Supplemental Agreement Lending Crypto-Assets (Fixed Interest)
1.2. The Terms form part of, and are in addition and supplemental to, this Agreement. This Agreement will only have precedence over the Terms in respect of any express contradiction relating exclusively to your use of the Services described herein. Our rights, and/or those of our Affiliates, pursuant to this Agreement are in addition to, and shall not substitute, our rights pursuant to the Terms.
1.3. Except for Affiliates, a person who is not a party to this Agreement shall not be entitled to enforce or rely upon it.
1.4. Providing you with access to services or to any Product does not make us (or any of our Affiliates) your agent, trustee or investment adviser and no fiduciary relationship exists, or shall exist, between you and us (or any of our Affiliates). We have no other obligations in respect of your Vault, Wallet or Account or the Products or Services other than those expressly specified in this Agreement. Nothing in this Agreement, or any other agreement between you and us and/or any of our Affiliates (or any combination thereof) shall constitute, or be deemed to establish, a partnership or joint venture.
1.5. None of your rights and obligations arising out of this Agreement (including the Terms) are assignable or transferable without our prior written consent. We reserve the right to assign, delegate or transfer this Agreement and/or the Terms and our rights and obligations to any third-party (including Affiliate) at any time (and from any effective date, including retrospectively), in whole or part, without prior notice or your consent.
2. DEFINITIONS AND INTERPRETATION
2.1 Defined terms used but not defined herein shall have the same meaning as in the Terms. The rules of interpretation set out in clause 1 of the Terms shall also apply to this Agreement.
2.2. This Agreement is prepared and concluded in the English language: in case the whole or any part thereof is translated into another language for whatever reason, the English version shall prevail.
2.3. The following words shall have the meaning ascribed to them below:
“Business Day” means each day on which banking institutions in the relevant jurisdiction(s) are open for normal business activities.
“Collateral Pool” means the smart contract that includes the Vaults of borrowers of Crypto-Assets (which comprise the Crypto-Assets used or available for use as collateral) matched and/or allocated to the relevant Liquidity Pool or Lending Pool by the Protocol, having a duration between Start Date and End Date of either 1 month, 2 months, or 3 months, (as the case may be) or as otherwise determined by the Protocol and/or the Community Rules.
“Community” means the Community of Users comprising Token holders and users of the Platform and/or Protocol.
“Crypto-Credit” means, as the context requires: (a) any Crypto-Asset loan facility granted by and in accordance with the Protocol pursuant to which Crypto-Assets are either borrowed or lent by you for a period until the End Date in return for Interest; (b) the total amount of such loan facility; or (c) the outstanding balance of such loan facility.
“Crypto-Asset” means any Crypto-Asset (including cryptocurrencies, stablecoins, tokenized assets, and/or the Tokens) that are accepted from time to time by the Platform and/or Protocol being, at launch, USDT (ERC20), USDC (ERC20), WETH (ERC20), WBTC (ERC20) and EQX (ERC20).
“Fork” means a software change to the underlying protocols of the network of the relevant Crypto-Asset and on which the Protocols rely.
“Interest” means, as the context requires, the indicated interest rate accrued or the amount of accrued interest, and in either case calculated in accordance with the relevant agreement and Protocol in respect of the applicable Product and Lending Pool in the relevant Crypto-Asset.
“Instructions” means instructions from you once received and confirmed to you by us, the Platform, the App and/or the Protocol (as the case may be).
“End Date” means the date and time at which Crypto-Credit is repayable in full and/or paid-off.
“Services” means, as the context requires, any one or more of: (a) the control and processing of Personal Data and the transfer and/or certification of such data to Affiliates, (b) the introduction to webpages containing or accessing software in respect of the fixed interest rate and variable interest rate Products (including access to the Platform), (c) the provision of information in respect of your Lending Pool. Collateral Pool, Vault and/or Wallet (including balance and Transaction History), (d) the introduction of Users to Affiliates, (e) performing other actions in respect of the above, and (f) any other service that we or our Affiliates may offer from time to time.
“Start Date” means the day identified by the Protocol as the start of the relevant Crypto-Credit loan period (depending on the relevant Collateral Pool. Lending Pool and Liquidity Pool that the Protocol matches and/or allocates) from which Interest starts to accrue.
“Transaction History” means details of your transactions in respect of the Crypto-Assets held in, or Transferred to and from, your Vault and/or Wallets from time to time.
“Transfer” means the transfer of Crypto-Assets into, or out of Wallets (and Vaults in limited circumstances) in accordance with Instructions, the Terms, the Protocol this Agreement and the applicable terms of the Wallet Provider.
3.1. By uploading Personal Information (and each time thereafter you use the Site, Platform, Protocol and/or Services), you represent and warrant to us on a continuing basis that:
(i) the representations made in the Terms are and remain true, accurate and not misleading;
(ii) you (including your affiliates) do not hold, and are not beneficially entitled to, more than one Account (although that may include or be in respect of different Vaults and/or Wallets);
(iii) you are the sole and exclusive beneficial owner of the Crypto-Assets in your Vaults, Wallet and Account;
(iv) you shall only deposit and hold in each of your Wallets, Crypto-Assets that are and remain free from any charge, claim, indebtedness, lien or third-party interest;
(v) you shall only deposit and hold in Lending Pools and/or each of your Vaults, Crypto-Assets that are and remain free from any charge, claim, indebtedness, lien or other third-party interest (save for such interests itemized in respect thereof by the Protocol);
(vi) you are solvent, able to pay your debts when due and have not entered into an agreement or arrangement with your creditors related to the restructuring of your debts, nor become the subject of any process or procedure to be declared bankrupt or to appoint a curator administrator, trustee or liquidator in similar circumstances;
(vii) you (including your affiliates) have not had any previous Account, Vault or Wallet suspended, limited, closed or terminated by us, our Affiliates or the Protocol; and
(ix) you will execute this Agreement and the Protocol as a Deed, be bound as such, and acknowledge and agree that the indemnity and liability provisions of the Terms shall apply (including that neither we nor our Affiliates shall be liable for acts or omissions of the Protocol which is third-party software access to which is provided on an “as is” and “as available” basis).
4. AUTHORIZED SIGNATORIES
4.1. If you are a natural person we shall be entitled to assume that you are your own authorized signatory, we do not accept joint accounts, You will not permit any other person to give instructions to us, the Platform, the App or the Protocol.
5.1. We reserve the right (but are under no obligation) not to act on Instructions which we deem in our absolute discretion to be unclear, ambiguous, contradictory, erroneous or improper. You agree that none of the Indemnified Parties will be liable for any loss due to any delay or for any failure to act on any such Instruction.
5.2. Notwithstanding any terms of this Agreement, or course of dealings between you and us, we (as well as the Protocol, the App and the Platform) shall be entitled to rely solely upon and act in accordance with Instructions given or purported to be given by you without further enquiry on our part (whether as to the authority or identity of the person making or purporting to give such Instructions, the reasonableness or suitability of the Instructions, or any other consideration) regardless of the circumstances prevailing at such time. We shall be entitled (but not required) to take such steps in connection with or in reliance upon the Instructions as we may in good faith consider appropriate (regardless of the nature of the Instructions and whether such Instructions include instructions: to debit or credit any Account, Vault, Wallet, Lending Pool, Liquidity Pool or Collateral Pool; or to dispose debit or transfer any Crypto-Asset; that purport to bind you to any agreement or other arrangement with us or with any other person; or to commit you to any other type of transaction or arrangement whatsoever), regardless of the nature of the transaction or arrangements or the amount involved and not withstanding any error or misunderstanding or lack of clarity in the terms of such instruction, notice, demand or other communication.
5.3. You agree that no Indemnified Party shall be liable for any loss incurred by you as a result of reliance on any Instructions and you agree to indemnify each Indemnified Party for any losses incurred by any one or more of them as a direct or indirect result of such reliance.
5.4 Moreover, and in addition to the above, where you provide Instructions to transfer ERC-20 tokens, alternative tokens, Crypto-Assets or crypto-currency to a particular electronic wallet address it is your responsibility to ensure not only that the wallet address is correctly identified in your Instructions but also that the wallet is capable of and permitted to receive such Transfer. Any Transfers that are directed to or from a Vault, Wallet, Lending Pool, Liquidity Pool or Collateral Pool pursuant to your Instructions are made entirely at your risk. You should note that a wallet may not be capable of accepting transfers if, inter alia: (a) the wallet is directly associated with an exchange; and/or (b) the transfer is from an unknown address. You should also note that we do not have access to back-up phrases or private keys relating to third-party blockchains and, accordingly, should you lose or forget them we cannot recover them.
5.5. You agree that, to the extent there are any terms in your local jurisdiction governing the time and place of dispatch and receipt of electronic communications, such terms will not apply to instructions or to your use of the Site, Products, Services, Platform, App and/or Protocol.
5.6. In the event of your death or incapacity, if your legal heirs or representatives wish to withdraw any balance from the Vault and Wallets in your Account or provide Instructions, they must deliver official duly authenticated legal documents from the applicable authorities in the relevant jurisdictions, together with any additional Personal Data relating to them that may be required by applicable law (including for example proof of power of attorney or probate having been granted).
6. FEES (CHARGES, SPREADS AND PROFITS)
6.1. We (or any one or more of our Affiliates, as the case may be) may receive a fee (and/or charge a spread) for the applicable Services which may be amended from time to time in accordance with this Agreement.
6.2. Where we, our Affiliates or the Protocol interact with a third-party there will be a 0.5% spread for doing so taken from the transaction and transferred to us (or our Affiliate as the case may be) by the Protocol and notified to you on the Platform. No fee or spread is charged for Staking Crypto-Assets in Liquidity Pools, or for variable rate lending.
6.3. If your Account is inactive, we our Affiliates and/or the Protocol may charge an inactivity fee, that will be notified to you on the Platform, automatically debited from your Account and transferred to us (or our Affiliate as the case may be) by the Protocol.
6.4. The fees, charges, penalties and spreads described herein (the “Fees”) shall be exclusive of any taxes and debited from your Account (or from your allocation of Crypto-Assets to the relevant Protocol of the Yield Aggregator) and/or set-off or netted (in our absolute discretion) against any amounts owed to you by us (or any one or more of our Affiliates, as the case may be).
6.5. Regardless of whether any one or more of the Token Generator’s Affiliates is a counterparty in respect of any particular Protocol, you represent agree and acknowledge that you have (by your use of the Platform and/or App) instructed each relevant smart contract to, and it shall, calculate the Fees and then allocate and transfer it to us (or to any one or more of our Affiliates, as the case may be).
6.6. Users and counterparties may include any one or more Affiliates of the Token Generator (but not the Token Generator), who may have access to additional confidential information concerning transactions on the Platform to that more widely and/or readily available to other Users. Moreover, neither the Token Generator nor such Affiliates shall be under any fiduciary obligation towards you or other Users to account for profits they make arising from the Products, Services or otherwise.
The following paragraphs numbered 6, 7 and 8 are a description of the terms you will enter into with the Protocol on the Platform (the “Description”). The Description does not form part of our Agreement with you and is provided here for information purposes only. You should check the information on the Platform in respect of the Protocol which may differ from this Description and which will take precedence over it in the event of inconsistency or contradiction. Neither we nor any of our Affiliates make any representation or warranty in respect of the accuracy of this Description.
7. FIXED INTEREST PRODUCTS
7.1. Fixed interest rate products consist of pooled crypto loans at a fixed interest rate that settle on the End Date. The User (Liquidity Provider) provides Crypto-Assets (in the form of wETH, wBTC, EQX and/or Stablecoins) Staked in Vaults and Lending Pools operated by the Protocol for set periods of between 1 to 12 months, and which will have fixed rates attached to them. Select fiat currencies may be converted into Stablecoins by third-party providers. The fixed interest rate will be set by the Protocol at the time of depositing the Cryoto-Assets. In the event that the User requests the withdrawal of Staked Crypto-Assets before the End Date, the Protocol will assess if there are Crypto-Assets in the Vault or Lending Pool that have not been allocated to borrowers. If the Protocol determines that there are Crypto-Assets available for withdrawal it may apply penalties for that early withdrawal and transfer the net amount to your Wallet. The early withdrawal penalties will be as stated on the Platform and/or App as the case may be. Un-Staking may take up to 48 hours depending on network congestion and other factors. Unless otherwise stated on the Platform, early repayment of borrowed Crypto-Assets will not reduce the Interest payable up to the original End Date but bring its payment forward to the new End Date.
7.2. The Protocol will match Users who wish to borrow Crypto-Assets to the relevant pool of Crypto-Assets (each a “Liquidity Pool”) Staked by Users who wish to be Liquidity Providers. The Protocol facilitates five different pools, each having different loan period, namely: 1 month (Collateral Pool A). 3 months (Collateral Pool B), 6 months (Collateral Pool C), Collateral Pool D) and 12 months (Collateral Pool E). A Liquidity Pool is a collection of Vaults identified by the Protocol as having the same characteristics. Once Crypto-Assets are Staked in your Vault and have been matched and/or allocated by the Protocol, the fixed interest rate will be applied and Interest will accrue from the Start Date to the End Date.
7.3. Your principal Stake is at risk in the event of default by borrowers but the Protocol allocates your risk across as many borrowers as it determines suitable (although this cannot exclude the possibility of counterparty, market sector or other concentration risk).
7.4. Your Crypto-Assets that are Staked in a Vault will not be available to you until the End Date, at which time you will not receive the same Crypto-Assets back but will be entitled to receive Interest plus (in one transfer) the same amount of equivalent Crypto-Assets of the same type that you Staked in your Vault, provided that borrowers have not defaulted.
7.5. You may Instruct the Protocol to consider renewal at the End Date, but such renewal is not automatic and might not be immediate or happen at all (depending on the parameters considered by the Protocol).
8.1. Interest will be calculated by the Protocol on the principal, accrue daily and be paid at the End Date in either the Crypto-Asset you staked in the Vault or in Tokens depending on your preference stated at the time of staking your Crypto-Assets in the Vault. When the Crypto-Credit is repaid by the borrower at the End Date, the Protocol ensures that the collateral is returned to the borrower and (provided that borrowers have not defaulted) the principal and Interest are paid to you (the lender/Liquidity Provider).
9. LOAN PROTECTION PROTOCOL
9.1. The Protocol includes in its algorithm a Loan Protection Protocol built into the smart contract system. If the fair market value of the underlying collateral drops below the prescribed LTV at any valuation stamp, the Protocol will take remedial action in a phased approach designed to provide a level of automated safeguarding for the Liquidity Provider (lender) in the manner described below.
9.2. At a 20% reduction in the margin, the Protocol will send a notification to the borrower advising that additional collateral may be required in the near future.
9.3. At a 40% reduction in the margin, the Protocol will send a demand to the borrower requiring that the borrower return the Crypto-Credit to its original LTV by either: (a) providing additional collateral, or (b) repaying a portion of the Crypto-Assets. The Protocol requires this to be done by 11:59:59pm on the day the notification is sent or it will automatically liquidate the required amount of collateral to reset the LTV to the original ratio.
9.4. At a 60% reduction in the margin, the smart contract will automatically liquidate the required amount of the collateral to reset the LTV to the original ratio.
10. EVENT OF DEFAULT
10.1. Your breach of any representation made pursuant hereto, your failure to respond within 90 days to a notice sent in accordance with the Terms requesting you to do so, or the use of the Product in your jurisdiction being determined by regulation, guidelines, laws or courts of competent jurisdiction to be illegal there, shall be an event of default (“Event of Default”) permitting us (and/or our Affiliates) to without further notice: (a) close, limit or suspend your Account, (b) freeze any pending Transactions; (c) withdraw the provision of Products and/or Services to you; and/or (e) take such action (including realization, liquidation, distribution and/or transfer of Crypto-Assets in your Wallet and/or Vault and, in the case of Recipients, held in escrow) as we or our Affiliates deem necessary or desirable to protect our or their interests and/or those of Users (including applying the proceeds of such realization and/or liquidation to, and/or netting or setting them off against, amounts owing to or claimed by us or any one or more of our Affiliates).
11. TERMINATION, WITHDRAWAL OF SERVICE
11.1. We may at any time limit or suspend the operation of any one or more of the Services but will promptly notify you thereof with or without justification or explanation. Such limitation or suspension will prevent you from accessing the Crypto-Assets within the related Lending Pools, Collateral Pools, Vaults and/or Wallets for an indefinite period until resolution.
11.2. You may close an Account by written notice to us.
11.3. We may withdraw the provision of any Service to you without terminating this Agreement by giving you 30 days’ prior notice in writing (which may be provided by email to the email address associated with your Account or posted on the Site). After the Service is withdrawn you will continue to be liable in respect of all liabilities outstanding or arising in respect of the period before such Service was withdrawn.
11.4. We may close an Account (and/or cease related Services) immediately without explanation for any reason, including if we reasonably believe that (a) you are not, or are no longer. eligible for the Account or the Service; (b) you have given us any false or misleading information at any time; (c) you or someone else is using the Account illegally or without authorisation; (d) you have been in serious or persistent breach of the Terms, this Agreement or any additional conditions which apply to the Account; (e) you have started a process or procedure to become bankrupt or insolvent as either term is interpreted under applicable law. Such closure will prevent you from accessing the Crypto-Assets within the related Vaults and/or Wallets for an indefinite period.
11.5. We may also end our relationship with you, terminate this Agreement or close the Account: (a) with 30 days’ notice in writing if the Account balance drops below the amount stipulated by us from time to time; or (b) at any time in our absolute discretion without justification or explanation.
11.6. In addition to our rights (and those of our Affiliates) pursuant to the Terms, on closing the Account, we (and/or the Protocol) will be deemed to have satisfied any obligation to return the contents of your Vault and/or Wallet (net of all fees and expenses) to you by sending Crypto-Assets of our choice to the personal wallet address from which you sent Crypto-Assets to your Wallet, but neither we nor any of our Affiliates (or the Protocol) shall be under any such obligation where: (a) the Terms authorize otherwise, and/or (b) releasing Crypto-Assets (and/or any Interest) is prohibited or prevented by any applicable law or court order (including where we have reasonable grounds to suspect that: (i) there is a dispute as to the beneficial ownership of the Account, Vault, Wallet or Crypto-Asset, and/or (ii) the Crypto-Assets or the funds used for their purchase were obtained through fraud or any unlawful means or are connected with any criminal activities).
11.7. You recognize, accept, agree, and represent to us and our Affiliates that, when closing an Account, the Protocol may take account of Fees owed to us and/or our Affiliates by setting-off and netting against the Crypto-Assets and any Interest in Lending Pools, Collateral Pools, Vaults and/or Wallets associated with the Account.
11.8. The termination, closure, suspension, limitation, restriction, withdrawal of Service, of or in respect of an Account, for whatever reasons (or none) shall neither: (a) release you from your pre-existing obligations to the Indemnified Parties; (b) incur or create any liability on the part of the Indemnified Parties; nor (c) prejudice any rights or remedies that any one or more of the Indemnified Parties may have, (whether under this Agreement, the Terms, applicable law or otherwise).
12. GOVERNING LAW
12.1. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of the British Virgin Islands, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.
13.1. We and you shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with this Agreement (a “Dispute”). If the parties are unable to resolve a Dispute within ninety (90) days of written notice of such Dispute being received by all parties, such Dispute shall be finally settled by binding arbitration in accordance with the BVI IAC Arbitration Rules. The number of arbitrators shall be three. The place of arbitration shall be George Town, Grand Cayman, Cayman Islands. The language to be used in the arbitral proceedings shall be English.
14. ELECTRONIC SIGNATURES
14.1. This Agreement may be executed by a party’s signature transmitted by electronic means (including by clicking on “Accept” which shall constitute both execution and delivery), and copies of this Agreement executed and delivered by means of such electronic signatures shall have the same force and effect as copies hereof executed and delivered with original signatures. The parties may rely upon electronic signatures as if such signatures were originals. The parties agree that an electronic signature page may be introduced into evidence in any proceeding arising out of or related to this Agreement as if it were an original signature page. The parties acknowledge and agree that in any legal proceedings between them in respect of or in any way relating to this Agreement, each waives the right to raise any defence based on the execution hereof in counterparts or the delivery of such executed counterparts by electronic means.