Terms & Conditions

1. Contractual Prevalence

Barring an explicit, written agreement to the contrary, the most current version of the present terms and conditions (hereinafter "Terms and Conditions", "Terms", "Conditions") shall apply to the provision of services by CrypDefi BV ("CrypDefi", "we", "us", "our") incorporated, organized and existing under Belgian law, and all of its subsidiaries and affiliates (together "CrypDefi").

CrypDefi is a chain-agnostic, self-custody solution designed to empower traders to capture alpha on new DeFi opportunities across any chain, without counterparty risk. We offer a comprehensive suite of services, collectively referred to as the "Services," including but not limited to:

• Signing-as-a-Service: Facilitate seamless signing of transactions for any DeFi protocol across any chain.
• Self-Custody: Securely manage new assets using state-of-the-art self-custody solutions.
• Asset Mobilization: Integrate your custodian setup with CrypDefi to enable efficient asset mobilization and maximize capital efficiency.

These Terms and Conditions constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you"), and CrypDefi, concerning your access to and use of the Services. By using our website at www.crypdefi.eu, you agree to these Terms and Conditions. Our Privacy Policy, available at Privacy Policy, also governs your use of the Service and explains how we collect, protect, and use your information. If you do not agree with all of these Terms, then you are expressly prohibited from using the Services and you must discontinue use immediately. Please contact us at info@crypdefi.eu so we can address those concerns. These Terms apply to all visitors, users, and anyone who accesses or uses the Services.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. We will alert you about any changes by updating the "Last updated" date of these Terms and Conditions, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms and Conditions to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Services after the date such revised Terms and Conditions are posted.

2. Definitions

The following definitions apply to all terms and phrases used with a capital letter in the Agreement, unless the context unequivocally demands otherwise.

• "Agreement" means the relevant agreement(s) that CrypDefi has entered into with the Counterpart, including their Schedules and later amendments, the then current version of these Terms and Conditions and the CrypDefi Privacy Policy.
• "Confidential Information" means any information that is not otherwise in the public domain that is acquired or received by either Party in its performance of or in connection with this Agreement, regardless of whether specifically identified as "confidential" or not and regardless of whether such disclosure was made prior to or after the Effective Date of this Agreement, directly or indirectly, orally, in writing (by any means: written, graphic, electronic, etc.) and will include, without limitation, the intellectual property, the know-how, trade secrets, methods, processes, procedures, plans, client lists, business plans, assets, revenues, strategies and results of either Party.
• "CRS" means the Common Reporting Standard. CRS is a global standard for the automatic exchange of financial account information.
• "Effective Date" means the signing date of the relevant Agreement, or the "Last updated" date of the Terms and Conditions in case it applies.
• "FATCA" means the Foreign Account Tax Compliance Act. FATCA is a US legislation and is intended to increase transparency for the US Internal Revenue Service (IRS) with respect to US persons that may be investing and earning income through a non-US institution.
• "Force Majeure" means any failure or delay in the performance of any obligation under this Agreement by either Party where the failure or delay arises out of any cause beyond the reasonable control and without the fault or negligence of such Party. These causes will include, without limitation, storms, floods, other acts of nature, fires, explosions, riots, pandemic outbreak, war or civil disturbance, strikes or other labor unrests, embargoes, and other governmental actions or regulations.
• "Intellectual Property Rights" or "IPR" means any and all now known or hereafter existing rights associated with works of authorship, copyrights, trademark or service mark rights, trade secret rights, patents, layout design rights, trade and business names, domain names, database rights, and all registrations, applications for registration, renewals, extensions relating to any of these rights.
• "Counterpart" means any individual, corporate entity, or the contracting party to CrypDefi.
• "Counterpart's Content" means all information, data, algorithms, texts, software, images, sounds or any other materials provided by the Counterpart to CrypDefi for the execution of this Agreement.

3. Ownership and Licence Grant

3.1. All Intellectual Property Rights will vest in their originator absolutely and nothing in this Agreement will be construed as a transfer of ownership of any of the Intellectual Property Rights of one Party to the other Party.

3.2. Counterpart warrants that it is able to grant to, and hereby grants, CrypDefi for the duration of the Agreement, a non-exclusive, worldwide, royalty-free license to use Counterpart's Intellectual Property, without limitation, to the extent necessary for CrypDefi to perform its obligations under the Agreement. Counterpart will indemnify CrypDefi and keep CrypDefi at all times fully and effectively indemnified against any breach of this article.

4. Confidentiality and Non-Disclosure

4.1. Neither Party will use the other Party's Confidential Information except as reasonably required for the performance of this Agreement. Each Party will hold in confidence the other Party's Confidential Information by means that are no less restrictive than those used for its own confidential materials.

4.2. Upon termination or expiration of this Agreement, except as otherwise agreed in writing, each Party will, upon the request of the disclosing Party, either return all Confidential Information or destroy all copies thereof.

4.3. In case a Party is involved in legal action that demands disclosure of the other Party's Confidential Information, such Party will give prompt notice to the other Party, if legally permissible.

5. Counterpart Acknowledgements

5.1. The Counterpart agrees to provide any information and documents reasonably required by CrypDefi to comply with any applicable anti-money laundering or counter-terrorism financing laws including any applicable laws imposing "know your customer" or other identification checks or procedures (AML/CTF Laws).

5.2. The Counterpart confirms that it is aware of the risks involved in trading assets, including cryptocurrencies and has read and understood the risks as set out throughout the Agreement.

5.3. The Counterpart confirms that it has had the opportunity of asking additional information of CrypDefi to this effect as needed.

5.4. The Counterpart confirms that it has had the opportunity of seeking advice from its legal counsel, independent accountants and auditors and other experts selected by it in order to assess and accept the risks involved.

6. Data Protection

6.1. The processing of any personal data by CrypDefi when performing its obligations under this Agreement, will be subject to the provisions of the CrypDefi Privacy Policy.

6.2. Article 6.1. only applies in the absence of a data processing agreement ("Data Processing Agreement"). In case the Counterpart and CrypDefi have entered into a Data Processing Agreement, its provisions will prevail in case of a conflict with this article 6 or the CrypDefi Privacy Policy.

7. Representations and Warranties

7.1. Each Party hereby represents and warrants to the other Party that:

• It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
• It has all requisite power and authority to execute, deliver and perform this Agreement;
• This Agreement is a legal, valid and binding obligation enforceable in accordance with its terms and conditions;
• Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of the terms will contravene any provision of its charter or organizational documents, any agreement to which it is a party, or require consent of any governmental agency.

7.2. The Counterpart further represents and warrants to CrypDefi that:

• It is an experienced Counterpart with sufficient knowledge of the financial markets and other relevant markets;
• When Counterpart provides Content to CrypDefi, the Counterpart acknowledges that it is fully and solely responsible for such Content and guarantees that the supplied Content does not violate any laws, regulations or third party rights, including any Intellectual Property Rights.

8. Limitation of Liability

8.1. Neither CrypDefi nor any of its directors, officers, agents or employees will be liable for any action taken or omitted to be taken under or in connection with this Agreement, in the absence of its or their own gross negligence or willful misconduct.

8.2. CrypDefi is not required to take any action which exposes it to liability, which is contrary to this Agreement or to applicable law.

8.3. In no event will CrypDefi be liable for any indirect, consequential or exemplary damages, including, without limitation, loss of profits incurred by the Counterpart, its agents, representatives or any other third party, even if CrypDefi has been advised of the possibility of such damages.

9. Taxes

9.1. Each of the Parties hereto are independent and will be solely responsible for the payment of any taxes, levies, charges and/or any other similar amounts payable on the revenues and/or benefits they receive as a result of this Agreement.

9.2. Counterpart may, from time to time be required to provide further information and/or documentation in order to comply with FATCA/CRS rules. Counterpart agrees:

• To provide such information and/or documentation related to FATCA/CRS requirements;
• To notify CrypDefi within thirty (30) calendar days of any change that affects its tax status;
• That in case it does not provide any such requested information in a timely manner, payments to Counterpart may be subject to FATCA Withholding;
• That CrypDefi may be legally obligated to pass on the information to tax authorities.

10. Miscellaneous

10.1. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed to reflect the intentions of the invalid provision(s), with all other provisions remaining in full force and effect.

10.2. No Agency. No joint venture, partnership, employment, or agency relationship exists between the Counterpart and CrypDefi as a result of this Agreement.

10.3. No Waiver. The failure of a Party to enforce any right or provision will not constitute a waiver of such right or provision unless acknowledged and agreed to in writing.

10.4. Assignment. This Agreement may not be assigned by the Counterpart without the prior written approval of CrypDefi but may be assigned by CrypDefi to a parent or subsidiary, an acquirer of all or substantially all of CrypDefi assets, or a successor by merger.

10.5. Survival of termination. The provisions contained in articles 3, 4, 8, 9, and 11 will survive termination of this Agreement.

10.6. Entire Agreement. This Agreement comprises the entire agreement between CrypDefi and Counterpart and supersedes all prior or contemporaneous negotiations, discussions or agreements.

11. Risks

Any Counterpart contracting with CrypDefi acknowledges and agrees that the trading and exchange of digital assets (including but not limited to: cryptocurrencies, digital tokens, virtual goods, any other form of digital representation of any asset, together "Digital Assets") carry inherent risks which can lead to total or partial loss to the Counterpart.

11.1 Risks associated with trading and holding assets

Prices can and do fluctuate on any given day. Due to such price fluctuations, Digital Assets may increase in value or lose value at any given moment, or may even become worthless. Digital Asset trading is especially susceptible to bubbles or loss of confidence, which could collapse demand relative to supply.

11.2 Regulatory Risk

Digital Assets do not have a clear regulatory framework. The position of financial regulation authorities as well as governments around the world is unclear. Therefore there is a risk associated to potential bans from governments, changes in taxation law, special rulings from the financial regulation authority and in general any regulation that could affect the use of any Digital Assets.

11.3 Smart Contract Risks

Smart contracts are self-executing agreements with the terms of the agreement directly written into code. While smart contracts offer numerous benefits, they also introduce unique risks, including but not limited to coding errors, vulnerabilities, and unforeseen circumstances that may result in financial loss or other damages.

To the maximum extent permitted by applicable laws, CrypDefi, its officers, directors, employees, agents, contractors and affiliates, disclaim any liability arising out of or related to any losses incurred by the Counterpart as set out under this Clause 11.

12. Purchases

To purchase any product or service through our Service ("Purchase"), you may need to provide information such as your credit card number, expiration date, billing address, and shipping information.

You confirm that you have the legal right to use any payment method provided, and that the information you provide is accurate and complete.

We may use third-party services to process payments. By submitting your information, you allow us to share it with these third parties, subject to our Privacy Policy.

We reserve the right to refuse or cancel your order for reasons including product availability, errors in the description or price of the product, or suspected fraud.

13. Subscriptions

Some parts of our Service are billed on a subscription basis ("Subscription(s)"). Billing cycles are either monthly or annual.

Subscriptions automatically renew at the end of each Billing Cycle under the same conditions unless you cancel or CrypDefi cancels. You can cancel your Subscription renewal through your online account management page or by contacting our customer support team.

A valid payment method is required for Subscription payments. You must provide accurate billing information and authorize CrypDefi to charge all Subscription fees to your payment method.

If automatic billing fails, we will issue an electronic invoice for manual payment.

14. Fee Changes

CrypDefi may modify Subscription fees. Any changes will take effect at the end of the current Billing Cycle. We will provide reasonable notice of any fee changes, giving you the opportunity to cancel your Subscription before the changes take effect.

Your continued use of the Service after fee changes means you accept the new fees.

15. Refunds

Except when required by law, Subscription fees are non-refundable.

16. Prohibited Activities

You may use the Service only for lawful purposes. You agree not to use the Service:

• In violation of any applicable laws or regulations.
• To send unsolicited advertising or promotional material.
• To impersonate CrypDefi or others.
• In a manner that infringes on the rights of others or is illegal, fraudulent, or harmful.
• To engage in conduct that restricts or inhibits anyone's use or enjoyment of the Service.

Additionally, you agree not to:

• Disable, overburden, damage, or impair the Service.
• Introduce harmful material like viruses.
• Attempt unauthorized access to the Service.
• Attack the Service via denial-of-service attacks.
• Interfere with the proper working of the Service.
• Use any information obtained from the Services to harass, abuse, or harm another person or company.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use automated means to access the Service other than those mutually agreed upon.
• Attempt to impersonate another user or person.
• Harass, annoy, intimidate, or threaten any of our employees or agents.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising the Services.

17. Analytics

We may use third-party providers to monitor and analyze the use of our Service.

• Google Analytics: Google Analytics tracks and reports website traffic. Google may use the data collected to personalize ads. For more information, visit the Google Privacy Terms page.

18. No Use By Minors

The Service is intended for individuals at least eighteen (18) years old. By using the Service, you confirm that you are at least 18 years old and legally capable of agreeing to these Terms.

19. Service Availability and Performance

CrypDefi aims to provide continuous availability of its services but does not guarantee uninterrupted access or performance. We will not be liable for any interruptions or performance issues that may occur.

20. Termination

We may terminate or suspend your account immediately for any reason, including violation of the Terms. If you wish to terminate your account, you may stop using the Service. All provisions of the Terms that should survive termination will continue in effect.

21. Governing Law

These Terms are governed by the laws of the European Union and Belgium. If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in effect. These Terms constitute the entire agreement between us regarding our Service.

22. Changes to Service

We reserve the right to withdraw or amend our Service without notice. We will not be liable if the Service is unavailable at any time. From time to time, we may restrict access to some parts of the Service to users, including registered users.