Terms & Conditions

Last updated January 1, 2024

TERMS OF SERVICE

  1. GENERAL PROVISIONS
    1. These Terms of Service of the Credbull Labs Limited Credbull Labs Limited - doing business as "Credbull" and "BlackOpal" - with registration number  C110023, and with registered address at  Level G (Office 1/1302) Quantum House 75, Triq L- Abate, Rigord, Ta Xbiex, Xbx 1120, Malta (the “Company”, “we”, “our”, “us”).
    2. The Terms apply to your use of the Website and Services made available to you through the Website. The Terms set out in particular:
      1. the types and scope of electronically supplied services;
      2. the conditions for the supply of services by electronic means of communication, including:
        1. technical requirements requisite for cooperation with the ICT Systems used by the Company;
        2. a prohibition on providing illegal content by the User;
        3. the conditions for making and terminating contracts of electronically supplied services;
      3. a complaint procedure.
    3. The following annexes are an integral part of these Terms:
      1. Annex no. 1 – TEMPLATE WITHDRAWAL FORM;
      2. Annex no. 2 – RISK NOTICE;
    4. The currently applicable and binding Terms are available on the Website in a form that enables their recording, storage, and reproduction by the User. The content of the Terms may be recorded and reproduced by the User using any technique on any media for purposes related to the use of the Website and the Services.
    5. Before accessing the Website or using any of the Services, you must carefully read and understand the Terms and the Privacy Policy. By accessing the Website or using any of the Services, you acknowledge that you have carefully read, understood, and agreed to be bound by the Terms and the Privacy Policy.
    6. NOTHING IN THESE TERMS OR IN THE CONTENT CONSTITUTES LEGAL, FINANCIAL, BUSINESS, CRYPTO-ASSETS OR TAX ADVICE AND YOU SHOULD CONSULT YOUR OWN LEGAL, FINANCIAL, CRYPTO-ASSETS, TAX OR OTHER PROFESSIONAL ADVISER BEFORE ENGAGING IN ANY ACTIVITY IN CONNECTION HEREWITH.
    7. IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU MUST NOT ACCESS OR USE THE WEBSITE OR THE SERVICES.
  2. CONTACT
    1. You may contact the Company as regards the matters related to the Website or the Services using one of the following channels:
      1. email: contact@credbull.io
    2. We may communicate with you through the same contact channels as set forth in Section 2.1. above. If you use these communication channels, you agree that the Company may communicate with you through these channels in response.
    3. We may also communicate with you by posting information on the Website or by sending an email to the email address provided by you when using the Website or the Services.
  3. TECHNICAL REQUIREMENTS FOR THE USE OF THE WEBSITE AND SERVICES
    1. The technical requirements for the use of the Website and Services are as follows:
      1. an Internet-connected device with the latest operating system, Internet access and a current standard web browser (e.g. Chrome, Safari, Mozilla Firefox, Opera or Microsoft Edge);
      2. cookies and JavaScript enabled in the web browser;
      3. screen resolution when displaying the Website is at least 1280x720 pixel.
    2. The technical requirements for the use of the Account Service, the Connect Wallet Service, the Loan Agreement Service, and the Referral Service are as follows:
      1. having an active Wallet (e.g. an external off-Website Wallet provided by a Third-Party etc.) that operates on EVM blockchain networks.
  4. LEGAL REQUIREMENTS FOR THE USE OF THE WEBSITE AND SERVICES
    1. The legal requirements for the use of the Website and the Services are as follows:
      1. you must be at least 18 years old or of the legal age in accordance with the Applicable Law at the time of accessing the Website;
      2. you must have the full legal capacity to conclude agreements under the Applicable Law;
      3. comply with additional requirements as regards specific Services set out in these Terms (if applicable).
    2. If you do not meet with any of the requirements set out in Section 4.1, you are obligated to refrain from accessing and using the Website or Services.
  5. COMPLIANCE WITH THE APPLICABLE LAW
    1. The User must comply with the Applicable Law, including the local laws regarding the lawful use of the Services in the User’s jurisdiction.
    2. The User declares that:
      1. the User does not and will not carry out any illegal activity, including money laundering, financing of terrorism or any other activity in violation of any state or international sanctions as defined by the Applicable Law in connection with use of the Services;
      2. the User is not indicated on any Sanction Lists;
      3. the User is not located in a Prohibited Jurisdiction, is not a citizen of a Prohibited Jurisdiction nor is a resident of a Prohibited Jurisdiction;
      4. the User’s Crypto-Assets used in connection with the Services come from legitimate sources.
    3. The Company does not provide Services to Users who fail to comply with this Section 5. COMPLIANCE WITH THE APPLICABLE LAW. Such cases constitute a breach of the Agreement through the fault of the User.
  6. TYPES AND SCOPE OF THE SERVICES
    1. The types of the Services are as follows:
      1. Content Access Service;
      2. Connect Wallet Service;
      3. Account Service;
      4. Loan Agreement Service;
      5. Referral Service.
    2. The Agreement on the use of the Website and Services is concluded as regards:
      1. the Content Access Service – when the User accesses the Website;
      2. the Connect Wallet Service – when the User clicks the “connect wallet” button (or button with equivalent information) on the Website’s interface, thus confirming that the User accepts the Terms;
      3. the Account Service – when the User uses the Connect Wallet Service
      4. the Loan Agreement Service – when the User (i) connects his/her Wallet to the Website by way of using the Connect Wallet Service; and (ii) selects the terms of the Loan Agreement by selecting Loan Type and inputting required data by way of interacting with the Platform’s interface (e.g. choosing type and amount of crypto-assets, term and APY of the Loan Agreement etc.); and clicks on the “DEPOSIT” button (or button with equivalent information) on the Website’s interface;
      5. the Referral Service – when the User copies the unique referral link available on the Website’s interface made available after entering into a Loan Agreement.
    3. Continued use of the Website and/or the Services is considered as a declaration of will to be bound by these Terms and acknowledgement of the Privacy Policy.
    4. The Agreement with the User is concluded for the duration of the Service(s).
    5. The Company may terminate the Agreement by, with immediate effect if any of these valid reasons arise:
      1. the User is in breach of these Terms, in particular the rules of conduct set out in Section 5. COMPLIANCE WITH THE APPLICABLE LAW or in Section 7. GENERAL RULES OF USE OF THE SERVICES;
      2. the User grossly violates Applicable Law or the rights of the Company or Third Parties in connection with the User's use of the Services, in particular intellectual property rights;
      3. the User carries out activities detrimental to the Company or Third Parties, in particular activities that violate or threaten the security of ICT Systems;
      4. the User uses the Services in a manner contrary to their purpose or scope as set out in these Terms;
      5. the User attempts to gain unauthorised access to the Website;
      6. the User overcomes software security features that restrict or protect the use of Content;
      7. it is requested by law enforcement or other public authorities.
  7. GENERAL RULES OF USE OF THE SERVICES
    1. The User is authorized to use the Website and/or the Services exclusively for personal use.
    2. The User is obliged to use the Services in accordance with these Terms, the Applicable Law and good market practices, respecting personal rights and intellectual property rights, in particular our rights or rights of the Third Parties. In particular, the User undertakes:
      1. not to transmit or upload any Prohibited Content;
      2. not interfere with or disrupt the operation of the Services or ICT Systems;
      3. not impersonate any person or entity, misrepresent information, or otherwise misrepresent your affiliation with a person or entity;
      4. not support, assist, or promote any criminal activity or enterprise;
      5. not access or use the Services to create products or services that compete with the Services;
      6. not modify, reproduce, duplicate, copy, download, store, further transmit, distribute, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or license, sublicense, sell, mirror, design, rent, lease, trademark, grant a security interest in or to any portion of the property, or create derivative works or otherwise exploit any portion of the property with respect to the Content, the Website or the Services - without the prior written consent of the Company;
      7. not use deep linking, indexing robots, bots, spiders or other automated devices, programs, scripts, algorithms or methods, or any similar or equivalent manual process to access, obtain, copy or monitor any element of the Company’s intellectual property, or replicate or circumvent the navigational structure or presentation of the Content, the Website or the Services in any way, to obtain or attempt to obtain any materials, documents or information by any means not intentionally made available through the Services or the Website in accordance with these Terms.
  8. CONTENT ACCESS SERVICE
    1. The Content Access Service consists of enabling the User to access the Content.
    2. To start using the Content Access Service, the User must visit the Website using the User’s web browser.
    3. THE CONTENT OR OTHER INFORMATION PUBLISHED ON THE WEBSITE IS PROVIDED FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER, ADVICE OR RECOMMENDATION TO BUY OR SELL ANY ASSETS OR TO ENGAGE IN ANY TRANSACTION, NOR DOES IT CONSTITUTE ADVICE OF ANY OTHER NATURE, SUCH AS TAX OR LEGAL ADVICE. ALL DECISIONS MADE BY THE USER ARE BASED SOLELY ON THE USER’S OWN ASSESSMENT OF THE USER’S FINANCIAL SITUATION AND OBJECTIVES. THE USER’S DECISIONS ARE USER’S SOLE RESPONSIBILITY.
    4. The use of the Content Access Service does not require an Account.
    5. The use of the Content Access Service is free of charge.
  9. CONNECT WALLET SERVICE
    1. The Connect Wallet Service consists of enabling the User to connect his/her Wallet to the Website and ICT Systems of the Company.
    2. To start using the Connect Wallet Service, the User must:
      1. visit the Website using the User’s web browser; and
      2. click on the “Connect Wallet” button (or button with equivalent information) on the Website’s interface; and
      3. select the type of Wallet to be connected, including by selecting a Third-Party provider of Wallet (if applicable) and click the button confirming the User’s choice; and
      4. proceed with the Third-Party provider’s form in order to connect the Wallet.
    3. Each User may connect a number of Wallets to the Website.
    4. The User acknowledges and understands that the Wallet is an external tool provided by the Third-Party. The Company is not a Wallet provider, does not exercise any control over the operation of the Wallet(s) and has no control over or access to the crypto-assets in the Wallet. The provisions of Section 15. THIRD-PARTY SERVICES apply accordingly.
    5. The use of the Connect Wallet Service does not require an Account.
    6. The use of the Connect Wallet Service is free of charge.
  10. ACCOUNT SERVICE
    1. The Account Service consists of enabling the User to use Loan Agreement Service. By using the Account Service, the User creates his / her Account.
    2. To start using the Account Service, the User must connect his/her Wallet to the Website by way of using the Connect Wallet Service.
    3. The use of the Account Service is free of charge.
  11. LOAN AGREEMENT SERVICE
    1. The Loan Agreement Service consists of enabling the User to enter into a Loan Agreement with the Company through the Website’s interface (distance contract), including enabling the User to browse the available Loan Types.
    2. To use the Loan Agreement Service, the User must:
      1. connect his/her Wallet to the Website by way of using the Connect Wallet Service; and
      2. select the terms of the Loan Agreement by interacting with the Platform’s interface (e.g. choosing type and amount of Crypto-Assets, term and APY of the Loan Agreement etc.); and
      3. click on the “LEND” button (or button with equivalent information) on the Website’s interface.
    3. For the avoidance of doubt, by following the steps set out in this Section 11.2 the User makes an offer to the Company under the conditions of the selected Loan Type and the General Terms of the Loan Agreement. The User should review the General Terms of the Loan Agreement before making the offer by way of following the steps set out in this Section 11.2. The Loan Agreement is subject to the General Terms of the Loan Agreement and is not governed by these Terms.
  12. The use of the Loan Agreement Service requires an Account.
  13. The Loan Agreement Service is provided for remuneration and is subject to  Gas Fee (paid to the network validators).
  14. REFERRAL SERVICE
    1. The Referral Service consists of enabling the User to invite potential Users to set up an Account on the Website.
    2. To start using the Referral Service, the User must:
      1. enter into a Loan Agreement in compliance Section 11;
      2. copy the unique referral link available on the Website’s interface – for the avoidance of doubt, the unique referral link is made available only after entering into a Loan Agreement.
    3. The User may share the unique referral link with potential Users.
    4. The User who has successfully referenced other Users using the unique referral link may receive the Tokens by way of a future airdrop organised by the Company. A “successful; reference” means a situation when a User creates an Account using the unique referral link of another User. For the avoidance of doubt, these Terms do not set out the terms and conditions of airdrops. The User who uses the Referral Service is not entitled to receive any Tokens nor does he or she obtain any claim to such Tokens.
    5. The use of the Referral Service does not require an Account.
    6. The use of the Referral Service is free of charge.
  15. TERMINATION OF AGREEMENT
    1. The User may terminate the Agreement at any time without stating a reason or incurring any costs by contacting the Company by email: contact@credbull.io. For the avoidance of doubt, this right of termination does not apply to the Loan Agreement which can be terminated in compliance with the provisions of the General Terms of the Loan Agreement.
    2. The Company may terminate the Agreement by suspending or terminating the Account, with immediate effect if any of these valid reasons arise, in particular when:
      1. the User is in breach of these Terms, in particular the rules of conduct set out in Section 5. COMPLIANCE WITH THE APPLICABLE LAW or in Section 7. GENERAL RULES OF USE OF THE SERVICES;
      2. the User grossly violates Applicable Law or the rights of the Company or Third-Parties in connection with the User's use of the Services, in particular intellectual property rights;
      3. the User carries out activities detrimental to the Company or Third-Parties, in particular activities that violate or threaten the security of ICT Systems;
      4. the User uses the Services in a manner contrary to their purpose or scope as set out in these Terms;
      5. the User attempts to gain unauthorised access to the Website or to another User's Account, or to assist others in such attempts;
      6. the User overcomes software security features that restrict or protect the use of Content;
      7. the User fails to pay any of the Fees;
      8. unexpected operational difficulties occur;
      9. it is requested by law enforcement or other public authorities.
    3. In the event that the Company suspends or terminates the Account, the User will not be able to access the Account or use any Services that require the Account.
  16. COMPANY FEES AND GAS FEES
    1. The Company collects Company Fees and Gas Fee.
    2. The User authorizes the Company, or the Company’s payment processor, to debit or deduct from the amounts paid any applicable fees due in connection with the use of the Services, including the Company Fees and Gas Fee.
    3. The User hereby acknowledges that under no circumstances any transaction that occur on the Website (i.e. payment in performance of the Loan Agreement) becomes invalid, revocable, retractable, or unenforceable on the basis that the given Fee for given transaction was unknown, too high, or otherwise unacceptable.
    • [Company Fees]
      1. The Company Fees are charged by the Company.
      2. The amounts of the Company Fees are set out in Annex no. 2 to these Terms and are displayed on the Website’s interface when the User orders a Service for a remuneration.
      3. The Company may change the Company Fees in accordance with Section 21. AMENDMENTS TO THE TERMS. In such case the User will be notified of a change to the Company Fees in accordance with the Section referred to in the preceding sentence.
    • [Gas Fee]
      1. The Gas Fee is charged by the smart contract.
      2. The maximum estimated amount of the Gas Fee is displayed on the Website’s interface when the User orders a Service which requires payment of the Gas Fee.
      3. The User acknowledges that:
        1. The Company collects a Gas Fee for the benefit of the recipients of the Gas Fee who are network validators to cover the network validators' costs associated with processing transactions on the blockchain network;
        2. The Company does not receive any amounts from the Gas Fee or determine the amount of the Gas Fee;
        3. The Company is not responsible for the amount of the Gas Fee as it is outside of the Company’s control and the Company may not be aware of its specific amount for a particular operation due to the way blockchain technology works;
        4. Due to the limitations and features of the blockchain technology, the Gas Fee amount may vary slightly from those indicated in the pre-transaction summary which remains beyond control of the Company (the Company shall not be responsible for such variations of the Gas Fee).
  17. TAXES
    1. The User is solely responsible for:
      1. determining whether and to what extent any taxes apply to crypto-assets transactions made by the User in connection with using the Services and to determine the rules for withholding, collecting, reporting and remitting the correct amounts of taxes to the relevant tax authorities (if applicable);
      2. declaring all receipts and debits of any of User’s crypto-assets in connection with the use of the Services, including for the purposes of national tax returns and any related returns.
    2. The User releases the Company from any and all liability in the event of the User's failure to comply with the provisions set out in this Section 15. TAXES. The Company is not responsible for the User's failure to comply with the tax obligations set out in this Section 15. TAXES.
  18. INTELLECTUAL PROPERTY RIGHTS
    1. The company grants to the User a non-exclusive, non-transferable, royalty-free, copyright license, without the right to sub-license, to use the Website and the Services, in accordance with these Terms.
    2. The Content, which includes graphical elements, is protected by copyright, trademark protection rights (or priority rights to register trademarks), and other intellectual property. The Company does not assign any copyrights or provide any licenses to use the Content outside of the license set out in this Section 16. INTELLECTUAL PROPERTY RIGHTS. Any use of the Content outside of the scope of the license, may constitute a breach of the Company’s intellectual property rights.
    3. The User recognizes and accepts that the Website may include content or characteristics that are safeguarded by copyright, patent, trademark, trade secret, or other exclusive rights and laws. The User may not modify, copy, frame, scrape, rent, lease, loan, publish, sell, distribute, remove any proprietary notices or labels, or develop derivative works based on the Website, the Services, in whole or in part, except as explicitly authorized by the company.
  19. THIRD-PARTY SERVICES
    1. The Website may contain hyperlinks to external services or websites of Third-Parties. These Terms do not apply to such Third-Party Services or websites unless expressly stated otherwise. If the User uses them, he/she does so at his/her own risk and subject to the relevant terms of services and privacy policy of such Third-Parties. The Company recommends that each User reads their terms of service and privacy policies for further information before accessing or using Third-Party Services or websites. The Company is not responsible for any Third-Party Services accessed via a hyperlink from the Website, including for their accuracy and/or completeness.
  20. PRIVACY AND PERSONAL DATA PROTECTION
    1. The Company processes the User’s personal data in accordance with Applicable Law, including the GDPR. Information on processing of the User's personal data and information on cookies can be found in the Privacy Policy.
  21. COMPLAINTS
    1. The Company shall exercise due diligence to ensure that the Services and the Website operate at an appropriate level.
    2. The User has the right to report objections and errors in the functioning of the Services and the Website by contacting the Company by email at: contact@credbull.io.
    3. The User should state in the complaint:
      1. the contact details required to send a reply to the complaint or claim;
      2. a detailed description of the event giving rise to the complaint;
      3. demands of the User making the complaint.
    4. The Company may ask the User to provide additional information to the extent necessary to provide a complete response.
    5. Complaints and notifications will be dealt with immediately, no later than within 14 days. Failure to provide or incomplete provision of the information specified in Section 19.3 may make it difficult or impossible to respond to the complaint.
    6. A complaint may be submitted anonymously if providing the User's personal data is not necessary for processing the complaint.
    7. The Company will send the User a response to the complaint to the email address from which the complaint was sent unless the User has indicated that he/she wishes to receive a response to a different email address.
  22. LIABILITY
    1. Subject to the mandatory provisions of the Applicable Law and other provisions of these Terms, our total liability on any basis (i.e. contractual, tort) for damages caused by the Company to the User who is not a Consumer in any calendar year of these Terms shall be limited to an amount equal to 100 EUR (liability limitation).
    2. Subject to the mandatory provisions of the Applicable Law, the Company shall not be liable (liability exclusion):
      1. for investment, crypto-assets or financial decisions made on the basis of the Content or for the results obtained on the basis of the Content. In particular, the Company will not be obliged to compensate the User for any damages, including loss of profits, resulting from decisions or actions taken by the User based on knowledge obtained from the Content provided. It is the User's responsibility to assess the merits and risks of using any information and Content published on the Platform or made available through the Services, with the Company making reasonable efforts to keep the Content up to date. The Company does not provide any information that constitutes investment, crypto-assets, or financial advice. The User represents that they understand that the Company is not responsible for the User's level of investment, crypto-assets, or financial knowledge or competence. All decisions by the User should be made on the basis of the User's available knowledge and considering the User's individual situation. The Company recommends seeking the support of professional investment, crypto-assets, or financial advisors before using the Website. The Company is not such an investment, crypto-assets, or financial advisor;
      2. for restricting, delaying, or preventing, in whole or in part, the User’s access to the Website or the Services as a result of acts, events, omissions or accidents beyond its reasonable control, including, strikes, failure of public utility services or telecommunications network, including the Internet, war, riot, civil commotion, malicious damage;
      3. for restricting, delaying, or preventing, in whole or in part, the User’s access to the Website or the Services due to necessary maintenance, upkeep or development work (including updates) in relation to the Website or the Services;
      4. for damage caused by circumstances beyond its direct or indirect control;
      5. for Third-Party Services, including their accuracy and completeness;
      6. for acts or omissions of the User, in particular for damages caused by the illegal use of any of the Services;
      7. for loss or damage suffered by the User as a result of the illegal or fraudulent activities of Third-Parties;
      8. for damages resulting from ICT Systems, for the operation of which the Company is not responsible, including the Internet or blockchain networks, in particular for (i)  failures, disruptions, errors, distortions, or delays in communication when using the Internet or the blockchain network; (ii) any losses incurred by the User as a result of using the blockchain network or other DLT solutions , including losses, damages or claims arising from (iii) User error (e.g. forgotten access information such as private keys, or misconstrued smart contracts or other transactions); (iv) errors or faults arising from blockchain technology (v) changes to protocol rules, protocol bifurcations and/or forks; (vi) technical problems with nodes; (vii) server failure or data loss; (viii) corrupted files;  (ix) any other failures, disruptions, errors, distortions, or delays in communication when using the Internet or the blockchain network;
      9. for any losses incurred by the User as a result of the Wallet or any Third-Party’s tool connected to the Website not functioning or malfunctioning, including (i) late reports (or lack of reports) by developers or agents of any problems with the blockchain serving,  (ii) unauthorised access or actions of Third-Parties, including but not limited to the use of viruses, phishing or other means of attack on the Website, the Wallet or any other tool connected to the Website;
      10. for any mistake, error or defect that may arise from the User’s activity as a result of the entry of incorrect, incomplete, or mistaken data into the Website interface;
      11. if permitted by Applicable Law, for lost profits, loss of goodwill or loss of data in cases where this is due to an act or omission of Third-Parties for which the Company is not responsible;
      12. in cases listed in the Annex no. 3 – RISK NOTICE.
    3. The Sections 20.1-20.2 do not deprive the Consumer of the protection(s) afforded to him by the provisions that cannot be derogated from by agreement by virtue of the law of the country where the Consumer has his habitual residence, as well as do not restrict any rights of the Consumer that cannot be excluded or limited by the Applicable Law. If the Purchaser has such protection(s) or rights that cannot be limited, the relevant provisions of the Applicable Law will apply.
  23. LIABILITY DISCLAIMER & RISK
    1. The Company does not act as a fiduciary, trustee, agent, or financial advisor to any third party entities providing capital on any platform, whether through smart contracts or other mechanisms. All interactions and transactions executed via on-chain protocols are conducted on an "as-is" and discretionary basis, and the Company does not assume any duty of care, loyalty, or prudence unless explicitly agreed to in writing via a legally binding contract.
    2. All capital interactions with the Company are governed solely by the code of the relevant smart contract(s). No additional terms, conditions, or understandings—expressed verbally, implied, or off-chain—shall be considered binding unless formally executed in writing and signed by authorized representatives of both parties.
    3. The Company may deploy capital received on-chain into third-party entities or financial products, which may include but are not limited to funds, decentralized applications, protocols, and alternative finance mechanisms (e.g., invoice financing). These investments inherently carry risk, including:
      1. Counterparty default
      2. Smart contract vulnerabilities
      3. Regulatory changes
      4. Illiquidity or market loss
      5. Operational failure of underlying platforms
    4. By interacting with the Company on-chain, the counterparty acknowledges and accepts full responsibility for any losses incurred as a result of these risks.
    5. The Company makes no representation, warranty, or guarantee—express or implied—regarding the return of capital, profitability, or risk mitigation. Capital allocations are speculative in nature and may result in partial or total loss.
    6. The Company is not liable for any unilateral changes made by the capital provider, including changes to governance, smart contract parameters, or off-chain communications, especially where such changes are made without prior notice, discussion, or agreement with the Company.
    7. This disclaimer and any disputes arising from capital interactions with the Company shall be governed by and construed in accordance with the laws of Malta. Any disputes shall be subject to the exclusive jurisdiction of the courts of Malta.
    8. By providing capital to the Company through any on-chain transaction, the counterparty irrevocably acknowledges, accepts, and agrees to the terms outlined in Clause 21.
  24. AMENDMENTS TO THE TERMS
    1. The Company reserves the right to amend these Terms for important reasons, i.e.:
      1. in the event of a change in legislation, the need to adapt these Terms to the Applicable Law directly affecting these Terms and resulting in the need to modify them to comply with the Applicable Law;
      2. the need to adapt these Terms to recommendations, orders, rulings, provisions, interpretations, guidelines, or decisions of authorised public authorities;
      3. extending or changing the functionality of the Website, including the introduction of new services provided electronically or changing the existing functionality of the Website;
      4. changing the technical conditions for the provision of the Services;
      5. the need to rectify any ambiguities, errors or clerical mistakes that may have occurred in these Terms;
      6. changing the contact details, names, identification numbers, electronic addresses or links provided in these Terms;
      7. to prevent abuse or for security reasons, including to enable the Services to be used in a legally compliant manner;
      8. improving the quality of service.
    2. If the User is a Consumer, the Company will inform the User of the planned change to these Terms by publication on the Website, or by email that the User has provided when using the Services. In such case the Company will provide the User who is a Consumer with:
      1. the content of the planned change to these Terms;
      2. the effective date of the change no less than 7 days prior to such change;
      3. the consolidated text of the amended Terms.
    3. If the User does not agree to the proposed changes of these Terms, the User is entitled to terminate Agreement under these Terms, effective on the day immediately preceding the date of the proposed amendment. The User must inform the Company of the User’s decision by sending an email to the following email address: contact@credbull.io Continued use of the Website or the Services means that the User agrees to be bound by the current version of the Terms.
  25. DISPUTES
    1. If a dispute, claim or any matter arises in connection with these Terms, the User may contact the Company in accordance with Section 2. CONTACT.
    2. Any dispute, controversy, claim or matter arising out of or connected with these Terms that is not resolved or settled amicably by way of contacting the Company will be settled by a court of competent jurisdiction, subject to Sections 22.3 – 22.5 below applicable to the Users who are EU Consumers.
    3. The Company does not utilize any alternative dispute resolution mechanisms or out-of-court redress mechanisms, except when it is required by the Applicable Law.
    4. The User should be aware that the European Commission has established a specific platform for online dispute resolution related to online sales or services agreements involving EU Consumers and businesses established in the EU. This platform is available at http://ec.europa.eu/consumers/odr. Although the Company is not legally obliged to utilize the Online Dispute Resolution (“ODR”) platform, it may consider this option on a case-by-case basis.
    5. If the Users who are Consumers have a dispute, claim, or any other matter with the Company, they may reach out to a municipal or district consumer ombudsman or consumer organizations, such as the European Consumer Centre Network, for assistance and advice.
  26. APPLICABLE LAW
    1. These Terms will be governed by the laws Malta subject to Section 23.2 below. In matters not regulated by these Terms, the relevant provisions of the Applicable Law shall apply.
    2. For the avoidance of doubt, these Terms shall not limit any rights the Users may have as a Consumer that cannot be excluded or limited under Applicable Law. In the event that User as a Consumer has such rights which cannot be limited, the provisions of the Applicable Law shall apply.
  27. FINAL PROVISIONS
    1. These Terms comprise the entire contractual relationship between the User and the Company and supersede all prior arrangements, agreements, and understandings of any kind between the User and the Company.
    2. In matters not regulated by these Terms, the relevant provisions of the Applicable Law shall apply.
    3. The Company reserves the right to transfer the rights and obligations of the Company set out in these Terms to the Company affiliates or other members of the Company’s group. If the User does not consent to such transfer, the User will be entitled to terminate the Agreement.
    4. If any provision of these Terms is declared invalid or ineffective in whole or in part by a court or other competent authority, or if the invalidity or ineffectiveness of any provision of these Terms is based on binding legal provisions, or if any provision of these Terms proves to be unenforceable in whole or in part, the remaining provisions of these Terms shall remain in full force and effect.
    5. All warranties, representations, conditions, and any other terms of any kind implied by statute or common law are excluded to the fullest extent permitted by Applicable Law.
  28. DEFINITIONS
    1. Capitalized terms in these Terms shall have the meaning set forth below:
      1. Account – a dataset about a User, including the data about the Wallet, which allows the User to use the Loan Agreement Service and/or the Referral Service.
      2. Account Service – the service provided to the User under these Terms, described in particular in Section 10. ACCOUNT SERVICE.
      3. Agreement - the agreement on the use of the Website concluded between the User and the Company under these Terms.
      4. Applicable Law – any and all applicable laws, statutes, ordinances, orders, regulatory requirements, rules and regulations and other similar legal instruments, whether state, EU, federal or local, in force at any time in relation to the User or the Company in connection with the use of the Website and/or the Services.
      5. Company (“we”, “our”, “us” etc.) – Credbull Labs Limited with registration number  C110023, and with registered address at  Level G (Office 1/1302) Quantum House 75, Triq L- Abate, Rigord, Ta Xbiex, Xbx 1120, Malta.
      6. Company Fees - all amounts payable by the User to the Company as determined under these Terms.
      7. Consumer – any natural person making a legal transaction with the Company who is not directly related to its professional or business activity.
      8. Content – any content, comments, remarks, data, information, text, photos, images, digital or other material displayed by the Company or made available by the Company by any other means on or through the Website in connection with Services.
      9. Content Access Service – the service provided to the User under these Terms, described in particular in Section 8. CONTENT ACCESS SERVICE.
      10. Connect Wallet Service – the service provided to the User under these Terms, described in particular in Section 9. CONNECT WALLET SERVICE.
      11. Crypto-Asset Account – an account held by a crypto-asset service provider in the name of one or more natural or legal persons and that can be used for the execution of transfers of crypto-assets.
      12. DLT – distributed ledger technology that enables the operation and use of distributed ledgers, which are information repositories that keep records of transactions and that are shared across, and synchronised between, a set of network nodes using a consensus mechanism.
      13. Gas Fee – the amount payable by a User to the network validators for conducting a blockchain transaction ordered by the User through Website, which is charged by the network validators. The Gas Fee is not a Company Fee, i.e. it is not imposed by the Company and the Company does not receive any amounts paid by the User as a Gas Fee.
      14. GDPR – General Data Protection Regulation 2016/679.
      15. General Terms of the Loan Agreement – the General Terms of the Loan Agreement available incredbul.io
      16. ICT Systems - a set of interoperable computing devices and software providing for the processing and storage of data as well as the sending and receiving of data over telecommunications networks, including all computers, communications, electronic, data processing or cloud systems used by the Company or the User in relation to the use and/or provision of the Services.
      17. Loan Agreement – the Loan Agreement as defined in the General Terms of the Loan Agreement.
      18. Loan Type – the Loan Type as defined in the General Terms of the Loan Agreement.
      19. Prohibited Content – any content, comments, remarks, data, information, text, photos, images, digital or other material made, shared, used or uploaded by the User other than the Content that (i) infringes any intellectual property or other proprietary rights of the Company or any Third-Party; or (ii) contains viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any of the Services; or (iii) constitutes or poses a threat to the privacy or security of any person; or (iv) constitutes unsolicited or unauthorized advertising or commercial activity; or (v) is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, pornographic, libelous or otherwise objectionable; or (vi) in the sole judgment of the Company, is inappropriate or restrict or inhibit others from using the Services, or may expose the Company or Users to any damage or liability of any kind.
      20. Services – the services provided by the Company to the User through the Platform, i.e.: the Content Access Service, Connect Wallet Service, Account Service, Loan Agreement Service, Referral Service.
      21. Self-Hosted Address - an alphanumeric code that identifies an address on a network using DLT or similar technology where Crypto-Assets can be sent or received.
      22. Terms – these Terms of Service of the Credbull Website.
      23. Third-Party – an entity other than you or the Company that provides the Third-Party Services.
      24. Third-Party Service – services or solutions provided by a Third-Party that are linked to on the Website.
      25. Token – $CBL tokens issued by the Company.
      26. User ("you", "your" etc.) – a natural or legal person using the Website and/or the Services.
      27. Wallet – a Crypto-Asset Account operated by a Third-Party on behalf of the User or the User’s off-Website Self-Hosted Address.
      28. Website – the website operated by the Company through which the Services are provided, available at: https://www.credbull.io. 

 

  1. ANNEX NO. 1 – TEMPLATE WITHDRAWAL FORM
    • (Please complete and return this form only if you wish to withdraw from the contract)
    • To [here the trader’s name, geographical address and, where available, his fax number and e-mail address are to be inserted by the trader]:
    • I/We (*1) hereby give notice that I/We (*1) withdraw from my/our (*1) contract or the provision of the following service (*1): ____________
    • Ordered on (*1) received on (*1): ____________
    • Name of consumer(s): ____________
    • Address of consumer(s): ____________
    • Signature of consumer(s) (only if this form is notified on paper): ____________
    • Date: ____________
    • (*1) Delete as appropriate.
  2. ANNEX NO. 2 – RISK NOTICE
    1. The Company explicitly disclaims any ownership or control over the crypto-assets held by the User on their Wallet.
    2. The User acknowledges and understands that the crypto-assets, being beyond the control of the Company, are inherently exposed to various risks and uncertainties.
    3. The User accepts and acknowledges each of the following risks:
    4. the prices of crypto-assets are extremely volatile. Fluctuations in the price of all kinds of Crypto-Assets could materially and adversely affect their value;
    5. the crypto-assets are digital assets that exist only by virtue of the ownership record maintained in the certain blockchain. All smart contracts are conducted and occur on the decentralized ledger. The Company has no control over, and make no guarantees, warranties or promises with in relation to smart contracts;
    6. the Company will not be liable to the User for any losses the User incurs as a result of the User’s use of the blockchain technology. This includes, but is not limited to, losses, damages or claims arising from (i) the User error (e.g. forgotten access information (such as private keys, seeds or mnemonics or incorrectly construed smart contracts or other transactions); (ii) server failure or data loss; (iii) corrupted wallet files; (iv) unauthorized access or activities by the Third-Parties, including but not limited to the use of viruses, phishing, or other means of attack against the Website or any other tool connected to the Website. The Company is also not responsible for losses due to blockchains, or any other tool connected to the Website, including but not limited to late report (or no report) by developers or representatives of any issues with the blockchain, including forks, technical node issues or any other issues having fund losses as a result;
    7. there are inherent security risks in providing information and dealing online over the Internet. The Company implements appropriate technological and organizational safeguards to reduce the risk of any security breaches which could result in the accidental or unlawful destruction, loss, alteration, disclosure or access to the User’s information. The Company also releases periodic updates to reduce the risk of security incidents;
    8. there are risks associated with using Internet-based assets, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that the Third-Parties may obtain unauthorized access to information stored on the Wallet(s). The User accepts and agrees that the Company shall not be responsible for any communication failures, disruptions, errors, distortions or delays the User may experience when using blockchains, however caused;
    9. the User acknowledges that cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to crypto-assets and the Website, which could result in the theft or loss of the crypto-assets. To the extent possible, it is intended to update the protocol underlying the Platform to account for any advances in cryptography and to incorporate additional security measures but does not guarantee or otherwise represent full security of the system. By using the Website, the User accepts these inherent risks;
    10. the User is aware of and accept the risk of operational challenges. The Website may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to or delays on the Website. The User agrees to accept the risk of the Website failure resulting from unanticipated or heightened technical difficulties. The Company does not guarantee that the Website is or will remain updated, complete, correct or secure, or that access to the Website will be uninterrupted. The Website may include inaccuracies, errors and materials that violate or conflict with these Terms. Additionally, the Third-Parties may make unauthorized alterations to the Website or the software underlying the Website. Accordingly, the User should verify all information on the Website before relying on it, and all decisions based on information contained on the Website are the User’s sole responsibility and we will have no liability for such decisions.

LOAN AGREEMENT

1. GENERAL PROVISIONS

These General Terms of the Loan Agreement ("General Loan Terms") shall apply to and form an integral part of all of the loan agreements which are concluded by and between Credbull Labs Limited - doing business as "Credbull" and "BlackOpal" - with registered address at Level G (Office 1/1302) Quantum House 75, Triq L-Abate, Rigord, Ta Xbiex, Xbx 1120, Malta ("Borrower") and individuals, third party entities, sole proprietors and other legal persons such as companies established under the applicable commercial law ("Lender").

By deploying capital into a permissionless vault administered by the Borrower from its website or any third party platform, it is assumed that the Lender has read and agreed with this loan agreement in its entirety.

2. DEFINITIONS

Capitalized terms in these General Loan Terms or the Loan Agreement shall have the meaning set forth below:

"Annual Percentage Yield" or "APY" – an interest rate on the Loan.

"Asset Managers" - third party licensed asset managers, investment advisors, fund managers, or any other financial services providers that manage, invest, or otherwise handle the underlying digital assets deployed by Credbull Labs Limited, including but not limited to any affiliates, subsidiaries, partners, or agents of such entities.

"Borrower" – Credbull Labs Limited with registration number C110023, and with registered address at Level G (Office 1/1302) Quantum House 75, Triq L-Abate, Rigord, Ta Xbiex, Xbx 1120, Malta.

"Confidential Information" – any information obtained from the other Party in connection with the Loan Agreement or any information related to the disclosing Party in connection with the Loan Agreement, regardless of the form or medium of such information.

"Consumer" – any natural person who concludes the Loan Agreement with the Borrower, which is not directly connected with any of the natural persons' professional or business activity.

"Crypto-Asset Account" – an account held by a crypto-asset service provider in the name of one or more natural or legal persons and that can be used for the execution of transfers of crypto-assets.

"General Loan Terms" – these General Terms of the Loan Agreement.

"Individual Loan Terms" – individual terms of the Loan Agreement set out in Section 3.2.2 of these General Loan Terms.

"Lender" – natural persons who are at least 18 years of age, including sole proprietors, legal persons such as companies established under the applicable commercial law and other entities that may enter into a Loan Agreement with the Borrower under the applicable law.

"Loan" – a loan granted by the Lender to the Borrower under the Loan Agreement.

"Loan Agreement" – a loan agreement between the Parties as defined in Section 3 of these General Loan Terms.

"Loan Amount" – an amount of the loan granted by the Lender to the Borrower under the Loan Agreement in respect of economic rights in the form of USDC or USDT crypto-assets, indicated in the Loan Form.

"Loan Form" – the electronic form that is a part of the Website's interface which sets out the General Loan Terms and which is an integral part of the Loan Agreement.

"Loan Payment" – the payment of the amount equal to the Loan Amount together with all accrued and unpaid interest by the Borrower to the Lender.

"Loan Type" – categories of Loans that can be granted by the Lender to the Borrower under these General Loan Terms.

"Lock-Up Date" – the last day of the Lock-Up Period.

"Lock-Up Period" – a duration of the Loan Agreement specified separately for each Loan Type.

"Maximum Total Loans Amount" – a maximum aggregated total Loan Amount which may be granted by different Lenders to the Borrower, specified separately for each Loan Type.

"Minimum Loan Amount" – a minimum Loan Amount.

"Privacy Policy" – the Privacy Policy of the Borrower Website available at credbull.io

"Prohibited Jurisdiction" – any country, state, territory, or other jurisdictional unit in which it is prohibited or restricted to conduct activities involving crypto-assets under applicable law or applicable national, international or other sanctions.

"Sanction List" – a list identifying persons or entities subject to an embargo or other economic sanctions, such as, but not limited to the United Nations Security Council sanctions list and/or European Union or European Union Member State sanctions lists.

"Terms of Service" – the Terms of Service of the Borrower Website available at: credbull.io

"Transaction Fees" – Company Fees as defined in the Terms of Service and/or Gas Fee as defined in the Terms of Service.

"USDC" – a crypto-asset (stablecoin) which value is pegged to the one U.S. dollar at 1:1 ratio and managed by Circle Internet Financial Limited.

"USDT" – a crypto-asset (stablecoin) which value is pegged to the one U.S. dollar at 1:1 ratio and managed by Tether Operations Limited.

"Wallet" – a Crypto-Asset Account operated by a Third-Party on behalf of the User or the User's off-Website Self-Hosted Address.

"Website" – an online platform operated by the Borrower or a third party which allows for the administration of the Loan Amount.

3. SUBJECT OF THE LOAN AGREEMENT

3.1. The Lender undertakes to grant the Borrower a Loan Amount in the amount set by the Lender in a Loan Form and the Borrower undertakes to use its best commercial efforts to return the amount equal to the Loan Amount, together with interest, upon the redemption terms, interest cycle or Lock-Up Date, in accordance with these General Loan Terms, subject to the limitations and disclaimers set forth in Section 20.

3.2. The Loan Agreement consists of: 3.2.1. the General Loan Terms; and 3.2.2. the Individual Loan Terms, includes, but not limited to, the following:

  • Loan Type – which may include a Lock-Up Period, APY, Minimum Loan Amount, Maximum Total Loans Amount;
  • Loan Amount – set by the Lender;
  • Network gas fees

3.3. The Loan Agreement may consist of any loan amount or lock-up period.

3.4. The ownership of the Loan Amount passes to the Borrower upon the conclusion of the Loan Agreement in accordance with Section 5.

3.5. The Borrower does not manage capital directly but rather deploys capital to Asset Managers who manage capital as per their respective regulatory and product mandate. The Borrower is not responsible in any way for the management of the loan by third parties.

4. WARRANTIES AND REPRESENTATIONS OF THE PARTIES

4.1. The Lender represents and warrants that: 

4.1.1. it has full legal capacity, power, and authorizations to conclude and execute the Loan Agreement and to perform its obligations under the Loan Agreement; 

4.1.2. it acknowledges that smart contracts do not constitute legal or enforceable contracts and that all rights and obligations are governed solely by this agreement; 

4.1.3. the conclusion and the performance of the Loan Agreement does not constitute a breach of mandatory provisions of the law and/or any judgment of a common court or an arbitration court and does not constitute a breach or material failure to comply with the provisions of any agreement to which the Lender is a party and/or any decision of state authorities or local government; 

4.1.4. it acts for its own account, not as a proxy or agent; 

4.1.5. it has such knowledge and experience in financial and business matters which allows to evaluate the merits and inherent risks involved in the Loan Agreement concerning the crypto-assets loans, including risk of new financial regulatory requirements or volatility of the price of such crypto-assets; 

4.1.6. it concludes the Loan Agreement on the basis of its own judgment and/or upon the advice of such professional advisers whom it considers necessary to consult with (other than the Borrower) and that it is not relying on any communication, conducted in any form whatsoever, of the Borrower as an investment, tax or accounting advice or other legal recommendation to enter into the Loan Agreement; 

4.1.7. the Lender does not and will not carry out any illegal activity, including money laundering, financing of terrorism or any other activity in violation of any state or international sanctions as defined by the applicable law in connection with the Loan Agreement; 

4.1.8. the Lender is not indicated on any Sanction Lists; 

4.1.9. the Lender is not located in a Prohibited Jurisdiction, is not a citizen of a Prohibited Jurisdiction nor is a resident of a Prohibited Jurisdiction; 

4.1.10. the Lender's crypto-assets transferred to the Borrower in performance of the Loan Agreement come from legitimate sources; 

4.1.11. the Lender hereby irrevocably waives any right to legal claim on the assets of the Borrower in the event of capital loss and acknowledges that any capital deployed is at the sole risk of the Lender. 

4.1.12. the Lender acknowledges and agrees that unless the Lender has entered into a separate written agreement duly executed by authorized representatives of both the Lender and the Borrower, the Lender has no legal standing whatsoever to bring any claims, actions, or proceedings against the Borrower, and any disputes arising shall be governed exclusively by the terms of this agreement.

4.2. The Borrower represents that: 

4.2.1. it is a private limited company, duly established and existing in accordance with the laws of Malta; 

4.2.2. it has full legal capacity, power, and authorizations to conclude and execute the Loan Agreement and to perform its obligations under the Loan Agreement; 

4.2.3. it will use its best commercial efforts to perform its obligations under the Loan Agreement, subject to the limitations and disclaimers set forth in Section 20; 

4.2.4. it acts for its own account, not as a proxy or agent.

5. CONCLUSION OF THE LOAN AGREEMENT

5.1. The Loan Agreement shall be perceived as concluded between the Parties at the time when: 

5.1.1. the Lender deploys capital in a vault administered by the Borrower; and 

5.1.2. when a positive consensus protocol is carried out by the users of the blockchain network, which results in a declaration being written on the block of the chain in question.

5.2. By deploying capital into a vault administered by the Borrower from its website or any third party platform, the Lender confirms that they have read and agreed with this loan agreement.

6. TRANSACTION FEES

6.1. The Borrower may collect Company Fees and Gas Fees in accordance with Section 14 of the Terms of Service.

7. INTEREST

7.1. The Lender may be entitled to interest calculated on the value of the outstanding portion of the Loan Amount using the interest rate being the APY, which shall be set depending on the Loan Type, subject to the successful deployment and performance of underlying investments as described in Section 21.

7.2. Interest on the Loan Amount shall be calculated in the same units of crypto-assets in which the Loan Amount has been transferred to the Borrower, i.e. either USDC or USDT.

7.3. Interest on the Loan Amount shall not be capitalized during the term of the Loan Agreement.

7.4. The Parties hereby agree that the Lender shall not be entitled to any remuneration beyond what is actually generated from the underlying investments, and the Borrower makes no guarantee of any specific returns.

8. LOAN PAYMENT

8.1. The Loan Payment, i.e. the amount equal to the Loan Amount together with any accrued and unpaid interest that has been actually generated, shall be payable by the Borrower to the Lender, subject to the performance of underlying investments: 

8.1.1. after the Lock-Up Date or interest cycle; 

8.1.2. after being authorised by the blockchain protocol; 

8.1.3. to the Lender's public Wallet address from which the Lender transferred the Loan Amount to the Borrower in performance of the Loan Agreement.

8.2. The Borrower shall NOT be obligated to make Loan Payment early, either in part or in full, together with the accrued and unpaid interest, prior to the occurrence of the interest cycle or Lock-Up Date.

8.3. Upon the Loan Payment, the ownership of any amounts actually available shall pass from the Borrower to the Lender.

8.4. The Loan Payment shall be payable by the Borrower to the Lender in the same units of crypto-assets in which the Loan Amount has been transferred to the Borrower, i.e. either USDC or USDT, to the extent such amounts are available.

8.5. All transfers of crypto-assets made by the Borrower under the Loan Payment shall first be credited to the outstanding interest, then to the interest accrued on the Loan Amount and, the remaining amount shall be credited to the repayment of the Loan Amount.

8.6. The day of the Loan Payment shall be deemed to be a day of debiting the Borrower's Wallet address with the available amounts.

8.7. The Borrower reserves the right to refrain from Loan Payment where required under the applicable law, in particular as regards to anti-money laundering law, or where insufficient funds are available due to the performance of underlying investments.

9. CONFIDENTIAL INFORMATION

9.1. During the term of the Loan Agreement and for a period of 5 (five) years after its termination or expiration on any basis, the Parties agree not to use (other than to the extent necessary for execution of the Loan Agreement) or disclose or make available for its own purposes or the third parties, in any manner whatsoever any Confidential Information without the prior consent of the other Party in written form.

9.2. The Party is relieved from complying with the obligation referred to in Section 9.1. hereof, in respect of Confidential Information which: 

9.2.1. became publicly known through no fault of the receiving Party or was already known to the receiving Party without any obligation of confidentiality; 

9.2.2. has been lawfully received by the receiving Party from a third party without any obligation of confidentiality; 

9.2.3. has been disclosed by the disclosing Party to a third party without any obligation of confidentiality; 

9.2.4. has been independently developed by the receiving Party without reference to or use of such Confidential Information; 

9.2.5. has been disclosed to auditors, investors, advisors, employees, and co-operating entities of the relevant Party, provided that such parties are bound by an appropriate obligation to maintain confidentiality in respect of any information thus disclosed to them, before the disclosure; 

9.2.6. is required to be disclosed by reason of a decision of a court or other authority competent to make such a decision or by reason of an obligation under the law, provided that the Party required to make such a disclosure shall use reasonable efforts to give the other Party reasonable advance notice of such disclosure in order to enable the other Party to prevent or limit such disclosure, unless it is not possible under the applicable law.

9.3. The provisions of this Section 9 are without prejudice to the provisions applicable to the Parties providing for extended protection of the Confidential Information than the period indicated above.

9.4. CAPITAL LOSS CONFIDENTIALITY: In the event of any capital loss by the Borrower or any Asset Manager, whether partial or total, the Lender and its affiliates, agents, representatives, employees, and related parties hereby agree to maintain strict confidentiality regarding such loss and shall not disclose, communicate, or make available any information relating to such capital loss to any third party whatsoever, whether privately to individuals or entities outside the Lender's core management team, or publicly on any forum, platform, social media, website, publication, or in any other manner, medium, or form. This confidentiality obligation is perpetual and survives the termination of this Agreement.

9.5. VIOLATION OF CAPITAL LOSS CONFIDENTIALITY: In the event of any violation of Section 9.4, the Lender shall be liable for defamation, slander, and/or libel under the laws of Malta with no liability limits whatsoever. The Lender agrees to pay all legal fees, costs, and expenses incurred by the Borrower in connection with any breach of Section 9.4, including but not limited to attorneys' fees, court costs, and damages. The Lender acknowledges that any disclosure of capital loss information constitutes a material breach of this Agreement and subjects the Lender to unlimited liability for all resulting damages.

10. LIABILITY

10.1. The Borrower is not considered to be an entity providing investment or legal advice or providing investment recommendations in the context of the Loan Agreement.

10.2. The Borrower shall not be liable to the Lender for any damages whatsoever, including but not limited to any or total loss of capital, that the Lender may incur in connection with the Loan Agreement.

10.3. The Lender understands and hereby accepts all risks that are inherently associated with lending in crypto-assets and investing in digital assets, including but not limited to total loss of capital.

10.4. The Lender acknowledges and agrees that all capital interactions with the Borrower are speculative in nature and may result in partial or total loss, and the Lender hereby waives any right to legal claim against the Borrower's assets in the event of such losses.

10.5. The Lender acknowledges and agrees that all capital deployed by the Borrower into Asset Managers who manage the underlying assets are done so by accredited investors only who are aware of and agree to the risk associated with the management of these assets. These Asset Managers operate within their respective regulatory and product mandates and are not liable whatsoever to the Lender for any damages, losses, claims, or liabilities of any kind, including but not limited to any or total loss of capital, that the Lender may incur in connection with the Loan Agreement. The Lender hereby irrevocably waives any right to legal claim against the assets of any Asset Manager and acknowledges that Asset Managers shall have no liability whatsoever for any loss of capital, in part or in whole.

10.6. NO OBLIGATION TO PROVIDE PROOF OF LOSS: In the event of capital loss due to default, market conditions, counterparty failure, or any other cause whatsoever, the Borrower has no obligation to provide any proof, documentation, evidence, or explanation of such loss to the Lender. The Lender acknowledges and agrees that any legal obligations regarding proof of loss exist solely between the Borrower and the Asset Manager, and the Lender has no right to demand, request, or require any such proof from the Borrower or Asset Manager. The Lender waives any right to discovery, audit, or investigation of capital losses.

11. TERMINATION OF THE LOAN AGREEMENT

11.1. The Loan Agreement may be terminated by the Borrower, with immediate effect, on the occurrence of a material breach of the provisions of the Loan Agreement by the Lender.

11.2. In the event of termination of the Loan Agreement by the Borrower: 

11.2.1. all of the Parties' obligations under the Loan Agreement shall expire, with the exception of the obligations set out in Section 9, Section 10.6, and Section 21; 

11.2.2. the Borrower shall use best efforts to return any available funds to the Lender's Wallet, subject to the performance of underlying investments and the disclaimers in Section 20.

11.3. In the event the termination is performed on the basis of Section 11.1., the Lender agrees to waive any claims relating to the termination of the Loan Agreement, and the Borrower accepts the waiver of such claims.

12. AMENDMENTS TO THE GENERAL LOAN TERMS

12.1. The Borrower is entitled to unilaterally change provisions of these General Loan Terms at any time for any reason, and is not obligated whatsoever to provide notices or notification to any party prior to or after such changes have been made.

12.2. Any amendments to the General Loan Terms shall apply to all existing and future Loan Agreements immediately upon publication.

13. CONSUMER RIGHTS

13.1. The Lender acknowledges that this Loan Agreement involves speculative investments and that consumer protection laws DO NOT apply to such speculative financial products.

14. PERSONAL DATA PROTECTION

14.1. The Borrower uses the Lender's personal data in connection with the conclusion or performance of the Loan Agreement. The legal grounds, purposes and rules of personal data processing are described in the Privacy Policy.

15. GOVERNING LAW

15.1. In matters not regulated by the Loan Agreement, the provisions of the laws of Malta apply.

16. DISPUTE RESOLUTION

16.1. The Parties agree to the exclusive jurisdiction of the courts of Malta in respect of any dispute, controversy, claim or other matter arising from this Loan Agreement.

17. SEVERABILITY

17.1. If any provision (or part of a provision) of the Loan Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision (or part of a provision) shall be deemed deleted. Any modification to or deletion of a provision (or part of a provision) shall not affect the legality, validity, and enforceability of the rest of the Loan Agreement.

18. SMART CONTRACT DISCLAIMER

18.1. The Lender acknowledges and agrees that smart contracts do not constitute legal or enforceable contracts in any jurisdiction with respect to the Borrower. All rights and obligations between the parties are governed exclusively by this written agreement.

18.2. Any smart contract deployment is merely a technological tool and does not create any legal rights or obligations beyond those expressly set forth in this written agreement.

19. CAPITAL DEPLOYMENT AND THIRD-PARTY MANAGEMENT

19.1. The Lender understands and acknowledges that the Borrower does not manage capital directly but rather deploys capital to Asset Managers who manage capital as per their mandate.

19.2. The Borrower is not responsible for the management of the loan by such Asset Managers and makes no representations or warranties regarding the performance of such third parties.

19.3. The Lender acknowledges that all risks associated with Asset Managers are borne solely by the Lender.

19.4. The Lender acknowledges and agrees that Asset Managers are independent third parties operating under their own regulatory frameworks and are not agents, employees, or representatives of the Borrower. The Borrower has no control over Asset Managers' investment decisions, strategies, or operations.

20. LIABILITY DISCLAIMER & RISK

20.1. The Borrower does not act as a fiduciary, trustee, agent, or financial advisor to any third party entities providing capital on any platform, whether through smart contracts or other mechanisms. All interactions and transactions executed via on-chain protocols are conducted on an "as-is" and discretionary basis, and the Borrower does not assume any duty of care, loyalty, or prudence unless explicitly agreed to in writing via a legally binding contract.

20.2. No additional terms, conditions, or understandings—expressed verbally, implied, or off-chain—shall be considered binding unless formally executed in writing and signed by authorized representatives of both parties.

20.3. The Borrower may deploy capital received on-chain into third-party entities or financial products, which may include but are not limited to Asset Managers, decentralized applications, protocols, and alternative finance mechanisms (e.g., invoice financing). These investments carry inherent risk, including:

  • Counterparty default
  • Smart contract vulnerabilities
  • Regulatory changes
  • Illiquidity or market loss
  • Operational failure of underlying platforms
  • Force majeure events
  • Government intervention or prohibition
  • Technology failures or cyber attacks

20.4. By interacting with the Borrower on-chain, the Lender acknowledges and accepts full responsibility for any losses incurred as a result of these risks.

20.5. The Borrower makes no representation, warranty, or guarantee—express or implied—regarding the return of capital, profitability, or risk mitigation. Capital allocations are speculative in nature and may result in partial or total loss.

20.6. The Borrower is not liable for any unilateral changes made by the Lender, including changes to governance, smart contract parameters, or off-chain communications, especially where such changes are made without prior notice, discussion, or agreement with the Company.

20.7. This disclaimer and any disputes arising from capital interactions with the Borrower shall be governed by and construed in accordance with the laws of Malta. Any disputes shall be subject to the exclusive jurisdiction of the courts of Malta.

20.8. By providing capital to the Borrower through any on-chain transaction, the Lender irrevocably acknowledges, accepts, and agrees to the terms outlined in this Section 20.

20.9. The Lender hereby irrevocably waives any right to legal claim on the assets of the Borrower or any Asset Manager in the event of capital loss in part or in whole and acknowledges that the Borrower and Asset Managers shall have no liability whatsoever for any loss of capital, in part or in whole.

20.10. The Borrower shall not be liable for any losses arising from regulatory changes, government actions, force majeure events, or any circumstances beyond the Borrower's reasonable control.

21. FINAL PROVISIONS

21.1. These General Loan Terms, being an integral part of every Loan Agreement, are binding as of January 1, 2025.

21.2. All warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are excluded from these General Loan Terms to the fullest extent permitted by the applicable law.

21.3. In the event of a conflict between the content of the Loan Form and the content of these General Loan Terms, the content of these General Loan Terms shall prevail to the extent they provide greater protection to the Borrower.

21.4. By deploying capital into a vault administered by the Borrower from its website or any third party platform, the Lender confirms that they have read, understood, and agreed to all terms of this loan agreement, including all liability disclaimers and risk acknowledgments.

22. INDEMNIFICATION

22.1. The Lender agrees to indemnify, defend, and hold harmless the Borrower and Asset Managers from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: 

22.1.1. the Lender's breach of any provision of this Agreement; 

22.1.2. any claim brought by the Lender or any third party against the Borrower or Asset Managers in connection with the Loan Agreement; 

22.1.3. any regulatory action or investigation arising from the Lender's participation in the Loan Agreement; 

22.1.4. any tax liabilities or obligations arising from the Lender's capital deployment; 

22.1.5. any violation of the confidentiality obligations set forth in Section 9.4 and Section 9.5.

22.2. This indemnification obligation shall survive the termination or expiration of the Loan Agreement.

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