Effective as of August 10, 2026
PARABOLIK PLATFORM TERMS AND CONDITIONS
Please read this summary before you use the Platform.
These Platform Terms affect your legal rights, so please read them in full. In summary: Section 8 limits the types of losses we are responsible for and caps our total liability to you. Section 9 requires disputes to be resolved by individual arbitration rather than in court or as part of a class action, waives trial by jury, and requires any claim to be brought within one year. Section 4 explains where the fees for each Vault are disclosed and how they are deducted.
1. THE AGREEMENT
1.1 Parties. These Parabolik Platform Terms and Conditions (these “Platform Terms”) form a binding agreement between Parabolik Inc., a Delaware corporation, together with its affiliates and subsidiaries (“Parabolik”, “we”, “our” or “us”), and you, whether you act in your personal capacity or as an employee, officer, agent or other representative of a company or other entity (“you” or “your”).
1.2 What These Platform Terms Cover. These Platform Terms govern your access to and use of Parabolik’s technology platform and of the websites and applications through which it is made available, including parabolik.io, together with any other website, mobile application or interface that we authorize for that purpose (collectively, the “Platform”).
1.3 How You Become Bound. Read these Platform Terms carefully before you begin to use the Platform. You become bound by them when you click to accept or agree to them or, if earlier, when you first access or use the Platform. If you are unwilling to be bound by them, you must not access or use the Platform. You acknowledge that these Platform Terms contain legally binding terms and conditions that affect your legal rights and remedies.
2. DEFINED TERMS
In these Platform Terms, the following terms have the following meanings. Other capitalized terms are defined where they first appear, including “Platform” in Section 1.2, “Strategy Fees Table” in Section 4.1 and “Prohibited Jurisdictions” in Section 7.7.
“Digital Assets” means cryptographic tokens and other digital representations of value that are recorded on a blockchain or other distributed ledger, and “Digital Asset” means any one of them.
“Disallowed User” means any user, and any individual resident in any jurisdiction, for whom we elect to restrict or deny access to the Platform under these Platform Terms.
“Open Source Strategy” means a rules-based trading model that is publicly documented and implemented through transparent, systematic logic.
“Receipt Token” means a token issued in respect of a deposit into a Vault, which reflects the depositing Vault Depositor’s underlying economic rights to revenue generated by that Vault in accordance with the Vault’s trading strategy and commensurate with the deposit, and which confers no ownership interest, governance right or partnership interest in any legal entity.
“Parabolik Parties” means Parabolik, its affiliates, and their respective licensors, service providers, employees, agents, officers and directors, and “Parabolik Party” means any one of them.
“Third-Party Manager” means a person other than Parabolik that tokenizes a trading strategy on the Platform, which may include a registered or licensed asset manager, a quantitative trading firm or another professional strategy developer.
“Third-Party Manager Strategy” means a trading strategy developed and defined by a ThirdParty Manager, being an independent person and not Parabolik.
“User Platform Wallet” means the non-custodial (self-hosted) crypto wallet you use to interact with the Platform, including the wallet from which you make a deposit into a Vault.
“Vault” means the form in which an Open Source Strategy or a Third-Party Manager Strategy is deployed on the Platform.
“Vault Depositor” means a user of the Platform that deposits Digital Assets into a Vault.
3. THE PLATFORM
3.1 What the Platform Is. The Platform is a software infrastructure layer that applies blockchain technology, including tokenization, in order to provide on-chain access to institutional systematic trading strategies. It comprises a technology layer only, consisting of a user interface and application programming interfaces. The Platform permits the deployment of Open Source Strategies and enables Third-Party Managers to tokenize trading strategies, each of which is deployed in the form of a Vault. Where you satisfy the applicable eligibility requirements and comply with these Platform Terms, you and other users may deposit Digital Assets into a Vault deploying an Open Source Strategy or a Third-Party Manager Strategy, and each such deposit is represented by Receipt Tokens. The Platform operates through a rules-based, automated architecture.
3.2 What Parabolik Does Not Do. The Platform is non-custodial. Parabolik does not custody, possess or control your funds or Digital Assets at any time. Before you deposit, your Digital Assets remain in your User Platform Wallet and under your sole control. When you elect, in your sole discretion, to deposit into a Vault, your Digital Assets pass to that Vault’s smart contract, which operates autonomously, and you receive Receipt Tokens evidencing your right to redeem in accordance with these Platform Terms. Parabolik is not able to access, move or transfer any Digital Asset held by a Vault, and no Digital Asset held by a Vault is held by Parabolik or on its behalf. Parabolik may, however, prevent a User Platform Wallet from connecting to the Platform, including where required by applicable law or where we consider it necessary or appropriate in order to comply with sanctions, anti-money laundering or counter-terrorism financing requirements, or with our related compliance policies. That includes where you or your User Platform Wallet is identified as, or as possibly being, the subject of sanctions. Where we do, you will not be able to make a deposit or a redemption through the Platform, and any Digital Assets already held by a Vault will remain in that Vault. Your rights in respect of a Vault are subject to applicable law and to these Platform Terms. Parabolik does not provide advice, does not exercise trading discretion, does not solicit investors and does not receive transaction-based compensation.
3.3 No Fiduciary or Advisory Duties. These Platform Terms do not create or impose any fiduciary duty on Parabolik. You acknowledge and agree that we owe no fiduciary duty or liability to you or to any other person and that, to the extent any such duty or liability might otherwise exist at law or in equity, it is irrevocably disclaimed, waived and eliminated to the fullest extent permitted by law. The only duties and obligations we owe you are those expressly set out in these Platform Terms.
3.4 Identification of Smart Contracts. Where the Platform presents information about a Vault or a Third-Party Manager, it does so on the presumption that a given name, symbol or logo is associated with a particular smart contract deployed to one or more blockchain systems. We draw those associations from third-party resources, which may be inaccurate or may not otherwise conform to your expectations, and we are not responsible for the information those resources supply. You must not rely on any name, symbol or branding displayed on the Platform. You must instead examine thoroughly the specific smart contract said to be associated with that name, symbol or branding.
3.5 Third-Party Resources. References, links or referrals to, or connections with, third-party resources, products, services or content - including smart contracts developed or operated by third parties - may be provided to you in connection with the Platform. Parabolik does not endorse and assumes no responsibility for the activities of third parties or for any resource, product, service, content or promotion owned, controlled, operated or sponsored by a third party. If you access any of them, or participate in any such promotion, you do so solely at your own risk. You expressly waive and release Parabolik from all liability arising from that use or participation, and you agree that Parabolik is not responsible or liable, directly or indirectly, for any damage or loss caused, or alleged to be caused, by or in connection with your use of or reliance on any such resource, product, service, content or promotion.
3.6 Vault Upgrades, Migrations and Sunsets. You understand and acknowledge that a Vault may be upgraded, migrated or sunset after you have deposited into it. On an upgrade or a migration, you may elect either to transfer into a new Vault or to redeem your Receipt Tokens to the User Platform Wallet from which you made your original deposit. On a sunset, the Vault will be permanently discontinued and you will be required, within the period specified in the applicable sunset notice, either to transfer into a new Vault or to redeem your Receipt Tokens to your User Platform Wallet. On any redemption you will receive to your User Platform Wallet the redemption amount attributable to the Receipt Tokens you redeem. That amount is determined by the applicable Vault by reference to the Digital Assets it then holds, and is net of the amounts deducted under Section 4 and of the network and gas fees incurred in realizing the Vault’s positions and effecting the redemption. Any transfer in connection with an upgrade or a transition is executed at your sole discretion. Where you transfer into a new Vault, the fees applicable to that new Vault are those set out in its Strategy Fees Table, which may differ from the fees applicable to the Vault from which you transfer, as provided in Section 4.2. We may require, and your continued access to the Platform may be conditioned upon, your acceptance of additional terms in connection with that transfer.
3.7 Platform Updates. The Platform may be updated from time to time. Without limitation:
(a) the smart contracts underlying a Vault may be upgraded to improve functionality, efficiency or compatibility with the Platform;
(b) the trading strategy associated with a Vault may be modified or replaced to reflect changes in market conditions or in strategy parameters;
(c) urgent patches or updates may be applied to address vulnerabilities or risks to the security or integrity of a Vault; and
(d) a Vault and its associated strategy may be discontinued, in which case Vault Depositors will be required to redeem their Receipt Tokens, or to transfer into a new Vault, in accordance with Section 3.6.
3.8 Third-Party Tools. We may require that, in order to access the Platform, you use particular thirdparty tools or technology, including a third-party crypto wallet capable of interfacing with the Platform. Your use of the Platform may in that case also be subject to the terms of use applicable to those tools or that technology.
3.9 Electronic Communications. We may provide communications to you regarding the Platform, or regarding any activity conducted on the Platform, in electronic form, including by e-mail, text message or other electronic messaging format. You consent to receiving communications in that form and agree that all terms and conditions, disclosures and agreements we provide to you electronically satisfy any legal requirement that they be provided in non-electronic writing. If you fail to provide or to update your e-mail address or other required contact information, we are not responsible or liable for any communication you do not receive.
3.10 Suspension and Restriction of Access. You understand and acknowledge that we reserve the right to restrict your access to the Platform at any time, for any reason, in our sole discretion and without notice. We may restrict access to the Platform for certain users, or for individuals resident in certain jurisdictions, each of whom is a Disallowed User. We may also disable your access if we determine, in our sole discretion, that you have violated any provision of these Platform Terms, or if in our sole opinion your continued use may cause an adverse impact to the availability or the security of the Platform.
3.11 Changes to the Platform. We reserve the right, in our sole discretion and with or without notice, to (a) withdraw or modify the Platform, or any service or material provided on the Platform, (b) disable or discontinue access to the Platform at any time, with or without cause or good reason, (c) limit or restrict your access to the Platform, whether because you are a Disallowed User or otherwise, or (d) refuse to process any transaction or to facilitate any activity you request through the Platform. We will not be liable to you for any loss or damage you incur by reason of any change to, or removal of, any functionality on the Platform, or by reason of our refusal to process any transaction or to facilitate any activity you request on the Platform.
3.12 Changes to These Platform Terms. We reserve the right to change these Platform Terms at any time upon notice. Notice may be given by posting the updated Platform Terms on the Platform landing page, by e-mail or by any other reasonable means. You may review the most current version at any time at parabolik.io. The version of these Platform Terms in effect at the time of your use of the Platform applies to that use, and an updated version binds you with respect to your use of the Platform on or after the date indicated in it. If you do not agree to the updated Platform Terms, you must stop using the Platform.
4. FEES
4.1 Fees Are Disclosed Separately. Use of the Platform and participation in a Vault are subject to fees. Fees are not set out in these Platform Terms. The fees applicable to a Vault differ from Vault to Vault and include both fees payable to Parabolik and fees payable to the relevant Third-Party Manager. The fees applicable to a Vault are those set out in the fee information Parabolik makes available for that Vault through the Platform, however presented (in respect of each Vault, its “Strategy Fees Table”). The Strategy Fees Table for a Vault forms part of these Platform Terms in respect of your deposit into that Vault. It is your responsibility, before you deposit into a Vault, to review the Strategy Fees Table for that Vault and to satisfy yourself as to the fees that will be deducted. By depositing Digital Assets into a Vault, you confirm that you have reviewed the Strategy Fees Table for that Vault, you agree to be bound by these Platform Terms in respect of that deposit, and you accept, and authorize the deduction of, the fees set out in that Strategy Fees Table. Your acceptance under this Section 4.1 is in addition to, and does not limit, the ways in which you become bound under Section 1.3.
4.2 Fees Fixed for the Life of the Vault. The fees applicable to a Vault are those set out in the Strategy Fees Table for that Vault as at the time that Vault is deployed. Parabolik will not increase those fees, and will not introduce an additional category of fee, in respect of that Vault. Where fees are to differ from those disclosed for an existing Vault, the revised fees will apply only in respect of a separate Vault, and they will apply to you only if you elect to transfer into that Vault under Section 3.6.
4.3 How Fees Are Deducted. Fees are calculated and deducted automatically in accordance with the rules-based logic of the applicable Vault and are settled out of the Digital Assets held by that Vault, rather than invoiced to you or collected from you separately. You authorize that calculation and deduction. Fees may be deducted regardless of the applicable Vault’s performance, including where it makes a loss, and they reduce the value of your Receipt Tokens and any amount you ultimately redeem. Once deducted, fees are non-refundable, except where the applicable Strategy Fees Table expressly provides otherwise or where applicable law requires otherwise.
4.4 Network and Gas Fees. Blockchain network and gas fees are incurred directly on the applicable blockchain network in connection with the Platform functionality you use. Those amounts are payable to the relevant blockchain network or to a third-party service provider, are not received by Parabolik, and are in addition to the fees set out in a Strategy Fees Table. As between you and Parabolik:
(a) you are responsible for the gas and other network fees incurred when you mint or redeem Receipt Tokens and on any deposit, withdrawal or transfer you initiate;
(b) where a transaction is effected through a third-party wallet or other third-party service, any fee that provider charges is a matter between you and that provider and is governed by that provider’s terms; Parabolik neither receives nor controls any such fee and is not responsible for it; and
(c) once your deposit is held in a Vault, the gas and other network fees incurred in executing, and in unwinding or discontinuing, that Vault’s trading strategy are a cost of operating that strategy. They are paid directly from the Digital Assets it holds, and they reduce the value of your Receipt Tokens and any amount you ultimately redeem.
Network and gas fees are set by network conditions, are variable and are not capped. They are not fees payable to Parabolik or to any Third-Party Manager, and accordingly Section 4.2 does not apply to them. Parabolik does not set, adjust, or have discretion over these fees.
4.5 No Recommendation. The disclosure of fees in a Strategy Fees Table is not a recommendation and is not advice as to the suitability of any Vault for you. Parabolik makes no representation that the fees applicable to any Vault are competitive, reasonable or comparable to those charged elsewhere, and makes no representation as to the effect of the fees deducted on the amount, if any, that you may ultimately redeem.
4.6 Fees Continue to Be Deducted During Disruption, Investigation and Suspension. Fees are deducted by the smart contracts governing a Vault, and those contracts operate autonomously once deployed. Parabolik has no obligation to monitor any Vault, to investigate or remediate any defect, error or degradation affecting a Vault, or to suspend, pause, migrate or sunset a Vault, and no obligation to do any of those things within any particular period. Parabolik may nevertheless monitor a Vault, and may pause a Vault in order to diagnose or investigate its operation, in each case in its sole discretion and without notice. Any monitoring, diagnosis or pause Parabolik elects to undertake is voluntary: it does not create or evidence any duty to monitor, to diagnose, to pause or to act on anything it finds, does not establish a course of dealing, and gives rise to no liability to you, whether for undertaking it, for the manner or timing of it, or for not undertaking it. Fees will continue to be deducted in accordance with the Strategy Fees Table for a Vault throughout any period during which that Vault is affected by any defect, error, failure, interruption or degradation, including any period during which Parabolik is aware of the matter and is investigating it or attempting to remediate it and any period during which the Vault is paused for diagnosis or investigation, and, where Parabolik elects to suspend, pause, migrate or sunset a Vault, until that action takes effect on-chain, which may be materially later than the time at which the decision is taken. You acknowledge that fees deducted during any such period cannot be reversed, refunded, rebated or credited by Parabolik, that this is a consequence of the immutability of the relevant smart contracts and is not a matter within Parabolik’s control, and that Parabolik is not liable for any fee deducted during any such period, or for the timing of, or any delay in, any decision to investigate, remediate, suspend, pause, migrate or sunset a Vault.
4.7 Taxes. You are solely responsible for determining what taxes apply to your activity on the Platform, including in connection with any deposit into or redemption from a Vault, the receipt or disposal of any Receipt Token and any revenue generated by a Vault, and for reporting and paying them. Parabolik does not provide tax advice. Parabolik is not responsible for withholding, collecting, reporting or remitting any tax on your behalf, and no amount deducted under this Section 4 is an amount withheld or accounted for in respect of tax.
5. WALLETS, KEYS AND CREDENTIALS
5.1 Wallet Requirement; Your Responsibility. You understand and agree that, in order to use and access certain portions of the Platform, you must use a non-custodial (self-hosted) crypto wallet that allows you to interact with public blockchains. You are responsible for all activities and events relating to or affiliated with your User Platform Wallet, and you bear all liability caused, directly or indirectly, by all actions or behaviors of that wallet. We are not liable for any act or omission of yours in connection with, or resulting from, your User Platform Wallet being compromised.
5.2 No Control Over Your Wallet. Your relationship with any crypto wallet provider is governed by the applicable terms of that third party and not by these Platform Terms. Your User Platform Wallet is neither operated nor maintained by Parabolik; we have no custody or control over its contents and no ability to retrieve or transfer the contents of any User Platform Wallet. We accept no responsibility for, and no liability to you in connection with, your use of the User Platform Wallet or of any other non-custodial crypto wallet, and we make no representation or warranty regarding how the Platform will operate with any specific crypto wallet. Where the Platform integrates a third-party wallet provisioning service to facilitate wallet creation, the resulting wallet is created, operated and maintained solely by that third-party provider. Parabolik does not manage, control or have access to any wallet created through such an integration, and your use of any such wallet is governed exclusively by the applicable third party’s terms of service.
5.3 Wallet Integrations Hosted on the Platform. Parabolik may make available, through the Platform, integrations with wallet providers and other third-party service providers. The presence of such an integration is not an endorsement, recommendation or certification of the relevant provider, and Parabolik does not represent that it has investigated, audited, vetted or approved any provider, its software or its security practices. No such integration creates any agency, partnership or joint venture between Parabolik and the provider, and neither is authorized to bind or to act on behalf of the other. Parabolik is not liable for the acts or omissions of any such provider, for the performance, availability, interruption, suspension or discontinuation of its service, for any failure, defect, malfunction or compromise of the integration itself, or for any loss you suffer because you are unable to access, use or transact through the provider at any time, including at a time of market volatility. Any information you supply in the course of using such an integration is provided to the relevant provider and is handled in accordance with that provider’s terms and privacy policy, and Parabolik is not responsible for that provider’s handling of it. Your use of any integration is at your own risk and is subject to the terms of the relevant provider.
5.4 Private Keys and Recovery Phrases. You are responsible for keeping, protecting and safeguarding any private key or mnemonic phrase relating to your User Platform Wallet. If you lose it, you may be unable to access the wallet. We are not responsible for any loss or damage arising out of the unauthorized use of your User Platform Wallet, or for any compensation or other liability caused by or arising from your use or loss of your User Platform Wallet.
5.5 Third-Party Access to Your Keys. You understand and agree that, if you authorize any third party or third-party platform to use the private key information of your User Platform Wallet, that third party or platform will thereby know your User Platform Wallet information — including information relating to your Digital Assets, your transactions, your operating authority for trading and other non-custodial crypto wallet information — your wallet will be exposed to certain risks, and you may suffer loss. You are solely responsible for any loss caused by your authorization of any third party or third-party platform to use your private key information, and for any loss you incur as a result of that third party or platform using it.
5.6 Account Credentials. If you choose, or are provided with, a username, password, authentication code or any other piece of information for account verification as part of our security procedures, you must treat that information as confidential and must not disclose it to any other person or entity. Parabolik does not store private keys and will not be responsible for the loss or theft of any private key; you must back up your private key and User Platform Wallet on your own. Your account is personal to you, and you agree not to provide any other person with access to the Platform or any portion of it using your username, password, private key or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password, or of any other breach of security. We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time, in our sole discretion and for any or no reason, including where in our opinion you have violated any provision of these Platform Terms.
6. REGISTRATION, LICENSE AND ELIGIBILITY
6.1 Registration Information. To access the Platform, you will be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all information you provide on the Platform is correct, current and complete. You agree that all information you provide to Parabolik in order to register with the Platform or otherwise is accurate, that you will ensure your registration information remains up to date for as long as you continue to use the Platform, and that you consent to all actions we take with respect to your information that are consistent with these Platform Terms and all published Parabolik policies.
6.2 License; Ownership; Restrictions. Subject to and conditioned upon your eligibility under, acceptance of and adherence to these Platform Terms, you are granted a personal, revocable, nonexclusive, non-transferable and non-sublicensable license to view, access and use the Platform in accordance with these Platform Terms.
The Platform, including its software, source and object code, application programming interfaces, user interfaces, design, text, graphics, documentation and all other content Parabolik makes available through it, and all intellectual property rights in each of them, are and remain the property of Parabolik or its licensors. The Parabolik name and logo, and all related names, marks, designs and slogans, are trademarks of Parabolik or its affiliates, and you must not use any of them without our prior written consent. No right, title or interest in or to the Platform is transferred to you, and all rights not expressly granted in this Section 6.2 are reserved to Parabolik and its licensors. This Section 6.2 does not apply to, and Parabolik asserts no ownership of, any Third-
Party Manager Strategy or any component of the Platform made available under an open source license, each of which is governed by the terms applicable to it.
You must not, and must not permit any other person to:
(a) copy, modify, adapt, translate or create any derivative work of the Platform or of any part of it;
(b) reverse engineer, decompile or disassemble any part of the Platform, or otherwise attempt to derive its source code, except to the extent that this restriction is prohibited by applicable law or permitted by the terms of an open source license applicable to the relevant component;
(c) sell, license, sublicense, distribute, rent, lease or otherwise make the Platform available to any other person;
(d) use any robot, spider, scraper or other automated means to access the Platform or to extract data from it, except as we expressly permit;
(e) frame or mirror any part of the Platform, or present it as your own or as that of any other person;
(f) remove, obscure or alter any copyright, trademark or other proprietary notice on or in the Platform; or
(g) use the Platform to develop a product or service that competes with it.
Nothing in this Section 6.2 restricts you from examining, inspecting or analyzing any smart contract deployed to a public blockchain, including any smart contract underlying a Vault. Section 3.4 requires you to do so.
If you provide Parabolik with any suggestion, idea, enhancement request or other feedback relating to the Platform, you grant Parabolik a perpetual, irrevocable, worldwide, royalty-free and sublicensable license to use and exploit it without restriction and without any obligation or payment to you, and Parabolik is not required to treat it as confidential.
6.3 Eligibility. To use the Platform you must be at least 18 years old or, where the laws of your place of residence require you to be older than 18 to access and use a service such as the Platform, at least that age. The full features and functionality of the Platform are available to you only if you hold a valid and active account with us. To qualify for an account, you must meet all of the eligibility criteria described in these Platform Terms, including that:
(a) you have passed any identity confirmation check that Parabolik or its third-party vendors may require;
(b) your place of residence is a country or region in which we make Platform accounts available;
(c) you have not previously held an account that was terminated by us;
(d) you are not a person prohibited from using the Platform under these Platform Terms or under applicable law;
(e) no law or other requirement applicable to you prohibits you from using any part of the Platform or otherwise makes it unlawful for you to do so;
(f) you are not a citizen or resident of any country or region subject to any sanctions or other restrictions imposed or maintained by the United Nations, the United States, the European Union or its member states, or any other applicable governmental or international authority;
(g) neither you, nor any group of which you form part, appears on any list of prohibited, restricted or sanctioned persons or parties, including any such list maintained by the United Nations, the United States, the European Union or its member states, or any other applicable governmental or international authority;
(h) you comply with all laws and regulations that may apply to you in your jurisdiction when accessing the Platform, and you are solely and entirely responsible for that compliance; and
(i) you are not, at the relevant time, in a country or region in which we do not permit access to the Platform for any reason in our sole and absolute discretion, including by reason of restrictions imposed by applicable law, and you are not using technological means — such as a virtual private network, an internet protocol address scrambler or other proxy — for the purpose of misrepresenting your location.
6.4 Our Discretion; Geo-Blocking. We reserve the right, in our sole and absolute discretion, not to allow any person who applies for an account to create one, even where that person meets the eligibility criteria, and to limit users to individuals or entities in certain countries or regions only. We may implement geo-blocking measures designed to prevent access from any prohibited country or region. Those measures may inadvertently block users who are not in a prohibited country or region from accessing the Platform, and we do not assume any liability as a result.
6.5 Changes in Eligibility. We may change our eligibility criteria, including by adding requirements, at any time and with or without notice to you. If at any time after you create an account you no longer meet our eligibility criteria, including because we have changed them, you must inform us at support@parabolik.io, and we may suspend or terminate your account.
7. YOUR REPRESENTATIONS, WARRANTIES AND COVENANTS
Your use of the Platform is subject to the representations, warranties and covenants set out in this Section 7.
7.1 Capacity and Authority. You have the requisite power and authority to agree to these Platform Terms, to deposit Digital Assets into a Vault and to carry out and perform your obligations under these Platform Terms. If you are an individual, you are at least 18 years old and of sufficient legal age and capacity to use the Platform in your jurisdiction of residence. If you access the Platform on behalf of a legal entity, that entity is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and of each jurisdiction in which it conducts business, and you are duly authorized to accept these Platform Terms on its behalf.
7.2 No Conflict. Your acceptance of these Platform Terms and your performance under them will not result in any violation of, be in conflict with, or constitute a material default under — with or without the passage of time — any contract, organizational document, judgment, decree or order to which you are a party or which applies to you, and will not otherwise constitute a violation of any law, regulation or rule applicable to you.
7.3 No Consents or Approvals. Neither your acceptance of these Platform Terms nor your performance under them requires any approval or other action from any third party, including any governmental authority.
7.4 Knowledge of Platform Risks. You have sufficient knowledge and experience in business and financial matters - including a sufficient understanding of blockchain and cryptographic tokens and other Digital Assets, smart contracts, storage mechanisms such as digital or token wallets, blockchain-based software systems and blockchain technology - to evaluate the risks and the merits of your use of the Platform and of any deposit of Digital Assets into a Vault, including, but not limited to, the matters set out in these Platform Terms. You can and do agree to bear the risks associated with your use of the Platform, including the loss of all amounts deposited, the loss of Digital Assets and any liability to Parabolik or to others for your own acts or omissions, including, without limitation, those constituting a breach of these Platform Terms, negligence, fraud or willful misconduct. In addition, you acknowledge and agree that:
(a) blockchain is a nascent and rapidly changing technology, and the slowing or stopping of the development or acceptance of blockchain networks may adversely affect the value of the Receipt Tokens;
(b) if investment in the blockchain industry becomes less attractive to investors, innovators or developers, or if blockchain networks and assets do not gain public acceptance or are not adopted and used by a substantial number of individuals, companies and other entities, this could have a material adverse impact on the utility of the Platform, the Receipt Tokens or any Vault;
(c) blockchain networks may be the target of malicious attacks seeking to identify and exploit weaknesses in software, and such events may result in a loss of trust in the security and operation of blockchain networks and a decline in user activity, which could have a negative impact on the Platform, any Vault or the Receipt Tokens;
(d) widespread delays in the recording of transactions could result in a loss of confidence in a blockchain network and its assets and, to the extent this occurs in respect of the Platform, could have a materially adverse effect on the value of any Receipt Tokens; and
(e) Parabolik’s current security measures, and those it intends to implement specific to the Platform, may prove insufficient depending on the attack or threat posed, and any hack or theft of Digital Assets could result in significant legal and financial exposure, damage to the reputation of the Platform and a loss of confidence in associated services, each of which could potentially have an adverse effect on the value of any Receipt Tokens.
7.5 Access to Information; No Reliance. In making the informed decision to use the Platform or to deposit Digital Assets into a Vault, you have obtained sufficient information and have not relied upon any third party or upon any oral or written representation or assurance from Parabolik or from any of its owners, directors, officers, employees, agents or other representatives, other than as expressly set out in these Platform Terms. You are not relying on Parabolik or on any of its owners, officers, counsel, employees, agents or representatives for legal, investment or tax advice, and you have sought independent legal, investment and tax advice to the extent you deem necessary or appropriate in connection with any of your decisions relating to the Platform. You represent that Parabolik has provided the information reasonably necessary for your use of the Platform.
7.6 Funding. The Digital Assets deposited by you through or on the Platform are not derived from, and are not related to, any unlawful activity, including, but not limited to, money laundering or terrorist financing, and you will not use the proceeds of any activity on the Platform to finance, engage in or otherwise support any unlawful activity.
7.7 Sanctions; Anti-Money Laundering; Counter-Terrorism Financing. You represent that (a) neither you, nor any person having a direct or indirect beneficial interest in you, nor any User Platform Wallet is the subject of any sanctions administered or enforced by any country or government, including, without limitation, by designation on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, and (b) you are neither organized nor resident in, and will not access the Platform from, any of the Prohibited Jurisdictions. For the purposes of these Platform Terms, the “Prohibited Jurisdictions” are: Afghanistan, Belarus, Burma (Myanmar), the Central African Republic, Cuba, the Democratic Republic of the Congo, Iran, Iraq, Lebanon, Libya, Mali, Nicaragua, North Korea, the Russian Federation, Somalia, South Sudan, Sudan, Syria, Ukraine (including the Crimea, Donetsk and Luhansk regions), Venezuela, Yemen, Hong Kong, and the Balkans region (including Albania, Bosnia and Herzegovina, Kosovo, Montenegro, North Macedonia and Serbia).
7.8 Foreign Users. Your use of the Platform will continue to be in full compliance with the laws applicable in your jurisdiction of residence, including as to (a) the legal requirements within that jurisdiction for activity of this kind, (b) any governmental or other consent that may need to be obtained, and (c) any income tax or other tax consequence that may be relevant to your use of the Platform. All transfers of Digital Assets made on or through the Platform will be made from a crypto wallet that belongs to you and that is neither (i) located in a country or territory designated a “non-cooperative country or territory” by the Financial Action Task Force, nor (ii) a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as those regulations may be amended from time to time.
7.9 Legal Process; Cooperation with Authorities. Parabolik reserves the right at all times to cooperate with any governmental or law enforcement investigation, to disclose any information it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, and to edit, refuse to post or remove any information or material, in whole or in part, on the basis of any applicable law, regulation, legal process or governmental request, in each case in Parabolik’s sole and absolute discretion.
8. DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNIFICATION
8.1 No Representation or Warranty. YOU ACKNOWLEDGE AND UNDERSTAND THAT YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. NEITHER PARABOLIK NOR ANY PERSON ASSOCIATED WITH PARABOLIK MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM, ANY VAULT, ANY RECEIPT TOKEN, ANY OPEN SOURCE STRATEGY OR ANY THIRD-PARTY MANAGER STRATEGY WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, PARABOLIK DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. PARABOLIK MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE OF ANY KIND REGARDING ANY DIGITAL ASSET. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PARABOLIK DOES NOT REPRESENT OR WARRANT THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. ACCORDINGLY, YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU MAY LOSE DIGITAL ASSETS ON THE PLATFORM.
8.2 Excluded Losses. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL ANY OF THE PARABOLIK PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RELATED TO THESE PLATFORM TERMS, TO YOUR USE OR INABILITY TO USE THE PLATFORM, OR TO ANY CONTENT MADE AVAILABLE ON THE PLATFORM, INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
8.3 Aggregate Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, THE AGGREGATE LIABILITY OF THE PARABOLIK PARTIES TO YOU FOR ALL CLAIMS AND DAMAGES RELATED TO THESE PLATFORM TERMS, TO YOUR USE OR INABILITY TO USE THE PLATFORM, OR TO ANY CONTENT OR SERVICES ON OR PROVIDED IN CONNECTION WITH THE PLATFORM WILL NOT EXCEED A CUMULATIVE AGGREGATE AMOUNT OF ONE HUNDRED THOUSAND UNITED STATES DOLLARS (US$100,000).
8.4 Mandatory Law; Release of Unknown Claims. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SUCH DAMAGES OR LIABILITY. NOTHING IN THIS SECTION 8 WILL BE INTERPRETED AS EXCLUDING LIABILITY THAT CANNOT, UNDER APPLICABLE LAW, BE EXCLUDED.
If you are a California resident, you waive California Civil Code § 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his settlement with the debtor or released party.” This release includes the criminal acts of others. If you are not a California resident, you waive your rights under any statute or common law principle similar to § 1542 that governs your rights in your jurisdiction of residence.
8.5 Indemnification. You will defend, indemnify and hold harmless the Parabolik Parties from and against any third-party claim, liability, damage, judgment, award, loss, cost, expense or fee (including reasonable attorneys’ fees) arising out of or relating to (a) your violation of these Platform Terms; (b) your use of the Platform in a manner not contemplated by these Platform Terms; (c) any unauthorized use of the Platform by you; (d) any inaccuracy in your representations or warranties; (e) your violation of the rights of any other party, including, without limitation, intellectual property or other proprietary rights, or laws relating to privacy or information security; or (f) any act or omission of yours that is grossly negligent or unlawful, or that constitutes willful misconduct.
9. DISPUTE RESOLUTION
9.1 Binding Individual Arbitration. YOU WILL SUBMIT ANY DISPUTE ARISING FROM THESE PLATFORM TERMS OR THE PLATFORM, INCLUDING ANY DISPUTE ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE OR TERMINATION, TO FINAL AND BINDING ARBITRATION UNDER THE COMMERCIAL ARBITRATION RULES AND MEDIATION PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION, APPLYING DELAWARE LAW. THE SEAT, OR LEGAL PLACE, OF ARBITRATION WILL BE NEW YORK, NEW YORK. YOU AGREE TO ARBITRATE IN YOUR INDIVIDUAL CAPACITY ONLY, AND NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS, AND YOU EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR TO SEEK RELIEF ON A CLASS-ACTION BASIS. UNLESS YOU AND PARABOLIK AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. YOU AND PARABOLIK EACH EXPLICITLY DISCLAIM ANY RIGHT TO A TRIAL BY JURY IN A COURT PROCEEDING.
9.2 Confidentiality of Proceedings. ALL ARBITRATION PROCEEDINGS ARE CONFIDENTIAL. ARBITRATION ORDERS AND AWARDS REQUIRED TO BE FILED WITH APPLICABLE COURTS OF COMPETENT JURISDICTION ARE NOT CONFIDENTIAL AND MAY BE DISCLOSED BY THE PARTIES TO THOSE COURTS. A PARTY THAT IMPROPERLY DISCLOSES CONFIDENTIAL INFORMATION WILL BE SUBJECT TO SANCTIONS. THE ARBITRATOR AND THE FORUM MAY DISCLOSE CASE FILINGS, CASE DISPOSITIONS AND OTHER CASE INFORMATION AS REQUIRED BY THE ORDER OF A COURT OF PROPER JURISDICTION.
9.3 Discovery. Discovery is permitted in connection with an arbitration under this Section 9 only to the extent, if any, expressly authorized by the arbitrator upon a showing of substantial need by the party seeking it.
9.4 Coordinated Arbitration. If 15 or more claimants seek to file arbitrations asserting similar claims and are represented by identical counsel, the same law firm or coordinated counsel, whether or not those cases are pursued concurrently, all such cases will be resolved through the staged proceedings described in this Section 9.4 (a “Coordinated Arbitration”). You consent to this process notwithstanding any potential delay to the arbitration of your own dispute. The stages are as follows:
(a) First stage. In the first stage, counsel for the claimants and Parabolik will each select 15 cases (totaling 30 cases, the “First Stage Cases”) to be initiated in arbitration and adjudicated separately by distinct arbitrators. Where feasible, arbitrators will be selected from the respective claimants’ jurisdictions. If the number of cases is fewer than 30, counsel for the claimants and Parabolik will each select an equal number of cases to the extent possible; where an equal selection is not feasible because the total number of cases is an odd number, claimants may select one more case than Parabolik to proceed as a First Stage Case. During the first stage, no additional case in connection with the Coordinated Arbitration may be initiated or continued in arbitration, and any already-pending case will instead be stayed pending the outcome of the First Stage Cases. Absent good cause, arbitrators will resolve the cases within 120 days of their appointment or as promptly as possible thereafter.
(b) Second stage. Upon completion of the first stage, the parties will engage in a single mediation session encompassing all remaining cases, with each party bearing its own costs of that mediation, provided that Parabolik will bear the fees of the mediator. The mediation will take place no later than 90 days after the final First Stage Case has concluded. Should the parties fail to agree resolutions for the remaining cases following mediation, they will repeat the process of selecting and initiating 30 cases to be individually arbitrated by different arbitrators, followed by mediation.
(c) Subsequent stages. Should any claims remain after the second stage, this process will be repeated until all disputes in connection with the Coordinated Arbitration are resolved, subject to four modifications: (i) up to 100 cases may be initiated in subsequent stages; (ii) cases will be selected randomly; (iii) arbitrators from earlier stages may be reappointed if alternative arbitrators are unavailable; and (iv) mediation is at the discretion of claimants’ counsel.
(d) Conferral between stages. Between stages, counsel will convene to discuss methods for enhancing the efficiency of the staged proceedings, including a potential increase in the number of cases initiated in each stage.
9.5 Governing Law. These Platform Terms will be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws provisions.
9.6 Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE PLATFORM TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION FIRST ACCRUED. OTHERWISE, THAT CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
10. GENERAL PROVISIONS
10.1 Severability and Reformation. If any provision of these Platform Terms is held by a court of competent jurisdiction or by an arbitrator to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. You and Parabolik intend that these Platform Terms be enforced to the fullest extent permitted by applicable law and accordingly agree that, if any provision is deemed unenforceable, it will be modified where possible to the extent necessary to make it enforceable, which may include its deletion.
10.2 Assignment. Parabolik may assign these Platform Terms, in whole or in part, at any time, with or without notice to you. You may not assign these Platform Terms and may not assign, transfer or sublicense your rights, if any, to access or use the Platform; any attempt by you to do so is void.
10.3 No Waiver. Parabolik’s failure to act with respect to a breach by you or by others does not waive its right to act with respect to subsequent or similar breaches.
10.4 No Agency, Partnership or Joint Venture. Neither party will be, or be deemed to be, the agent of the other, a party to a joint venture with the other, or the partner of the other. Neither party has the right to enter into any contract or commitment in the name of the other, or to incur any obligation for, create any liability for, or bind the other in any respect whatsoever.
10.5 Entire Agreement. These Platform Terms, together with the Strategy Fees Table for each Vault into which you deposit, constitute the entire agreement between you and Parabolik with respect to the Platform and any activity conducted on it.
10.6 No Third-Party Beneficiaries. No person other than you and Parabolik, or Parabolik’s successors and assigns, has any right to enforce any provision of these Platform Terms.
10.7 Force Majeure. Each party will be immune from claims of breach of these Platform Terms resulting from any force majeure event, including, without limitation, any act of God, labor dispute (except one involving that party’s own workforce), widescale electrical, telecommunications, hardware, software or other utility failure, software or smart contract bug or weakness, earthquake, storm or other nature-related event, blockage, embargo, riot, act or order of government, act of terrorism or war, technological change, change in interest rates or other monetary conditions and, for the avoidance of doubt, any change to any blockchain-related protocol.