AlloyX Platform Terms and Conditions
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING ALLOYX PLATFORM.
Last updated: 16 November 2023
1 About AlloyX Platform and the operator of the Platform
1.1 The AlloyX Platform (available at https://app.alloyx.xyz/#/) (Platform) allows its users to create and manage diversified RWA investment strategies, including to receive, hold, and trade with the Platform native tokens (each, a Vault Token).
1.2 The Platform is made available and operated by AlloyX Inc, a company registered in Delaware (we/us/our).
2 About these terms
2.1 Our contract with you. By accessing the Platform and registering your account on the Platform, you confirm that you understand and accept these terms and that you agree to comply with them. These terms are a legal agreement between you and us.
2.2 What do these terms cover? These terms and conditions govern your use of the Platform.
2.3 Why you should read these terms. Please read these terms carefully before you access the Platform. These terms tell you who we are, how you can use the Platform, how you can acquire and redeem the Vault Tokens, how we may change these terms, what to do if there is a problem and other important information.
2.4 How to contact us. You can contact us by writing to us at admin@alloyx.org.
2.5 There may be other or additional terms applicable from time to time. Please note that there may be additional terms and conditions posted on the Platform from time to time, which may also apply to your use of the Platform or your activities on the Platform. They may be expressly incorporated into these terms by being mentioned here, or by being published on the Platform. In each case where additional or different terms and conditions apply, you will be notified of this on the Platform.
2.6 We may update these terms. We reserve the right to amend these terms from time to time, at our discretion. Every time you wish to use the Platform, please check these terms to ensure you understand the terms that apply at that time. By continuing to use the Platform following any update to these terms, we will assume that you have accepted the updated terms. These terms were most recently updated on the date stated at the top. Please contact us if you wish to see any of the previous versions of these terms.
2.7 In particular, this Site and its contents are not directed at any person that is resident in the United States, and no offer or invitation is made to any US person to acquire or sell any service or product referred to. The provision of any information in this Site does not constitute an offer to US persons to purchase securities.
3 How we may use your personal information
How we may use your personal information. We will only use your personal information as set out in our Privacy Policy here – https://alloyx.xyz/privacy/.
4 The functionality and availability of our Platform
4.1 You acknowledge that the Platform is made available via the internet and as a result, the availability of the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Consequently (i) we do not warrant that the use of the Platform will be uninterrupted or error-free; and (ii) we will not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.
4.2 We have the right to make any changes to the functionality of the Platform from time to time without notice, including, without limitation: (a) to address users’ needs; (b) to comply with any applicable laws; or (c) to add new functionalities or improve existing functionalities (including integrating the Platform with third-party platforms and services).
5.1 Eligibility to use the Platform. You must meet the criteria listed below to register your account and use the Platform. By accessing our Platform, you confirm that:
(a) you are at least 18 years of age;
(b) you have the full power, right and authority to agree to these terms;
(c) you have successfully passed our KYC/AML checks;
(d) you are accessing the Platform in your own name or, if you are doing so on behalf of someone else, you have the necessary authority to represent that third party;
(e) you are not subject to any financial or other sanctions, embargoes or other restrictions, including those imposed by the US Office of Foreign Assets Control (OFAC), UK government, European Union or United Nations;
(f) you are not subject to any laws or regulations in your country of nationality or residence which would make it unlawful for you to use the Platform, or be a party to any transaction involving digital tokens, including the Vault Tokens;
(g) you have sufficient knowledge and understanding of how to transact using digital crypto wallets and digital tokens; and
(h) all the information provided by you to us is true and accurate and you will keep it updated at all times.
5.2 Further information. We may contact you and ask for further information or documents to verify the information you provided to us. If you fail to provide us with such information or documentation, we may refuse your access to the Platform.
5.3 Further KYC/AML checks. We may, from time to time, screen the Vault Tokens and USD Coin (USDC) (or any supported stablecoins) and other activities on the Platform and in connection with the Platform, in compliance with KYC/AML regulatory requirements pursuant to any applicable laws and regulations. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing or other financial crimes.
5.4 Our right to reject or suspend your access. We will have the right to refuse your access to the Platform at our sole discretion, in particular, if we believe that the information provided to us was incorrect or fraudulent. We may suspend or terminate your access immediately and without notice if we believe that you are in breach of any of these terms, no longer meet the account eligibility criteria, or if we are required to do so under any applicable law or regulations or asked to do so by a regulator or any governmental body.
5.5 Right to use the Platform. By accepting these terms and conditions, we grant to you a limited, non-exclusive, non-transferable (i.e., personal to you), revocable right to access and use the Platform, subject to your compliance with these terms, including section 5.5.
5.6 Prohibited uses. You must not use the Platform to:
(a) conduct any unsolicited or unauthorised advertising or promotional activity or any other form of similar solicitation (spam);
(b) conduct or be involved (directly or indirectly) in any activities which are, or may result in, a breach of any applicable laws (including local, national and international law or regulation), including, but not limited to, laws against money laundering, terrorism financing, or gambling;
(c) engage in speculative investments or any activity that may bring us or our Platform or any other user into disrepute (whether defamatory or not);
(d) engage in wash trading, front-running, insider trading, market manipulation or other forms of market-based fraud or deceit;
(e) conduct or be involved (directly or indirectly) in any activities which are, or may result in, a breach of any rights of any third party, including their intellectual property rights (for example their copyrights, patents or trade marks);
(f) act in any way that is unlawful, fraudulent, or has any unlawful or fraudulent purpose or effect (including providing any false, inaccurate or misleading information to us or any other user);
(g) disseminate any content that contains viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful, or is illegal, immoral or in any other way inappropriate or harmful;
(h) interfere in any way, including to disassemble, decompile or reverse-engineer, any software in the Platform or incorporate it into any other program or application;
(i) access any part of the Platform to build a product or service which competes with the Platform, or any functionality provided by it; or
(j) attempt or help to attempt to gain unauthorised access to the Platform.
5.7 Access termination. By breaching clause 5.5, you may commit a criminal offence. We may report any such breach to the relevant enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. You agree that any such breach may result in immediate suspension or termination of your access to the Platform. Upon suspension or termination of your account on the Platform, you authorise us to cancel or suspend pending transactions, including the Vault Tokens transactions, and forfeit all proprietary rights and claims against us in relation to any transaction. In the event that we suspend or terminate these terms or your access to the Platform as a result of your breach of clause 5.5, you shall remain liable for all activity conducted on or with your account on the Platform while it was active and for all amounts due hereunder.
6 Our Intellectual Property Rights and User Content
6.1 Intellectual property rights. We are the owner or the licensee of all intellectual property rights in the Platform and all material published on the Platform. Those works are protected by copyright laws and treaties around the world. This means that you are not permitted to copy or use any such content other than in accordance with this clause 6. All such rights are reserved. You may print off one copy and may download extracts of any page(s) from the Platform for the personal use only. Our status (and that of any other contributors) as the authors of content on the Platform must always be acknowledged.
6.2 Content is provided for general information only. The content on the Platform is provided for general information only. It is not intended to amount to advice on which you should rely. You must not use any part of the content on the Platform for commercial purposes without obtaining a licence to do so from us. You must obtain professional or specialist advice before taking, or refraining from, any action based on the content on the Platform. Although we make reasonable efforts to update the information on the Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on the Platform is accurate, complete or up to date.
6.3 Linking to the Platform. You may link to the home page only, provided you do so in a way that is fair and legal and does not damage the reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on the part where none exists. We reserve the right to withdraw any previously granted linking permission to you without notice and any liability to you.
6.4 Third-party sites, products and services. Where the Platform contains links to other sites and resources provided by third parties, such as social media platform and crypto wallet providers, these links are provided for the information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources. Any interaction (or dispute) you may subsequently have with those third parties is subject to those third parties’ terms only.
6.5 User Content. All information, materials, video, audio and any other items uploaded by you onto the Platform constitute User Content.
6.6 User Content standards. All User Content submitted to the Platform: (a) must be accurate; (b) must comply with all applicable law or regulation, including in any country from which it is posted; (c) must be appropriate and not offensive; (d) must not infringe any third-party rights (including intellectual property rights); and (e) must pass all necessary intellectual property checks (if we decide to conduct them). We are not required to monitor the User Content, but we reserve the right to remove any User Content from the Platform if it does not, in our opinion, meet these User Content standards. All users are responsible for complying with the User Content standards for any User Content they submit. We accept no liability to you or any other user or third party in relation to the content, accuracy or completeness of any User Content. You will indemnify us for any loss or damage we suffer as a result of your breach of the User Content standards.
6.7 Ownership of User Content. By uploading any User Content to the Platform, you: (a) represent and warrant that you have the right to upload and publish the User Content, whether as an owner or a licensee; and (b) grant us a non-exclusive, worldwide, royalty-free, fully paid up, transferrable, sublicensable, perpetual and irrevocable licence to copy, display, upload, distribute, publish, store, and otherwise use your User Content to the extent and in such a manner as is necessary to operate the Platform.
7.1 Connecting your digital wallet. To create your account and use the Platform, you need to connect your digital wallet to the Platform. Having a digital wallet is necessary to deposit USDC (or any other supported stablecoins) in the vaults available on the Platform (each, a Vault) and receive the Vault Tokens, and a digital wallet may also be used (in addition to any other methods of payment made available by us from time to time) to pay for certain transactions concluded on the Platform. The Platform currently supports MetaMask Wallet and Wallet Connect. You are solely responsible for ensuring that the digital wallet linked to your account on the Platform is correct and supported by the Platform.
7.2 Sending USDC to the Vault. Once you have linked your digital wallet to the Platform and created your account, you will be able to deposit your USDC (or any other supported stablecoins) into the Vaults. You agree that you will be solely responsible for executing such transactions properly, including payment of any applicable Platform Fess and Network Fees (please see clause 9 below). Failure to pay such fees may delay or prohibits such transactions and we are not responsible for delays or losses incurred as a result of an error in the initiation of USDC (or any other supported stablecoins) transactions and have no obligation to assist in the remediation of such transactions. Transfer of USDC (or any other supported stablecoins) from and to the Platform is at your own risk, and we will not be liable for accidental or fraudulent transfer from or to an incorrect digital wallet.
7.3 Receipt of the Vault Tokens. The Vault Token is a digital token issued by us that operates on the Ethereum blockchain. To receive the Vault Tokens, you need to deposit USDC into one of the Vault and pay any applicable Platform Fess and Network Fees (please see clause 9 below). The value of the Vault Tokens represents the balance of USDC (or any other supported stablecoins), net any applicable fees, determined by the Platform at the time of the deposit. Depending on the performance of the Vault, the value of the Vault Tokens may decrease or increase from time to time.
7.4 Loan Tokens. Once Vault Tokens are invested into the Vault, tokens representing a loan in the Vault are created (Loan Tokens). Holding the Vault Token does not grant you any rights in the Vault, the underlying loan, or the Loan Tokens. You shall be the sole owner of the Vault Tokens, while the ownership of the Vault and the Loan Tokens shall vest in us.
7.5 Redeem of the Vault Tokens. The Vault Tokens are redeemable at any time into USDC (or any other supported stablecoins) subject to the terms of the Vault. The redemption process shall be initiated by you on the Platform. Redemption for USDC (or any other supported stablecoins) will be processed if there is sufficient liquidity of USDC in the Vault to meet such redemption. Otherwise, such redemption requests will be placed on queue and the redemption will be processed upon sufficient liquidity of USDC (or any other supported stablecoins) in the Vault. Once the redemption is complete, the Vault Tokens will be permanently removed from circulation. The amount of USDC (or any other supported stablecoins) that you will receive is determined by the prevailing exchange rate between the Vault Token and USDC at the time of the withdrawal. This exchange rate is determined by the value of assets held by the Vault, which is used as the basis for calculating the daily Vault Tokens exchange rate. Until the point of redemption, the Vault Tokens can be freely tradeable among users and third parties on the Platform.
7.6 Transaction Limits. We reserve the right to change USDC (or any other supported stablecoins) and the Vault Tokens deposit, withdrawal, storage, transfer, and velocity limits on the Platform as we deem necessary. We may establish individual or aggregate transaction limits on the size or number of USDC (or any other supported stablecoins) and the Vault Tokens deposits, withdrawals, transfers, or other transactions that you initiate using the Platform during any specified time period.
8 Platform Limits. We reserve the right to change, suspend, or discontinue any aspect of the Platform at any time, including hours of operation or availability of any feature, without notice and without liability. We may, in our sole discretion, delay any USDC (or any other supported stablecoins) and the Vault Tokens transaction if we believe that such transaction is suspicious, may involve fraud or misconduct, violates applicable laws or payment network, or violates these terms. We may, in our sole discretion, not to make the Platform accessible in every market without any liability to you.
9.1 Platform Fees. We may charge fees in connection with the Platform as set out on the Platform (Fees). The Fees may be used to cover the operational costs of maintaining the Platform and other third-party services provided through the Platform. You agree to pay the Fees applicable to you or as separately agreed between you and us.
9.2 Network Fees. The applicable Vault Tokens network or supported bridge may charge a fee in connection with blockchain transactions (Network Fees). You are responsible for, and agree to pay, all Network Fees associate with your use of the Platform.
9.3 Taxes. You are responsible for any taxes that may be due in connection with your ownership of the Vault Tokens and use of the Platform. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions on the Platform, and to withhold, collect, report, and remit the correct amount of tax to the appropriate tax authorities. You will indemnify us in full in the event we are required to pay any taxes in respect of your transactions on the Platform.
10 Risks
Risks. By using the Platform, you accept the risks involved in any transactions involving the Vaults and the Vault Tokens, some of which are as follows:
(a) the volatile nature of digital assets, including the Vault Tokens, which means that the price can fluctuate rapidly;
(b) changes in laws and regulations may affect your rights to use the Platform, the Vaults and the Vault Tokens;
(c) past performance of the Vaults and the Vault Tokens is not an indication of the future performance, and the Vault Tokens may lose their value entirely;
(d) the use of the Platform, the Vaults and the Vault Tokens is not regulated in most jurisdictions, which means that your ownership and transactions in the Vault Tokens may not be afforded regulatory protections;
(e) as digitally-held assets, the Vault Tokens may be susceptible to fraud, cyberattacks or technological issues which may affect your ability to use the Vault Tokens; and
(f) your ownership of the Vault Tokens relies on you remaining in control of the private keys associated with your digital wallet linked to your account on the Platform.
10.2 The Vault Tokens do not attract any governance rights and do not represent any debt or equity. The Vault Tokens do not give you any voting rights, rights of control or financial participation in the Platform or our organisation, nor will they represent any debt or equity investment, pooled investment or any other type of investment.
10.3 No right to cancel. Due to the irreversible nature of all blockchain transactions, you agree that all transactions on the Platform, including USDC and the Vault Tokens transactions, are irreversible and that no refunds will be due to you in any circumstances.
11 Third-party sites, products and services
The Platform may from time to time integrate with third-party platforms and services, for example, digital wallets and payments processing services (Third-Party Products). You agree that all such Third-Party Products are provided by the relevant third parties, not by us, and are subject to the third-party terms and conditions applicable to such Third-Party Products. We will not be responsible for the availability of any such Third-Party Products and will not be liable to you for any matters related to the delivery of (or a failure to deliver) any such Third-Party Products to you.
12.1 We are not responsible or liable for the actions of users of the Platform. All users of the Platform must ensure that they have all necessary rights, authorisations, and permissions to use the Platform, the Vaults and the Vault Tokens. We will not be responsible or liable for the acts or omissions of any user on the Platform.
12.2 We are not responsible for the loss or damage of the Vault Tokens. We are not responsible for any loss or damage to the Vault Tokens that may occur as a result of your failure to properly secure and manage your private keys and recovery phrases for your digital wallet.
12.3 We are not responsible for delays outside our control. If the deposit of USDC (or any other supported stablecoins), receipt of the Vault Tokens, or any other transactions are delayed by an event outside our control, for example as a result of any delays in the blockchain network, we will not be liable for delays caused by such event.
12.4 We do not provide advice. The Vault Tokens are not intended for speculative use, are not sold or represented to be financial products and nothing we publish on the Platform should be interpreted or relied on as financial advice to you or any other person.
12.5 We do not make any warranties in respect of the Platform. The Platform, the Vault, and the Vault Tokens are provided on an “as is” and “as available” basis and we make no representations or warranties (whether express or implied) that:
(a) the Platform will meet your requirements;
(b) the Platform will be free of viruses, bugs, or any other malicious content;
(c) the results, outcomes or financial returns obtained from the use of the Platform, the Vault, or the Vault Tokens will meet your expectations; and
(d) the content on the Platform will be accurate, reliable, complete, legal or safe.
12.6 Disclaimer. To the fullest extent permitted by law, we disclaim all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the Platform and any content on the Platform (including the Vaults and the Vault Tokens). This does not affect any warranties that cannot be excluded or limited under applicable law.
12.7 Limitation of liability. To the fullest extent permitted by law, in no event will we be liable to you or any third party for any: (a) loss of profit; (b) loss of sales; (c) loss of data or information; (d) damage to goodwill; (e) loss of revenue; (f) loss of use; and (g) indirect, consequential, exemplary, incidental, special or punitive damages, arising in connection with the use of the Platform, the Vault, the Vault Tokens, or these terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, and whether foreseeable or not, and even if we have been advised of the possibility of any such losses occurring. Notwithstanding anything to the contrary in these terms, in no event will our total aggregate liability to you exceed USD $100. The limitations and exclusions of liability in this section 12.7 or anywhere else in these terms will not apply to our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be limited or excluded by law.
12.8 Your liability to us. You agree to indemnify us (i.e. reimburse us in full) to the fullest extent permitted by the applicable laws, and agree to defend and hold us harmless, from and against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with: (a) your use of the Platform, including the Vaults and the Vault Tokens; and (b) infringement by you of any third-party rights (including intellectual property rights).
13.1 No partnership or agency. Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between you and us, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
13.2 Entire agreement. These terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to its subject matter.
13.3 Assignment. We may assign our rights and obligations under these terms (without your prior express consent), provided that your rights under these terms remain unaffected. You must not assign your rights and obligations under these terms.
13.4 Events outside control. Neither party will have any liability under or be deemed to be in breach of these terms for any delays or failures in performance of these terms which result from circumstances beyond its reasonable control.
13.5 Waiver. Any right or remedy granted to us for breach of these terms will be in addition to all other rights and remedies available to us. If we fail or delay to exercise any right or remedy, or only exercise the same in part, this does not mean that we waive such right or remedy in full in the future.
13.6 Severance. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
13.7 Third-party rights. A person or entity who is not a party to these terms has no right to enforce any of these terms.
13.8 Governing law and jurisdiction. These terms and any dispute or claim arising out of, or in connection with, them, their subject matter or formation (including non-contractual disputes or claims) will be governed by, and interpreted in accordance with, the laws of England and Wales and the parties agree that the courts of England and Wales will have exclusive jurisdiction to settle such disputes or claims.