Current as of May 29th, 2023
Welcome to Credix (“we,” “us,” “our,”), an online, decentralized user interface (the “Site”). This Site provides access to a decentralized protocol on the Solana blockchain for digital asset lenders to enter into a method for digital asset liquidity delivery that further provides lending facilities to borrowers (the “Protocol”). The Protocol provides users the ability to participate in certain capacities or perform certain functionalities when interacting with the Protocol as more fully set forth in the Additional Terms below.
None of the information or materials contained in or on this Site are intended to be or should be considered or construed as an advertisement, recommendation, or offer, invitation or solicitation to buy, sell, or subscribe to securities, derivatives, investment contracts, or financial instruments, or to provide any service or advice in relation to the same. Any market information provided is subject to change and is obtained from sources believed to be reliable but neither the information, nor its source, have been verified. No representations or warranties are made as to the accuracy or completeness of any information herein.
You must be 18 years of age or older to enter this Site. By entering this Site, you expressly represent and warrant that you are at least 18 years old, and are of a legal age to form a binding contract.
Please read all Terms carefully before using this Site. By using the Site, or by clicking to agree to or accept these Terms when the option is presented to you, you acknowledge, accept, and agree to be bound and abide by these Terms. If you do not fully understand or agree to these Terms, do not access or use this Site.
These Terms may change from time to time. We might require that you agree to additional or alternate terms, loan agreements, and/or policies from time to time in connection with your use of this Site and its Services (“Additional Terms”). All Additional Terms are expressly incorporated herein by reference. Such Additional Terms can be found below and may include terms that impact or govern your rights in connection with lending digital assets on the Protocol.
The Services may change from time to time as we evolve, refine, or add more features to the Services. We reserve the right to modify, withdraw, or discontinue the Services, in whole or in part, at any time and without notice to you.
You and Credix agree that you will undertake in good faith with respect to each other’s rights and undertake with the other to do all things reasonably necessary or desirable to give effect to the spirit and intent of this Agreement. Ignorance of the law or of these Terms is not a defense.
We reserve the right to withdraw, shut down, cease access, or amend this Site and the Services, in our sole discretion and without notice, to anyone or to all users at any time.
You are responsible for making all arrangements necessary to have access to the Site and the Services, and ensuring that all persons who access the Site, Services, or Protocol through your internet connection are aware of these Terms and agree to fully comply with and abide by them. You are also responsible for understanding the nature of digital assets, and assuming the risks inherent in them.
If you utilize a Web3 resource or utility that relies on a username, password, private key, or similar, you must absolutely and without fail treat such information as confidential, and not lose that information or disclose that information to any other person or entity. You are solely responsible for your private key(s). If you lose your private key(s), we cannot help you recover them, and you may lose permanent access to your digital assets.
We reserve the right to disable any identity on the Site or to block any IP address from accessing the Site at any time in our sole discretion for any reason or not reason, including if – in our sole opinion – you have violated any provisions of these Terms. Further, we reserve the right to limit the number of participants in the Services and the Protocol in order to conform to relevant rules and regulations.
This Site and its material, contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by us and protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Subject to these Terms, we grant you a limited, non-transferable, non-exclusive, revocable license to use this Site for personal use until such time as these Terms terminate or expire or your right to use or access the Site or Services is terminated. You may not reproduce, distribute, modify, create derivative works of, publicly display, download, store, or transmit any of the material on our Site, except for where your use is permissible and contemplated by these Terms.
Changes to These Terms and the Site
It is extremely likely that we will change and update these Terms from time to time. All changes take effect immediately. We reserve the right, in our sole discretion, to modify, revise, and update the Site (including content on, design of, and functionality of), as well as these Terms, from time to time without notice to you. Continued use of the Site and the Protocol following the posting of any Additional Terms or revised Terms means you acknowledge, accept, and agree to the changes.
While we will make reasonable efforts to update the Site’s content in a timely manner, we cannot guarantee that any content is current or complete. Updated versions of agreements may also be posted on this Site, and should be reviewed prior to accessing or using the Services. All changes and agreements are effectively immediately upon posting and will apply to your use of and access to the Services from that point on.
This Site is only for adults eighteen (18) years of age and older. You are not permitted to use this Site, lend or borrow digital assets, or provide information to us if you are under eighteen (18). You are not permitted to use this Site for any illegal purpose, and you are not permitted to use this Site to assist someone else in the commission of a crime. Further, you are not permitted to use this Site to compete directly with us. You represent and warrant that you are not a citizen, resident, or member of any jurisdiction or group that is subject to economic sanctions by the United States, or where your use of this Site would be illegal or otherwise violate any applicable law. You further represent that your access and use of this Site is for its intended purpose(s) only, and that you will fully comply with all applicable laws and regulations, and that you will not use or access this Site to conduct, promote, or otherwise facilitate any illegal activity. You agree to indemnify and hold Credix harmless in the event you are deemed liable to or responsible for damages owed to a third party as a result of your use of this Site as more fully set forth below.
Foreign investors (non-US persons) are permitted to participate in the Site, the Protocol, and the Services. However, non-US persons are subject to the same or similar rules and regulations as US persons, and must be verified as accredited (or its equivalent based on home jurisdiction), and must also be knowledgeable and experienced in financial business matters, must be capable of evaluating the merits and risks involved, and must be able to bear the risks of participation, including total loss of investment. If even one person does not meet the necessary qualifications and/or conditions, regulatory and legal consequences may adversely impact the entire enterprise, and we are not liable for any resulting losses or damage(s).
Reliance on Information
We do not warrant the accuracy, completeness, suitability, correctness, quality, or usefulness of any information on this Site. All information presented on or through the Services is made available for general informational purposes only. Any reliance you place on the information is strictly at your own risk. We expressly disclaim all liability and responsibility arising from reliance placed on such materials or information by you or any other Site user, or by anyone who may be informed of its contents. You should not take or refrain from taking any action(s) based on any information contained on this Site or any information available relative to this Site, including but not limited to blog posts, social media posts, articles, links to third-party content, or tutorials. Any reliance you place on such content or information is strictly at your own risk.
The Site may include content provided by third parties, including materials, models, metrics, etc., provided by other users, attorneys, borrowers, third-party service providers, syndicators, and/or reporting services. All statements or opinions expressed in these materials, other than the content provided directly by Credix, are solely the opinions and the responsibility of the person or entity providing the material. Such materials do not necessarily reflect the opinions of Credix. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by third parties.
Credix will provide certain communications to you in writing. By agreeing to these Terms, you consent to the delivery of such communications in electronic form (e.g., e-mail or other electronic message). You waive any right to require a wet-ink, original, non-electronic signature, to the extent such waiver is not prohibited under applicable law.
Release of Claims
You expressly agree that you assume all risks in connection with your access and use of this Site and your interaction with the Protocol. You further expressly waive and release Credix and its affiliates, officers, directors, employees, agents, representatives, and assigns from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of this Site and your interaction with the Protocol.
Limitation of Liability
To the fullest extent allowed under applicable law, under no circumstances and in no event will Credix, its affiliates, service providers, employees, agents, representatives, officers, or directors be liable to you or any other third party for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Site or any content on this Site, any tokens, or any services or products obtained through the Site, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to personal injury, pain and suffering, emotional distress, loss of use, loss of revenue, loss of profits, loss of business, loss of data, or loss of anticipated savings, even if foreseeable.
Without limiting the above, you understand, acknowledge, and agree that the industry that Credix operates within is subject to volatility and regulatory change. Credix is not responsible for any change in regulations and/or regulatory consequences of any kind; or risk(s) of loss due to regulatory change(s).
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, REPRESENTATIVES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY, EXCEED ANY LOAN AMOUNTS PLUS INTEREST OWED. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement or regulatory authorities or court order directing us to disclose information surrounding the Site, including the identify of users.
YOU EXPRESSLY WAIVE, RELEASE, AND HOLD HARMLESS CREDIX AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, MANAGERS, REPRESENTATIVES, AND AGENTS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY ANY OF THE ABOVE PARTIES OR LAW ENFORCEMENT AUTHORITIES.
We cannot review activities before they are executed through the Protocol, and given the nature of blockchain and smart contracts, cannot ensure prompt removal or rectification of objectionable interactions or activities after execution. Accordingly, we assume no liability for any action or inaction or activity regarding transmissions, transactions, blockchain operations, smart contract executions, or information provided by any user or third party. We assume no liability or responsibility to anyone for performance or nonperformance of the activities described in this section, nor for any harms or damages caused by others’ interactions with any blockchain underlying the Protocol.
Disclaimer of Warranties
Your use of this Site, its content, and/or any services or items obtained through this Site is at your own risk.
THIS SITE, ITS CONTENT, AND ALL SERVICES OR PRODUCTS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES – EXPRESS OR IMPLIED – OF ANY KIND. YOUR USE OF THE SITE AND THE SERVICES IS AT YOUR OWN RISK.
WITHOUT LIMITING THE FOREGOING, NEITHER CREDIX NOR ANY PERSON ASSOCIATED WITH CREDIX MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE SECURITY, RELIABILITY, QUALITY, CORRECTNESS, ACCURACY, COMPLETENESS, OR AVAILABILITY OF THIS SITE OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER CREDIX NOR ANYONE ASSOCIATED WITH CREDIX REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE SITE WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, CORRECT, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE, OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE SITE, WILL OTHERWISE MEET YOUR NEEDS, INTERESTS, OR EXPECTATIONS. CREDIX HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND/OR FITNESS FOR A PARTICULAR PURPOSE.
THE SITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS.
Arbitration and the Resolution of Disputes
All claims, actions, disputes, demands, requests for relief, or similar, arising out of, relating to, or in connection with your use of this Site and the Protocol, or arising out of, relating to, or in connection with this Agreement, including but not limited to disputes concerning violation, interpretation, breach, or non-performance, shall be fully resolved by binding arbitration by the American Arbitration Association under its Rules of Arbitration applying Delaware law. Arbitration shall take place in New York City, which might not be a convenient forum for you. The parties agree to arbitrate solely on an individual basis.
All claims, actions, disputes, demands, requests for relief, or similar relating to or arising out of this Agreement, whether in contract or otherwise, shall be governed by the laws of the State of Delaware, without giving effect to any conflict of law principles.
No Class Actions or Proceedings
Any party using this Site may only bring claims on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Any relief awarded cannot affect or impact other users of this Site or the Services. These Terms do not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICPATE IN A CLASS ACTION.
No Injunctive Relief
To the maximum extent permitted by law, you agree that you will not be permitted to obtain an injunction or other equitable relief of any kind, including but not limited to a court action that may prevent the development, operation, or utilization of the Site, Services, or Protocol.
Limitation on Time to File Claims
Any cause of action or claim you may have arising out of or relating to this Agreement or the Services must be commenced within one (1) year after the cause of action arose; otherwise, such cause of action or claim is permanently waived or barred.
No Investment Advice
All information or content displayed by the Site or relative to the Services is for informational purposes only and should not be construed as professional advice. Neither Credix nor its subsidiaries, affiliates, officers, directors, agents, or representatives provide investment advice, and the content on this Site is not to be construed as investment, tax, financial, or legal advice. Credix does not provide consultation or advice relative to taxes, law, finance, investments, the advisability of lending or borrowing digital assets, models, trading techniques or strategies, rates, algorithms, tokens, or any other schemes. The information contained on this Site has been prepared without reference to any particular user’s financial situation, investment requirements, tax considerations, etc., and is for informational and educational purposes only. You should not take, or refrain from taking, any action based on any information displayed on the Site or relative to any Services. You agree you are not relying solely on the information contained on this Site in making any investment decision(s). Always consider seeking the advice of qualified professionals before making decisions regarding your business and/or investments. Credix is not responsible for transactions you enter into with other users. In all instances, we recommend that you consult with your personal licensed professionals when seeking guidance, recommendations, or advice relative to use of this Site or any content or material herein.
By proceeding to access this Site or utilize the Protocol or any of the Services, you understand, acknowledge, and agree that, to the fullest extent permissible by law, you have not relied on Credix or any other user for any professional advice related to your use of and access to the Site, the Protocol, or the Services.
No Fiduciary Duties
These Terms, and the provision of the Protocol, is not intended to and does not create any fiduciary duties between us and any user or third-party. To the fullest extent permissible by law, you agree that neither your use of the Site and Services or the Protocol causes us or any other user to owe fiduciary duties or liabilities to you or any third party. Further, you acknowledge and agree that to the fullest extent such duties or liabilities are afforded by law or by equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated, and that we shall be held completely harmless in relation thereof.
You acknowledge and agree that Credix has not solicitated any action or participation from you based upon the materials contained on this Site.
No Brokerage or Exchange Services
Credix does not provide brokerage or exchange services.
This Site, the Services, and the Protocol may not be available, appropriate, permissible, or legal for use in some jurisdictions. You are solely and entirely responsible for compliance with all laws and regulations under any jurisdiction applicable to you, whether you know the laws or not. It is your responsibility to familiarize yourself with what behavior and activity is legal and permissible in your jurisdiction. This includes your responsibility for taxes that are payable by you. You are solely responsible for any and all taxes or assessments now or hereafter claimed or imposed by any government authority or regulator associated with your use of this Site.
Anti-Money Laundering (AML) and Counter-Terrorist Financing
All token purchasers, Lenders, LPs, underwriters, and Borrowers are required to provide information sufficient to establish Know Your Customer (KYC) requirements and pass AML checks. Credix utilizes and relies on a third-party service provider to perform AML/KYC due diligence, and will utilize additional third parties for various other support, business, and customer services, including accountancy and audit support, (a) dedicated asset manager(s) for ongoing analysis, reporting, and securitization, and more. As part of a robust KYC policy and ongoing monitoring, we may request additional information and documentation from you in the future. Credix and its partners have the right to rely on the information you provide as true and correct. Your information will be validated and your identify will be verified based on the information you provide. You are solely responsible for providing accurate, complete, and truthful information. Failure to provide accurate and truthful information is grounds for any number of remedies, including permanent bar from using this Site, the Protocol, and/or any related Services; claims for damages including but not limited to fraud, gross negligence, unfair and deceptive trade practices, and negligent misrepresentation. Due diligence, analysis, and reporting will include ongoing monitoring of and for suspicious transactions and mandatory reporting to regulators. Credix reserves the right to refuse registration or use of this Site to anyone, or to bar transactions from or to, anyone from or in jurisdictions that do not meet international AML standards; to anyone that is a “Politically Exposed Person” as defined in the Financial Action Task Force’s (FATF) recommendations; or that fails to meet due diligence standards, requests for information, or requirements. In lieu of refusing registration, we may perform enhanced due diligence. At all times, you may be subject to delayed, enhanced, or additional due diligence procedures in your use of this Site, the Protocol and any related Services.
You are solely responsible for maintaining the confidentiality of your account information, as well as any and all activities that occur under your use of the Site or the Protocol. WE ARE NOT RESPONSIBLE FOR YOUR PRIVATE WALLET KEYS. IF YOU LOSE YOUR PRIVATE WALLET KEYS, YOU WILL LOSE ACCESS TO YOUR DIGITAL ASSETS. You must immediately notify us of any unauthorized use of your account and any other security breach. We are not liable for any losses that may occur as a result of someone else using your account or password, with or without your knowledge, permission, or approval. Be diligent and cautious in the protection of your personal passwords.
There are on-chain transaction costs associated with on-chain transfers of any assets. You are solely responsible for such fees.
The Credix Protocol utilizes the following fee structure: servicing fee defined on a deal by deal basis and charged on an annual basis, applied to each incoming monthly interest payment from any and all facilities using the Protocol. The servicing fee is calculated on the full interest payment(s) generated by all loans made to and paid by borrowers. Additionally, on an annual basis (every year on day 365), the Credix Protocol charges a 1.5% performance fee calculated as a percentage of the interest rate, or financing fee, on the outstanding principal of and for each active deal, calculated on the total disbursed volume charged to the borrower(s). Finally, the Protocol charges a 0.5% withdrawal fee. These rates are subject to vary and subject to adjustment on a deal-by-deal basis, and are subject to change without notice to you. Additional fees, if any, are described below and in attendant documents, incorporated herein by reference.
You are solely responsible and liable for all applicable taxes, fees, and commissions resulting from the use of this Site and the Services. You agree to indemnify Credix from any liability for, or assessment of, any claims or penalties with respect to such taxes, including any liability for, or assessment of taxes imposed on Credix by the relevant taxing authorities with respect to any amounts paid to you as the result of using this Site.
The Nature of Digital Assets
Investors can buy digital assets through websites, cryptocurrency exchanges, or through selected banks and/or brokers.
Digital assets (anything that is created and stored digitally, is identifiable and discoverable, and has or provides value, including – for example – Bitcoin, and securities such as bonds registered on a distributed ledger, e.g., tokenized securities) often utilize distributed ledger technologies, which allow individual participants or participating computers, or nodes, within a system to propose, validate, and store operations in a synchronized database (a “Ledger”) that is distributed across all nodes in the system securely.
Please ensure you understand the basics of digital assets and distributed ledgers, including:
- Distributed ledger technology uses a “consensus algorithm” that allows new and replicated entries in the database without any trusted third-party validation. None of the computers comprising the network need to be “trusted” and, instead, the consensus algorithm makes sure that all of the data entered is correct.
- Distributed ledgers have no single point of failure, which means that if multiple computers participating in the network disappear, the network will continue to function as long as there is at least one computer.
- Distributed ledgers have no single entity controlling the network or making the rules for the network. The rules are defined in the “code” that runs the distributed ledger.
- Distributed ledgers are logically centralized which means that every node sees the same state. It can be seen or understood as one global computer or thousands of dispersed computers that all see the same state.
- Blockchain is a way to store data in such a system: operations (aka transactions) are organized in blocks, and a block is attached to the last previously-created block. This allows operations and data to be stored wtihout allowing them to be subsequently modified.
Past performance is no guarantee of future results and should not be relied upon as the basis for making any investment decision. Historical returns, expected returns, or projected returns may not reflect actual performance. All securities involve risk and may result in significant loss. There is no guarantee that any investment will be successful. Investors should carefully consider the investment objectives, risks, charges, and expenses of the platform and credit opportunity before investing. The information contained herein is for informational purposes only. Credix does not give investment advice. You should not construe any information provided here as investment advice or recommendations, endorsements, or solicitations to buy securities. The information herein is of a general nature and does not address any particular individual or entity circumstances.
Blockchains and smart contracts are still relatively new and emerging technologies that carry high amounts of foreseeable and unforeseeable risk from security, regulatory, financial, technical, political, social, and personal safety standpoints. The mere access to and interaction with blockchains and smart contracts requires a high degree of skill and knowledge to operate with a relative degree of proficiency.
Crypto and digital assets are highly volatile in nature due to many diverse factors, including but not limited to use and adoption, general market trust, speculation, manipulation, technology, security, and regulatory and legal developments, interpretation, and application. Further, the speed and cost of transacting with these types of technologies (like blockchains) requires high amounts of resource, and is variable and highly volatile. Plus, the transparent nature of many blockchains means that any interactions you have with the Protocol may be publicly visible.
Links from the Site
Links to any third-party websites are provided for your convenience only. We have no control over the contents of those sites or resources. Access of third-party sites and contents is entirely at your own risk and subject to the Terms of those sites.
No Wallet Protection
We do not control, hold, custody, or guard your wallet. You are responsible for your wallet keys, and if you lose it/them, you may not be able to recover your digital assets. If this occurs, there is nothing we can do to assist, and we are not responsible for your loss of your private wallet key(s).
Assumption of Risk
By using and accessing this Site, the Services, and/or the Protocol, you represent that you fully understand, acknowledge, and accept the inherent risks associated with using blockchain-based systems, and you have a working knowledge of the usage and intricacies of smart contracts, crypto-assets, blockchains, digital assets such as USDC, bitcoin, and other digital tokens. In your use of this Site and the Protocol, you acknowledge that it is reasonable and suitable for you to participate.
The market for digital assets is highly volatile and highly subject to change, speculation, and increased regulation. Further, adoption, technology, security, and regulation present ongoing risks.
You understand, acknowledge, and agree that the cost and speed of transacting with digital assets and blockchain-based systems are variable and may increase at any time. You further understand and acknowledge the risk that your digital assets may lose some or all of their value while they interact with the Protocol. You further understand and acknowledge that we are not and cannot be responsible for any of these variables or risks, and cannot be held liable for any losses that you experience while using this Site or interacting with the Protocol. You fully assume all responsibility for and accept all of the risks of accessing and using this Site and interacting with the Protocol, and understand and agree that we are not responsible for any of these (or related) risks.
A utility token is a token that serves some use case within a specific ecosystem, such as the Credix Marketplace. The tokens referred to herein do not have any intrinsic value outside of the ecosystem, and are designed to be used for a specific purpose within the marketplace to reflect net asset values in the underlying ecosystem, or pool. The tokens are distributed based on participation, and are generally unregulated. The tokens are stored in a crypto wallet associated with the Liquidity Provider or Underwriter, and can be used to access services provided by the Protocol. The tokens themselves do not represent any ownership stake in any credit facility or project being invested in. The value of utility tokens usually fluctuates, and may generate profits for the token holder if the project ends up reaching its intended purpose with reasonable success, minus fees and costs. Profits should not reasonably be expected. Unlike security tokens, which represent the ownership of a digital or even physical real world asset, utility tokens do not represent ownership in anything tangible.
No Fiduciary Duties
To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.
Intellectual Property Rights
All material on this Site, including the Protocol, and its entire contents, features, and functionality (including but not limited to software, code, images, video and audio, design elements, and information) are the property of Credix and its providers of material. All content is protected by copyright, trade secret, and other intellectual property or proprietary rights laws.
These Terms permit you to use the Site for your use only, subject to the following restrictions:
- You cannot and must not copy, reproduce, modify, alter, distribute, create derivative works of, display publicly, download, store, or transmit any of the material on the Site, except as it is created and owned by you.
- You have no right, title, or interest in or to the Site or its content. Credix reserves all rights in and to the content and material on the Site.
This Site may only be used by you for lawful purposes and in accordance with these Terms. You agree not to use the Services in any way that could damage the Services, the Site, or the general business of the Company. You may use the Services for lawful business purposes only. Provided you are in full compliance with this section, you are granted a limited, non-exclusive, non-transferable, and revocable license to use and access the Site and Services for any permissible use. The license automatically terminates upon your cessation of the use of the Site and/or Services, and we further reserve the right to suspend or terminate your access or rights to use the Services at any time if you breach any of the Terms. Upon termination of your access or rights to use the Services, your access will immediately cease. We will have no liability to you whatsoever for any suspension or termination of your rights under these Terms. Termination of your access to and use of the Site or Services shall not relieve you of any ongoing obligations arising prior to the termination or limit any liability you may have to us or any third party.
You specifically agree that you will never use this Site:
- in a way that violates applicable federal, state, local, or international laws or regulations (including, but not limited to, laws regarding the export of data or software to and from the US or other countries).
- to promote any unlawful or illegal acts or to assist another to commit unlawful or illegal acts.
- in a way that would violate the Terms, including (without limitation), manipulating the Site, Protocol, or Services in a way that may allow it to defraud or manipulate any other users or otherwise engage in any other deceitful or deceptive behavior, conduct, or practices.
- if you are a citizen or resident of or are otherwise accessing the Site, Protocol, or Services from one of the following countries: Ukraine, Russia, Iran, Iraq, North Korea, Cuba, Syria, Sudan, or if you are otherwise subject to economic sanctions or listed as a Specially Designated National by the United States Office of Foreign Asset Control (OFAC).
- for the purposes of asking for personally identifiable information.
- to impersonate or attempt to impersonate any other person or entity.
- in a way that exploits or infringes upon the rights of others, particularly minors, or in any way that is harmful, fraudulent, threatening, or illegal.
- if doing so is in violation of any laws or regulations in your applicable jurisdiction.
- to engage in any conduct that may harm Credix or its users or expose them to liability.
- to transmit any advertising or promotional material.
- to monitor or copy any materials on this Site for any unauthorized purpose.
- to disguise the proceeds of any breach of applicable laws or regulations, or to deal in any contraband digital assets, funds, or proceeds.
- to interact with this Site, or use any Services, with anything other than funds, keys, or digital assets that have been legally obtained by and that belong to you.
- to interfere with or subvert the rights of any other Site user or third party.
- to interfere with the proper working of the Site or the Protocol, including but not limited to introducing viruses, hacks, or malware.
- to engage in conduct that is detrimental to us or any other third party.
- to engage in other conduct that may harm Credix or the other Site or Service participants, or expose them to liability.
- to falsify or materially omit information or provide misleading information, including at registration.
- to deceive or defraud another person, or in a way that is likely to deceive, including but not limited to providing false, inaccurate, or misleading information with the intent to unlawfully obtain property of another.
- to execute any transactions that may be considered securities transactions or otherwise require registration with the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), the Commodities Futures Trade Commission (CFTC), or the US Financial Crimes Enforcement Network (FCEN).
Outside United States
The Website is controlled and operated from [location] and is subject to its laws. If you choose to access the Site outside of [location], you do so at your own risk and are responsible for complying with all applicable laws, rules, and regulations.
Waiver and Severability
No waiver by Credix of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition, and failure of Credix to assert a right under these Terms shall not constitute a waiver of such right.
If any of these provisions or Terms is held by a tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision or term shall be eliminated. All remaining provisions and Terms will continue in full force and effect.
Based on the services you elect to use, you may be subject to the additional terms below. To the extent these additional terms below are inconsistent with the terms above, the terms below govern.
OUR COMPANY WILL NOT BE OBLIGATED TO REGISTER THE DIGITAL ASSETS UNDER THE SECURITIES ACT IN THE FUTURE. THERE CURRENTLY IS NO PUBLIC OR OTHER MARKET FOR THE DIGITAL ASSETS AND IT IS NOT EXPECTED THAT ANY SUCH MARKET WILL DEVELOP.
What You Get
There are essentially two ways that institutional and accredited investors can utilize their USDC to participate in Credix Finance Series LLC’s smart contract protocol: (1) through the liquidity pool, which pools USDC and issues liquidity provider tokens that reflect the capital gained off all credit deals (“LP tokens”) on the one hand, and provides credit to Fintech borrowers and receives USDC interest payments and/or return of principal on the other, or (2) directly into Borrower issuances, or “deals.” The USDC liquidity pool functions as the Credix Finance Series LLC “reserves,” and the liquidity pool (“LP”) investors receive an LP token as a representation of their respective participation in the reserve.
FOR LIQUIDITY PROVIDERS AND OTHER PARTICIPANTS IN THE LIQUIDITY POOL
This Site and Protocol provide an open-source, decentralized infrastructure for third-parties to participate in certain capacities or perform certain functionalities when interacting with the Protocol. Some of the functionalities or capacities require other agreements or documents, each of which is hereby incorporated by reference. One such way is to facilitate their own proprietary digital asset lending activity within the Credix Marketplace, which includes a liquidity pool (the “Liquidity Pool”).
The capital in the Liquidity Pool functions like a revolving line of credit from which loans are disbursed and where interests are repaid.
To operate as a “Liquidity Provider” or “LP” on the Protocol and participate in the Liquidity Pool and enter into transactions with the Credix Marketplace, you may be required to enter into additional agreements or documents that may be presented to you through this Site or through the Protocol, each of which is hereby incorporated by reference into these Terms.
The risks of being an LP include lock-ups, vulnerability in the underlying smart contract, price volatility, private key compromise or loss, or user-error in digital asset transmission. To be a Liquidity Provider, you should have intermediate to expert-level knowledge and experience in digital assets, and have the ability to bear losses, including the total loss of your capital. While the investment objectives include diversification and growth, the risk reward profile is high risk. It is also possible that the actions or omissions of Borrowers, or other participants, may harm your position, including the potential loss of your digital assets. If Borrower default occurs, there may be delays or other issues in accessing, repossessing, recovering, and/or liquidating collateral. Further, the immediate availability of withdrawals or redemptions is subject to the amount of USDC at a given time in a Liquidity Pool. There may be instances where there is insufficient USDC to process redemptions, and the Liquidity Provider(s) must wait for Borrower repayment, interest payments, and/or additional deposits to withdraw funds. Withdrawals are handled according to Withdraw Epochs as more fully set forth herein. You acknowledge the foregoing, represent your understanding of the foregoing, and agree to assume full responsibility for all of the risks related to your status as a Liquidity Provider, whether those risks are mentioned in this paragraph or not. We expressly waive any and all fiduciary duties to users of the Protocol, including Liquidity Providers.
By accessing the Protocol, to the fullest extent under the law, you agree to defend, hold harmless, and indemnify Credix, its affiliates, subsidiaries, and their respective directors, officers, employees, representatives, and agents from and against all claims, damages, losses, suits, actions, demands, proceedings, expenses, and liabilities of any kind (including reasonable attorneys’ fees) (collectively “Claims”) arising out of or related to (i) any act or omission of Credix or its agents, representatives, officers, and directors, including any breach of this Agreement; (ii) your use of the Protocol; (iii) your violation of law, negligence, willful misconduct, or other acts or omissions related to or arising from these Terms; or (iv) Claims brought by other users or third parties against you arising out of their use of this Site or the Protocol.
The Protocol Agreement
Upon transferring any digital assets, including USDC, into the Liquidity Pool, you are entering into a credit facility with a special purpose vehicle (SPV), namely Credix Finance Series LLC, Fund I or its affiliates, including a subsequent series of, within, or in addition to the Series LLC (each, a sub-series) whereby you transfer USDC into the SPV in exchange for a token, and the sub-series, or child series, is an intermediary SPV that extends credit, or capital, to one or more borrowers. The transaction is facilitated via interaction with the Credix Smart Contract, which bears the following public key: CRDx2YkdtYtGZXGHZ59wNv1EwKHQndnRc1gT4p8i2vPX.
The inputs for the smart contract are based on Excel models and prepared as followed:
- Principal and interest schedule: the overall facility is modeled to contain an anticipated or expected principal and interest repayment schedule per the theoretical payment schedule (which does not take into account or consideration early or faster prepayments that may be made due to excess cash built into the facility); and
- Returns per tranche: tranche size and percentage of interest and fees are allocated to each tranche.
The borrower executes loan documents, such as debentures, in exchange for receipt of USDC. Most borrowers are – as of September 1, 2022 – FinTech companies in Latin America. Relative to such borrowers, USDC is transferred from an SPV to the borrower’s wallet. The borrower is also responsible for executing a fiduciary assignment to an asset manager located in Brazil. The asset manager provides SPV-as-a-service, and will issue a debenture back to the lender for the benefit of the Liquidity Pool participants. The debenture(s) will be subscribed by the debenture holder of each series, e.g. one of the “child” series LLCs, or special purpose vehicles. The debenture(s) will be paid in upon payment in kind in assets (e.g., USDC), to be made available to the borrower in its digital wallet. The compensation of the debenture(s) will be paid in upon payment in kind in assets (e.g., USDC) to be made available from the borrower to the debenture holder by means of transfer to the digital address of the debenture holder: CRDx2YkdtYtGZXGHZ59wNv1EwKHQndnRc1gT4p8i2vPX.
You may add additional amounts into the Liquidity Pool from time to time without signing additional documentation, provided that your KYC/AML information is current, your accreditation status remains, and you are permitted to use the Protocol. In exchange, you will receive an “LP token” that reflects your interest rate, anticipated yield, recourse underlying the debt (if any), and any estimated repayment terms.
The LP token price reflects the net asset value (“NAV”) of the Liquidity Pool. The NAV is determined by the Protocol and is calculated on the principal credit outstanding plus the cash value of USDC. NAV may also be referred to as total value locked (“TVL”).
After a period of lock-up as further detailed in loan documents, which include but are not limited to a promissory note and security agreement (the “Loan Documents”), but in no event less than one year, you will be able to request the withdrawal of the LP token price in USDC, as originally borrowed, directly to your wallet, subject to sufficient liquidity in the Liquidity Pool, and provided there are no “Events of Default,” as detailed below, or other circumstances or situations under which your digital assets cannot be returned. Withdrawal of the LP tokens is permitted according to “Withdraw Epochs,” as follows:
Every month, the Protocol administrator(s) for each given pool for which Withdraw Epochs are enabled will open a three-phase redemption period known as a “Withdraw Epoch” wherein Investors can notice their request for redemption and redeem an amount available for withdrawal. Each Withdraw Epoch lasts fourteen (14) days (unless adjusted in Credix’s sole discretion), and is conducted in three consecutive and sequential phases.
Phase 1: Request Phase. In this Phase, Investors may make a one-time, irrevocable request for redemption through the Credix platform. Immediately upon the conclusion of the Request Phase, the available liquidity in the liquidity pool will be “locked” ("Locked Liquidity") and no additional requests will be received or processed until the next Withdraw Epoch.
Phase 2: Redeem Phase. In this Phase, Investors that made Phase 1 redemption requests may click “Redeem” and withdraw the requested amount(s) available for withdraw up to the extent of the Locked Liquidity. Should the Locked Liquidity not be sufficient to satisfy all redemption requests by Investors, they will receive, on a pro rata basis, respective to the individual Investor's LP token stake in proportion to the total LP token stake owned by Investors who submitted a withdraw request.
Phase 3: Available Liquidity Phase. In this Phase, those Investors that made Phase 1 redemption requests but did not receive the full amount(s) of their requested redemption in Phase 2 may redeem on a first-come, first-serve basis in accordance with any remaining liquidity that was not withdrawn by other Investors who submitted a withdraw request. In the case that there investors who had their redemption requests fully or partially unsatisfied, these requests will be automatically canceled and, in the next Withdraw Epoch, must be requested again.
Each separate transfer of digital assets (USDC) into the Liquidity Pool shall be treated as a separate transaction and governed by these Terms and the Protocol Agreement.
Interest & Fees
Each Liquidity Pool (relevant to the Series LLCs and various marketplaces), pays a certain interest rate. Interest rates are subject to change over time due to market fluctuations, economic forces, and other factors. The precise moment(s) of payment are also subject to adjustment and change.
Where permitted by applicable law, LPs may transfer their tokens, subject to restrictions and limitations. LPs may also redeem all or a portion of their LP tokens from the Liquidity Pool upon the requisite time to maturity. After a period of lock-up as further detailed in the Loan Documents (and in some cases no less than one year), you will be able to request the withdrawal of the LP token price in USDC, as originally borrowed, directly to your wallet, subject to sufficient liquidity in the Liquidity Pool, and provided there are no “Events of Default,” as defined below, or other circumstances or situations under which your digital assets cannot be returned.
Upon token redemption, the Liquidity Pool will deliver to the LP their proportional share of theNAV of the Liquidity Pool at the time of redemption. For the avoidance of doubt, if an LP holds one (1) LP token (as defined herein), and a total of 10 LP tokens are in circulation, then the LP – upon exit or redemption – will receive 1/10 of the total NAV of the Liquidity Pool, less any applicable fees.
LP token holders are not permitted to force a “fire sale” of underlying assets. Should an early repayment trigger happen in any of the debentures, the asset manager may summon a bondholder meeting in which the sole representative is Credix Finance Series LLC. We reserve the right to further coordinate with the asset manager surrounding policies and specific procedure(s) for debenture wind-down. We will strive for maximizing the overall cash flow returns of the facility while granting the minimum cash flow needed for the senior interest and principal repayment. Where required, we intend to use selective “fire sale” processes to match any cash flow gap(s) for the senior interest while avoiding a short-selling of assets. We further reserve ongoing rights to develop specific procedures relative to accomplishing an effective strategy to pass along the enforceability rights of the debenture(s) and underlying assets to the token holders should it be needed.
Events of Default
“Events of Default” include but are not limited to:
- a Borrower admits in writing its inability to pay its debts generally as they come due; declares itself insolvent; files a petition in bankruptcy; is placed into an involuntary bankruptcy by its largest creditors; makes an assignment for the benefit of its creditors; commences a proceeding for or is the ordered party to the appointment of a receiver, wind-up agent, trustee, liquidator, or conservator of itself or a significant portion of its affiliates or subsidiaries; files a petition seeking reorganization; or a court of competent jurisdiction assumes custody or control of the Borrower in whole or in part or a significant part of its assets;
- a default is made in the due and punctual payment of the principal or interest under any Loan Documents;
- a Borrower breaches any covenant, term, agreement, or other provision of its Loan Agreement;
- a default in the payment of any principal, interest, or other amount(s) due with respect to any indebtedness for borrowed digital assets, subordinated debt or other debt of the Borrower or under any agreement or other instrument under or pursuant to which any such indebtedness, subordinated debt, or other debt may have been issued, created, assumed, or guaranteed by the Borrower and such default continues for more than the grace period, if any, or if any such indebtedness, subordinated debt, or other debt be declared due and payable prior to the stated maturity thereof; and/or
- a representation or warranty or any other statement of fact in any writing, report, statement, file, or similar at any time furnished pursuant to or in connection with these Terms and the Protocol Agreement, or the Loan Documents, or otherwise, is discovered to be false or misleading in any material respect.
If any of the above Events of Default occurs and is continuing (and whether the Event is voluntary or involuntary or comes about by operation of law or in compliance with any judgment, decree, or regulation of any governmental, administrative, or regulatory body), the LP may, at its option, declare the Loan to be immediately due and payable, whereupon the maturity of the then-unpaid balance of the Loan, less applicable fees, shall be accelerated and the same shall be due and payable, as computed by the smart contract.
FOR UNDERWRITERS LENDING TO SINGLE BORROWERS
Underwriters may have the opportunity to participate directly in a series limited liability company or special purpose vehicle (SPV) that lends directly to specified Borrowers (“Underwriters”).
Underwriters are third parties (not employed by Credix) that evaluate the deals in which they (typically institutional investors or ultra high-net-worth individuals) and the liquidity pool will invest. Underwriters conduct due diligence and provide the junior tranche, or first loss capital, that will absorb first losses. In exchange, they receive a token reflective of their participation as set forth in attendant Loan Documents. The token itself does not grant any rights to recourse, but rather points to the underwriter’s participation in a lending or credit facility, the details of which are set forth in the Loan Documents.
In such an instance, the Underwriter does not receive a limited liability company or other membership interest, but receives a tranche token reflecting its interest as a junior lender to the single borrower. The tranche token – per the smart contract – represents the underwriter’s economic rights relative to its participation in a facility with a specific single borrower, and will automatically accumulate net asset value (NAV) as conditions of the smart contract are met. Unlike the LP token, which reflects an underlying price, tranche tokens are issued on a 1-1 basis, and reflect a junior tranche position. For example, where an underwriter loans $100,000 USDC to the junior tranche of a specific borrower’s deal, that underwriter will receive 100,000 junior tranche tokens. If the total size of the junior tranche in that deal is $300,000, a total of 300,000 junior tranche tokens will be issued, and the underwriter will have acquired ⅓ of the total tranche capacity. Upon full repayment of the relevant deal (e.g., when the borrower completes its full repayment schedule, or when early withdrawals are permitted and activated), such underwriter may withdraw ⅓ of the repaid principal plus interest of that junior tranche.
The tokens operate off a distributed ledger and provide no basis for an investment contract. The tokens do not entitle the holder of the token to an(y) expectation of profit, but represent the underwriter’s stake in the junior tranche of a specific deal, and reflect the value accumulated through borrower principal and interest repayments. The Protocol facilitates the operation of a fully decentralized network and is ultimately utilized and run by a dispersed community of unaffiliated users. We assume no responsibility for management of the borrower’s assets.
The Underwriter may be required to complete and will receive additional documents, including a promissory note and security agreement, which are incorporated by reference herein. The Underwriter in this scenario may not have the benefit of diversification, but participates directly in a credit facility with that specific Borrower.
Additionally, the Credix Marketplace may contain several sub-markets, each a series LLC, and each of which functions to segment risk on a deal-by-deal basis. Additionally, new series LLCs may be established that offer potentially competing sub-markets. You (the Underwriter) choose which you participate in. The “parent” series LLC will have various “children” series below it, and each of the “children” will serve as special purpose vehicles (SPVs) formed for the purpose of acquiring and financing specific assets. The separate SPV structure serves as a method of isolating risk. The financials of any given SPV may not appear on the parent company’s balance sheet. Instead, each SPV will have its assets, liabilities, and equity recorded only on its own balance sheet, because SPVs have their own obligations, assets, and liabilities outside the parent company.
The various series LLCs will have common ownership and control, and conflicts of interest may therefore arise and may be inherent in such marketplaces. You acknowledge and understand the nature of such conflicts, and waive any conflicts that arise.
Each “child” SPV, or series LLC, may function as an SPV and will lend to a single borrower (a “Deal”). In order to lend to a single borrower, you represent that you are either a qualified purchaser, an accredited investor, or otherwise a high net-worth individual (as those terms are used in relevant jurisdictions and in accordance with relevant law), that this investment is suitable for you, that you have the sophistication and business experience necessary to properly and fully evaluate the risks of any investment, can bear the costs of any investment (including total loss of an investment), do not require liquidity for your daily living expenses, are not a person or entity who resides in, is a citizen of, is located in, is incorporated in, or has a registered office in a country that currently has economic sanctions against it by the United States of America (“U.S.”), and you understand that single borrowers have not been registered under the U.S. Securities Act of 1933 (“Securities Act”), as amended, and their securities may not be offered or sold in the United States or to a U.S. person (as defined in Regulation S promulgated under the Securities Act) absent registration or an applicable exemption from the registration requirements. You further acknowledge and agreement that you may want to participate directly in an SPV that lends directly to a single borrower, but may not be permitted to simply due to the limitations on the number of investors (100) present in select of the relevant securities laws.
When you generally participate as an Underwriter, you are directly participating as the junior capital, or junior tranche, of a lending or credit facility to a single borrower. You will be provided Loan Documentsper which additional economics, a waterfall, terms and conditions, and information surrounding the pledged collateral are set forth. Any such Loan Documents are hereby incorporated by reference and made a part of these Terms. If there is any variability, inconsistency, or uncertainty between these Terms and the Loan Documents, the Loan Documents shall control.
Each Deal has an amount, a financing fee (% interest rate), a time to maturity, an underwriting fee (performance fee or % of interest taken by the Underwriters on the repaid interest rate), and a leverage ratio. The leverage ratio defines the financial structure of the deal, or how the deal will be funded respectively by the Underwriter(s) and the Liquidity Providers.
No course of dealing between a single borrower and a lender to such single borrower, or any failure or delay on the part of the lender in exercising any rights or remedies hereunder, shall operate as a waiver of any rights or remedies of the lender.
Use of Proceeds
Borrower(s) are permitted to use loan proceeds for any business purpose.
Your participation with a single borrower will entitle you – either directly or through a chain of documents – to receive security and/or collateral (the “Security Package”), such documents being incorporated herein by reference.
Repayment occurs after allowing for processing following the underlying maturity date(s).
Representations, Warranties, and Covenants
All parties to any given transaction hereby make the following representations and warranties, which shall continue during the term of any Loan Documents hereunder:
- 1.Each party represents and warrants that it has the power to agree to these Terms and such Terms as are contained in the Loan Documents, and to perform its obligations hereunder; it has taken all necessary action to authorize such execution, delivery, and performance; and these Terms and such Loan Documents constitute legal, valid, and binding obligations enforceable against it in accordance with its terms.
- 2.Each party represents and warrants that it has not relied on the other for any tax, financial, investment, legal, or accounting advice concerning the Loan Documents and that it has made its own determination as to the tax, financial, investment, legal, and accounting treatment of any loan, any digital asset, and/or any other value received, transferred, or provided hereunder.
- 3.Each party represents and warrants that it is acting for its own account, and acquiring the tokens for itself, and not for another.
- 4.Each party represents and warrants that it has reviewed these Terms, any relevant Loan Documents, assumes the risks involved, and is a sophisticated party fully familiar with the inherent risks involved in the transaction(s) contemplated in the Loan Documents, including, without limitation, risk of new financial regulatory requirements, potential loss of digital assets, risks due to the volatility of the price of digital assets, and voluntarily takes full responsibility for any risk(s) to that effect.
- 5.Each party represents and warrants that it is not insolvent and is not subject to any bankruptcy or insolvency proceedings under any applicable laws.
- 6.Each party represents and warrants that it is familiar with the laws in its jurisdiction and is permitted to contemplate and execute the proposed transaction(s) hereunder.
- 7.Each party represents and warrants there are no pending proceedings against it, or – to its knowledge – threatened, which could reasonably be anticipated to have any adverse effect on the transaction(s) contemplated by these Terms or the Loan Documents, or the accuracy of the representations and warranties hereunder or thereunder.
- 8.Each party represents and warrants that it has, or will have at the time of the transfer of any digital assets, the right to transfer such digital assets subject to the terms and conditions hereof, and free and clear of all liens and encumbrances.
- 9.Borrower(s) represents and warrants that it has, or will have at the time of return of any digital assets, the right to transfer such digital assets subject to the terms and conditions hereof.
- 10.Each party represents and warrants that it has sufficient capital, knowledge, experience in finance and business matters, and net worth to engage in more advanced types of investment opportunities, including transactions involving digital assets and the transaction(s) contemplated hereunder.
- 11.Each party represents and warrants that it is able to evaluate the risks and merits of any investment, and is able to bear the investment’s economic risk(s).
- 12.You understand that the issuer(s) has not been registered as an investment company under the Investment Company Act of 1940, as amended.
- 13.You understand that the issuer(s) has not been registered as an investment adviser under the Investment Advisers Act of 1940, as amended.
- 14.You acknowledge and understand that any securities hereunder are subject to restrictions on transfer and resale, and that you agree not to resell or distribute the securities for a period of at least one year.
- 15.Each party represents and warrants that it has had sufficient opportunity to ask questions, and to conduct due diligence sufficient to satisfy it as to the risks, economic or financial implications, legal implications, regulatory implications, and tax considerations relevant to participation in the transaction(s) contemplated herein.
FOR SINGLE BORROWERS
If you are a borrower, you agree to abide by all terms and provisions of your relevant Loan Documents executed between a given lending SPV and you, and to abide by all terms and provisions of any relevant Loan Documents between you and your borrowers, if you are a lender. All relevant Loan Documents are incorporated herein by reference.
All users of this Site, the Services, and the Protocol agree to not use the Protocol in any way that would violate any of those terms and provisions, including but not limited to, manipulating the Services or Protocol in any way that would allow it to borrow larger amounts or according to different terms from those agreed to any Loan Documents.
Borrower Representations, Warranties, and Covenants
- 1.The Borrower represents and warrants that it has the power to agree to these Terms and such Terms as are contained in the Loan Documents, and to perform its obligations hereunder; it has taken all necessary action to authorize such execution, delivery, and performance; and these Terms and such Loan Documents constitute legal, valid, and binding obligations enforceable against it in accordance with its terms.
- 2.The Borrower represents and warrants that it has not relied on the other party for any tax, financial, investment, legal, or accounting advice concerning the Loan Documents and that it has made its own determination as to the tax, financial, investment, legal, and accounting treatment of any loan, any digital asset, and/or any other value received, transferred, or provided hereunder.
- 3.The Borrower represents and warrants that it is not insolvent and is not subject to any bankruptcy or insolvency proceedings under any applicable laws.
- 4.The Borrower represents and warrants that it will act in good faith and endeavor on a timely basis to execute any additional documents necessary to fully comply with the terms of the Loan Documents.
- 5.The Borrower represents and warrants that it is familiar with the laws in its jurisdiction and is permitted to contemplate and execute the proposed transaction(s) hereunder.
- 6.The Borrower represents and warrants there are no pending proceedings against it, or – to its knowledge – threatened, which could reasonably be anticipated to have any adverse effect on the transaction(s) contemplated by these Terms or the Loan Documents, or the accuracy of the representations and warranties hereunder or thereunder.
- 7.The Borrower represents and warrants that – to the best of its knowledge – all information furnished relative to any due diligence undertakings hereto have been true, correct, and complete.
- 8.The Borrower(s) represents and warrants that it has, or will have at the time of return of any digital assets, the right to transfer such digital assets subject to the terms and conditions hereof.
Read these risks carefully. They are meant to be thorough, but cannot possibly be exhaustive. It is important you understand that you are assuming each of these risks in using this Site, the Services, and the Protocol. DO NOT INVEST MORE THAN YOU CAN AFFORD TO LOSE.
The main risks include:
- Volatility Risk
- The value of digital assets is subject to high volatility – meaning the price(s) may rapidly and often go down as well as up. Investments in digital assets are considered highly speculative. You face the risk of substantial or total loss in purchasing or selling digital assets. The values of digital assets are also subject to significant variation.
- Changes and advances in technology, fraud, theft and cyber-crimes, and regulatory changes may further increase volatility.
- No Track Record
- Digital assets are relatively new and lack a historical track record. They are not like other currencies or commodities (e.g., gold) that could guide if current levels of volatility are typical or atypical.
- Valuation Risk
- Valuing digital assets can be difficult, and in some cases, there may not be any proven valuation method(s). For example:
- The price of payment tokens (e.g., cryptocurrencies such as Bitcoin) depends on global supply and demand dynamics, and does not rely on traditional valuation techniques used for securities. This can make it hard to calculate or assign an objective value to payment tokens.
- There are no proven valuation methods for utility tokens (which provide digital access to an application or service), which represent a right to consume a service or product in the future. Some utility tokens that are issued have no intrinsic value whatsoever, other than the possibility to use them to access or use a service or product that is to be developed in the future. There is no guarantee that such services or products will be successfully developed.
- Asset or security tokens (which tend to underlie real world assets and reflect participation in real, physical, underlying companies or assets or earnings streams, and provide entitlement to dividends or interest payments) are typically priced based on discounted cash-flow analysis plus a liquidity or illiquidity premium depending on (i) the maturity of the company; and (ii) trading venues. Such asset tokens bear risks related to the underlying company or asset(s).
- Digital assets only exist virtually on a computer network and have no physical equivalent. Establishing a value for digital assets is difficult as the value depends on the expectation and trust that digital assets can be used for future payment transactions. Among others, persistent high volatility, changes and advances in technology, fraud, theft and cyber-crimes, and regulatory changes may prevent the establishment of digital assets, potentially rendering them worthless.
- Liquidity Risks
- There is no market for the tokens currently offered via this Site, the Services, or the Protocol. The tokens are subject to restrictions on transfer, and no permissible secondary market yet exists.
- The market for the relevant digital assets may experience periods of decreased liquidity or even periods of illiquidity. Under most market conditions, it will be difficult or impossible to liquidate your position.
- There is no guarantee that any private company will conduct an initial public offering or provide an alternative exit strategy for your invested capital.
- Acceptance Risk
- Digital assets are not yet a widely accepted method of exchange or payment.
- No Deposit Insurance
- Your digital assets are not protected by deposit insurance.
- Restricted Accounts
- Certain accounts and entities (e.g., hedge funds) in select jurisdictions are not permitted to invest in digital assets. You (and the accounts or entities you are responsible for) are responsible for knowing the laws in your jurisdiction.
- Technology Risks
- Digital asset technology is still in its early stages; best practices are still being determined and implemented. Technology related to digital assets is likely to undergo significant changes in the future. Technological advances in quantum computing, code breaking, etc., may pose a risk to the security of digital assets. Additionally, alternative technologies could be developed, making some digital assets less relevant or even obsolete.
- Digital assets rely on open-source software (for unpermissioned distributed ledgers). Developers might introduce weaknesses and/or programming errors into the open-source software, or may stop developing it, even if it’s at a critical stage where a security update is required), keeping digital assets exposed to weaknesses, programming errors, and threats of fraud, theft, and cyber-attack. We cannot guarantee that the Services offered will be uninterrupted or error-free.
- An increasing number of digital asset network transactions coupled with an inability to implement changes to digital asset technology might result in slower processing times and/or substantial increases in digital asset transaction fees (where relevant).
- Base layer transactions on distributed ledgers are irreversible and final. The history of such transactions is computationally impractical if not impossible to modify. Therefore, if you initiate or request a transfer of digital assets using an incorrect distributed ledger address, it will be impossible to identify the recipient and reverse the unintended transaction.
- All purchases and sales of digital assets may be stored in public distributed ledgers and may therefore be visible to the public. Such decentralized public ledgers are not our property, and are not under our control.
- The development and functioning of digital assets, as well as further improvements, relies on the collaboration and consensus of various stakeholders, including developers enhancing the open-source software related to a digital asset. Disagreement among stakeholders or developers may result in a split of the digital asset network into two or more incompatible versions.
- As a result, trading venues on which digital assets are traded may suspend the ability to trade a particular version of a digital asset, and ultimately may cause a significant part or all of its value.
- In addition, this may result in digital asset instability, and may also prevent the establishment of corresponding digital assets receiving long-term acceptance as a medium of exchange.
- Risks of Fraud, Theft, and Cyber-Attack
- Since digital assets only exist virtually on a computer network, and since transactions in digital assets are not reversible and are done anonymously, they are attractive targets for fraud, theft, and cyber-attacks. Various methods and tactics have been developed to steal digital assets or disrupt digital asset technology. One example is a “51% attack,” where a bad actor takes control over the technology by providing 51% of the computer power in the digital assets network or manipulates 51% of the consensus in the network. Another example is a denial of service attack, where a bad actor attempts to make the digital assets network resources unavailable by overwhelming it with service requests. One consequence of this is a significant waiting period and delay, during which you may be precluded from disposing the relevant digital assets while their value drops significantly.
- Due to lack of regulation, supervision, market control, and/or liquidity, digital assets are subject to a higher risk than usual of market abuse, market manipulation, and insider dealing by market participants.
- Legal, Regulatory, and Tax Risks
- We do not provide legal, financial, regulatory, or tax advice. You must speak with your own professionals to understand how participation, use of the Site and/or Services, and/or use of the Protocol impacts you personally.
- Digital assets contain a significant risk of non-compliance and continuous changes in legal and regulatory frameworks. Based on the time of this writing, there exist significant gaps in the regulatory framework surrounding digital assets. We will continue to monitor such regulations on a global scale, and reserve the right to modify, amend, or adjust our Terms in order to maintain compliance with such regulations and laws.
- The legal, tax, and regulatory frameworks surrounding digital assets in the United States and around the world is still evolving and is far from settled. Existing laws and regulations, changes to the legal, tax, and regulatory frameworks, and related measures by regulators or other governmental authorities may affect compliant participation, domestic and international tradability and transferability, and may potentially result in a full or partial loss of your investment or reduction of value (including reduction to zero) thereof.
- Future regulatory actions may result in the illegality of some digital assets or the implementation of controls relating to the trading (and therefore liquidity) of digital assets. In addition, control mechanisms may increase transaction fees for digital assets significantly. You should ensure that investing in digital assets complies with your local regulations.
- Operational Risk
- Sending digital assets to the incorrect or wrong distributed ledger address leads to a total and unrecoverable loss of funds. Once a transaction is executed, it is impossible to cancel, block, prevent, or reverse. Consequently, you should always check that a destination distributed ledger address is correct before you confirm the transaction.
- Supervision Risk
- Presently, digital assets do not have a function as and/or the full characteristics of legal tender. As a result, they are not currently supervised by any authority or institution such as a central bank. This also means there is no authority or institution that can step in and intervene in the digital asset market to stabilize the value of the digital assets or prevent, mitigate, or counter-attack irrational price developments.
- Credit and Counterparty Risk
- As with tokenized securities, the risk of default or bankruptcy of the underlying issuer is materially in line with private debt investments or private equity.
Specific risks directly related to your custody of digital assets include:
- Owning a digital asset is equivalent to owning the private key (a secret pin) that gives you access to the asset.
- Losing your private key(s) is equivalent to you completely losing control of or access to your digital assets. There is no way to regenerate that same key, and nobody to help you.
- Private keys to digital assets are not like house keys: they cannot be replicated, re-cut, re-made, or duplicated. You must back-up your private keys and store them securely.
- Having your private key stolen is equivalent to giving full access to your assets to the person who stole the key.
Specific risks directly related to tokenized securities:
- The law is not fully settled on digital assets, tokens, and/or tokenized securities, and the regulatory landscape is ever-evolving. Generally speaking, the United States Securities and Exchange Commission (SEC) requires the registration of all securities, unless an exemption from registration is available. If any of the digital assets, tokens, or credit facilities utilized, transferred, or contemplated hereunder are ultimately deemed to be securities, we reserve the right to rely on any available exemption from registration of the securities. (We also reserve the right to take and defend the position that the digital assets and tokens contemplated hereunder are not securities.)
- If the tokens are alleged to be securities, available exemptions may include but are not limited to Rule 4(a)(2) - the private placement exemption, and/or Regulation D, Rule 506(c), which - under the JOBS Act - allows for private companies to open market and/or advertise too accredited investors. For the avoidance of doubt, AML/KYC is conducted on all incoming persons and entities, and all participates must be verified as accredited investors.
- Securities hereunder, if any and once issued, may be associated with digital tokens, which are recorded on the public version of a blockchain. The tokens and the underlying securities can be linked to each other in a manner that may prevent the tokens from being transferred or generally transferable, particularly for a period of time. However, in some instances, while the underlying securities may be non-transferable, the tokens themselves may be freely transferred.
- The tokens are created and managed under the terms of the “smart contract,” which is essentially a computer code that defines the manner in which digital tokens can be created, issued, transferred, assigned, and/or canceled or destroyed. Smart contracts interact with the blockchain for which they have been created and are very complex. It is possible that the code for the smart contract contains flaws, defects, and/or errors, which might negatively impact the tokens, expose private information, or otherwise cause harm. You should familiarize yourself with how smart contracts work, as you are assuming the risks inherent in any smart contract transaction according to these Terms.
- The SEC does not evaluate the merits of any transaction or determine whether an investment is appropriate for any investor.
Modifications or amendments to any documents, content, or material shall be effective when they are posted to this Site, and your continued use of this Site will serve as confirmation of your acceptance of any modification or amendment. If you do not agree with any modifications or amendments, you must immediately withdraw your digital assets from the Liquidity Pool.
Assignment and Transfer
Where unlawful to do so, you may and shall not assign, delegate, or transfer any of your tokens, rights, or obligations under this Agreement without the prior written consent of Credix. Any purported assignment, delegation, or transfer in violation of this section shall be deemed void. Where permissible and in accordance with relevant laws and regulations in attendant jurisdictions, the tokens may be transferable and transferred.
Credix may freely assign or delegate its rights and obligations under this Agreement at any time.
These Terms shall be binding upon and inure to the benefit of the Lender and Borrower and their successors and assigns.