General Terms and Conditions of Use
Preamble
These General Terms and Conditions of Use (the “Terms”) govern access to and use of the Platform accessible at https://edel.finance/, including the User Interface. The Platform provides information about the fundamentals of the decentralised, non-custodial, over-collateralised liquidity protocol, consisting of open-source, self-executing Smart Contracts deployed on the Ethereum blockchain. These Terms constitute a legally binding agreement between the User and the Platform Operator. The Platform Operator may update or amend these Terms from time to time, as outlined in Section 13. If Users do not agree with these Terms, they may not use the Platform and should not visit the Site or otherwise engage with the Platform. These Terms include an arbitration clause outlined below. Users agree that any disputes related to the Platform will be resolved through mandatory binding arbitration. By agreeing, Users waive the right to a jury trial and the ability to participate in a class-action lawsuit.Professional Use Only
The Platform is intended for use exclusively by professional and knowledgeable Users acting in a business or professional capacity. It is not intended for use by individual consumers or companies not acting in a professional capacity. Accordingly, consumer protection laws do not apply to the use of the Platform. By accepting these Terms, the User certifies that they have sufficient expertise to understand and assess the legal and financial issues related to the use of the Platform. Users accessing the Platform represent and warrant that they are acting in a business or professional capacity. The User acknowledges and agrees that it is their responsibility to ensure their own competence, and if not, they must seek the advice of a qualified professional before proceeding with the use of the services on the Platform.Nature of the Platform
The Platform operates as an automated, decentralised, over-collateralised liquidity protocol through autonomous Smart Contracts deployed on the Ethereum blockchain, built on the proven Aave V3 architecture. The Platform Operator provides access to the Platform via the User Interface but does not:- Issue aTokens or any other Utility Tokens
- Custody User funds or private keys
- Intervene in Token Transactions conducted through the Smart Contracts
- Guarantee the stability, value, or performance of tokenized securities, RWAs, or any other digital assets
Registration and Wallet Connection
To access the Platform, Users must connect a compatible Ethereum wallet through the User Interface. Users need to be aware that their compatible blockchain wallet is provided by a third-party entity and is generally governed by separate terms and conditions set by the respective third-party service provider. By connecting their wallet, Users acknowledge and agree to the following:- Acceptance of Terms: Connecting a wallet constitutes acceptance of these Terms, including full awareness and understanding of associated risks.
- Understanding of Risk Disclosure: Users confirm that they have read and understood the Risk Disclosure outlined in Section 9.
- Self-Custody Responsibility: Users are responsible for securing their blockchain wallets, private keys, and recovery phrases. The Platform Operator does not control the wallets, manage, or recover lost credentials.
No Financial, Legal, or Tax Advice
The Platform Operator does not provide financial, legal, or tax advice. All information provided through the User Interface is for informational purposes only and should not be construed as advice of any kind.Definitions
For the purpose of these Terms, the following capitalised terms shall have the meanings set forth below. These definitions apply consistently throughout this document, regardless of whether the terms are used in singular or plural form.Arbitral Award
Arbitral Award: The final and binding decision issued by an arbitrator in accordance with the Arbitration Rules of the Cayman International Mediation and Arbitration Centre Ltd (CIMAC), as outlined in Section 12.Applicable Laws
Applicable Laws: The laws of the Cayman Islands and legal requirements that govern the use of the Platform, including but not limited to financial regulations, anti-money laundering (AML) laws, tax obligations, and data protection laws.aTokens
aTokens: Interest-bearing tokens received by Users when they supply assets to the Platform. aTokens represent the User’s share of the liquidity pool and accrue interest in real-time, maintaining compatibility with Aave’s token standard.Collateral
Collateral: Digital assets (including but not limited to ETH, tokenized stocks, and Real World Assets) supplied by Users into the Smart Contracts to secure their borrowing positions and enable lending activities.Collateralisation Ratios
Collateralisation Ratios: Predetermined thresholds set in the Smart Contracts, including Loan-to-Value (LTV) ratios and liquidation thresholds, which specify the maximum permissible borrowing amount relative to collateral value. Each User is entitled to access the Collateralisation Ratios provided on the Platform. The Platform Operator reserves the right to modify the Collateralisation Ratios through governance mechanisms.Consultants and Experts
Consultants and Experts: Third-party professionals who are engaged by a party to a dispute to provide technical or subject-matter expertise during arbitration proceedings or in connection with the use of the Platform.Gas Fees
Gas Fees: Transaction fees paid to the Ethereum blockchain to validate and process Token Transactions. The fees fluctuate based on network demand and are outside the control of the Platform Operator.Health Factor
Health Factor: The numeric representation of the safety of a User’s deposited assets against the borrowed assets and their underlying value. When the Health Factor falls below 1.0, the position becomes eligible for liquidation.Interim Measures
Interim Measures: Temporary legal remedies or injunctions granted by a court or arbitrator to preserve the status quo or prevent imminent harm pending the outcome of a dispute resolution process.Liquidation
Liquidation: The automatic process executed by Smart Contracts, whereby positions with a Health Factor below 1.0 are partially or fully closed, and the deposited Collateral is seized and sold to repay the outstanding debt and maintain protocol solvency.Platform
Platform: The Edel Finance protocol, a decentralised, over-collateralised liquidity protocol built on Aave V3 architecture that enables Users to supply and borrow tokenized stocks and Real World Assets through autonomous Smart Contracts. The Platform operates independently of any central authority or intermediary, and its functionality is governed by the rules encoded within the Smart Contracts deployed on the Ethereum blockchain.Platform Operator
Platform Operator: The entity responsible for providing and maintaining the User Interface that facilitates access to the Platform. The Platform Operator does not control the Smart Contracts, custody user funds, or intervene in Token Transactions executed on the Ethereum blockchain.Smart Contracts
Smart Contracts: Self-executing programs deployed on the Ethereum blockchain that govern the operations of the Platform, built on the Aave V3 architecture. These programs automate the Platform’s core functionalities, including lending, borrowing, interest calculation, processing liquidations, and managing collateralised positions. Smart Contracts operate autonomously and cannot be modified by the Platform Operator once deployed.Token Transaction
Token Transaction: Any supply, borrow, repay, withdraw, transfer, exchange, or interaction involving tokenized securities, RWAs, aTokens, or other supported assets conducted through the Smart Contracts on the Ethereum blockchain.User
User: Any professional individual or entity acting in a business or professional capacity with sufficient expertise to understand and assess the legal and financial issues related to the use of the Platform, and accesses or interacts with the Platform through a connected Ethereum wallet. Users can supply assets, borrow against collateral, or conduct Token Transactions through the Platform.User Interface
User Interface: The front-end web application and independent interface that allows Users to interact with the Smart Contracts. The User Interface simplifies interactions by enabling wallet connections, transaction submissions, and position monitoring, but it does not execute or control any Token Transactions on the Ethereum blockchain.Utility Tokens
Utility Tokens: Cryptographic tokens issued on the Ethereum blockchain that grant Users access to specific features or services offered through the Platform. Utility Tokens do not represent ownership, investments, or securities.Platform Description
The Platform is an automated, decentralised, over-collateralised liquidity protocol built on the proven Aave V3 architecture that enables Users to supply and borrow tokenized stocks and Real World Assets (RWAs). The Platform operates through autonomous Smart Contracts deployed on the Ethereum blockchain and is designed to function without intermediaries, custodians, or centralised control. The Platform Operator provides access to the Platform through a User Interface but does not control, modify, or intervene in the execution of Token Transactions.Decentralisation and Autonomy
The Platform is designed to operate without reliance on any centralised party:- Autonomous Smart Contracts: All transactions on the Platform are governed by Smart Contracts deployed on the Ethereum blockchain, built on the battle-tested Aave V3 architecture. These contracts execute automatically based on predefined rules and conditions.
- No intermediary role: The Platform Operator does not act as an intermediary in Token Transactions. Users interact directly with the Smart Contracts, assuming full responsibility for their transactions.
Core Components of the Platform
The Platform consists of several key components that work together to ensure the stability and functionality of the system:- Lending Markets: Individual lending pools for each supported asset (tokenized stocks, RWAs, and crypto assets) where Users can supply assets to earn interest.
- aTokens: Interest-bearing tokens that represent Users’ supplied assets and accrue interest in real-time.
- Collateral: Digital assets supplied by Users to secure their borrowing positions, including tokenized securities and RWAs.
- Smart Contracts: Autonomous programs deployed on the Ethereum blockchain that govern all transactions on the Platform, built on Aave V3 infrastructure.
- Oracle Integration: Price feed mechanisms, primarily through Chainlink, that provide accurate valuation of assets for lending and borrowing calculations.
User Activities on the Platform
Users can use the Platform as follows:- Supplying Assets: Users deposit supported assets into the Smart Contracts and receive aTokens in return, which represent their share of the lending pool and accrue interest over time.
- Borrowing Assets: Users can borrow supported assets against their supplied collateral, subject to Loan-to-Value ratios and Health Factor requirements.
- Managing Positions: Users must actively monitor their Health Factor and collateralization ratios to maintain healthy borrowing positions and avoid liquidation.
- Repaying Debt: Users can repay their borrowed amounts at any time, with interest calculated based on utilization rates and market conditions.
- Withdrawing Supplied Assets: Users can withdraw their supplied assets (represented by aTokens) subject to available liquidity and their borrowing positions.
Over-Collateralisation System
The Platform operates as an over-collateralised system, meaning that the value of the Collateral supplied by Users must exceed the value of their borrowings according to established Loan-to-Value ratios. This mechanism provides a safety buffer to protect the Platform from market volatility and ensures that all loans remain properly backed by Collateral. To maintain system stability, several mechanisms are implemented:- Health Factor Monitoring: The Platform continuously monitors each User’s Health Factor, which represents the safety of their position relative to liquidation threshold.
- Liquidation Mechanism: If a User’s Health Factor falls below 1.0, the Platform will automatically liquidate a portion of their collateral to repay debt and restore the position to a safe level.
- Interest Rate Models: Dynamic interest rates that adjust based on supply and demand to encourage optimal utilization of lending pools.
- Risk Parameters: Configurable parameters including LTV ratios, liquidation thresholds, and supply/borrow caps that can be adjusted through governance mechanisms.
4. Platform Operator
The Platform Operator provides and maintains the User Interface that enables Users to interact with the Platform’s Smart Contracts. The Platform Operator’s role is strictly limited to facilitating access to the Platform, and it does not control, manage, or intervene in Token Transactions conducted on the Ethereum blockchain.4.1 Duties of the Platform Operator
The Platform Operator shall, to the extent possible, provide and maintain the User Interface through which Users can access the Platform. The User Interface is designed to facilitate interactions with the Smart Contracts, including:- Connecting Ethereum wallets
- Viewing asset balances and aToken holdings
- Supplying and borrowing supported assets
- Monitoring open positions, Health Factors, and Collateralisation Ratios
- Managing lending and borrowing activities
4.2 No Custodial Services
The Platform Operator does not provide Custodial Services for any Utility Tokens, aTokens, or private keys. Users remain solely responsible for securing their wallets, private keys, and recovery phrases. The Platform Operator:- Does not store or manage user assets: All assets, including Collateral, aTokens, and borrowed assets, are managed directly by the Smart Contracts on the Ethereum blockchain.
- Cannot recover lost credentials: The Platform Operator has no ability to recover lost or compromised private keys.
4.3 No Issuance or Control of Tokens
The Platform Operator does not issue, manage, or control aTokens or any other Utility Tokens. aTokens and other protocol tokens are generated, managed, and destroyed exclusively through the Smart Contracts, based on the rules encoded within them. The Platform Operator makes no guarantees regarding:- The value or performance of assets: The value of supplied assets, aTokens, and borrowed assets is subject to market conditions and protocol mechanics.
- Interest rate stability: Interest rates are determined by algorithmic models based on supply and demand and may fluctuate significantly.
4.4 No Guarantee of Transaction Success
The Platform Operator disclaims all liability for the success, failure, or outcome of any Token Transaction conducted through the Platform. Users acknowledge and accept that:- Transactions are final and irreversible: All Token Transactions conducted through the Smart Contracts are final and cannot be reversed or modified once confirmed on the Ethereum blockchain.
- Network conditions may affect transactions: The success of Token Transactions depends on the performance of the Ethereum blockchain, including network congestion, node failures, and other factors beyond the control of the Platform Operator.
- Gas Fees are required: Users must ensure they have sufficient funds to cover Gas Fees for each transaction. The Platform Operator does not set or collect these fees.
4.5 No Liability for Smart Contract Risks
The Platform Operator disclaims all liability for any bugs, vulnerabilities, or exploits in the Smart Contracts. Users interact with the Smart Contracts at their own risk. The Platform Operator does not audit or guarantee Smart Contracts: While the Smart Contracts are built on the extensively audited Aave V3 architecture, the Platform Operator does not guarantee their security or functionality. Available audit reports and documentation can be found at https://docs.edel.finance.4.6 No Liability for Risks Associated with Platform Use
The Platform Operator plays no role in managing the risks associated with using the Platform, including market risks, regulatory risks, or technological risks. Users must take proactive measures to manage their own risks, including:- Monitoring Health Factors and Collateralisation Ratios to avoid liquidation
- Understanding the interest rate models and the impact of market conditions on borrowing costs
- Securing Private Keys to prevent unauthorised access to their digital assets
5. Access and Use of the Platform
5.1 Wallet Connection Requirement
To access and interact with the Platform, Users must connect a compatible Ethereum wallet through the User Interface provided by the Platform Operator. Users acknowledge that by connecting their wallet, they are engaging directly with the Smart Contracts on the Ethereum blockchain. Users are responsible for ensuring that:- Their connected wallet is secure and properly configured to interact with the Platform
- They have sufficient funds in their wallet to cover Token Transactions and associated Gas Fees
- They understand the mechanics and risks of interacting with Smart Contracts built on Aave V3 architecture
5.2 Conditions of Use
By connecting to the Platform, Users represent and warrant that they:- Are authorised to use the Platform: Users confirm that they have the legal capacity and authority to enter into a binding agreement under these Terms.
- Are acting in a professional capacity: Users acknowledge that the Platform is intended for professional use by professional individuals or entities that have sufficient expertise to understand and assess the legal and financial issues related to the use of the Platform. Users represent that they are not accessing the Platform for personal, household, or consumer purposes.
- Are compliant with Applicable Laws: Users confirm that their activities on the Platform comply with all Applicable Laws, including but not limited to financial regulations, securities laws, anti-money laundering (AML) requirements, and tax obligations, as outlined in Section 9.3.
- Are not subject to sanctions or restrictions: Users confirm that they are not subject to any sanctions or restrictions imposed under Applicable Laws. Users further confirm that they are not listed on any sanction lists maintained by competent authorities, do not directly or indirectly own or control any assets associated with sanctioned persons or entities, and have not received any assets from such persons or entities. Additionally, Users confirm that they will not engage in any transactions or activities on the Platform that involve individuals, entities, or jurisdictions subject to such sanctions or restrictions.
5.3 Security and User Responsibility
Users are responsible for securing their Ethereum wallets and private keys. The Platform Operator does not manage, store, or recover User credentials, and Users must take all necessary precautions to prevent unauthorised access to their wallets. The User must:- Secure their wallets: Implement appropriate security measures, such as using hardware wallets and securing recovery phrases.
- Verify transactions: Carefully verify transaction details before initiating any Token Transactions through the User Interface or directly on the Ethereum blockchain.
5.4 Suspension or Termination of Access
The Platform Operator reserves the right to suspend or terminate a User’s access to the User Interface at its sole discretion if the User violates these Terms or engages in prohibited activities, as outlined in Section 7.4. Suspension or termination of access does not affect the User’s ability to interact with the Smart Contracts directly on the Ethereum blockchain. Users remain responsible for managing their positions and complying with the protocol’s rules, even if their access to the User Interface is restricted.6. Services
The Platform provides a decentralised infrastructure that allows Users to interact with Smart Contracts to perform various financial activities. The services offered by the protocol include the ability to supply assets to earn interest (6.1), borrow assets against collateral (6.2), manage collateralised lending positions (6.3), and earn yield through aTokens (6.4). All services are executed automatically through Smart Contracts on the Ethereum blockchain. The Platform Operator provides access to these services through the User Interface but does not issue aTokens, manage User funds, or intervene in Token Transactions. The information provided in connection with access and use of the services is for informational purposes only. While the Platform operator aims to deliver accurate and reliable content, the Platform Operator cannot guarantee its accuracy, completeness, or timeliness. The information may be outdated, contain errors, or have omissions. Users should not make decisions or take actions based solely on the information available on the Platform, including, but not limited to, https://docs.edel.finance or any other content provided, such as blog posts, data, articles, third-party links, news feeds, tutorials, tweets, or videos. The Users acknowledge and agree that the Platform operator shall not be held responsible or liable, either directly or indirectly, for any damage or loss arising from, or allegedly caused by, the use of or reliance on any content, goods, or services accessed through such sites or resources.6.1 Supplying Assets
The first service provided by the Platform is the ability to supply supported assets to earn interest. Users can supply eligible digital assets, including tokenized stocks and RWAs, into the Smart Contracts. The process of supplying assets is outlined below:- Asset deposit: Users deposit supported digital assets into the respective lending markets.
- aToken minting: The Platform mints aTokens representing the User’s share of the lending pool.
- Interest accrual: Users automatically earn interest on their supplied assets, which accrues in real-time to their aToken balance.
6.2 Borrowing Assets
The Platform offers the ability for Users to borrow supported assets by providing eligible Collateral into the Smart Contracts. The process of borrowing assets is outlined below:- Collateral deposit: Users supply supported digital assets as Collateral.
- Borrowing capacity: The maximum amount that Users can borrow is determined by the Loan-to-Value ratios of the assets they have supplied as collateral.
- Health Factor: Users must maintain a Health Factor above 1.0 to avoid liquidation of their position.
- Interest rate: Borrowers must pay interest on borrowed assets at rates determined by algorithmic models based on supply and demand.
6.3 Managing Collateralised Lending Positions
The Platform provides real-time tools through the User Interface to help Users track their lending and borrowing positions, including:- Health Factor monitoring: Real-time tracking of position safety relative to liquidation threshold.
- Interest rate tracking: Current supply and borrow rates for all supported assets.
- Collateralization ratios: Monitoring of LTV ratios and available borrowing capacity.
- Position management: Tools to supply additional collateral, repay debt, or withdraw assets.
6.4 aToken Interest Earning
The Platform automatically distributes interest to Users who supply assets through aTokens, which represent interest-bearing deposits that:- Accrue interest: aTokens increase in value over time as interest is earned on the underlying supplied assets.
- Maintain liquidity: aTokens can be transferred, used as collateral, or redeemed for the underlying asset plus accrued interest.
- Provide transparency: Users can track their earnings through real-time balance updates.
6.5 Liquidation Mechanism
The Platform includes a liquidation mechanism to maintain stability and solvency:- Automated liquidation: Automatically liquidates positions when the Health Factor falls below 1.0 to prevent the Platform from accumulating bad debt.
- Liquidation incentives: Liquidators receive a bonus for maintaining protocol solvency.
6.6 Limitations of the Platform Operator’s Role
The Platform Operator provides the User Interface to facilitate access to the Smart Contracts but does not:- Issue aTokens or control interest rates: The Platform Operator has no control over the creation or management of aTokens or the determination of interest rates, which are managed entirely by the Platform’s Smart Contracts.
- Custody User Funds: The Platform Operator does not manage or store User assets. All assets are controlled by Users through their connected wallets.
- Intervene in Transactions: The Platform Operator does not initiate, approve, or modify any Token Transactions conducted through the Platform.
7. User Obligations and Responsibilities
Users assume full responsibility for securing their wallets, managing their positions, and ensuring compliance with legal and regulatory requirements in their jurisdiction.7.1 Security and Wallet Management
Users are responsible for securing their Ethereum wallets, private keys, recovery phrases, and other credentials required to access the Platform. Loss of these credentials may result in permanent loss of access to Utility Tokens, aTokens, or Collateral held within the Platform. Users must:- Implement Security Measures: Use hardware wallets, multi-factor authentication, and other security tools to protect their wallets.
- Keep Recovery Phrases Secure: Store recovery phrases in a secure, offline location and ensure they are not shared with unauthorised parties.
- Verify Transactions: Carefully verify transaction details before initiating any Token Transaction through the User Interface or directly on the Ethereum blockchain.
- Phishing and Social Engineering Attacks: Users must be vigilant against phishing attacks, fake websites, and social engineering attempts to steal their wallet credentials.
- Unauthorised Transactions: Users are responsible for ensuring that their wallets are secure and that they do not authorise transactions from compromised devices or networks.
7.2 Responsibilities of Users
Users are responsible for managing their lending and borrowing positions to ensure that their Health Factors remain above the Platform’s liquidation threshold. Users must:- Monitor Health Factor: Users must regularly monitor their Health Factor and take action when it approaches 1.0.
- Maintain adequate collateralization: Users must ensure that their positions remain sufficiently collateralized to avoid automatic liquidation.
- Manage borrowed positions: Users can supply additional collateral, repay debt, or adjust their positions at any time to maintain position health.
7.3 Compliance with Applicable Laws
Users must ensure that their activities on the Platform comply with all Applicable Laws in their jurisdiction, including securities laws related to tokenized assets, as outlined in Section 9.3.7.4 Prohibited Activities
Users must not engage in any activity that compromises the integrity, security, or functionality of the Platform. Prohibited activities include, but are not limited to:- Exploiting Vulnerabilities: Users must not exploit any bugs, errors, or vulnerabilities in the Smart Contracts or User Interface to gain unauthorised advantages. Users who discover a bug, error, or vulnerability in the Platform are encouraged to report it to the Platform Operator through the official communication channel. The Platform Operator may, at its discretion, offer a reward to Users who responsibly disclose security vulnerabilities that could impact the integrity of the Platform.
- Engaging in Fraudulent or Illegal Activities: Users must not use the Platform to engage in activities that violate any Applicable Laws, including fraud, money laundering, tax evasion, and financing of illegal enterprises.
- Circumventing Fees: Users must not attempt to bypass Gas Fees, Platform Fees, or other costs associated with using the Platform.
- Disrupting Network Operations: Users must not deploy bots, scripts, or other automated systems to disrupt or manipulate the Platform’s operations or other Users’ interactions with the Platform.
7.5 User Acknowledgment of Risks
By using the Platform, Users acknowledge and accept the risks associated with interacting with a decentralised finance protocol. These risks include, but are not limited to:- Market Risks as outlined in Section 9.2.
- Smart Contract Risks as outlined in Section 8.2.
- Blockchain Network Risks as outlined in Section 9.1.
7.6 Consequences of Non-Compliance
Failure to comply with these Terms may result in:- The Platform Operator may suspend or terminate a User’s access to the User Interface as outlined in Section 5.4.
- The Platform Operator reserves the right to pursue legal action against Users who engage in fraudulent, illegal, or malicious activities on the Platform.
- The Platform Operator may report suspected illegal activities to relevant regulatory or law enforcement authorities, as required by Applicable Laws.
7.7 Incident Reporting
Users are encouraged to report bugs, vulnerabilities, or other issues to the Platform Operator through designated communication channels. The Platform Operator may, at its discretion, provide incentives and/or rewards in connection with the above.8. Smart Contracts and Transactions
The Platform operates entirely through autonomous Smart Contracts deployed on the Ethereum blockchain, built on the proven Aave V3 architecture. These Smart Contracts govern all transactions conducted on the Platform, including supplying assets, borrowing against collateral, managing interest accrual, and processing liquidations. The Platform Operator facilitates access to these Smart Contracts through the User Interface but does not control or intervene in their operation once they are deployed.8.1 Description of Smart Contracts
The Smart Contracts include:- Immutability: Once deployed on the Ethereum blockchain, the core logic of the Smart Contracts cannot be modified by any party, including the Platform Operator, ensuring predictable and transparent operation.
- Automation: The Smart Contracts automatically enforce the rules of the Platform, executing transactions without the need for human intervention. Users must understand that all transactions on the Platform are initiated by Users through their connected wallets and executed directly by the Smart Contracts.
- Transparency: The code of the Smart Contracts is publicly accessible on the Ethereum blockchain, allowing Users to verify their functionality and understand the rules governing their transactions.
- Aave V3 Architecture: The Platform leverages the battle-tested and extensively audited Aave V3 codebase, providing proven security and functionality for lending and borrowing operations.
8.2 User Acknowledgements
Users interact directly with the Smart Contracts through their connected wallets. By initiating Token Transactions, Users acknowledge and accept the following responsibilities:- Transaction Verification: Users must verify the accuracy of all transaction details before confirming them on the blockchain. This includes the amount of assets supplied or borrowed, collateralization ratios, and any fees associated with the transaction.
- Understanding Smart Contract Rules: Users must familiarise themselves with the rules and conditions encoded in the Smart Contracts, including the risks of liquidation, interest rate fluctuations, and required Health Factor maintenance. The Smart Contracts may contain bugs or vulnerabilities that could result in unexpected losses.
8.3 Irreversibility of Transactions
All Token Transactions conducted through the Smart Contracts are final and irreversible once confirmed on the Ethereum blockchain. This includes, but is not limited to:- Supplying assets and receiving aTokens.
- Borrowing assets against collateral.
- Repaying borrowed amounts.
- Withdrawing supplied assets.
- Processing liquidations.
8.4 Gas Fees and Transaction Costs
Users acknowledge that all transactions conducted through the Platform require Gas Fees paid to the Ethereum blockchain to validate and process the transaction.- Responsibility for Gas Fees: Users are solely responsible for ensuring that their wallets contain sufficient funds to cover Gas Fees.
- Fluctuation of Gas Fees: Gas Fees are determined by the Ethereum network, are subject to significant fluctuations based on demand, and may increase during periods of high congestion. The Platform Operator bears no responsibility for failed transactions caused by insufficient Gas Fees or network delays.
- Failed Transactions: Transactions may fail if insufficient Gas Fees are provided. The Platform Operator disclaims liability for any failed transactions due to insufficient fees or network conditions.
9. Risk Disclosure
Users acknowledge and accept that using the Platform involves significant risks. These risks are inherent to decentralised finance protocols and digital assets and may result in financial losses, loss of access to funds, or other adverse outcomes. The Platform Operator disclaims all liability for any losses arising from these risks, and Users agree to assume full responsibility for managing their risk exposure.9.1 Technological Risks
The Platform operates through Smart Contracts deployed on the Ethereum blockchain. Users must be aware of the following technological risks:- Smart Contract Vulnerabilities as outlined in Section 8.
- Oracle Risks: The Platform relies on external price oracles (primarily Chainlink) to determine asset values for lending and borrowing calculations. Oracle failures, manipulation, or temporary unavailability could result in incorrect asset valuations.
- Network Congestion and Downtime: The Ethereum blockchain may experience congestion, downtime, or technical failures that impact transaction processing. Users must be prepared for potential delays or transaction failures.
- Blockchain Forks: The Ethereum network may undergo forks, updates, or changes that could affect the functionality of the Smart Contracts and the availability of the Platform.
9.2 Market Risks
Users must understand that the value of tokenized securities, RWAs, aTokens, Collateral, and other digital assets can fluctuate significantly due to market conditions. The Platform Operator makes no guarantees regarding the stability or value of any digital asset.- Volatility of Collateral: The value of Collateral supplied to the Platform may decrease due to market volatility. A sudden drop in Collateral value may trigger liquidation, resulting in the loss of Collateral.
- Interest Rate Volatility: Supply and borrow interest rates fluctuate based on market utilization and may change rapidly, affecting the cost of borrowing and returns on supplied assets.
- Tokenized Asset Risks: Tokenized stocks and RWAs may experience price volatility, depegging from underlying assets, or regulatory challenges that affect their value and tradability.
- Liquidation Risks: Positions may be liquidated when Health Factors fall below 1.0, potentially resulting in losses due to liquidation penalties and market timing.
9.3 Regulatory and Legal Risks
The regulatory environment for digital assets, tokenized securities, and decentralised finance is rapidly evolving. Users must be aware of the following regulatory and legal risks:- Jurisdictional Restrictions: The Platform Operator makes no representations regarding the legality of the Platform in any specific jurisdiction. Users are responsible for ensuring that their use of the Platform complies with Applicable Laws.
- Securities Law Compliance: The Platform’s focus on tokenized stocks and securities lending markets may subject Users to additional regulatory requirements in their jurisdiction.
- Regulatory Changes: Changes in laws, regulations, or policies may impact the legality of the Platform or the use of Utility Tokens, tokenized assets, or aTokens. These changes may occur without notice and could affect Users’ ability to access or use the Platform.
- Tax Obligations: Users are responsible for complying with all applicable tax laws in their jurisdiction, including reporting and paying any taxes owed on gains, income, or transactions conducted through the Platform.
9.4 Security Risks
Users must take proactive measures to secure their Ethereum wallets and protect their digital assets from unauthorised access as outlined in Section 7.1.9.5 User Responsibility for Risk Management
By using the Platform, Users explicitly acknowledge the risks associated with decentralised protocols, including but not limited to market volatility, regulatory changes, technological vulnerabilities, and third-party dependencies. The Platform Operator disclaims all liability for financial losses or data breaches resulting from these risks. Users are responsible for managing their own risk exposure when interacting with the Platform as outlined in Section 7.2.9.6 Infrastructure Risks
The Platform relies on the Ethereum blockchain to process transactions and host its Smart Contracts. Users must be aware of the following infrastructure risks:- Node Failures: The operation of the Ethereum network depends on a distributed network of nodes. Failures or attacks on these nodes could disrupt network operations and affect the availability of the Platform.
- Gas Fee Volatility as outlined in Section 8.4.
10. Limitation of Liability
Users acknowledge that they assume full responsibility for their interactions with the Platform and agree to the following limitations on the Platform Operator’s liability.10.1 Assumption of Risks for Users
The Platform Operator disclaims all liability for any losses or damages arising from Token Transactions initiated by Users on the Platform. This includes transactions such as supplying assets, borrowing against collateral, earning interest through aTokens, and managing lending positions. Specifically, the Platform Operator is not be liable for these risks, which are not limited to the following list:- Incorrect or unauthorised transactions: as outlined in Section 7.1 and Section 7.4.
- Unauthorised access to wallets: as outlined in Section 4.6 and Section 5.1.
- Transaction failures: as outlined in Section 4.4.
- Liquidations: as outlined in Section 6.5.
- Interest rate fluctuations: Supply and borrow interest rates may change rapidly based on market conditions, affecting User returns and borrowing costs.
- Volatility of Collateral: The value of Collateral supplied by Users may fluctuate significantly, affecting the health of their positions and potential for liquidation.
- aToken value fluctuations: The value of aTokens may fluctuate based on underlying asset performance and protocol parameters.
- Loss of private keys: Users are responsible for securing their private keys, recovery phrases, and other wallet credentials. The Platform Operator cannot recover lost credentials.
- Bugs, vulnerabilities, or exploits: The Smart Contracts may contain bugs, vulnerabilities, or exploits that could result in unexpected behavior or loss of funds.
- Protocol changes or forks: The Ethereum blockchain may undergo changes, including forks or upgrades, that could impact the functionality of the Smart Contracts.
- Oracle failures: Price oracle malfunctions or manipulation that may affect asset valuations and protocol operations.
- Permanent Loss of Funds: Issues with the Smart Contracts may result in permanent loss of funds or positions.
- Network Failures: Issues with the Ethereum blockchain, including node failures, network congestion, or attacks.
- Regulatory Actions: Changes in laws or regulations that affect the operation or legality of the Platform.
- Force Majeure Events: Acts of God, natural disasters, wars, cyberattacks, or other unforeseen events.
11. Indemnification
By accessing and using the Platform, Users agree to indemnify, defend, and hold harmless the Platform Operator and its affiliates, officers, directors, employees, agents, and representatives (collectively, the “Indemnified Parties”) from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising out of or related to:- User’s Use of the Platform: Any activities conducted by the User on or through the Platform, including interactions with Smart Contracts and Token Transactions.
- Violation of Terms: Any breach by the User of these Terms.
- Violation of Applicable Laws: Any breach by the User of applicable local, national, or international laws, regulations, or rules.
- Third-Party Claims: Any claims brought by third parties as a result of the User’s actions on the Platform, including claims of intellectual property infringement, fraud, or illegal activities.
11.1 Scope of Indemnification
The User’s indemnification obligation extends to the following:- Legal Costs and Fees: Reasonable legal costs, attorney fees, court costs, and expenses incurred by the Indemnified Parties in defending any claim.
- Settlement Amounts: Any amounts paid in settlement of a claim, provided that the Platform Operator obtains the User’s consent before agreeing to a settlement (such consent not to be unreasonably withheld).
- Damages and Losses: Any damages, losses, fines, penalties, or liabilities incurred by the Indemnified Parties as a result of the User’s actions.
11.2 Exceptions to Indemnification
The User’s indemnification obligation does not apply to claims, damages, or losses arising solely from:- Gross Negligence or Willful Misconduct: Any gross negligence or willful misconduct by the Platform Operator or its affiliates.
- Platform Operator’s Breach of Terms: Any material breach of these Terms by the Platform Operator that directly causes harm to the User.
11.3 Third-Party Claims
If any third-party claim is brought against the Platform Operator or other Indemnified Parties as a result of the User’s activities on the Platform, the User agrees to:- Assume the Defense: Take responsibility for defending the claim at the User’s own expense.
- Appoint Legal Counsel: Appoint legal counsel reasonably acceptable to the Indemnified Parties to manage the defense.
- Reimburse Costs: Reimburse the Indemnified Parties for any expenses incurred in participating in the defense of the claim.
11.4 Indemnification Process
The following process applies to any indemnification claim made under this section:- Notice of Claim: The Indemnified Parties must notify the User promptly upon becoming aware of any claim that may give rise to an indemnification obligation. Failure to provide timely notice does not relieve the User of their indemnification obligations, except to the extent that the delay materially prejudices the User’s ability to defend the claim.
- Defense and Settlement: The User must assume control of the defense of the claim and may settle the claim only with the prior written consent of the Indemnified Parties.
- Cooperation: The Indemnified Parties agree to cooperate fully with the User in the defense of the claim, including providing documents, information, and testimony as reasonably requested.
11.5 Limitation on Indemnification Liability
The User’s indemnification obligations are subject to the following limitations:- Proportional Liability: The User’s indemnification obligation is limited to the extent that the damages, losses, or liabilities incurred by the Indemnified Parties are proportionally attributable to the User’s actions or omissions.
- Jurisdictional Limitations: The indemnification obligations are subject to any limitations imposed by the laws of the jurisdiction governing these Terms, as outlined in Section 12 (Governing Law and Dispute Resolution).
11.6 No Waiver of Immunity
Nothing in this section shall be construed as a waiver of any legal immunity or defense available to the Indemnified Parties under applicable law. The Platform Operator reserves the right to assert any and all legal defenses to minimize its liability.12. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the Cayman Islands, without regard to its conflict of laws principles. Any dispute arising from or related to these Terms, including questions regarding their existence, validity, or termination, shall be resolved through arbitration in accordance with the provisions of this section.12.1 Amicable Resolution of Disputes
The parties agree to endeavor to resolve any dispute, controversy, or claim arising out of or in connection with these Terms (a “Dispute”) through good faith negotiations. If the parties are unable to resolve the Dispute amicably within thirty (30) days of one party notifying the other of the Dispute in writing, the matter shall be referred to arbitration in accordance with Section 12.2.12.2 Arbitration Agreement
Any Dispute that cannot be resolved amicably shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Cayman International Mediation and Arbitration Centre Ltd (CIMAC), which are deemed to be incorporated by reference into this section. The arbitration shall be conducted as follows:- Number of Arbitrators: The arbitration shall be conducted by a single arbitrator appointed in accordance with the CIMAC Rules.
- Seat of Arbitration: The seat of arbitration shall be the Cayman Islands.
- Conduct of Proceedings: The arbitration proceedings shall be conducted entirely online via email communications and web conferences, unless the parties agree otherwise in writing.
- Language: The language of the arbitration shall be English.
- Confidentiality: The arbitration proceedings, including all submissions, evidence, and decisions, shall be kept strictly confidential by the parties and the arbitrator.
12.3 Allocation of Costs
The party initiating the arbitration shall bear all costs and fees associated with the arbitration proceedings, including but not limited to:- Arbitrator Fees: The fees and expenses of the arbitrator.
- Administrative Fees: Fees charged by the Cayman International Mediation and Arbitration Centre Ltd.
- Other Costs: Any other costs incurred during the arbitration process.
12.4 Waiver of Class or Collective Actions
To the fullest extent permitted by Applicable laws, Users agree that any dispute must be resolved on an individual basis and not as part of any class, collective, or representative action. Users expressly waive any right to participate in class or collective proceedings, whether in arbitration or otherwise.12.5 No Limitation on Provisional Relief
Nothing in this section shall be construed as limiting the right of either party to seek provisional relief or Interim Measures from a court of competent jurisdiction to preserve the status quo or protect against imminent harm, pending the outcome of the arbitration.12.6 Jurisdiction for Non-Arbitrable Matters
In the event that any claim is not subject to arbitration under applicable law, such claim shall be submitted to the exclusive jurisdiction of the courts of the Cayman Islands.12.7 Survival of Dispute Resolution Provisions
The provisions of this section shall survive the termination of these Terms and shall remain binding on the parties with respect to any dispute arising from or related to the use of the Platform.13. Amendments to the Terms
The Platform Operator reserves the right to amend, modify, update, or replace these Terms at any time to reflect changes in business practices, legal or regulatory requirements, technological advancements, or other relevant factors. Such amendments shall become effective upon publication of the updated Terms through the User Interface or another official communication channel designated by the Platform Operator.13.1 Notification of Amendments
The Platform Operator will notify Users of any material amendments to these Terms by posting a Notice on the User Interface: A notification will be displayed prominently on the Platform.13.2 User Responsibility to Stay Informed
It is the User’s responsibility to regularly review the Terms to stay informed of any amendments. The most current version of the Terms will always be accessible through a link on the User Interface. Users acknowledge that by continuing to access or use the Platform after the publication of amended Terms, they agree to be bound by the updated Terms. If a User does not agree with any amendment, they must:- Immediately discontinue use of the Platform; and
- Cease all interactions with the Platform’s Smart Contracts.
13.3 No Retroactive Amendments
Amendments to these Terms shall not apply retroactively. Any transactions conducted on the Platform prior to the effective date of an amendment will be governed by the version of the Terms in effect at the time the transaction was initiated.13.4 Severability of Amendments
If any amendment to these Terms is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction or through arbitration, the remaining provisions of these Terms shall remain in full force and effect. The Platform Operator will make reasonable efforts to replace any invalid or unenforceable amendment with a valid provision that achieves the intended purpose as closely as possible.14. Miscellaneous
This section outlines additional provisions that govern the relationship between the Platform Operator and Users, ensuring the enforceability and proper interpretation of these Terms.14.1 Entire Agreement
These Terms constitute the entire agreement between the User and the Platform Operator regarding the use of the Platform. They supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written, relating to the subject matter of these Terms. No oral or written statements or representations not expressly included in these Terms shall be binding on either party.14.2 Force Majeure
The Platform Operator shall not be held liable for any delay or failure to perform its obligations under these Terms due to events beyond its reasonable control, including but not limited to: acts of God, natural disasters, government actions, cyberattacks, Ethereum blockchain network failures and technical failures or downtime. During a force majeure event, the Platform Operator’s obligations will be suspended for the duration of the event, and the Platform Operator will make reasonable efforts to resume operations as soon as practicable.14.3 Assignment
The Platform Operator may assign or transfer its rights and obligations under these Terms without the prior consent of the User, including in connection with a merger, acquisition, or sale of assets. Users may not assign or transfer their rights or obligations under these Terms without the prior written consent of the Platform Operator. Any attempted assignment or transfer without such consent shall be void and of no effect.14.5 Notices
All notices or communications required under these Terms must be delivered in writing to the Platform Operator at the contact information provided on the User Interface or through other official communication channels (legal@edel.finance) specified by the Platform Operator. Notices to Users may be delivered via the User Interface, through notifications or updates posted on the Platform. Users are responsible for regularly checking the User Interface for notices from the Platform Operator.14.6 No Waiver
The failure of the Platform Operator to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be explicitly stated in writing and signed by an authorized representative of the Platform Operator. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.14.7 No Partnership or Agency
Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or fiduciary relationship between the User and the Platform Operator. Each party acts as an independent entity, and neither party has the authority to bind or obligate the other in any manner.14.8 Survival of Provisions
The following provisions shall survive the termination of these Terms and the User’s access to the Platform:- Section 7: User Obligations and Responsibilities
- Section 9: Risk Disclosure
- Section 10: Limitation of Liability
- Section 11: Indemnification
- Section 12: Governing Law and Dispute Resolution
- Section 14: Miscellaneous