Terms of Service
Each Eligible User and any other Person accessing the Website or utilising the Services, or attempting to access the Website or utilise the Services (referred to in this section as “you”), is deemed to, and hereby expressly agree, acknowledge, represent, warrant and covenant, as applicable, in favour of the Relevant Parties, on each date you access the Website, the User Interface or the Services, as follows.
Website and Services
The Website provides access to a User Interface. Within the User Interface, Eligible Users can utilise the Services to stake GRID to the sGRID Vault at a staking price quoted on the Website as at the time of staking. Upon an Eligible User staking GRID, the sGRID Vault will deliver sGRID to such Eligible User’s Wallet.
Eligible Users can unstake sGRID by returning it to the relevant smart contract to withdraw GRID at the staking price quoted on the Website at the time of staking. Any withdrawal occurs via the queue-extractable-value mechanism as described on the Website or via such other mechanism as described on the Website from time to time.
The sGRID Vault is a protocol which operates automatically according to the terms of the code and data embedded in it. DayFi provides access to the sGRID Vault through the Website and the User Interface, is not responsible or liable for, and expressly disclaims any responsibility and liability for, the performance of the sGRID Vault or any sGRID created using it.
DayFi solely provides you with access to the tools and infrastructure necessary for staking GRID in return for the receipt of sGRID, without assuming responsibility for the performance, management, success or any other aspect of the sGRID created. sGRID created using the sGRID Vault are subject to blockchain network protocols and smart contract functionalities, and DayFi does not control or guarantee the performance of any sGRID once deployed.
DayFi is not the creator or issuer of any sGRID, and does not have any obligations to you or any other person under the terms of any sGRID.
The availability of unstaking and withdrawal is dependent upon amounts being transmitted to the sGRID Vault pursuant to Deed Polls executed by Third-Party Issuers, as described on the Website. Third-Party Issuers are, in turn, dependent on the receipt of payments due to them under their power purchase agreements with their customers. DayFi has no control over, and is not responsible for (a) any such Third-Party Issuers or their compliance with any Deed Poll or the transmission (or non-transmission) of amounts to the sGRID Vault (including, without limitation, non-transmission as a result of such Third-Party Issuer’s default, insolvency, misconduct, fraud or otherwise), or (b) any customer of a Third-Party Issuer or such customers’ payments to the relevant Third-Party Issuer . A Third-Party Issuer will only transmit to the sGRID net revenues received by such Third-Party Issuer from power purchase agreements with its customers, and such net revenues may be zero.
Points program
[TKN] points are issued and tracked within the Services. [TKN] points are made available to further test and develop the functionality of the DayFi network. [TKN] points are intended for testing purposes and tracking contributions to the DayFi network and other activities related to the project. [TKN] points have no monetary significance, do not represent any form of currency or tangible assets, and cannot be sold, traded, or exchanged for any currency or financial benefit. Specific functionality and utility of [TKN] points within the Testnet may be modified, expanded or limited during the Testnet and may or may not be indicative of future functionality and utility of the Services. Participation in the [TKN] points program does not entitle users to any future rewards, tokens, or incentives beyond what is explicitly stated on the Website. Any references to potential future uses are purely illustrative and subject to change at our discretion. Users should be cautious of scams or third parties falsely claiming to offer [TKN] points. Official information about [TKN] points are available through DayFi’s official channels, including the Website and social media sites.
By participating in the [TKN] points program, you acknowledge and agree that DayFi is not responsible for any unauthorized use, fraud, or misrepresentation related to [TKN] points. Should the Testnet be discontinued or terminated (which may be done by DayFi at any time and in its sole discretion), you agree and acknowledge that any [TKN] points you have accumulated may be removed and/or erased. Your access to the Testnet and the Services may be terminated and any [TKN] points you have accrued may be removed and/or erased upon DayFi’s determination, in itssole discretion, that you are attempting to transfer or sell [TKN] points or if you are using [TKN] points other than in compliance with this Agreement.
Limited Right to Access Website
Subject to the more detailed provisions set out herein, each Eligible User may be granted a limited right to access the Website. Such right is restricted, non-transferable, non-sublicensable, non-exclusive, revocable at will and without notice, represents a limited licence, and is subject in all respects to the limitations and obligations in these Terms. Nothing in these Terms gives any Person a licence (other than the limited licence set out herein) or any right, title or ownership in or to the Website, any of the Services or any intellectual property. DayFi may suspend or terminate the provision of Services to you, as required by law or regulatory direction, or where DayFi (in its absolute discretion) determines that you have violated, breached or acted inconsistently with any of these Terms, or have otherwise become an Ineligible User.
Every Ineligible User is strictly prohibited from directly or indirectly accessing the Website, utilising the Services, staking GRID, holding or unstaking and withdrawing any sGRID, or otherwise transacting on or using any Services, the User Interface, the sGRID Vault or the Website. No transaction hereunder (whether in whole or in part) may be for the economic or other benefit of an Ineligible User.
Persons may be prohibited, in the discretion of DayFi, from directly or indirectly holding, owning or operating an account or otherwise transacting on or using any sGRID, the Services or the Website where DayFi determines or suspects that a User is making a deposit, withdrawal or transfer of Fiat Currency or Digital Asset to, from, on behalf of, or through any U.S. financial institution or other U.S. Person to facilitate the provision of the Services.
DayFi and each of the Relevant Parties are under no obligation to support any particular blockchain or protocol, sGRID, Digital Asset, any forked version of any particular blockchain or protocol, or any other virtual asset resulting from a fork of a blockchain. Where a blockchain or protocol on which any virtual assets are issued is forked, DayFi retains the right to suspend access to the Website or the Services on a temporary basis or for an extended period of time without notice. DayFi retains the right (in its absolute discretion) to support a particular Digital Asset fork of a blockchain or protocol, or to cease support for all versions of a particular blockchain or protocol. DayFi may cease support for a particular blockchain or protocol, upon which each User shall take any and all actions necessary to effectuate the migration to a supported blockchain or protocol identified by DayFi. The Relevant Parties and DayFi assume no liability or responsibility whatsoever arising out of or relating to the failure of any Person to effectuate such migration to another blockchain or protocol identified by DayFi.
DayFi reserves the right, in certain circumstances, to appoint or work with third parties to facilitate the provision of the Services or the Website. DayFi does not guarantee that any third parties so appointed, or that DayFi may work with, are able to or will perform the functions such parties are intended to do. DayFi and each other Relevant Party consequently disclaim responsibility for the functionality of all third-party systems that may be necessary to facilitate the Services or the Website.
Certain aspects of the Services, the sGRID Vault, the Website and the User Interface depend upon the operation of smart contracts deployed on various underlying blockchain networks (which may or may not be third-party hosted). You acknowledge and agree that the operation of such smart contracts is irreversible, that you have carefully reviewed and understood the contents of each smart contract and associated materials in all respects, accept the risk of use, and agree to be bound by the outcome of the operation of the smart contracts on the relevant underlying blockchain without recourse to DayFi or any Relevant Party.
Fees
Utilisation of the Services and access to the Website and User Interface are subject to certain fees, costs and expenses collected by operation of the sGRID Vault.
Such fees are detailed in the commercial terms set forth on the Website and User Interface; however, you agree and acknowledge that such fees, costs and expenses are subject to change without notice and you are deemed to have read and agreed to the same by accessing the Website or utilising the Services.
Risks of Utilising the Services
Utilisation of the Services, access to the Website, staking GRID, and holding or unstaking and withdrawal of sGRID, represents significant economic risk. Markets for sGRID are inherently volatile and may move rapidly in terms of price, liquidity, market depth and trading dynamics. The information (if any) presented on or through the Website and the User Interface from time to time is made available solely for general information purposes, and neither DayFi nor any other Relevant Party makes any representation, express or implied, or warrants the accuracy, completeness or usefulness of any information provided thereon. You are solely responsible and liable for any and all activity on the Website and for knowing the correct terms of any sGRID or the sGRID Vault, even if presented incorrectly by the Website or the User Interface at any time. You acknowledge that you are, and you agree to be, solely responsible in all respects and liable for: (a) all acts whilst using the Website and the User Interface in respect of the Services; (b) all Losses sustained from your use of the Website and any of the Services; and (c) safeguarding access to, and any information provided through, the Website and any of the Services, including your Wallet, keys, usernames, passwords, account details and bank account details.
You acknowledge and agree that you have read and understood any risks relating to the Website and utilising the Services, published by DayFi and each of the other Relevant Parties (including the Risk Factors set out at Annex 1 herein) from time to time.
There is no guarantee against Losses from the use of the Services or the User Interface. No sGRID represent or are legal tender and are not backed by any government. No sGRID are subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections, or any analogous protections in any jurisdiction.
Information
DayFi is under no obligation to provide any Person with any information or other communications concerning the Services, the Website, the User Interface or the sGRID, or any extracts therefrom which DayFi has separately received. No such information is independently verified, stored or collected by or on behalf of DayFi. Nothing distributed to, or received by, DayFi or any other Relevant Party or any of their respective advisers or agents shall relieve any party of its responsibilities to adhere to and comply at all times with the Terms or other contractual relationships.
DayFi and each of the other Relevant Parties may be required to share your user information (or the user information of any transferee of your sGRID) with other contractual third parties, including financial institutions, or as required under Applicable Law or upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for any of the Relevant Parties to share such information with contractual third parties, or as required under Applicable Laws or upon demand by lawful request by any Government, and hereby release each of the other Relevant Parties from any liability, error, mistake or negligence related thereto.
You accept all consequences of staking GRID and holding, unstaking and withdrawal of sGRID, or otherwise utilising the Services, the Website, or accessing the User Interface. Transactions are not reversible or cancellable in whole or in part. Once a request to stake GRID or to unstake and withdraw sGRID is submitted, whether intentionally or by a fraudulent or accidental transaction, you accept the risk that you may lose access to, and any claim on, such sGRID or any Digital Assets deployed to the sGRID Vault. You acknowledge that each of the other Relevant Parties may delay or suspend withdrawal of sGRID or Digital Assets under various circumstances, including, without limitation, in the event that (a) DayFi determines that you have engaged in a Prohibited Use or are an Ineligible User; (b) any Relevant Party is directed to do so by any Government; (c) your Wallet or other account or wallet is subject to pending litigation, investigation or Government proceedings, or DayFi suspects such activity; or (d) DayFi believes that someone is attempting to gain unauthorised access to your Wallet or other account or wallet, or DayFi suspects such activity.
If DayFi determines or suspects that you have engaged in any Prohibited Use, it may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion, including without limitation: (a) reporting you to any Government, law enforcement or other authorities, without providing any notice to you about any such report; (b) confiscation of any funds, property, proceeds or Digital Assets in any Wallet; (c) freezing any funds, property, proceeds or Digital Assets in any escrow account pending report to, licence from, or potential confiscation by, a Government authority; (d) cause or instruct the relevant smart contract to restrict, reverse or block transfers of any Digital Assets (and withholding all of such proceeds in the absolute discretion of DayFi); (e) refusing to make any withdrawal or distribution payment; (f) mechanically or automatically locking any Digital Assets in your Wallet from being transferred; (g) suspending or terminating your access to any Services, funds, property or Digital Assets from any Wallet; (h) black-listing the selling address and any associated accounts; and (i) taking any other action as may be reasonably necessary or advisable to comply with Applicable Law or cooperate with Government authorities. Any Relevant Party may, at its sole and absolute discretion, seize and deliver your property to any applicable Government, law enforcement or other authorities where circumstances warrant or in accordance with Applicable Law. Any Losses occurring to you as a result of any such actions shall be borne solely by you. You expressly covenant and agree to fully indemnify each of the Relevant Parties and their respective advisers (including as to legal fees) on an after-tax basis for any and all Losses resulting from any Prohibited Use by you.
No Warranty, Express or Implied
Neither DayFi nor any other Relevant Party represents the accuracy, adequacy, timeliness or completeness, or fitness for any particular purpose, of any sGRID, or any information provided on the Website or in respect of the Services. Each User is expected to rely on its own enquiries when using the Services. You agree and acknowledge that the Services are provided on an “as is” basis.
NO RELEVANT PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS RELATED TO THE SERVICES, SGRID OR ANY INFORMATION CONTAINED ON THE WEBSITE, AND NO RELEVANT PARTY SHALL BE LIABLE FOR ANY LOSS RESULTING DIRECTLY OR INDIRECTLY FROM INTERRUPTIONS, DELAYS OR DEFECTS ARISING FROM OR RELATED TO THE SERVICES AND/OR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES HOWSOEVER ARISING.
No person is authorised to give any information or to make any representation in connection with the Website or the Services other than those contained in, or consistent with, these Terms and, if given or made, such information or representation must not be relied upon as having been authorised by DayFi or any other Relevant Party or any of their respective Affiliates or advisers.
The information contained on the Website and in respect of the Services was obtained in part from each token issuer or from other sources identified herein, but no assurance can be given by DayFi as to the accuracy or completeness of such third-party information. DayFi has not separately verified any such third-party information. No Relevant Party has verified the information contained herein except where that party has provided such information. Accordingly, no Relevant Party makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in respect of the Website, the Services.
No Offering, No Registration
No action is being taken or is contemplated by DayFi or any Relevant Party that would permit a public offering of any Digital Assets or access to, or distribution of, the Services or the Website, or any other offering material relating to any Digital Assets, in any jurisdiction where, or in any other circumstances in which, action for those purposes is required. Use of the Services may also be restricted by law in certain jurisdictions. Consequently, nothing contained on the Website or in respect of the Services will constitute (a) an offer to sell or a solicitation of an offer to buy any Digital Assets, or (b) a solicitation to enter into a transaction in any jurisdiction in which it is unlawful for such Person to enter into such transaction. You are required to inform yourself about, and to observe, any such restrictions.
The sGRID are not required to be, have not been and will not be registered or qualified under the securities laws of any jurisdiction, and no other Government Approval shall be obtained or sought in respect thereof. sGRID may not be sold, nor may offers to buy be accepted, before the applicable communication is delivered in final form. The Website also does not constitute an offer to any Person or to the public generally to subscribe for or otherwise acquire the sGRID described therein.
General Representations
Notwithstanding anything herein to the contrary, you represent, warrant, agree and acknowledge that (a) you have reviewed these Terms in full; (b) you have had an opportunity to request any additional information that you need in respect of the Services; (c) you have consulted with your own financial, investment, legal and tax advisers in respect of the Services as you have deemed necessary and that your use of the Services is within your powers and authority, is permissible under Applicable Laws governing such use, has been duly authorised by you and complies with applicable securities laws and other laws; (d) neither DayFi nor any other Relevant Party nor their agents, nominees or advisers are responsible for, or are making any representation to you or any other Person concerning: (A) the future performance of any sGRID; (B) the accuracy or completeness of any information set out in the Website or in respect of the Services; (C) the value or validity of any sGRID; and (e) you have not relied on any Relevant Party or their agents, nominees or advisers, assigns or any of their respective Affiliates in connection with the accuracy of such information or your decision to use, access, or interact with the Services or sGRID.
None of DayFi nor any Relevant Party or their agents, nominees or advisers are providing you with any investment, structuring, trading, legal, business, tax or other advice. You should consult with your own advisers as needed to assist you in making any decision regarding your use of the Services and to advise you as to whether you are legally permitted to access the Website or utilise the Services.
You must comply with all Applicable Laws that apply to you in any place where you access or use the Services, or possess any sGRID. You must also obtain any consents or approvals that you need in order to trade any sGRID. None of DayFi or any other Relevant Party are responsible for your compliance with these legal requirements.
Repeating Representations, Warranties and Covenants of each User
You represent, warrant and covenant, as applicable, to the Relevant Parties on each day that you continue to hold a Wallet, access the Website, utilise the Services, access the User Interface, engage in any sGRID Vault or hold any sGRID, as follows:
that you are an Eligible User;
that you are not a Sanctioned Person;
that you are the greater of at least 18 years of age and the age of majority in your jurisdiction, and that you have the capacity to contract under all Applicable Laws;
that, if you are registering to use or using the Website or the Services on behalf of a legal entity, (i) such legal entity is duly registered, incorporated, organised, validly existing and in good standing under the Applicable Laws of the jurisdiction of its organisation; (ii) you, and any individuals utilising the Services on behalf of the legal entity, are duly authorised by such legal entity to act on its behalf, and such entity has taken all necessary action to authorise its entry into such transactions; (iii) entry into the Terms constitutes the legal, valid and binding obligations of such entity and does not conflict with any Applicable Law or regulation applicable to such entity or the constitutional or establishment documents applicable to such entity or any agreement or instrument binding upon it (however described); (iv) it and each of its subsidiaries has the power to own its assets and carry on its business as it is being conducted; (v) all authorisations and requirements to enable it to lawfully enter into the Terms and exercise its rights thereunder have been obtained or effected and are in full force and effect; (vi) the choice of governing law and arbitration will be recognised and enforced in its applicable jurisdiction and any judgment obtained in relation to the Terms will be recognised and enforced; (vii) no corporate action, legal proceeding or other formal procedure or step in relation to a creditors’ process or solvency has been taken or threatened in relation to such entity or its Subsidiaries or Affiliates; (viii) under the Applicable Laws of its jurisdiction of incorporation it is not necessary that the Terms be filed, recorded or enrolled with any court or other authority in such jurisdiction or that any stamp duty, registration, notarial or other similar taxes or fees be paid; (ix) all factual information provided in the User Interface, Wallet, Website, sGRID Vault and in respect of the Services was true and accurate in all respects and no event or circumstance has arisen and no information has been omitted or withheld that results in any misstatement; (x) each such legal entity has conducted its business and affairs in compliance with all anti-corruption, anti-money-laundering and compliance laws applicable to it; and (xi) such entity has good legal title to, and authorisation to use, the assets necessary to carry on its business and enter into the Terms;
you are not (i) a Politically Exposed Person; (ii) a family member, including sibling, parent, spouse or child of a Politically Exposed Person; or (iii) a close associate, including any natural person who is known to hold the ownership or control of a legal instrument or person jointly with a Politically Exposed Person, or who maintains some other kind of close business or personal relationship with a Politically Exposed Person, or who holds the ownership or control of a legal instrument or person which is known to have been established to the benefit of a Politically Exposed Person;
that you (i) fully and completely understand all of the risks associated with using the Website and Services; (ii) are not prohibited or restricted from using the Website or the Services by any part of these Terms in any respect, and that you are not otherwise prohibited by Applicable Laws from using the Website or the Services; and (iii) have had the opportunity to seek investment, structuring, trading, legal, accounting, taxation, investment, financial and other professional advice regarding these Terms and the Services, on the understanding that no Relevant Party is providing any such advice nor acting as any such adviser to you;
that you have read and understood relevant terms in respect of any GRID you may be staking, or any sGRID you may be unstaking or withdrawing, and are in compliance with the terms and conditions set forth therein;
that you will not use the Website or any Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further any breach of applicable anti-money-laundering laws or counter-terrorist-financing laws, or to deal in any unlawful Digital Assets, property, funds or proceeds;
that you will not transact on the Website or use any Services with anything other than funds or Digital Assets that (i) have been legally obtained by you; (ii) belong to you; (iii) were not directly or indirectly derived from activities that may contravene Applicable Law; and (iv) are free and clear of all liens, claims and encumbrances;
that you are currently in compliance with, and must, at your own cost and expense, comply with, all Applicable Laws that relate to or affect the accessing of the Website and the utilisation of the Services conducted under these Terms, including anti-money-laundering laws, counter-terrorist-financing laws, anti-corruption laws or economic sanctions laws wheresoever located, tax information exchange laws or other tax laws;
that you consent to any and all tax and information reporting under anti-money-laundering laws, counter-terrorist-financing laws, anti-corruption laws or economic sanctions laws wheresoever located, tax information exchange laws or other tax laws as the Relevant Parties may determine;
that neither you nor any of your Affiliates shall use any Digital Assets, property, proceeds or funds subject to the Services of the Website directly or indirectly: (i) on behalf of or for the benefit of a Restricted Person or any person subject to the jurisdiction of a Prohibited Jurisdiction; (ii) in violation of or as prohibited, restricted or penalised under applicable economic sanctions laws; or (iii) in any way that would violate, be inconsistent with, be penalised under, or cause the omission of filing of any report required under applicable anti-money-laundering laws, counter-terrorist-financing laws, anti-corruption laws or economic sanctions laws wheresoever located;
that you have not (i) violated; (ii) been fined, debarred, sanctioned, the subject of economic-sanctions-related restrictions, or otherwise penalised under; (iii) received any oral or written notice from any Government concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties or enforcement action or investigation under, any Applicable Laws, including all anti-money-laundering laws, counter-terrorist-financing laws, anti-corruption laws or economic sanctions laws wheresoever located;
that neither you nor any of your Affiliates are: (i) itself or owned (beneficially or of record) or controlled by a Restricted Person; (ii) involved in any transaction, transfer or conduct, whether or not by using or receiving the Services from any Wallet that is likely to result in you or your Affiliates or your, or your Affiliate’s, shareholders, directors, officers, employees, agents or partners becoming a Restricted Person; (iii) residing or domiciled in, or transferring Digital Assets, Fiat Currency, funds or property to, from, or through any Wallet or engaging in any transaction on the Website from a Restricted Jurisdiction; (iv) a government or government official of a Restricted Jurisdiction; or (v) otherwise a Restricted Person;
that neither you nor any of your Affiliates or your, or your Affiliate’s, shareholders, directors, officers, employees, agents or partners has directly or indirectly offered, promised, given or authorised any payment, or offered, promised, given or authorised the giving of anything else of value, including any Digital Asset or Fiat Currency, to a government official or individual employed by another entity in the private sector in violation of any applicable anti-corruption laws;
that you shall not falsify any Website or Services registration or administration details provided to a Relevant Party;
that you shall not falsify or materially omit any information or provide misleading or inaccurate information requested by a Relevant Party in the course of, directly or indirectly relating to, or arising from, your activities on the Website or use of any Services, including at registration or during administration or other due diligence processes, and that if any information provided to a Relevant Party becomes incorrect or outdated, including information relating to your ownership, you will promptly provide corrected information to such Relevant Party;
that you shall employ reasonable anti-virus, anti-malware and other software and techniques to protect you and your Wallet from being the victim of a hack or of other malicious actions, so as to protect the integrity of your Wallet and to keep such Wallet, and the access to the Website from your account, out of the reach of other persons;
that you shall not introduce or transmit any virus into the Website or the Relevant Parties’ and their Affiliates’ computer systems;
that you are not utilising a virtual private network, proxy service or any other third-party service, network or product with the effect of disguising your IP address or location;
that you acknowledge and agree that Digital Assets or other property reflected in your Wallet are not segregated assets held in your name or for your benefit;
that you acknowledge and agree that any instructions received or undertaken through your login credentials or from your authorised e-mail address on file with the Relevant Parties are deemed to be valid, binding and conclusive regardless of whether there is any error resulting from an instruction made by you or on your behalf, any error resulting, directly or indirectly, from fraud or the duplication of any instruction made by you or on your behalf or the malfunction of any device or compromise of credentials used by you to deliver instructions, and that the Relevant Parties may act upon those instructions without any liability or responsibility attaching to it; and
that you will accurately and promptly inform the Relevant Parties if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct, becomes incorrect or misleading in light of the other terms of these Terms.
The foregoing representations and warranties are made by you, but your representations and warranties are applied additionally to any person controlling or controlled by you, having a beneficial interest in you, or any person you are acting as agent or nominee for in connection with the use of the Services.
No Wire Fraud; Prohibition against Manipulation
You intend to, and shall, at all times, access and utilise the Website, the User Interface and the Services in good faith and with no intent now or in the future to engage in any conduct which could be viewed as, construed as, imputed to be, or is in fact, fraudulent and/or wire fraud and/or a deceptive scheme and/or manipulation of the sGRID Vault, the Services, the Website, the User Interface, any sGRID, and/or any ancillary matters related thereto, in each case.
In the event that DayFi suspects or believes that you have, are or could engage in any such behaviour, your Wallet may be immediately suspended without notice on a temporary or permanent basis and DayFi in such circumstances may retain, withhold or freeze any accounts including any proceeds, sGRID, credit and/or amounts in respect thereof without notice and may retain and apply such proceeds, sGRID, credit and/or amounts as it sees fit in order to attempt to cure such behaviour and/or stabilise DayFi.
Excluded Persons
At this time, DayFi does not permit (a) U.S. Persons or (b) Restricted Persons to access the Website or utilise the Services. There is no requirement for you to be a Sanctioned Person or subject to any ongoing proceedings or other compliance-related matters in order to satisfy the definition of a Restricted Person. By accessing the Website or utilising the Services you represent, warrant and agree that you are not, at the time, a Restricted Person and covenant that you shall immediately upon becoming a Restricted Person suspend your usage of the Website and the Services and notify DayFi.
THE SGRID AND THE SERVICES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (“EEA”). FOR THESE PURPOSES, A “RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF: (a) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF EU MIFID II; OR (b) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (THE EU INSURANCE MEDIATION DIRECTIVE), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF EU MIFID II. CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE EU PRIIPS REGULATION) FOR OFFERING OR SELLING SGRID OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING SGRID OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE EU PRIIPS REGULATION.
Restricted Persons
THE SERVICES WERE NOT DEVELOPED FOR AND ARE NOT OFFERED TO PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN OR HAVE A REGISTERED OFFICE OR ANY PLACE OF BUSINESS IN ANY RESTRICTED JURISDICTION OR COUNTRY SUBJECT TO ANY SANCTIONS OR RESTRICTIONS PURSUANT TO ANY APPLICABLE LAW AND, BY ACCESSING THE WEBSITE OR UTILISING THE SERVICES, YOU REPRESENT, WARRANT AND COVENANT THAT YOU (a) ARE NOT LOCATED IN, RESIDENT IN OR A NATIONAL OR CITIZEN OF ANY SUCH RESTRICTED JURISDICTION OR COUNTRY (INCLUDING, WITHOUT LIMITATION, ANY JURISDICTIONS IN WHICH THE TRANSACTING OF CRYPTOCURRENCIES IS PROHIBITED OR RESTRICTED IN ANY FORM OR MANNER); OR (b) ARE NOT A RESTRICTED PERSON. IF YOU ARE A RESTRICTED PERSON OR LOCATED IN A RESTRICTED JURISDICTION DO NOT USE OR ATTEMPT TO USE THE SERVICES AND/OR ACCESS THE WEBSITE EITHER DIRECTLY OR INDIRECTLY, AND THE USE OF ANY TECHNOLOGY OR MECHANISM, INCLUDING A VIRTUAL PRIVATE NETWORK, TO CIRCUMVENT OR ATTEMPT TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS STRICTLY PROHIBITED AND DayFi RETAINS THE RIGHT TO SUSPEND WITHOUT NOTICE, ON A TEMPORARY OR PERMANENT BASIS, ANY USER AND/OR ACCOUNT, INCLUDING ANY AMOUNTS OR SGRID STANDING TO THE CREDIT THEREOF, IF IT DOES OR HAS REASON TO BELIEVE OR SUSPECT THAT SUCH RESTRICTIONS HAVE BEEN OR COULD BE BREACHED.
You understand and agree that DayFi upholds the highest standards and best practice with respect to its compliance obligations and DayFi may be required to, or may voluntarily elect to, provide any law enforcement or regulator or government agency or sanctions agency with any and all information about you, DayFi, the sGRID and your Wallet without notice or reason given to you.
By using the Services, you warrant and represent that (a) you are not a Restricted Person; and (b) you (including, if applicable, any of your direct or indirect owners, shareholders, subsidiary undertakings, representatives, officers, employees, or any other person with access to your account) will not coordinate, conduct or control (including by, in substance or effect, making decisions with respect to) your use of the Services from within any Restricted Jurisdiction.
You acknowledge, understand and agree that you are not permitted to, and covenant and undertake not to, modify, disassemble, decompile, adapt, alter, translate, reverse engineer or create derivative works of the Services to make them available to any restricted persons or in any Restricted Jurisdiction.
Source of Funds
You represent and warrant that: (a) your funds are not derived from or in any way connected to any illegal, unauthorised or restricted sources (including in respect of any Restricted Jurisdictions or Restricted Persons whether directly or indirectly); (b) you have the right to engage in all transactions and all activities that you participate in on or through the Services; and (c) you are not a Restricted Person or connected to one in any way, and you are not located in a Restricted Jurisdiction.
Access to the Services; Changes to Terms and Services
You acknowledge that we make no warranty, express or implied, as to the provision or continuance or availability of the Services or the Website from time to time or at any time.
The Terms and the Services are subject to modification, withdrawal and/or revision from time to time in the sole discretion of DayFi without notice. All changes are effective immediately when posted to the Website and apply to all access to and use of the Website and the Services thereafter.
Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to read this page each time you access the Services so you are aware of any changes, as they are binding on you. We may update the content on the Website from time to time at our discretion. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material. DayFi is not liable for any losses resulting from any changes to the Terms, the Services or the services available thereon.
The Website, the User Interface, the sGRID Vault and/or the Services may be modified or withdrawn, and any service or material we provide on or in connection with the Services, in our sole discretion and without notice. We will not be liable if for any reason all or any part of the Website, the User Interface, the sGRID Vault and/or the Services are unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Website, the User Interface, the sGRID Vault and/or the Services, to users, including registered users, in our discretion. We will not be liable to you for any losses or damages you may suffer as a result of, or in connection with, the Website, the User Interface, the sGRID Vault and/or the Services or any part of them being inaccessible to you at any time or for any reason.
Security
It is your responsibility to protect (a) the security of your account credentials and Wallet and keys, which must not be shared with anyone for any reason; and (b) the confidentiality of your personal data regarding the Website and the Services. DayFi is under no obligation to, and will not, attempt to verify instructions received from a registered account or user unless notified in advance pursuant to your obligations hereunder. By using the Services or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms and the Privacy Notice, incorporated herein by reference.
You are solely responsible for making all arrangements that are or may be necessary for you to have access to the Services and ensuring that any persons who access the Services through your internet connection are aware of these Terms and comply with them. It is a condition of your use of the Services that all the information you provide on the Services is correct, current and complete. If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your username, password or other security information.
You agree to notify us immediately of any unauthorised access to or use of your username or password, or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public, shared or unsecured computer or network so that others are not able to view or record your password or other personal information.
We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. You understand and acknowledge that your content may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
You shall not, and shall not permit any other person or entity to, access or use the Services or the Website and you will not, directly or indirectly: (a) copy, modify or create derivative works or improvements of the Services, Website or any deliverables; (b) make the Website or Services available (e.g., sublicense, distribute or transfer) to any other person or entity, including through any time-sharing, service bureau or software-as-a-service arrangement; (c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or any software comprised in the Website, documentation or data related to the Services; (d) input, upload, transmit or otherwise provide to or through the Website or Services any information or materials that are unlawful or injurious, or contain, transmit or activate any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to permit unauthorised access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby; (e) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Website or Services or our ability to provide services to any third party; (f) access or use the Website or Services in any way that infringes, misappropriates or otherwise violates any intellectual property right, privacy right or other right of any third party, or that violates any Applicable Law or regulation; or (g) access or use the Website, the Services or deliverables for purposes of benchmarking or competitive analysis, developing, producing, marketing, distributing, licensing or selling any product or service that may compete with the Services or Website, or disclosing to any Person (including, without limitation, to any competitors), for any purpose, otherwise non-public information about the Services or the Website.
You acknowledge that the Services and the Website may be unavailable due to any scheduled downtime or exceptions from time to time, including any downtime or failure of the Services or the Website due, in whole or in part, to any (a) access or use of the Software not in accordance with this Agreement or the Documentation; (b) internet connectivity issues; (c) a Force Majeure Event; (d) failure, interruption, outage or other problem with any software, hardware, system, network or other technology infrastructure; or (e) suspension of your access to the Services or the Website.
Beta Access
Any section of the Website or any software or Services that are made available to you on a “pre-release”, “beta” or “trial” basis are solely for purposes of testing and evaluation by you. Such Software and related Services may be provided through non-production environments.
You agree and acknowledge that there may be errors, design flaws, inaccuracies or other problems in such Website, software or Services that will need to be corrected, for which the error-correction process may take longer than normal.
You agree that the existence of such errors in such Website, software or Services shall not be considered a breach or default of the Terms. Should we conclude that correcting a particular error or related set of errors is not feasible within commercially reasonable standards, then we may terminate your access to the Website and the Services immediately.
Wallet
You may be required to register a Wallet to utilise the Services. You acknowledge and agree that this Wallet is non-custodial and will not be controlled by DayFi, and that you will interface directly with third-party digital wallet infrastructure, where you will obtain and control your seed phrase and digital keys to access your Wallet yourself. You must use your keys to initiate any transaction, and DayFi does not protect or secure your keys on your behalf. You acknowledge and accept any and all risk in doing so. You are solely responsible for the back-up and protection of the keys or seed phrase from loss or discovery, as DayFi does not see your keys and has no control over them. DayFi will not provide any assistance with respect to the recovery of the keys, if lost.
When you use the Services, you acknowledge and agree that you are in fact interacting with technology which is offered by third parties, and not controlled by any Relevant Party. You hereby release us and hold us harmless from and against any losses or liabilities you incur as a result of your use of such third-party technologies.
You acknowledge and agree that we do not hold or have custody over, or have any responsibility for or control over, your Wallet or associated keys. You hereby hold us harmless and indemnify us against any claims or losses arising in connection with your Wallet or keys.
Prohibited Uses
Only Eligible Users may use the Website or the Services, only for lawful purposes in each case and in accordance with these Materials.
You covenant in favour of each of the Relevant Parties that (a) you are an Eligible User; and (b) not to engage in any Prohibited Use.
Negative Covenants
You agree in favour of DayFi that you shall not: (a) use or attempt to use or intend to use the Website, the Services or the sGRID for any illegal activity including, without limitation, any activity contrary to the securities laws and regulations of any jurisdiction, anything designed to manipulate the market or create artificial volatility of any sGRID, or engage in action constituting, or that could be implied to constitute, any of the foregoing; (b) manipulate valuations, sGRID prices, ratings or reviews via any means including, without limitation, by implementation of a bot, script or any other automated process and/or equivalent manual process, or by offering to or in fact providing or accepting any kind of payment, compensation and/or incentive; (c) lose, destroy or otherwise alter any content of the Website or in respect of the Services once downloaded; (d) attempt to, or in fact, tamper with, bypass or circumvent any security system, password or technology associated with the Website or the Services from time to time; (e) access the Website or the Services in an unreasonable manner or on an unreasonable number of occasions; (f) access the Website or utilise any part of the Services or any services or materials available through the Services for the benefit of third parties.
Legal Action
You expressly acknowledge and agree that each of the Relevant Parties may, and may be required to: (a) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or rights to privacy under Applicable Law; (b) take any and all legal action, including, without limitation, referral to law-enforcement agencies, regulators or other supervisory bodies, for any illegal, unlawful or unauthorised use of the Services; (c) refuse access to the Services, lock Digital Assets, any fees, Wallets and make the same inaccessible on a temporary or permanent basis, blacklist you, your Wallet and your associated accounts from using the Services, if we determine, at our sole discretion, that there is a risk of fraudulent activity (including, without limitation, any other deceptive practice we believe or suspect you are or have been engaged in); (d) close your account, remove your access to the Services, disable your Wallet, delist any Digital Asset you created or acquired using the Services, if we detect deceptive practices such as wash trading or market manipulation; (e) terminate your access to and use of the Services in whole or in part, in our discretion, if we believe or suspect that you have breached or are breaching these Terms in any way and/or terminate your access to and use of the Services at any time, for any reason or for no reason, at our sole discretion and without notice of any kind, without incurring liability of any kind to you as a result of such suspension or termination.
Without limiting the foregoing, we have the right to fully cooperate with any law-enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services.
You can flag or report to DayFi any action or User behaviour which you believe to be problematic, fraudulent, or in violation of these Terms. DayFi is not obliged (subject to Applicable Law) to review or verify your reports regarding such User action; DayFi reserves the right to do so and to take appropriate action, including flagging, blocking access to, or closing, accounts, in its absolute discretion.
No Advice
You understand that we do not act as your financial adviser, investment manager, arranger, introducer, or commodity or other trading adviser, nor do we give you any investment advice of any kind with respect to any assets or any trading thereof. It is your responsibility and you are solely responsible for your decisions in using the Services. DayFi has no responsibility to ensure you understand Digital Assets, how trading such assets works, or the risks in doing so, all of which you solely assume. For the avoidance of doubt, the User Interface is a graphical access tool to autonomous smart contracts and does not act as a broker, dealer, arranger, introducer or distributor of any token or transaction.
We may suspend or cancel your access to the Website and the Services for any reason, including if we believe you have engaged in or are about to engage in any kind of fraud or other illegal, unlawful or tortious activity, if required pursuant to Applicable Laws, or if you violate these Terms.
We may provide you with notice of suspension, but do not undertake to do so. We may change the functionality of the Website at any time, which means some networks may no longer be supported after a time. You acknowledge that this is the case and accept this risk. We do not perform any activities to vet users prior to allowing them to access to the Website or the Services. You acknowledge that this is a risk you accept when you interact with the Services.
You agree and understand that all decisions you make on the User Interface and in using the Services are made solely by you. You agree and understand that under no circumstances will the operation of the Services and your use of them be deemed to create a relationship with DayFi of any nature. No content found on the Website, whomsoever created by, is or should be considered as investment advice. You agree and understand that we accept no responsibility whatsoever for, and shall in no circumstances be liable to any person in connection with, your decisions or your use of the Services.
Taxes
You are solely responsible for any tax liability that may arise from your use of the Services, including acquiring, minting, holding, transferring or withdrawing Digital Assets or otherwise interacting with the Protocol.
DayFi does not provide tax advice or act as a tax agent and assumes no responsibility for collecting, withholding, reporting or remitting any taxes on your behalf. You must seek your own independent tax advice regarding all such matters.
Information About You
By using the Services and accessing the Website, you consent to all actions taken by DayFi and each Relevant Party with respect to your information in compliance with the Privacy Notice.
Any and all information about you and each other User shall be stored and controlled in a manner consistent with the data-handling and privacy restrictions required by Applicable Law.
Disclaimer of Warranties
You understand and agree that DayFi does not guarantee, warrant or represent, either express or implied, that the Website, files available for downloading from the internet, the sGRID Vault or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Services for any reconstruction of any lost data. DayFi is not liable for any loss or damage caused by a distributed denial-of-service attack, conduct of third parties or users (including threat actors), viruses, or other technologically harmful material that may infect computer equipment, computer programmes, data or other proprietary material due to any use of the Services or access of the Website or holding of the sGRID or items obtained through the Services, downloading any Materials, or on any website linked thereto.
Your use of the Services, their content, and any services or items obtained through the Services is at your own risk. The Services, their content, and any services or items obtained through the Services are provided on an “as is” and “as available” basis, without any warranties or representations of any kind, either express or implied. Neither DayFi nor any Relevant Party nor any person associated with DayFi makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy or availability of the Services. Without limiting the foregoing, neither DayFi nor anyone associated with DayFi warrants or represents that the Services, their content, or any services or items obtained through the Services will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that the Services or the server that makes them available are free of viruses or other harmful components, or that the Services or any services or items obtained through the Services will otherwise meet your needs or expectations. Neither DayFi nor the Relevant Parties have any responsibility or liability to any Person for any Losses that are incurred as a result of transactions that you may engage in connection with the Services for any reason whatsoever, including, without limitation, Losses arising from software defects, malfunctions, or a lack of access to the Services.
To the fullest extent provided by Applicable Law, DayFi 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 fitness for particular purpose.
You acknowledge that your data and assets on the Services may become irretrievably lost or corrupted or temporarily unavailable as a result of a variety of causes, and you agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment or devices), protocol changes by third-party providers, internet outages, Force Majeure Events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside of our control.
You acknowledge and agree that DayFi has no liability for loss or theft of your Wallet or associated keys or any other keys used to access other Wallets you might use.
To the fullest extent provided by law, in no event will DayFi or any Relevant Party or their licensors, service providers, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Services, the Websites linked to it, any content on the Services or such other websites, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.
DayFi has no control over, takes no responsibility for, and shall not be liable for the conduct of, third parties, including, without limitation, Third Party-Issuers or threat actors.
You are responsible for the provision of compatible hardware, software and applicable internet access. Provision of the Services and the Services’ performance may be affected by the foregoing.
Indemnification; Limitation of Liability
By accessing the Website, utilising the Services, holding any sGRID or interacting with any smart contract, you agree to defend, indemnify and hold harmless DayFi, and each of the Relevant Parties (to the fullest extent permitted by law) and their respective shareholders, directors, managers, officers, employees, agents, legal advisers and other advisers and business administrative service providers, contractors, agents, licensors, suppliers, successors and assigns (each, an “Indemnified Party”) from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including attorneys’ fees and legal costs) to which any of them may become subject in any capacity in any action, proceeding or investigation arising out of, or in connection with, your use, any breach of any representation or warranty or covenant, breach or violation of these Terms or your use of the Services, including, but not limited to, any use of the Services’ content, services and products other than as expressly authorised in these Terms or your use of any information obtained from the Services.
You shall reimburse each Indemnified Party in full for any and all legal and other expenses (including the cost of any investigation and preparation) as they are incurred in connection with any such action, proceeding or investigation howsoever incurred. The reimbursement and indemnity obligation set out herein are expressed to, and shall, survive the termination of the Terms, your use of the Services and the Website, and shall inure to the benefit of any successors, assigns, heirs, estates, executors, administrators and representatives of each of the Indemnified Parties in their individual capacities.
To the maximum extent permitted by Applicable Law, you irrevocably agree and acknowledge that neither DayFi nor any Relevant Party, nor any of their advisers, assumes any liability or responsibility for, nor shall any of them have any liability or responsibility for, any Losses directly or indirectly arising out of or related to: (a) any breach by you of these Terms; (b) the Website, the User Interface and your use of it; (c) the Services, and your use of any of them; (d) any failure by you or any Affiliate to comply with any Applicable Law; (e) any information or materials made available to you or provided by you through the Website; (f) the real or perceived value of any sGRID or other Digital Assets traded or utilised on the Website, or the price of any sGRID or other Digital Assets displayed on the Website at any time; (g) any inaccurate, misleading or incomplete statement by any Relevant Party or on the Website regarding your Wallet, howsoever caused; (h) any failure, delay, malfunction, interruption or decision (including any decision by a Relevant Party to vary or interfere with your rights) by a Relevant Party in operating the Website or providing any Service; (i) any stolen, lost or unauthorised use of your Wallet information, any breach of security or data breach related to your Wallet information, or any criminal or other third-party act affecting a Relevant Party; (j) a Relevant Party electing to support or not support a particular blockchain or protocol, any forked version of any particular blockchain or protocol or any Digital Asset resulting from a fork of a blockchain or protocol; (k) your failure to effectuate the migration of your sGRID to another blockchain or protocol identified by a Relevant Party; or (l) any offer, representation, suggestion, statement or claim made about a Relevant Party, any Digital Asset, the User Interface, the Website or any Service by any Relevant Party.
No Custody; No Direct Claims; Limited Recourse
The Website, User Interface and Services interface solely with autonomous smart contracts deployed on public blockchains (together, the “Protocol”). The Protocol is non-custodial. No member of the Relevant Parties at any time holds, possesses or controls, or has the ability to direct the disposition of, any Digital Assets or private keys. All transfers, minting, collateral lockups and withdrawals are executed automatically by the Protocol, without human intervention, in accordance with its immutable code.
When a Tokenizing Agent or other participant interacts with the Deed Poll Manager Contract or related contracts to mint a deed NFT and withdraw stablecoins, such minting, collateralisation and withdrawal occur atomically within a single blockchain transaction. No Relevant Party has authority to authorise, approve, sign or release funds manually or through any multisig or administrative key.
Accessing or using the Website, the User Interface or the Services does not create, and shall not be construed as creating, any ownership, security, trust, bailment, deposit, agency, fiduciary, custodial or similar relationship between you and any Relevant Party. All Digital Assets remain under the sole control of the relevant wallet addresses interacting with the Protocol.
All on-chain interactions occur directly between you and the relevant smart contracts. The sGRID Vault, DeedPollManager and associated contracts operate autonomously and independently of DayFi and the other Relevant Parties. No privity of contract, representation, undertaking or assurance arises between you and any Relevant Party in respect of the operation, obligations or performance of any smart contract, vault or pool.
To the fullest extent permitted by Applicable Law, you irrevocably waive, release and agree not to assert any present or future claim, demand, cause of action or right of recovery (whether arising in contract, tort, restitution, equity, statute or otherwise) against any Relevant Party in respect of any obligation, failure, act or omission of any smart contract, vault, pool, Tokenizing Agent, Protocol Operator or other participant, or the performance or non-performance of the Protocol or any related infrastructure.
Any right or claim you may have arising out of or in connection with an interaction facilitated by the Website, User Interface or Services shall be limited in recourse exclusively to (i) your own Digital Assets and (ii) the assets (if any) of the specific smart contract or pool with which you interacted. No recourse shall be had to DayFi or any other Relevant Party, or to any of their respective directors, officers, employees, agents, contractors, service providers or advisers, in their personal or representative capacities.
No Relevant Party guarantees, underwrites, insures, repays, makes good or backstops the Protocol, any smart contract, vault, pool, oracle, token, yield, output, withdrawal, liquidity or performance.
No Relevant Party provides accounts, money-transmission, exchange, custody, brokerage, investment-advisory, portfolio-management, deposit-taking, trustee or fund-management services, nor does any Relevant Party onboard users as “customers.” You remain solely responsible for your Wallets, private keys, transactions and compliance with Applicable Law.
You (i) waive any right of set-off, counterclaim, consolidation or netting against any Relevant Party; (ii) undertake not to commence, support or join any insolvency, winding-up, liquidation or analogous proceeding in respect of any Relevant Party; and (iii) agree not to commence or participate in any class, collective, representative or derivative claim against any Relevant Party in connection therewith.
The relationship established under these Terms is an access arrangement to decentralised technology only. It shall not be recharacterised as a relationship of debtor and creditor, trustee and beneficiary, agent and principal, custodian and client, or any other relationship imposing duties of safekeeping or fiduciary care upon any Relevant Party.
If there is any conflict or inconsistency between this Clause 27 and any other provision of these Terms, this Clause 27 shall prevail to the maximum extent permitted by law. This Clause 27 survives termination or expiry of these Terms and any suspension or unavailability of the Website, User Interface or Services.
Each token generated through the Protocol is created solely by operation of the relevant smart contract in response to data submitted by the user’s wallet. The minting, collateral lock-up and transfer of Digital Assets occur automatically and atomically within a single on-chain transaction. No Relevant Party initiates, validates or intermediates any minting event, nor does any Relevant Party exercise discretion over the timing, quantity or recipient of any token issuance.
Holding or controlling a token produced by the Protocol does not create or evidence any right, title, interest or claim (whether legal, equitable or contractual) to or in respect of any underlying assets, collateral, revenue, yield, cashflow or property of any person. The sole instrument that may create any entitlement to value is an applicable Deed Poll published by an independent third party, and any such entitlement exists only to the extent expressly stated in that Deed Poll. No Relevant Party owes, and you shall have no expectation of, any payment, performance or duty by virtue of holding or transferring a token.
Tokens may be transmitted to, or interacted with, the relevant smart contract to execute programmed functionality defined in its code, including the exchange, cancellation or update of ledger balances. Any corresponding transfer of Digital Assets or other value occurs only through the autonomous execution of the smart contract, subject to its embedded parameters and available balances. Initiating such an interaction does not create any bilateral contract or obligation between you and DayFi or any other Relevant Party.
For the avoidance of doubt, the User Interface is a graphical tool that enables access to the autonomous smart contracts and does not act as a broker, dealer, arranger, introducer or distributor of any token or transaction.
Force Majeure; Suspension of Website, sGRID Vault, Services
You agree and acknowledge that in the event of the occurrence of a Force Majeure Event, DayFi may not be able to provide any or all of the Services, the Website, the User Interface or the sGRID Vault and shall not be required to provide you or any user with any Services or access to the Website. You agree and acknowledge that, in the event of a Force Majeure Event, DayFi shall not be required to attempt to contact any user or account holder individually, but shall use its reasonable commercial endeavours to try to notify users via social media, posting to the Website or via any other electronic means (including but not limited to email) identifying the relevant Force Majeure Event and its anticipated effect on the performance of DayFi, the Website or the Services.
The parties shall cooperate to minimise the effects of the Force Majeure Event on performance of any smart contract and shall discuss in good faith alternative ways in which the contract can be performed and/or the effect of the Force Majeure Event can be minimised.
No person shall be considered in breach of contract nor liable in damages for delay in or for non-performance of one or more of its contractual obligations to the extent caused by the Force Majeure Event. Nothing in this Clause shall impact on either party’s payment obligations in respect of any fees, costs or expenses due under the sGRID Vault. Where a valid notice has been given in accordance with subclause 28.1 above, and the Force Majeure Event has the effect of:
rendering the performance of the contract impossible, illegal or radically different from what was intended at the time of the conclusion of the contract; or
substantially affecting the performance of the contract as a whole and the duration of the Force Majeure Event exceeds 10 Business Days from the time notice was given, then DayFi has the right to terminate the utilisation of the Services by written notification to the other party.
Where DayFi terminates pursuant to 28.3(b) above, the parties hereto shall be discharged from future obligations only and neither may claim damages for the other’s future non-performance; provided that the parties must perform all obligations not affected by the Force Majeure Event up to the date of the termination with any sums paid in advance and not earned or due being refunded, save where the contract or Applicable Law provides otherwise. Nothing in this Clause shall impact on any separate rights of termination under this contract or at law.
Intellectual Property
You agree that the Website and the Services, including these Terms, the user interface, any and all: trade marks, copyrighted material, logos, service marks, graphical content, audio clips, video clips, editorial content, contents, features, functionality (including, without limitation, all information, software, text, displays, images, video, audio, and the design, selection and arrangement thereof), scripts and software, contain proprietary information and material owned by DayFi, its licensors and/or agents, and are protected by applicable intellectual property and other laws including, without limitation, copyright.
You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Services for personal, non-commercial uses in compliance with this Agreement. You agree not to modify, rent, loan, sell, share or distribute the Services in any manner, and you shall not exploit the Services in any manner whether paid or otherwise.
You agree not to appropriate, copy, display, reverse engineer or use any trade marks of the Relevant Parties or other content without express, prior, written permission from DayFi, including as a domain name, as social media profile/handle, on a website, in an advertisement or other marketing, as or in connection with a phone number, as or in connection with an email address, in search results, in meta data or code, or in any other manner.
You agree not to appropriate, copy, display or use any copyrights—meaning any materials used on the Website—or other content without the prior express written permission of DayFi.
You may link to the Website’s homepage or other pages, provided you do so in a way that is fair and legal and does not damage DayFi’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on the part of the Relevant Parties without their prior written consent.
You may not establish a link from any website that is not owned by you, cause the Website or portions of it to be displayed on or by any other website (for example, framing, deep linking, or in-line linking), or otherwise take any action with respect to the materials on the Website that is inconsistent with any other provision of these Terms.
You must not register, record, or otherwise control any domains, social media handles/profiles, any trade mark or service mark registrations, trade names or any other intellectual property rights featuring intellectual property owned by any Relevant Party or their licensor(s) directly or through a third party (“Prohibited Assets”). If a Relevant Party becomes aware that you own or control any Prohibited Assets, the Prohibited Asset(s) will be automatically transferred and assigned to the applicable Relevant Party or its licensor(s) under these Terms. You agree to execute all instruments and documents and do such additional acts as the applicable Relevant Party or its licensor(s) may deem necessary or desirable to record and perfect the assignment of rights hereunder. If the Relevant Party or its licensor(s) are unable for any reason to secure your timely signature to any document it is entitled to hereunder within fourteen days, you hereby irrevocably designate and appoint the applicable Relevant Party and its licensor(s) and their duly authorised directors, officers and agents as your attorney-in-fact, with full power of substitution to act for and on your behalf and instead of you to execute and file any such document(s) and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by you.
The Website and the Services are protected by copyright, trade mark, trade secret and other intellectual property or proprietary rights laws in various jurisdictions. All rights not expressly granted to you in these Terms are reserved by the Relevant Parties or their respective licensor(s). Except as expressly authorised by a Relevant Party, you will not (a) license, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any person all or any part of the Website or the Services in any way; (b) copy, modify, republish, distribute, or make derivative works based upon all or any part of the Website or the Services; (c) “frame” or “mirror” all or any part of the Website or the Services on any other server or wireless or Internet-based device; or (d) reverse engineer or access all or any part of the Website or the Services in order to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions or graphics of all or any part of the Website or the Services, or (iii) copy any ideas, features, functions or graphics of all or any part of the Website or the Services.
Digital Asset Provisions
Digital Asset Interpretation
References to any digital asset, token, cryptocurrency or similar term include, unless expressly excluded, all associated network, governance and protocol rights, staking rewards, validator incentives, forks, airdrops, redenominations, substitutions, re-issuances and any other derivative or successor entitlements relating to that digital asset.
A “transfer”, “delivery” or “redelivery” of a digital asset means the valid and irreversible completion of that transaction on the relevant blockchain or distributed-ledger protocol, as evidenced by its confirmed inclusion in a block.
For evidentiary purposes, the canonical ledger of the relevant blockchain shall, in the absence of manifest error or proven fraud, constitute conclusive and binding evidence of ownership, transfer, delivery and receipt.
Stablecoin and Fiat Equivalence
Unless expressly stated otherwise, any reference in this Agreement to “U.S. Dollars”, “USD”, “cash” or any obligation to make a payment, transfer or delivery denominated in U.S. Dollars includes, where permitted by applicable law, the transfer or delivery of a U.S.-dollar-denominated stablecoin that is designed to maintain approximate parity with the U.S. Dollar and is generally accepted under prevailing market standards (including, without limitation, USDC or USDT).
The transfer or delivery of such a stablecoin shall discharge the corresponding U.S. Dollar-denominated obligation to the extent of the U.S. Dollar market value of the stablecoin so transferred or delivered, determined at the prevailing market conversion rate at the time of such transfer or delivery.
Any obligation of a person to make a payment, settlement, redelivery or other transfer of value denominated in U.S. Dollars may, at the election of DayFi, be satisfied either in U.S. Dollars or by transfer or delivery of an equivalent amount (by value) of a qualifying stablecoin, provided that such stablecoin is transferable, freely tradeable and generally convertible into U.S. Dollars at or around par value (within customary market tolerance) at the time of transfer or delivery.
References in Agreement to interest, fees, costs or other monetary amounts expressed in U.S. Dollars shall be construed consistently with this Clause 30.2, and such amounts may likewise be satisfied by transfer or delivery of a qualifying stablecoin.
DayFi shall determine, acting reasonably and in good faith, whether any stablecoin satisfies the criteria in Clause 30.2(c), including whether it is transferable, tradeable and generally convertible into U.S. Dollars at or around par value. Such determination shall be final and binding in the absence of manifest error.
Completion of any payment, transfer or delivery pursuant to this Clause 30.2 shall occur upon the valid and irreversible inclusion of the relevant transaction in a confirmed block on the applicable blockchain, as evidenced by the on-chain transaction hash.
Electronic and On-Chain Evidence
Any notice, consent, signature or other communication executed or delivered electronically (including via DocuSign, Adobe Sign or comparable technology) shall have the same legal effect as a manually executed (“wet-ink”) document.
On-chain transaction records, explorer confirmations and cryptographic proofs of transfer constitute valid written evidence of performance and shall satisfy any contractual requirement for delivery, transfer or receipt “in writing”.
For the avoidance of doubt, DayFi shall not be required to provide off-chain confirmations or bank statements in respect of any digital-asset transaction properly recorded on-chain.
Governing Law
This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the British Virgin Islands.
The parties submit to the exclusive jurisdiction of the courts of the British Virgin Islands and any courts competent to hear appeals therefrom.
ANNEX 1
RISK FACTORS
Any use of the Services, including any staking of GRID, or holding or unstaking and withdrawal of sGRID, involves certain risks, including risks related to the sGRID themselves and risks relating to the structure of virtual assets and related arrangements. There can be no assurance that the using, holding, owning, participating in or unstaking and returning of sGRID will provide any value or economic outcome. Prospective Users should carefully consider, among other things, the following risk factors in addition to the other information set forth herein. The following is not an exhaustive list and does not necessarily reflect the relative importance of the various risk factors. Neither DayFi nor any other Relevant Party owns, operates or controls the DayFi sGRID Vault or any sGRID generated from it.
Risk of Losing Access to sGRID Due to Wallet Incompatibility
Your Wallet must possess technical infrastructure that is compatible with the receipt, storage and transfer of the sGRID. Non-compatible wallet addresses will not be accepted. DayFi reserves the right to prescribe additional conditions relating to specific wallet requirements at any time, acting in its sole discretion.
Risks Associated with Blockchain Protocols
Any malfunction, breakdown, abandonment, unintended function, unexpected functioning of or attack on the protocol upon which the sGRID are created may have an adverse effect on the sGRID, including causing them to malfunction or function in an unexpected or unintended manner.
Risks Associated with Your Credentials
Any third party that gains access to or learns of your Wallet login credentials or private keys may be able to dispose of your sGRID. To minimise this risk, you should guard against unauthorised access to your electronic devices. Best practices dictate that you safely store private keys in one or more backup locations geographically separated from the working location. In addition, you are responsible for providing the sGRID Vault the correct Wallet address in which to hold your sGRID. If you give the incorrect Wallet address, you may lose all of your sGRID.
Risk of Unfavourable Regulatory Action in One or More Jurisdictions
Blockchain technologies and cryptographic tokens have been the subject of scrutiny by various regulatory bodies around the world. Blockchain technology allows new forms of interaction and it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which regulations may be contrary to the current setup of the User Interface or its smart contract system and, therefore, may result in substantial modifications to the User Interface and such smart contract systems, including its termination and the loss of sGRID.
The regulatory status of cryptographic tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory authorities may apply existing regulation with respect to such technology and its applications, including specifically (but without limitation to) the User Interface and sGRID. It is likewise difficult to predict how or whether any legislative or regulatory authorities may implement changes to law and regulation affecting distributed ledger technology and its applications, including specifically (but without limitation to) the User Interface and sGRID. Regulatory actions could negatively impact the User Interface and sGRID in various ways, including, for purposes of illustration only, through a determination that sGRID are a regulated financial instrument that requires registration, licensing or restriction. DayFi may cease operations in a jurisdiction if regulatory actions, or changes to Applicable Laws, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. The functioning of the User Interface, the sGRID Vault and the sGRID could be impacted by any regulatory inquiries or actions, including restrictions on the use, sale or possession of digital tokens like the sGRID, which restrictions could impede, limit or end the development of the User Interface and increase legal costs.
The cryptocurrency exchange market, the token listing and trading market, initial coin offerings, and by extension the User Interface, are each subject to a variety of federal, state and international laws and regulations, including those with respect to “know you customer” and “anti-money laundering” and customer due diligence procedures, privacy and data protection, consumer protection, data security, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the User Interface, the sGRID Vault and the sGRID could be enacted. Additionally, Users may be adversely affected by industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the User Interface and the sGRID.
Risk that the User Interface, as Developed, Will Not Meet Expectations
The User Interface may undergo significant changes. Any expectations or assumptions regarding the form and functionality of the User Interface, the sGRID Vault or the sGRID may not be met, for any number of reasons, including, without limitation, mistaken assumptions or analysis, a change in the design and implementation plans, and changes in the execution of the User Interface. This could create the risk that the sGRID or User Interface, as further developed and maintained, may not meet your expectations. Furthermore, it is possible that the User Interface will experience malfunctions or otherwise fail to be adequately maintained, which may negatively impact the User Interface, the sGRID Vault and the sGRID.
Long-term viability of Digital Assets
Digital Assets, including those like the sGRID, are a new and relatively untested product. There is considerable uncertainty about their long-term viability, which could be affected by a variety of factors, including many market-based factors such as economic growth, inflation, and others. In addition, the success of Digital Assets (including the sGRID) will depend on the long-term utility and economic viability of blockchain and other new technologies related to Digital Assets. Due in part to these uncertainties, the prices of Digital Assets are volatile and the sGRID may be hard to sell. DayFi does not control any of these factors, and therefore will not be able to control the ability of the sGRID to maintain their value over time.
Further innovations in the Digital Assets industry may cause the sGRID to lose value
The development and acceptance of the cryptographic and algorithmic protocols governing the issuance of, and transactions in, Digital Assets is subject to a variety of factors that are difficult to evaluate and predict. The use of Digital Assets to, among other things, buy and sell goods and services is part of a new and rapidly evolving commercial practice that employs digital assets based on a computer-generated mathematical and/or cryptographic protocol. The growth of this commercial practice in general, and the use of Digital Assets in particular, is subject to a high degree of uncertainty. Factors affecting further development of the Digital Assets industry include, among other things, the continued worldwide adoption of Digital Assets; governmental and quasi-governmental regulation of Digital Assets and/or Digital Assets exchanges; changing consumer demographics, tastes and preferences; sustained development and maintenance of open-source software protocols; the popularity and availability of alternative and/or new payment services; and general economic conditions. If these factors negatively affect or impede the development of the Digital Assets industry, the value of your sGRID may also be negatively affected.
Risk of Theft and Hacking
Smart contracts, software applications and the User Interface may be exposed to attacks by hackers or other individuals, groups, organisations or countries that interfere with the User Interface or the availability of the sGRID in any number of ways, including denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks, or phishing, or other novel methods that may or may not be known. Any such successful attacks could result in theft or loss of sGRID, adversely impacting the ability to further derive any usage or functionality from sGRID. You must take appropriate steps to satisfy yourself of the integrity and veracity of relevant websites, systems and communications. Furthermore, because the User Interface is based on open-source software, there is a risk that a person may intentionally or unintentionally introduce weaknesses or defects into the core infrastructure of the User Interface, which could negatively affect the User Interface, the sGRID Vault and sGRID.
Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography
Advances in cryptography, or technical advances such as the development of quantum computing, could present risks to Digital Assets (including the sGRID), the sGRID Vault and the User Interface by rendering ineffective the cryptographic consensus mechanism that underpins the sGRID Vault, which could result in the theft, loss or decreased utility of the sGRID. Smart contracts, blockchain application software and blockchain platforms and protocols are still in an early development stage and relatively unproven. There is no warranty or assurance that the process for creating sGRID will be uninterrupted or error-free and there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, inter alia, the complete loss of contributions and/or sGRID.
Risk of Dissolution of the User Interface or sGRID Vault
It is possible that, due to any number of reasons, including development issues with the User Interface, the failure of business relationships, lack of public interest, lack of funding, or competing intellectual property claims, the User Interface or sGRID Vault may no longer be viable and may dissolve or fail to maintain commercial or legal viability, or be abandoned. There is no assurance that you will receive any benefits through the sGRID.
Risk of Malfunction in the User Interface or sGRID Vault
It is possible that the User Interface or sGRID Vault malfunctions in an unfavourable way, including one that results in the loss of the sGRID.
Unanticipated Risks
Cryptographic tokens are a relatively new and comparatively untested technology. In addition to the risks discussed herein, there are risks that DayFi cannot anticipate. Further risks may materialise as unanticipated combinations or variations of the discussed risks or the emergence of new risks.
Limited liquidity; transfer restrictions
The sGRID may have limited liquidity and may be subject at any time to substantial transfer restrictions. No application has been made to any exchange to list the sGRID on the official list of any stock exchange. There is no intention to apply for any such listing, nor is any contemplated in the future. There is currently no secondary market for the sGRID and none may develop.
Liquidity and Transferability. DayFi is under no obligation to create, maintain, or support any trading environment or secondary market for sGRID. sGRID are inherently illiquid digital tokens, and there can be no assurance that any venue, platform, or facility for exchanging or transferring sGRID will ever exist, or (if it does) that it will provide meaningful liquidity or remain available for any duration. The minting and holding of sGRID are not suitable for all users. Decentralised smart-contract products such as sGRID are technically complex, may be difficult to transfer or dispose of, and involve a high degree of operational and market risk. Participants should engage with such products only if they have sufficient technical competence and understanding of the associated risks. Certain participants may regard tokenisation mechanisms of this type as unsuitable or undesirable, which may further restrict the ability to transfer sGRID or affect their exchangeability. Users should therefore be prepared to retain any sGRID indefinitely. sGRID have not been, and will not be, registered or qualified under the U.S. Securities Act of 1933, any state “blue-sky” laws, or the securities laws of any other jurisdiction. DayFi is not, and will not be, required to register sGRID under any securities laws and may, at any time, introduce additional transfer or access limitations to ensure ongoing compliance with Applicable Law. Such limitations may further constrain transferability or liquidity.
No guarantee
The sGRID are not guaranteed by any Relevant Party. None of the Relevant Parties or any Affiliate thereof makes any assurance, guarantee or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (including legal, regulatory, tax, financial, accounting or otherwise) to any user, participant, owner or holder of the sGRID, and no such user, participant, owner or investor may rely on any such party for a determination of such matters.
Dependence on Underlying Performance; No Recourse to DayFi
The performance, value and continued functionality of sGRID depend entirely on (a) the correct and ongoing operation of the underlying smart contracts forming the Protocol and the sGRID Vault, and (b) the payments, collateral and other actions of independent Third-Party Issuers under their respective Deed Polls. Third-Party Issuers are, in turn, dependent on the receipt of payments due to them under their power purchase agreements with their customers. No assurance, covenant, representation or undertaking is or will be made by DayFi, any Relevant Party or their Affiliates in respect of such performance or payments. The availability of unstaking and withdrawal is dependent upon amounts being transmitted to the sGRID Vault pursuant to Deed Polls executed by Third-Party Issuers, as described on the Website. DayFi has no control over, and is not responsible for, any such Third-Party Issuers or their compliance with any Deed Poll or the transmission (or non-transmission) of amounts to the sGRID Vault (including, without limitation, non-transmission as a result of such Third-Party Issuer’s default, insolvency, misconduct, fraud or otherwise). A Third-Party Issuer will only transmit to the sGRID net revenues received by such Third-Party Issuer from power purchase agreements with its customers, and such net revenues may be zero.
Holders acknowledge and agree that their sole source of value or recovery lies within the assets and code of the relevant smart contracts and the obligations (if any) of the applicable Third-Party Issuer, and that no Holder has any right of recourse, claim or cause of action against DayFi, any Relevant Party or any of their directors, officers, employees or Affiliates in connection with any shortfall, failure, default or malfunction.
No monitoring or advisory duty
DayFi has no obligation to monitor, review, verify or report on the performance, conduct or compliance of any Third-Party Issuer and has no authority to advise, instruct or direct any Third-Party Issuer; all actions of any Third-Party Issuer are its sole responsibility.
If DayFi or any of its Affiliates acquires, holds or disposes of sGRID in any capacity, it does so solely for its own account and without any duty (fiduciary or otherwise) to any Holder. DayFi and its Affiliates are under no obligation to consider, prioritise or align with the interests of any Holder in connection with any such acquisition, holding or disposal and may transact in sGRID at any time and on any terms they determine.
Nothing in these Terms creates any obligation on DayFi or its Affiliates to acquire, continue to hold, make available, support, make a market in, or refrain from transferring sGRID, nor any obligation to disclose, update, seek consent, or take or forgo any action by reference to any Holder’s circumstances or expectations.
Amendments to documents
DayFi may modify the Terms and some amendments do not require User consent. Such amendments may materially and adversely affect certain Holders. DayFi is not required to take into account the interests of any User or any other Party in deciding to make such amendments. In addition, although the Terms may require notice to each User, a failure to provide such notice will not invalidate such amendment.
Forward-looking statements
Projections, forecasts and estimates are forward-looking statements and are inherently uncertain. Estimates of the value of the sGRID, together with any other projections, forecasts and estimates (if any) provided to Eligible Users, are forward-looking statements. Projections are necessarily speculative in nature, and it should be expected that some or all of the assumptions underlying the projections will not materialise or will vary significantly from actual results. Accordingly, actual results will vary from the projections, and such variations may be material. Important factors that could cause actual results to differ materially from those in any forward-looking statements include changes in interest rates, exchange rates and default and recovery rates; market, financial or legal uncertainties; and the performance of Third-Party Issuers. None of the Relevant Parties or any of their respective Affiliates has any obligation to update or otherwise revise any projections, forecasts or estimates, including any revisions to reflect changes in economic conditions or other circumstances arising after the date of this document or to reflect the occurrence of unanticipated events, and the inclusion of such projections, forecasts or estimates should not be regarded as a representation by any of the Relevant Parties or any of their respective Affiliates of the results that will actually be achieved.
Tax risks
The tax characterisation and treatment of sGRID and related Protocol interactions are uncertain and may vary by jurisdiction, user status, and changes in law or guidance. You are solely responsible for assessing and meeting all tax obligations arising from any activity involving sGRID or the Protocol, including (without limitation) acquiring, minting, holding, transferring, unstaking, or otherwise interacting with smart-contract functionality, as well as any associated network fees, protocol distributions, amounts referenced in any Deed Poll, airdrops/forks, or other on-chain events. Such activities may give rise to income, corporation, capital gains, withholding, VAT/GST/sales/use, stamp or transfer taxes, and information-reporting or withholding requirements. DayFi does not provide tax advice, act as a tax agent, or gross-up, collect, withhold, remit, or file taxes on your behalf. You must obtain and rely on your own independent professional tax advisers to determine the tax consequences and any filings, elections, or disclosures required for your circumstances.
DayFi is not currently subject to British Virgin Islands tax. However, there can be no assurance that DayFi will not in the future be subject to tax by the British Virgin Islands or some other jurisdiction as a result of a change in law. In the event that tax is imposed on DayFi, the fees and costs levied on Users may be impaired or reduced on account of such taxes.
Limited operating history
DayFi is recently formed, has no significant operating history and is limited in its permitted activities. Accordingly, DayFi has no material performance history for you to consider when accessing the Website and utilising the Services.
Litigation; limited resources
DayFi may be subject to third-party litigation; DayFi has limited funds available to pay its expenses. DayFi’s activities may subject it to the risks of becoming involved in litigation by third parties. This risk may be greater where DayFi exercises control or significant influence over a company’s direction. The expense of defending against claims against DayFi by third parties—including involuntary bankruptcy petitions—and paying any amounts pursuant to settlements or judgments would, except in the unlikely event that DayFi is indemnified for such amounts, be borne by DayFi and may impair its ability to continue.
The funds available to DayFi to pay its service providers are limited. If such funds are not sufficient to pay expenses incurred by DayFi, the ability of DayFi to operate effectively may be impaired, and DayFi may not be able to defend or prosecute legal proceedings, or fund third-party service providers to provide know-your-client and other compliance checking services, or undertake actions to protect the interests of DayFi. In addition, service providers who are not paid in full, and companies providing directorial services to the Relevant Parties, have the right to resign. This could lead to DayFi being in default under the laws of the British Virgin Islands and potentially being struck from the register of companies and dissolved.
Regulatory change
Legislative and regulatory actions in the United States, Europe and the United Kingdom may adversely affect DayFi and the sGRID. No representation is made as to the proper characterisation of any Digital Asset for legal investment, financial institution regulatory, financial reporting or other purposes.
Anti-money laundering
DayFi may become subject to obligations under British Virgin Islands anti money-laundering (“AML”) legislation to maintain certain procedures, including those for verifying the identity and source of funds of an “applicant for business”, as well as the identity of the beneficial owner(s) of an applicant for business, if applicable. If DayFi were determined by the British Virgin Islands authorities to be in violation of AML legislation DayFi could be subject to criminal penalties and/or administrative fines and may face similar restrictions in other jurisdictions. Such a violation could materially adversely affect the ability of DayFi to operate the Website or maintain the sGRID Vault.
BRITISH VIRGIN ISLANDS DATA PROTECTION
Users should note that personal data will need to be supplied in order for access to the Website and utilisation of the Services.
DayFi’s use of personal data is governed by the British Virgin Islands Data Protection Act (as amended) and, in respect of any EU data subjects, the EU General Data Protection Regulation (together, the “Data Protection Legislation”). Under the Data Protection Legislation, individual data subjects have rights and DayFi, as data controller, has obligations with respect to the processing of personal data by DayFi and its Affiliates and delegates. Breach of the Data Protection Legislation by DayFi could lead to enforcement action. DayFi’s privacy notice provides information on DayFi’s use of personal data under the Data Protection Legislation and can be accessed at dayfi.com.
If you are an individual User, the processing of personal data by and on behalf of DayFi is directly relevant to you. If you are an institutional investor that provides personal data on individuals connected to you for any reason in relation to your utilisation of the Services (for example, directors, trustees, employees, representatives, shareholders, investors, clients, beneficial owners or agents), this will be relevant for those individuals and you should transmit the privacy notice to such individuals or otherwise advise them of its content.
ANNEX 2
DEFINITIONS
In these Terms, the following words and expressions shall, unless otherwise defined therein or unless the context otherwise requires, have the meanings set out below.
Construction
references to “you/your” in the Terms refer to the User (or, where a natural person uses the Services on behalf of an entity, to that entity);
words denoting the singular include the plural and vice versa;
words denoting one gender include all genders;
words denoting persons include bodies corporate and vice versa;
references to any statutory provision include any modification, re-enactment or subordinate legislation made thereunder;
references to any agreement or other document include such agreement or document as amended, varied, supplemented or novated from time to time;
clause, paragraph and schedule headings are for ease of reference only;
references to a statute include that statute as amended or re-enacted to substantially the same effect;
references to a time of day are to London time (unless otherwise specified);
references to any person include successors, transferees, assigns and any person deriving title under or through such person; and
any reference in any of the Materials to the rights, powers or duties of “DayFi” are to such rights, powers and duties as may be exercised by DayFi in its absolute discretion, without notice or for any reason, with nothing further required (subject to Applicable Law).
“Affiliate” means, in respect of any person or entity, the ultimate holding company of that person or entity of which that person or entity or its ultimate holding company either (i) has direct or indirect control or (ii) owns directly or indirectly more than 30 per cent. of the equitable capital, shares or similar rights of ownership.
“Applicable Law” means all statutes, orders, regulations, rules, protocols, by-laws, directives, guidance, codes and other laws or decrees enacted, promulgated, issued, ratified, enforced or administered by any “Governmental Authority”, in each case.
“AML Regulations” means all anti-money-laundering, counter-terrorist-financing and know-your-client laws, regulations, rules, guidelines and sanctions applicable to DayFi or any Relevant Party in any relevant jurisdiction.
“Blue Sky laws” means the state securities laws of the United States of America.
“Data Protection Legislation” means British Virgin Islands Data Protection Act (as amended) and, in respect of any EU data subjects, the EU General Data Protection Regulation.
[“DayFi” means [DayFi (BVI) Limited], a BVI business company incorporated under the laws of the British Virgin Islands with registered number [•], and any successor or assign.
“DayFi Foundation” means DayFi Foundation, an exempted limited guarantee foundation company incorporated in the Cayman Islands with registered number 428185, and any successor or assign.
“Deed Poll” means any deed poll, instrument or on-chain equivalent executed or deployed by a Third-Party Issuer (or its designee) for the purpose of recording or covenanting to make payments, transfers or other performance in favour of the sGRID Vault, as described on the Website, including any amendment, restatement, supplement or replacement thereof from time to time.
“Deed Poll Manager Contract” means the smart contract deployed as part of the Protocol that records deed-NFT minting and links collateral for on-chain flows.
“Digital Assets” means tokens, currency, assets, securities, instruments representing indebtedness, equity-like instruments or items that are digital representations of value, including (a) assets created, maintained and utilised on a distributed ledger system or smart contract and integral thereto, (b) digital representations of other assets created and maintained on a digital ledger system, and (c) other crypto-finance and digital assets or instruments for the purchase of such, which may be referred to as digital currency, cryptoassets, cryptocurrency, virtual assets, virtual currency or convertible virtual currency, whether issued in a public or private transaction.
“Eligible User” means, on any date of determination, each “User” that, at the time of accessing the User Interface, the Website or the Services, has satisfied in full (to the satisfaction of DayFi in its absolute discretion) all “Eligible User Criteria.”
“Eligible User Criteria” means, in respect of any User on any date of determination, each of the following criteria (which may be amended, replaced, substituted, withdrawn or increased from time to time in the absolute discretion of DayFi or as required by Applicable Law or regulatory direction):
successful completion of all compliance obligations, including conformity with AML Regulations, off-chain sanctions screening, wallet and on-chain sanctions screening, and geolocation/virtual proxy network blocking, as integrated in the User Interface; provided that DayFi may request additional checks and information from time to time;
the User has read all Materials and the Terms in full, agrees to be bound by them, and gives each applicable representation, warranty and undertaking;
the User has established an account and a Wallet within the User Interface in compliance with the Terms;
the User is able to, and has, made all applicable representations and warranties and given all applicable covenants and undertakings in the Terms in favour of each “Relevant Party”;
the User is not a “U.S. Person”;
the User is not a “Restricted Person”;
the User is not an “Ineligible User”;
the User has not engaged in, and is not suspected of engaging in, any “Prohibited Uses”;
the User is not located in, resident in, controlled by or acting on behalf of any person located in a “Restricted Jurisdiction”;
there are no pending sanctions or other enforcement actions threatened or pending against the User;
the User is not a “Sanctioned Person”;
the User is not located in, resident in or operating in any jurisdiction the subject of “Sanctions”; and
DayFi (in its absolute discretion) has approved such User as an Eligible User.
“Fiat Currency” means, at any time, cash or promissory notes issued or promised by a national government, treasury or central bank, held in hand or at bank and freely and immediately available, subject to standard banking terms.
“Force Majeure Event” means any event or circumstance beyond a party’s reasonable control, including (without limitation) those listed in clauses (a)–(p) of the prior draft (extreme weather, natural disasters, war, terrorism, civil disorder, strikes, epidemics/pandemics, explosions, contamination, government action, utility failures, cyber incidents, etc.).
“Government” means any national, federal, state, municipal, local or foreign government (or subdivision), department, agency, bureau, commission, court, tribunal, arbitral body or other governmental, government-appointed or quasi-governmental authority exercising executive, legislative, judicial, regulatory or administrative powers, including any state-owned or controlled enterprise and any self-regulatory organisation operating by Government Approval.
“Government Approval” means any authorisation, licence, permit, consent, approval, franchise, concession, lease, ruling, certification, exemption, filing or waiver by or with any Government necessary to conduct the business of any Relevant Party or to perform the Services, or any transaction entered into hereunder.
“Governmental Authority” means any Government (as defined), monetary authority, regulatory or supervisory authority, court, tribunal or other body having jurisdiction.
“GRID” means the Daylight native stablecoin built on M0's $M stablecoin protocol, as described on the Website.
“Holder” or “holder” means the person in whose name a “sGRID” is registered, or into whose possession a sGRID is transferred; except where the context otherwise requires, holder includes the beneficial owner of such sGRID.
“Ineligible User” means any User who does not satisfy (or, but for the passage of time, would not satisfy) the definition of Eligible User.
“Losses” means any and all realised or unrealised losses, claims, demands, orders, damages, penalties, fines, costs, settlement payments, liabilities, taxes, encumbrances, expenses (including legal fees), decreases in value or out-of-pocket costs and expenses, whether direct or consequential, absolute or contingent, arising in contract or tort.
“Materials” means, collectively, the Website, the User Interface and these Terms and the information contained therein.
“Person” means an individual, corporation (including a business trust), partnership, limited liability company, joint venture, association, joint stock company, trust, bank, unincorporated association or government (or any agency or political subdivision thereof) or any other entity of similar nature.
“Politically Exposed Person” means a person who is or has been entrusted with prominent public functions, whether foreign, domestic or within an international organisation (including members of senior management), as commonly understood under applicable AML/CTF guidance.
“Prohibited Uses” means each any use of the Website or the Services for the purposes of fraud, market manipulation, unauthorised access, security circumvention, malware, denial-of-service, unlawful activity or sanctions violations, in each case as determined by DayFi.
“Protocol” means, collectively, the autonomous smart contracts deployed on one or more public blockchains that comprise the sGRID Vault, Deed Poll Manager Contract and related infrastructure.
“Protocol Operator” means any person or entity that interacts with or deploys components of the Protocol, including any Tokenizing Agent, contract administrator or other on-chain participant, but excluding DayFi.
“Privacy Notice” means the privacy notice of DayFi from time to time, published on the Website in accordance with the laws of the British Virgin Islands, a copy of which as at the date of this Agreement is set out at Annex 3.
“Relevant Party” means each of DayFi and DayFi Foundation and each other entity related to provision of the Services, the Website and any transaction ancillary thereto, and each of their respective Affiliates and Subsidiaries; “Relevant Parties” means all of them.
“Restricted Jurisdiction” means any jurisdiction designated as such by DayFi from time to time (in its absolute discretion).
“Restricted Person” means any Person owned, controlled, located in or organised under the laws of any Restricted Jurisdiction or affiliated with any such person, any person listed on any sanctions list maintained by the United States, the United Kingdom, the European Union, the United Nations Security Council or any other relevant jurisdiction, or any person resident in or located in any jurisdiction that restricts or prohibits use of Digital Assets.
“Sanctioned Person” means any Person subject to Sanctions or listed on an applicable sanctions list (including any person transacting on behalf of, or owned or controlled by, such person, or any associated digital wallet).
“Sanctions” means economic or financial sanctions laws, regulations, trade embargoes or other restrictive measures enacted, administered, implemented and/or enforced from time to time by (without limitation) the United Nations, the European Union (or any of its member states), the United States of America, the United Kingdom, the Cayman Islands, the British Virgin Islands or any other relevant jurisdiction.
“Securities Act” means the United States Securities Act of 1933, as amended.
“Services” means the services made available to Eligible Users to stake GRID in return for sGRID, and to unstake and withdraw GRID, through use of the sGRID Vault accessed via the Website and the User Interface.
“sGRID” means the staked receipt token that is created by staking GRID with the sGRID Vault, as described on the Website.
“sGRID Vault” means the smart contract facilitated by the User Interface pursuant to which an Eligible User can stake GRID in return for sGRID, and unstake sGRID to withdraw GRID, and which provides the commercial parameters for such staking, unstaking and withdrawal.
“Terms” means the terms and conditions of use in respect of the Website and the Services published from time to time (including any documentation or websites incorporated by reference), as amended, restated, varied, novated, supplemented or revised from time to time without notice.
“Third-Party Issuer” means a third party entity which:
is party to power purchase agreements with customers, pursuant to which such third party entity is entitled to the receipt of income in relation to the sale of energy to the customers; and
has entered a Deed Poll promising to pay net income received from customers to the sGRID Vault,
as described in more detail on the Website.
“Tokenizing Agent” means any person or entity interacting with or deploying components of the Protocol for the purpose of minting or collateralising tokens or deed NFTs.
“U.S. Person” has the meaning specified under Regulation S of the Securities Act.
“User” means any Person (individual or entity) who accesses or attempts to access the “Website” or utilises or attempts to utilise any of the “Services”, whether directly or through an authorised representative or agent. A “User” may be an “Eligible User” (if it satisfies the “Eligible User Criteria”) or an “Ineligible User.”
“User Interface” means the staking, unstaking and withdrawal infrastructure provided from time to time by the sGRID Vault to Eligible Users (including a web-based user interface) through automated on-chain mechanisms deployed and maintained by DayFi.
“Wallet” means the electronic wallet address (or other applicable details) held by or controlled by an Eligible User through which Digital Assets may be credited, debited or transferred in accordance with the User Interface.
“Website” means the website located at [WEBSITE] and all associated sites linked thereto and the content, functionality and services offered therein in respect of the Services from time to time.
“Wire Fraud” has the meaning specified under 18 U.S.C. § 1343 (or any similar offence involving electronic communications to carry out or promote a fraudulent scheme).
ANNEX 3
PRIVACY NOTICE
This privacy notice (the “Privacy Notice”) explains the manner in which [DayFI (BVI) Limited] and its Affiliates (the “DayFi Group”) collects, processes and maintains personal data about You.
The DayFi Group is committed to processing personal data in accordance with Applicable Law. In its use of personal data, certain members of the DayFi Group will be characterised under Applicable Law as a data controller, whilst certain of the DayFi Group’s service providers, Affiliates and delegates may act as data processors under Applicable Law. For the purposes of this Privacy Notice, we, us or our means each member of the DayFi Group in its capacity (as relevant) as data controller of the personal data and You or Your means the person receiving this Privacy Notice. Capitalised terms not defined in this Privacy Notice have the meaning set out in the Terms of Service of [DayFi (BVI) Limited] available at dayfi.com.
If You are a corporate entity, this Privacy Notice will be relevant for those individuals connected to You and You should transmit this document to such individuals for their awareness and consideration.
Personal data: By virtue of accessing the Website, utilising the Services or acquiring sGRID, the DayFi Group and certain other service providers and their respective Affiliates and delegates (the “Authorised Entities”) may collect, record, store, transfer and otherwise process personal data by which individuals may be directly or indirectly identified. We may combine personal data that You provide to us with personal data that we collect from or about You. This may include personal data collected in an online or offline context including from credit reference agencies and other available public databases or data sources, such as news outlets, websites and other media sources and international sanctions lists. It may also include data which, when aggregated with other data, enables an individual to be identified, such as an IP address and geolocation data.
Why is Your personal data processed: The storage, processing and use of personal data by the DayFi Group will take place for lawful purposes, including:
to comply with any applicable legal, tax or regulatory obligations on the DayFi Group or another Authorised Entity under any Applicable Laws;
to perform a contract to which You are a party or for taking pre-contractual steps at Your request;
to operate the DayFi Group, including providing access to and maintaining the Website;
to verify the identity of the DayFi Group to third parties for any purpose which the DayFi Group considers necessary or desirable;
to assist the DayFi Group in the improvement and optimisation of advertising (including through marketing material and content) its services;
for risk management and risk control purposes relating to the DayFi Group;
to pursue the DayFi Group’s or a third party’s legitimate interests: (i) for direct marketing purposes; or (ii) to help detect, prevent, investigate, and prosecute fraud and/or other criminal activity, and share this data with legal, compliance, risk and managerial staff to assess suspicious activities; and/or
where You otherwise consent to the processing of personal data for any other specific purpose.
As a data controller, we will only use Your personal data for the purposes for which we collected it as set out in this Privacy Notice. If we need to use Your personal data for an unrelated purpose, we will contact You. In certain circumstances, we may share (or be required to share) Your personal data with regulatory, prosecuting and other governmental agencies or departments, and parties to litigation (whether pending or threatened), in any country or territory in accordance with Applicable Law.
We may transfer Your personal data outside of the British Virgin Islands, as permitted under Applicable Law. We will not sell Your personal data.
Your rights: You may have certain rights under Applicable Law, including:
the right to be informed as to how we collect and use Your personal data;
the right to access Your personal data;
the right to require us to stop direct marketing;
the right to have inaccurate or incomplete personal data corrected;
the right to withdraw Your consent and require us to stop processing or restrict the processing, or not begin the processing, of Your personal data;
the right to be notified of a data breach (unless the breach is unlikely to be prejudicial); and
the right to require us to delete Your personal data in some limited circumstances.
Please note that if You do not wish to provide us with requested personal data or subsequently withdraw Your consent, You may not be able to hold or otherwise deal with sGRID as it will affect the sGRID Vault’s ability to provide the Services.
Retention of Personal Data: The personal data shall not be held by the DayFi Group for longer than necessary with regard to the purposes of the data processing.
Changes to Privacy Notice: We encourage You to regularly review this and any updated Privacy Notice to ensure that You are always aware of how personal data is collected, used, stored and disclosed.
Contact Us: Please contact the DayFi Group if You have any questions about this Privacy Notice, the personal data we hold about You or to discuss Your rights under Applicable Law.
USER AGREEMENT
BY CHECKING THIS BOX AND PRESSING THE “I AGREE”, YOU:
TERMS. ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY, THE “TERMS”, AND EACH OTHER MATERIAL EXPRESSLY INCORPORATED BY REFERENCE (TOGETHER, THE “AGREEMENT”).
ELIGIBILITY & SANCTIONS. REPRESENT AND WARRANT THAT YOU ARE, AND WILL REMAIN, AN “ELIGIBLE USER” AND NOT A “RESTRICTED PERSON”, AND THAT YOUR USE OF THE SERVICES COMPLIES WITH APPLICABLE LAW (INCLUDING SANCTIONS, AML/CTF).
EXECUTION-ONLY; NO ADVICE; NO BROKERAGE/DEALING. ACKNOWLEDGE DAYFI PROVIDES DOES NOT ACT AS YOUR BROKER, DEALER, ARRANGER, INVESTMENT ADVISER, COMMODITY TRADING ADVISER, FIDUCIARY, CUSTODIAN OR TRUSTEE, AND OWES NO SUITABILITY, “BEST-EXECUTION,” CHAPERONING OR SUPERVISORY OBLIGATIONS. ALL DECISIONS TO PLACE OR EXECUTE TRADES ARE YOURS ALONE.
RISK ACKNOWLEDGEMENT. CONFIRM YOU HAVE READ AND UNDERSTOOD THE RISK FACTORS.
FINALITY; NO REFUNDS. ACKNOWLEDGE THAT ALL INSTRUCTIONS GIVEN TO THE SGRID VAULT ARE FINAL AND THERE ARE NO REFUNDS OR CANCELLATIONS, EXCEPT AS REQUIRED BY APPLICABLE LAW OR EXPRESSLY STATED IN THE AGREEMENT.
ELECTRONIC RECORDS & SIGNATURES. CONSENT TO THE USE OF ELECTRONIC RECORDS, DISCLOSURES AND SIGNATURES, AND TO RECEIVING NOTICES ELECTRONICALLY; YOU AGREE THE CLICK-WRAP CONSTITUTES YOUR SIGNATURE AND ACCEPTANCE OF THE AGREEMENT.
PRIVACY & COMPLIANCE. ACKNOWLEDGE THE PRIVACY POLICY AND CONSENT TO THE COLLECTION, USE AND DISCLOSURE OF INFORMATION FOR COMPLIANCE OBLIGATIONS (AML/SANCTIONS) AS DESCRIBED IN THE AGREEMENT.