DeFindex — Terms of Use

DeFindex is not a financial institution, money services business, custodian, broker, dealer, investment adviser, or financial intermediary. DeFindex Corp develops and operates non-custodial blockchain software infrastructure.

Access to this website, or any Site (as defined below), and use of the Services (as defined below) is not offered to persons or entities who reside in, are citizens of, are located in, are incorporated in, or have a registered office in any Restricted Territory (as defined below). If you are a Restricted Person, do not attempt to access or use the Services. The use of a virtual private network (“VPN”) to circumvent the restrictions set forth herein is prohibited.

These Terms of Use, together with any documents and additional terms they expressly incorporate by reference, including the Privacy Policy and any other terms and conditions that DeFindex Corp, a corporation organized under the laws of the Republic of Panama (“DeFindex,” “Company,” “We,” “Us,” or “Our”), posts publicly or makes available to you or a company or other legal entity that you represent (“you” or “your”) (collectively, these “Terms”), are entered into between DeFindex and you concerning your access to and use of DeFindex’s websites, web applications, APIs, smart contracts, and all associated services (collectively with any materials and services available therein, the “Site”).

Please read these Terms carefully. By clicking “I agree,” acknowledging these Terms by other means, or otherwise accessing or using the Site or the Services, you accept and agree to be bound by and to comply with these Terms. If you do not agree to these Terms, then you must not access or use the Site or the Services.

THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. PLEASE READ SECTION 16 CAREFULLY.

In these Terms, unless the context otherwise requires, the following terms shall have the meanings set forth below:

“Applicable Law” means any law, regulation, order, directive, or other legal requirement in any jurisdiction applicable to you, DeFindex, the Site, or the Services.

“API” means any application programming interface made available by DeFindex through the Site or otherwise, including the DeFindex API documented at https://api.defindex.io/docs.

“Digital Assets” means any digital asset, cryptocurrency, virtual currency, token, or other digital representation of value that is recorded on a distributed ledger or blockchain, including but not limited to stablecoins, governance tokens, utility tokens, and vault tokens.

“Governmental Authority” means any government, regulatory body, court, agency, department, commission, board, bureau, or other governmental, regulatory, judicial, or administrative authority having jurisdiction over DeFindex, the Site, the Services, or Users.

“Harvest Function” means any function, feature, process, or operation of or related to a Strategy smart contract that affects, applies, or relates outputs associated with one or more Underlying Protocols, in each case in accordance with the Strategy’s design, parameters, documentation, or coded logic.

“Partner” means a wallet provider, fintech application, neobank, or other third-party entity that integrates DeFindex infrastructure for the distribution of Vault and Strategy services to end users.

“Private Key” means the cryptographic key that enables a User to access, control, and transact with Digital Assets associated with a corresponding public address on a blockchain network.

“Restricted Person” means: (a) any Person located in, resident of, or organized under the laws of any Restricted Territory; (b) any Person identified on any sanctions list maintained by any Governmental Authority, including the United Nations Security Council Consolidated Sanctions List, the list of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), or any similar list maintained by the European Union, the United Kingdom, or any other relevant sanctions authority; (c) any Person owned or controlled by, or acting on behalf of, any Person described in clauses (a) or (b); or (d) any Person with whom transactions are prohibited or restricted under Applicable Law.

“Restricted Territory” means any country, territory, or jurisdiction: (a) that is subject to comprehensive sanctions administered or enforced by any Governmental Authority, including Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk regions of Ukraine, and Myanmar; (b) in which the provision of the Services would violate Applicable Law; or (c) as DeFindex may designate from time to time in its sole discretion for legal, regulatory, or business reasons.

“Self-Custodial” or “Non-Custodial” means that Users retain exclusive control and custody of their Private Keys and Digital Assets on the blockchain, and DeFindex does not hold, control, or have access to Users’ Private Keys or Digital Assets.

“Smart Contract” means an autonomous software program deployed on a cryptographically secured distributed ledger that executes predefined logic when triggered by on-chain transactions.

“Strategy” means a smart contract developed by DeFindex that encodes specific yield-generation logic and interacts with Underlying Protocols to execute that logic.

“Underlying Protocol” means any third-party, independently operated decentralized finance protocol, automated market maker, lending platform, staking mechanism, or other on-chain protocol with which DeFindex Strategies interacts.

“User” means any Person who accesses or uses the Site or Services.

“Vault” means a smart contract deployed through the DeFindex Vault Factory that accepts User deposits of Digital Assets, allocates those assets across whitelisted Strategies, and enables management from Vault Roles, fee collection, and User withdrawal.

“Vault Role” means the roles assignable within a Vault, including the Vault Manager, Rebalance Manager, Fee Receiver, and Emergency Manager, each of which is authorized to perform specified role-restricted functions within the Vault in accordance with the applicable smart contract logic and configuration. Each Vault Role is associated with an Address, which may be an externally controlled wallet address or a smart contract. Where a Vault Role is assigned to a smart contract, that smart contract may implement its own governance, access controls, conditions, or sub-roles. Vault Roles are the only roles with authority to perform role-restricted or other privileged actions within a Vault. None of the Vault Roles permits the direct withdrawal of End User funds from the Vault. The current role architecture is described in the DeFindex documentation at https://docs.defindex.io/getting-started/getting-started/vault-roles.

“Vault Manager” means the Vault Role that serves as the primary administrative role for a Vault and may, in accordance with the applicable smart contract logic and configuration, control certain Vault settings, role assignments, and upgrades, if enabled, and perform functions assigned to other Vault Roles.

In these Terms: (a) headings are for convenience of reference only and shall not affect interpretation; (b) the singular includes the plural and vice versa; (c) references to Sections are references to sections of these Terms; (d) “include,” “includes,” and “including” shall be deemed to be followed by “without limitation”; and (e) references to any Applicable Law shall include such law as amended, supplemented, or replaced from time to time.

2.1 Self-Custodial Technology Infrastructure

DeFindex develops and operates non-custodial blockchain software infrastructure. DeFindex:

• does not hold, store, control, or have access to Users’ Private Keys or Digital Assets;
• cannot initiate, authorize, or reverse any transactions on behalf of Users;
• cannot restore, recover, or provide access to lost Private Keys, seed phrases, or Digital Assets; and
• does not have the ability to freeze, block, or restrict User access to their Digital Assets held within Smart Contracts.

Users acknowledge and agree that they are solely responsible for the security and management of their Private Keys, seed phrases, passwords, and Digital Assets, and that the loss of any of the foregoing may result in the permanent and irreversible loss of Digital Assets.

2.2 Services Provided

DeFindex provides the following Services:

• Strategy Smart Contracts that automate yield-generation activities on Underlying Protocols;
• Vault Smart Contracts that manage Digital Asset allocation and distribution across whitelisted Strategies;
• execution of Harvest Function;
• Backend APIs and SDKs that enable Partner wallets and applications to integrate Vault and Strategy functionality;
• a web-based frontend interface for interacting with Vaults and Strategies; and
• developer documentation, educational content, and performance dashboards.

2.3 What DeFindex Does NOT Do

DeFindex does not:

• provide investment advice, financial recommendations, or discretionary trading services;
• guarantee or assure any yield, profit, or return on Users’ deposits;
• act as a broker, dealer, custodian, investment manager, exchange, or regulated financial services provider;
• operate, administer, or control the Underlying Protocols or their smart contracts;
• determine the terms, pricing, or parameters of yield products offered by Underlying Protocols;
• match, execute, clear, or settle trades, or act as counterparty to any transaction; or
• manage or ensure Underlying Protocols or their security.

2.4 Fee Mechanism

DeFindex’s revenue is derived from performance-based fees that are programmatically allocated by Vault Smart Contracts. Fees are deducted automatically from accrued rewards and distributed to designated fee receivers (which may include DeFindex and Partners) without DeFindex ever handling or custodying User funds. The fee percentage is set at Vault creation and may be modified by the Vault Role or the fee receiver within the smart contract-defined limits.

3.1 How Vaults Operate

Vaults are Smart Contracts deployed through the DeFindex Vault Factory that may:

• a. accept User deposits of specific Digital Assets;
• b. allocate deposited assets across whitelisted Strategies;
• c. permit Users to withdraw their Digital Assets and any accrued rewards when and as allowed by the applicable Vault’s smart contract logic and configuration, subject to blockchain network conditions and any pause, rescue, or other emergency actions affecting a Strategy;
• d. enable designated Vault Roles to perform specific administrative or operational functions; and
• e. automatically deduct and distribute performance-based fees.

Any person may create a Vault, define its whitelisted Strategies, and assign applicable Vault Roles, in each case subject to the Vault’s smart contract logic and configuration. DeFindex may, at its discretion, create Vaults on behalf of Partners or for its own products. Where DeFindex creates a Vault on behalf of a Partner, such an act constitutes a technical deployment and configuration service only and does not, by itself, make DeFindex the operator, administrator, manager, promoter, sponsor, fiduciary, custodian, agent, adviser, or other person responsible for that Vault, unless DeFindex is separately assigned a Vault Role or expressly assumes such responsibility in writing. Unless otherwise expressly stated, responsibility for the Vault’s configuration, governance, disclosures, strategy selection, fee settings, upgrades, and ongoing operation remains with the applicable Partner and/or the designated Vault Role holders, as reflected in the Vault’s smart contract logic and configuration.

3.2 Vault Roles

Each Vault may have certain administrative or operational roles assigned to designated blockchain addresses. These roles may include a Vault Manager, Rebalance Manager, Fee Receiver, and Emergency Manager. The Vault Manager may control certain Vault settings, role assignments, and upgrades (if enabled), and may perform functions assigned to other Vault Roles. The Rebalance Manager may allocate or reallocate Vault assets across whitelisted Strategies. The Fee Receiver may receive performance fees collected by the Vault and perform related fee-distribution functions. The Emergency Manager may take protective actions in response to risk events, including pausing, unpausing, rescuing, or unwinding Strategy exposure. Any Vault Role may be assigned to an externally controlled address or to a smart contract, and if assigned to a smart contract, that smart contract may implement its own governance, access controls, conditions, or sub-roles. All Vault Roles are subject to the applicable Vault’s smart contract logic and configuration. None of these Vault Roles can directly withdraw User funds from the Vault.

3.3 Vault Role Holder Responsibility and User Acknowledgment

Users acknowledge and agree that:

• a. actions taken by Vault Role holders may be discretionary and may affect a Vault’s operation, risk profile, returns, fees, available functionality, and Strategy exposure;
• b. DeFindex does not guarantee the competence, conduct, incentive alignment, or performance of any Partner, Vault Role holder, or other third party associated with a Vault;
• c. Users should evaluate the characteristics, governance, and control structure of a Vault before depositing, including who holds the applicable Vault Roles, whether a smart contract or governed mechanism holds any Vault Role, and whether the Vault is upgradeable;
• d. some Vaults may be configured as upgradeable, which means that their smart contract logic, functionality, or supported Strategies may be modified after deployment by the applicable authorized role or address, and any such change may increase risk, affect how the Vault operates, or result in partial or total loss of assets;
• e. Vault Role holders, including Partners and other non-DeFindex parties, may operate independently, and DeFindex makes no representation or warranty regarding their acts, omissions, or performance; and
• f. where DeFindex holds a Vault Role, any action taken by DeFindex in that capacity is performed subject to the applicable smart contract logic and configuration and, to the maximum extent permitted by Applicable Law, without liability for losses or underperformance resulting from discretionary role-based actions.
• g. Any Vault Role may be assigned to an externally controlled address or to a smart contract, and where a Vault Role is assigned to a smart contract, that smart contract may implement its own governance, access controls, conditions, or sub-roles.

4.1 Minimum Age and Capacity

To access or use the Site or Services, you must: (a) be at least eighteen (18) years of age (or the age of majority in your jurisdiction, whichever is greater); (b) have the full legal capacity to enter into these Terms; and (c) not be prohibited from using the Services under Applicable Law.

4.2 Restricted Territories and Persons

The Services are not offered to, and may not be used by, any Restricted Person. Without limiting the foregoing, Users represent and warrant that:

• they do not reside in, are not located in, or organized under the laws of, and do not have a registered office in any Restricted Territory;
• they are not the subject of any sanctions administered or enforced by OFAC, the United Nations Security Council, the European Union, His Majesty’s Treasury, or any other relevant sanctions authority;
• they will not use the Services to facilitate transactions involving any Restricted Person or Restricted Territory;
• the Digital Assets they use in connection with the Services are not derived from any prohibited or sanctioned activities; and
• they do not, and will not, use a VPN or any other privacy or anonymization tools to circumvent any restrictions that apply to the Site or the Services.

4.3 Panama Sanctions Framework

Access to and use of the Site is further restricted in accordance with the Republic of Panama’s obligations under Title VI of Law 23 of 2015, Executive Decree 587 of 2015, and Article 4 of the Political Constitution. Accordingly, Users who appear on the United Nations Security Council Consolidated Sanctions List are strictly prohibited from using the Site or interacting with DeFindex Smart Contracts. DeFindex may, at its discretion, additionally restrict access from users associated with high-risk jurisdictions or persons appearing on international control or reference lists (including OFAC, UK Treasury, EU, and FATF lists) as a voluntary risk-mitigation measure.

4.4 User Representations and Warranties

By accessing or using the Site or Services, you represent and warrant that:

• you own or are legally authorized to control the Digital Assets you deposit into Vaults;
• your Digital Assets are not proceeds of any crime, fraud, or unlawful activity;
• you comply with all applicable anti-money laundering, counter-terrorism financing, and similar laws and regulations;
• you understand the technical nature of blockchain, Smart Contracts, and decentralized finance;
• you have independently reviewed and accept the risks described in Section 11;
• your use of the Services does not violate any Applicable Law; and
• all information you provide is current, complete, and accurate.

4.5 Notification of Changes

You agree to immediately notify DeFindex if any of your representations or warranties become untrue or inaccurate, or if you become aware of any circumstances that would make your continued use of the Services unlawful.

4.6 Verification Rights

DeFindex reserves the right, at any time and in its sole discretion, to require Users to provide information and documentation for identity verification, jurisdictional compliance, or anti-money laundering screening. Failure to provide requested information may result in immediate suspension or termination of access to the Site and Services.

Users act as principals in all interactions with blockchain networks, Smart Contracts, and Underlying Protocols. DeFindex does not act as an agent, representative, or fiduciary for any User. Users are exclusively and solely responsible for:

• all decisions regarding Private Keys, Digital Assets, and transactions;
• review and approval of transaction details before signing any transaction using their locally-stored Private Key;
• compliance with Applicable Laws in their jurisdiction;
• tax reporting and obligations related to Digital Asset activities;
• due diligence regarding Strategies, Vaults, Underlying Protocols, and Partners;
• understanding the risks associated with Digital Assets and blockchain technology;
• implementing appropriate security measures for their Digital Assets and Private Keys; and
• maintaining the security and confidentiality of Private Keys, seed phrases, passwords, and other credentials associated with their blockchain wallets.

You shall not use the Site or Services to engage in any of the following Prohibited Uses. This list is illustrative and not exhaustive; DeFindex reserves the right to determine, in its sole discretion, whether your use constitutes a Prohibited Use.

• violate any Applicable Law, including anti-money laundering, counter-terrorist financing, or sanctions laws administered by OFAC, the United Nations Security Council, the European Union, or any other relevant authority;
• engage in fraud, deception, misrepresentation, market manipulation, wash trading, front-running, spoofing, or any other deceptive or manipulative activity;
• access or use the Services from any Restricted Territory, including through the use of a VPN;
• use automated tools, bots, or scripts to access the Site without DeFindex’s express written consent, except through the published API;
• interfere with, disrupt, negatively affect, or inhibit other Users from accessing or using the Services, or damage, disable, or impair the operation or security of the Site;
• introduce viruses, malware, or other malicious code into the Site or Services;
• attempt to circumvent any security measures, access controls, or content-filtering techniques;
• use the Services to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity;
• provide false, inaccurate, or misleading information while using the Services;
• create Vaults or deploy Strategies designed to defraud, mislead, or harm other Users; or
• encourage, induce, or assist any third party to engage in any Prohibited Use.

DeFindex reserves the right to investigate and take appropriate action against any User who violates these prohibitions, including suspending or terminating access and referring the matter to law enforcement or regulatory authorities.

7.1 Partner Wallets and Applications

DeFindex integrates with Partner wallets and fintech applications that distribute Vaults to end Users. Users accessing DeFindex through Partners acknowledge that:

• DeFindex does not operate, control, or maintain any Partner application;
• each Partner operates independently with its own terms of service, privacy policies, and risk profiles;
• Users interact directly with Partner applications, and DeFindex serves only as the underlying infrastructure provider.
• DeFindex makes no representations or warranties regarding the functionality, security, reliability, or legal compliance of any Partner; and
• DeFindex shall not be liable for Partner breaches, misrepresentations, failures, or actions.

7.2 Underlying Protocols and/or Assets

Strategies interact with independently operated Underlying Protocols and/or Assets. Users acknowledge that:

• DeFindex does not operate, control, or maintain any Underlying Protocols and/or Assets;
• Underlying Protocols and/or Assets are subject to their own risks, including smart contract vulnerabilities, governance changes, and regulatory actions;
• DeFindex makes no representations regarding the security, reliability, or continued operation of any Underlying Protocol and/or Assets; and
• Users assume all risks associated with interactions under the Underlying Protocol and/or Assets.

7.3 Third-Party Links and Resources

The Site may contain links to external websites, applications, or resources. DeFindex is not responsible for the availability, accuracy, or content of such third-party resources, and does not endorse any third-party products or services. Any reliance on third-party resources is at the User’s sole risk.

8.1 Performance Fees

DeFindex and, where applicable, Partners or other designated fee recipients may receive performance-based fees in connection with Vaults. Performance fees are:

• a. calculated as a percentage of net positive returns, accrued rewards, or other yield generated by the applicable Vault or Strategy, as determined by the applicable smart contract logic and Vault configuration;
• b. deducted, allocated, locked, released, and/or distributed automatically or programmatically by the applicable smart contracts to the relevant fee recipients, without DeFindex taking custody of User funds;
• c. set at Vault creation or otherwise determined pursuant to the applicable Vault configuration, and may be modified, in whole or in part, by DeFindex and/or the applicable authorized Vault Role holder, in each case in accordance with the applicable smart contract logic, Vault configuration, interface disclosures, and Applicable Law; and
• d. disclosed, reflected, or otherwise made available through the applicable smart contract logic, Site, interface, API documentation, Vault materials, or other relevant materials made available by DeFindex or the applicable Partner.

8.2 Additional Fee Models

DeFindex may, at any time and in its sole discretion, introduce, implement, modify, replace, increase, decrease, suspend, remove, or otherwise change any fee model or fee amount applicable to the Site or Services, including management fees at the Strategy or Vault level, API usage fees, vault creation fees, transaction-based fees, platform fees, service fees, spreads, or other economic terms. Any such fees or changes may become effective upon their reflection in the applicable smart contract logic, Vault configuration, Site, interface, API documentation, or other relevant materials made available by DeFindex, unless otherwise stated by DeFindex. They may apply without prior individualized notice, subject to Applicable Law.

8.3 Blockchain Network Fees

Users are solely responsible for all blockchain network fees, gas fees, validator fees, relayer fees, bridge fees, or similar third-party charges required to interact with the applicable blockchain network(s), smart contracts, Vaults, Strategies, or third-party protocols. DeFindex does not set, control, or retain such third-party fees unless expressly stated otherwise.

8.4 Non-Refundable Fees

Except to the extent required by Applicable Law, all fees, charges, and amounts allocated, deducted, distributed, or otherwise incurred in connection with the Site or Services are non-refundable, including where a Vault, Strategy, transaction, or integration underperforms, fails to achieve any expected result, is paused, upgraded, modified, rescued, unwound, or becomes unavailable.

8.5 Fee Disclosure and Controls

Users are responsible for reviewing the applicable fees and economic terms before interacting with any Vault, Strategy, API, or other Service. The fees applicable to a particular interaction may depend on the relevant smart contract logic, Vault configuration, user interface, Partner integration, and other contextual factors. By proceeding with the relevant interaction, the User authorizes the application of the fees then in effect as reflected or otherwise made available through the applicable DeFindex or Partner materials.

All information provided in connection with your access and use of the Site and Services is for informational purposes only and should not be construed as professional, financial, legal, or other advice. You should not take or refrain from taking any action based on any information contained on the Site or any other content that DeFindex may make available, including blog posts, dashboards (such as Dune Analytics), documentation, social media posts, tutorials, or videos.

Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from a qualified, licensed professional.

These Terms are not intended to, and do not, create or impose any fiduciary duties on DeFindex. To the fullest extent permitted by Applicable Law, DeFindex owes no fiduciary duties or liabilities to you or any other party. To the extent that any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities.

10.1 No Guarantee of Returns

DeFindex does not guarantee, promise, or imply guaranteed returns or yield. Past performance of any Strategy or Vault, as displayed on the Site or dashboards, is not indicative of future results. All information regarding historical performance is provided for informational purposes only.

10.2 Incentivized or Promotional Yield

DeFindex, a Partner, or a third party may, from time to time, provide additional rewards, subsidies, or other economic incentives to a Vault or Strategy, which may increase the yield, rewards rate, or other performance metrics displayed to Users. Any such incentivized or promotional yield may be temporary, discretionary, conditional, modified, suspended, or terminated at any time, and does not necessarily reflect the organic or base performance of the applicable Vault or Strategy. Unless expressly stated otherwise, Users acquire no vested right to the continuation of any such incentive, and DeFindex does not guarantee the duration, amount, or continued availability of any boosted or promotional yield.

10.3 Risk Disclosure for Complex Strategies

DeFindex is not obliged to provide specific, enhanced risk disclosures for advanced Strategies that involve leverage, looping, liquidation risk, or multi-step composability. You should understand that oracle dependencies, historical stress scenarios exist, and total loss is possible.

10.4 Data Accuracy

While DeFindex strives to provide accurate information, data displayed on the Site, APIs, or dashboards may be delayed, incomplete, or inaccurate. DeFindex does not guarantee the accuracy, completeness, or timeliness of any data, including performance metrics, yield rates, or transaction information. Users should independently verify all data on-chain before making decisions.

Without limiting the foregoing, any transaction templates, encoded instructions, calldata, unsigned transaction payloads, approval flows, or other transaction-related outputs generated or made available through the Site, APIs, SDKs, or dashboards are provided on an “as is” basis for informational and technical convenience only. DeFindex does not represent or warrant that any such output is accurate, complete, executable, successful, secure, suitable, or free from error. Users are solely responsible for independently reviewing and verifying all transaction parameters and underlying smart contract interactions before signing, submitting, or broadcasting any transaction.

BY ACCESSING OR USING THE SITE OR SERVICES, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE TO THE INHERENT RISKS ASSOCIATED WITH CRYPTOGRAPHIC SYSTEMS, BLOCKCHAIN-BASED NETWORKS, DIGITAL ASSETS, AND SMART CONTRACTS. YOU EXPRESSLY ASSUME ALL RISKS DESCRIBED IN THIS SECTION AND ELSEWHERE IN THESE TERMS.

11.1 Smart Contract and Technology Risk

Smart Contracts are complex software and may contain bugs, vulnerabilities, or design flaws. Although DeFindex Smart Contracts have been audited by third-party providers, audits do not guarantee the absence of defects. Users are exposed to the risk of loss from code errors in DeFindex Smart Contracts, vulnerabilities in Underlying Protocols, and exploits or hacks affecting any Smart Contract in the transaction chain.

11.2 Underlying Protocol Risk

Strategies depend on the continued operation and security of Underlying Protocols. DeFindex does not control these protocols and cannot protect Users from smart contract hacks or exploits, rug pulls, token devaluations, sudden cessation of rewards, governance attacks, or regulatory actions against Underlying Protocols.

11.3 Strategy and Yield Risk

Strategies may experience negative returns or total loss of deposits due to adverse market conditions, price slippage, low liquidity, changes in reward rates or incentive structures, improper harvest execution, curation or misconfiguration, or liquidation events in higher-risk strategies.

11.4 Leverage and Complex Strategy Risk

DeFindex may offer or enable advanced Strategies involving leverage, looping, or complex composability. These strategies carry substantially elevated risks: leveraged positions amplify both gains and losses; oracle price changes or liquidity constraints may trigger rapid liquidations; and multi-stage transactions may fail at any step, resulting in partial loss or stuck assets.

11.5 API and Infrastructure Risk

DeFindex provides APIs to facilitate Partner integration. API unavailability or downtime may prevent Users from accessing Vault data or generating transactions through Partner applications. Incorrect transaction data generated by APIs may cause Users to sign unintended transactions. API services are provided “as-is” without guaranteed uptime. Users should independently verify all transaction details on-chain before signing.

11.6 Bridge and Cross-Chain Risk

DeFindex may offer infrastructure that enables the movement of Digital Assets across blockchain networks through bridge mechanisms. Bridge transactions are subject to risks including smart contract failures, message delays, chain reorganizations, and total loss of bridged assets. DeFindex does not operate bridge protocols and shall not be liable for bridge failures.

11.7 Regulatory Risk

The regulatory framework governing blockchain technologies, Digital Assets, and decentralized finance is evolving and uncertain. New laws, regulations, or policies may have a material and adverse impact on the Services. Users are solely responsible for determining whether their use of the Services complies with Applicable Law in their jurisdiction.

11.8 Digital Asset Market Risk

Digital Asset markets are highly volatile. The value of deposited assets and earned rewards may fluctuate significantly, and Users may experience permanent capital losses. Users should carefully consider whether participating in DeFi strategies is suitable given their circumstances and financial resources.

11.9 Private Key and Wallet Risk

Users are solely responsible for the security of their Private Keys and wallet credentials. DeFindex does not have access to Users’ Private Keys and cannot restore lost keys or recover lost Digital Assets. Loss of Private Keys will result in permanent, irreversible loss of Digital Assets.

11.10 Cryptographic and Technological Advances

Advances in cryptography, including the development of quantum computing, may present risks to Digital Assets and blockchain security.

11.11 Assumption of All Risks

You acknowledge and agree that DeFindex shall have no responsibility or liability for any of the risks outlined in this Section 11. To the fullest extent permitted by Applicable Law, you hereby irrevocably waive, release, and discharge all claims, whether known or unknown, arising out of or relating to any of the risks outlined in this Section 11 against DeFindex, its affiliates, shareholders, directors, officers, employees, agents, representatives, suppliers, and contractors.

12.1 API Availability

DeFindex provides APIs and SDKs for Partner integration “as-is,” without guaranteed uptime or service-level agreements. DeFindex may modify or discontinue API endpoints with or without notice and shall not be liable for API downtime, data loss, or service interruptions. Partners should implement fallback mechanisms and independent monitoring.

12.2 API Data Accuracy

API responses provide transaction data and performance information. Such data may be delayed, incomplete, or incorrect. DeFindex does not guarantee the accuracy or completeness of API data, and Users should independently verify transactions on-chain before acting.

12.3 Transaction Signing Risk

When Users sign transactions via API-generated data, they are solely responsible for verifying transaction details before signing. DeFindex does not guarantee that API-generated transactions will execute as intended and shall not be liable for loss arising from malformed or unintended transactions.

13.1 License Grant

Subject to these Terms, DeFindex grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Site and Services solely for personal or internal business purposes. This license does not grant any rights to copy, reproduce, commercialize, or modify the Site beyond what is expressly permitted.

13.2 Restrictions

Except as expressly permitted, you may not:

• copy, modify, distribute, create derivative works of, or decompile the Services;
• reverse engineer, disassemble, or attempt to derive the source code of any software included in the Services;
• remove or alter any proprietary notices, labels, or marks;
• use scraping or data-mining techniques except as expressly permitted;
• resell, sublicense, assign, or otherwise transfer rights to the Services without prior written consent; or
• circumvent any security measures or access controls.

13.3 Open-Source Components

Certain components of the Services may be subject to open-source licenses. Such components remain under their original licenses. DeFindex provides open-source components “as is” without additional warranties.

13.4 Trademarks

The DeFindex name, logo, and other DeFindex trademarks are proprietary to DeFindex. Users may not use DeFindex trademarks without prior written consent. “Powered by DeFindex” attribution may be required for Partner integrations as specified in applicable Partner agreements.

13.5 Feedback

Any feedback, suggestions, or ideas you provide to DeFindex are made on a non-confidential, non-proprietary basis. By submitting feedback, you grant DeFindex a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and disclose such feedback for any purpose.

THE SITE AND SERVICES (INCLUDING ANY CONTENT, DATA, SMART CONTRACTS, OR FUNCTIONALITY) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

DEFINDEX EXPRESSLY DISCLAIMS, AND YOU HEREBY WAIVE, ANY REPRESENTATIONS, CONDITIONS, OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, LEGAL, STATUTORY, OR ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR OTHERWISE.

WITHOUT LIMITING THE FOREGOING, DEFINDEX DOES NOT REPRESENT OR WARRANT THAT: (A) THE SITE OR SERVICES WILL BE UNINTERRUPTED, AVAILABLE AT ANY PARTICULAR TIME, OR ERROR-FREE; (B) ANY DEFECTS OR ERRORS WILL BE IDENTIFIED OR CORRECTED; (C) ANY STRATEGY OR VAULT WILL PERFORM AS INTENDED, GENERATE PROFITS, OR ACHIEVE TARGET RETURNS; OR (D) THE SMART CONTRACTS ARE FREE FROM VULNERABILITIES OR EXPLOITS.

DEFINDEX DOES NOT OPERATE, CONTROL, OR MAINTAIN THE UNDERLYING PROTOCOLS OR BLOCKCHAIN NETWORKS AND MAKES NO REPRESENTATION OR WARRANTY REGARDING THEIR LEGAL OR REGULATORY STATUS IN ANY JURISDICTION.

THE COMPANY HAS NO RESPONSIBILITY OR LIABILITY TO ANY PERSON FOR ANY LOSSES THAT THEY MAY INCUR AS A RESULT OF THEIR ACCESS OR USE OF THE SITE OR SERVICES FOR ANY REASON WHATSOEVER, INCLUDING LOSSES ARISING FROM SOFTWARE DEFECTS, MALFUNCTIONS, OR LACK OF ACCESS.

YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE SITE AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK.

15.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL DEFINDEX, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SHAREHOLDERS, OR CONTRACTORS (COLLECTIVELY, THE “RISK LIMITED PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR SIMILAR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOSS OF DIGITAL ASSETS, LOSS OF PROFITS, REVENUE, DATA, OPPORTUNITIES, GOODWILL, OR OTHER BUSINESS OR FINANCIAL BENEFIT, ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, ANY SMART CONTRACT, ANY STRATEGY, ANY VAULT, OR ANY DIGITAL ASSET, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, OR ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT DEFINDEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, DEFINDEX’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, OR THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO DEFINDEX IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF NO FEES HAVE BEEN PAID, LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

15.3 Exceptions

The limitations in this Section 15 do not apply to: (a) claims for death or personal injury caused by gross negligence; (b) DeFindex’s fraud or willful misconduct; or (c) liabilities that cannot be excluded or limited by Applicable Law.

15.4 Extension to Related Parties

All limitations, waivers, and disclaimers applicable to DeFindex shall also apply equally to its affiliates, contributors, owners, directors, officers, employees, contractors, agents, and service providers.

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT OR TO HAVE A JURY HEAR YOUR CLAIMS.

16.1 Governing Law

These Terms and any relationship, right, obligation, dispute, or claim arising from or related to the Site or Services shall be governed by and construed exclusively in accordance with the substantive laws of the Republic of Panama, without regard to conflict of laws principles.

16.2 Good Faith Negotiation

Before initiating any legal proceeding, you and DeFindex shall first attempt to resolve any dispute through good-faith negotiations. The aggrieved party shall provide written notice specifying the nature of the dispute. The receiving party shall have thirty (30) days to provide a written response. Within sixty (60) days after the initial notice, the parties shall meet and confer in good faith by videoconference to attempt resolution.

16.3 Mandatory Conciliation and Arbitration

Any dispute that cannot be resolved through negotiation shall be submitted to conciliation and, if necessary, arbitration administered by the Centro de Conciliación y Arbitraje de Panamá (CECAP) in accordance with its procedural rules. The proceedings shall be conducted as follows:

• Number of arbitrators: one (1);
• Seat of arbitration: Panama City, Republic of Panama;
• Language: Spanish;
• Governing law: substantive law of the Republic of Panama;
• The arbitral award shall be final and binding.

16.4 Class Action Waiver

ALL PROCEEDINGS UNDER THIS SECTION SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE CLAIM, OR ON BEHALF OF ANY THIRD PARTY. EACH USER EXPRESSLY WAIVES ANY RIGHT TO PARTICIPATE AS A CLASS MEMBER, REPRESENTATIVE, OR CLAIMANT IN ANY SUCH PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

16.5 Injunctive Relief

Notwithstanding Section 16.3, DeFindex may request interim, precautionary, or injunctive measures before any competent court to protect its legal rights. Such measures shall not constitute a waiver of arbitration.

16.6 Confidentiality

The parties agree to maintain confidentiality as to the existence and content of all conciliation and arbitration proceedings, except where disclosure is required by law or to enforce an award.

16.7 Limitation on Time to File Claims

ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH A CLAIM IS PERMANENTLY BARRED.

You agree to defend, indemnify, and hold harmless DeFindex, its affiliates, directors, officers, employees, agents, representatives, suppliers, and contractors (collectively, the “Indemnified Parties”) from and against any claims, demands, lawsuits, actions, proceedings, investigations, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to:

• your access to and use of the Site or Services;
• any Digital Assets associated with your wallet address;
• any interaction with Vaults, Strategies, or Underlying Protocols;
• your breach or alleged breach of these Terms;
• your violation of any Applicable Law; and
• your violation, infringement, or misappropriation of the rights of any other person or entity.

If you are obligated to indemnify any Indemnified Party, DeFindex shall have the right to control the defense and settlement of any such claim. You agree to cooperate fully with DeFindex in the defense of any such claim and shall not settle any claim without DeFindex’s prior written consent.

You are exclusively and solely responsible for any tax liabilities that may arise from your activities through the Site or Services. It is your sole responsibility to ensure that all taxes are properly accounted for, reported, and paid. DeFindex does not undertake any obligation to report, collect, or disburse taxes on your behalf. You hereby hold DeFindex harmless from any claims, losses, damages, or demands arising in connection with taxes you may owe as a result of use of the Services.

19.1 Modifications to Terms

DeFindex reserves the right to modify these Terms from time to time. Changes will be effective upon posting on the Site. Your continued use of the Services after such posting constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services immediately.

19.2 Service Modification and Termination

DeFindex may, in its sole discretion, modify, suspend, or discontinue the Site or Services, in whole or in part, temporarily or permanently, at any time and with or without notice. DeFindex will not be liable for any losses resulting from modifications, suspensions, or terminations.

19.3 User Withdrawal

You may withdraw your Digital Assets and any accrued rewards from a Vault when permitted by the applicable Vault’s smart contract logic and configuration, subject to blockchain network conditions and any pause, rescue, or other emergency actions affecting a Strategy.

19.4 Survival

The following Sections shall survive any expiration or termination: Sections 1, 9, 11, 13, 14, 15, 16, 17, 18, and 20, in addition to any other provision which by law or by its nature should survive.

20.1 Entire Agreement

These Terms constitute the entire agreement between you and DeFindex regarding the Site and Services, and supersede all prior agreements, understandings, and representations.

20.2 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, such provision shall be interpreted as closely as possible to reflect the parties’ original intention, and the remaining provisions shall remain in full force and effect.

20.3 Waiver

DeFindex’s failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing.

20.4 Assignment

These Terms may not be transferred or assigned by you without DeFindex’s prior written consent. DeFindex may assign or transfer any or all of its rights or obligations under these Terms without restriction.

20.5 No Third-Party Beneficiaries

Except as otherwise expressly provided, there are no third-party beneficiaries to these Terms other than the Indemnified Parties.

20.6 Force Majeure

DeFindex shall not be liable for any delay, failure, or inability to perform any obligation under these Terms due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, government regulations, pandemics, network failures, blockchain malfunctions, hacks, attacks on service providers, power failures, or equipment malfunctions.

20.7 No Regulatory Supervision

DeFindex is not registered, qualified, licensed, supervised, or regulated by any governmental authority or financial regulator, whether in the Republic of Panama or in any other jurisdiction. No public authority has reviewed, approved, endorsed, or verified the accuracy, suitability, or completeness of the information made available through the Site.

20.8 Electronic Communications

You consent to receive all communications, agreements, documents, notices, and disclosures electronically, including by posting on the Site or by email. DeFindex recommends that you maintain copies of all communications.

20.9 Contact

For questions regarding these Terms, contact DeFindex at: hello@defindex.io

By accessing or using the Site or Services, you acknowledge that you have read and understood these Terms of Use, have carefully reviewed the risk disclosures in Section 11, agree to the arbitration and class action waiver provisions in Section 16, and agree to be bound by all provisions herein.