Terms of Use

THE SERVICES (AS DEFINED HEREIN) 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 PRINCIPAL PLACE OF BUSINESS IN ANY RESTRICTED JURISDICTION OR COUNTRY SUBJECT TO ANY SANCTIONS OR RESTRICTIONS PURSUANT TO ANY APPLICABLE LAW, INCLUDING THE CRIMEA REGION, CUBA, DONETSK PEOPLE’S REPUBLIC REGION OF UKRAINE, IRAN, LUHANSK PEOPLE’S REPUBLIC REGION OF UKRAINE, NORTH KOREA, RUSSIA, SOUTH SUDAN, SUDAN (NORTH), SYRIA, THE UNITED STATES, OR ANY OTHER COUNTRY IN WHICH CANADA, THE UNITED STATES, THE UNITED KINGDOM, THE EUROPEAN UNION, THE REPUBLIC OF PANAMA, THE UNITED NATIONS SECURITY COUNCIL OR ANY OTHER JURISDICTION EMBARGOES GOODS OR IMPOSES SIMILAR SANCTIONS, OR ANY JURISDICTIONS IN WHICH THE TRANSACTING OF CRYPTOCURRENCIES IS PROHIBITED OR RESTRICTED IN ANY FORM OR MANNER (COLLECTIVELY, THE “RESTRICTED JURISDICTIONS” AND EACH A “RESTRICTED JURISDICTION”) OR ANY PERSON OWNED, CONTROLLED, LOCATED IN OR ORGANIZED UNDER THE LAWS OF ANY RESTRICTED JURISDICTION OR AFFILIATED WITH ANY SUCH PERSON, ANY PERSON LISTED ON ANY SANCTIONS LIST MAINTAINED BY CANADA, THE UNITED STATES, THE UNITED KINGDOM, THE EUROPEAN UNION, THE REPUBLIC OF PANAMA, THE UNITED NATIONS SECURITY COUNCIL OR ANY OTHER JURISDICTION, OR A RESIDENT OF OR LOCATED IN ANY COUNTRY OR JURISDICTION THAT RESTRICTS ACCESS TO OR PROHIBITS USE OF DIGITAL ASSETS OR CRYPTOCURRENCIES (COLLECTIVELY, “RESTRICTED PERSONS”). THERE ARE NO EXCEPTIONS. IF YOU ARE A RESTRICTED PERSON, OR LOCATED IN A RESTRICTED JURISDICTION, THEN DO NOT USE OR ATTEMPT TO USE THE SERVICES EITHER DIRECTLY OR INDIRECTLY. USE OF ANY TECHNOLOGY OR MECHANISM, SUCH AS A VIRTUAL PRIVATE NETWORK, TO CIRCUMVENT OR ATTEMPT TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS STRICTLY PROHIBITED.

BY USING THE SERVICES, YOU WARRANT AND REPRESENT THAT (I) YOU ARE NOT A RESTRICTED PERSON; AND (II) 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 TO US 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.

These terms of use are entered into by and between you and QMC Finance (“Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of qmc.finance, including any content, functionality, and services offered on or through https://www.qmc.finance/ (the “Website” and our proprietary website application available therefrom (collectively, the “Services”)), whether as a guest or a registered user, but excluding any third-party materials, technology, smart contracts or applications.
If you engage with the Services under authority from a different party or on another party’s behalf, then “you” (and its variants, including “your”) as used herein refers to that person on whose behalf the Services are used (e.g., an employer). If the person engaging with our Services is an individual, acting in their own individual capacity, then “you” (and its variants) refers to that individual. If any person is using the Services on your behalf, you agree that you are responsible for the actions and inactions of all such persons.

Please read these Terms of Use carefully before you start to use the Services. By using the Services or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not wish to agree to these Terms of Use or the Privacy Policy you must not access or use the Services.

NEITHER WE NOR OUR SERVICE PROVIDERS ARE RESPONSIBLE FOR ANY ACTIVITIES THAT YOU ENGAGE IN WHEN USING ANY ONLINE SERVICES OR BLOCKCHAIN TECHNOLOGIES NOT PROVIDED BY US.

The Services are not intended to be used by persons who are under the age of eighteen (18) years. You represent and warrant throughout the term of your use of the Services that you are of the age of eighteen (18) years or over or otherwise of legal age to form a binding contract, and that you have legal and mental capacity to enter into these Terms of Use.

You further represent and warrant that: (i) your funds are not derived from or in any way connected to any illegal, unauthorized, or restricted sources (including any Restricted Jurisdictions or Restricted Persons); (ii) you have the right to engage in all transactions and all activities that you participate in on or through the Services; and (iii) you are not a Restricted Person or connected to one in any way, and you are not located in a Restricted Jurisdiction.

The Platform enables Users to access Vaults, each of which provides economic exposure to one or more Strategies, as further described in the applicable Documentation.

By accessing the Platform, connecting a Wallet, depositing into a Vault, redeeming Vault Shares, or otherwise using the Services, a User agrees to be bound by these Terms. If a User does not agree to these Terms, that User must not access or use the Platform.
These Terms constitute a legally binding agreement between Us and each User. These Terms are intended to be read together with the Documentation, and certain implementation, operational, and technical details are intentionally addressed in the Documentation rather than in these Terms, as described in Section 3.1.

These Terms are drafted to remain stable as the Platform evolves. The addition of new Vaults, Strategies, Blockchain Networks, Third-Party Providers, interfaces, or applications are addressed through the Documentation and does not, of itself, require an amendment of these Terms.

These Terms incorporate by reference the following documents, each as may be adopted, updated, or replaced by us from time to time and made available on the Platform (together with these Terms, the “Agreement”):

(a) the Privacy Policy, governing the collection, use, and disclosure of information in connection with the Platform;

(b) the Risk & Security Disclosures, describing risk factors associated with the Platform, and the Vaults;

(c) the Cookie Policy, governing the use of cookies and similar technologies on the Platform;

(d) the Fee Schedule, describing the Fees applicable to the Platform and the Vaults;

(e) the Security Overview, describing security practices applicable to the Platform;

(f) the AML & Sanctions Policy, describing eligibility, screening, and compliance measures applicable to Users;

(g) the Product Documentation and Platform Documentation, describing the operation of the Platform, the Vaults; and

(h) any Additional Terms applicable to a specific Vault, product, feature, jurisdiction, or category of User.

Each document listed above forms part of the Agreement and is binding on each User to the same extent as these Terms. In the event of a direct conflict between these Terms and a document listed above, these Terms govern with respect to the subject matter expressly addressed in these Terms, and the relevant document governs with respect to matters within its specific subject matter that are not expressly addressed in these Terms. Additional Terms applicable to a specific Vault or product govern over these Terms and any other Documentation solely with respect to that Vault or product, to the extent of any express and direct conflict.

We may introduce, update, replace, or reorganize any document listed above, or introduce new categories of Documentation, without amending these Terms, provided that such action does not materially conflict with the express terms of this Agreement. This structure is intended to allow the Platform and the Vaults to evolve — including through the addition of new Vaults, Blockchain Networks, Third-Party Providers, products, interfaces, and applications — without requiring repeated amendment of these Terms.

A User is responsible for reviewing the Documentation applicable to any Vault, product, or feature the User intends to use, in addition to these Terms, before doing so.

The terms below have the meanings given in this Section 3, grouped by function. Other capitalized terms used in these Terms have the meanings given to them where they first appear. Unless the context requires otherwise: (i) headings are for convenience only and do not affect interpretation; (ii) “including” and “includes” mean “including, without limitation”; (iii) references to a law or regulation include amendments and successor provisions; (iv) the singular includes the plural and vice versa; and (v) references to “Sections” are references to sections of these Terms unless stated otherwise.

“Platform” means the website located at QMC.finance, together with any related applications, dashboards, interfaces, smart contracts, application programming interfaces, and services made available by or on behalf of us on any Blockchain Network and through any interface, including web, mobile, or programmatic access, whether existing as of the date of these Terms or introduced afterward.

“Services” means any product, feature, or functionality made available through the Platform, including access to Vaults, and Vault Shares.

“Documentation” means all technical documentation, product documentation, Vault documentation, redemption procedures, descriptions of supported Digital Assets, technical specifications, developer documentation, application programming interface references, frequently asked questions, fee schedules, security disclosures, operational notices, and any other materials designated by us as forming part of the Documentation, in each case as made available on the Platform or otherwise published by us, and as updated from time to time. Where these Terms state that a matter is “described in the Documentation,” the relevant Documentation forms part of the Agreement with respect to that matter, and we may update such Documentation without amending these Terms, subject to Section 5.

“Additional Terms” means supplemental terms applicable to a specific Vault, product, feature, jurisdiction, or category of User, as published by us and incorporated by reference under Section 2.

“Effective Date” means, with respect to any version of these Terms or any Documentation, the date on which that version takes effect, as stated on the Platform.

“Vault” means any product made available through the Platform that provides economic exposure to one or more Strategies, as described in the Documentation. The Platform may make available one or more Vaults at any time, and the number, type, and characteristics of Vaults available are described in the Documentation and may change without amendment to these Terms.

“Strategy” means an investment, trading, or allocation strategy to which a Vault provides economic exposure, whether operated by us or by a third party, as described in the Documentation.

“Vault Share” means a digital token issued in connection with a Vault that reflects a User’s participation in that Vault, as described in the Documentation.

“NAV” means the net asset value attributed to a Vault, or to a Vault Share, as calculated and published in accordance with the Documentation.

“Deposit” means the transfer of a Digital Asset by a User into a Vault in accordance with the Documentation, in exchange for a corresponding Vault Share.

“Redemption” means the process by which a User exchanges a Vault Share for the corresponding underlying value, in accordance with the Documentation applicable to that Vault.

“Lock-Up Period” means any period, described in the Documentation applicable to a Vault, during which Redemption is restricted or unavailable.

“Gate” means any mechanism described in the Documentation that limits, delays, prorates, or suspends Redemptions from a Vault, whether generally or during periods of market stress or operational disruption.

“User” “you,” or “your” means any person or entity that accesses the Platform, connects a Wallet, or otherwise uses the Services.

“Wallet” means a self-custodial or third-party digital asset wallet, address, or account that a User connects to, or otherwise uses to interact with, the Platform.

“Affiliate” means, with respect to us, any entity that directly or indirectly controls, is controlled by, or is under common control with us.

“Administrator” means an independent third party engaged from time to time to calculate, verify, or publish NAV or other performance data in connection with one or more Vaults, as described in the Documentation.

“Oracle Provider” means a third party or protocol that supplies pricing, reference, or other data used by the Platform or a Vault, as described in the Documentation.

“Execution Provider” means a third party through which trading, custody, execution, brokerage, or similar services are provided in connection with a Strategy, as described in the Documentation.

“Third-Party Provider” means, collectively or individually, any Administrator, Oracle Provider, Execution Provider, custodian, exchange, broker, auditor, or other third party that provides infrastructure, data, custody, execution, or administrative services used in connection with the Platform, a Vault, or a Strategy, as described in the Documentation.

“Blockchain Network” means any distributed ledger or blockchain network on which the Platform, a Vault, a Vault Share, operates or is made available, as described in the Documentation.

“Digital Asset” means any cryptographically secured digital representation of value or rights, including cryptocurrencies, tokens, and stablecoins, that may be deposited into, held by, or issued by the Platform or a Vault, as described in the Documentation.

“Smart Contract” means any self-executing computer program deployed on a Blockchain Network that forms part of the Platform, or a Vault, as described in the Documentation.

“Fees” means any management fee, performance fee, entrance fee, exit fee, or other fee or charge applicable to a Vault, or the Platform, as described in the Fee Schedule.

“Fee Schedule” means the then-current schedule of Fees published by us as part of the Documentation.

“Sanctions List” means any list of designated, restricted, blocked, or debarred persons or entities maintained by the United Nations, the United States, the European Union, the United Kingdom, the Republic of Panama, or any other governmental authority with jurisdiction over us or the Platform, as described in the AML & Sanctions Policy.

“Restricted Jurisdiction” means any jurisdiction identified as ineligible for access to the Platform, or a Vault, whether generally or with respect to a specific Vault or product, as described in the AML & Sanctions Policy.

“Business Day” means a day other than a Saturday, Sunday, or public holiday in the Republic of Panama.

“Insolvency Event” means, with respect to a Third-Party Provider, the commencement of bankruptcy, insolvency, liquidation, receivership, or similar proceedings, or an assignment for the benefit of creditors.

“Application” means any web, mobile, or programmatic application through which the Platform may be accessed, whether developed by us or a third party operating under an agreement with us.

“API” means any application programming interface made available by us to permit programmatic access to the Platform, as described in the Documentation.

To access or use the Platform, a User represents and warrants, on a continuing basis throughout the period of the User’s access to and use of the Platform, that:

(a) the User is at least eighteen (18) years of age, or the age of legal majority in the User’s jurisdiction of residence, whichever is greater;

(b) the User has full legal capacity and authority to enter into and be bound by these Terms and, if entering into these Terms on behalf of an entity, has authority to bind that entity to these Terms;

(c) the User is not located in, incorporated or organized under the laws of, or a resident of, any jurisdiction in which access to or use of the Platform, or a Vault would be unlawful, including any jurisdiction subject to comprehensive sanctions administered by the United Nations, the United States, the European Union, the United Kingdom, or the Republic of Panama;

(d) the User is not, and does not act for or on behalf of, any person or entity that is subject to sanctions, or that is identified on any restricted party, denied person, debarment, or watch list maintained by the foregoing authorities or any other applicable governmental authority;

(e) the User has not been convicted of, and is not under investigation for, money laundering, terrorist financing, fraud, or any similar offense;

(f) the funds or Digital Assets used by the User in connection with the Platform were not, and will not be, derived from or used in connection with any unlawful activity; and

(g) the User’s access to and use of the Platform complies with all laws and regulations applicable to the User, including in the User’s jurisdiction of residence or incorporation; and

(h) where the Documentation applicable to a Vault or product designates it as available only to professional, institutional, qualified, or accredited investors (however defined in the relevant Documentation), the User meets the applicable criteria.

We may, at its discretion, restrict, condition, suspend, or refuse access to the Platform, in whole or in part, for any User, category of User, or Restricted Jurisdiction, including on the basis of the criteria described in the AML & Sanctions Policy, and may require a User to provide information or documentation to verify compliance with this Section 4. We may rely on any representation made under this Section 4 without independent investigation, but reserves the right to conduct diligence, screening, or monitoring, including by reference to a Sanctions List, as described in the AML & Sanctions Policy.

We may amend these Terms, and any document incorporated by reference under Section 2 (Legal Framework), at any time, by posting the amended version on the Platform, together with the date on which it takes effect. Except where a longer notice period is required by applicable law, or where we elects to provide additional notice, amendments take effect when posted.

A User’s continued access to or use of the Platform after an amendment takes effect constitutes the User’s acceptance of the amended Terms. If a User does not agree to an amendment, the User’s sole and exclusive remedy is to discontinue use of the Platform and, where applicable and subject to the Documentation, redeem the User’s Vault Shares prior to the effective date of the amendment.

We will use reasonable efforts to provide advance notice of amendments that materially and adversely affect Users, through the Platform or other means of communication made available by the User, but the effectiveness of an amendment is not conditioned on a User’s actual receipt of such notice.

The Platform provides access to Vaults. Each Vault provides economic exposure to one or more Strategies, which may be operated by us or by a third party. The specific Vaults available through the Platform at any time, the Strategies to which they provide exposure, and their operational characteristics, are described in the Documentation and may change without amendment to these Terms.

Nature of the Platform. The Platform provides software interfaces, smart contract integrations, and administrative functionality that enable Users to access Vaults and related Services. Except where expressly described in the Documentation applicable to a particular Vault, we do not act as a broker, dealer, exchange, custodian, investment adviser, fiduciary, or financial intermediary with respect to a User’s Wallet or Digital Assets.

User-Initiated Transactions. All Deposits, Redemptions, Wallet connections, Smart Contract interactions, and other blockchain transactions are initiated solely by the User. We do not originate, authorize, or submit blockchain transactions on behalf of Users and is not responsible for transactions initiated using a User’s Wallet.

Future Functionality. References on the Platform or in the Documentation to planned Vaults, Blockchain Networks, Strategies, integrations, products, or features are provided solely for informational purposes and do not constitute a commitment that such functionality will be developed, launched, or maintained.

The Platform may operate on one or more Blockchain Networks and may be accessed through one or more interfaces, including web, mobile, or programmatic interfaces, as described in the Documentation. We may add, modify, or discontinue any Blockchain Network, interface, Vault, or Service at its discretion, subject to any applicable notice requirements described in the Documentation.

We do not guarantee the availability of the Platform at any time, and may suspend, restrict, or discontinue access to the Platform, in whole or in part, for maintenance, security, legal, or operational reasons, or as otherwise described in these Terms.

The Platform may be made available directly by us or through an Affiliate, and references to us in these Terms include, where applicable, the relevant operating Affiliate.

We may make an API available to permit programmatic access to the Platform. Use of an API is subject to these Terms and any additional terms, rate limits, or authentication requirements described in the Documentation. We may modify, restrict, or discontinue API access at its discretion, including where necessary to protect the security or stability of the Platform.

A User accesses the Platform by connecting a Wallet. A User is solely responsible for the security of the User’s Wallet, including any private keys, seed phrases, or authentication credentials associated with it. We do not custody, control, or have access to a User’s Wallet or the Digital Assets held in it, except to the extent Digital Assets have been deposited into a Vault in accordance with the Documentation.

Blockchain transactions are generally irreversible once confirmed on the applicable Blockchain Network. We cannot reverse, cancel, recover, or modify blockchain transactions, recover lost private keys, restore access to a Wallet, or recover Digital Assets transferred to an incorrect address or Blockchain Network.

A User is solely responsible for all activity conducted through the User’s Wallet in connection with the Platform, whether or not authorized by the User, except to the extent such activity results directly from our gross negligence or willful misconduct. We are not responsible for any loss arising from a User’s failure to secure the User’s Wallet, including loss of private keys, phishing, or unauthorized access by a third party.

A User is responsible for verifying that any Wallet used to interact with the Platform is compatible with the applicable Blockchain Network and Vault, and for any loss resulting from the use of an incompatible or improperly configured Wallet.

A Vault provides economic exposure to one or more Strategies. Deposits into, and Redemptions from, a Vault are made in accordance with the Documentation applicable to that Vault, which may specify eligible Digital Assets, minimum or maximum Deposit amounts, Redemption windows, notice periods, Lock-Up Periods, or Gates applicable during periods of market stress or operational disruption.

NAV in respect of a Vault is calculated and published in accordance with the Documentation, using data provided by one or more Administrators, Oracle Providers, or other Third-Party Providers. We do not guarantee the accuracy, completeness, or timeliness of NAV or any other data published in connection with a Vault, and disclaim all liability with respect to such data to the fullest extent permitted by applicable law.

A Vault may operate through a Strategy operated directly by Us or by a third-party Strategy provider. Where a Strategy is operated by a third party, our role is limited to making the Vault available on the Platform, and We do not control, and is not responsible for, the operation, performance, or conduct of that third party, except as expressly described in the Documentation applicable to that Vault.

We may impose a Gate on a Vault at its discretion, including where a Third-Party Provider imposes its own liquidity, withdrawal, or operational restrictions, where necessary to protect the interests of Users generally, or where required to maintain orderly Redemptions during periods of market stress. The circumstances in which a Gate may apply, and the mechanics of any Gate, are described in the Documentation applicable to the relevant Vault.

Emergency Measures. We may temporarily suspend Deposits, Redemptions, NAV calculations, or access to a Vault where reasonably necessary to respond to a Security Incident, Smart Contract vulnerability, Oracle failure, Blockchain disruption, market emergency, operational failure, or other circumstance that we reasonably believe could materially affect Users or the orderly operation of the Platform.

Oracle Disruptions. Where pricing, reference data, or other information supplied by an Oracle Provider becomes unavailable, delayed, inaccurate, or unreliable, we may suspend or delay NAV calculations, Deposits, Redemptions, or other Services until reliable data becomes available.

Protocol Upgrades. We may upgrade, replace, migrate, pause, or discontinue any Smart Contract or technical infrastructure supporting a Vault where reasonably necessary for security, regulatory compliance, operational integrity, or product improvements. Where practicable, Users will receive advance notice through the Platform.

We may modify the terms applicable to a Vault, including its Strategy, Third-Party Providers, Redemption mechanics, or Fees, prospectively, by updating the Documentation, and may pause, Gate, or discontinue a Vault at its discretion, including where necessary to protect Users or to respond to conditions affecting a Strategy, a Third-Party Provider, or a Blockchain Network. Where we discontinue a Vault, the Documentation applicable to that Vault will describe the applicable wind-down and Redemption process.

The pricing methodology applied to a Deposit or Redemption, including the NAV, cut-off time, and valuation date applied, and whether settlement occurs in the relevant Digital Asset, in kind, or otherwise, is described in the Documentation applicable to the relevant Vault and may differ between Vaults. A Vault’s financial data, including NAV, is not necessarily prepared in accordance with any particular accounting standard and is not necessarily subject to independent audit, unless expressly stated in the Documentation applicable to that Vault.

If a User disputes the NAV applied to a Deposit or Redemption, the User must notify Us in writing within the period described in the DocumentationWe will refer any disputed calculation to the applicable Administrator for review, and the Administrator’s determination, absent manifest error, is final and binding on the User for purposes of these Terms.

A Vault Share evidences a User’s beneficial participation in the economic performance of the applicable Vault, as described in the Documentation. A Vault Share does not constitute equity, a partnership interest, or any other ownership interest in us, any Affiliate, any Strategy, or the underlying assets held or traded by a Vault. Unless expressly stated in the applicable Documentation, a Vault Share does not confer voting rights, governance rights, dividend rights, or any entitlement to a fixed or guaranteed return.

The characteristics of a Vault Share, including its transferability, Redemption mechanics, applicable Blockchain Network, and any restrictions applicable to it, are described in the Documentation and may vary by Vault, Blockchain Network, or category of User. A User is solely responsible for any transfer of a Vault Share to another wallet or person, and we are not responsible for verifying the identity or eligibility of any transferee. A User must not transfer a Vault Share to any person that the User knows, or has reason to believe, is a US Person or is located in a Restricted Jurisdiction.

Vault Shares may be implemented through Smart Contracts that are upgraded or migrated over time. Users may be required to migrate Vault Shares to updated Smart Contracts in accordance with procedures described in the Documentation.

We may charge Fees in connection with the Platform, or a Vault, including management fees, performance fees, entrance fees, or exit fees. The Fee Schedule is the sole authoritative source of current Fee information, including which categories of Fees are charged with respect to any Vault at any time; these Terms intentionally do not state which Fees are currently charged, so that a change in fee model does not, of itself, require an amendment of these Terms.

We may introduce, modify, waive, or discontinue any Fee, or introduce new categories of Fees, including in connection with new Vaults, Blockchain Networks, or products, by updating the Fee Schedule, without amending these Terms. Except where otherwise stated in the Documentation, changes to Fees apply prospectively and do not affect Fees already accrued or charged.

The methodology used to calculate and crystallize any Fee, including the frequency of calculation, the treatment of gains and losses across periods, and the manner in which a Fee is settled (whether in the relevant Digital Asset, in Vault Shares, or otherwise), is described in the Fee Schedule and may vary by Vault.

A User is solely responsible for all Fees applicable to the User’s use of the Platform, together with all blockchain-related costs incurred in connection with such use, including gas fees, validator fees, bridge fees, relayer fees, priority fees, MEV-related costs, exchange fees, custody fees, and any other third-party charges, none of which are retained by Us unless expressly stated in the Documentation.

The Platform relies on one or more Third-Party Providers, which may include an Administrator, Oracle Provider, Execution Provider, custodian, exchange, or broker, in connection with the operation of a Vault or a Strategy. The identity, role, and arrangements applicable to any Third-Party Provider are described in the Documentation and may change without amendment to these Terms, including through the addition, replacement, or removal of any Third-Party Provider.

We may select Third-Party Providers using criteria it considers appropriate in its discretion, which may include factors such as operational history, regulatory status, and the terms on which services are offered, and may replace a Third-Party Provider at any time where we considers it appropriate to do so, including for performance, risk, cost, or regulatory reasonsWe will update the Documentation to reflect a change in Third-Party Provider but is not required to amend these Terms to do so.

We do not guarantee, and expressly disclaim any representation or warranty regarding, the performance, solvency, security, or conduct of any Third-Party Provider. The insolvency, negligence, misconduct, security breach, or operational failure of a Third-Party Provider may result in a loss of assets, delay, or disruption to a Vault or Strategy, independent of the performance of the underlying Strategy, and independent of any act or omission of us. Further detail regarding these risks is set out in the Risk & Security Disclosures.

The failure of any Oracle Provider, Blockchain Network, Smart Contract auditor, custodian, bridge, or other Third-Party Provider may delay, interrupt, or prevent access to the Platform or a VaultWe is not responsible for losses arising solely from failures of independent third-party infrastructure beyond its reasonable control.

A User is responsible for:

(a) evaluating whether the Platform, or a Vault is appropriate for the User, including by reference to the User’s own financial circumstances, objectives, and risk tolerance;

(b) complying with all laws applicable to the User’s access to and use of the Platform, including any tax obligations arising from such access or use;

(c) maintaining the security of the User’s Wallet and any credentials, devices, or software associated with it;

(d) reviewing the Documentation applicable to any Vault, or Service before using it, including any applicable Additional Terms;

(e) promptly notifying us of any unauthorized use of the User’s Wallet in connection with the Platform of which the User becomes aware; and

(f) ensuring that any information provided to us in connection with the Platform is accurate and kept up to date.

A User must not, and must not attempt to, directly or indirectly:

(a) use the Platform in violation of any applicable law or regulation;

(b) use the Platform to facilitate money laundering, terrorist financing, fraud, tax evasion, or any other illegal activity;

(c) circumvent, or attempt to circumvent, any eligibility, geographic, or sanctions-related restriction applicable to the Platform, including through the use of a virtual private network, proxy, or similar tool intended to obscure the User’s location or identity;

(d) interfere with, disrupt, or compromise the integrity, security, or availability of the Platform, a Smart Contract, or the systems of any Third-Party Provider;

(e) engage in any activity that manipulates, or attempts to manipulate, NAV, the price of a Vault Share, including wash trading or spoofing;

(f) reverse engineer, decompile, or attempt to extract source code from the Platform, other than code expressly designated as open-source;

(g) misrepresent the User’s identity, affiliation, or authority to act on behalf of another person or entity;

(h) access or attempt to access the Platform through automated means not expressly authorized by us; or

(i) use the Platform in any manner not authorized by these Terms and the Documentation.

We may investigate, and take any action it considers appropriate in response to, any suspected violation of this Section 13, including suspension or termination of a User’s access under Section 21 (Suspension) or Section 22 (Termination), and may report such conduct to relevant authorities where required or permitted by applicable law.

Access to and use of the Platform, a Vault, and a Vault Share involves significant risk, including the risks described in the Risk & Security Disclosures, which is incorporated into these Terms by reference. By using the Platform, a User acknowledges that the User has reviewed the Risk & Security Disclosures, understands the risks described in it, and voluntarily assumes those risks. A User should not deposit, hold, or transact with assets that the User cannot afford to lose.

Without limiting the Risk & Security Disclosures, a User specifically acknowledges and agrees that:

(a) NAV can decrease as well as increase, including to a value of zero, and a User may lose some or all of the value of a Deposit;

(b) past performance of a Strategy, however presented, is not indicative of future results;

(c) Smart Contracts, oracles, and related infrastructure may contain undiscovered vulnerabilities that could result in partial or total loss of assets;

(d) Third-Party Providers may fail, become insolvent, or act negligently or fraudulently, independent of our conduct;

(e) the value and liquidity of any Vault Share may be volatile and may be affected by factors entirely outside our control, including the actions of third-party venues;

(f) Redemptions may be delayed, prorated, or suspended as a result of a Gate, Lock-Up Period, or Third-Party Provider constraint; and

(g) the regulatory treatment of the Platform, a Vault, or a Vault Share may change, and such change may adversely affect a User’s ability to use the Platform or realize value from a Vault Share.

(h) Blockchain Networks may experience forks, chain reorganizations, network congestion, denial-of-service attacks, validator failures, replay attacks, or other events that may adversely affect the Platform, Vaults, Vault Shares.

(i) Smart Contracts may require upgrades, migrations, or replacement over time, and failure to participate in a required migration may affect a User’s ability to access certain Services.

(j) Beta features or newly released functionality may contain bugs, vulnerabilities, or unexpected behavior that could result in partial or complete loss of assets.

In the event of a Blockchain Network fork, protocol split, rollback, replay attack, or similar event, we may determine, in its reasonable discretion, which blockchain constitutes the supported network for purposes of the Platform. We have no obligation to support assets created through a fork, airdrop, duplicated network, or similar event unless expressly described in the Documentation.

Nothing on the Platform, and nothing in the Documentation, constitutes investment, legal, tax, or financial advice, or a recommendation, solicitation, or offer to buy, sell, or hold any Digital Asset, Vault Share, security, or other instrument. We do not act as a User’s broker, advisor, or fiduciary in connection with the Platform, and no fiduciary duty is created by these Terms or by a User’s use of the Platform. A User should consult the User’s own professional advisors before using the Platform, or a Vault.

A User represents that the User has the financial sophistication, expertise, and risk tolerance necessary to understand and evaluate the risks described in this Section 15 and the Risk & Security Disclosures, and, where the User accesses a Vault or product described in the Documentation as available only to professional, institutional, qualified, or accredited investors, that the User meets the applicable criteria described in the Documentation for that Vault or product.

All content, trademarks, logos, and materials made available on the Platform, other than Smart Contract code expressly designated as open-source, are our property and our licensors. We grant each User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for its intended purposes, in accordance with these Terms. No other right, title, or interest is granted, whether by implication, estoppel, or otherwise, and all rights not expressly granted are reserved by us.

Except as expressly permitted by applicable law or these Terms, a User must not, and must not attempt to: reproduce, modify, distribute, publish, or publicly display any portion of the Platform; reverse engineer or decompile any portion of the Platform; create derivative works based on the Platform; or commercially exploit the Platform, in each case other than Smart Contract code expressly designated as open-source, without our prior written consent.

Feedback. If a User provides us with any suggestion, idea, or other feedback regarding the Platform, we may use, modify, publish, and otherwise exploit that feedback for any purpose, including to improve the Platform, without obligation, attribution, or compensation to the User.

Aggregated Data. We may create and use aggregated or de-identified data derived from Users’ use of the Platform, including onchain activity, for any lawful purpose, including analytics, research, and product development, provided that such data does not identify an individual User.

The Platform may integrate with, link to, or otherwise interact with services, protocols, or platforms operated by third parties, including Blockchain Networks, Third-Party Providers, and venues on which a Vault Share may be made available. We do not control, and are not responsible for, any third-party service, and a User’s use of a third-party service is at the User’s own risk and subject to that third party’s own terms and policies, which a User should review independently.

Users acknowledge that interactions with Blockchain Networks, bridges, decentralized exchanges, custodians, or other third-party protocols occur under the terms established by those providers. We are not responsible for the availability, security, legality, functionality, or performance of any third-party service.

THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) NAV OR ANY OTHER DATA PUBLISHED IN CONNECTION WITH A VAULT WILL BE ACCURATE, COMPLETE, OR CURRENT; (C) ANY BLOCKCHAIN NETWORK OR THIRD-PARTY PROVIDER WILL CONTINUE TO OPERATE OR BE AVAILABLE; (D) ANY STRATEGY WILL ACHIEVE ITS OBJECTIVE OR AVOID LOSS; OR ANY VAULT SHARE WILL MAINTAIN OR ACHIEVE ANY PARTICULAR VALUE OR LEVEL OF LIQUIDITY.

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES. TO THE EXTENT SUCH LAW APPLIES TO A USER, SOME OR ALL OF THE FOREGOING EXCLUSIONS MAY NOT APPLY, AND THE USER MAY HAVE ADDITIONAL RIGHTS, BUT THE DISCLAIMERS IN THIS SECTION 18 APPLY TO THE MAXIMUM EXTENT PERMITTED IN THAT JURISDICTION.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, US AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR DIGITAL ASSETS, ARISING OUT OF OR RELATING TO A USER’S ACCESS TO OR USE OF THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET OUT IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY THE USER TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100).

THE LIMITATIONS IN THIS SECTION 19 DO NOT APPLY TO LIABILITY ARISING FROM OUR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SUBJECT TO THE FOREGOING, THE LIMITATIONS IN THIS SECTION 19 APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE USER AND US.

Except where prohibited by applicable law, the remedies expressly provided in these Terms constitute a User’s exclusive remedies with respect to the Platform and the Services. Nothing in this Section 19 excludes or limits liability that cannot be excluded or limited under applicable law.

Any claim a User may have arising out of or relating to these Terms or the Platform must be commenced within one (1) year after the date the claim first accrued, or the date the User first became aware, or reasonably should have become aware, of the facts giving rise to the claim, whichever is earlier, failing which such claim is permanently barred to the fullest extent permitted by applicable law.

A User agrees to indemnify, defend, and hold harmless us and our affiliates, and their respective officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or relating to: (a) the User’s access to or use of the Platform; (b) the User’s violation of these Terms or any Documentation; (c) the User’s violation of any applicable law; or (d) the User’s violation of the rights of any third party.

We may assume the exclusive defense and control of any matter subject to indemnification by a User, in which case the User agrees to cooperate with our defense of such claim, and will not settle any such matter without our prior written consent to the extent such settlement would impose an obligation on us.

We may suspend a User’s access to the Platform, in whole or in part, at its discretion, including where we reasonably believe that: (a) the User has violated these Terms or the Documentation; (b) suspension is necessary to comply with applicable law, including the AML & Sanctions Policy, or an order of a court, regulator, or other governmental authority; (c) suspension is reasonably necessary to respond to a cybersecurity incident, Smart Contract exploit, Blockchain disruption, Oracle malfunction, regulatory request, market emergency, operational incident, or any circumstance that could materially impair the integrity, security, or orderly operation of the Platform; or (d) continued access poses a security, technical, or operational risk. We will use reasonable efforts to notify an affected User where practicable and not prohibited by applicable law.

We may terminate a User’s access to the Platform at any time, with or without cause, subject to any applicable Redemption procedures described in the Documentation. A User may discontinue use of the Platform at any time. Termination of a User’s access does not, by itself, affect the User’s Vault Shares, which remain subject to these Terms and the Documentation until redeemed, transferred, or otherwise disposed of in accordance with their terms.

Sections of these Terms that by their nature should survive termination, including Sections 14 (Assumption of Risk), 15 (No Investment Advice), 16 (Intellectual Property), 18 (Disclaimers), 19 (Limitation of Liability), 20 (Indemnification), 24 (Governing Law), 25 (ICC Arbitration), and 26 (Miscellaneous), survive termination of a User’s access to the Platform.

We will not be liable for any failure or delay in performance resulting, directly or indirectly, from causes beyond our reasonable control, including acts of God, natural disaster, pandemic, war, terrorism, civil unrest, labor disputes, governmental action or inaction, changes in applicable law, failure or disruption of a Blockchain Network, failure, insolvency, or misconduct of a Third-Party Provider, or failure or disruption of internet, telecommunications, or utility infrastructure. We will use reasonable efforts to mitigate the effect of any such event and to resume performance where reasonably practicable.

Force Majeure Events include Blockchain Network failures, consensus failures, hard forks, denial-of-service attacks, oracle outages, Smart Contract exploits affecting third-party infrastructure, validator failures, widespread internet outages, and failures of decentralized infrastructure beyond our reasonable control.

These Terms, and any dispute, controversy, or claim arising out of or relating to these Terms or the Platform, including its existence, validity, interpretation, performance, breach, or termination, are governed by the laws of the Republic of Panama, without regard to its conflict of laws principles.

Before commencing arbitration, a User and Us shall use reasonable efforts, for a period of not less than thirty (30) days, to resolve any dispute through good-faith discussions between the parties.

Any dispute, controversy, or claim arising out of or relating to these Terms or the Platform, including its formation, interpretation, breach, or termination, that is not resolved through such discussions shall be finally resolved by binding arbitration administered under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”) in force at the time the arbitration is commenced, with the seat of arbitration in Panama City, Republic of Panama. The arbitration shall be conducted by a single arbitrator, unless the ICC Court determines that a panel of three arbitrators is appropriate under the ICC Rules. The language of the arbitration shall be English. Judgment on the award rendered by the arbitral tribunal may be entered in any court of competent jurisdiction.

Each User and us agree that any claim must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding or award relief to any person or entity other than the individual party asserting the claim. Nothing in this Section 26 precludes either party from seeking interim or conservatory relief from a court of competent jurisdiction in aid of arbitration.

Severability. If any provision of these Terms is held invalid or unenforceable by an arbitrator or court of competent jurisdiction, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid and enforceable while preserving its intent.

Entire Agreement. These Terms, together with the documents incorporated by reference under Section 2 (Legal Framework), constitute the entire agreement between a User and Us with respect to the Platform, and supersede all prior or contemporaneous agreements, understandings, negotiations, and representations, whether written or oral, with respect to that subject matter.

No Waiver. Our failure to enforce any provision of these Terms will not constitute a waiver of that provision or of any other provision. Any waiver must be in writing and signed by an authorized representative of us to be effective.

Assignment. A User may not assign or transfer these Terms, or any rights or obligations under them, without our prior written consent, and any purported assignment in violation of this provision is void. We may assign these Terms, in whole or in part, without a User’s consent, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

No Partnership. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between a User and Us.

No Third-Party Beneficiaries. Except as expressly stated in these Terms, these Terms do not confer any right or benefit on any person or entity other than the parties to them.

Electronic Communications and Acceptance. A User consents to receive communications from us electronically, including through the Platform, and agrees that electronic acceptance of these Terms, including by connecting a Wallet or otherwise interacting with the Platform, has the same legal effect as a physical signature.

Export Control and Anti-Corruption. A User will comply with applicable export control, trade sanctions, and anti-corruption laws in connection with the User’s use of the Platform, and will not use the Platform to make or receive any payment that would violate such laws.

Confidentiality. Each party will keep confidential any non-public information disclosed by the other party in connection with the Platform that is designated as confidential or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, and will not disclose such information to a third party except: (a) to its Affiliates, advisors, or service providers on a need-to-know basis; (b) as required by applicable law, regulation, or legal process; or (c) with the disclosing party’s prior consent. This provision does not apply to information that is or becomes public through no fault of the receiving party, or that the receiving party rightfully possessed before disclosure.

Tax. Each User is solely responsible for determining and satisfying any tax obligations, including reporting and withholding obligations, arising from the User’s access to or use of the Platform, a Vault, or a Vault Share in the User’s jurisdiction or any other applicable jurisdiction. We do not provide tax advice, does not withhold tax on a User’s behalf except where required by applicable law, and makes no representation regarding the tax treatment of any Deposit, Redemption, Fee, or Vault Share. We may withhold, collect, report, or remit taxes where required by applicable law and may require information reasonably necessary to satisfy tax reporting or withholding obligations.

Recordkeeping. We may retain records of a User’s interactions with the Platform, including onchain transaction data, for as long as we consider necessary or appropriate for operational, legal, or compliance purposes, subject to the Privacy Policy. A User is responsible for maintaining the User’s own records of the User’s activity on the Platform for tax, accounting, and other purposes.

Currency. Unless otherwise stated in the Documentation, references in these Terms and the Documentation to monetary amounts are references to United States dollars or their equivalent value in the relevant Digital Asset, as determined in accordance with the Documentation.

Further Assurances. Each party will, at its own expense, take such further action and execute such further documents as may be reasonably necessary to give effect to the provisions of these Terms.

Relationship to Prior Versions. If these Terms replace a prior version, references in any Documentation or Additional Terms to the prior version are deemed to refer to these Terms, unless the context requires otherwise.

Notices. We may provide notices to a User by posting on the Platform or, where a User has provided contact information, by electronic communication to that contact information. Notices to Us should be directed to the contact information in Section 28 (Contact).

Language. These Terms are drafted in English. Any translation of these Terms is provided for convenience only, and the English-language version governs in the event of any inconsistency.

We may make experimental, preview, or beta products available from time to time. Beta Services are provided solely for testing and evaluation purposes, may contain bugs or security vulnerabilities, may be modified or discontinued at any time without notice, and are provided without any warranty.

We may modify, suspend, restrict, or discontinue any Vault, Strategy, Blockchain Network, Service, or feature where reasonably necessary to comply with applicable law, regulatory guidance, licensing requirements, sanctions, governmental requests, court orders, or changes in the legal or regulatory environment.

Questions regarding these Terms may be directed to contact@qmc.finance.