Terms of service

Last updated on June 1st, 2024

Introduction

Welcome to the real-world assets tokenization protocol and liquidity marketplace as one-stop platform (the “Platform”), provided by Svim Labs Limited, Svim Finance and all subsidiaries (“Svim”). By accessing or using the Platform, you agree to comply with and be bound by the following terms and conditions (the “Terms”). These Terms govern your use of the Platform and all services offered by Svim Labs Limited and Svim Finance, together with any of our subsidiary and related entity. If you do not agree with these Terms, please do not use the Platform.

1. Definitions

• Blockchain network: Public blockchain infrastructure such as Ethereum, Solana and other chain networks provided by 3rd party companies. Svim Finance build tokenization protocol and liquidity marketplace on top of these infrastructure.

• Borrower: Users who secure loans against tokenized real-world assets.

• Investor: Users who invest in tokenized assets on the Platform, also called liquidity provider.

• Liquidity pool: a collection of crypto held in a smart contract, and investors can add or remove liquidity, aka funds or capital. The purpose of the pool is to facilitate transactions such as borrowing and lending, sale of an asset, exchange of different tokens or assets. It’s interchangeable with the Investment Pool.

• Liquidity Provider: Users who provide capital or liquidity as investment to the liquidity pools on the Platform, also called Lender in the case of credit product.

• Platform: The online interface provided by Svim Finance for the tokenization and management of real-world assets.

• Liquidity Pool token: a receipt token that represents the investment of an investor and an ownership proof to redeem the underlying asset.

• Real-world assets: Off-chain assets that exist outside of the blockchain or crypto realm, and are not in any form of blockchain tokenization, conversion, storage or related transformation on the blockchain networks.

• Service Provider: Third-party entities that provide services such as security auditing, KYC/KYB/AML compliance, and crypto-fiat conversion.

• Smart Contracts: Self-executing contracts with the terms directly written into code, used to manage transactions on the Platform.

• User: Any individual or entity that accesses or uses the Platform, including directly involved in a financial transaction, or indirectly works with Svim Finance platform to launch features, maintain operations, provide security or other services.

• Tokenized Assets: Real-world assets that have been converted into digital tokens on the Platform.

2. Eligibility

To use the Platform, you must be at least 18 years old and have the legal capacity to enter into binding agreements. By using the Platform, you represent and warrant that you meet these requirements. Additionally, users must comply with all applicable laws and regulations in their jurisdiction.

3. Account Registration

To access certain features of the Platform, you must create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding your account information and for all activities that occur under your account. Any breach of security or unauthorized use of your account must be reported immediately.

4. Use of the Platform

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Platform in any manner that could disable, overburden, damage, or impair the Platform.

• Use any robot, spider, or other automatic device, process, or means to access the Platform.

• Use the Platform for any unauthorized or illegal purpose.

• Engage in any activity that could harm the security or functionality of the Platform.

5. Blockchain Technology and Risks

When using the Platform, users are required to connect their crypto wallets, utilize stablecoins or other cryptocurrencies, and rely on smart contracts and public blockchain infrastructures such as Ethereum, Solana, and other blockchain networks. While blockchain technology provides transparency and security, it also carries certain risks. Users should be aware of the following:

• Crypto Wallets: By connecting your crypto wallet to the Platform, you are responsible for safeguarding your private keys and access credentials. Unauthorized access to your wallet could result in the loss of your funds.

• Cryptocurrency Transactions: Transactions on the Platform involve the use of stablecoins and other cryptocurrencies. These digital assets are subject to high volatility and may fluctuate in value. Users should understand the risks associated with cryptocurrency investments.

• Smart Contracts: The Platform relies on smart contracts to automate and manage transactions. While these contracts are designed to be secure and transparent, they are also susceptible to coding errors and vulnerabilities that could be exploited.

• Blockchain Infrastructure: The Platform operates on public blockchain networks like Ethereum and Solana. These networks can experience congestion, high transaction fees, and potential security breaches. Users must trust the underlying infrastructure for the execution and verification of transactions.

• Financial Transactions: Users engage in financial transactions using either cryptocurrency or fiat currency. It is important to understand the conversion processes and potential risks involved, especially during times of market instability.

By using the Platform, you acknowledge and accept these risks, understanding that the decentralized and innovative nature of blockchain technology involves inherent uncertainties.

6. Use of Third-party Services

The Platform utilizes a variety of third-party services to provide a comprehensive and secure user experience. These services include, but are not limited to, blockchain infrastructures like Ethereum and Solana, crypto wallet providers, stablecoin issuers, custody services, fiat-to-crypto conversion services, KYC/KYB/Accreditation services, security auditors, accounting services, tax services, blockchain development companies, and data oracles.

The integration of these third-party services is necessary to ensure the functionality, security, and efficiency of the Platform. Each of these service providers operates independently and has its own set of rules, terms, policies, and conditions. While Svim Finance strives to collaborate with reputable and reliable third-party service providers, it does not have control over their operations, decisions, or policies.

By using the Platform, you acknowledge and consent to the involvement of these third-party services in the operation of the Platform. You understand that:

• Independent Policies: Each third-party service has its own terms of service, privacy policies, and operational procedures that are beyond the control of Svim Finance.

• Risks and Responsibilities: You are responsible for understanding and accepting the terms and risks associated with using these third-party services. This includes, but is not limited to, the security measures of your crypto wallet provider, the stability and reliability of blockchain networks, and the compliance standards of fiat-to-crypto conversion services.

• No Liability: Svim Finance is not liable for any issues, losses, or damages that arise from the use of third-party services. This includes any disruptions, security breaches, or changes in the terms or functionality of these services.

By continuing to use the Platform, you agree to:

• Adhere to Third-Party Terms: Follow and comply with the terms and conditions set forth by each third-party service provider integrated into the Platform.

• Accept Associated Risks: Accept the risks involved in utilizing these services, understanding that Svim Finance does not guarantee the performance or security of third-party services.

• Responsibility for Compliance: Ensure your own compliance with the legal and regulatory requirements that may be imposed by these third-party services.

Svim Finance's collaboration with third-party services is essential to provide a robust and efficient platform, but it also requires users to be informed and cautious about the independent nature of these services and the inherent risks involved.

7. Investment Risks

Risk Acknowledgment: Investing in tokenized real-world assets involves inherent risks, including but not limited to market volatility, regulatory changes, and economic downturns. There is no guarantee of profit or protection against loss of invested capital.

No Investment Guarantee: Svim Finance does not guarantee the performance or success of any investment made through the platform. Investments may result in partial or total loss of capital, and investors should be prepared for such outcomes.

Independent Research and Due Diligence: Investors are encouraged to conduct their own research and due diligence before making any investment decisions. This includes assessing the risks, rewards, and suitability of investments based on their individual financial circumstances, investment goals, and risk tolerance.

Consultation with Advisors: Investors should consult with their legal, tax, accounting, and financial advisors to understand the legal, tax, and financial implications of their investment decisions. Svim Finance does not provide personalized investment advice and recommends seeking professional advice tailored to individual needs.

Profit or Loss Potential: Investment returns are not guaranteed and may fluctuate based on market conditions and asset performance. Investors acknowledge that they may experience investment losses and are solely responsible for any gains or losses incurred.

Platform Non-Responsibility: Svim Finance shall not be held responsible or liable for any investment losses, damages, or financial consequences resulting from investment decisions made by users of the platform. This includes losses due to market fluctuations, technological failures, regulatory changes, or other factors beyond Svim Finance's control.

Hold Harmless Agreement: By using the platform and participating in investment opportunities, investors agree to indemnify and hold harmless Svim Finance, its affiliates, directors, officers, employees, and agents from any claims, losses, liabilities, damages, costs, and expenses arising from or related to their investment activities.

Comprehensive Understanding: Investors acknowledge that they have read and understood the risks associated with investing in tokenized real-world assets as outlined in these Terms of Service and other related documentation provided by Svim Finance. They accept these risks as inherent to investment activities conducted through the platform.

8. User Identity, Behavior, and Conduct

Authenticity of Information: Users of the platform must provide authentic and accurate information, documentation, and data during the Know Your Customer (KYC), Know Your Business (KYB), and investor accreditation processes. This includes but is not limited to personal identification documents, financial statements, and other relevant information required by regulatory standards.

Compliance Obligations: Users certify that all information provided is truthful and complete to the best of their knowledge. They agree to promptly update any changes to their information to maintain accuracy throughout their engagement with the platform.

Compliance with Laws: Users must conduct themselves in compliance with all applicable laws, regulations, and industry standards, including but not limited to anti-money laundering (AML) and counter-terrorism financing (CTF) regulations. Any activity that violates these laws or presents a compliance risk is strictly prohibited.

Prohibition of Fraudulent Activities: Users shall not engage in any fraudulent activities, including but not limited to misrepresentation of identity, falsification of documents, or submission of inaccurate or misleading information. This includes refraining from using fake pictures or videos during identity verification processes.

Reporting Obligations: Users are encouraged to report any suspicious activities, potential fraud, or violations of these terms to Svim Finance immediately. This helps maintain the integrity and security of the platform and its community.

9. Loan Borrower Responsibilities

If you are a loan borrower on Svim Finance platform, whether as an asset owner, another real-world asset company, or other type of individual or entity, you must acknowledge and adhere to the following:

Truthfulness of Information: Borrowers must provide accurate and truthful information during the loan application and verification process. This includes personal identification details, financial statements, and any other information required to assess creditworthiness and manage risk.

Prohibition of Illegal Activities: Borrowers agree not to engage in any illegal activities, including but not limited to money laundering, terrorist financing, fraud, or any activities that violate applicable laws and regulations.

Adherence to Loan Terms: Borrowers agree to abide by the terms and conditions set forth in the loan agreement, including repayment schedules, interest rates, and any additional fees or penalties outlined therein.

Smart Contract Rules: Borrowers must adhere to the rules and conditions programmed into the liquidity pool smart contract governing the loan transaction. This includes providing adequate collateral, maintaining collateralization ratios, and complying with automated liquidation processes if necessary.

Repayment of Principal, Interest, and Fees: Borrowers are responsible for repaying the loan principal, accrued interest, and any applicable fees as stipulated in the loan agreement. Timely repayment is crucial to maintaining a positive credit standing and avoiding penalties.

Assistance in Collateral Liquidation: In the event of loan default or breach of contract, borrowers agree to cooperate in the liquidation of collateral as per the terms of the loan agreement and smart contract. This includes providing necessary documentation and access to facilitate the liquidation process.

Account Suspension and Legal Actions: Failure to comply with these borrower responsibilities may result in account suspension, termination of access to the platform, and legal actions to recover outstanding debts. Borrowers may be liable for additional costs incurred due to non-compliance, including legal fees and collection expenses.

Liability for Damages: Borrowers acknowledge that non-compliance with these terms may result in financial losses or damages to Svim Finance, other platform users, or third parties. Borrowers agree to indemnify and hold harmless Svim Finance from any claims, losses, liabilities, damages, costs, and expenses arising from their breach of obligations.

Reporting Requirements: Borrowers are obligated to promptly report any changes in their financial circumstances that may affect their ability to repay the loan or comply with the loan agreement terms. This includes changes in income, employment status, or other relevant factors.

10. Fees and Costs

Svim Finance may charge fees for the use of the Platform, including but not limited to transaction fees, management fees, and performance fees. The specific fees and their terms will be disclosed on the Platform. Users agree to pay all applicable fees and understand that these fees are subject to change with notice.

11. Intellectual Property

Ownership and Restrictions: All intellectual property rights, including but not limited to trademarks, copyrights, patents, and trade secrets, associated with the Platform and its content are owned by Svim Finance or its licensors. This encompasses all software, graphics, text, images, designs, video, audio, and any other materials provided on or through the Platform. Users are strictly prohibited from using, copying, distributing, modifying, or creating derivative works from any part of the Platform without obtaining explicit written permission from Svim Finance.

License Terms: By accessing and using the Platform, users acknowledge and agree that Svim Finance grants no express or implied rights or licenses under any intellectual property rights, except as expressly stated in these Terms of Service or otherwise agreed in writing by Svim Finance. Any unauthorized use of the Platform or its content may violate intellectual property laws and result in legal consequences.

12. Disclaimer of Warranties

Nature of Service: The Platform is provided on an "as is" and "as available" basis. Svim Finance makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, regarding the operation of the Platform or the accuracy, completeness, reliability, suitability, or availability of any information, content, or materials included on the Platform.

User's Responsibility: Users expressly agree that their use of the Platform is at their sole risk. Svim Finance disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. Svim Finance does not warrant that the Platform will be uninterrupted, secure, or error-free, nor does it guarantee the results that may be obtained from the use of the Platform.

13. Limitation of Liability

Users acknowledge that non-compliance with these terms may result in financial losses or reputational damage to Svim Finance, other users of the platform, or third parties. Users agree to indemnify and hold harmless Svim Finance from any claims, losses, liabilities, damages, costs, and expenses, including legal fees, arising from their non-compliance.

Extent of Liability: In no event shall Svim Finance, its affiliates, or their respective directors, officers, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or in connection with the use of or inability to use the Platform.

Legal Limitations: This limitation of liability applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Svim Finance has been advised of the possibility of such damages. In jurisdictions that do not allow the exclusion or limitation of incidental or consequential damages, Svim Finance's liability shall be limited to the maximum extent permitted by law.

14. Indemnification

User Responsibilities: Users agree to indemnify, defend, and hold harmless Svim Finance and its affiliates from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with their use of the Platform, their violation of these Terms of Service, or any breach of representations and warranties made by them.

Indemnity Scope: This indemnification obligation shall extend to claims made by any third party due to or arising out of the user's conduct, use or misuse of the Platform, violation of applicable laws or regulations, or infringement of any intellectual property or other rights of any person or entity.

15. Governing Law

Jurisdiction and Application: These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Svim Finance is established, without regard to its conflict of laws principles. This ensures that all legal interpretations and disputes related to the use of the Platform will be governed by the laws of the jurisdiction where Svim Finance operates, providing a clear legal framework for both the company and its users.

Exclusive Jurisdiction: Any legal actions or proceedings related to the Platform shall exclusively be brought in the courts of that jurisdiction. This clause specifies the venue where legal disputes must be resolved, ensuring clarity for users regarding the applicable court system and jurisdictional rules.

16. Amendments

Right to Modify: Svim Finance reserves the right to modify these Terms at any time. Changes will be effective immediately upon posting on the Platform. This clause allows Svim Finance to update the Terms to reflect changes in the Platform's operations, legal requirements, or business practices.

User Acceptance: Your continued use of the Platform after any changes constitute your acceptance of the new Terms. It is your responsibility to review these Terms periodically for updates to ensure compliance with the latest requirements and provisions.

17. Data Privacy and Security

Commitment to Privacy: We are committed to protecting your privacy and ensuring the security of your personal information. By using the Platform, you consent to the collection, use, and sharing of your information as described in our Privacy Policy. This paragraph emphasizes Svim Finance's dedication to safeguarding user data and outlines the scope and purpose of data collection practices.

Technological Methods: The methods we employ for automatically collecting information may involve the use of various technologies, including but not limited to cookies, web beacons, and similar technologies. This disclosure informs users about the technologies used to gather data and their purposes in enhancing user experience and providing personalized services.

18. Confidentiality

Obligation to Maintain Confidentiality: Users acknowledge that they may receive or have access to confidential information through their use of the Platform. They agree to keep such information confidential and not disclose it to any third party without prior written consent from Svim Finance, except as required by law. This clause underscores the importance of protecting sensitive information and defines the types of information considered confidential, such as business plans, financial data, and proprietary technology.

19. Dispute Resolution

Negotiation and Mediation: Any disputes arising out of or in connection with these Terms shall be resolved through good faith negotiations between the parties. If negotiations fail, the dispute shall be submitted to mediation or binding arbitration in accordance with the rules of an established arbitration institution. This paragraph outlines the structured approach to resolving disputes outside of litigation, promoting efficiency and fairness in conflict resolution.

Injunctive Relief: This section does not preclude either party from seeking injunctive relief in a court of competent jurisdiction to address urgent matters that require immediate legal intervention.

20. Termination

Failure to comply with any identity, behavior, and conduct requirements may result in immediate termination or suspension of the user's account and access to the platform. Svim Finance reserves the right to take appropriate legal action against individuals or entities involved in fraudulent activities or non-compliance.

Svim Finance's Discretion: Svim Finance reserves the right to terminate or suspend your account and access to the Platform at its sole discretion, without notice, for conduct that violates these Terms, harms other users, Svim Finance, or third parties, or for any other reason deemed necessary. This provision outlines the circumstances under which Svim Finance may take action to protect the integrity of the Platform and its community.

Consequences of Termination: Termination may include removing access to all or part of the Platform and deleting user accounts and any associated content. This ensures users understand the potential outcomes of violating the Terms and emphasizes the importance of compliance with Platform policies.

21. Severability

Validity of Terms: If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be severed, and the remaining provisions shall continue in full force and effect. This clause protects the enforceability of the Terms by ensuring that a single invalid provision does not invalidate the entire agreement.

22. No Waiver

Preservation of Rights: The failure of Svim Finance to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. This statement emphasizes that Svim Finance retains the right to enforce any provision of the Terms at a later time, even if it initially chooses not to enforce it.

Written Waiver Requirement: Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Svim Finance. This ensures that waivers are formal and deliberate, preventing misunderstandings or unintended relinquishments of rights.

23. Entire Agreement

Comprehensive Agreement: These Terms, along with the Privacy Policy and any other legal notices published by Svim Finance on the Platform, constitute the entire agreement between you and Svim Finance regarding the use of the Platform. This paragraph consolidates all relevant terms and conditions governing the user's relationship with Svim Finance, superseding any prior agreements or understandings, whether written or oral.

Rejection of Additional Terms: Any additional or different terms proposed by users are expressly rejected unless agreed to in writing by Svim Finance. This clause prevents ambiguity or conflicting terms that could arise from attempts to introduce supplementary agreements outside the established Terms of Service.

24. Contact Information

Svim Finance provides users with a direct communication channel for addressing inquiries or concerns related to the Terms of Service or any associated policies. For any questions about these Terms of Service, users are encouraged to contact Svim Finance at [e-mail].