Introduction
Welcome to the Syntetika site (www.syntetika.io), a website-hosted user interface (the “Site”) for the Syntetika Platform. The Site provides interface-only access to, and information about, a vault interface through which users may deposit supported digital assets to gain exposure to the returns of an underlying strategy (the “Platform”). These terms of service (these “Terms”) govern your access to and use of the Site (the “Services”). The Site is operated by Syntetika Foundation, a Cayman Islands foundation company (company number CR-432073), whose registered office is c/o Leeward Management Limited, Suite 3119, 9 Forum Lane, Camana Bay, PO Box 144, George Town, Grand Cayman KY1-9006, Cayman Islands, and its affiliates (collectively, “Company”, “we”, “our”, or “us”).
When using or accessing the Site you will also be subject to our Privacy Policy, which describes how we collect and use your personal information and the use of tracking technologies in relation to the Platform. We encourage you to review the Privacy Policy together with these Terms before accessing the Platform.
You must read the Terms carefully. The Terms form a legal agreement between you and the Company. By accessing or using our Site you agree that you have read, understood, and agreed to be bound by these Terms. If you do not agree to these Terms, you must not use the Platform. If you are acting for or on behalf of an entity, you represent and warrant that you are authorised to accept these Terms on such entity’s behalf.
The Terms contain important information, including a class action waiver that impacts your rights as to how disputes are resolved.
Accessing the Site
Access to the Site is conditional. Before you access the Site, you must connect a Digital Wallet and accept these Terms and the Privacy Policy by reviewing the eligibility notice presented to you and confirming your acceptance by signing a message with your Digital Wallet. By signing, you represent and warrant that: (a) you are not a US Person and are not accessing the Site from, or on behalf of any person in, the United States; (b) you are not located in, resident in, or a citizen of a Prohibited Territory; and (c) you are not a Sanctioned Person or otherwise subject to any Sanctions List. If you cannot make each of these representations, you are not permitted to access or use the Site and must not do so. Your wallet address, the eligibility representations you accept, and the resulting signature and timestamp may be recorded as evidence of your acceptance and eligibility.
Interpretation
In these Terms, unless the context requires otherwise, the terms shall have the following meaning:
Applicable Law means applicable law, statute, regulation, rules or requirements or legally binding legal decisions, which are in place in any jurisdiction, whether national or abroad, as amended or replaced.
Digital Asset means any cryptocurrency or other cryptographic token based on blockchain.
Digital Wallet means a software application or device that allows you to store, send, and receive digital assets.
Documentation means the documents, information and other materials provided or made available by us in connection with the Platform from time to time, including the documentation made available at docs.syntetika.io, as updated from time to time.
Force Majeure Event means any event out of the control of the Company, including without limitation fire, flood, hostility, pandemic, act of God, explosion, strike; war, civil war, revolution, riot, act of terrorism, military actions; epidemic, insurrection, labour dispute, accident; sanctions, government actions, embargoes; injunctions, cease and desist or other orders of a court or governmental authority; weaknesses, vulnerabilities and bugs in, and malfunctions of, the software, blockchain networks, smart-contracts and other technologies related to, relied upon by, or used in connection with the Platform, 51% attacks or similar attacks; theft or loss of Digital Assets as a result of any attack or third-party hostile interference; actions, failures to act or inactions of third-party service providers or other users, fraud or theft of funds by third parties; system interference or destruction by malicious programs; power failure, equipment or software malfunction or error; and other circumstances beyond our control interfering with the performance hereof.
NAV means the net asset value per vault token, as most recently published on-chain in accordance with the valuation cadence of the relevant underlying strategy and the Documentation.
Prohibited Activity means any activity that: infringes any intellectual property right; seeks to interfere with or compromise the integrity, security, or proper functioning of any system; seeks to defraud us or any other person; violates any law concerning the integrity of lending and trading markets (including spoofing and wash trading); violates any law concerning financial crime, anti-money laundering, anti-bribery and corruption, anti-fraud, counter-terrorist financing, trade control and national security restrictive measures, including any Sanctions List; disguises proceeds originated from illegal activities; disguises or interferes with the IP address of the device you use to access the Platform, including disguising an IP address of a Prohibited Territory; is supported by the direct or indirect proceeds of criminal or fraudulent activity; amounts to investment advice or financial recommendations, portfolio management services, or any other service requiring authorisation by a regulatory authority; or that violates, or that we suspect to be violating, these Terms.
Prohibited Territory means any territory, country, state, jurisdiction or organisation that is subject to any Sanctions List, including without limitation Burundi, Cuba, the Democratic People’s Republic of Korea (North Korea), Eritrea, Iran, Myanmar, and Syria.
Redemption means a request to withdraw all or part of your standing position from a Vault, settled in accordance with the vault mechanics described in the Documentation.
Sanction List means any sanctions lists or embargoes promulgated by the U.N. Security Council, the U.S. Office of Foreign Assets Control (OFAC), the U.S. Bureau of Industry and Security (BIS), the U.K. HM Treasury, and the European Union.
Smart Contract means self-executing programs that run on the blockchain.
Subscription means a deposit of Digital Assets into a Vault in exchange for vault tokens, processed in accordance with the vault mechanics described in these Terms and the Documentation.
US Person means (a) a United States citizen; (b) a United States resident; (c) any partnership or entity organised or incorporated in, or under the laws of, the United States or any of its states; (d) any trust of which any trustee is a US Person; (e) any estate of which any executor or administrator is a US Person; (f) any agency or branch of a foreign entity located in the United States; (g) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a US Person; (h) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated, or (if an individual) resident in the United States; and (i) any partnership or corporation organised or incorporated under the laws of any foreign jurisdiction and formed by a US Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organised or incorporated, and owned, by accredited investors who are not natural persons, estates, or trusts.
Vault means a Smart Contract deployed on one or more supported blockchain networks through which Subscriptions and Redemptions are processed and which issues vault tokens representing a pro-rata interest in the assets held by, and the returns attributable to, that vault.
Third Party Content means code, data, software, applications, graphics, images, links, text, photos, videos, and other materials uploaded by third parties.
Third Party Services means any software, services, items, and solutions that are not provided by us, such as software wallets, analytic tools, and blockchain smart-contracts.
Eligibility
By using the Services, you represent and warrant that: as an individual you are at least 18 or of legal age to form a binding contract under Applicable Laws; you have full legal capacity and sufficient authorisations to enter into these Terms; you have not been previously suspended or removed from using the Services; you have completed any know-your-customer (KYC) and, where applicable, know-your-business (KYB) verification required for access; you are not a US Person and are not accessing the Platform from, or on behalf of any person in, the United States; and you are not located in a Prohibited Territory, nor subject to any Sanctions List, nor directly or indirectly owned, controlled, employed by, affiliated or associated with, or acting on behalf of any person subject to any Sanctions List.
You further represent and warrant that: you are not a person who qualifies as a retail client within the meaning of Directive 2014/65/EU (MiFID II); and you are not resident in a jurisdiction where the offering or distribution of the vault tokens would require registration, authorisation, or filing under applicable securities or financial services legislation, unless such registration, authorisation or filing has been obtained.
The Platform
Platform. By accessing the Site (www.syntetika.io) you accept these Terms. The Site provides interface-only access to, and information about, the Syntetika vault interface. The Platform allows you to connect a compatible third-party Digital Wallet and to deposit supported Digital Assets into a Vault in exchange for vault tokens. The vault tokens represent a pro-rata interest in the relevant Vault and provide exposure to the returns of an underlying strategy. Transaction processing is not performed by the Site but through direct access to the underlying Smart Contracts. We are not liable for the operation, performance or functioning of the Smart Contracts.
Interface only; non-custodial. The Site is a software interface only. The Foundation operates the Site; it is not the issuer of the vault tokens, does not operate the Vault, does not take custody, possession, or control of your Digital Assets at any time, and is not a party to any subscription, redemption or other transaction you enter into. Issuance, redemption and operation of the Vault are effected by the Vault operator and the relevant counterparties under their own terms. The Foundation does not execute, settle, clear or guarantee any transaction, and does not determine eligibility or pricing.
Direct dealings; customer due diligence. Accessing the Site does not, by itself, create any direct relationship with the Foundation or entitle you to obtain exposure directly from it. Any person who enters into a direct relationship with the relevant Syntetika entity to subscribe for or obtain exposure is subject to customer due diligence, including know-your-customer (“KYC”) and know-your-business (“KYB”) verification, conducted in accordance with applicable anti-money-laundering laws and the standards recommended by the Financial Action Task Force (FATF). You will need to connect a compatible third-party Digital Wallet (“Wallet”) to the Services. We do not provide wallets and accept no responsibility or liability in connection with your use of a wallet. You are solely responsible for maintaining your access details secure and confidential, and for any activity conducted through your Wallet.
Restrictions. In using the Services you represent that: your use will not violate any laws and regulations applicable to you, including those on financial crime, anti-money laundering, anti-bribery and corruption, anti-fraud, counter-terrorist financing, trade control, sanctions, embargoes and tax laws; your use will not infringe any intellectual property or other rights of third parties; you will not introduce any malware, virus, or other harmful material; you will not use the Services for any Prohibited Activity; you have the experience required to enter into these Terms and have taken your own legal and financial advice; you have no pending and are not at risk of legal, judicial or administrative proceedings that may impact the Services; and your funds come from legitimate sources and do not originate from illegal activities.
The Company may conduct wallet screening of users’ designated wallet addresses using blockchain analytics tools to verify compliance with applicable anti-money laundering, counter-terrorism financing, and sanctions regulations. If a wallet address is flagged as high-risk, associated with illicit activities, or linked to sanctioned individuals or entities, the Company reserves the right to suspend or terminate access to the Platform and Services without prior notice.
You acknowledge that the Company or the vault operator may be required to collect and transmit originator and beneficiary information in connection with your Subscription or Redemption in order to comply with applicable virtual-asset transfer regulations (including the Cayman Islands Virtual Asset (Service Providers) Act). You agree to provide such information promptly upon request.
Discretion to screen and restrict. The Company reserves the right, but assumes no obligation, to restrict, suspend or terminate any person’s access to the Site at any time and at its sole discretion, including on the basis of identity, wallet address, IP address, internet service provider, VPN or proxy use, device, location, or region of citizenship or residence, or suspected breach of these Terms. The Company may, but is not obliged to, use third-party sanctions, geolocation and risk-screening tools. The absence of any such screening does not waive the eligibility requirements of these Terms, and you remain responsible for your own compliance.
License. Subject to these Terms, the Company grants you a personal, non-exclusive, non-assignable, and non-transferable licence to access the Platform. You may not (i) sublicense, assign or transfer this licence except as permitted in writing by us; (ii) copy, duplicate or reverse-engineer any part of the Platform; (iii) use, reproduce or remove any copyright, trademark, trade name, logo or similar identification displayed on the Platform; or (iv) infringe any applicable law while accessing and interacting with the Platform.
Vault Mechanics: Subscriptions, Redemptions and Pricing
This section explains in general terms how deposits, withdrawals and pricing work. The specific timing, cut-offs and cadence depend on the underlying strategy and are set out in the Documentation. By using the Platform you acknowledge and accept the mechanics described here and in the Documentation.
In the event of any conflict between these Terms and the Documentation, these Terms shall prevail. The Company will use reasonable efforts to notify users of material changes to the Documentation (including changes to valuation cadence or redemption timing) by publishing notice on the Site not less than fourteen (14) days before such changes take effect.
Classes. A Vault may run one or more independent classes, each with its own valuation and its own redemption queue.
Valuation and pricing. Subscriptions, Redemptions and the on-chain price are based on the valuation of the underlying strategy. Valuations are struck and published according to the cadence of that strategy; because valuation and settlement occur periodically rather than continuously, the on-chain price reflects the most recently published valuation and may lag the current value of the underlying strategy. The applicable cadence is set out in the Documentation.
Deposit and redemption timing. Subscriptions and Redemptions are processed in line with the valuation and settlement cycle of the underlying strategy and may be subject to cut-off times, queues and processing delays. You may not be able to enter or exit at the time or price you expect. The timing applicable to each strategy is set out in the Documentation.
Capital flow. Assets you deposit are applied to the underlying strategy and are returned on redemption in accordance with its terms and cadence. A liquidity buffer may be maintained for operational or instant-liquidation purposes; it is not a rebalancing reserve and may be limited.
The Vault and Smart Contracts
Vaults. The Vault is governed by underlying Smart Contracts deployed on one or more supported blockchain networks. Valuation updates are applied to the on-chain price using figures attested by the administrator of the underlying strategy. We do not control the blockchain on which the Smart Contracts operate, its activity or data, nor do we take possession of any Digital Assets.
Smart Contracts. You acknowledge and agree that the use of the Services is linked to the use of Smart Contracts. We do not control access to the Smart Contracts once these are deployed, nor are we liable for their use. By using the Services you represent to have the required experience and knowledge of smart contracts, including that they are publicly accessible and may be reviewed, used or distributed by any person subject to open-source licences.
Fees and Taxes
The vault operator may charge fees in connection with the Vault, including a performance fee on the net returns distributed from the underlying strategy to the Vault, in each case as set out in the Documentation. These fees are not charged by the Company or the Platform. Fees charged at the level of the underlying strategy are charged separately. The use of the Platform may also be subject to applicable taxes, levies, duties, or similar governmental assessments. It is your sole responsibility to determine whether, and to what extent, any taxes apply and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities. Activities in Digital Assets may also be subject to exchange fees, developers’ fees and network fees (including gas), for which you will be solely responsible.
Representations
With respect to your use of the Services, you hereby represent and warrant that you understand that: the Company does not provide an investment advisory service, nor is it a registered investment advisor, broker-dealer or tax advisor, and does not purport to convey or suggest the value of any assets or which assets users should buy or sell; the terms “investment”, “investing”, “deposit” and other similar terms as used in the Platform and Documentation are not meant to mean an investment service in this sense; the Platform is not a registered or licensed trading platform, clearinghouse, exchange platform, bank, depository institution, investment firm or financial service provider and does not purport to convey or suggest otherwise; the Platform is not intended to constitute an offer of securities or Digital Assets or a solicitation for investment in, or purchase of, securities or Digital Assets in any jurisdiction, nor a prospectus or offer document of any type; the Platform merely provides informative resources and an access interface; and the Company assumes no responsibility or liability for your use of the Platform or for your results, including for any losses, damages, unrealised gains, liquidity shortages, or thefts arising from your use of the Platform.
Before making any transaction or other action through the Platform, you should always check with your licensed financial advisor and tax advisor to determine the suitability of any transaction or other action. Every time you use the Platform you agree that in all cases the Company bears no responsibility for losses incurred.
Disclaimers
Use of the Platform is based on Smart Contracts, cryptographic tokens, and other nascent software and systems that interact with blockchain-based networks. These technologies are experimental, speculative, inherently risky, and subject to technological and regulatory changes. These risks include, without limitation:
- Virtual platform risks: bugs, errors, failures, malfunctions, and cyberattacks.
- Pricing and timing risks: because the underlying strategy is valued and settled periodically rather than continuously, the on-chain price may lag the current value of the underlying strategy, and Subscriptions and Redemptions may be queued or delayed in accordance with the Documentation. You may not be able to enter or exit at the time or price you expect.
- Liquidity risks: the liquidity buffer is capped and is intended for emergency or instant-liquidation purposes only; it is not a rebalancing reserve and may be insufficient in stressed conditions.
- Market risks: trading, dealing or investing in crypto-assets is exposed to extreme market risks, including volatility, illiquidity, costs and network congestion, which could result in losing all or part of your funds.
- Wallet risks: access to the Platform requires the use of third-party wallet applications that we have no connection to or control of. You are solely responsible for safeguarding your wallet credentials. The Platform does not provide any custody, possession, or control of your funds, digital assets and private keys at any time.
- Regulatory risks: the use of blockchain technology and decentralised finance services is mostly unregulated in most jurisdictions. Future regulations may lead to substantial changes in the rules, conditions, costs and taxes applicable to the Platform.
- Malicious activities: risks relating to unauthorised or illegal activities that may occur on third-party wallets or systems, including any attempted or realised attacks and thefts of your private credentials and keys.
You acknowledge and agree that your use of the Platform involves those risks and that the Company shall not have any liability for any losses incurred for such uses.
Intellectual Property
Trademarks and Copyrights. The Company reserves all its rights to its Trademarks, which comprise the terms “Syntetika”, and the brand names, service marks, and trademarks relating to the Platform, owned or used by the Company from time to time. Unless otherwise provided, the Company owns the rights to all the creative works available via the Platform, including the information, images, graphics, photographs, animations, videos, and text. This content is protected by copyright.
Ownership of Your Content. When using our Platform you may upload information (“Uploaded Materials”). We do not claim ownership of that information. However, unless explicitly stated otherwise in writing, you grant the Company a worldwide, non-exclusive, royalty-free licence to use, copy, reproduce and display such Uploaded Materials solely to the extent necessary for the operation and maintenance of the Platform. This licence terminates upon deletion of the relevant Uploaded Materials or termination of your account.
Copyright Claims. If you believe that any material on the Platform infringes a copyright which you own or control, you may send a written notification of such infringement to contact@syntetika.io, containing the information required by applicable law (including identification of the work, its location, your contact details, and the required good-faith and accuracy statements). A counter-notice procedure is available on the same basis.
Third Party Content and Services
The Platform may contain content uploaded by third parties and may display Third-Party Content generated from third-party sources, such as information about prices of certain Digital Assets, exchange rates, and transactions. We do not endorse or make any warranties with regard to Third-Party Content or Third-Party Services, which are not investigated, monitored, or checked for accuracy by us. We have no control over Third-Party Content and cannot be held liable in this regard.
Privacy Policy and Content Governance
Our Privacy Policy describes how we handle the information you provide when you use the Services. When you upload, post or transmit content through the Platform you warrant that you have the right to share it and that it does not infringe others’ intellectual property rights; you must not provide investment advice or financial recommendations or any service requiring regulatory authorisation; any content you upload is publicly available, so you should not post personal information; you will not impersonate anyone; and you will not upload any content that is unlawful, malicious, harmful, inappropriate, offensive, or otherwise should not be uploaded. If you identify content that violates these Terms, please email contact@syntetika.io.
User Disputes
You are solely responsible for your interactions with other users. The Company reserves the right but has no obligation to monitor disputes between you and other users.
Indemnity
You agree to defend, indemnify, and hold the Company, and each of its employees, directors, shareholders, managers, developers, agents, contractors, partners, or any other affiliation harmless from and against any direct loss, liability, claim, demand, damages, costs, and expenses (excluding indirect, consequential, or punitive damages), arising out of or in connection with: (a) your access and use of the Platform; (b) your violation of the Terms, the rights of any third party, or any other applicable law, rule, or regulation; and (c) any other party’s access and use of the Platform with your assistance or using any device or account that you own or control.
No Warranty
You understand and agree that the Platform is provided “as is” and “as available”. The Company makes no warranty or representation, whether express or implied, including implied warranties and conditions of merchantability, satisfactory quality, performance, fitness for a particular purpose, completeness, or accuracy of the Platform, or non-infringement of applicable laws and regulations. The entire risk as to the use, quality, and performance of the Platform lies with you.
The Company makes no warranty that the Platform will meet your requirements; be uninterrupted, timely, secure, or error-free; or be free of viruses or other malicious code. The Company also makes no warranties that results obtained from the use of the Platform will be accurate or reliable.
Limitation of Liability
You agree that you are free to choose whether to use the Platform and do so at your sole option, discretion, and risk.
To the extent not prohibited by law, in no event shall the Company be liable (1) for personal injury or any incidental, special, indirect, or consequential damages whatsoever, including without limitation damages for loss of profits, loss of data, business interruption, or any other commercial damages or losses, arising out of or related to your use or inability to use the Platform; (2) subject to applicable law, in no event shall the Company’s total liability to you for all damages exceed the amount of fifty U.S. dollars (US$50.00). The foregoing limitations will apply even if the above stated remedy fails in its essential purpose.
Governing Jurisdiction
By visiting or using our Platform, you agree that the laws of the Cayman Islands, without regard to conflict of laws principles, will govern these Terms. Any dispute arising under or in relation to these Terms shall be submitted to the competent courts of the Cayman Islands.
Changes to these Terms
We reserve the right to change these Terms at any time by posting the revised version on the Platform. If a revision is material, the Company will publish notice on the Platform. If you do not agree to the revised Terms, you should discontinue use of the Platform before they become effective.
Termination and Suspension
We may terminate your access to, or use of, the Platform at any time, without prior notice, at our sole discretion, with or without cause, and without incurring any liability. We will terminate immediately in case of breach of these Terms by you, including breach of the Eligibility requirements. The provisions entitled Indemnity, No Warranty, Limitation of Liability and Governing Jurisdiction shall survive any expiration or termination of these Terms.
Notwithstanding the foregoing, if you hold vault tokens at the time of termination, the Company shall provide not less than thirty (30) days’ prior written notice and shall permit you to submit Redemption requests during such notice period in accordance with the vault mechanics described in the Documentation.
Dispute Resolution
If you would like to raise any complaint or dispute, we invite you to contact us at contact@syntetika.io. We will attempt to address the dispute without resorting to formal legal proceedings, if possible. If any dispute cannot be resolved and you wish to assert a legal claim, you agree to set forth the basis of such claim in writing in a “Notice of Claim” describing the nature and basis of the claim, the specific relief sought, and your contact information, submitted to the same address.
Class Action Waiver. You and the Company agree that any claims relating to these Terms or to your relationship with the Company as a user of the Platform (whether based on contract, tort, statute, fraud, misrepresentation, or any other legal theory) shall be brought against the other party in court on an individual basis only and not as a plaintiff or class member in a purported class or representative action, in situations where a class action may be applicable.
Miscellaneous
Non-refund. Unless stated otherwise, and subject to applicable laws, any purchase of products or services from the Company or with respect to the Platform is final and non-refundable. Severability. If any part of these Terms is deemed unlawful, void, or unenforceable, that provision shall be severable and shall not affect the validity of the remaining provisions. No waiver. No waiver by us of any provision shall be construed as a waiver of any preceding or succeeding breach. Entire agreement. These Terms constitute the entire agreement between the parties regarding the use of the Platform and supersede all prior written or oral agreements. Independent parties. Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship, or joint enterprise between you and the Company. Force majeure. The Company will not be liable for any delay or failure to perform because of any cause or condition beyond its reasonable control, including any Force Majeure Event and government restrictions. Assignment. You may not assign or transfer any right to use the Platform or any of your rights or obligations under these Terms without our prior written consent. The Company may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent.
Mandatory provisions. Nothing in these Terms shall constitute a waiver or a limitation to any mandatory application provisions a consumer may be entitled to under EU law.
Notices
If you have any questions, concerns, or complaints in relation to these Terms or our Platform, please contact us at contact@syntetika.io.
