Latest update: July 16, 2024

EarnPark Limited, a company incorporated under the Business Company Act of the British Virgin Islands under BVI registration number 2149760 on 28 May 2024, with registered address at Intershore Chambers, Road Town, Tortola, British Virgin Islands (the “Company”, “we”, “us”), provides a technology-enabled swap functionality (the “SWAP”) to you (the “User”, “you”) through the EarnPark platform/portal (the “Platform”).

Under this SWAP Agreement, you transfer supported digital assets to the Company, and you may instruct the Company via the Platform to execute a SWAP to convert such assets into another supported digital asset using third-party swap service providers and/or DEX aggregators (for example, 1inch) (each, a “Swap Provider”).

Following execution of a SWAP, the resulting digital asset is held by the Company and reflected/credited to your balance on the Platform. You may then (as available on the Platform) allocate that resulting asset to a Strategy or submit a withdrawal request.

(a) The User may transfer supported digital assets to the Company for the purpose of requesting swaps through the Platform;

(b) The User may initiate a SWAP through the Platform, and the Company will, on a best-efforts basis, facilitate execution of the SWAP via one or more Swap Providers;

(c) The input asset and the resulting asset are held by the Company (including through the Company’s wallets/accounts with third-party service providers used to execute SWAPs), and the User’s Platform balance will be updated to reflect the result of the SWAP;

(d) For the avoidance of doubt, this SWAP Agreement does not grant the User any right, title, or interest in any Company wallet, account, private key, or credentials, and does not provide the User with any access to them; and

(e) The Company does not earn, receive, or distribute any revenue derived from SWAP transactions executed via Swap Providers.

This SWAP Agreement will apply exclusively to your use of our SWAP without any transfer of rights.

You do not have any access to our account on the Exchange platform where the liquidity is located. You cannot withdraw, transfer, or manage the funds from our account in any other way, and nothing in this SWAP Agreement can be considered as you have this right.

In this Agreement, the following definitions apply.

1.1. Capitalized terms. Headings are for convenience only. References to “Sections” are to sections of this Agreement. Unless the context requires otherwise, words in the singular include the plural and vice versa.

1.2. In this Agreement, the following definitions apply.

“Company” / “We” / “Us” means EarnPark Limited.

“Deposit” means the transfer of digital assets by the User to the Company (including to a Company Account) for the purpose of initiating a SWAP and/or using Platform features.

“Exchange Platform” means the third-party swap routing and execution venue(s) used to process SWAP requests, including DEX aggregators and/or protocols (for example, 1inch) and the underlying liquidity sources they route to.

“Company Account” means any wallet/address/account/sub-account controlled by or held in the name of the Company, including with third-party providers used for SWAP execution and settlement.

“Platform Balance” means the balance display on the Platform reflecting assets held by the Company for the User’s use (including after a SWAP), as recorded by Platform systems.

“Execution” means the processing of a Swap Request via the Exchange Platform / third parties resulting in conversion of the input asset into the output asset (possibly in multiple steps).

“Exchange API” is the Application Programming Interface and/or smart contract interface(s) of the Exchange Platform, where the User can use our SWAP functionality for processing SWAP requests.

“User Account” means your user account on the EarnPark platform that you use for initiating SWAP requests, viewing balances, allocating assets to Strategies, and submitting withdrawal requests, and not an account “on Exchange platform” for trading. For the avoidance of doubt, assets relevant to the SWAP (both before and after execution) may be held in the Company’s wallets/accounts with third parties and/or the Trading venue and are reflected to the User via the Account on the EarnPark platform.

“User Assets” means the digital assets held in, or otherwise associated with, the User Account and used for trading activity under this Agreement.

“SWAP” means the Company’s technical access configuration and/or software interface (including any access tokens, integration credentials, or related configurations, if applicable) that enables the User to submit Orders via the Exchange API from the User Account, in accordance with this Agreement.

“Order” means any order, instruction, or request submitted via the Exchange API using the SWAP from the User Account (including to place, modify, or cancel an order, where applicable). “Trade” means any executed transaction resulting from an Order.

“Post-Trade Risk Controls” means any Limits that apply to all outcomes of SWAP requests (including resulting assets and balances reflected on the Platform, and any subsequent withdrawal or transfer requests) relating to SWAP requests made using our SWAP.

“Security Procedures” mean such security procedures, agreements, protocols, licenses, or other requirements as we may apply to your use of our SWAP and/or the Platform from time to time.

“System” means your infrastructure (including computer hardware and software, equipment, network facilities, and other resources and facilities) for using our SWAP and/or accessing the Platform.

“Withdrawal Request” means a User instruction submitted through the Platform to withdraw a digital asset, subject to settlement timing, compliance checks, and third-party constraints. “Pre-Trade Risk Controls” means any Limits that apply to all SWAP requests (and/or the parameters of such SWAP requests) submitted through the Platform using our SWAP.

“Limits” mean any limits or restrictions to limit, block, cancel, or otherwise restrict the use of the SWAP and/or the Platform (including any Deposit, SWAP request, execution parameters, and any withdrawal request) in relation to any aspect of such use.

“Due Diligence Assessment” means a set of due diligence and compliance measures that the Company may apply at its sole discretion in connection with the User’s access to or use of the SWAP, including requesting information and/or assistance from the User, reviewing such information for compliance with the Company’s due diligence requirements, and restricting, suspending, or otherwise limiting the User’s ability to use the SWAP where it appears the User is not in compliance with those requirements.

2.1. Commencement. This SWAP Agreement will come into effect on the date of the first Deposit and/or Swap transaction made (including the first Swap Request submitted through the Platform).

2.2. Access. To access and transact our SWAP, you must have an open Account on the EarnPark platform (User Account) and a positive balance of the relevant Supported Digital Asset reflected on the Platform. For the avoidance of doubt, the User transfers funds to the Company, and SWAP requests are initiated through the Platform and processed via third parties (including the Exchange Platform, e.g., 1inch). The resulting asset is held by the Company (including through Company Accounts with third parties) and reflected to the User via the Platform, and may then be allocated to a Strategy or withdrawn (as available on the Platform).

2.3. Local regulations. Our SWAP is not directed at or intended to be used by any person in any country or jurisdiction where such distribution or use would be contrary to local law or regulation. You must ensure that you comply with any local law or regulation to which you are subject.

2.4. Amendments to this Agreement. The version of this SWAP Agreement will be in force at any given time. Any new version of this SWAP Agreement will supersede any earlier versions, and we will notify you when any new version comes into effect. The new version will apply to all trades and/or Swap Requests entered into with us after that new version comes into effect. By submitting Orders or Swap Requests to us after the date of the new version using SWAP, you agree to the terms of such a new version.

3.1 Due Diligence Assessment. The Company may, at any time, conduct a Due Diligence Assessment in connection with the User’s access to or use of the SWAP and/or the Platform, including in relation to any Deposit, Swap Request, resulting asset credited/reflected on the Platform, and any Withdrawal Request. The User agrees to provide promptly, upon request, all information, documents, and assistance that the Company may reasonably require to conduct the Due Diligence Assessment (including identity, source of funds/wealth, transaction purpose, and other compliance-related information).

3.2 Restrictions and suspensions. The Company may restrict, suspend, delay, or refuse the User’s ability to make Deposits, submit Swap Requests, allocate resulting assets to Strategies, and/or submit or complete Withdrawal Requests where the Company determines that: (a) the User has not provided requested information; (b) information provided is incomplete, inaccurate, or cannot be verified; or (c) doing so is reasonably necessary to comply with applicable laws, sanctions, anti-money laundering requirements, fraud prevention, risk controls, or internal policies.

3.3 Information requests and monitoring. For the purposes of monitoring and control, the Company may conduct such inquiries as it deems appropriate to verify the User’s compliance with Security Procedures, Limits, and other risk management or compliance requirements. Accordingly, notwithstanding any other provision of this Agreement, the User shall, as soon as practicable following request, provide information (including electronic records) regarding the User’s use of the SWAP where the Company reasonably requires it for compliance, audit, investigation, or regulatory/legal requests.

3.4 Disclosure. The User consents to the disclosure by the Company of any information or data in connection with or relating to the User, this Agreement, and/or any Deposit, Swap Request, Execution outcome, and/or Withdrawal Request (including transaction and pricing/routing data) to the extent the Company determines it is required, permitted, or reasonably necessary to comply with applicable laws, regulations, sanctions, requests from competent authorities, or to prevent fraud, security incidents, or other misuse of the Platform.

4.1. Our Limits. We may set and change our Limits with respect to your use of our SWAP and/or the Platform (including any Deposit, Swap Request, execution parameters such as slippage tolerance, and any Withdrawal Request) at any time. We will endeavor to give you notice of such limits or changes before we implement them, but this may not be possible, and we will not be liable for notifying you. You will comply with all Limits we have implemented and will not try to bypass or otherwise avoid such Limits. The Limits are for our exclusive benefit. Where any Order or Swap Request has been blocked for exceeding our Limits, we may nonetheless decide, in our sole and absolute discretion, to process such Swap Request (or permit such action).

4.2. Restrictions. You also acknowledge that the processing and Execution of Swap Requests via the Trading venue / Exchange Platform (including third parties such as 1inch) is dependent upon the accurate and timely receipt of prices, quotes, routing, and liquidity from the relevant Exchange Platform, liquidity sources, and/or market data providers. You acknowledge that a Trading venue / Exchange Platform may fail to execute, partially execute, delay, or re-route such a Swap Request when upgrading its systems, and your Platform interface and/or third-party interfaces may drop the record of such an instruction, and you submit Swap Requests at your own risk. You may not be able to cancel an Order or Swap Request previously given using our SWAP and will not be permitted to do so once such an Order or instruction has been executed or otherwise processed for Execution (including where it has been submitted to third-party systems or blockchain networks).

5.1. Changes to functionality. You acknowledge that as the SWAP Execution and routing is provided by a third-party Exchange Platform / Trading venue (including DEX aggregators and/or protocols such as 1inch), the functionality and information of the Exchange API / third-party interfaces is subject to change by the Exchange Platform / Trading venue and other third parties. We do not guarantee that our SWAP and/or Platform integration written for an older version of the Exchange API / third-party interfaces will work with future versions. There may be changes in schemas, method signatures and data representations and other changes that can be applied by the Exchange Platform / Trading venue and other third parties.

5.2. Ending support. We may cease to support all or part of our SWAP and/or the Platform SWAP functionality at any time. We will not be liable to you or any other person if any or all of our SWAP functionality are terminated.

6.1. No transfers. You will not assign, transfer, grant access or use of, disclose, or otherwise provide any content of our SWAP (including any integration credentials, configurations, or access mechanisms made available to you through the Platform) and your Account while using our SWAP to any third party or display data electronically without our express written consent.

6.2. Unauthorized use. You will take appropriate steps to keep your usernames, passwords, and other security information confidential and secure in relation to your User Account on the Platform and any devices used to access the Platform.

6.3. We shall not be liable for any loss, liability, or cost whatsoever arising from any unauthorized use of our SWAP and/or unauthorized access to your User Account. 6.4. We will assume that anyone who accesses your Account and our SWAP using your usernames, passwords, and other security information is you. If you suspect that this information has been obtained by any other, you must notify us immediately. If you fail to do so, you will be liable for any unauthorized Orders and trades on the Account (including any unauthorized Deposits, Swap Requests, Strategy allocations, and/or Withdrawal Requests submitted through the Platform). We may, acting reasonably, suspend your account if we have reason to believe that its security has been compromised.

6.5. In case of violation of any of the conditions of section 6 of this SWAP Agreement, we are authorized to claim for recovery of our losses and damages in accordance with the applicable laws of the British Virgin Islands.

6.6. Compliance Monitoring. You understand that your SWAP-related activity will be monitored for compliance with the rules of the relevant Trading Venue / Exchange Platform (including third-party routing and execution rules), that your SWAP-related activity may be suspended, and that (ii) you will be bound by Pre-Trade Risk Controls and Post-Trade Risk Controls administered by us in relation to Deposits, Swap Requests, resulting assets reflected on the Platform, and any Withdrawal Requests.