This is the Cadmos Site (the "Cadmos Site" or the "Site" or the "Service"). Cadmos and/or its affiliates (collectively, "Cadmos", "we", "us", "our") provide the Cadmos Wallet, the Cadmos Tokenization Platform, and information about the Cadmos asset-management protocol (the "Cadmos Protocol" or the "Protocol").

Preamble

P1 Welcome to Cadmos

This is the Cadmos Site. Cadmos provides asset-management infrastructure, the Cadmos Wallet, the Cadmos Tokenization Platform, and information about the Cadmos Protocol — a smart-contract protocol deployed on EVM-compatible blockchains.

By accessing or using any of the Services, functions, or features offered from time to time on the Site — including, without limitation, cadmos.finance and any subdomains, applications, and other services that link to these Terms, as well as any information, text, links, graphics, photos, audio, video, or other materials stored, retrieved, or appearing thereon (collectively, the "Services") — you (the "User", "you", "your") acknowledge entering into a binding agreement with Cadmos that includes these Terms of Service, the Privacy Policy, the Data Processing Addendum, and any other policies referenced herein (collectively, the "Agreement").

These Terms of Service should be read in conjunction with the Privacy Policy and the Data Processing Addendum. They constitute the entire agreement and understanding with respect to the use of any or all of the Services and any manner of accessing them via the Site.

P2 Arbitration clause and class-action waiver

Please carefully take notice of the dispute-resolution provision set forth at Article 15. According to that provision, all Users of the Site are to resolve disputes on an individual basis through final and binding proceedings as set out in those terms. By using this Site and entering this Agreement, you expressly acknowledge that you have read and understand all of its terms and implications.

P2.1 Class-action waiver

You hereby waive any rights you may have to pursue or participate in class or collective actions pertaining to any claims of any sort between you and Cadmos. No adjudicator may consolidate or join more than one Person's claims and may not preside over any form of consolidated, representative, or class proceeding.

P3 Use of the Services and the Site

P3.1 Acknowledgment of eligibility and conditions of use

To use the Services, you must legally be able to enter into the Agreement. By using the Services, you represent and warrant that you meet the eligibility requirements set out at Article 6 and that you are not a Prohibited Person within the meaning of P3.2. If you do not meet the requirements or fall under a prohibition case, you must not access or use the Site or the Services.

By using any of the Services, you acknowledge that you have read, understood, and agreed to these Terms of Service, as updated and amended from time to time. If you do not agree to be bound by these Terms or any subsequent amendments, you may not use any of the Services. Continued use of the Services binds you to the Terms as amended.

If you persist in not wanting to be bound by the Terms, your only recourse is to stop using all of the Services. The use of the Site and any Services is void where prohibited by, or would constitute a violation of, applicable Laws.

P3.2 Prohibited Persons

The following Persons (individuals, associations, partnerships, corporations, trusts, estates, or any other form of organization, group, or entity recognised as a legal personality) are prohibited from using the Services:

P3.2.1 Persons domiciled or ordinarily resident in, certain nationals of, or the Governments or Government Officials of any Prohibited Jurisdiction;
P3.2.2 any Person that resides, is located, has a place of business, or conducts business in the State of New York;
P3.2.3 U.S. Persons;
P3.2.4 any Persons subject to sanctions of any kind by the U.S. government, the European Union, the UK, or other competent authorities.

For the avoidance of doubt, any Prohibited Person, including any individual or entity that is a U.S. Person, is prohibited from using the Site or any Services, including but not limited to interacting with the Protocol. Exceptions to this policy may be made by Cadmos, in its sole discretion.

P3.3 Licence to use the Site

Nothing in these Terms gives you any licence (other than as expressly set out below), right, title, or ownership of, in, or to the Site, any of the Services, the Copyrights, or the Marks. Cadmos may suspend or terminate the Services to you, your Digital Tokens Wallet, or any of your Digital Tokens Addresses at its sole discretion, as required by applicable Laws or where Cadmos determines that you have violated, breached, or acted inconsistently with these Terms.

P4 Update of the Services and the Terms

These Terms may be amended, changed, or updated by Cadmos at any time and without prior notice to you. You should check back on the Site to confirm that your understanding of these Terms is current and correct. Your non-termination or continued use of any Services after the effective date of any amendment constitutes your acceptance of these Terms as so modified.

Articles

01 What is cadmos.finance?

cadmos.finance provides the Cadmos Wallet, the Cadmos Tokenization Platform, and information about the Cadmos Protocol — a protocol deployed on multiple EVM-compatible blockchain networks — together with information about the wider Cadmos ecosystem. Where described as such, the underlying smart-contract Protocol is decentralised and permissionless, and operates on public blockchain infrastructure outside Cadmos's direct control.

1.1 Clarifications of what Cadmos is not

You acknowledge that:

neither we nor our parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, or licensors are a party to any transaction on the blockchain networks underlying the Cadmos Protocol;
we do not have possession, custody, or control over any cryptoassets appearing on the Services;
we do not have possession, custody, or control over any User's funds;
we do not store, send, or receive any cryptoassets.

You alone are responsible for securing your private keys. We do not have access to your private keys. Due to the technical nature of the underlying networks, we are not intermediaries, agents, advisors, or custodians of cryptoassets, and we have no fiduciary relationship or obligation to you regarding decisions or activities you take when using the Services. We do not have any information regarding any User's identity beyond what is publicly available via the blockchain. You should understand the risks associated with cryptoassets and blockchain technology before using the Services.

1.2 The Site is for information purposes

All information provided in connection with your access and use of the Site and the Services is for informational purposes only. You should not take, or refrain from taking, any action based solely on any information contained on the Site or any other materials made available — including blog posts, data, articles, links to third-party content, news feeds, tutorials, or videos.

Before making any financial, legal, technical, or other decisions involving the Services, you should seek independent professional advice from a licensed and qualified individual in the relevant area. Where the Services or third parties provide links to other sites, applications, or resources, you acknowledge that Cadmos is not responsible for the availability of such external resources, does not endorse them, and is not liable for any content, advertising, products, or other materials available on or through them.

02 Disclaimer of responsibility

You acknowledge and agree that Cadmos will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance on, any content, goods, or services available on the Site.

2.1 No representations or warranties by Cadmos

Cadmos makes no representations, warranties, or guarantees to you of any kind. The Services are provided on an "as is" and "as available" basis. Cadmos and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (the "Cadmos Indemnified Parties") make no guarantees of any kind in connection with the Services. To the maximum extent permitted under applicable law, the Cadmos Indemnified Parties disclaim all warranties and conditions, whether express or implied, of merchantability, fitness for a particular purpose, or non-infringement, and disclaim all responsibility and liability for:

2.1.1 the Services being accurate, complete, current, reliable, uninterrupted, timely, secure, or error-free. Information available through the Service is provided for general information only and should not be relied upon as the sole basis for making decisions. Any reliance on the Services is at your own risk;
2.1.2 any injury or damage resulting from the Services, including any physical, mental, or moral damage;
2.1.3 loss or damage caused by another User's conduct, by unauthorized actors, or by any unauthorized access to or use of the Services;
2.1.4 viruses, worms, Trojan horses, time bombs, cancel bots, spiders, malware, or any other malicious code that may affect the functionality or operation of the Services.

2.2 Assumption of risks

Engaging in transactions that rely on smart contracts and other experimental technology implies risks that you fully recognize and assume. Transactions processed through the Service rely on smart contracts stored on various blockchains, cryptographic tokens generated by those smart contracts, and other nascent software and systems that interact with blockchain-based networks. These technologies are experimental, speculative, inherently risky, and subject to change. Risks include, but are not limited to:

2.2.1 Digital risks — bugs, malfunctions, cyberattacks, or changes to the applicable blockchain (e.g. forks) or to the Protocol smart contracts could disrupt these technologies and result in a total loss of cryptoassets, their market value, or digital funds;
2.2.2 Legal risk — the regulatory regime for blockchain-based transactions is evolving and may change in ways that affect the Services or the Protocol;
2.2.3 Liquidity risk — the ability to withdraw or liquidate tokens or cryptoassets within the Protocol may suddenly vanish without warning;
2.2.4 Market risk — the market price of cryptoassets and tokens obtained through the Protocol may be subject to wide fluctuations, possibly leading to a partial or total loss of value;
2.2.5 Counterparty risk — some cryptoassets or tokens obtained through the Protocol may be subject to counterparty risk. Cadmos cannot exercise control over investment pools, tokens, or other cryptoassets available on the Protocol, nor over the counterparties to which they may be exposed. Users are responsible for applying proper due-diligence and risk-control mechanisms when obtaining or trading any Digital Tokens.

2.3 The User is fully responsible

You acknowledge:

2.3.1 to be fully responsible and liable for your trading and non-trading actions and inactions on the Site and all gains and losses sustained from your use of the Site and any Services;
2.3.2 to be solely responsible for the safekeeping of the private key associated with the blockchain address used to interact with the Protocol. Any unauthorized access to your wallet by third parties could result in the loss or theft of any cryptoasset or any funds held in your account. Cadmos has no involvement in, and you will not hold us responsible for, the management and security of your wallet;
2.3.3 the risks of using the Services. You bear sole responsibility for evaluating the Services before using them, and all transactions accessed through the Services are irreversible, final, and without refunds. The Services may be disabled, disrupted, or adversely impacted as a result of cyber-attacks, surges in activity, computer viruses, or other operational or technical challenges. Cadmos disclaims any ongoing obligation to notify you of all potential risks of using the Services;
2.3.4 to access and use the Services, including the Site, at your own risk;
2.3.5 to be solely responsible for conducting your own due diligence into the risks of a transaction and the underlying smart contracts and cryptoassets.

2.4 Limitation of responsibility

Cadmos assumes no liability for any claim, application, loss, injury, delay, accident, cost, business-interruption costs, attorneys' fees, or any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, or any other commercial losses (collectively, "Losses") directly or indirectly arising out of or related to:

these Terms of Service; the Site, and your use of it; the Services, and your use, misuse, or termination, suspension, or restriction of access;
any inaccurate, misleading, or incomplete statement by Cadmos or on the Site, whether caused by Cadmos's negligence or otherwise;
User error, such as forgotten passwords or incorrectly constructed smart contracts or transactions;
any failure, delay, malfunction, interruption, data loss, or decision by Cadmos in operating the Site or providing any Service;
any stolen, lost, or unauthorized use of your Digital Tokens Wallet information, any breach of security or data breach, or any criminal or other third-party act affecting Cadmos or any Associate;
malfunction or unintended function of the blockchain, any computer or cryptoasset network, including network forks, replay attacks, double-spend attacks, sybil attacks, 51% attacks, governance disputes, mining difficulty, changes in cryptography or consensus rules, hacking, or cybersecurity breaches;
malfunction or unintended function of the Protocol or any smart contract relied upon by the Protocol;
any change in the value of any cryptoasset; any change in law, regulation, or policy; any offer, representation, suggestion, statement, or claim made about Cadmos, the Site, or any Service by any Associate;
any delay in withdrawal or redemption, or loss of value, resulting from failure or insolvency of any bank, depository, custodian, borrower, or payment processor; theft; or freezes, seizures, or other legal process asserted by a Government;
another Person using your Digital Tokens, Digital Tokens Wallet, account, or password, with or without your knowledge.

You hereby agree to release the Cadmos Indemnified Parties from liability for any and all Losses, and you shall indemnify and hold the Cadmos Indemnified Parties and their Associates harmless from and against all Losses. The foregoing limitations apply whether the alleged liability is based on contract, negligence, tort, unjust enrichment, strict liability, violation of law or regulation, or any other basis, even if Cadmos has been advised of the possibility of such losses.

2.5 Warning concerning the blockchain

One of the defining features of blockchain technology is that its entries are immutable — they cannot be deleted or modified by anyone. This includes smart contracts and cryptoassets generated and programmed by smart contracts. Transactions recorded on the blockchain, including transfers of cryptoassets and data programmed into these assets (such as revenue and interest allocations), must be treated as permanent and cannot be undone by Cadmos or anyone else. You must be extremely careful when you perform a transaction that is to be recorded on the blockchain.

2.6 No liability for third-party services or links

Cadmos is not liable for any losses or issues arising from third-party transactions, including any network or applications, quality, delivery, or satisfaction with any products purchased by means of a Digital Token transfer. The use and access of any third-party products or services, including through the Services, is at your own risk.

2.7 Agreement to the automated processing of transactions

You agree to the automated collection and disbursement of proceeds by smart contracts. All transactions accessed through the Service will be automatically processed using one or more blockchain-based smart contracts. By engaging in transactions using the Services, you acknowledge and consent to the automatic processing of all transactions, and you further acknowledge that the applicable smart contract will dictate how funds and cryptoasset ownership are distributed.

2.8 No guarantee of quality or accessibility

You acknowledge that, from time to time, the Site and the Services may be inaccessible or inoperable for any reason, including equipment malfunctions, periodic maintenance, causes beyond our control, disruptions of underlying blockchain infrastructure, or unavailability of third-party service providers. The Services are provided on an "as is" and "as available" basis without warranty as to quality, expected performance or functionality, speed, transaction record, or absence of bugs.

2.9 No advice

Cadmos does not provide investment advice or advice on trading techniques, models, algorithms, or any other schemes.

Jurisdictional note Some jurisdictions do not allow the exclusion or limitation of certain warranties and liabilities. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent applicable law does not permit Cadmos Indemnified Parties to disclaim certain warranties or limit certain liabilities, the extent of liability and the scope of any such warranties will be as permitted under applicable law.

03 Prohibited use

By using the Services, you agree not to make the uses described below, which are strictly prohibited.

3.1 List of prohibited uses

You may not:

3.1.1 use the Site or any Services to promote or facilitate illegal activity, including money laundering, terrorist financing, tax evasion, or trafficking in illegal drugs, contraband, counterfeit goods, or illegal weapons;
3.1.2 use the Site or any Services if applicable Laws — including AML, CTF, anti-corruption, or economic-sanctions Laws — prohibit, penalize, sanction, or expose the Site to liability for any Services furnished or offered to you or to your Digital Tokens Wallet(s) or Address(es);
3.1.3 use the Site or any Services, or any financial services of any U.S. Financial Institution (whether or not an Affiliate or Associate of Cadmos), to facilitate, evade, violate, or circumvent applicable Laws, including AML, CTF, anti-corruption, or economic-sanctions Laws;
3.1.4 use the Site or any Services to evade taxes under any jurisdiction applicable to you or the Site;
3.1.5 use the Site or any Services to engage or attempt to engage in wash trading, spoofing, fictitious trading, or price manipulation; or to enter orders or quotes intended to disrupt the orderly conduct of trading or the fair execution of transactions; or with the intent of creating the false impression of market depth or interest;
3.1.6 use the Services with anything other than Fiat, funds, keys, property, or Digital Tokens that have been legally obtained by you and that belong to you;
3.1.7 use the Services to engage in conduct detrimental to Cadmos or any other Site User or third party;
3.1.8 interfere with or subvert the rights or obligations of Cadmos or of any other User or third party, or cause legal liability for Cadmos or another User;
3.1.9 take advantage of any technical glitch, malfunction, failure, delay, default, or security breach on the Site;
3.1.10 cause injury to, or attempt to harm, Cadmos or any third party through your access to the Site or Services; upload or transmit viruses, worms, Trojan horses, time bombs, cancel bots, spiders, malware, or other malicious code;
3.1.11 use the Services under false or fraudulent pretenses or otherwise being deceitful;
3.1.12 where you are subject to prohibitions or restrictions as set forth in P3.2, access the Site or use any Services using a virtual private network, proxy service, or any other third-party service intended to disguise your IP address or location, or use a Digital Tokens Address in or subject to the jurisdiction of any Prohibited Jurisdiction;
3.1.13 violate, cause a violation of, or conspire to violate these Terms or applicable Laws;
3.1.14 fail to comply with any element of these Terms.

Any use, whether actual or suspected, as described above shall constitute a "Prohibited Use".

3.2 Cadmos's right to intervene

If Cadmos determines that you have engaged in any Prohibited Use, Cadmos may sanction such Prohibited Use at its sole and absolute discretion. Such sanction may include — without notice — making a report to any Government, law enforcement, or other authority, and suspending or terminating your access to any Service. If your actions or inaction result in economic costs to Cadmos, you shall pay an amount sufficient to render Cadmos whole, including taxes or penalties imposed on Cadmos.

04 Taxes

Cadmos is not responsible for your taxes and duties. Users bear sole and entire responsibility for paying any and all taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with their use of the Services and/or payable as the result of using or exploiting any cryptoassets and interacting with smart contracts. Blockchain-based transactions have not yet received a precise legal regime, and their tax status is still uncertain in many jurisdictions.

05 Intellectual property

5.1 The trademarks, service marks, and trade names, including both word marks and design marks (the "Marks"), are the property of Cadmos or other third parties. You agree not to appropriate, copy, display, or use the Marks or other content without express, prior, written permission from Cadmos or the third-party owner — including as a domain name, social-media profile or handle, on a website, in advertising, in connection with a phone number or email address, in Internet search results, in metadata or code, or otherwise.

5.2 Unless otherwise indicated, all materials on the Site are copyrighted by, and owned exclusively by, Cadmos (the "Copyrights"). Cadmos reserves all rights in its Copyrights. You agree not to appropriate, copy, display, or use the Copyrights or other content without express, prior, written permission from Cadmos.

5.3 You may link to the Site's homepage or other pages, provided you do so in a way that is fair and legal and does not damage Cadmos's reputation or take advantage of it. You must not establish a link in a way that suggests any form of association, approval, or endorsement on Cadmos's part without prior, express, written consent.

5.4 The Site may provide certain social-media features that enable you to link, send communications, or display certain content. You may use these features solely as they are provided. You may not establish a link from any website you do not own; cause the Site or portions of it to be displayed on or by any other site (for example, framing, deep linking, or in-line linking); or otherwise take any action with respect to the materials on the Site that is inconsistent with these Terms.

5.5 The Site and Services are owned by Cadmos, its licensors, or other providers, and are protected by copyright, trademark, and other intellectual-property or proprietary-rights laws. All rights not expressly granted to you in these Terms are reserved by Cadmos. Except as expressly authorized by Cadmos or its licensors, you will not (a) license, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Site or Service available to any third party; (b) copy, modify, republish, distribute, or make derivative works based upon the Site or Service; (c) "frame" or "mirror" the Site or Service on any other server or device; or (d) reverse-engineer or access the Site or its Services in order to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions, or graphics, or (iii) copy any ideas, features, functions, or graphics of the Site or Service.

06 Your representations & warranties

You represent and warrant to Cadmos as follows:

6.1 if you are an individual User, you are of legal age, at least 18 years old, and have the capacity to contract under applicable Laws; your consent is free and informed and not subject to any constraint that would vitiate it;
6.2 if you are using the Site on behalf of a legal entity, (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf;
6.3 you understand the risks associated with using the Site, you are not prohibited or restricted from using the Site by P3.2, and you are not otherwise prohibited by any applicable Laws from using the Site;
6.4 you will not use the Site or any Services to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or blocked property, frozen assets, economic resources, or corruption related to any Person or Government Official under any applicable Laws, or to further any breach of applicable AML or CTF Laws, or to deal in any unlawful Digital Tokens, Fiat, property, funds, or proceeds;
6.5 you will not trade or obtain financing on the Site or use any Services with anything other than funds that have been legally obtained by you and that belong to you;
6.6 you are currently in compliance with, and must comply with, all Laws that relate to the Services, including AML, CTF, anti-corruption, economic-sanctions, or tax Laws (including FATCA and CRS);
6.7 you consent to any tax and information reporting under AML, CTF, anti-corruption, economic-sanctions, or tax Laws (including FATCA and CRS) as Cadmos may reasonably determine;
6.8 neither you nor any of your Affiliates shall use any funds subject to the Services directly or indirectly (i) on behalf of or for the benefit of a Sanctioned Person or any Person subject to the jurisdiction of a Prohibited Jurisdiction, except where authorized under any Government Approval or not restricted by applicable Laws; (ii) in violation of, or as prohibited under, applicable economic-sanctions Laws; or (iii) in any way that would violate, be inconsistent with, or cause the omission of any report required under applicable AML, CTF, or economic-sanctions Laws;
6.9 you have not (i) violated, (ii) been fined, debarred, sanctioned, or otherwise penalized under, (iii) received any oral or written notice from any Government concerning actual or possible violation by you under, or (iv) received any other report that you are the subject or target of sanctions or enforcement action under, any applicable Laws, including AML, CTF, anti-corruption, or economic-sanctions Laws;
6.10 neither you nor any Affiliate of yours is (i) itself or owned or controlled by a Sanctioned Person; (ii) involved in any transaction, transfer, or conduct likely to result in you or your Affiliates becoming a Sanctioned Person; or (iii) residing or domiciled in, or transferring Digital Tokens, Fiat, funds, or property to or from any account in, a Prohibited Jurisdiction or Government of a Prohibited Jurisdiction;
6.11 neither you nor any of your Affiliates has directly or indirectly offered, promised, given, or authorized any payment or anything of value, including any Digital Tokens, to a Government Official or to an individual employed by another entity in the private sector, in violation of any applicable anti-corruption Laws;
6.12 any instructions received or undertaken through the Service are deemed to be valid, binding, and conclusive, and Cadmos may act upon those instructions without any liability or responsibility attaching to it;
6.13 you will accurately and promptly inform Cadmos if you know or have reason to know that any of the foregoing representations or warranties are no longer correct;
6.14 you have been, are, and will be solely responsible for conducting your own due diligence into the risks of any transaction and the underlying smart contracts and cryptoassets.

07 Indemnification

You agree to indemnify, defend, and hold harmless the Cadmos Indemnified Parties from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of:

7.1 your breach or alleged breach of the Agreement (including these Terms);
7.2 anything you contribute to the Services;
7.3 your misuse of the Services, or any smart contract or script related thereto;
7.4 your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authority;
7.5 your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right;
7.6 your use of a third-party product, service, and/or website;
7.7 any misrepresentation made by you.

We reserve the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense of any claim. You will not in any event settle any claim without our prior written consent.

08 No waiver

Any failure by Cadmos to exercise any of its respective rights, powers, or remedies under these Terms, or any delay by Cadmos in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by Cadmos does not prevent it from exercising any other rights, powers, or remedies.

09 Force majeure

Cadmos is not responsible for damages caused by delay or failure to perform under these Terms when the delay or failure is due to fires; strikes or labor disputes; riots; embargoes; floods; bank failures; crypto or Digital Tokens market collapse or fluctuations; power outages or failures; acts of God or the state's enemies; lawful acts of public authorities; market movements, shifts, or volatility; computer, server, or Internet malfunctions; Internet disruptions, viruses, or mechanical, power, or communications failures; security breaches or cyber attacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of third parties; or any other delays, defaults, failures, or interruptions that cannot reasonably be foreseen or provided against, or that are otherwise outside Cadmos's control. In the event of force majeure, Cadmos is excused from any and all performance obligations and these Terms shall be fully and conclusively at an end.

10 Severability

If any provision of these Terms or part thereof is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity attaches only to such provision to the extent of its illegality, unenforceability, invalidity, or voidness, and everything else in these Terms continues in full force and effect.

11 Assignment

These Terms, and any rights, duties, and obligations contained herein, are not assignable by you without the prior written consent of Cadmos, an Indemnified Party, or its successors. These Terms are freely assignable by Cadmos without notice or your consent. Any attempt by you to assign these Terms without written consent is void.

12 Termination

This Agreement is effective unless and until terminated by either you or us. You may terminate your Agreement at any time by ceasing all access to the Site and the Services. If, in our sole judgment, you fail (or we suspect that you have failed) to comply with any provision of the Agreement, we reserve the right to terminate the Agreement and deny you access to the Services. We further reserve the right to restrict your access to the Site or to stop providing all or part of the Services at any time and for any reason, including without limitation if we reasonably believe:

12.1 your use of the Services exposes us to risk or liability;
12.2 you are using the Services for unlawful purposes; or
12.3 it is not commercially viable to continue providing you with our Services.

All of these are in addition to any other rights and remedies that may be available to us. You agree that we may remove the Services and/or any content thereon for indefinite periods of time, or cancel the Services at any time, without notice to you.

13 Governing law

These Terms and any separate agreements whereby we provide you Services shall be governed by, and construed in accordance with, the laws of France.

14 The Services

If you comply with these Terms, Cadmos grants you the limited right to use the Site and the Services.

Contingent on your ongoing compliance with the Agreement, we grant you a personal, worldwide, revocable, non-exclusive, and non-assignable licence to use the Service. The only purpose of this licence is to allow you to use and enjoy the Services solely as permitted by these Terms.

We own all rights in the Services, including any and all copyrights in any content, code, data, or other materials that you may access or use on or through the Services. Except as expressly set forth herein, your use of or access to the Services does not grant you any ownership or other rights therein.

15 Resolution of dispute — arbitration clause

Please review the arbitration provision set forth below carefully, as it will require all Cadmos customers to resolve disputes on an individual basis through final and binding arbitration. By entering this Agreement, you expressly acknowledge that you have read and understand all of its terms and have taken time to consider the consequences of this important decision.

Any dispute, controversy, or claim arising out of or relating to this contract — its interpretation, execution, the termination, or the invalidity thereof — shall be settled by the Commercial Court of Paris (Tribunal de Commerce de Paris). The language of proceedings shall be French.

One arbitrator shall be appointed to settle the dispute.

The arbitrator's award of damages must be consistent with the "Limitation of Responsibility" subsection of these Terms as to the types and amounts of damages for which a party may be held liable. The prevailing party will be entitled to an award of their reasonable attorney's fees and costs. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

Interpretation

DEF Definitions

In these Terms and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated.

I.1 Associates — Cadmos and each and every one of its respective shareholders, directors, officers, Affiliates, employees, contractors, agents, partners, insurers, and attorneys who or that are acting on behalf of the Site.
I.2 Cadmos Indemnified Parties — Cadmos, its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors.
I.3 Cadmos Site — the Cadmos website at cadmos.finance and any related applications and subdomains.
I.4 Cryptoasset — a cryptographically secured digital representation of value or contractual rights that uses a form of distributed-ledger technology and can be transferred, stored, or traded electronically.
I.5 Digital Tokens — any intangible asset representing, in digital form, one or more rights that may be issued, recorded, stored, or transferred by means of a shared electronic recording device that identifies the owner of such asset.
I.6 Economic Sanctions — financial sanctions, trade embargoes, export or import controls, anti-boycott measures, and restrictive trade measures enacted, administered, enforced, or penalized by any Laws applicable to you or the Site.
I.7 Fiat — a currency whose value is derived primarily from a government or institution that decides its legal tender.
I.8 Government — any body of persons that constitutes the governing authority of a political unit or organization, including any national, federal, state, municipal, local, or foreign branch of government.
I.9 Government Approval — any authorization, consent, approval, waiver, exception, variance, order, exemption, publication, filing, declaration, concession, grant, franchise, agreement, permission, permit, or licence of, from, or with any Governmental Authority, or the giving of notice to or registration with any Governmental Authority.
I.10 Government Official — an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political-party official, an officer or employee of a public international organization, and any Person acting in an official capacity for any of the foregoing.
I.11 Marks — the trademarks, service marks, and trade names, including both word marks and design marks, of Cadmos and other third parties.
I.12 Prohibited Jurisdictions — jurisdictions that do not meet international AML/CTF standards, including any jurisdiction identified by the Financial Action Task Force (FATF) as high-risk subject to a call for action, non-cooperative, strategically deficient, or under increased monitoring.
I.13 Person — an individual, association, partnership, corporation, other body corporate, trust, estate, and any form of organization, group, or entity recognized as a legal personality.
I.14 Prohibited Use — any use, whether actual or suspected, as described in Article 3.
I.15 Sanctions List — the "Specially Designated Nationals and Blocked Persons" (SDN) List and the Non-SDN List, including the Sectoral Sanctions Identifications List, published by OFAC; the Section 311 Special Measures lists published by FinCEN; and any other foreign-terrorist-organization or sanctioned-party list published under economic-sanctions, AML, or CTF Laws of the United States, the British Virgin Islands, the United Nations, the European Union, the United Kingdom, or any other applicable Government.
I.16 Sanctioned Person — any Person or Digital Tokens Address that is (i) specifically listed in any Sanctions List; or (ii) directly or indirectly owned 50% or more by any Person or group of Persons referred to in any Sanctions List; or (iii) a Government or Government Official of any Prohibited Jurisdiction; and that is not subject to any Government Approval or otherwise authorized under applicable Laws.
I.17 Service — the Cadmos Site.
I.18 Site — the Cadmos Site.
I.19 User — any Person that uses the Service.
I.20 U.S. Citizen or U.S. Resident — any U.S. citizen, U.S. lawful permanent resident, individual who meets the "substantial presence" test described in section 7701(b)(3) of the U.S. Internal Revenue Code of 1986 (as amended), protected individual under section 1324b(a)(3) of the U.S. Immigration and Nationality Act, or individual who holds a passport issued by the United States Government.
I.21 U.S. Person — (i) a U.S. Citizen or U.S. Resident; (ii) a corporation, partnership, or other entity established or organized in or under the Laws of the United States; (iii) any estate of a decedent who was a citizen or a resident of the United States; (iv) any trust where a U.S. court is able to exercise primary supervision over the administration of the trust and one or more United States Persons have authority to control all substantial decisions of the trust; or (v) any Person organized or incorporated outside the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly holds a 50% or greater equity interest by votes or value, holds a majority of seats or memberships on the board of directors of the entity, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the Person.