Please read these Interface Terms of Use (this “Agreement”) carefully. Your access to or use of the Interface constitutes your acceptance of this Agreement. If you do not agree, you must discontinue use of the Interface.

This Agreement is between you (the “User” or “you”) and Paravel Citadel DAO LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands (the “Company”, “we”, “our” or “us”).

IMPORTANT

This Agreement contains a mandatory individual arbitration clause and a class action waiver. You may opt out of the arbitration clause within 30 days as set out in Section 16.6.

The Interface is not available to persons in certain jurisdictions, and is available in others only to persons meeting specified investor eligibility criteria. See Section 3.

Depositing assets into a Paravel Vault is governed by the Paravel Vault Participation Terms, a separate agreement between you and the issuer of that Vault (the “Issuer”). The identity of the Issuer of each Vault is published on the Interface. This Agreement does not govern that relationship. Depositing assets involves risk of total loss of capital.

1. The Interface

1.1 What the Interface is

The Company operates a web-based application located at paravel.xyz and app.paravel.xyz, together with any successor or associated applications, application programming interfaces, and documentation (the “Interface”). The Interface displays blockchain and other data and provides a user interface through which you may, using a self-custodial digital wallet, interact with certain smart contracts deployed on the Ethereum blockchain and other public blockchains (the “Protocol”), including smart contracts constituting the Paravel vaults (each a “Vault”).

The Interface is a tool. It does not execute transactions on your behalf, and it is not the only means of interacting with the Protocol. The Protocol is separate from the Interface, and your use of the Protocol is at your own risk.

1.2 The Interface is non-custodial

The Company does not take custody or control of assets held in your wallet. The Company does not hold your private keys, cannot access your wallet, and cannot recover or restore access to it.

1.3 What happens to assets you deposit into a Vault

Assets deposited into a Vault leave your control. They are held by, or on behalf of, the Issuer and may be deployed into loan assets and other investments, including assets held off-chain and outside any blockchain, in accounts with banks, payment institutions and other third parties. the Issuer exercises discretion over that deployment.

The Company is not the issuer of any Vault interest, does not accept subscriptions, does not determine net asset value, and is not responsible for the performance of any Vault or its assets. The terms on which you deposit assets into a Vault, the rights attaching to Vault interests, and all matters concerning valuation, fees, redemption and suspension are governed exclusively by the Paravel Vault Participation Terms between you and the Issuer.

To the extent of any conflict between this Agreement and the Vault Participation Terms in relation to the Vaults, the Vault Participation Terms prevail.

1.4 Administrative controls

Certain functions of the Protocol are controlled by multi-signature wallets and role-based authorities (together, the “Administrative Controls”). Persons authorised to operate the Administrative Controls (the “Multisig Members”) may have the ability to pause functions, authorise transactions, update parameters, effect upgrades, and exercise other controls. Some Multisig Members are officers, employees or contractors of the Company or the Issuer; others may be unaffiliated third parties over whom the Company has no control. The Company disclaims liability for any act or omission of any Multisig Member not under its direct control.

1.5 Fees for the Interface

The Company does not currently charge a fee for access to or use of the Interface. The Company reserves the right to introduce Interface fees on not less than 30 days’ notice.

Your use of the Interface may cause you to incur network (“gas”) fees, wallet provider fees, and fees charged by third-party protocols. These are your sole responsibility, and any fee estimate displayed by the Interface is an estimate only. Fees payable in respect of a Vault (including management and performance fees) are charged by the Issuer under the Vault Participation Terms, not by the Company under this Agreement.

2. Your representations

As a condition of using the Interface you represent and warrant that:

you have the legal capacity to enter into this Agreement and, where you act for an entity, authority to bind that entity;

you meet the eligibility criteria in Section 3 and are not a Prohibited Person;

you are not entering into this Agreement as a consumer;

any digital assets you use in connection with the Interface are lawfully owned by you or you are authorised to deal with them, and are not the direct or indirect proceeds of criminal or fraudulent activity;

you are solely responsible for the security of your wallet, private keys, seed phrases and access credentials;

you are solely responsible for determining and discharging any tax liability arising from your use of the Interface, the Protocol or any Vault;

you will comply with all laws applicable to you, including anti-money laundering, counter-terrorist financing, sanctions, export control and data protection laws; and

you possess sufficient knowledge and experience in blockchain technology, digital assets, and private credit investment to evaluate the risks described in this Agreement and in the Vault Participation Terms.

3. Eligibility

3.1 Prohibited Persons

The Interface is not available to any person who is (a “Prohibited Person”):

under 18 years of age;

listed on, or owned or controlled by a person listed on, any sanctions or restricted party list maintained by the United States (including the OFAC Specially Designated Nationals and Blocked Persons List, the Commerce Department Entity List and Denied Persons List), the United Kingdom (HM Treasury Consolidated List), the European Union, or the United Nations;

a citizen or resident of, located in, or organised under the laws of a Sanctioned Jurisdiction; or

a person with whom the Company is otherwise prohibited from dealing under applicable law.

“Sanctioned Jurisdictions” means Belarus, Burundi, Central African Republic, Crimea and the Donetsk and Luhansk regions of Ukraine, Cuba, the Democratic Republic of the Congo, Iran, Iraq, Lebanon, Libya, Mali, Myanmar (Burma), Nicaragua, North Korea, Russia, Somalia, South Sudan, Sudan, Syria, Venezuela, Yemen and Zimbabwe, together with any other jurisdiction subject to comprehensive sanctions from time to time.

3.2 Restricted Jurisdictions

Access to Vault functionality through the Interface is not available to persons in the United States, the United Kingdom, the European Economic Area, Singapore, Canada, or Australia (each a “Restricted Jurisdiction”), except where Section 3.3 applies. Persons in a Restricted Jurisdiction may access non-gated informational content on the Interface.

3.3 Eligible Investor exemption

Notwithstanding Section 3.2, a person in a Restricted Jurisdiction may be permitted to access Vault functionality where that person:

qualifies as an Eligible Investor — meaning a professional client or elective professional client (United Kingdom, European Economic Area), an accredited investor (United States, Singapore), a permitted client (Canada), or a wholesale client (Australia), in each case as defined under the applicable law of that jurisdiction;

completes the Company’s or the Issuer’s eligibility attestation and any verification requested; and

is approved for access, which approval may be refused or withdrawn at any time in the Company’s sole discretion.

3.4 Circumvention

You must not use a virtual private network, proxy server, or other tool or technique to conceal your location or to circumvent the restrictions in this Section 3.

If the Company determines, acting reasonably, that you have done so, or that you are a Prohibited Person, or that you have accessed the Interface from a Restricted Jurisdiction without qualifying under Section 3.3, the Company may:

suspend or terminate your access to the Interface;

decline to transmit any transaction; and

notify the Issuer, which may exercise its rights of compulsory redemption under the Vault Participation Terms.

Compulsory redemption under the Vault Participation Terms is effected at the applicable net asset value, less costs reasonably incurred. Neither the Company nor the Issuer claims any right to confiscate, forfeit or retain your assets or Vault interests.

4. Licence and restrictions

4.1 Licence

Subject to this Agreement, the Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Interface for lawful purposes.

4.2 Restrictions

You may not:

use the Interface for any unlawful purpose or in breach of applicable law;

copy, modify, distribute, publish, license, create derivative works from, or sell any content obtained through the Interface, save for temporary browser caching;

reverse engineer, decompile, disassemble or attempt to extract the source code of the Interface, except to the extent this restriction is prohibited by law;

attempt to gain unauthorised access to the Interface, the Protocol, or any connected system;

use any bot, scraper, crawler or other automated means to access the Interface, other than automation operating in the ordinary course of use that does not disrupt or burden the Interface;

introduce any virus, worm, logic bomb or other malicious code;

impose an unreasonable or disproportionate load on the Company’s infrastructure;

impersonate any person, or misrepresent your identity, eligibility or affiliation;

interfere with any other person’s use of the Interface;

remove or obscure any proprietary notice; or

induce or assist any third party to do any of the above.

4.3 Phishing, spoofing and impersonation

You must not create, distribute or operate any website, application, communication or interface that imitates or purports to originate from the Company, the Interface, the Issuer or the Protocol, including any fraudulent wallet connection prompt or transaction interface.

You are solely responsible for verifying that any website, link or communication is authentic before engaging with it, including confirming that the domain matches the official domain. The Company is not responsible for any loss arising from your interaction with any site or communication it does not operate.

4.4 Market and oracle manipulation

You must not engage in, facilitate or promote:

any transaction that constitutes market manipulation, spoofing, wash trading, or otherwise breaches any law concerning market integrity;

any manipulation of a price oracle or other data feed relied upon by the Protocol, whether by coordinated trading, large-scale or flash-loan-funded trades, or the establishment of offsetting positions across accounts, with the purpose or effect of causing any smart contract to report an inaccurate valuation; or

any attempt to exploit the Vault deposit, redemption or valuation mechanism, including by acting on information about a pending valuation adjustment.

Any breach of this Section 4.4 is a material breach of this Agreement.

5. Wallets and third parties

5.1 Wallets

Connecting a third-party wallet to the Interface is governed by the terms of that wallet provider. The Company does not operate, maintain or endorse any wallet, has no access to your private keys or seed phrase, and cannot assist you in recovering access. The Company makes no representation as to compatibility between the Interface and any wallet.

5.2 Third-party protocols and materials

The Interface may display, reference or enable interaction with third-party protocols, content, applications and websites (“Third-Party Materials”). The Company does not control, assess or endorse any Third-Party Materials and makes no representation as to their functionality, accuracy, security or legality. Your use of Third-Party Materials is governed solely by the relevant third party’s terms. You waive any claim against the Company arising from Third-Party Materials.

6. Changes to the Interface and to this Agreement

6.1 Changes to the Interface

The Company may modify, suspend or discontinue the Interface or any part of it at any time. The Interface is provided on an “as is” and “as available” basis and may be unavailable for reasons including maintenance, equipment failure, blockchain or third-party outage, and circumstances beyond the Company’s control.

6.2 Changes to this Agreement

The Company may amend this Agreement. The current version will be posted on the Interface with the “Last updated” date. Where an amendment is material, the Company will give not less than 30 days’ notice before it takes effect, by posting a prominent notice on the Interface and, where the Company holds contact details for you, by email. Non-material amendments take effect on posting.

Your continued use of the Interface after an amendment takes effect constitutes acceptance of it. If you do not accept an amendment, you must stop using the Interface. No amendment applies to a dispute for which arbitration has already been commenced.

7. Intellectual property

7.1 Ownership

The Interface, including its design, text, graphics, logos and proprietary content, and all intellectual property rights in it, are owned by the Company or its licensors. Nothing in this Agreement grants you any right in the Company’s trademarks, name, logo or branding.

Certain software used in the Services may be made available under an open source licence. Open source code is published at the Paravel GitHub repository and is licensed under the GNU Affero General Public License version 3.

7.2 Feedback

Any feedback, suggestion, bug report or idea you provide becomes the property of the Company. You assign to the Company all right, title and interest in any such feedback, including all intellectual property rights, and waive any moral rights. Providing feedback confers no right or interest in the Interface or the Protocol.

8. Assumption of risk

You acknowledge and accept that:

Technology risk. Smart contracts execute automatically and transactions are generally irreversible. Vulnerabilities in the design, programming or implementation of any blockchain, the Protocol, any smart contract, or any third-party protocol may result in loss.

Cryptographic risk. Advances in cryptanalysis or computing, including quantum computing, may compromise the cryptographic systems on which digital assets depend.

Key management risk. Loss or compromise of your private keys will permanently and irreversibly deny you access to your assets. No person can recover them.

Blockchain risk. The Company does not own or operate the underlying blockchain networks. Those networks may fork, halt, become congested, or change their operating rules, and may become unavailable.

Volatility risk. Digital assets are volatile and transaction costs are variable and may rise without notice.

Regulatory risk. Legal, regulatory and tax treatment of blockchain technology, digital assets and private credit is uncertain and changing. Changes may materially affect the Interface, the Protocol, the Vaults, or the Company’s or the Issuer’s ability to operate. Your access may be suspended or terminated as a result.

Data accuracy risk. Information displayed through the Interface, including pricing, valuation and performance data, may be inaccurate, incomplete or out of date. It is provided for information only and must be independently verified before you rely on it.

Investment risk. Depositing assets into a Vault is an investment that may result in the loss of all capital deposited. The risks of the Vaults, including credit risk, liquidity risk and valuation risk, are described in the Vault Participation Terms, which you should read in full.

Digital assets and Vault interests are not deposits, are not guaranteed by any bank or financial institution, and are not insured or protected by any deposit guarantee, compensation or investor protection scheme.

9. Disclaimers

THE INTERFACE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROTECTED PERSONS (AS DEFINED IN SECTION 12) DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING AS TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, QUALITY, SECURITY, PERFORMANCE, WORKMANSHIP, TECHNICAL CODING, AND ABSENCE OF DEFECTS WHETHER LATENT OR PATENT.

The Protected Persons make no representation and disclaim all responsibility for: the completeness, accuracy, availability, timeliness or reliability of the Interface or the Protocol; any harm to your systems or data; compatibility with any wallet, device or system; and whether the Interface will be available on an uninterrupted, secure or error-free basis.

No advice. The Company does not provide investment, financial, legal, accounting or tax advice. Nothing displayed through the Interface constitutes a recommendation, solicitation, or inducement to deal in any asset, or an opinion on the merits of any transaction. All transactions you effect are unsolicited: the Company does not conduct any suitability or appropriateness assessment. You alone are responsible for determining whether any transaction is appropriate for you.

No fiduciary duty. To the fullest extent permitted by law, the parties agree to eliminate any fiduciary duty the Company may owe to you, provided that this does not extend to fraud, wilful misconduct, misappropriation of assets, or any act constituting a bad faith breach of the implied covenant of good faith and fair dealing.

No brokerage. The Company does not broker orders, match buyers and sellers, execute or settle transactions, or offer any product or financial instrument for sale or distribution.

10. Limitation of liability

10.1 Liability that cannot be limited

Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

10.2 Exclusions

Subject to Section 10.1, and to the maximum extent permitted by law, no Protected Person is liable to you for any indirect, incidental, special, consequential, punitive or exemplary damages, or for any loss of profit, revenue, goodwill, opportunity, data or anticipated savings, however caused and under any theory of liability, arising out of or in connection with: the Interface or your use of or inability to use it; unauthorised access to your data or transmissions; the conduct of any third party; any act or omission of any Multisig Member; technical malfunction, outage, latency or interruption; errors or inaccuracies in data displayed; or the availability or unavailability of the Interface.

10.3 Cap

Subject to Section 10.1, the aggregate liability of the Protected Persons to you arising out of or in connection with this Agreement, whether in contract, tort (including negligence), strict liability or otherwise, shall not exceed US$100.

This cap is an agreed allocation of risk and not a penalty, and applies regardless of whether any Protected Person was advised of the possibility of the relevant loss. Some jurisdictions do not permit the exclusion of certain warranties or the limitation of certain liabilities, and this Section applies only to the extent permitted by law.

11. Indemnity

You agree to indemnify and hold harmless the Protected Persons from and against any claim, liability, loss, damage, cost or expense (including reasonable legal fees) arising out of or in connection with:

your access to or use of the Interface;

your breach of this Agreement or of any applicable law;

your infringement of any third-party right;

your negligence, fraud or wilful misconduct; or

any use of the Interface by a third party using any device, account or credential you control.

Where you are required to indemnify a Protected Person, that person may assume exclusive control of the defence and settlement of the relevant claim, and you will cooperate fully.

12. Protected Persons and third-party beneficiaries

“Protected Persons” means the Company, the Issuer, their respective affiliates and subsidiaries, and each of their respective officers, directors, managers, members, employees, contractors, agents, representatives, partners, licensors and service providers, together with the Multisig Members.

Each Protected Person other than the Company is an intended third-party beneficiary of Sections 8 to 12 and may enforce those provisions directly. Save as set out in this Section, there are no third-party beneficiaries to this Agreement.

13. Prohibited use

You may not use the Interface to engage in, or assist any person to engage in:

any activity that violates or facilitates violation of any law, including sanctions administered by OFAC, HM Treasury’s Office of Financial Sanctions Implementation, the European Union, or the United Nations;

money laundering, terrorist financing, tax evasion, or the transmission of the proceeds of criminal or fraudulent activity;

circumvention of the eligibility restrictions in Section 3;

market or oracle manipulation, as described in Section 4.4;

fraud, misrepresentation, or the provision of false or misleading information;

infringement of intellectual property or publicity rights;

harassment, abuse, defamation, or incitement of violence or hatred; or

any other activity restricted by Section 4.2 or 4.3.

If you are uncertain whether a proposed use is prohibited, contact legal@paravel.xyz before proceeding.

14. Suspension and termination

The Company may suspend or terminate your access to the Interface, in whole or in part, with or without notice, where:

you breach this Agreement;

you are or become a Prohibited Person, or access the Interface from a Restricted Jurisdiction other than in accordance with Section 3.3;

you provide false, incomplete or misleading information;

the Company reasonably suspects fraudulent, unlawful or manipulative activity; or

the Company considers it necessary to comply with applicable law, a request of a competent authority, or its own compliance policies.

Suspension or termination of Interface access does not of itself affect your Vault interest, which continues to be governed by the Vault Participation Terms. Sections 4.2, 7 to 14 and 16 to 18 survive termination.

15. Information and privacy

The Company processes information in accordance with its Privacy Policy, which is incorporated by reference. You should read it before using the Interface.

Blockchain networks are public. Wallet addresses, balances, transaction history and smart contract interactions are visible to anyone and are outside the Company’s control.

The Company may collect and process wallet addresses, IP address and location data, device and usage data, and information you submit, for the purposes of operating the Interface, enforcing Section 3, and detecting and preventing unlawful activity. The Company may share this information with blockchain analytics providers, compliance service providers, and the Issuer, and may disclose it where required by law or compulsory legal process.

16. Dispute resolution

16.1 Informal resolution first

Before commencing arbitration, you and the Company will attempt in good faith to resolve any dispute, controversy or claim arising out of or in connection with this Agreement (a “Dispute”) informally. You must notify the Company by email to legal@paravel.xyz, setting out your name, address, email address, the nature and basis of the Dispute, and the relief sought. The receiving party has 30 days to respond. This is a condition precedent to arbitration.

16.2 Arbitration

Any Dispute not resolved under Section 16.1, including any question as to the existence, validity or termination of this Agreement and any question of arbitrability, shall be referred to and finally resolved by arbitration under the Rules of the Singapore International Arbitration Centre, which are incorporated by reference. The tribunal shall consist of one arbitrator. The seat of arbitration shall be Singapore. The language shall be English. The governing law of the arbitration agreement shall be the law of the Republic of the Marshall Islands.

16.3 Exceptions

The following are not subject to arbitration and may be brought in a court of competent jurisdiction: claims within the jurisdiction of a small claims court brought on an individual basis; applications for injunctive or other equitable relief; and disputes concerning intellectual property rights. For such claims you and the Company submit to the non-exclusive jurisdiction of the courts of the Republic of the Marshall Islands.

16.4 Costs

Arbitration costs are governed by the applicable Rules. If you demonstrate that the costs payable by you under those Rules would be prohibitively greater than those of a court proceeding, the Company will pay the additional amount the tribunal determines is necessary to prevent that outcome — unless the tribunal finds your claim or the relief sought frivolous, in which case you will reimburse the Company for amounts it has paid on your behalf.

16.5 Class action waiver

ANY PROCEEDING TO RESOLVE A DISPUTE WILL BE BROUGHT AND CONDUCTED ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS, CONSOLIDATED, MULTIPLE-PLAINTIFF OR REPRESENTATIVE ACTION. YOU AND THE COMPANY WAIVE ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. THE TRIBUNAL MAY NOT CONSOLIDATE CLAIMS, CONDUCT A CLASS PROCEEDING, OR MAKE AN AWARD TO ANY PERSON NOT A PARTY TO THE ARBITRATION.

If this waiver is held limited, void or unenforceable in any proceeding, the agreement to arbitrate in Section 16.2 is null and void as to that proceeding, and the proceeding must be brought in a court of competent jurisdiction.

16.6 Right to opt out of arbitration

You may opt out of Section 16.2 by giving written notice to legal@paravel.xyz within 30 days of the earlier of your first connecting a wallet to the Interface and your first accepting this Agreement. The notice must identify you and state clearly that you are opting out of arbitration.

Opting out of arbitration does not affect the class action waiver in Section 16.5, which continues to apply unless you opt out of both. You may not opt out of the class action waiver alone. If you opt out, the Company is likewise not bound to arbitrate Disputes with you.

16.7 Limitation period

Any Dispute must be commenced within one year after it arose, failing which it is permanently barred.

17. Injunctive relief

You acknowledge that a breach of this Agreement may cause harm to the Company for which damages are not an adequate remedy, and that the Company is entitled to seek injunctive or equitable relief without the need to post security or prove actual damage, in addition to any other remedy.

18. General

18.1 Governing law. This Agreement and any Dispute are governed by the law of the Republic of the Marshall Islands, without regard to conflict of laws rules.

18.2 Entire agreement. This Agreement, together with the Privacy Policy, constitutes the entire agreement between you and the Company in relation to the Interface and supersedes all prior understandings. The Vault Participation Terms and the Rewards Program Terms are separate agreements and are not superseded by this Agreement.

18.3 Assignment. You may not assign or transfer any right or obligation under this Agreement without the Company’s prior written consent. The Company may assign this Agreement to an affiliate or to a successor in interest to the business.

18.4 Severability. If any provision is held invalid or unenforceable, it is severed and the remainder continues in full force. The tribunal or court should give effect to the parties’ intentions as reflected in the severed provision so far as lawfully possible.

18.5 Waiver. Failure to enforce any provision is not a waiver of it or of any other provision.

18.6 Force majeure. The Company is not liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, flood, fire, earthquake, epidemic or pandemic, war, terrorism, civil unrest, government action or order, change in law, embargo, labour dispute, utility or telecommunications failure, internet or infrastructure outage, blockchain network failure or fork, oracle or data source failure, smart contract exploit, and failure, insolvency, suspension or interruption of any bank, payment institution, payment network or stablecoin issuer.

18.7 Headings. Headings are for convenience only and have no contractual effect.

18.8 Language. In the event of conflict between this Agreement and any translation, the English version prevails.

18.9 Communications. You acknowledge that you may not provide contact details when using the Interface, that the Company may hold no means of identifying or contacting you, and that the Company is under no obligation to contact you in relation to your use of the Interface. Where the Company does hold your contact details, it may use them in connection with the Interface and this Agreement.

18.10 Contact. Questions, complaints and claims: legal@paravel.xyz.