Preliminary

These Vault Participation Terms (this “Agreement”) govern your participation in a Paravel Vault. This Agreement is between you (the “Participant” or “you”) and, in respect of each Vault, the entity identified as the issuer of that Vault on the Interface (the “Issuer”, “we”, “our” or “us”).

The Issuer of each Vault is a limited liability company formed under the laws of the Republic of the Marshall Islands. The name, registration number and registered office of the Issuer of each Vault are published on the Interface, and no deposit may be made into a Vault unless that information is displayed on the Interface at the time of the deposit.

Where the Issuer of a Vault is to be replaced, or where a Vault is to be transferred to a different Issuer, the change is treated as a material amendment to this Agreement and Section 15 applies. You will receive not less than 30 days’ notice and may redeem in accordance with Section 8 before the change takes effect.

The Issuer is a separate legal entity from Paravel Citadel DAO LLC (the “Interface Operator”), which operates the paravel.xyz interface under the separate Paravel Interface Terms of Use. The Interface Operator is not the issuer of any Vault interest and is not responsible for the matters governed by this Agreement.

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Participation in a Vault is an investment. You may lose some or all of the assets you deposit.

• A Vault may hold loans and other credit exposures that are illiquid, held off-chain, and not verifiable on any blockchain. You bear the credit risk of the underlying borrowers. • Assets you deposit will leave the blockchain. They may be held in accounts with banks, payment institutions and other third parties, and transmitted to borrowers. You bear the risk of failure of those institutions. • Net asset value is determined by the Issuer, using estimates and judgement, and is binding on you absent manifest error. It is not a price at which you are guaranteed to be able to redeem. • Redemption is not guaranteed on demand. Redemption is subject to notice periods, available liquidity, gating, and suspension. See Section 8. • No principal, interest or return is guaranteed. Vault Interests are not deposits, are not insured, and are not protected by any compensation or guarantee scheme.

By depositing assets into a Vault you confirm you have read and accepted this Agreement in full.

1. Definitions

“Base Assets” means cash, stablecoins and liquid digital assets held by a Vault that are not Loan Assets or DeFi Assets.

“Business Day” means a day other than a Saturday, Sunday or public holiday on which banks are open for general business in Singapore.

“DeFi Assets” means positions held by a Vault in third-party decentralised finance protocols.

“Dealing Day” means, in respect of subscriptions, each Business Day, and in respect of redemptions, the dates specified in Section 8.

“Gate” has the meaning given in Section 8.6.

“Issuer” means, in respect of each Vault, the entity identified as the issuer of that Vault on the Interface from time to time, as described in the Preliminary section.

“Loan Assets” means loans, advances, receivables, participations, notes, promissory instruments and other credit exposures originated, acquired or held by or on behalf of the Issuer for the account of a Vault, including PayFi receivables and cross-border payment financing exposures, whether held on-chain or off-chain and whether or not evidenced by a transferable instrument.

“Net Asset Value” or “NAV” has the meaning given in Section 6.

“Payment Institution” means any bank, payment services provider, electronic money institution, stablecoin issuer, custodian or other financial institution with which assets of a Vault are held or through which they are transmitted.

“Vault” means each Paravel vault identified as such on the Interface, including the USDC Vault and the ETH Vault, and any additional vault established by the Issuer.

“Vault Interest” means the token or other interest issued to a Participant representing that Participant’s proportionate participation in a Vault.

“Valuation Day” means each date as at which NAV is determined under Section 6.2.

“Valuation Policy” means the Issuer’s written valuation policy referred to in Section 6, as amended from time to time and published on the Interface.

2. The Vaults

2.1 Purpose

Each Vault is a pool of assets managed by the Issuer with the objective of generating a return for Participants, principally through the origination of and investment in Loan Assets, and secondarily through holding Base Assets and DeFi Assets.

2.2 What a Vault may hold

A Vault may hold, in any proportion determined by the Issuer:

(a) Loan Assets, which may constitute the substantial majority of the Vault’s assets; (b) Base Assets; (c) DeFi Assets; and (d) any other asset the Issuer considers consistent with the Vault’s objective.

There is no guaranteed minimum allocation to liquid assets. The Issuer will endeavour to maintain a liquidity buffer sufficient to meet anticipated redemptions but does not undertake to do so and may fail to do so.

2.3 Segregation between Vaults

The Issuer will maintain separate books and records for each Vault and will not apply the assets of one Vault to meet the liabilities of another.

2.4 No separate legal personality

A Vault is not a separate legal person. Vault assets are held by or on behalf of the Issuer. Your Vault Interest is a claim against the Issuer in respect of the relevant Vault, and not a proprietary interest in any specific asset.

3. Eligibility and onboarding

3.1 Eligibility

You may participate in a Vault only if you satisfy the eligibility requirements in Section 3 of the Interface Terms of Use, including that you are not a Prohibited Person and that you are either outside every Restricted Jurisdiction or approved as an Eligible Investor.

3.2 Information and verification

The Issuer may require you to provide information and documentation concerning your identity, beneficial ownership, source of funds and source of wealth, investor classification, and tax status, and to update it. The Issuer may make such enquiries and use such verification providers as it considers appropriate.

The Issuer may require this information at any time, including in response to a request from a Payment Institution, a counterparty, or a competent authority.

3.3 Consequences of failure to verify

If you do not provide information requested under Section 3.2 within a reasonable period, or if the Issuer is unable to verify it, the Issuer may:

(a) decline to accept further deposits from you; (b) suspend processing of your redemption request until verification is complete; and (c) compulsorily redeem your Vault Interest under Section 9.

3.4 Continuing representation

You represent, on each occasion you deposit assets and on a continuing basis, that you satisfy Section 3.1, that the information you have provided is accurate and complete, and that the assets you deposit are lawfully yours and are not the proceeds of criminal or fraudulent activity. You must notify the Issuer promptly if any of this ceases to be true.

4. Deposits

4.1 Making a deposit

You may deposit permitted assets into a Vault on any Dealing Day, subject to any minimum, maximum and capacity limits published on the Interface. Deposits are effected by transaction with the relevant smart contract.

4.2 Issue of Vault Interests

On acceptance of a deposit, Vault Interests are issued to you at the applicable NAV per Vault Interest determined under Section 6.

4.3 Discretion to refuse

The Issuer may refuse any deposit, in whole or in part, without giving reasons, including where accepting it would breach applicable law, exceed a capacity limit, prejudice existing Participants, or where the depositor has not satisfied Section 3.

4.4 Transfer restrictions

Vault Interests may be transferred only in accordance with the transfer restrictions published on the Interface and applied at the smart contract level. The Issuer may restrict transfers to approved addresses and may decline to recognise any transfer made otherwise than in accordance with those restrictions.

5. Deployment of Vault assets and off-chain risk

5.1 Deployment

The Issuer has full discretion over the deployment of Vault assets, including the selection of borrowers and counterparties, the terms of Loan Assets, concentration, duration, pricing, and the allocation between Loan Assets, Base Assets and DeFi Assets.

5.2 Fund flow — what actually happens to deposited assets

You acknowledge and accept that assets deposited into a Vault may, in order to fund Loan Assets:

(a) be transferred out of the Vault smart contract to an address controlled by the Issuer or its affiliate; (b) be converted into fiat currency or another stablecoin; (c) be held in an account with one or more Payment Institutions; and (d) be transmitted to a borrower or an intermediary in a jurisdiction which may differ from your own.

At each of these stages the assets are outside the blockchain, are not verifiable on-chain, and are exposed to the solvency, performance and operational continuity of the relevant Payment Institution and counterparty.

5.3 Payment Institution and rail risk

You accept the risk that a Payment Institution may fail, become insolvent, suspend or terminate services, freeze or delay funds, or be subject to regulatory action; that a payment network or rail may be interrupted or become unavailable; that a stablecoin may depeg, become illiquid, or suspend redemption; and that funds in transit may be delayed, misdirected, blocked or lost.

The Issuer is not liable for any loss arising from any of these events save to the extent caused by its own fraud or wilful misconduct.

5.4 Concentration

A Vault may have significant exposure to a single borrower, originator, counterparty, Payment Institution, sector or jurisdiction. No concentration limit applies unless expressly published on the Interface. The Issuer will disclose material concentrations in the reporting referred to in Section 12.

6. Valuation and Net Asset Value

6.1 Determination

The Issuer determines the NAV of each Vault and the NAV per Vault Interest in accordance with the Valuation Policy.

6.2 Frequency

NAV is determined as at each Valuation Day, being each Business Day, and at such other times as the Issuer considers appropriate.

6.3 Basis of valuation

Subject to the Valuation Policy:

(a) Base Assets are valued at their prevailing market value, using the oracle or price source specified in the Valuation Policy; (b) DeFi Assets are valued by reference to the redeemable or realisable value of the position, using the oracle or price source specified in the Valuation Policy; (c) Loan Assets are valued at amortised cost — being principal outstanding plus accrued and unpaid interest and fees — less any impairment provision determined under Section 6.4; and (d) liabilities, including accrued fees and expenses, are deducted.

NAV per Vault Interest is the resulting net amount divided by the number of Vault Interests in issue.

6.4 Impairment

The Issuer will apply an impairment provision against a Loan Asset where, in its judgement, there is a material risk that it will not be recovered in full. The Valuation Policy sets out the provisioning framework, including staged provisioning by reference to days past due, borrower credit events, and counterparty or jurisdictional events.

The Issuer may write down a Loan Asset in whole or in part at any time and is not required to await a payment default before doing so.

6.5 Estimates, discretion and finality

You acknowledge that:

(a) valuation of Loan Assets necessarily involves estimates and the exercise of judgement, and different valuers applying reasonable methodologies could reach materially different results; (b) NAV is an estimate of value and not a price at which any Loan Asset could necessarily be realised, nor an amount at which you are guaranteed to be able to redeem; (c) the Issuer may depart from the methodology in Section 6.3 where it considers in good faith that doing so produces a fairer reflection of value, and will record the reason; and (d) the Issuer’s determination of NAV is final and binding on Participants in the absence of manifest error.

6.6 Correction of errors

If the Issuer identifies an error in a published NAV, it will correct it and publish the correction.

Where the error exceeds 0.5% of the NAV per Vault Interest as published (the “Materiality Threshold”), the Issuer will restate the affected NAV and will compensate, or procure the compensation of, any Participant who subscribed for or redeemed Vault Interests at the erroneous NAV, to the extent of the loss suffered by that Participant as a result of the error.

Where the error does not exceed the Materiality Threshold, the Issuer will correct the published NAV but is not obliged to restate any prior transaction or to make any compensating payment, and no Participant has a claim in respect of it.

6.7 Suspension of valuation

The Issuer may suspend the determination of NAV in any circumstance in which it may suspend redemption under Section 8.7. Where valuation is suspended, no deposits will be accepted and no redemptions processed.

7. Fees

7.1 No management or performance fee at present

The Issuer does not currently charge any management fee or any performance fee in respect of any Vault. No such fee accrues, and none is payable, unless and until introduced in accordance with Section 7.2.

7.2 Right to introduce or vary fees

The Issuer reserves the right to introduce a management fee, a performance fee, a redemption charge, a subscription charge or any other fee in respect of any Vault, and to vary any fee once introduced.

No fee may be introduced, and no fee once introduced may be increased, except on not less than 30 days’ notice, published on the Interface and, where the Issuer holds your contact details, sent to you. The notice will specify the fee, its rate, the basis on which it accrues, the frequency with which it is payable and, in the case of any performance fee, the high water mark applying to it and the basis on which it crystallises.

No fee introduced or increased under this Section applies to any period before the notice takes effect, or to any redemption request submitted before the notice took effect. You may redeem in accordance with Section 8 before a new or increased fee takes effect.

7.3 How the Issuer is currently remunerated

While no fee is charged under Section 7.1, the Issuer and its affiliates may be remunerated in connection with a Vault through fees received from borrowers and counterparties, and through the difference between the return on a Loan Asset and the return attributed to the Vault in respect of it. Section 7.5 applies to any such amount.

7.4 Vault expenses

The Vault bears its own expenses, including transaction and network fees, custody and Payment Institution charges, legal, audit, attestation and administration costs, and costs of enforcement and recovery in respect of Loan Assets. The Issuer will publish a schedule of fees and expenses on the Interface.

7.5 Origination and borrower-side fees

Where the Issuer or an affiliate receives any arrangement, origination, servicing, structuring, spread or similar amount from a borrower or counterparty in connection with a Loan Asset, the Issuer will disclose the existence and basis of that amount, and will state in the schedule of fees and expenses whether it accrues to the Vault or is retained by the Issuer or its affiliate.

8. Redemption

8.1 Redemption requests

You may request redemption of all or part of your Vault Interest by submitting a request through the Interface, in accordance with this Section.

8.2 Notice period

A redemption request must be submitted not less than 3 Business Days before the relevant Redemption Dealing Day. Requests received after the cut-off are treated as made for the following Redemption Dealing Day.

The Issuer will use reasonable endeavours to process redemption requests in a shorter period where the Vault’s liquidity permits, and ordinarily expects to do so. This paragraph does not oblige the Issuer to process any request in less than the period stated above, and no Participant may rely on the fact that earlier processing has occurred on any previous occasion.

8.3 Redemption Dealing Days

Redemptions are processed as at the 14th and 28th day of each calendar month (each a “Redemption Dealing Day”). Where the 14th or 28th is not a Business Day, the Redemption Dealing Day is the next following day that is a Business Day.

The Issuer may establish different Redemption Dealing Days for any Vault, including a different periodic cycle, to reflect the payment cycle of that Vault’s Loan Assets. The Redemption Dealing Days applicable to each Vault are published on the Interface, and the published days prevail over this Section in respect of that Vault.

Where the Issuer changes the Redemption Dealing Days applicable to a Vault after Vault Interests in it have been issued, the change is treated as a material amendment and Section 15 applies.

8.4 Price and payment

Vault Interests are redeemed at the NAV per Vault Interest determined as at the relevant Redemption Dealing Day, less any redemption charge published on the Interface. Redemption proceeds are paid within 3 Business Days of the Redemption Dealing Day, subject to Sections 8.6 to 8.9.

The Issuer will use reasonable endeavours to pay redemption proceeds earlier, and ordinarily expects to pay within 1 Business Day of the Redemption Dealing Day where the Vault’s liquidity permits, but is not obliged to do so.

8.5 Expedited redemption

You may request that a redemption be processed in advance of the next Redemption Dealing Day (an “Expedited Redemption”). The Issuer may accept or decline any such request at its discretion.

Where the Issuer accepts a request for Expedited Redemption:

(a) the redemption is effected as at a Business Day falling not later than 3 Business Days after acceptance, and that Business Day is treated as the Redemption Dealing Day for that redemption; (b) Vault Interests are redeemed at the NAV per Vault Interest determined as at that Business Day; and (c) an Expedited Redemption Fee of 1% of the redemption proceeds is deducted. The Expedited Redemption Fee accrues to the Vault for the benefit of remaining Participants, and no part of it accrues to the Issuer or any of its affiliates.

The Issuer will decline a request for Expedited Redemption where a Gate or a suspension is in effect, or where satisfying it would in the Issuer’s reasonable opinion prejudice remaining Participants. An accepted Expedited Redemption counts towards the Gate limits in Section 8.6 for the period in which it is effected.

8.6 Gating

If aggregate redemption requests for a Redemption Dealing Day exceed 10% of the NAV of the Vault, or if the aggregate of redemptions effected over the three Redemption Dealing Days ending on that Redemption Dealing Day would exceed 25% of the NAV of the Vault, the Issuer may satisfy requests pro rata up to the relevant limit (each a “Gate”). The unsatisfied balance of each request is carried forward to the next Redemption Dealing Day and ranks in priority to requests first submitted for that day, unless you withdraw it.

8.7 Suspension

The Issuer may suspend redemption, and the payment of redemption proceeds, in whole or in part, where in its reasonable opinion:

(a) the Vault does not have and cannot within a reasonable period realise sufficient liquid assets to meet redemption requests without prejudicing remaining Participants; (b) it is not reasonably practicable to determine the value of a material part of the Vault’s assets; (c) one or more borrowers representing a material part of the Vault’s Loan Assets is in default, or a credit event has occurred that materially affects the value of the Vault’s assets; (d) a Payment Institution has failed, suspended services, or frozen or delayed funds of the Vault, or a payment rail on which the Vault relies is unavailable; (e) a stablecoin in which a material part of the Vault’s assets is denominated has depegged materially or suspended redemption; (f) the relevant smart contracts or blockchain are unavailable, compromised, or subject to an exploit; (g) suspension is required by applicable law or by the direction or request of a competent authority; or (h) the Issuer has resolved to wind down the Vault.

The Issuer will publish notice of any suspension, the ground relied on, and its expected duration, as soon as reasonably practicable, and will publish updates not less than every 30 days while suspension continues. Suspension ends when the relevant ground no longer applies.

Redemption requests outstanding when a suspension begins remain outstanding unless withdrawn, and are processed in order of original submission when suspension ends.

8.8 Side pockets

Where a Loan Asset is in default, materially impaired, or cannot reliably be valued, the Issuer may designate it a “Side Pocket Asset” and allocate it to a separate class of Vault Interests held by Participants at the time of designation, pro rata.

Side Pocket Assets are excluded from NAV for subscription and redemption purposes. Vault Interests in a side pocket are not redeemable, and are realised and distributed as and when the underlying asset is recovered, in whole or in part. No management fee accrues on Side Pocket Assets, and no management fee introduced under Section 7.2 will accrue on them unless the notice introducing it expressly so provides.

8.9 Redemption in kind

Where the Issuer considers that satisfying a redemption request in cash would be materially prejudicial to remaining Participants, it may satisfy it in whole or in part by transferring assets of the Vault, valued under Section 6, instead of cash. The Issuer will consult you before doing so where reasonably practicable.

9. Compulsory redemption

9.1 Compulsory redemption for cause

The Issuer may compulsorily redeem all or part of your Vault Interest where:

(a) you are or become a Prohibited Person, or hold a Vault Interest in breach of Section 3; (b) you fail to provide information requested under Section 3.2, or it cannot be verified; (c) your continued participation would or may cause the Issuer, any Vault, or any Payment Institution to breach applicable law or to suffer material regulatory, tax or reputational detriment; (d) you acquired your Vault Interest in breach of the transfer restrictions in Section 4.4; or (e) you have breached Section 4.4 of the Interface Terms of Use (market and oracle manipulation).

Compulsory redemption under this Section is effected at the NAV per Vault Interest applicable at the relevant Redemption Dealing Day, less costs reasonably incurred by the Issuer in connection with the circumstances giving rise to it.

9.2 Compulsory redemption at the Issuer’s discretion

The Issuer may at any time, at its discretion and without being required to give any reason, compulsorily redeem the whole of any Participant’s Vault Interest.

Where the Issuer exercises the right in this Section:

(a) it will give you written notice; (b) the redemption is effected as at the first Redemption Dealing Day falling not less than 3 Business Days after the date of the notice, or such later Redemption Dealing Day as the notice specifies; and (c) your Vault Interest is redeemed at the full NAV per Vault Interest applicable at that Redemption Dealing Day, including all return accrued to that date, without deduction of any cost, charge, redemption fee or Expedited Redemption Fee.

Sections 8.6 to 8.9 apply to a redemption under this Section as they apply to a redemption requested by a Participant.

9.3 General

The Issuer does not claim, and will not exercise, any right to confiscate, forfeit or retain your Vault Interest or its value.

Where legally required to do so, the Issuer may withhold payment of redemption proceeds pending the direction of a competent authority.

10. Credit risk and absence of guarantee

10.1 You bear the credit risk

You bear the credit risk of the borrowers and counterparties to the Loan Assets. Default, insolvency, fraud, delay or non-performance by any borrower or counterparty may reduce the value of the Vault’s assets and may result in partial or total loss of the assets you deposited.

10.2 No guarantee

Neither the Issuer nor the Interface Operator nor any of their affiliates guarantees or underwrites the repayment of any Loan Asset, the payment of any interest, the preservation of capital, any rate of return, or any NAV.

10.3 Not deposits, not insured

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 in any jurisdiction.

10.4 Past performance

Past performance of any Vault, borrower, originator or strategy is not a guide to future performance. Historical default rates do not predict future default rates.

10.5 Recovery

Where a Loan Asset defaults, recovery may require enforcement in the borrower’s jurisdiction, may take an extended period, may cost more than is recovered, and may fail entirely. The Issuer is not obliged to pursue enforcement where it considers the likely cost disproportionate to the likely recovery.

11. Conflicts of interest

11.1 Disclosure

The Issuer, the Interface Operator and their affiliates, officers and personnel may have interests that conflict with those of Participants, including:

(a) originating, servicing, arranging or holding an economic interest in a borrower or counterparty to a Loan Asset; (b) receiving fees from borrowers or counterparties (see Section 7.5); (c) managing more than one Vault, or other vehicles, with competing demands for the same investment opportunity; (d) holding Vault Interests in the same or another Vault; and (e) determining NAV, which determines the price at which Vault Interests are issued and redeemed and, where any fee is introduced under Section 7.2, the fees payable to the Issuer.

11.2 Related party transactions

Where the Issuer or an affiliate has a direct or indirect economic interest in a borrower or counterparty, the Issuer will disclose that interest on the Interface and will identify the affected Loan Assets in the reporting referred to in Section 12.

11.3 Acting notwithstanding conflict

Subject to Sections 11.1 and 11.2, the Issuer may act notwithstanding a conflict of interest, provided it acts in good faith. The Issuer will allocate investment opportunities between Vaults and other vehicles on a basis it considers fair and will record the basis of allocation.

12. Reporting and transparency

12.1 NAV

The Issuer will publish the NAV and NAV per Vault Interest of each Vault on the Interface following each Valuation Day.

12.2 Portfolio reporting

The Issuer intends to publish, not less frequently than quarterly, a summary of each Vault’s composition, including the allocation between Loan Assets, Base Assets and DeFi Assets, material concentrations by borrower, originator, counterparty and jurisdiction, the weighted average duration of Loan Assets, and arrears and default information.

12.3 Third-party attestation

The Issuer intends to procure periodic attestation by an independent accounting or audit firm of the balances of Loan Assets held by each Vault, and to publish the resulting attestation on the Interface.

The Issuer will state the scope and limits of any attestation published. An attestation of balances is not an audit, does not verify credit origination or repayment activity at borrower level, and does not constitute an opinion on recoverability or on the adequacy of any impairment provision.

12.4 No obligation

Sections 12.2 and 12.3 describe the Issuer’s current intentions. They are not contractual obligations, and the Issuer may change the frequency, scope or format of reporting, or cease it, on notice published on the Interface.

13. Additional risk factors

In addition to the risks described elsewhere in this Agreement, you acknowledge:

(a) Liquidity risk. Loan Assets are illiquid. There is no secondary market for them and they may not be realisable at their carrying value or at all within any given period. (b) Valuation risk. The carrying value of Loan Assets is an estimate. Realised values may be materially lower. (c) Duration and rollover risk. Loan Assets may be subject to rollover. A borrower’s failure to repay at maturity may extend the Vault’s exposure beyond its expected duration. (d) Currency risk. Where Loan Assets are denominated in a currency other than the Vault’s base asset, the Vault is exposed to exchange rate movement. (e) Legal and enforcement risk. Loan Assets may be governed by, and enforceable only in, jurisdictions with legal systems that are slow, unpredictable, or unfavourable to foreign creditors. (f) Regulatory risk. Lending in a borrower’s jurisdiction may require licensing or authorisation. Regulatory change may render a Loan Asset unenforceable, require the Vault to cease an activity, or prevent the Issuer from operating a Vault. (g) Structural risk. The Issuer is an unregulated entity. No Vault is authorised, registered or supervised by any financial services regulator in any jurisdiction. You do not have the benefit of the protections that would apply to a regulated fund or a regulated lender, including regulatory oversight of valuation, mandatory audit, custody requirements, or access to an ombudsman or compensation scheme. (h) Smart contract and key management risk. Vault assets on-chain are exposed to smart contract vulnerability, exploit, and compromise or loss of administrative keys. (i) Tax risk. The tax treatment of your participation is uncertain and depends on your circumstances. You should take your own advice.

14. Limitation of liability and indemnity

14.1 Liability that cannot be limited

Nothing in this Agreement excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, or any liability that cannot lawfully be excluded.

14.2 Limitation

Subject to Section 14.1, and to the maximum extent permitted by law, neither the Issuer nor any of its affiliates, officers, directors, managers, members, employees, contractors, agents or service providers (together with the Multisig Members, the “Protected Persons”) is liable to you for:

(a) any loss in the value of your Vault Interest; (b) the default, insolvency, fraud or non-performance of any borrower, counterparty or Payment Institution; (c) any act or omission taken in good faith in the exercise of a discretion conferred by this Agreement, including as to valuation, deployment, gating and suspension; or (d) any indirect, incidental, special, consequential or punitive loss, or any loss of profit, revenue, opportunity or anticipated savings.

14.3 Cap

Subject to Section 14.1, the aggregate liability of the Protected Persons to you under or in connection with this Agreement shall not exceed the greater of (a) US$1,000 and (b) the aggregate management and performance fees actually received by the Issuer in respect of your Vault Interest in the 12 months preceding the event giving rise to the claim.

14.4 Indemnity

You will indemnify the Protected Persons against any claim, liability, loss, cost or expense arising from your breach of this Agreement, your breach of applicable law, the inaccuracy of any information you have provided, or your fraud or wilful misconduct.

14.5 Third-party beneficiaries

Each Protected Person other than the Issuer is an intended third-party beneficiary of Sections 10, 13 and 14 and may enforce them directly.

15. Amendment

The Issuer may amend this Agreement. The current version is published on the Interface with the “Last updated” date.

Where an amendment is material — including any change to Sections 6, 7, 8 or 9 — the Issuer will give not less than 30 days’ notice before it takes effect, published on the Interface and, where the Issuer holds your contact details, sent to you. Non-material amendments take effect on publication.

You may redeem in accordance with Section 8 before a material amendment takes effect. Continued participation after it takes effect constitutes acceptance. No amendment applies to a dispute for which arbitration has already been commenced, or to a redemption request submitted before the notice took effect.

16. Term and wind-down

16.1 Wind-down

The Issuer may resolve to wind down a Vault at any time, and will publish notice of that resolution.

16.2 Process

On wind-down the Issuer will cease accepting deposits, suspend ordinary redemption under Section 8.7(h), realise the Vault’s assets in an orderly manner, discharge the Vault’s liabilities, and distribute the net proceeds to Participants pro rata to their Vault Interests.

16.3 Timing

Realisation of Loan Assets may take an extended period, and distributions may be made in instalments as assets are realised. The Issuer may make a final distribution and retain a reserve against contingent liabilities and the costs of wind-down.

17. Dispute resolution

Section 16 of the Interface Terms of Use (informal resolution, arbitration, exceptions, costs, class action waiver, opt-out and limitation period) applies to any dispute arising out of or in connection with this Agreement as if set out in full here, with references to “the Company” read as references to the Issuer.

18. General

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

18.2 Relationship with other documents. This Agreement governs your participation in a Vault. The Interface Terms of Use govern your use of the Interface. In the event of conflict in relation to a Vault, this Agreement prevails. The Valuation Policy and the fee schedule are incorporated by reference.

18.3 No partnership or fiduciary relationship. Nothing in this Agreement creates a partnership, joint venture or agency between the Issuer and any Participant. To the fullest extent permitted by law, the parties eliminate any fiduciary duty the Issuer would otherwise owe, save in respect of fraud, wilful misconduct, misappropriation of assets, or bad faith breach of the implied covenant of good faith and fair dealing.

18.4 Assignment. You may not assign your rights under this Agreement except by a transfer of Vault Interests permitted under Section 4.4. The Issuer may assign to an affiliate or a successor in interest.

18.5 Severability, waiver, headings, language. Sections 18.4, 18.5, 18.7 and 18.8 of the Interface Terms of Use apply to this Agreement.

18.6 Force majeure. Section 18.6 of the Interface Terms of Use applies to this Agreement.

18.7 Contact. legal@paravel.xyz