Last Update: September 04, 2024

Version: 1.0

1. Application. This Vault Legal Notice is provided by the Strategist and governs any use, reliance upon or interaction with the Vault and Strategy. Subject to the terms herein contained, this document shall be considered a legally binding agreement exclusively between the Strategist and you. This Vault Legal Notice may be modified, supplemented or updated from time to time at our sole discretion without your consent and a notice to you. If this Vault Legal Notice is changed, the “Last Updated” date and the document version at the top of this Vault Legal Notice will be updated accordingly.
2. Acceptance. By making any transaction involving the Vault and/or by interacting with the Vault through any other means, you acknowledge that you have read and accept this Vault Legal Notice without modifications and reservations. If you do not accept and agree to this Vault Legal Notice, you shall not perform any transactions involving the Vault or otherwise interact with it. If you are acting for or on behalf of an entity, you hereby represent and warrant that you are authorised to accept this Vault Legal Notice as a legally binding document on such entity’s behalf, and you accept this Vault Legal Notice both on behalf of such entity and on your own behalf.
3. Eligibility. To be eligible to use and interact with the Vault, you shall: (i) be able to accept this Vault Legal Notice as a legally binding document on the terms herein set forth; (ii) if individual, be at least 18 (eighteen) years of age, or of such higher age required to accept this Vault Legal Notice as a legally binding document on the terms herein set forth according to the laws of the jurisdiction where you reside; (iii) if an individual who is acting for or on behalf of an entity, be duly authorised by such entity to act on its behalf for the purpose of accepting this Vault Legal Notice; (iv) neither be a Prohibited Person nor use the Vault for the benefit of a Prohibited Person; and (v) use the Vault in a professional capacity and not as a consumer as defined under the applicable law. If you determine that you do not meet or conform to any of the aforementioned eligibility requirements, you shall immediately suspend any use of the Vault until the respective restricting circumstances cease to exist.
4. Vault. The Vault and its use shall be governed by the relevant smart contracts comprising the Vault, and, by interacting with the Vault, you consent to the automatic processing of your transactions by the applicable smart contracts in accordance with the Strategy and other parameters set forth in such smart contracts. In the event of any discrepancy or conflict between this Vault Legal Notice and Vault smart contracts, this Vault Legal Notice shall take precedence regarding all legal and judicial matters, and the Vault smart contracts – regarding all matters pertaining to transactions involving Virtual Assets. Each user shall adhere to the intended logic of the Vault and associated software, including blockchain smart-contracts. Any attempt to circumvent or exploit flaws or defects in the Vault and associated software for personal gain or to the detriment of others shall be prohibited, and any such transaction shall be considered null and void ab initio. Any bugs, errors and vulnerabilities in the Vault smart-contracts shall not be considered legitimate or intended, nor shall those be construed as part of the Vault smart-contracts for the purposes hereof. Notwithstanding anything to the contrary contained herein, any intentional use, exploitation, or taking advantage of bug, error, loophole, backdoor, or other vulnerability in the Vault smart-contracts or associated software, as well as any attempt to do any of the foregoing, that enables any misuse, seizure or unauthorised withdrawal of Virtual Assets, unpermitted distribution, utilisation or transfer thereof, abuse, theft, manipulation, or any other action, transaction or function that adversely affects other users, Virtual Assets attributable to the Vault or the Vault itself, as well as obtaining of any benefit, whether monetary or otherwise, in violation of the intended software logic, shall be considered unlawful and void, and may be further viewed as a criminal or other offence under the law. Any Virtual Assets or funds misappropriated or obtained as a result of or in connection with any use, exploitation, or taking advantage of bug, error, loophole, or other vulnerability in the Vault smart-contracts and their intended logic, including any interference in the operation thereof or any attack thereon, shall be deemed unlawfully acquired and may be forfeited according to the applicable law.
5. Technology. This Vault was deployed through the Mellow blockchain protocol and consists of open-source smart contracts generated through the Mellow blockchain protocol. You should carefully review the relevant Vault smart contracts before interacting with them, as the smart contracts are provided under the applicable open-source licences and are subject to the legal notices and disclaimers contained therein. There is no guarantee or assurance that the Vault or any related software are or will be secure or safe, or protected from fishing, malware or other malicious attacks. Further, the Vault and related software may contain weaknesses, bugs, vulnerabilities, viruses or other defects. There is no assurance that there will be no theft of Virtual Assets as a result of hacks, sophisticated cyber-attacks, distributed denials of service or errors, double-spent attacks, flash-loan attacks, vulnerabilities or defects of the Vault, underlying blockchain networks, or related software. Any of the above may lead to partial or complete stealing or loss of the Virtual Assets transferred to the Vault.
6. Strategy. The Strategy includes a specific set of parameters that govern certain transactions involving the Vault. The Strategy is implemented by the Strategist as it deems necessary or desirable. While developing the Strategy, we may rely on various data and information about blockchain transactions, blocks, smart contracts, tokens, third-party blockchain protocols, products, and services. This information may not always be true, timely, accurate, complete, or non-misleading. We do not manually review or verify such information. Although we believe the information to be reliable, there is no guarantee of its accuracy, and any of our assumptions, models, plans, estimations, projections, and expectations, on which the Strategy is based, may be incorrect, untimely, incomplete or otherwise misleading or wrong, potentially leading to adverse outcomes or results for your transactions. Technical complexities, shortages, failures, bugs, or errors may also adversely affect the Vault and the Strategy. Consequently, there is always a risk that the Vault and Strategy will not perform as intended or represented, or meet your expectations, or perform at all. The Strategy may not be suitable for you, and there is no guarantee that it will be profitable or beneficial for you in any manner. Before interacting with the Vault, you should independently evaluate and verify the Vault and relevant Strategy. Any actions taken by you involving the Vault or Strategy, either wholly or partially, are at your own discretion and risk, and you are solely responsible for any potential damages or losses arising therefrom.
7. No Personalised Approach. All decisions and actions regarding the Vault, including, but not limited to, a choice of the Strategy, oracles, contribution thresholds, total value locked (TVL), as well as other parameters, are not based on the specific goals or risk tolerance of individual users of the Vault, nor influenced by individual user requests or constitute personalised recommendations tailored to any particular user’s financial condition or objectives.
8. Transactions. All transactions with your Virtual Assets take place on the blockchain and are processed by the underlying blockchain networks and applicable software implemented thereon, and are, therefore, irreversible. Oftentimes, blockchain transactions are immediate and cannot be revoked, suspended or cancelled. We do not control or operate the underlying blockchain networks and any software through which such networks are formed. Any malfunction, breakdown or abandonment of the underlying blockchain network(s) may have a material adverse effect on the Vault and/or Virtual Assets transferred to it. You hereby assume and accept all risks, including the risk of possible losses and damages, that you may incur in connection with the use of or reliance on any blockchain networks and associated software.
9. Taxation. The tax status of Virtual Assets is uncertain and highly depends on the laws and regulations of the respective jurisdiction where you reside. You are solely responsible for determining what, if any, taxes apply to your activities and any transactions carried out in relation to the Vault. It is also your responsibility to withhold, collect, report, and remit all applicable taxes to the appropriate tax authorities, and we are not responsible for the foregoing, as well as any tax consequences applicable to you.

10. Your Warranties and Representations. By accepting this Vault Legal Notice, you expressly represent and warrant that:

(a) you have read and understand this Vault Legal Notice;

(b) you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with Virtual Assets, Virtual Assets’ storage facilities, distributed ledger technology and blockchain-based software in general;

(c) all Virtual Assets used in connection with the Vault (i) are either owned by you or you are validly authorised to carry out transactions with them, (ii) are from legitimate sources, and (iii) have been lawfully acquired;

(d) you will not use the Vault for any illegal purposes, including, but not limited to, fraud, terrorism financing, or money laundering;

(e) you are not a Prohibited Person nor use the Vault for the benefit of a Prohibited Person;

(f) you understand that purchasing, selling, holding or otherwise use of Virtual Assets carries substantial risks as their prices may change rapidly, and that you should obtain appropriate professional advice before making any decision with regard to the Virtual Assets and any transaction involving them;

(g) you understand and acknowledge that the Strategy may not be profitable for you and there is no guarantee of profitability, or that the value of your Virtual Assets will increase over time;

(h) you shall not make any decisions based solely on the information contained herein or otherwise made available to you by us or on our behalf, and shall conduct your own substantial research and analysis before making any decision;

(i) all of the above representations and warranties are true, complete, accurate, and non-misleading from the time when you accept this Vault Legal Notice, and for the whole period of your use of the Vault.

11. No Warranty. The Vault and Strategy are provided on an “as is” and “as available” basis. There is no warranty of any kind, express or implied, including, but not limited to, implied warranties of title, non-infringement, integration, merchantability, and fitness for a particular purpose, warranties implied by any course of performance or usage of trade, with respect to the Vault and Strategy, all of which are expressly disclaimed and denied. It is always up to you to decide whether to interact with the Vault or rely on the Strategy, and you shall be solely responsible for any consequences arising from any decisions made by you. Furthermore, Virtual Assets transferred into the Vault may change, their value may go up or down, or drop significantly. In general, Virtual Assets are not backed by any physical assets and do not have any intrinsic value, and we make no representations or warranties of any kind with respect to them, whether express or implied. You hereby acknowledge and agree that Virtual Assets may not: (i) meet your expectations or work as intended, (ii) have a market, or (iii) have any specific price or hold any particular value, or have any value at all. Any receipt, storage, use, and disposition of Virtual Assets shall always be at your own risk.

12. No Advice or Recommendation. Nothing contained herein or otherwise communicated by us or on our behalf constitutes or shall be construed as our recommendation, endorsement or solicitation to use, transact in or otherwise interact with the Vault, rely on the Strategy, or carry out any transaction involving Virtual Assets. No part of this Vault Legal Notice or other information communicated by us or on our behalf is intended to be, should be considered, or construed as a business, legal, financial, investment, trading, or any other sort of advice, or advice of a broker regarding any matters to which all or any part of such information relates. Before making any decision, you should consult your own legal, financial, tax, or other professional advisors regarding any such information. Always do your own thorough research before making any decision.

13. No Solicitation or Offer. This Vault Legal Notice and Vault do not constitute and are not intended to be an offer of securities, financial instruments, Virtual Assets, or a solicitation for acquisition, purchase or holding of securities, financial instruments, or Virtual Assets in any jurisdiction, nor are they intended to constitute a prospectus or offer document of any type.

14. No Fiduciary Relationship. Notwithstanding anything to the contrary contained herein, to the maximum extent permitted by the applicable law, we shall owe no fiduciary duties to you, provided,

however, that we shall have the duty to act in accordance with this Vault Legal Notice and the implied contractual covenant of good faith and fair dealing to the extent required by the law.

15. No Partnership or Agency. Nothing in this Vault Legal Notice, Vault or Strategy is intended to or shall be deemed to establish any partnership, association, joint venture, or other co-operative entity between you and us. Nothing in this Vault Legal Notice and no action taken by you or us pursuant to this Vault Legal Notice shall constitute, or be deemed to constitute, you as our agent for any purpose, and vice versa.

16. No Consumer Relations. All transactions made by you in relation to the Vault are intended and structured as commercial business transactions. Nothing in this Legal Notice is intended to or shall be deemed to establish any relationship with you as a consumer, as defined under the applicable law, nor you are eligible to interact with the Vault and make any transactions in relation to it for your personal or household purposes.

17. Risk of Legal Uncertainty. According to the laws of the jurisdiction where you are located, it may become illegal to use the Vault or transact in any Virtual Assets. You are solely responsible for ensuring that your use of the Vault and any transactions with the Virtual Assets comply with the applicable laws, regulatory and other requirements. In no event shall the Strategist Parties be held liable in connection with or responsible for the foregoing.

18. Decision-Making Process Risks. Immediate action may be necessary in some situations, and swift analysis of available data will be crucial for informed decisions. However, there is always an inherent risk of potential delays in the provision of necessary information. The failure to make decisions promptly may result in partial or complete loss of Virtual Assets.

19. Limitation of Liability. Except for the liability for fraud, intentional misconduct, or gross negligence, to the fullest extent permitted by the applicable law, in no event shall the Strategist Parties be responsible for or held liable, whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), or any other legal theory, for or in connection with any damages and losses whatsoever arising out of or in connection with this Vault Legal Notice, the use or inability to use the Vault, and/or the failure of the Vault or Strategy to perform as represented or expected, including, but not limited to, any direct, indirect, consequential, incidental, punitive damages or losses, loss of profits, loss of business or data, diminution of value, business interruption and damages resulting from inaccuracy of the information or inconvenience, delay or loss, that are in any way related to (i) acts, activities or omissions of the Vault users; (ii) any errors, interruptions, malfunctions, downtime or third-party hostile interferences preventing or disabling the use or operation of the Vault; (iii) the underlying blockchain network(s) of the Vault and Virtual Assets, as well as any failure thereof to perform as represented or expected; and (iv) the Force Majeure Circumstances. Inasmuch as some jurisdictions do not allow the exclusions or limitations as set forth herein, they shall apply to the maximum extent permitted by the applicable law and the aggregate liability of the Strategists Parties for all damages and losses whatsoever arising out of or in connection with this Vault Legal Notice, the use or inability to use the Vault, and/or the failure of the Vault or Strategy to perform as represented or expected, shall not exceed US $1,000 (one thousand U.S. dollars) or equivalent.

20. No Personal Liability. In no event shall the Strategist’s or its Affiliates’ respective officers, directors, employees, agents, consultants, and shareholders be held personally liable in connection with this Vault Legal Notice, the use or inability to use the Vault or Strategy, and/or the failure of the Vault or Strategies to perform as represented or expected, provided that this Clause shall not limit our liability as an entity.

21. Indemnification. To the fullest extent permitted under the applicable law, you shall indemnify, defend, and hold harmless the Strategist Parties from and against any and all claims, demands, actions, damages, losses, costs, and expenses (including reasonable professional and legal fees) that arise from or relate to (i) your violation of this Vault Legal Notice, including making untrue or false representations and/or warranties, (ii) your access to and use the Vault, and (iii) your obligation to pay taxes applicable to you. We reserve the right to exercise sole control over the defence, at your sole cost and expense, of any claim subject to an indemnity set out in this Clause. The indemnity set out in this Clause is in addition to, and not in lieu of, any other remedies that may be available to us under the applicable law or equity.

22. Applicable Law and Arbitration. This Vault Legal Notice, as well as any and all relationship between you and us relating to the Vault, shall be governed by, construed and enforced in accordance with the laws of England and Wales, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute, controversy or claim arising out of or in connection with this Vault Legal Notice, including any question regarding the existence, breach, termination or invalidity hereof, shall be finally settled by the binding arbitration under the London Court of International Arbitration Rules, which are deemed to be incorporated by reference herein. Any arbitration will occur in London, UK. The number of arbitrators shall be one (1). The language to be used in the arbitral proceedings shall be English. Any and all notices, requests, demands, and other communications which are required or may be given in connection with the arbitration shall be sent in electronic form, either via email or other electronic means including via any electronic filing system operated by the LCIA. Any and all notices, requests, demands, and other communications sent by electronic means shall be treated as having been received by a recipient on the day it is transmitted (such time to be determined by reference to the recipient’s time zone). Any dispute arising out of or related to this Vault Legal Notice and the Vault is personal to you and us, and will not be brought as a class arbitration, class action, or any other type of representative proceeding in any circumstances. Both we and you hereby waive the right to participate in a class action lawsuit to the fullest extent permissible. To the maximum extent permitted under the law, you and we hereby agree that any claim arising out of or related to this Vault Legal Notice and/or the Vault shall be filed within one (1) year after the ground for such claim arose; if the claim is not filed within this term, such claim shall be permanently barred, which means that neither you nor we will have the right to assert such claim. Unless otherwise required by the applicable law, and to the maximum extent permitted and possible, you, we, and the arbitrator(s) shall maintain the confidentiality of any arbitration or litigation proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for the purposes of arbitration, litigation or related to any disputes hereunder.

23. Communications. You agree and consent to receive electronically all communications that we provide in connection with this Vault Legal Notice, including, inter alia, through our website or social media accounts, if any. You may electronically communicate with us by sending communications to the following email address: hello@runtimelabs.xyz. We may require you to provide additional data or documents, or perform certain actions that will allow us to identify you.

24. Miscellaneous. This Vault Legal Notice shall inure to the benefit of the Strategist Parties, and any of the Strategist Parties shall be entitled to rely upon and enforce the provisions hereof as if they were a party hereto. No failure or delay by us to exercise any right or remedy provided under this Vault Legal Notice or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy; no single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. We may transfer or assign this Vault Legal Notice, including any rights and obligations hereunder, at any time and no such transfer or assignment shall require your additional consent or approval. The invalidity or unenforceability of any provision or part-provision of this Vault Legal Notice shall not affect the validity or enforceability of any other provisions hereof, all of which shall remain in full force and effect.

25. Definitions. The capitalised terms used in this Vault Legal Notice shall have the following meaning:

(a) “Affiliate” means a person controlling, controlled by, or under the same control as the Strategist.

(b) “Force Majeure Circumstances” means any unforeseeable and unexpectable circumstances that are out of our control, which include, without limitation, (i) fire, flood, hostility, pandemic, the act of God, explosion, strike, (ii) war, undeclared war, civil war, revolution, riot, act of terrorism, military actions and operations, (iii) sanctions, government actions, cease and desist orders issued by governmental or other authorities, embargoes, actions initiated by governmental or other authorities, (iv) weaknesses, vulnerabilities and bugs in the software, blockchain networks, protocols, digital wallets, and other technologies and transactions contemplated hereunder, 51% attacks or similar attacks on Virtual Assets’ underlying blockchain networks; (v) loss or theft of Virtual Assets as a result of an attack, including hacker, malware, or other attack, (vi) system interference and/or destruction by any malicious programs, and (vii) power failure, equipment or software malfunction or error.

(c) “Prohibited Person” means (i) a person subject to any sanctions administered or enforced by any country, government or international authority; or (ii) any citizen, resident of, or a person subject to any of the following jurisdictions: Democratic People’s Republic of North Korea, Islamic Republic of Iran, Republic of Cuba, Syrian Arab Republic, Myanmar, Sevastopol and the Crimea Regions of Ukraine, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, United States of America (including its territories: American Samoa, Guam, Puerto Rico, the Northern Mariana Islands, and the U.S. Virgin Islands), Bolivarian Republic of Venezuela, the Russian Federation, Republic of Belarus, People's Republic of China (Mainland), Afghanistan and any other jurisdiction or territory, where the use of the Vault is prohibited by applicable laws or regulations, or which is subject to a country-wide or territory-wide sanction imposed by any country, government, or international authority.

(d) “Strategist”, “we”, “us”, “our” means Runtime Global S.A., a company established under the laws of the Republic of Panama.

(e) “Strategist Parties” means the Strategist, Affiliates, and their respective shareholders, directors, officers, employees, agents, advisors, contractors, successors, and assignees.

(f) “Strategy” means a certain configuration of Vault parameters set by the Strategist, as may be amended from time to time, which determines execution of specific transactions in or involving the Vault.

(g) “Vault” means a smart-contract or a set of interconnected smart-contracts deployed by the Strategist on the blockchain, to which this Vault Legal Notice relates or in connection with which it is being provided.

(h) “Virtual Assets” means cryptocurrencies and other digital tokens implemented on a public blockchain network, such as, for example, Ether (ETH), Wrapped Ether (wETH), USD Tether (USDT), USD Coin (USDC), and so forth.

(i) “you”, “your” means the person who accepts this Vault Legal Notice; if you are acting on behalf of an entity, “your” and “you” shall refer to both you as an individual using the Vault, and the entity on whose behalf you are acting.

26. Interpretation. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders; words in the singular shall include the plural and in the plural shall include the singular; any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; Clause headings do not affect the interpretation of this Vault Legal Notice.