Lygos Platform Terms of Service

Please read these Terms of Service (the "Terms") and our Privacy Policy ("Privacy Policy") carefully because they govern your use of the website located at [lygos.finance] (the "Site"), the Lygos Wallet mobile application ("App"), and the platform, services, and functionalities accessible via the Site and App offered by Lygos Labs Inc., a Delaware corporation ("Lygos," "we," or "us"). To make these Terms easier to read, the Site, our services, the App, and platform are collectively called the "Services."

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND LYGOS THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION.

1. Agreement to Terms

By using our Services, you agree on your behalf and any person or entity that you represent to be bound by these Terms. If you do not agree to be bound by these Terms, you are not authorized to use the Services.

If you are a business, company, association, project group, institution or other legal entity, you may permit Authorized Users to access and use the Services, provided: (a) they have agreed to the terms of, and shall remain in compliance with, the Terms; and (b) you shall be liable for any acts or omissions of your Authorized Users. "Authorized User(s)" mean the following users that you authorize to access or use the Services on your behalf: (i) your employees, agents, or independent contractors; and (ii) other users expressly authorized to use and access the Services by us.

2. Privacy Policy

Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use, and share your information.

3. Changes to these Terms or the Services

We may update the Terms from time to time in our sole discretion. If we do, we will let you know by posting the updated Terms on the Site and to the App. If you continue to use the Services after we have posted updated Terms, it means that you accept and agree to the changes. If you do not agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

4. Who May Use The Services?

(a) Eligibility. You may use the Services only if: (a) you are of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms and be bound by them, if you are an individual, (b) you are duly formed and in good standing under the laws of your formation and have the legaly authority to accept these Terms, if you are an entity, (c) you have the right, authority and capacity to enter into these Terms on behalf of yourself and the person or entity that you represent (if applicable), and (d) you are not otherwise barred from using the Services under applicable law. We may define certain users as "Eligible Borrowers" or "Eligible Lenders" based on our internal criteria and applicable regulations.

(b) Compliance. You certify that you will comply with all applicable laws (e.g., local, state, federal, and international laws) when using the Services. Without limiting the foregoing, you represent and warrant that you are not on any U.S. Government list of prohibited or sanctioned parties (such as the OFAC SDN list). You must not use any software or networking techniques, including a Virtual Private Network (VPN), to circumvent our geographic or compliance-related restrictions.

5. About the Lygos Services & Our Role

(a) A Technology Platform. The Services provide a technology platform for Eligible Borrowers and Eligible Lenders to connect and enter into Bitcoin-collateralized loans. Lygos also develops and provides the Lygos Wallet (the "App") and integrations with various third-party providers to enable interaction with the Bitcoin and Ethereum networks and to allow for the use of Discreet Log Contracts ("DLCs").

(b) Lygos is Not a Party to Loans. You acknowledge and agree that Lygos is a technology provider and is not a broker, dealer, lender, borrower, or financial institution and does not act as your agent. We do not directly face any borrowers or lenders in loan agreements facilitated through the platform. Any loan agreement entered into is a bilateral agreement solely between the Borrower and the Lender. Lygos does not originate, negotiate, or structure loans on behalf of any user.

(c) No Custody or Control of Assets. At no time does Lygos take custody of, or have control over, any user's digital assets. Your Bitcoin collateral is secured on-chain within a DLC, which is a cryptographic agreement directly between the Borrower and the Lender. The Lygos Wallet and platform are tools to help you create and manage these on-chain agreements using your own private keys. Lygos cannot access, control, or reverse any transactions.

(d) Third-Party Oracles. The Services enable the use of third-party services to provide external data (e.g., asset prices) ("Oracles") for the settlement of DLCs. You acknowledge that these Oracles are independent entities. The Oracle's role is strictly limited to attesting to events and prices agreed upon by the Borrower and Lender within the DLC. Oracles do not custody any assets or keys and cannot direct the movement of funds outside the pre-defined outcomes of the DLC. Lygos is not responsible for the performance, reliability, or accuracy of any third-party Oracle.

6. User Obligations & Acknowledgments

(a) Your Responsibility. You are solely responsible for your use of the Services, including managing your private keys, understanding the terms of any loan you enter into, and complying with all applicable laws and regulations. You acknowledge the inherent risks associated with cryptographic systems and digital assets.

(b) Loan Agreements. Any loan facilitated via the Services will be governed by a separate, legally binding Master Loan Agreement or similar documentation directly between the Borrower and the Lender. You agree to be bound by the terms of such agreements when you enter into them.

(c) Self-Custodial Nature. The Lygos Wallet provided through our App is a self-custodial wallet. This means that Lygos does not have access to, custody of, or control over your private keys, "seed phrases," or other access credentials. You, and only you, are in control of and responsible for the security of your wallet and the private keys associated with it.

(d) No Recovery or Retrieval. You acknowledge and agree that because Lygos is not a custodian, we have no ability to recover, retrieve, or restore your wallet, private keys, or any digital assets held in your wallet if you lose your access credentials or if your wallet is compromised. You are solely responsible for creating and maintaining secure backups of your private keys and any associated passphrases or recovery information.

(e) User Security. You are responsible for all activities that occur under your wallet and for implementing all reasonable security measures to protect it, including but not limited to, securing your device, using strong passwords, and protecting your access credentials from unauthorized disclosure. Lygos will not be liable for any loss or damage arising from your failure to comply with these security responsibilities.

(f) Open-Source Licenses. You acknowledge that the the Services may use, incorporate or link to certain open-source components and that your use of the Services is subject to, and you will comply with, any applicable open-source licenses that govern any such open-source components.

7. Discreet Log Contracts (DLCs)

You acknowledge and agree that: (a) Lygos develops the technology to enable the use of DLCs but is not a party to any DLC created using the Services; (b) The outcomes of a DLC are cryptographically enforced based on the pre-signed terms and the attestation from a third-party oracle; and (c) Lygos has no ability to alter, reverse, or interfere with an executed DLC on the Bitcoin blockchain.

8. General Prohibitions and Lygos's Enforcement Rights

You agree not to do any of the following: (a) Use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property, data protection, and privacy, and sanctions programs (such as those administered by OFAC); (b) Attempt to probe, scan, or test the vulnerability of any Lygos system or network or breach any security or authentication measures; (c) Interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, or spamming the Services; (d) Attempt to modify, make derivative works of, decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services; (e) use the Services from a jurisdiction that we have, in our sole discretion, determined is a jurisdiction where the use of the Services is prohibited; (f) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services, except as permitted by these Terms, (g) access the Services in order to build a similar or competitive websites, product, API or service or for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license, or sell any product, service or technology that could, directly or indirectly, be a substitute for the Services or affect our ability to realize revenue in connection with the Services; (g) except as expressly permitted in these Terms, copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means any of the Services; (h) use the Services to develop, test, market, or train artificial intelligence technology, machine learning models, automated analytical techniques, or related technology; (i) transfer any digital assets that are not legally obtained and belong to you; (j) use the Services except as permitted hereunder; (j) use any automated system, including without limitation "robots", "spiders" and "offline readers" to access the Services in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that we grant the operators of public search engines revocable permission to use spiders to copy publicly available materials from our website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (k) transmit spam, chain letters, or other unsolicited email or messages through the Services; (l) attempt to interfere with, compromise the system integrity or security of or decipher any transmissions to or from the servers running the Services; (m) take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (m) upload invalid data, viruses, worms, or other software agents through the Services; (n) collect or harvest any personally identifiable information, including account names, from the Services; (o) use the Services for any commercial solicitation purposes; (p) impersonate another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (q) interfer with the proper working of the Services; (r) access any content on the Services through any technology or means other than those provided or authorized by the Services; (s) bypass the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations; (k) use or access the Services to transmit or exchange digital assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including without limitation terrorism or tax evasion; or (l) Encourage or enable any other individual to do any of the foregoing.

9. Termination

We may suspend or terminate your access to and use of the Services at our sole discretion, at any time and without notice to you, including for any violation of these Terms.

10. Warranty Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. LYGOS (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

LYGOS WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) ERRORS OR FAILURES OF THE BITCOIN OR ETHEREUM NETWORKS OR ANY OTHER BLOCKCHAIN; (IV) UNAUTHORIZED ACCESS TO THE SERVICES; OR (V) THE ACTIONS OR INACTIONS OF ANY THIRD PARTIES, INCLUDING ORACLES, BORROWERS, OR LENDERS.

11. Assumption of Risk

You accept, acknowledge, and assume the following risks:

(a) The prices and liquidity of digital assets are extremely volatile.
(b) You are solely responsible for determining what, if any, taxes apply to your transactions.
(c) Transactions in digital assets may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable.
(d) The regulatory regime governing blockchain technologies and digital assets is uncertain, and new regulations may materially adversely affect the Services.
(e) There are risks associated with using a self-custodial wallet, including but not limited to, the risk of hardware failure, software bugs, and the risk that you may lose your private keys or other access credentials, resulting in the permanent and irreversible loss of your digital assets. Lygos has no ability to remedy such losses.
(f) Discreet Log Contracts and the underlying Bitcoin and Ethereum networks may have vulnerabilities, experience failures, or other abnormal behavior. Lygos is not responsible for any issues with these networks, including forks, technical node issues, or any other issues that may result in fund losses.
(g) By accessing and using the Services, you represent that you have a working knowledge of digital assets and understand the inherent risks associated with using cryptographic and blockchain-based systems.

12. Indemnity

You will indemnify and hold Lygos, its affiliates and each of their respective officers, directors, employees, shareholders, members, managers, lawyers, accountants, advisors, representatives, suppliers, licensors, dealers, contractors and agents (collectively, "Lygos Parties"), harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, or (b) your violation of these Terms, (c) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (d) your violation of any applicable laws; (e) any user content that you submit to the Services including without limitation misleading, false, or inaccurate information; (f) your willful misconduct; or (g) any other party's access and use of the the Services with your unique username, password or other appropriate security code. You will co-operate as fully as reasonably required in the defense of any claim.

13. Limitation of Liability

(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO LYGOS PARTY OR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES.

(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AGGREGATE TOTAL LIABILITY OF ANY LYGOS PARTY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ONE HUNDRED U.S. DOLLARS ($100).

(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LYGOS AND YOU.

(d) SPECIFICALLY, YOU ACKNOWLEDGE AND AGREE THAT, GIVEN THE SELF-CUSTODIAL NATURE OF THE LYGOS WALLET AND OUR LACK OF CONTROL OVER BLOCKCHAIN PROTOCOLS, NO LYGOS PARTY SHALL BE LIABLE FOR ANY DAMAGES, LOSSES, OR EXPENSES ARISING OUT OF OR IN CONNECTION WITH: (I) ANY HACK, BREACH, OR UNAUTHORIZED ACCESS TO YOUR LYGOS WALLET OR ANY OTHER SECURITY INCIDENT RESULTING FROM YOUR FAILURE TO SECURE YOUR PRIVATE KEYS OR DEVICE; (II) ANY ERRORS OR MISTAKES MADE BY YOU IN CONNECTION WITH ANY TRANSACTION; OR (III) ANY FAILURES, ABNORMAL BEHAVIOR, OR UNINTENDED CONSEQUENCES OF THE UNDERLYING BLOCKCHAIN NETWORKS, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES THAT MAY RESULT IN FUND LOSSES.

14. No Professional Advice or Fiduciary Duties

All information in the Services is for informational purposes only and should not be construed as professional advice. You should contact your own legal, financial, tax or other professional advisors. Neither the Services nor we provide any legal, financial, taxation or any other professional advice. No action should be taken based upon any information contained in the Services. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area. The Services are not intended to, and do not, create or impose any fiduciary duties on Lygos. To the fullest extent permitted by law, you acknowledge and agree that Lygos owes no fiduciary duties or liabilities to you or any other party.

15. Governing Law and Forum Choice

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 16 "Dispute Resolution," the exclusive jurisdiction for all Disputes (defined below) that you and Lygos are not required to arbitrate will be the state and federal courts located in Wilmington, Delaware, and you and Lygos each waive any objection to jurisdiction and venue in such courts.

16. Dispute Resolution

(a) Informal Dispute Resolution. We are committed to resolving disputes with our users amicably. You and Lygos agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services (collectively, "Disputes") informally for at least sixty (60) days before initiating any arbitration. The informal negotiation process begins upon receipt of written notice from one party to the other. You must send your notice to legal@lygos.finance.

(b) Mandatory Arbitration of Disputes. We each agree that any Dispute will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. You and Lygos agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Lygos are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

(c) Exceptions. As limited exceptions to Section 16(b): (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

(d) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by JAMS under its Comprehensive Arbitration Rules & Procedures (the "JAMS Rules") then in effect, except as modified by these Terms. The JAMS Rules are available at www.jamsadr.com. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules.

(e) Arbitration Costs. Payment of all filing, administration, and arbitrator fees will be governed by the JAMS Rules. If you prevail in arbitration, you may be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.

(f) Class Action Waiver. YOU AND LYGOS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if a Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Section 16 shall be null and void.

(g) Limitations. You further agree as follows: (i) any claim brought by you arising out of or related to this Agreement or the Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you will not have the right to assert the claim; and (ii) no recovery by you may be sought or received for damages other than out-of-pocket expenses.

17. Reservation of Rights

Lygos and its licensors exclusively own all right, title, and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.

18. Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between Lygos and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Lygos and you regarding the Services.

19. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Lygos's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Lygos may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

20. General Terms

(a) Notices. Any notices or other communications provided by Lygos under these Terms will be given by posting to the Site and/or the App, or via email to the address you provide. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

(b) Waiver of Rights. Lygos's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Lygos.

(c) Severability. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.

(d) Communications. You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our "Communications") that we provide in connection with these Terms or any Services. You agree that we may provide our Communications to you by posting them on the Site or by emailing them to you at the email address you provide in connection with using the Services, if any.

(e) Language. The parties agree that the English language will be the language of the Terms and all documents in connection thereto, and each party waives any right (whether statutory or otherwise) to use and rely upon any other language, or translations. Il est de la volonté expresse des parties que tous les documents qui s'y rattachent soient rédigés en langue anglaise.

21. Contact Information

If you have any questions about these Terms or the Services, please contact Lygos at [legal@lygos.finance].