1. Platform Description

1.1 Purpose and Scope

The Platform serves as a decentralized finance SuperApp designed to: (a) aggregate and display real-time data from third-party DeFi protocols including, but not limited to, Aave, Compound, and Morpho (“Aggregated Protocols”); (b) provide unique tools and utilities enhancing DeFi interactions (e.g., analytics, optimization, or governance features); and (c) facilitate an Initial Coin Offering (“ICO”) for the FREED Token, a blockchain-based asset issued by the Company. The Platform is informational and non-custodial, meaning it does not hold, control, or manage User funds, private keys, or assets.

1.2 Non-Custodial Operation

All transactions, whether interacting with Aggregated Protocols or participating in the ICO, occur directly on blockchain networks via your third-party wallet (e.g., MetaMask). The Company provides an interface only and does not execute, process, or settle transactions on your behalf.

1.3 Hosting

The Platform is currently hosted on Vercel, a centralized service, with plans to transition to the InterPlanetary File System (“IPFS”) for decentralized hosting. These Terms apply irrespective of hosting environment.

1.4 FREED Token

The FREED Token is a digital asset issued by the Company, intended for use within the Platform ecosystem (e.g., governance, staking, or unlocking premium features). Its issuance occurs via the ICO, subject to restrictions outlined herein.

2. Eligibility and Access Restrictions

2.1 General Eligibility

To use the Platform, you represent and warrant that:

• If an individual, you are at least 18 years old, of sound mental capacity, and possess the technical and financial expertise to evaluate DeFi and blockchain risks.
• If an entity, you are duly incorporated, validly existing, and in good standing under the laws of your jurisdiction, with full authority to enter these Terms.
• You are not subject to sanctions or restrictions under BVI law or international regimes (e.g., UN, EU, Belize).

2.2 U.S. Access Policy

The ICO is not offered to persons or entities located, resident, incorporated, or domiciled in the United States of America or its territories (“U.S. Persons”). To enforce this:

• Permitted Access: Users with U.S.-based IP addresses (“U.S. IPs”) may access the landing page (e.g., https://freed.finance/) and Aggregator Page (e.g., /aggregator) for informational purposes only. A notice will display: “Your IP indicates a U.S. location. ICO participation is unavailable due to regulatory restrictions.”
• Restricted Access: U.S. IPs are prohibited from accessing the ICO sale page (e.g., /ico). Attempts to do so will result in an IP-based block or redirect.
• Self-Certification: All Users, regardless of IP, must affirmatively certify before accessing the ICO sale page that they are not U.S. Persons or acting on behalf of U.S. Persons.

2.3 Verification Rights

The Company reserves the right, at its sole discretion, to request evidence of your location or identity (e.g., non-U.S. email, phone number, or ID) to verify compliance. Failure to provide satisfactory proof will result in immediate termination of access.

2.4 User Responsibility

You are solely responsible for ensuring your eligibility and compliance with these Terms. Any misrepresentation regarding your status (e.g., falsifying location via VPN) voids your rights hereunder and indemnifies the Company from all liability.

2.5 Global Access

Subject to Section 2.2, the Platform is available globally to Users in jurisdictions where its use is lawful. You must comply with all applicable local laws.

3. Platform Features and Use

3.1 Aggregator Functionality

The Aggregator Page compiles and presents publicly available data from Aggregated Protocols, such as lending rates, liquidity pools, and token prices. This feature is informational only and does not facilitate direct trading or asset custody.

3.2 Unique Utility

The Platform enhances DeFi interactions through proprietary tools, including but not limited to advanced analytics, cross-protocol optimization, and FREED Token-enabled features. These are provided “as is” with no guarantee of performance or availability.

3.3 ICO Participation

Eligible Users may purchase FREED Tokens via the ICO sale page by:

• Connecting a compatible third-party wallet.
• Following on-screen instructions to send supported cryptocurrencies (e.g., ETH, USDC) to a designated smart contract address.
• Transactions are executed solely on the blockchain; the Company does not process payments.

3.4 No Fees by Company

The Company charges no fees for Platform use. Blockchain transaction costs (e.g., gas fees) are borne by you and are irreversible by the Company.

3.5 Third-Party Dependencies

The Platform relies on external blockchain networks, smart contracts, and wallet providers. The Company is not liable for their performance, security, or availability.

4. Risks and Acknowledgments

4.1 Blockchain and DeFi Risks

You acknowledge and assume all risks inherent to blockchain and DeFi technologies, including:

• Price volatility of digital assets, including FREED Tokens.
• Loss of funds due to hacks, bugs, or private key mismanagement.
• Regulatory uncertainty or adverse actions affecting DeFi or the ICO.
• Technical failures in Aggregated Protocols or blockchain networks.

4.2 No Representations

The Company makes no promises regarding the accuracy, completeness, or reliability of Platform data (e.g., Aggregator stats, Token pricing). Information is sourced from third parties and may be outdated or incorrect.

4.3 User Security

You are solely responsible for securing your wallet, private keys, and login credentials. The Company cannot recover lost assets or reverse transactions.

4.4 Experimental Nature

DeFi and blockchain technologies, including the Platform’s unique utilities, are experimental and speculative. You accept the uncertainty of their long-term viability.

5. Prohibited Activities

You agree not to engage in, or assist others in, the following in connection with the Platform:

• Violating any applicable law, regulation, or sanction (e.g., money laundering, fraud).
• Circumventing U.S. restrictions (e.g., using VPNs to access the ICO sale page).
• Attacking or disrupting the Platform (e.g., DDoS, sybil attacks).
• Engaging in manipulative trading practices (e.g., wash trading, pump-and-dump).
• Reverse-engineering or misusing Platform code or intellectual property.
• Using the Platform for unauthorized commercial purposes beyond its intended scope.

Any such activity (“Prohibited Use”) may result in immediate access termination, at the Company’s discretion.

6. Intellectual Property

6.1 Ownership

All Platform content, code, designs, trademarks (e.g., “Freed Finance,” “FREED Token”), and proprietary utilities are owned by the Company or its licensors, protected by BVI and international law.

6.2 License Grant

Subject to compliance with these Terms, you are granted a revocable, non-exclusive, non-transferable license to use the Platform for personal, non-commercial purposes (e.g., accessing the Aggregator, participating in the ICO).

6.3 Restrictions

You may not copy, modify, distribute, or create derivative works from the Platform without prior written consent from the Company.

7. Disclaimers and Liability Limitations

7.1 “As Is” Basis

The Platform, Aggregator, and FREED Tokens are provided “AS IS” and “AS AVAILABLE,” without warranties of any kind, express or implied (e.g., merchantability, fitness for a particular purpose, non-infringement).

7.2 No Liability for Losses

To the fullest extent permitted by law, the Company, its affiliates, officers, directors, employees, and agents shall not be liable for any damages—direct, indirect, incidental, consequential, or punitive—arising from:

• Your use of or inability to use the Platform.
• Errors, interruptions, or inaccuracies in Aggregator data.
• Losses from blockchain transactions or third-party services.
• Regulatory actions or market fluctuations affecting FREED Tokens.

7.3 Third-Party Risks

The Company is not responsible for the actions, omissions, or failures of Aggregated Protocols, blockchain networks, or wallet providers.

7.4 Indemnification

You agree to defend, indemnify, and hold harmless the Company and its affiliates from any claims, losses, or expenses (including legal fees) arising from your: (a) violation of these Terms; (b) Prohibited Use; or (c) interaction with third-party services via the Platform.

8. Termination and Discretion

8.1 Company Rights

The Company may, at its sole discretion and without notice:

• Terminate or limit your access to the Platform for any reason (e.g., suspected Prohibited Use, U.S. violation).
• Modify, suspend, or discontinue the Platform or any feature (e.g., Aggregator, ICO).

8.2 No Obligation

The Platform is a free service with no guaranteed uptime, support, or continuity. The Company may cease operations without liability.

8.3 Cooperation with Authorities

The Company may disclose User information to comply with legal processes or investigations, at its discretion.

9. Governing Law and Dispute Resolution

9.1 Governing Law

These Terms are governed exclusively by the laws of the British Virgin Islands, without regard to conflict of law principles. The Platform’s availability elsewhere does not subject the Company to foreign jurisdiction.

9.2 Mandatory Arbitration

Any dispute, claim, or controversy arising from these Terms or the Platform (“Dispute”) shall be resolved by confidential, binding arbitration in the BVI, under:

• The BVI Business Companies Act and UNCITRAL Arbitration Rules.
• A single arbitrator, appointed per UNCITRAL procedures, conducting proceedings in English.
• The arbitrator’s decision is final; you waive rights to appeal or seek judicial review except as required by law.

9.3 No Class Actions

Disputes must be brought individually, not as part of a class, collective, or representative action. You waive any right to participate in class proceedings.

9.4 Court Enforcement

Solely for enforcing this arbitration clause or an arbitrator’s award, you submit to the exclusive jurisdiction of BVI courts and waive objections to venue or jurisdiction.

9.5 Settlement Option

Before arbitration, you must notify the Company at support@freed.finance of any Dispute. If requested, you agree to negotiate in good faith for 60 days. Unresolved Disputes proceed to arbitration.

10. Miscellaneous Provisions

10.1 Amendments

The Company may amend these Terms at its discretion by posting the updated version on the Platform. Continued use constitutes acceptance. No individual notice is required.

10.2 Severability

If any provision is deemed invalid by a competent authority, the remaining Terms remain enforceable. The Company may modify the Terms to reflect the original intent.

10.3 Force Majeure

The Company is not liable for delays or failures due to events beyond its control (e.g., blockchain outages, hacks, regulatory bans, natural disasters).

10.4 Assignment

You may not assign your rights or obligations hereunder without Company consent. The Company may assign its rights freely under BVI law.

10.5 Entire Agreement

These Terms represent the complete understanding between you and the Company regarding the Platform, superseding all prior agreements.

10.6 Interpretation

• “Including” means “including without limitation.”
• Headings are for convenience only and lack legal effect.
• Singular includes plural, and vice versa, as context requires.