Terms and Conditions

1. THESE TERMS

1.1 These terms and conditions, together with all schedules, annexes, guidelines, notices, policies and disclaimers incorporated by reference (collectively, the “Terms”), govern your access to and use of:

1. the website located at https://bnq.me and all associated sub-domains, applications, application programming interfaces and front-end interfaces made available by us from time to time (the “Interface”); and
2. the suite of smart contracts deployed by or on behalf of the Operator on the Hemi network (chain ID 43111) and any other blockchain network on which such smart contracts may be deployed from time to time (the “Protocol”),

together with any related services, content, documentation and materials (together with the Interface, the “Services”).

1.2 The Services are made available by BNQ Limited, an international company incorporated under the laws of the Independent State of Samoa (the “Operator”, “BNQ”, “we”, “us” or “our”).

1.3 These Terms constitute a binding legal agreement between you (whether acting personally or on behalf of an entity) (“you”, “your” or “User”) and the Operator. By accessing, browsing, connecting a Wallet to, transmitting an instruction through, or otherwise using the Interface or the Protocol, you confirm that you have read, understood and agree to be bound by these Terms, the Risk Disclosure Statement (Schedule 1), the Curator Disclosure and Vault Supplemental Terms (Schedule 2, to the extent applicable) and the Privacy Policy.

1.4 If you access or use the Services on behalf of a legal entity, you represent and warrant that you are duly authorised to bind that entity, and references to “you” include that entity.

1.5 Blockchain networks, including Hemi, and any decentralised naming or records services, are operated by independent third parties, are not owned, operated or controlled by the Operator, and are not included in the definition of the Interface.

1.6 You will be deemed to have read, accepted and agreed to be bound by these Terms upon the earliest of: (a) connecting a Wallet to the Interface; (b) signing any verification message in connection with an Access Token; (c) holding an Access Token; or (d) accessing or using any part of the Services, whether through the Interface or directly on-chain.

1.7 The Services are made available from the Independent State of Samoa. The Operator does not market, promote, solicit or target the Services to persons in any other jurisdiction. Where you access the Services from outside Samoa, you do so on your own exclusive initiative, and you are solely responsible for compliance with the laws of your own jurisdiction. The Operator does not represent that the Services are appropriate, lawful or available for use in any particular jurisdiction.

2. DEFINITIONS AND INTERPRETATION

2.1 In these Terms, unless the context otherwise requires:

“Access Token” means the non-transferable, wallet-bound “soulbound” token minted by the Issuer to a Wallet address which is a technical precondition to performing one or more classes of action on the Protocol, including the Member, Liquidator and FlashLoaner roles.

“Applicable Law” means all laws, statutes, regulations, rules, directives, orders, judgments, sanctions regimes, codes and binding regulatory guidance applicable to you, to the Operator or to your use of the Services in any relevant jurisdiction.

“BNQ-Token” means an interest-bearing receipt token minted to a User on supply of a Digital Asset to the Protocol, and any corresponding debt token minted on borrowing.

“Borrower” means a User who draws a loan of Digital Assets from the Protocol against Collateral.

“Collateral” means Digital Assets supplied by a User to the Protocol and designated as security for that User’s borrowings.

“Curator” means any person that establishes, configures, parameterises, allocates for or otherwise administers a Market or a Vault, including (where applicable) the Operator acting in that capacity, as further described in clause 10 and Schedule 2.

“Digital Asset” means any cryptographically-secured digital representation of value or rights, including any token supported by the Protocol from time to time.

“Documentation” means the technical documentation, guides, parameter tables and other explanatory material relating to the Protocol published by or on behalf of the Operator from time to time, including at https://bnq-market.netlify.app/docs.html and any successor location.

“Health Factor” means the ratio, as calculated by the Protocol smart contracts from time to time, representing the safety of a Borrower’s position relative to the applicable Liquidation Threshold.

“Issuer” means the Operator, or the service operated by or on behalf of the Operator, which verifies control of a Wallet and mints Access Tokens.

“Liquidation” means the permissioned process by which all or part of a Borrower’s Collateral is sold or transferred in order to repay all or part of that Borrower’s outstanding borrowings, together with any applicable Liquidation Penalty.

“Liquidation Penalty” means the penalty applied to a Borrower’s Collateral on Liquidation, as configured in the Protocol smart contracts from time to time, a portion of which is retained by the Protocol as the Liquidation protocol fee.

“Liquidation Threshold” means, in respect of a Digital Asset, the percentage at which a position becomes eligible for Liquidation, as configured in the Protocol smart contracts from time to time.

“Liquidator” means a person holding a Liquidator Access Token and permitted by the Protocol to perform Liquidations.

“Loan-to-Value” or “LTV” means the maximum ratio of borrowings to Collateral value permitted in respect of a Digital Asset, as configured in the Protocol smart contracts from time to time.

“Market” means a lending and borrowing market deployed as part of the Protocol in respect of one or more Digital Assets.

“Oracle” means any on-chain or off-chain price feed, data provider or pricing mechanism relied on by the Protocol, including RedStone, Pyth Network and any successor or replacement provider.

“Protected Persons” means the Operator and its affiliates, and each of their respective shareholders, members, directors, officers, employees, contractors, agents, advisers, service providers, contributors, developers, Curators, Allocators, Sentinels, liquidation operators, node operators and licensors.

“Protocol Administrator” means the multi-signature wallet or governance mechanism which administrates asset listings, risk parameters, access gates, upgrades and emergency functions of the Protocol from time to time.

“Restricted Jurisdiction” has the meaning given in clause 5.2.

“Restricted Person” has the meaning given in clause 5.3.

“Supplier” means a User who supplies Digital Assets to the Protocol.

“Vault” means a smart-contract vault which accepts deposits of Digital Assets and allocates them across one or more Markets in accordance with parameters set by a Curator.

“Wallet” means a self-custodial digital asset wallet controlled by you.

2.2 Headings are for convenience only. “Including” and “in particular” are without limitation. References to a clause or Schedule are to a clause of, or Schedule to, these Terms. A reference to a statute or regulation includes any amendment or re-enactment of it. The singular includes the plural and vice versa. Each Schedule forms part of these Terms.

2.3 In the event of conflict between these Terms and the technical documentation, these Terms prevail as to legal rights and obligations, and the technical documentation and the on-chain state prevail as to the technical operation of the Protocol.

3. NATURE OF THE PROTOCOL — NON-CUSTODIAL AND NON-INTERMEDIATED

3.1 Non-custodial. The Protocol is non-custodial. At no time does the Operator take custody, possession or control of your Digital Assets, your Wallet or your private keys. Digital Assets supplied to the Protocol are held by autonomous smart contracts and are not held by the Operator, on trust or otherwise. The Operator does not hold client money or client assets, does not maintain accounts or balances on your behalf, and does not commingle or rehypothecate User assets.

3.2 No intermediation. All supplying, borrowing, repayment, withdrawal and Liquidation activity occurs directly between Users and the Protocol smart contracts. The Operator does not match, execute, guarantee, settle, clear, intermediate, warehouse or take the other side of any transaction, and does not extend credit to any User. The Operator is not a bank, deposit-taker, money-services business, credit institution, lender, broker, dealer, exchange, clearing house, custodian, trustee, investment adviser, fund manager or fiduciary in relation to you. Nothing in this clause 3.2 limits, qualifies or contradicts the administrative and operational functions expressly disclosed in clause 3.6, which you should read together with this clause.

3.3 No account. You do not open an account with the Operator. Your interaction with the Protocol is effected solely through your Wallet and the transactions you sign. The Operator cannot access, freeze, reverse, cancel, recover or otherwise interfere with a transaction that you have signed and broadcast, nor can it restore lost private keys or recover Digital Assets sent in error, to an incorrect address or to an incorrect network.

3.4 The Interface is an access tool only. The Interface is a convenience front-end that displays publicly available blockchain data and assists you in constructing transactions. The Interface does not custody assets, does not hold private keys and is not necessary in order to interact with the Protocol. You may interact with the Protocol directly, and the Operator may withdraw, restrict or discontinue the Interface at any time without affecting the Protocol.

3.5 Independent counterparty relationships. Where the Protocol enables Users to supply Digital Assets which other Users borrow, the resulting economic exposure is between you and the Protocol smart contracts. The Operator gives no guarantee of repayment by any Borrower, no guarantee of the sufficiency or realisability of any Collateral, and no guarantee that any Supplier will be able to withdraw at any given time.

3.6 Compliance. The Operator (or the Protocol Administrator) may perform specified operational, risk and access functions solely to keep the Protocol orderly and to comply with Applicable Law. Those actions may affect your position, including liquidation eligibility. They are not taken for your individual benefit and may change as required for risk management or legal compliance and may cause you loss. To the fullest extent permitted by Applicable Law, no Protected Person has any liability to you for such loss.

3.7 No monitoring duty; no margin call. The Operator owes you no duty to monitor your position, to warn you of any deterioration in your Health Factor, to intervene, or to act in your interests. The Operator does not provide margin calls, warnings or grace periods. Any alert, notification, dashboard, Health Factor display, projection or estimate provided through the Interface is a convenience only, is provided without warranty, and must not be relied upon.

3.8 The Interface is not the only route. The Protocol may be accessed directly on-chain, or through other interfaces, by any address holding the necessary Access Tokens. Unavailability of the Interface does not suspend the Protocol, the accrual of interest, or the possibility of Liquidation. You remain solely responsible for monitoring and managing your position, including at times when the Interface is unavailable.

3.9 Open-source and third-party software. The Protocol incorporates unmodified third-party open-source software, and additional smart contract code developed by or for the Operator. The Operator makes no representation or warranty as to any third-party software and is not responsible for it. An independent third-party security audit of the Protocol has been completed; relevant information regarding the audit will be shared in due course and made available in the Documentation and/or on the Interface. You acknowledge that certain components of the Protocol may not have completed independent third-party audit at the time of your use.

4. ACCESS TOKEN AND VERIFICATION

4.1 Permissioned access. To use the Protocol, the relevant Wallet must hold the Access Token required for the particular class of action. This applies to all Protocol activity, including supplying, withdrawing, borrowing, repaying, Liquidation and flash loans. If the required Access Token is not held, the transaction cannot be carried out.

4.2 Verification. To obtain an Access Token you must connect your Wallet and sign an off-chain message identifying the requested grants, the chain identifier and a timestamp, and you must make the representations in clause 5. Signing that message is free of charge, does not authorise any transfer, spend or approval, and evidences only your control of the Wallet.

4.3 Anti-phishing. The Operator will never ask you to sign a message or transaction that transfers your Digital Assets or grants a spending allowance as part of verification. If you are asked to do so, you are being defrauded: stop immediately and contact the Operator through an official channel published in the Documentation.

4.4 No identity verification at present. The Operator does not, as at the Effective Date, require you to submit identity documentation or complete customer due diligence in order to obtain an Access Token. The Operator reserves the right to introduce identity verification, sanctions screening, wallet screening or other compliance requirements at any time where it considers this necessary or desirable, including in order to comply with Applicable Law or the requirements of a service provider.

4.5 Issuance is discretionary. Access Tokens are minted by the Issuer in its sole discretion. The Operator is under no obligation to issue an Access Token to any address, to give reasons for a refusal, or to issue within any particular time. Successful verification of a signature does not entitle you to issuance.

4.6 Nature of Access Tokens. An Access Token: (a) is non-transferable and cannot be sold, assigned, lent, pledged or moved; (b) confers no ownership, economic, governance, voting, profit-sharing, redemption or other right of any kind; (c) is not intended to be, and must not be treated as, a security, unit, share, investment, commodity, e-money or payment instrument; (d) has no monetary value and is not consideration; and (e) attests only that the holding address satisfied the Operator’s verification requirements for a given role at the time of minting.

4.7 One address, one holder. You must use only Wallets whose private keys you generated or which you are expressly authorised in writing to operate. You must not permit any other person to transact using an address to which your Access Tokens have been minted. You are responsible for all activity conducted through such addresses, whether or not authorised by you.

4.8 Ordinary revocation. Access Tokens may be revoked in the ordinary course, including where you cease to satisfy the eligibility criteria in clause 5, where you breach these Terms, or where a reserve or role is retired. The Protocol is designed so that an Access Token relating to an asset in which you hold an open position cannot be revoked through the ordinary revocation path.

4.9 Emergency revocation. You acknowledge and accept that a separate emergency revocation power exists, exercisable by the Protocol Administrator, which is not subject to the open-position check in clause 4.8. That power is intended for use in compliance, sanctions, legal-process, security-incident and comparable circumstances, and its exercise is recorded on-chain. You acknowledge that its exercise may prevent you from supplying, borrowing, repaying, withdrawing or otherwise managing an open position, and that this may cause you loss, including loss arising from an inability to add Collateral or repay debt in order to avoid a Liquidation. To the fullest extent permitted by Applicable Law, no Protected Person has any liability to you for any such loss.

4.10 Access is a permission, not a right. Access to the Services is a revocable permission. Nothing in these Terms obliges the Operator to maintain in operation the Interface, the Issuer, the liquidation service, any Oracle, any reserve or the Protocol itself, or to continue to grant you access. The Operator gives no undertaking that access will be uninterrupted, that any particular Wallet will retain access, or that any Access Token will continue to be supported.

5. ELIGIBILITY, RESTRICTED JURISDICTIONS AND RESTRICTED PERSONS

5.1 By accessing or using the Services you represent, warrant and undertake, on each occasion on which you access or use the Services, that:

1. you are at least 18 years old and have full legal capacity and authority to enter into and be bound by these Terms;
2. your access to and use of the Services is not prohibited by, and does not otherwise contravene, any law or regulation applicable to you;
3. you are not a Restricted Person and are not accessing the Services from, or resident, domiciled, established or located in, a Restricted Jurisdiction, and you are not acting for or on behalf of any such person;
4. you will not use, and have not used, any virtual private network, proxy service, remote desktop, relocation or other technique or device to disguise or misrepresent your location or identity, or to circumvent any geographic, technical or access restriction applied by the Operator;
5. the Digital Assets you use in connection with the Services are lawfully owned or controlled by you and are not derived from, and will not be used for, any unlawful activity, including money laundering, terrorist financing, proliferation financing, sanctions evasion, fraud, market abuse or tax evasion;
6. you have sufficient knowledge, experience and understanding of Digital Assets, blockchain networks, self-custody, decentralised lending protocols, over-collateralised borrowing, liquidation mechanics and oracle-based pricing to evaluate the merits and risks of using the Services, and you are financially able to bear the total loss of all Digital Assets you commit;
7. you are acting on your own account and not on behalf of any undisclosed principal, and you have not been previously suspended, restricted or removed from the Services; and
8. you have read and understood the Risk Disclosure Statement at Schedule 1 and, where applicable, the Curator Disclosure and Vault Supplemental Terms at Schedule 2.

5.2 Restricted Jurisdictions. The Services are not offered or made available to, and must not be accessed or used by, any person who is resident, domiciled, established, incorporated or located in, or who is accessing the Services from, any jurisdiction or territory listed in Schedule 3, together with any other jurisdiction or territory (i) that is at any time the subject of comprehensive country- or territory-wide sanctions administered or enforced by the United States Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom or any other competent authority, or (ii) in which the offering, access to or use of the Services would be unlawful or would require the Operator to obtain a licence, registration or authorisation that it does not hold (each, a “Restricted Jurisdiction”).

5.3 Restricted Persons. A “Restricted Person” is any person who: (a) is designated on the OFAC Specially Designated Nationals and Blocked Persons List, any other OFAC list, or any consolidated or sectoral sanctions list of the United States, the United Nations Security Council, the European Union, the United Kingdom or any other competent authority whose measures apply to the Operator; (b) is owned as to 50% or more, individually or in the aggregate, or is otherwise controlled, directly or indirectly, by one or more persons within paragraph (a); (c) is a government, agency or instrumentality of a Restricted Jurisdiction; (d) is located in, resident in, or organised under the laws of a Restricted Jurisdiction; or (e) is otherwise subject to any legal or regulatory prohibition on accessing or using the Services. You must not access or use the Services if you are a Restricted Person or are acting for, on behalf of, for the benefit of, or at the direction of a Restricted Person.

5.4 Continuing obligation. The representations in this clause 5 are given on each occasion of access and on a continuing basis. You must notify the Operator immediately if any of them ceases to be true. The Operator may verify your eligibility at any time and may suspend or terminate your access where eligibility cannot be established to its satisfaction.

5.5 Screening. You acknowledge and agree that the Operator may, at its discretion and without notice, apply blockchain analytics, sanctions screening, geolocation, IP-based blocking, wallet risk scoring and other compliance controls to any Wallet address, transaction or session, both before Access Token issuance and on an ongoing basis, and that it may decline to issue, and may revoke, an Access Token on the basis of the results. You acknowledge that: (i) such controls are imperfect and their application or non-application in any particular case does not constitute a representation by the Operator that your access is lawful; and (ii) it remains your sole responsibility to determine whether your access to and use of the Services is lawful in your jurisdiction.

5.6 Circumvention. Any use of a virtual private network, proxy, relay, mixer, privacy tool or other means to conceal your location, your identity or the provenance of your Digital Assets, or to circumvent any control described in this clause 5, is a material breach of these Terms and may result in immediate revocation of your Access Tokens, permanent denial of access, and reporting to competent authorities.

5.7 The Operator may amend the list of Restricted Jurisdictions at any time, with immediate effect, by publication on the Interface. The list in force as at the Effective Date is set out in Schedule 3.

5.8 Nothing in these Terms obliges the Operator to make the Services available in any jurisdiction. The Operator reserves the right to determine, in its sole discretion, the markets and jurisdictions in which the Services are offered, and to restrict, refuse or withdraw access at any time.

6. LICENCE AND PERMITTED USE

6.1 Subject to your continuing compliance with these Terms, the Operator grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Interface for your own internal, non-commercial purposes. No other right or licence is granted.

6.2 The licence in clause 6.1 terminates automatically and immediately upon any breach of these Terms by you.

7. SUPPLYING, BORROWING AND WITHDRAWAL

7.1 Supplying. Where you supply Digital Assets to a Market or Vault, those Digital Assets are transferred to the relevant smart contract and you receive BNQ-Tokens representing your claim on the relevant reserve. Interest, if any, accrues algorithmically according to the utilisation-based interest rate model configured for that Market. Interest rates are variable and are not guaranteed. Past or indicative rates displayed on the Interface are estimates only and are not an offer, promise or representation as to any yield you will receive.

7.2 No deposit protection. Digital Assets supplied to the Protocol are not deposits, are not protected by any deposit guarantee, insurance or investor compensation scheme in any jurisdiction, and are not subject to any client-money or client-asset protection regime.

7.3 Withdrawal and liquidity. Your ability to withdraw supplied Digital Assets at any time depends on available liquidity in the relevant Market. Where utilisation is high, withdrawal may be delayed, partially available or unavailable until borrowings are repaid or further liquidity is supplied. The Operator gives no undertaking as to withdrawal availability and is not liable for any loss arising from an inability to withdraw.

7.4 Borrowing. Borrowing is over-collateralised. You are solely responsible for monitoring your Health Factor, the value of your Collateral, accrued interest, and the applicable LTV and Liquidation Threshold. Risk parameters may be changed by the Protocol Administrator or Curator at any time in accordance with clause 10, and such changes may adversely affect your position, including by rendering it eligible for Liquidation.

7.5 Liquidation. If your Health Factor falls to or below the applicable threshold, your position may be liquidated in whole or in part, and a Liquidation Penalty will be applied and deducted from your Collateral. . You acknowledge and accept that:

1. neither the Operator nor any liquidation operator owes you any duty to liquidate, to liquidate at any particular time or price, to liquidate in any particular order or proportion, or to obtain the best available price;
2. a failure, delay, outage or capacity constraint affecting the liquidation service, the Oracles, the underlying blockchain network or market liquidity may result in your position not being liquidated when eligible, in the Protocol incurring bad debt, and in Suppliers suffering loss; and
3. you will remain responsible for any shortfall as between your borrowings and the realised value of your Collateral to the extent recoverable under the Protocol smart contracts, and you have no claim against any Protected Person in respect of any Liquidation or non-Liquidation.

7.6 Bad debt and socialised losses. If Collateral realised on Liquidation is insufficient to repay the associated borrowings, the resulting bad debt may be borne by Suppliers to the affected Market, in whole or in part, through a reduction in the value or redeemability of their positions. You may therefore lose part or all of your supplied Digital Assets as a result of the conduct or losses of other Users.

7.7 No obligation to open Liquidation. The Operator may, but is not obliged to, open Liquidation to a wider set of participants or to permissionless operation. The Operator is not liable for any loss arising from its decision to do so or not to do so.

7.8 Flash loans. Flash-loan functionality is disabled for Users as at the Effective Date. If enabled, it will be made available on an “as is” basis subject to the premium then published, to these Terms in full, and to any additional terms the Operator imposes.

8. ORACLES AND PRICING

8.1 The Protocol depends on Oracles to value Collateral and borrowings and to determine Liquidation eligibility. Oracles are third-party systems and are not controlled by the Operator.

8.2 You acknowledge that Oracle data may be delayed, stale, inaccurate, manipulated, unavailable or erroneous, and that any such event may cause, among other things, unwarranted Liquidation, failure to liquidate, incorrect borrowing capacity, mispricing, or suspension of a Market.

8.3 Oracle prices are not market prices. The Protocol determines borrowing power, Health Factors and Liquidation eligibility using Oracle prices, not observable market prices on any exchange. Oracle prices may diverge materially from market prices, and you have no claim arising from any such divergence.

8.4 Shared and reference feeds. You acknowledge that certain assets may be priced using a shared reference feed for an underlying asset rather than a feed specific to the wrapped, bridged or synthetic representation you actually hold. A divergence, de-peg, redemption failure or loss of backing affecting a wrapped or bridged asset may not be reflected in its Oracle price, and the Protocol may continue to treat that asset at the reference price. You bear that risk in full.

8.5 BNQ-operated feeds. Where no suitable third-party feed exists, the Operator may operate its own price feed contracts, subject to on-chain bounds and deviation limits. The Operator does not warrant the accuracy, timeliness or availability of any BNQ-operated feed, and no Protected Person is liable for any loss arising from any price that is incorrect, delayed, halted, bounded or re-anchored.

8.6 The Protocol is designed to operate on a “fail-closed” basis, such that missing or stale price data may cause an asset or Market to be halted rather than mispriced. A halt may prevent you from supplying, borrowing, repaying, withdrawing or being liquidated for an indefinite period. No Protected Person shall have any liability in respect of any such halt or its consequences.

9. PROTOCOL ADMINISTRATION, PARAMETERS AND EMERGENCY POWERS

9.1 You acknowledge and agree that the Protocol Administrator may administrate, among other things: the listing and de-listing of Digital Assets; LTV, Liquidation Threshold, Liquidation Penalty, reserve factor, supply and borrow caps and interest-rate parameters; access gates and permission settings; Oracle configuration; contract upgrades; and pause, freeze and other emergency functions, at any time, with or without notice, and may materially and adversely affect your positions (including by triggering Liquidation, preventing withdrawal or preventing repayment) for purposes including but not limited to complying with applicable law, an order of a court or competent authority, or a request from law enforcement, or in response to a security incident, exploit, oracle failure or market disruption.

9.2 No Protected Person owes you any duty to exercise, or to refrain from exercising, any administrative or emergency power, and no Protected Person shall have any liability arising from the protocol administration herein.

9.3 As at the Effective Date there is no BNQ protocol governing token. The Operator has made no decision to issue any token and gives no undertaking to do so. Any person offering similar token is not authorised by the Operator and should be treated as fraudulent. Your use of the Services confers no governance, voting, revenue-sharing, equity or similar right.

10. CURATORS, RISK PARAMETERS AND VAULTS

10.1 A Curator is responsible for defining the risk configuration of a Market or Vault, which may include the selection of collateral and loan assets, LTV and Liquidation Thresholds, supply and borrow caps, Oracle selection, interest-rate models and, in the case of a Vault, the allocation of deposited Digital Assets across underlying Markets.

10.2 The Operator may act as Curator of the Markets and (when deployed) Vaults made available through the Interface. The Operator may appoint third-party Curators, Allocators, Sentinels or similar role-holders in respect of any Market or Vault at any time, and may cease to act as Curator, in each case without notice to you.

10.3 A Curator acts as a technical configurator of smart contract parameters only. A Curator does not act as your agent, adviser, trustee, fiduciary or portfolio manager, does not manage assets on your behalf, does not exercise discretion over your property, and owes you no duty of care, skill, loyalty, prudence or best execution. Nothing in the curation of a Market or Vault constitutes investment advice, a personal recommendation, a discretionary investment management service, a collective investment scheme, a fund, or an offer of any regulated product or service.

10.4 The selection or configuration of a Digital Asset, Oracle, parameter or Market by a Curator does not constitute an endorsement, approval, verification or warranty of that asset, Oracle, parameter or Market, or of its safety, suitability, liquidity, legality or value.

10.5 Curator decisions are discretionary. A Curator may change risk parameters, add or remove assets or Markets, reallocate Vault assets, reduce or increase caps, or wind down a Vault at any time. Such changes may adversely affect you and may be effected with or without a timelock or prior notice, depending on the configuration of the relevant smart contract.

10.6 Where Vaults are deployed, the additional terms set out in Schedule 2 (Curator Disclosure and Vault Supplemental Terms) apply and are incorporated into these Terms.

11. FEES

11.1 As at the Effective Date, the Operator does not charge any deposit fee, withdrawal fee, account fee or subscription fee for use of the Interface.

11.2 The Operator may apply protocol-level fees at the smart contract level, which may include a reserve factor (a share of Borrower interest retained by the Protocol), a liquidation protocol fee (a share of the Liquidation Penalty) and, where flash-loan functionality is enabled, a flash-loan premium. The specific fees and rates applicable to each Market are set out in the fee structure disclosed on the Interface.

11.3 The fee structure disclosed on the Interface may differ between Markets. Fees are configured in the Protocol smart contracts and may be varied by the Protocol Administrator or Curator at any time .

11.4 Performance and management fees. The Operator reserves the right, in its capacity as Curator or otherwise, to introduce performance fees, management fees or other Curator fees in respect of any Vault or Market, including any fee charged as a percentage of interest or yield generated. Any such fee will be disclosed on the Interface or in Schedule 2 before it takes effect in respect of the relevant Vault or Market. Your continued use of the relevant Vault or Market after such disclosure constitutes acceptance of the applicable fee.

11.5 You are solely responsible for all network, gas and transaction fees payable to blockchain validators or sequencers, which are not received by the Operator and are not refundable regardless of whether your transaction succeeds.

11.6 You bear all costs of hardware, software, connectivity and Wallet services required to access the Services.

12. YOUR SECURITY OBLIGATIONS

12.1 You are solely responsible for the security of your Wallet, private keys, seed phrase, devices and credentials. The Operator does not hold and cannot recover them. Loss or compromise of your private keys will result in permanent and irreversible loss of access to your Digital Assets.

12.2 Before signing any transaction you must independently verify the contract address, the network, the asset and the transaction payload against the addresses published in the official BNQ Documentation. Interfaces can be spoofed, cloned, compromised, or served through a hijacked domain or DNS record.

12.3 Blockchain transactions are final and irreversible. Neither the Operator nor any other person can reverse, cancel or refund a transaction, including one made in error, to a wrong address, on a wrong network, or as a result of fraud or unauthorised access.

12.4 You must not disclose your Access Token address in a manner that facilitates its unauthorised use, and you must notify the Operator promptly at the security contact address published in the Documentation if you become aware of any unauthorised access to a Wallet holding your Access Tokens.

12.5 You should periodically review and revoke token approvals that are no longer required.

13. TAXES

13.1 You are solely responsible for determining, reporting and paying any tax, duty, levy or similar charge arising from your use of the Services, including in respect of interest, rewards, incentives, Liquidations and disposals. The Operator does not provide tax advice, does not withhold or remit tax on your behalf, and gives no representation as to the tax treatment of any transaction. You should consult your own tax adviser.

14. PROHIBITED CONDUCT

14.1 You must not, and must not permit or facilitate any third party to:

1. use the Services in breach of any applicable law or regulation, or for any unlawful, fraudulent, deceptive or malicious purpose;
2. use the Services to launder the proceeds of crime, to finance terrorism or proliferation, to evade sanctions or tax, or to conceal or disguise the origin of Digital Assets;
3. access or attempt to access the Services from a Restricted Jurisdiction, or as a Restricted Person, or use any VPN, proxy, mirror, relayer, front-end fork or other means to circumvent geographic, technical or access restrictions;
4. exploit, attack or attempt to exploit or attack the Protocol, the Interface, any Oracle or any smart contract, including by way of oracle manipulation, price manipulation, flash-loan attack, re-entrancy, front-running, sandwich attacks, griefing, denial-of-service, or the exploitation of any bug, vulnerability, error or unintended behaviour, whether or not resulting in profit;
5. engage in market manipulation, wash trading, self-dealing, spoofing, layering or quote stuffing, or in any Sybil, multi-wallet or other abusive activity intended to obtain or increase incentives, rewards or fee benefits;
6. use any bot, crawler, scraper or automated means to access the Interface other than as expressly permitted, or interfere with the operation, integrity or security of the Services;
7. reverse engineer, decompile or disassemble any proprietary component of the Services, or copy, modify, distribute, sell, licence, frame or create derivative works of the Interface or its content, except to the extent that the relevant component is licensed to you under an open-source licence and then only in accordance with that licence;
8. impersonate any person, misrepresent your identity or affiliation, or forge headers or transmission identifiers; or
9. infringe the intellectual property, privacy or other rights of the Operator or any third party;
10. offer, promote, sell, distribute or imply the existence of any BNQ protocol governing token, allocation, presale, airdrop, points programme or investment product; or
11. use the BNQ name, logo or marks in a manner that is deceptive, that suggests a relationship or endorsement that does not exist, that is likely to cause confusion, or that facilitates phishing or social engineering.

14.2 Conduct permitted by code is not thereby permitted by these Terms. Conduct that is technically possible on, or permitted by, a smart contract may nevertheless breach these Terms and Applicable Law. The fact that the Protocol allows an action does not make that action lawful or permitted.

14.3 Any conduct falling within clause 14.1(d) or 14.1(e) is a material breach of these Terms. The Operator reserves all rights and remedies in respect of such conduct, including the right to revoke your Access Token, to pursue civil recovery and injunctive relief in any jurisdiction, to trace Digital Assets using blockchain forensic providers, and to refer the matter to law enforcement and to centralised exchanges and custodians.

14.4 You agree that the Operator may share information relating to suspected unlawful or abusive activity with law enforcement, regulators, blockchain analytics providers and affected third parties, without notice to you.

15. THIRD-PARTY SERVICES AND CONTENT

15.1 The Services may reference, link to, integrate with or depend on third-party services, including Wallets, Oracles, node and RPC providers, bridges, blockchain analytics providers, aggregators, and the Hemi network itself. Such third parties are not controlled by the Operator.

15.2 The Operator makes no representation or warranty in respect of any third-party service or content and shall have no liability for any act, omission, failure, outage, error, exploit, insolvency, change of terms or discontinuation of any third party. Your use of any third-party service is at your own risk and subject to that third party’s terms.

15.3 Any information displayed on the Interface, including rates, health factors, valuations, projections and analytics, is provided for information only, is derived from third-party or on-chain sources, may be inaccurate, delayed or incomplete, and must not be relied upon. On-chain data is authoritative in the event of any discrepancy with the Interface.

16. NO ADVICE, NO OFFER AND NO FIDUCIARY DUTY

16.1 Nothing in the Services, the Interface, the Documentation or these Terms constitutes or is intended to constitute investment, financial, trading, legal, accounting or tax advice, a personal recommendation, or an offer, invitation, solicitation or inducement to buy, sell, subscribe for, hold or deal in any Digital Asset or financial product.

16.2 The Operator does not assess the suitability or appropriateness of the Services for you. You are solely responsible for your own due diligence and investment decisions and for obtaining independent professional advice.

16.3 To the maximum extent permitted by law, no Protected Person owes you any fiduciary duty, duty of care, duty of loyalty, duty of best execution, or any duty in tort, equity or otherwise, in connection with the Services, and you waive any claim that any such duty exists.

16.4 No Protected Person is your agent, trustee, partner, joint venturer or employee, and nothing in these Terms creates any partnership, joint venture, agency or trust relationship.

17. ASSUMPTION OF RISK

17.1 You acknowledge that the Services involve substantial risk, including the risk of total and irrecoverable loss of Digital Assets. You have read and accept the Risk Disclosure Statement at Schedule 1 and you assume all such risks voluntarily and in full.

17.2 Without limitation, you assume all risk arising from: smart contract defects, exploits and hacks; Oracle failure, staleness and manipulation; Liquidation and failure to liquidate; bad debt and socialised losses; illiquidity and inability to withdraw; volatility and total loss of value of any Digital Asset (including any wrapped, bridged or synthetic asset and any stablecoin depeg); blockchain network failure, congestion, re-organisation, fork, halt, censorship or sequencer outage; bridge failure in respect of bridged assets; loss or compromise of your private keys, Wallet, device or credentials; phishing, malware and social engineering; the exercise or non-exercise of administrative or emergency powers; changes to risk parameters by a Curator or the Protocol Administrator; regulatory change, enforcement action and legal prohibition; and the acts and omissions of third parties.

17.3 The Protocol includes custom smart contract code. An independent third-party security audit of that code has been completed, and relevant information regarding the audit will be shared in due course. You acknowledge that an audit is not a warranty or guarantee against defects, exploits or loss, and that you use the Protocol at your own risk.

18. DISCLAIMER OF WARRANTIES

18.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, THE INTERFACE, THE PROTOCOL AND ALL CONTENT AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT REPRESENTATION, WARRANTY, CONDITION OR UNDERTAKING OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.

18.2 THE OPERATOR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT AND NON-INFRINGEMENT.

18.3 THE OPERATOR DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE; THAT ANY DEFECT WILL BE CORRECTED; THAT THE SERVICES OR ANY SMART CONTRACT ARE FREE OF BUGS, VULNERABILITIES, VIRUSES OR OTHER HARMFUL COMPONENTS; THAT ANY ORACLE PRICE IS ACCURATE; THAT ANY POSITION WILL BE LIQUIDATED WHEN ELIGIBLE; OR THAT ANY DIGITAL ASSET WILL RETAIN ANY VALUE OR LIQUIDITY.

18.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ANY PROTECTED PERSON CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

19. LIMITATION OF LIABILITY

19.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO PROTECTED PERSON SHALL BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, RESTITUTION OR OTHERWISE, FOR ANY:

1. LOSS OF PROFIT, REVENUE, ANTICIPATED SAVINGS, BUSINESS, OPPORTUNITY, GOODWILL OR REPUTATION;
2. LOSS OR CORRUPTION OF DATA;
3. LOSS OF, OR DIMINUTION IN THE VALUE OF, ANY DIGITAL ASSET, INCLUDING BY REASON OF PRICE MOVEMENT, LIQUIDATION, FAILURE TO LIQUIDATE, BAD DEBT, DEPEG, EXPLOIT, ORACLE FAILURE OR NETWORK EVENT; OR
4. INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGE,

IN EACH CASE WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT THE PROTECTED PERSON WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS.

19.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF ALL PROTECTED PERSONS TO YOU IN RESPECT OF ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO THE OPERATOR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED UNITED STATES DOLLARS (US$100).

19.3 SPECIFIC EXCLUSIONS. WITHOUT LIMITING CLAUSE 19.1, NO PROTECTED PERSON SHALL BE LIABLE FOR ANY LOSS ARISING FROM OR IN CONNECTION WITH: (a) any defect, bug, exploit or vulnerability in the Protocol, the engine, the Access Token contract, any Oracle contract or any other smart contract; (b) any act or omission of the Protocol Administrator, the Issuer, any Curator or any Liquidator, including the grant, refusal or revocation of any Access Token and any failure, delay or error in Liquidation; (c) any Oracle price that is wrong, stale, halted, bounded, re-anchored or manipulated; (d) any change to a risk parameter, listing, cap or permission gate; (e) bad debt in any Market or Vault; (f) unavailability of the Interface, the Protocol, Hemi or any third-party infrastructure; (g) your own error, including transmission to a wrong address or network, loss of keys, or failure to monitor your Health Factor; (h) any act of a third party, including hacking, phishing, spoofed interfaces, social engineering, fraud, market manipulation or attack on any network; (i) any change in the value of any Digital Asset; or (j) any change in Applicable Law.

19.4 NO SPECIFIC PERFORMANCE; MEASURE OF DAMAGES. NO PROTECTED PERSON SHALL BE REQUIRED TO DELIVER ANY DIGITAL ASSET BY WAY OF DAMAGES OR TO PERFORM SPECIFICALLY. WHERE DAMAGES ARE MEASURED BY REFERENCE TO THE VALUE OF A DIGITAL ASSET, THAT VALUE SHALL BE THE LOWEST VALUE OF THAT ASSET BETWEEN THE DATE THE CLAIM ACCRUED AND THE DATE OF AWARD.

19.5 The limitations in this clause 19 are a fundamental basis of the bargain between you and the Operator and apply even if a limited remedy fails of its essential purpose. Where Applicable Law does not permit the exclusion or limitation of a liability, the Operator’s liability is limited to the minimum extent permitted by that law. The limitations in this clause 19 apply in aggregate across all Protected Persons and all claims, and reflect a deliberate allocation of risk which is reflected in the fact that the Services are made available without charge. You acknowledge that the Operator would not make the Services available on any other basis.

19.6 Nothing in these Terms excludes or limits any liability which cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence.

19.7 Time bar. Any claim arising out of or in connection with these Terms or the Services must be commenced within twelve (12) months after the date on which the cause of action arose, failing which it is permanently barred.

20. INDEMNITY

20.1 You agree to indemnify, defend and hold harmless each Protected Person from and against all claims, demands, actions, proceedings, investigations, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal fees on a full indemnity basis) arising out of or in connection with:

1. your access to or use or misuse of the Services;
2. your breach of these Terms or of any applicable law or regulation;
3. your breach or violation of the rights of any third party;
4. your Digital Assets, positions, transactions and tax affairs; and
5. any negligence, wilful misconduct, fraud or dishonesty on your part;
6. any misrepresentation by you, including in the verification process; and
7. any use of an address to which your Access Tokens are minted, whether or not authorised by you.

20.2 The Operator may assume exclusive conduct of the defence and settlement of any indemnified claim at your cost. You will cooperate fully and will not settle any such claim without the Operator’s prior written consent.

20.3 This indemnity survives termination or expiry of these Terms.

21. INTELLECTUAL PROPERTY

21.1 All intellectual property rights in and to the Interface, the BNQ name and marks, the Documentation and all proprietary content are owned by or licensed to the Operator. Except as expressly set out in clause 6.1, no right or licence is granted to you.

21.2 Certain components of the Protocol are made available under open-source licences. Your use of such components is governed by the applicable open-source licence terms.

21.3 You must not use the BNQ name, logo or marks in a manner that is deceptive, that suggests a relationship or endorsement that does not exist, that is likely to cause confusion, or that facilitates phishing or social engineering.

21.4 If you provide any feedback, suggestion or idea in relation to the Services, you grant the Operator a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use it for any purpose without obligation or attribution.

22. PRIVACY

22.1 The Operator’s collection and use of information in connection with the Services is described in the Privacy Policy, which forms part of these Terms.

22.2 You acknowledge that blockchain transactions are public, permanent and pseudonymous, that the Operator cannot alter, delete or erase on-chain data, and that on-chain activity may be capable of being associated with you by third parties.

23. SUSPENSION, RESTRICTION AND TERMINATION

23.1 The Operator may, at any time and in its sole discretion, with or without notice and without liability: suspend, restrict, modify or discontinue all or part of the Interface or the Services; revoke or refuse to mint an Access Token; block a Wallet address; apply or amend geographic restrictions; or terminate these Terms.

23.2 The Operator may exercise the rights in clause 23.1 where, among other things: you breach, or the Operator reasonably suspects you have breached, these Terms; you are or become a Restricted Person; your Wallet is associated with unlawful activity or sanctioned parties; the Operator is required to act by Applicable Law, court order or regulatory or law-enforcement request; your use exposes the Operator to legal, regulatory, reputational or security risk; or continued operation is not commercially or technically viable.

23.3 You may terminate these Terms at any time by repaying your borrowings, withdrawing your Digital Assets and ceasing to access and use the Services. Termination does not affect any position you hold on the Protocol, any accrued obligation, or the operation of the Protocol smart contracts.

23.4 Termination does not extinguish borrowings. Termination or suspension does not extinguish your outstanding borrowings, which continue to accrue interest and remain liable to Liquidation.

23.5 Clauses 2, 3, 4.6, 4.7, 4.9, 5, 12, 13, 14, 16, 17, 18, 19, 20, 21, 22.2, 23.4, 24, 25, 26, 27 and 28, and Schedules 1, 2 and 3, and any other provision which by its nature is intended to survive, survive termination or expiry of these Terms.

24. AMENDMENTS

24.1 The Operator may amend these Terms at any time by publishing the amended Terms on the Interface. Amendments take effect upon publication unless otherwise stated.

24.2 It is your responsibility to review these Terms periodically. Your continued access to or use of the Services after publication constitutes your acceptance of the amended Terms. If you do not agree to any amendment, you must discontinue your use of the Services, including by closing any open positions and satisfying any outstanding borrowing obligations.

25. FORCE MAJEURE

25.1 No Protected Person shall be liable for any failure or delay in performance, or for any loss, arising from any event beyond its reasonable control, including: acts of God; natural disaster; epidemic or pandemic; war, terrorism, civil unrest or cyber-warfare; act of government, regulator or law enforcement; change in law; failure, congestion, halt, fork or re-organisation of any blockchain network; failure of any Oracle, node, RPC, sequencer, bridge or third-party service; power, internet or telecommunications failure; hacking, exploit, denial-of-service or other malicious attack; or the unavailability of any third-party infrastructure.

26. GOVERNING LAW AND JURISDICTION

26.1 These Terms, and any dispute, claim or obligation (whether contractual or non-contractual) arising out of or in connection with these Terms, the Interface, the Protocol or the Services, are governed by and shall be construed in accordance with the laws of the Independent State of Samoa, without regard to conflict of law principles.

26.2 The parties shall first attempt, in good faith and for a period of thirty (30) days from written notice of a dispute, to resolve any dispute by negotiation.

26.3 If the dispute is not resolved under clause 26.2, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Independent State of Samoa in respect of any dispute, claim or proceeding arising out of or in connection with these Terms or the Services, and irrevocably waive any objection to the venue of such courts on the grounds of inconvenient forum or otherwise.

26.4 Notwithstanding clauses 26.2 and 26.3, the Operator may seek injunctive, interim, protective or other equitable relief, and may bring proceedings to protect its intellectual property, to restrain a breach of clause 14, or to trace, freeze or recover Digital Assets, before any court of competent jurisdiction in any jurisdiction.

26.5 Class action and jury waiver. Any dispute is personal to you and the Operator and shall be resolved solely on an individual basis. You agree that you will not bring, join or participate in any class, collective, consolidated or representative action or proceeding against any Protected Person, and, to the maximum extent permitted by law, you waive any right to trial by jury.

26.6 On-chain evidence. The parties agree that blockchain records, transaction hashes, block data and smart contract state constitute admissible evidence of the matters recorded therein, and that on-chain records prevail over any inconsistent information displayed on the Interface.

27. NOTICES

27.1 The Operator may give notice to you by publication on the Interface, by in-application message, or by any other means it reasonably considers appropriate. You agree that publication on the Interface constitutes effective notice.

27.2 All formal notices to the Operator must be sent in writing in the English language to our email: legal@bnq.me

27.3 Security vulnerabilities must be reported confidentially to our email: security@bnq.me and must not be disclosed publicly. Public disclosure of an unremediated vulnerability may constitute a breach of clause 14.1(d).

27.4 You consent to receive communications from the Operator electronically and agree that electronic communications satisfy any requirement that a communication be in writing.

28. GENERAL

28.1 Entire agreement. These Terms, including the Schedules and the Privacy Policy, constitute the entire agreement between you and the Operator in respect of the Services and supersede all prior communications, representations and understandings. You acknowledge that you have not relied on any statement, representation, assurance or warranty not expressly set out in these Terms. Nothing in this clause limits liability for fraud.

28.2 Severability. If any provision is held to be invalid, illegal or unenforceable, it shall be severed or modified to the minimum extent necessary and the remaining provisions shall continue in full force.

28.3 No waiver. No failure or delay in exercising any right constitutes a waiver of that right.

28.4 Assignment. You may not assign or transfer any of your rights or obligations under these Terms. The Operator may assign, transfer, novate or delegate any of its rights or obligations without your consent, including to any affiliate or successor.

28.5 Third-party rights. Each Protected Person may enforce the provisions of these Terms which are expressed to be for its benefit. Save as set out in this clause 28.5, a person who is not a party to these Terms has no right to enforce any of its provisions.

28.6 Language. These Terms are made in the English language. Any translation is provided for convenience only, and the English version prevails in the event of any inconsistency.

28.7 Electronic acceptance. You agree that connecting a Wallet, signing a message or transmitting a transaction constitutes your electronic signature and acceptance of these Terms, and that these Terms satisfy any requirement that an agreement be in writing.

28.8 Relationship with the Documentation. In the event of any inconsistency between these Terms and any technical documentation, marketing material or Interface content, these Terms prevail.

SCHEDULE 1 — RISK DISCLOSURE STATEMENT (issued as a separate document and incorporated by reference)

SCHEDULE 2 — CURATOR DISCLOSURE AND VAULT SUPPLEMENTAL TERMS (issued as a separate document and incorporated by reference)

SCHEDULE 3 — RESTRICTED JURISDICTIONS (issued as a separate document and incorporated by reference)