1212 CAPITAL INC – TERMS & CONDITIONS
PREAMBLE
1212 CAPITAL INC, with its registered seat in Panama City, Panama (the “Company”, “1212 CAPITAL”, “we”, “us”, or “our”), is the operator of the on-chain investment and structuring framework described in this document and on the Company’s website (the “Website”).
These Terms of Service (the “Terms”) govern access to and use of the on-chain investment and structuring framework (the “Framework”) operated by the Company, including all Implementations, Smart Contracts, Wallet Architectures, and associated services (collectively, the “Service”).
These Terms constitute a binding legal agreement between you (the “User, Investor”, “you”, or “your”) and the Company. By connecting your wallet, interacting with a Smart Contract, approving a transaction, or otherwise accessing any Implementation within the Framework, you confirm that you have read, understood, and accepted all terms and conditions set forth herein.
By accepting these Terms, you also accept the Company’s Privacy Policy, available on the Website.
1. DEFINITIONS
For the purposes of these Terms, the following terms shall have the meanings set out below. Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s Whitepaper, as updated from time to time.
“Collateralized Structures” means Implementations or strategies involving the use of Digital Assets as collateral to enable lending, borrowing, leverage, or similar mechanisms, as governed by Smart Contracts and Third-Party Protocols.
“Digital Assets” means cryptographic tokens or digital representations of value recorded on a blockchain, including Stablecoins and other blockchain-native assets.
“Execution Authority” means the ability to initiate, approve, or execute on-chain transactions within a given Wallet Architecture, as determined exclusively by applicable Smart Contract logic, signature thresholds, and governance configuration.
“Framework” means the modular on-chain investment and structuring framework operated by the Company, including its governance model, execution processes, wallet architectures, and interaction with Smart Contracts and Third-Party Protocols.
“Implementation” means any specific on-chain structure or configuration through which the Framework is deployed, including without limitation smart-contract-based vaults, strategy-specific contracts, segregated wallets, multisignature wallet architectures, or other decentralized mechanisms.
“Management Fees” means periodic or recurring fees that may be charged by the Company in connection with certain Implementations or services provided within the Framework.
“Multisignature Wallet” or “Multisig Wallet” means a blockchain wallet requiring multiple cryptographic signatures to authorize transactions, used as an execution and governance tool within the Framework.
“On-Chain Representation” means any tokenized or smart-contract-based representation of a User’s participation, exposure, or economic interest within a specific Implementation.
“Performance Fees” means fees that may accrue to the Company based on the performance of certain Implementations or strategies, calculated and distributed programmatically through Smart Contracts.
“Segregated Wallet” means an on-chain wallet dedicated to a specific User, group of Users, or strategy, operated within the Framework and subject to the applicable Wallet Architecture and governance rules.
“Service” means the operation of the Framework by the Company, including the execution, coordination, and supervision of on-chain investment and structuring activities.
“Smart Contracts” means self-executing programs deployed on a blockchain that automatically enforce predefined rules governing the operation of an Implementation, including asset movements, accounting logic, collateralization parameters, execution permissions, and fee calculations.
“Stablecoins” means Digital Assets designed to maintain a relatively stable value by reference to an underlying asset, mechanism, or stabilization model.
“Third-Party Protocols” means external decentralized finance protocols and applications, including but not limited to lending platforms, decentralized exchanges, yield tokenization protocols, liquidity pools, and bridging infrastructures, which are not owned, operated, or controlled by the Company.
“Vault” or “On-Chain Vault” means a smart-contract-based structure within the Framework in which Users may deposit Digital Assets and receive On-Chain Representations of participation.
“Wallet Architecture” means the on-chain wallet configuration applicable to a given Implementation, which may include user-controlled wallets, Segregated Wallets, Multisignature Wallets, or a combination thereof.
2. SCOPE OF SERVICES
The Company operates a modular, crypto-only, on-chain investment and structuring framework executed exclusively through blockchain infrastructure. The Service consists of the technical operation, coordination, and execution of on-chain strategies through Smart Contracts, multisignature configurations, Segregated Wallets, and integrations with independent Third-Party Protocols.
All asset movements, allocations, and transformations occur exclusively on-chain and are governed by Smart Contract logic and blockchain-based Wallet Architectures.
The Company does not operate as a bank, deposit-taking institution, credit institution, broker-dealer, trustee, fiduciary, custodian, or regulated asset manager. The Company does not accept fiat currency, does not maintain bank accounts for Users, does not provide off-chain custody, and does not maintain client accounts in a conventional financial sense.
Execution Authority, where exercised by the Company, is strictly on-chain and governed by multisignature thresholds or Smart Contract logic and does not constitute traditional custody, safekeeping, or fiduciary control.
The Company does not provide personalized investment advice, suitability assessments, or discretionary portfolio management. The Company may provide general information, explanations, and strategic guidance regarding the operation of the Framework and its associated strategies at a framework or product level only.
All Users access the Framework at their own initiative and assume full responsibility for participation decisions. All Users participate at their own initiative and risk.
3. USER REQUIREMENTS
3.1 General Eligibility
Access to the Framework or to specific Implementations may be limited to individuals or legal entities that possess full legal capacity and whose participation complies with all applicable laws and regulations in their jurisdiction. The Company may restrict, suspend, or refuse access where required by law, regulatory considerations, internal risk policies, or compliance obligations.
Access may further be restricted to certain categories of Users, including but not limited to qualified individuals, professional investors, family offices, institutional participants, or other eligible counterparties, as determined by the Company on a per-Implementation basis.
3.2 AML and KYC Procedures
Where required by applicable law, regulatory standards, counterparty requirements, or internal compliance policies, Users may be required to complete identity verification, beneficial ownership disclosure, sanctions screening, source-of-funds checks, or other Anti-Money Laundering (“AML”) and Know-Your-Customer (“KYC”) procedures as a condition precedent to accessing the Service or participating in a specific Implementation.
Verification may be conducted directly by the Company or through designated third-party compliance providers. The scope, timing, and depth of such procedures may vary depending on the User’s profile, jurisdiction, interaction model, and the characteristics of the relevant Implementation.
Failure to complete, maintain, or satisfactorily pass applicable AML/KYC procedures may result in denial of access, suspension, restriction of participation, or termination of the User’s ability to interact with the Framework or specific Implementations.
3.3 User Representations and Warranties
By accessing or using the Service, the User represents and warrants that they:
• are of legal age and have full legal capacity to enter into these Terms;
• are not subject to economic or trade sanctions imposed by any governmental authority, including without limitation the United States (OFAC), the European Union, or the United Nations;
• are not located in, incorporated in, or a resident of any jurisdiction in which access to or participation in the Framework is prohibited or restricted by applicable law;
• are not using the Framework for money laundering, terrorist financing, fraud, or any other unlawful purpose;
• possess sufficient technical understanding of blockchain systems, Smart Contracts, wallet security, and decentralized protocols to assess the risks of participation;
• have independently evaluated the economic, legal, and tax implications of participation;
• have obtained independent professional advice where necessary;
• have sufficient financial resources to bear the risk of total loss of Digital Assets allocated to any Implementation.
3.4 Ongoing Monitoring
The Company reserves the right to conduct ongoing monitoring of activity within the Framework to the extent permitted by on-chain visibility and applicable law, consistent with applicable Panamanian law and international AML standards. Where necessary, the Company may take measures to comply with legal or regulatory obligations, including restricting access to certain Implementations, suspending interactions, or declining to provide services to specific Users.
4. WALLET ARCHITECTURE AND INTERACTION MODELS
4.1 Supported Wallet Architectures
The Framework may operate through multiple Wallet Architectures, including Smart-Contract-based Vaults, User-controlled wallets, Segregated Wallets, and Multisignature Wallets. The applicable Wallet Architecture determines Execution Authority, signature requirements, and operational permissions as enforced by on-chain logic.
4.2 User-Controlled Wallets
Where Users interact through their own wallets, the Company does not control private keys and bears no responsibility for wallet security, credential management, or key recovery. Users remain solely responsible for safeguarding private keys, securing wallet credentials, and approving transactions. Loss of private keys, compromised credentials, incorrect transaction approvals, or operational errors by the User may result in irreversible loss of Digital Assets.
4.3 Segregated and Multisignature Wallets
Where Segregated Wallets or Multisignature Wallets are used, the Company may exercise on-chain Execution Authority strictly within the limits defined by Smart Contract logic and governance rules. Such Execution Authority does not create a custodial, fiduciary, trustee, or deposit-taking relationship.
Inclusion of a User as a signatory in a Multisignature Wallet does not imply joint control, co-management, or discretionary authority over strategy execution unless explicitly defined by the on-chain threshold configuration. Execution Authority is determined exclusively by the applicable signature threshold and governance rules encoded on-chain.
4.4 Governance and Modification
The Company may, in accordance with applicable governance rules and for operational, technical, or security reasons, modify signatory sets or execution thresholds, migrate assets between wallets or structures, upgrade or replace wallet contracts, or take emergency protective actions in response to security incidents, protocol upgrades, or material operational risks. Such actions are executed through on-chain mechanisms and are undertaken to preserve the integrity and security of the Framework.
4.5 No Uniform Interaction Model
The interaction models described above are illustrative and non-exhaustive. The Framework is not limited to any single interaction pattern. The specific interaction model applicable to any User or Implementation is determined by the relevant on-chain configuration and associated documentation and may vary over time.
5. INVESTMENT FRAMEWORK AND STRATEGIES
5.1 Strategy Categories
Strategies deployed within the Framework may include, without limitation:
• Stablecoin-denominated strategies seeking to generate yield through lending, liquidity provision, yield tokenization, or similar decentralized arrangements;
• Volatile, directional, and leveraged strategies involving digital assets with higher volatility, including directional exposure, relative value positioning, or leveraged exposure;
• Collateralized and structured strategies involving the use of Digital Assets as collateral to enable lending, borrowing, leverage, or other structured arrangements;
• Yield tokenization and fixed-income-like strategies involving the separation or management of yield components through decentralized protocols;
• Liquidity provision and market-neutral strategies involving the provision of liquidity or the deployment of hedged or relative-value positions.
The Company does not act as a lender, borrower, or credit institution in connection with any strategy. Any lending or borrowing functionality is implemented programmatically through Smart Contracts and Third-Party Protocols.
5.2 Use of Third-Party Protocols
Strategies within the Framework are executed through interaction with Third-Party Protocols. The selection, configuration, and use of Third-Party Protocols are determined by the Company as part of its role as on-chain operator and execution manager. The Company does not own, control, or guarantee the performance, availability, or security of any Third-Party Protocol and may modify, replace, or discontinue protocol integrations at any time.
5.3 No Strategy Commitment
The inclusion of a strategy category in these Terms or in the Company’s Whitepaper does not imply that such strategies are currently active, will be deployed in the future, or will be available to all Users. The Company may deploy, modify, suspend, or discontinue strategies within the Framework. Where reasonably practicable, the Company will endeavor to provide notice of material strategy changes through on-chain signaling or the Website but is not obligated to do so.
6. FEES AND ECONOMIC MODEL
6.1 Management Fees
Certain Implementations or services may involve Management Fees to compensate the Company for operational activities such as strategy design, execution, monitoring, governance, and infrastructure maintenance. The existence, structure, and calculation methodology of Management Fees are determined on a per-Implementation basis and may be reflected in on-chain logic or supplementary documentation.
6.2 Performance Fees
Certain Implementations may involve Performance Fees, calculated based on predefined performance metrics and distributed in accordance with applicable Smart Contract logic or on-chain configuration. Performance Fees may vary across Implementations and are not guaranteed to accrue in any given period.
6.3 Subscription Fees
Certain Implementations may involve Subscription Fees payable upon entry into a specific Implementation or at the time of initial allocation of Digital Assets. Subscription Fees, where applicable, may be calculated as a fixed amount or as a percentage of the allocated Digital Assets and may be implemented through Smart Contract logic or specified in supplementary documentation. The existence, structure, and application of any Subscription Fees shall be determined on a per-Implementation basis and disclosed prior to participation.
6.4 Third-Party and Protocol-Level Fees
Implementations within the Framework may incur fees imposed by Third-Party Protocols or underlying blockchain infrastructure, including without limitation protocol usage fees, liquidity provider fees, borrowing or lending rates, and transaction or network fees. Such fees are determined by the relevant Third-Party Protocols or blockchain networks and are outside the control of the Company.
6.5 Fee Transparency
Where feasible, fee calculations and distributions are implemented programmatically through Smart Contracts, enabling on-chain transparency and verifiability. The Company seeks to ensure that fees applicable to each Implementation are disclosed in a clear and accessible manner prior to or in connection with participation.
6.6 No Guaranteed Fees or Outcomes
The existence of a fee mechanism within an Implementation does not imply any guarantee of performance, returns, or economic outcomes. Fees may accrue, not accrue, or vary over time depending on strategy performance, market conditions, and the operation of applicable on-chain logic.
7. RISK ACKNOWLEDGMENT AND ACCEPTANCE
BY ACCESSING, INTERACTING WITH, OR PARTICIPATING IN THE FRAMEWORK OR ANY IMPLEMENTATION, THE USER EXPRESSLY ACKNOWLEDGES, UNDERSTANDS, AND IRREVOCABLY ACCEPTS THE RISKS SET FORTH IN THIS SECTION.
7.1 General Risk Acknowledgment
Participation in on-chain digital asset strategies involves extreme, inherent, and unpredictable risks, including the risk of partial or total and irreversible loss of Digital Assets. Decentralized finance is an emerging and experimental technological environment that may not function as intended and may be subject to rapid and material changes.
7.2 Smart Contract Risk
Smart Contracts may contain undiscovered vulnerabilities, coding errors, design defects, logic flaws, security weaknesses, or exploitable backdoors that could result in unintended transfers, frozen assets, malfunctioning withdrawal mechanisms, incorrect accounting, or complete loss of funds. Audits, where conducted, do not eliminate risk and do not constitute guarantees of security or functionality.
7.3 Third-Party Protocol Risk
Third-Party Protocols may suffer from insolvency, governance manipulation, malicious attacks, oracle manipulation, liquidity collapse, parameter reconfiguration, exploit events, bridge failures, or permanent shutdown. The Company does not guarantee the solvency, security, availability, reliability, or performance of any Third-Party Protocol.
7.4 Market and Price Volatility Risk
Digital Assets are highly volatile and speculative. Market conditions may change rapidly and without warning. Stablecoins may deviate materially from their intended peg due to collateral failure, market panic, liquidity fragmentation, regulatory action, or structural design flaws. Extreme volatility may cause cascading liquidations, slippage, and systemic contagion across interconnected protocols.
7.5 Leverage and Liquidation Risk
Certain Implementations may involve leverage, borrowing, lending, collateralization, recursive positioning, yield amplification, or structured exposure. Leverage amplifies both gains and losses and may result in rapid liquidation of collateral, potentially leaving no residual value. Liquidation events may occur automatically and without prior notice based on on-chain parameters or oracle price feeds.
7.6 Liquidity Risk
Liquidity risk may prevent Users from entering, adjusting, or exiting positions at expected prices. During periods of market stress, liquidity may disappear entirely. Redemption mechanisms, where applicable, may be constrained by Smart Contract logic, protocol limitations, or liquidity availability.
7.7 Oracle and Infrastructure Risk
Oracle systems may deliver delayed, manipulated, or inaccurate data, triggering unintended liquidations or incorrect valuations. Blockchain networks may experience congestion, denial-of-service attacks, validator failures, forks, reorganization events, or consensus failures. Cross-chain bridges, if used, may be vulnerable to exploits or structural failure.
7.8 Regulatory and Legal Risk
The legal treatment of digital assets, decentralized finance, multisignature structures, and tokenized exposure may change in Panama or any other jurisdiction without notice. Regulatory authorities may interpret aspects of the Framework differently from the Company’s interpretation. Future laws, enforcement actions, or regulatory guidance may restrict or prohibit certain activities, impair access, impose reporting obligations, or affect the economic viability of Implementations.
7.9 Operational Risk
Operational risks include but are not limited to human error, incorrect parameterization, key compromise, cyberattacks, infrastructure outages, internal governance misconfiguration, and emergency migrations of wallet architecture. While governance structures are designed to mitigate single points of failure, no governance model eliminates risk.
7.10 No Insurance or Compensation
No insurance coverage, compensation scheme, deposit protection, capital guarantee, or recovery mechanism is provided by the Company or any governmental authority. Losses may be permanent and unrecoverable.
7.11 APR and Performance Disclaimers
Any reference to APR, APY, yield, projected returns, estimated performance, historical performance, or similar metrics is provided strictly for informational purposes and does not constitute a guarantee, promise, or representation of future results. Such metrics may fluctuate based on market conditions, liquidity levels, utilization rates, Smart Contract parameters, token incentives, or Third-Party Protocol dynamics. Performance figures may change without notice and may not reflect actual realized returns.
8. PROHIBITED ACTIVITIES
All Users shall use the Service in accordance with all applicable local, state, national, and foreign laws and regulations. By using the Service, the User warrants not to:
• use the Service for any illegal, unlawful, criminal, or fraudulent activities;
• violate any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under applicable law;
• interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including without limitation the deployment of viruses, malware, and denial-of-service attacks;
• violate any applicable law, rule, or regulation concerning the integrity of trading markets, including without limitation manipulative tactics commonly known as “rug pulls,” pumping and dumping, and wash trading;
• attempt to exploit, manipulate, or interfere with Smart Contracts, Wallet Architectures, or governance configurations within the Framework;
• transmit, copy, or disclose any content that might be deemed unlawful, abusive, disturbing, or harmful to any third party;
• abuse, slander, harm, harass, or discriminate against any third party;
• attempt to gain unauthorized access to Services, systems, or third-party data;
• conceal true identity for illegal purposes or act on behalf of a third party without appropriate authorization;
• circumvent or attempt to circumvent any AML, KYC, eligibility, or jurisdictional restrictions imposed by the Company;
• violate any applicable law, rule, or regulation of the Republic of Panama or any other relevant jurisdiction.
Any violation of the foregoing constitutes grounds for immediate suspension, restriction, or termination of the User’s access to the Framework and may give rise to criminal and civil liability towards the Company and/or third parties.
9. THIRD-PARTY PROTOCOLS AND LINKS
The Framework integrates or interacts with independent Third-Party Protocols and blockchain networks that are not owned, controlled, or operated by the Company. The Company makes no representations regarding the security, reliability, performance, legality, or continued availability of any third-party system.
The Company shall not be liable for losses arising from the actions, omissions, failures, insolvency, or technical malfunctions of any third party. Any external links or references provided on the Website are for informational purposes only and do not constitute endorsement or assumption of responsibility.
10. NO FINANCIAL, LEGAL, OR TAX ADVICE
The Company does not provide investment advice, financial advice, trading advice, legal advice, tax advice, or consulting advice. No information provided by the Company, whether on the Website, in the Whitepaper, or through any other channel, shall be construed as personalized advice or a recommendation to engage in any specific transaction or strategy.
The taxation of Digital Assets is uncertain and varies by jurisdiction. Users are solely responsible for determining applicable tax obligations and for reporting and paying any taxes arising from their transactions through the Framework. The Company does not provide guidance on legal or tax status or obligations related to participation in the Framework.
Users are strongly encouraged to seek independent professional advice before accessing or interacting with the Framework.
11. INTELLECTUAL PROPERTY
The Company owns all intellectual property and other rights in the Website and its contents, including without limitation software, content, images, trademarks, copyrights, patents, and designs, except where such rights belong to third parties.
All information provided on the Website is protected by intellectual property rights. Users are prohibited from sublicensing, selling, reselling, transferring, assigning, distributing, or otherwise commercially exploiting or making available to any third party any information presented on the Website or any component of the Service, except as expressly authorized by the Company.
12. SUPPORT AND COMPLAINTS
The Company may provide general informational support relating to the functionality of the Framework, Smart Contract interactions, and operational mechanics. Such support does not constitute financial, legal, tax, or investment advice.
In the event any technical problems or errors occur, the User shall promptly notify the Company by sending an email to: contact@1212.capital. The Company’s technical support is available Monday to Friday from 9am CET to 5pm CET. Users should provide a detailed description of the problem. The Company will endeavor to address technical issues within 72 hours, though resolution times may vary depending on the nature and complexity of the issue.
Any non-technical complaints pertaining to the Service must be filed to: contact@1212.capital. All complaints will be reviewed within 30 calendar days of receipt.
The Company shall not be responsible for losses resulting from Smart Contract vulnerabilities, Third-Party Protocol failures, market volatility, blockchain infrastructure disruptions, liquidation events, or regulatory developments. The Company does not guarantee specific resolution outcomes.
13. INDEMNIFICATION
The User agrees to protect, defend, indemnify, and hold harmless the Company and its attorneys, accountants, employees, agents, members, shareholders, officers, directors, signatories, and operators from and against all losses, costs, liabilities, claims, damages, and expenses of every kind and character, as incurred, resulting from:
• the User’s access to and use of the Website, Framework, and Service;
• the User’s violation of any term or condition of these Terms, the rights of any third party, or any applicable law, rule, or regulation;
• any other party’s access to and use of the Website, Framework, or Service with the User’s assistance or using any device, wallet, or account that the User owns or controls;
• any claim arising from the User’s failure to comply with applicable AML, KYC, tax, or regulatory obligations.
14. NO WARRANTIES
TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
The User acknowledges and agrees that use of the Service is at the User’s own risk. The Company does not represent or warrant that:
• access to the Website or the Framework will be continuous, uninterrupted, timely, or secure;
• the information contained on the Website or within any Implementation will be accurate, reliable, complete, or current;
• the Website, Framework, or any Smart Contract will be free from errors, defects, viruses, or other harmful elements;
• any particular level of performance, yield, profitability, or capital preservation will be achieved.
15. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, SUBSIDIARIES, REPRESENTATIVES, EMPLOYEES, MEMBERS, SHAREHOLDERS, AGENTS, OFFICERS, DIRECTORS, ADVISORS, SIGNATORIES, OPERATORS, OR PARTNERS SHALL BE LIABLE TO ANY USER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY, ARISING FROM OR RELATED TO:
• Smart Contract vulnerabilities, bugs, exploits, or failures;
• failures, insolvency, governance actions, or security breaches of Third-Party Protocols;
• market volatility, liquidation events, or collateral shortfalls;
• oracle failures, bridge failures, or blockchain network disruptions;
• delays, errors, or failures in on-chain execution;
• regulatory or legal changes affecting the operation of the Framework;
• errors, mistakes, or inaccuracies of content, software, or services;
• interruption or cessation of function related to the Framework or Service;
• bugs, viruses, trojan horses, or similar elements transmitted through the Website.
The Company’s liability, where applicable, is limited to cases of fraud, willful misconduct, or gross negligence, as determined under applicable law.
15.1 Signatory and Operator Liability
Individuals acting as signatories, operators, or representatives of the Company within Multisignature Wallets or other governance structures act solely on behalf of the Company and not in a personal capacity. Such individuals shall not bear personal liability for losses arising from on-chain execution, protocol failures, or market events, except in cases of fraud or gross misconduct.
16. UPDATES AND AMENDMENTS
The Company reserves the right to amend, update, modify, or replace these Terms at any time. Amendments become effective upon publication on the Website or through such other notification mechanism as the Company may determine.
Where any amendment constitutes a material change to these Terms, the Company will endeavor to provide reasonable advance notice through the Website, on-chain signaling, or other appropriate means. Users who do not agree with any amended Terms should discontinue participation in the Framework prior to the effective date of the amendment.
Continued participation in the Framework following the effective date of any amendment constitutes acceptance of the revised Terms.
17. APPLICABLE LAW AND DISPUTE RESOLUTION
These Terms are construed in accordance with and governed by the laws of the Republic of Panama, without regard to its conflict-of-laws principles.
Any disputes arising from or in connection with these Terms shall be submitted to the exclusive jurisdiction of the competent courts of Panama City, Panama. The User irrevocably submits to the jurisdiction of such courts and waives any objection to venue or jurisdiction.
18. SEVERABILITY
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions.
19. ENTIRE AGREEMENT
These Terms, together with the Company’s Privacy Policy and any supplementary documentation applicable to specific Implementations, constitute the entire agreement between the User and the Company with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, or representations, whether written or oral.
20. EXECUTION (BLOCKCHAIN-BASED AGREEMENT)
Access to certain Implementations within the Framework may require the User to connect a blockchain wallet and cryptographically sign a digital message referencing these Terms. By signing such message using their private key, the User acknowledges and agrees that the cryptographic signature constitutes a legally binding expression of consent to be bound by these Terms.
The User acknowledges that a blockchain-based digital signature, produced through control of a private key associated with a wallet address, constitutes valid electronic acceptance and shall have the same legal effect as a handwritten or wet-ink signature to the maximum extent permitted under applicable law.
The wallet address used to sign the message shall be deemed the User’s unique digital identifier for purposes of participation in the relevant Implementation. The User represents and warrants that they control the private key associated with the signing wallet address at the time of execution.
The User further agrees that the cryptographic record of the signed message, including its hash, timestamp, and associated wallet address, may be relied upon by the Company as conclusive evidence of acceptance of these Terms.
The User understands that access to certain Services or Implementations may be technically restricted unless such blockchain-based signature has been provided, and that refusal to sign will prevent participation.