Terms of use

THESE TERMS OF USE (THE “TERMS”) ARE ENTERED INTO BETWEEN THE USER OF THE APP (“YOU”) AND COINSHARES FRANCE (“WE”, “OUR” OR “US”). EACH OF YOU AND US ARE REFERRED TO INDIVIDUALLY AS A "PARTY" AND COLLECTIVELY AS THE "PARTIES".

THESE TERMS GOVERN ANY USE OF SHPRD.FINANCE , A WEBSITE-HOSTED USER AND DECENTRALISED FINANCE APPLICATION (THE “APP”), AND SHALL PREVAIL OVER ANY OTHER DOCUMENT ISSUED BY YOU OR US, INCLUDING BUT NOT LIMITED TO ANY OTHER PRESENTATION OR MARKETING DOCUMENT GIVEN FOR INFORMATION PURPOSES ONLY. NO PERSON HAS BEEN AUTHORISED TO MAKE ANY STATEMENT CONCERNING US OR THE USE OF THE APP OTHER THAN SET FORTH IN THE TERMS, AND ANY SUCH STATEMENTS, IF MADE, MUST NOT BE RELIED UPON.

PLEASE READ THESE TERMS CAREFULLY, AS WELL AS THE RISK DISCLOSURES

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE APP. BY USING OUR APP YOU EXPRESSLY AND UNCONDITIONALLY ACKNOWLEDGE AND ACCEPT TO BE BOUND BY THESE TERMS.

THE APP SHALL BE GOVERNED BY ALL APPLICABLE TERMS INCLUDED WITHIN THESE TERMS, ANY SCHEDULES, EXHIBITS AND ANNEXES TO THESE TERMS. THE TERMS MAY BE AMENDED OR SUPPLEMENTED AT ANY TIME AT OUR SOLE DISCRETION IN WHICH CASE YOU SHALL REQUIRE TO ACCEPT THE AMENDED VERSION OF THE TERMS IN ORDER TO GAIN ACCESS TO THE APP.

USERS SHOULD BE COGNISANT OF THE LEGAL, REGULATORY AND TAX CONSEQUENCES WITHIN THEIR COUNTRIES OF CITIZENSHIP, RESIDENCE, DOMICILE AND PLACE OF BUSINESS WITH RESPECT TO THE USE OF THE APP AND ANY FOREIGN EXCHANGE RESTRICTIONS THAT MAY BE RELEVANT THERETO.

THE USE OF THE APP MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. THESE TERMS ARE NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE, NOR WILL ANY SERVICE BE OFFERED, SUBSCRIBED OR SOLD TO ANY PERSON IN JURISDICTIONS IN WHICH SUCH OFFER, SOLICITATION, SUBSCRIPTION, PURCHASE OR SALE WOULD BE UNLAWFUL.

YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH USING THE APP AND THE SERVICES, INCLUDING BUT NOT LIMITED TO THE RISKS DETAILED IN THE RISK DISCLOSURES. BY USING THE APP, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.

IF YOU HAVE ANY QUESTIONS REGARDING THESE RISKS, PLEASE CONTACT US ON DISCORD.SHPRD.FINANCE

YOU AND THE COMPANY AGREE AS FOLLOWS

Definitions

The following Terms shall have the following meaning, it is noted that the definition given for a term shall apply whether the term is used in the singular or in the plural:

● Crypto-Asset: Crypto-Asset means a digital representation of a value or a right which may be transferred and stored electronically, using distributed ledger technology or similar technology;

● Distributed Ledger Technology: distributed ledger technology or “DLT”, such as blockchains, means a class of technologies which support the distributed recording of encrypted data;

● KYC Process: KYC means “Know Your Customer” and is a mandatory process of identifying and verifying the client's identity and is designed to prevent against fraud, corruption, money laundering and terrorist financing;

● KYC Token: Tokens are Crypto-Assets built on other DLT. The KYC Token is represented by a non-transferable NFT ERC721, minted only by trusted KYC providers. This KYC Token, associated with a unique address, proves that the public address has been validated under our KYC Process;

● Private Key: A Private Key is a secret string of letters and numbers that allows you to access and control your Crypto-Assets;

● Public Key: A Public Key is a public string of letters and numbers. All public key addresses correspond to a Private Key that is used to authorize the owner of the Public Key to send funds from that wallet address;

● Smart Contract: a Smart Contract is a computer program on a DLT that executes and settles transactions based on predetermined conditions;

● Strategists: A strategist is a person or entity that have encoded an automated and algorithmic investment strategy in the Vault’s Smart Contract;

● Unhosted Wallet: Unhosted Wallet means a Public Key that is not held or managed by a provider of Crypto-Asset transfers;

● Vault: A Vault is a Smart Contract on the blockchain deployed by a factory with a set of parameters defined at creation (assets, fees, security constraints). At creation, the Vault creates an ERC20 Crypto-Asset which will represent its shares;

Acceptance

By connecting your Wallet to the App with your Private Key, you expressly agree to be bound by these Terms. The Terms must be accepted every time you connect your Wallet to the App. If you expressly refuse the Terms, you shall not be able to use the App. These Terms can be accessed at any time at the following address https://shprd.finance/terms. The Risk Disclosures can be accessed at any time at the following address: SHPRD.FINANCE/RISKS

Access to decentralised and automated Vaults

The App is a blockchain-based protocol that provides a mechanism for creating, managing and investing in automated on-chain Vaults without intermediaries while remaining in control of your Crypto-Assets. Vault strategies are generated through predefined, algorithmic logic coded into Smart Contracts by a Strategist. Vaults are Smart Contracts deployed with parameters defined at creation (assets, fees, security constraints, strategy). At creation, the Vault creates ERC20 Crypto-Assets which will represent its shares.

A Vault accepts deposits (e.g. in BUSD) and mints new ERC20 Crypto-Assets, in proportion to the deposit. It accepts withdrawals (in shares of the Vault) and charges fees (management, performance and exit fees) according to the rates defined at creation. To continuously value itself, it uses Chainlink oracles (e.g. USD-BTC, USD-ETH price feed) to determine the prices of volatile assets (e.g. BTC, ETH). You may redeem your investment in a Vault at any time, in relation to the rules set out in each Vault’s Smart Contract and transparently presented in the "Fees structure" section of each Vault

Private Key and Security

If you wish to interact with the App, you will be required to connect your crypto wallet (“Wallet”) and sign a message with your cryptographic private key (the “Private Key”) to verify that you are the owner of this Wallet. The App is a non-custodial application, meaning you are solely responsible for confiscating the Private Key to the Wallet you hold. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations we owe you are expressed in these Terms. You are responsible for maintaining the confidentiality of the private keys that you use to access the App. Private keys are used to access your account, sign transactions or encrypt messages. You are responsible for all activities that occur under your Wallet and private keys, including activities of others to whom you have given access to your Wallet or private keys. Any private key you have for the App is your responsibility, and you must keep it confidential and secure. You should never disclose your Private Key to anyone. You are responsible for ensuring that your private key is not lost, stolen, misused, or subject to any unauthorized or fraudulent use. If you believe your private key has been lost, stolen, misused or subject to any unauthorized or fraudulent use, you can notify us on DISCORD.SHPRD.FINANCE

Eligibility & Whitelisting

In the context of your deposit or redeem your assets in or out of a Vault, you must have completed our Know Your Customer process (“KYC”). The KYC status is represented by a non-transferable NFT ERC721 (“KYC Token”), minted only by us. This KYC Token, associated with a unique address, allows that address to deposit funds in all Vaults and cannot be transferred. This KYC can be updated several times at our discretion, with regard to our anti-money laundering and anti-terrorist financing measures. The App constantly verifies the presence of this Token in your Wallet in order to carry out operations on the App. Therefore you authorise us and/or our service provider to collect all the information, declarations or supporting documents and evidence required to fulfil our regulatory obligations with regard to fraud prevention and the fight against money laundering and terrorist financing. You will be required to provide us with Personal Data as mentioned in our Privacy Policy. To access or use the App, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction (e.g., eighteen years old) and have the full right, power, and authority to enter into and comply with the terms and conditions of the Terms on behalf of yourself and any company or legal entity for which you may access or use the App. You further represent that you are not: the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the Consolidated list of persons, groups and entities subject to France or EU financial sanctions or OFAC Sanctions Lists) or ; a citizen, resident, or organised in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the European Union. Finally, you represent that your access and use of the App will fully comply with all applicable laws and regulations and that you will not access or use the App to conduct, promote, or otherwise facilitate any illegal activity.

Prohibited Activity

The App is operated from facilities within the European Union. The App may not be available or appropriate for use in other jurisdictions. By accessing or using the App, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. You agree not to engage in, or attempt to engage in, any of the following categories of prohibited acts in relation to your access and use of the App: Cyberattack: Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks. Intellectual Property Infringement: Activity infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law. Fraud and Misrepresentation: Activity that seeks to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information to obtain the property of another unlawfully. Market Manipulation: Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics are commonly known as spoofing and wash trading. Any Other Unlawful Conduct: Activity that violates any applicable law, rule, or regulation of France.

Charges and Fees

Access to Vaults may require a one-time payment (entry or exit fees), continuous payments, or payments based on the performance of the Vault, as presented in each Vault information. For each on-chain operation, you will be required to pay a fee, such as gas charges on the blockchain networks, to perform a deposit or a redemption. The rates of these gas charges are independent of the App and depend on the networks used and their condition. You may also be granted limited functionality or limited access to certain features, capabilities, functions, or services offered through or by the App by participating in a trial, demo, or beta test. In no way are you guaranteed access to any part of the App by participating in any trial, demo, or beta test. You may redeem your investment in a Vault at any time, in relation to the rules set out in the smart contract for each Vault.

Representations and Warranties

By connecting your Wallet and using the App, you represent and warrant that: You understand that the use of the App does not confer any other rights of any form with respect to the App, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; You have read, understood and acknowledged these Terms and you are fully informed of the characteristics of the App; You have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of crypto-assets like BTC and ETH, of token storage mechanisms (such as Wallets), of blockchain technologies and blockchain-related software systems to understand these Terms and to appreciate the risks and implications of using the App; You acknowledge that the App involves specific risks that are separate from the risks involved in underlying assets, currencies, equities, indices or commodities. Unlike most legal currencies that are supported by governments or other legal entities, or by products such as gold or silver, cryptocurrencies are single currencies, supported by technology and trust. There is no central bank that may take corrective measures to protect the value of crypto-assets in the event of a crisis or issue more currency; You have obtained sufficient information about the App to make use of it; You are aware of the commercial risks associated with the App and us; You are not using the App for any other purposes than the rights specified above, including, but not limited to, automated execution of a selection among the Vaults; Your use of the App complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) provisions relating to legal capacity and any other applicable legal requirements for using the App and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to such subscription, and (iii) any governmental or other consents that may need to be obtained; You will comply with any tax obligations applicable in your jurisdiction arising from the use of the App; if you are using the App as a natural person and not on behalf of any entity; You are not a citizen or resident of a geographic area in which use of the App is prohibited by any applicable law, decree, regulation, treaty, or administrative act; You are fully aware and acknowledge that the use of the App is not a trade recommendation by us to deposit in any or some Vault, nor do we recommend a particular amount to be deposited. In particular, you acknowledge that you may lose all or part of your capital defined as the sum of (i) the total amount of money allocated to the Vaults that will be associated with the App; if you are acting on behalf of a legal entity, You further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organisation, (ii) You are duly authorised by such legal entity to act on its behalf, and (iii) such legal entity is an Eligible Subscriber as defined under Exhibit B; and provided that You agree that, if any change occurs such that any of the representation above is no longer accurate, You will immediately inform the Company and cease using the Platform and Services.

Entire Agreement

These terms constitute the entire agreement between you and us with respect to the subject matter hereof. The Terms supersede any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms.

Not Registered Activity

You agree and understand that all investments you make through the App are considered unsolicited, which means that you have not received any investment advice from us, including those you place indirectly through our Vaults, and that we do not conduct a suitability review. All information the App provides is for informational purposes only and should not be construed as investment advice. You should not take, or refrain from taking, any action based on any information in the App. We do not make any investment recommendations to you or opine on the merits of any investment transaction or opportunity. You alone are responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your investment objectives, financial circumstances, and risk tolerance.

Non-Solicitation & No Investment Advice

These terms constitute the entire agreement between you and us with respect to the subject matter hereof. The Terms supersede any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms.

Intellectual Property

CoinShares France holds all intellectual property rights related to the App and its contents, including, but not limited to, the graphical charter, the logos, photos, articles and other editorial content, its system (the catalogue, their distribution, etc.), the design of the App, included trademarks and domain names. As such, except our prior, formal and express consent, you shall not make any copy, representation, adaptation, translation and/or change, whether partial or complete, or transfer to another website of any component of the App. Failure to comply with this prohibition may constitute fraud, resulting in the civil and criminal liability of the person responsible. We grant you a non-exclusive, worldwide, non-transferable license to use the App. No title or ownership of the App and its documentation is transferred to you by these Terms. Ownership of the App, its documentation and all modifications, enhancements, improvements, adaptations, translations and derivative works thereof and any other intellectual property rights therein and thereto, including but not limited to trademarks, service marks, and trade names associated with the App and its documentation shall remain at all times with us. We retain all intellectual property rights concerning the App and its documentation and all copies and portions thereof whether or not incorporated into or with other App. You shall not publish, disclose, rent, lease, modify, loan, distribute, alter or create derivative works based on the App or any part thereof. You shall not reverse engineer, decompile, translate, adapt, or disassemble the App, nor attempt to create the source code from the object code for the App.

Privacy and Personal Information

By accessing or using the App, you understand that certain information about you, including personal information may be collected and used. Our use of personal data is governed by Regulation (EU) 2016/679 called “General Data Protection Regulation” or “GDPR” and as implemented into domestic law. Pursuant to regulations, you have a right to access, rectify and, in certain cases, object to the processing, ask for the restriction of the processing, or the erasure and portability of the data and, where relevant, the deletion of personal data related to them. Personal data may be processed by companies that are part of the CoinShares Group of companies within the European Union and outside the European Union including on the Island of Jersey where our Group headquarters are located and which the European Commission has deemed to have adequate levels of data protection to those within the European Union. For more information about the collection, use, disclosure and protection of your personal information, please read the Privacy Policy. Questions or requests with respect to your personal information may be sent via email to privacy@coinshares.com.

Disclaimers

DURING THE TERMS, WE WARRANT TO YOU THAT, (A) THE APP IS OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AS TO THE APP, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; AND (B) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE DELIVERY MECHANISM FOR THE APP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of liability and indemnification

We accept no liability in the following events: in the event of the App being used by you in a way that does not comply with these Terms; in the event of a failure, fault, malfunction or unavailability of the App because of a third party, you, a third-party product or your failure to comply with their obligations; in the event of an illegal or fraudulent loss, distribution or use of your Wallet by you or third parties; in the event of the access being suspended or the App being temporarily or permanently suspended, in particular as the result of a request issued by a competent administrative or legal authority or as the result of a notification received from a third party, or as the result of a Force Majeure event; in the event of a loss, alteration or destruction of all or part of the contents (information, data, applications, files or other) hosted on the App; in the event of incompatibility between the App and your needs; and in the event of security incidents, in particular loss, modification, destruction, disclosure or unauthorised consultation of your data or online contact information to the extent permitted by applicable law. You will indemnify, defend and hold us harmless and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, affiliates, agents, representatives, predecessors, successors and assigns (the “Indemnified Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to, (i) your responsibilities or obligations under these Terms, (ii) your violation of these Terms, and/or (iii) your violation of any rights of any other person or entity.

IN NO EVENT WILL WE OR ANY OF THE INDEMNIFIED PARTIES BE LIABLE FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE APP, OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE). IN NO EVENT WILL OUR AGGREGATE LIABILITY AND THE INDEMNIFIED PARTIES (JOINTLY), ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE APP, EXCEED 1000€ (ONE THOUSAND EUROS). YOU ACKNOWLEDGE THAT THIS AMOUNT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT WE WOULD NOT ENTER INTO THIS AGREEMENT ON THE TERMS HEREOF WITHOUT THESE LIMITATIONS OF LIABILITY.

Governing law and Dispute resolution

These Terms will be governed by, construed and enforced by the laws of France, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction. The Parties shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with these Terms, including concerning the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”). If the Parties are unable to resolve a Dispute within 90 (ninety) days of notice of such Dispute being received by all Parties, such Dispute shall be brought expressly before the relevant courts of France, as no document can effect a novation or waiver of this jurisdiction clause.

Miscellaneous

These Terms, constitute the entire agreement between you and us relating to your use of the App. If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other Term, clause or provision of these Terms. We may, in our sole discretion, change the Terms in order to adapt them to the current legal or regulatory provisions or to those currently being implemented, to a ruling issued by a court, by the legislator or by any other entity with authority on the contents of the Services. The Terms must be accepted every time you connect your Wallet to the App. If you expressly refuse the Terms, they shall not be able to use the App. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Using the App does not create any form of partnership, mandate, joint venture or similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications we provide to You, including these Terms, will be provided in electronic form.