> For the complete documentation index, see [llms.txt](https://docs.multipli.fi/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.multipli.fi/legal/protocol-terms-of-use.md). # Protocol Terms of Use These Multipli.fi Protocol Terms of Use (“Protocol Terms of Use”) form a legally binding agreement between you ("User" or "you") and Multipli.fi (the “Protocol”), BRS Tech Services, its holding company(ies) and its subsidiaries and affiliates ("we", "us", or "our"). 1\. Eligibility, Representations, and Disclaimers 1.1 Your Representations and Warranties You represent and warrant that you: 1. are of legal age and legally capable of entering into binding agreements; 2. are not a resident, citizen, incorporated entity, or person located in any jurisdiction designated by Protocol as restricted, including the United States, Canada, sanctioned territories, or any jurisdiction where use of the Protocol is prohibited; 3. are not a sanctioned person, are not on, or owned by persons on the OFAC Specially Designated Nationals List or the UK Sanctions List nor acting on behalf of any sanctioned entity; 4. will not use VPNs, proxies, anonymization tools, or similar technologies to circumvent any restrictions applicable to the Protocol. 5. comply fully with all applicable securities, financial services, AML/CFT, tax, and digital asset laws applicable to your jurisdiction. 1.2 Disclaimers We are a technical software protocol and do not operate as a bank, broker, dealer, investment advisor, financial service, investment platform, asset manager, depository, fiduciary, custody provider or financial institution. The Protocol does not provide execution, settlement, clearing, brokerage, dealing, exchange, matching, or investment management services. The Protocol is not responsible for the execution, settlement, or completion of transactions automated through smart contracts or third-party infrastructure. The relationship between the User and Protocol is strictly contractual and 'at arm's length.' Nothing in these Protocol Terms of Use shall be construed as creating a partnership, trust, or any duty of care or loyalty beyond the express written terms herein between you and the Protocol. Interaction with the Protocol occurs through autonomous smart contracts and is undertaken solely at your own discretion and risk. Any technical issues, performance outcomes, or operational failures associated with independent third-party modules or external platforms are attributable solely to those systems and remain independent of the Protocol. The Protocol may take actions that are in the best interest of the protocol’s stability, even if such actions are detrimental to the individual User. Protocol provides software infrastructure only, including smart contract deployment and monitoring systems. You acknowledge that risk parameters are determined by independent third-party risk curators. You agree that the Protocol is not liable for any losses resulting from the configuration of these risk parameters by third-party curators. No information or services on the Protocol constitute legal, tax, investment, or financial advice. You should seek independent professional advice before using the Protocol. All participation is governed by these Protocol Terms of Use, which contain important information regarding use of the Protocol. You should review these terms in full prior to initiating any interaction. 1.3 Contributed Assets Ownership and Authority You confirm that you are the sole legal and beneficial owner of any eligible tokenized real-world assets deposited ("Contributed Assets"), free of liens, charges, encumbrances, or third-party rights except those disclosed to and approved in writing by Protocol. You have full authority and unrestricted right to use the Contributed Assets for tokenisation purposes under these Terms. You represent and warrant that the Contributed Assets have not been derived from, or related to, any activities that would contravene applicable anti-money laundering (AML), counter-terrorism financing (CTF), or anti-bribery laws in any jurisdiction. You acknowledge that Protocol may, at its sole discretion, freeze assets or report transactions if the source of funds cannot be verified to its satisfaction. 4. No Issuance, Offer or Admission to Trading The Protocol provides access to software infrastructure enabling Users to interact with autonomous smart contract systems. Any digital tokens accessible via the Protocol, are generated, transferred, and extinguished exclusively through predefined smart contract logic initiated by Users, and not through any act of issuance or intermediation by Protocol. The Protocol does not: 1. issue, offer, or distribute crypto-assets; 2. act as an intermediary, broker, or agent in respect of any transaction executed through the Protocol; or 3. operate or control the execution of transactions beyond deploying and maintaining software interfaces. Protocol does not act as an issuer, offeror, distributor, or intermediary in respect of such tokens. Participation in the protocol does not constitute an investment service, custody arrangement, or deposit-taking activity. Users interact directly with autonomous smart contracts and assume full responsibility for their actions and associated risks.
2\. User Compliance Obligations 2.1 Compliance and Verification You acknowledge and agree that: (a) Protocol makes no representation that the Protocol or its services are appropriate, licensed, or legal for use in your specific jurisdiction. (b) The burden of determining whether your use of the Protocol complies with all local laws, regulations, and tax obligations rests solely and exclusively with you. (c) You represent and warrant that you have conducted your own due diligence regarding the legal status of RWA tokenisation and rwaUSD Units in your home country and that your use of the Protocol complies with all local laws, including the FATF standards in your country. (d) Protocol shall not be liable for any regulatory action, penalties, or losses incurred by you as a result of your failure to comply with laws applicable to your residence or citizenship. Protocol reserves the right to: (a) restrict or terminate access for Users in "High-Risk Jurisdictions" or those subject to regulatory warnings, without any notice to you; and (b) report any suspicious activity to relevant authorities in applicable jurisdictions without prior notice to you. You agree to complete all KYC/KYB, AML/CFT, source-of-funds verifications, sanctions screening, and ongoing compliance procedures as requested by Protocol or regulatory authorities. Non-compliance may result in suspension, termination, or freezing of your Contributed Assets and rwaUSD Units without liability to Protocol.
2.2 Accuracy of Information You warrant that all information provided to Protocol is accurate, truthful, complete, and non-misleading. Any fraudulent misrepresentation, material omission, or negligent conduct will result in immediate termination of your access and use of the Protocol without further notice or liability to Protocol. 2.3 Technology Provider Status You acknowledge that Protocol acts solely as a developer of decentralized software technology, infrastructure and blockchain-based protocols. The availability of the Protocol in any specific jurisdiction does not constitute an offer, solicitation, or a representation that Protocol is licensed, authorized, or regulated by any specific financial authority in that jurisdiction. Protocol does not manage your portfolio or exercise discretion over your RWA Contributed Assets. All actions on the protocol are initiated by the User or triggered by automated smart contract parameters. You are solely responsible for ensuring your use of the Protocol complies with the laws of your jurisdiction, and you waive any claim that the Protocol misled you regarding its regulatory status in any specific territory.
2.4 Prohibited Activities The User shall not: (a) violate any Applicable Laws, including sanctions, AML, CTF, anti-bribery, securities, commodities, tax, or financial services laws; (b) engage in market manipulation, wash trading, front-running, accommodation trading, fictitious transactions, spoofing, or any conduct intended to create an artificial market; (c) provide false, misleading, incomplete, or fraudulent information; (d) use the Protocol to facilitate unlawful activities or transactions involving proceeds of crime; (e) interfere with, disrupt, damage, disable, overburden, or impair the Protocol; (f) use bots, scrapers, crawlers, malware, viruses, or automated means not approved by Protocol; (g) impersonate another person or entity; (h) attempt to circumvent any sanctions, geographic restrictions, access controls, or compliance requirements; (i) encourage, assist, or facilitate any third party to engage in any prohibited activity.
2.5 Tax Obligations and Withholding User is solely responsible for determining, reporting, withholding, filing, and paying any taxes, duties, levies, or governmental charges arising from the use of the Protocol, Contributed Assets, rwaUSD Units, or any related transactions. Notwithstanding the foregoing, if any local, national, or international tax authority, court, or regulatory body mandates that the Protocol, its underlying smart contract arrays, or any affiliated special purpose vehicle (SPV) or corporate node withhold taxes, levies, or duties on the yields, rewards, or underlying appreciation generated by the Contributed Assets: (a) You hereby explicitly and irrevocably authorize the Protocol to programmatically and automatically pass that tax deduction directly down to your individual position; (b) Such pass-through deductions may be executed via smart contract logic by reducing your outstanding rwaUSD Unit balance, reducing your redemption value, or deducting the equivalent value directly from your Contributed Assets pool; and (c) Any such automated withholding or deduction shall be deemed a fully authorized adjustment and shall not constitute a default, breach, or conversion of assets by the Protocol, and you remain solely liable for any tax shortfalls or subsequent filing obligations in your home jurisdiction.
3\. Contributed Assets Provision and Authority 3.1 Legal Title and Beneficial Ownership You at all times retain full legal and beneficial ownership of the RWA Contributed Assets. Protocol does not take legal title, custody, or possession of your assets. Contributed Assets remains either in your self-custodied wallet or with a third-party RWA tokenization Protocol/custodian of your choice.
3.2 No Possession of Private Keys Protocol does not hold, manage, or have access to the private keys associated with your Contributed Assets. You are solely responsible for the security of your credentials and accounts.
3.3 Programmatic Asset Locking You acknowledge that once rwaUSD Units is generated, the underlying assets are programmatically restricted by smart contract logic. Such assets cannot be withdrawn until the corresponding rwaUSD Units are repaid or removed from the protocol. This restriction is enforced automatically by the Protocol; Multipli.fi does not have the unilateral power to move, release, or seize your assets.
3.4 Nature of Asset Provision Assets made available by Users are programmatically associated with protocol positions through smart contract logic. Such assets are not transferred to Protocol and are not treated as deposits, custody assets, or balance sheet assets of Protocol. The Protocol establishes a technical linkage between user-provided assets and rwaUSD Units generated through the system. This linkage operates solely through deterministic smart contract rules.
3.5 Asset Provision and Protocol Interactions By interacting with the Protocol, you authorize Multipli.fi and its designated third-party partners to facilitate the following actions as necessitated by automated smart contract logic: 1. To programmatically restrict or delegate the custody of your assets to maintain protocol-defined participation ratios; 2. To facilitate the registration of such assets and the subsequent generation or transfer of rwaUSD Units to your designated wallet; 3. To record, adjust, or modify unit balances as required by the Protocol’s prevailing risk parameters or to correct technical ledger discrepancies; 4. To facilitate Autonomous Rebalancing Actions upon the occurrence of a defined Protocol Breach or a deviation from the required asset participation ratios, as determined by the Protocol’s independent Oracles and third-party Risk Curators. You acknowledge that Protocol does not exercise independent, human-led discretion over the movement of your assets. All actions are performed either by code or by third-party partners who maintain their own legal and custodial relationship with the underlying assets. 3.6 Nature of Protocol Units The generation of rwaUSD Units is a technological process for internal accounting and does not constitute a regulated securitisation or financial instrument registration. rwaUSD Units (or “rwaUSD Units” or “Units”) represent a digital claim against underlying assets held within the scope of the applicable protocol arrangement. No pledge in the legal sense is created; rather, assets are held to support protocol-defined strategies. The rwaUSD Units function exclusively as the Protocol’s native unit for internal accounting and operational use. These rwaUSD Units do not represent a claim on any specific reserve pool and are not designed to maintain a stable value. 3.7 Performance Disclaimers The Protocol does not guarantee the value, market capacity, conversion accessibility, stability, demand, regulatory treatment, or market acceptance of any asset or rwaUSD Units. The value of rwaUSD Units is determined by decentralized market forces and the performance of underlying assets. 3.8 Emergency Controls Protocol reserves the right to implement an 'Emergency Pause' on the protocol at any time to protect User Contributed Assets or protocol solvency. During such a pause, generation, asset release, and auto settlement of rwaUSD Units may be suspended. In the event of a protocol-wide Emergency Unwind, Protocol reserves the right to prioritize the return of principal Contributed Assets to Users over any accrued yield or rewards. Protocol shall have no liability for any market fluctuations or missed opportunities occurring during a system-wide pause. 4\. Asset Participation and Classification 4.1 Variable Asset-to-Unit Ratios The ratio of rwaUSD Units generated to the Contributed Assets (“Assets-to-Unit Ratio”) will vary depending on the quality, risk profile, and classification of the assets you provide to the Protocol. Higher-quality, lower-risk assets (such as treasury instruments or highly-rated assets with low volatility profiles) will support higher participation ratios. Lower-quality or higher-risk assets will support lower participation ratios. The Protocol may adjust these ratios at any time based on real-time market data, asset performance, or independent risk assessments.
4.2 Asset Quality Classification The Protocol maintains the technical capacity to classify, reclassify, or adjust the risk profile of any asset type and to modify the applicable Assets-to-Unit Ratio accordingly. While the Protocol provides notice of material changes to requirements, such adjustments may be implemented autonomously to ensure system integrity. You acknowledge that such reclassification may result in an immediate change to the required Assets-to-Unit Ratio, potentially triggering an Autonomous Rebalancing Action under Section 9. 5\. Asset Maintenance and User Responsibility 5.1 Ongoing Asset Monitoring The User acknowledges and agrees that the Protocol operates on an autonomous basis. If a User’s Assets-to-Unit Ratio deviates from the parameters established by Risk Curators, the Protocol will trigger an Autonomous Rebalancing Action to maintain reserve integrity. The User accepts full responsibility for the outcomes of any such Autonomous Rebalancing Action. It is your sole and exclusive responsibility to monitor the health of your participation and the current Assets-to-Unit Ratio to ensure alignment with the Protocol’s dynamic requirements. The Protocol is not an advisory service and is not responsible for notifying you of ratio adjustments or potential rebalancing actions. 5.2 Ratio Maintenance Obligations You acknowledge that failing to maintain the required Asset-to-Unit Ratio constitutes a Protocol discrepancy. To restore compliance, you must proactively interact with the Protocol to either provide additional assets or reduce your outstanding Unit balance. Failure to restore the required Assets-to-Unit Ratio may result in the Protocol autonomously executing an adjustment to your position to maintain the integrity of the reserve balance, without further notice or opportunity to remedy. 6\. Legal and Regulatory Risks
6.1 Classification and Regulatory Risk You acknowledge that the legal and regulatory classification of digital assets, tokenised assets, and rwaUSD Units is uncertain, evolving, and varies significantly across jurisdictions. You are solely responsible for ensuring that your acquisition, holding, trading, transfer, or disposal of rwaUSD Units complies with all applicable laws, including securities, commodities, AML/CFT, tax, and banking regulations in your jurisdiction of residence and use.
6.2 AML/KYC Compliance Requirement You agree to maintain full compliance with all KYC/AML/CFT procedures imposed by Protocol or regulatory authorities. Non-compliance may result in immediate suspension, termination, or freezing of your Contributed Assets, rwaUSD Units, and account without further notice.
6.3 Blockchain, Smart Contract, and Currency Risk You acknowledge and accept the inherent risks of blockchain technology, distributed ledgers, and smart contracts, including: (a) Smart Contract Vulnerability: bugs, flaws, exploits, code failures, or unintended execution affecting generation, reduction, auto settlement or asset release of rwaUSD Units; (b) Network Failure: disruption, congestion, forks, downtimes, transaction delays, or operational failures of the underlying blockchain or DLT; (c) Private Key Security: loss, theft, or compromise of private keys may result in permanent, irreversible loss of rwaUSD Units and all associated rights and claims; (d) Oracle Risk: dependency on external price feeds, data providers, or oracles, including during network congestion or technical failure may result in “stale” or inaccurate collateral valuations, erroneous valuations or Auto Settle decisions. (e) Proof of Reserve (PoR): verification of underlying RWAs depends on third-party Proof of Reserve data. You accept the risk that inaccuracies in this data or failure of the underlying asset issuer are beyond Protocol’s control. 6.4 Allocation of Risk All risks associated with blockchain technology, tokenisation, DLT, currency, smart contracts, and digital asset transfers lie solely with you. Protocol shall not be liable for any losses arising from such risks. 6.5 System Emergencies and Oracle Failures In the event of a critical failure of primary or backup price oracles, or during periods of extreme market volatility causing divergent data feeds, Protocol reserves the right to: (a) pause all generation, asset contribution, auto settlement, and/or asset releases; (b) freeze Contributed Assets balances; or (c) manually adjust valuation parameters to protect protocol solvency. Protocol shall not be liable for any missed opportunities or losses resulting from such emergency actions or oracle inaccuracies or other risks mentioned in these Terms. 6.6 Bridge and Interoperability Risk Protocol does not own or control third-party bridges or interoperability layers used to transfer assets between blockchain networks. You acknowledge that any loss of assets, stuck transactions, or exploit occurring on a third-party bridge is a technical risk borne solely by you, and Protocol shall have no liability for such occurrences. 6.7 Currency and Exchange Rate Risks You acknowledge that the Protocol operates using digital assets that are subject to extreme price volatility. Whether your transaction is crypto-to-crypto or involves a nexus to fiat currency (whether USD or non-USD backed assets), you accept all risks arising from fluctuating exchange rates, stablecoin de-pegging, or loss of parity. Protocol is not liable for any reduction in purchasing power or Auto Settles caused by market movements or currency controls. All such risks are borne solely by you without recourse to Protocol. 6.8 Third-Party Issuer Risk Protocol is not liable for the default, insolvency, regulatory seizure, or technical failure of any third-party issuer of the underlying real-world assets used as Contributed Assets (e.g., issuers of tokenized treasuries or gold-backed tokens). Any loss of value or loss of liquidity in these underlying assets is a market risk borne solely by the User and may trigger an immediate Liquidity Event or ratio shortfall.
6.9 Governance Risk You acknowledge that the Protocol may involve decentralized governance mechanisms. Protocol is not liable for any changes to protocol parameters (including interest rates, collateral factors, or supported assets) that are potentially enacted via any such governance votes. You accept the risk that governance decisions may be dominated by large holders and may result in financial loss or unintended protocol behavior. 6.10 Underlying Real-World Asset (RWA) Restrictions and Freeze Events You explicitly acknowledge and agree that Contributed Assets consist of tokenized representations of real-world assets issued, managed, or wrapped by independent third-party protocols, special purpose vehicles (SPVs), or regulated entities ("Asset Issuers"). The smart contract logic, regulatory compliance protocols, and whitelist/blacklist parameters of these underlying assets are entirely outside the possession, control, or influence of the Protocol. In the event that an Asset Issuer, law enforcement agency, or regulatory authority implements a compliance check, sanction-matching protocol, or asset-freezing action that results in your Contributed Assets becoming frozen, blacklisted, non-transferable, or otherwise inaccessible on-chain (a "Sanctioned Asset Freeze"): (a) The Protocol shall have no liability or responsibility whatsoever for your inability to interact with the interface, withdraw assets, or close positions; (b) Such Sanctioned Asset Freeze may be treated programmatically by the Protocol as an immediate Asset Participation Ratio Shortfall or emergency technical failure, potentially triggering automated Autonomous Rebalancing of your remaining compliant positions to preserve protocol balance sheet stability; and (c) You expressly waive any and all claims, recourse, or legal remedies against the Protocol for any market fluctuations, lost yield, or permanent asset loss resulting from third-party Asset Issuer compliance actions.
6.11 Protocol Migration and Version Upgrades The Protocol reserves the right, at its sole discretion, to modify, upgrade, migrate, or transition the core software infrastructure, smart contract arrays, user interfaces, or network deployments to an updated, optimized, or alternative version or platform (each, a "Platform Migration") at any time. Where practically feasible, the Protocol will provide prior notice of such transition via its official electronic communication channels. In the event of a Platform Migration, you explicitly acknowledge and agree to the following terms: (a) The Protocol provides all version upgrades, migration bridges, and updated smart contracts on an "as-is" and "as-available" basis. The Protocol, its developers, and affiliates expressly disclaim all liability for any technical disruptions, stuck transactions, interface display latency, smart contract friction, or tracking errors that may occur during or immediately following a Platform Migration. (b) You bear the sole responsibility to actively monitor the Protocol’s official communications, adapt your connected web3 infrastructure, and execute any manual user-side transactions required to securely complete your migration to the updated framework or platform. (c) If you experience any technical difficulties, operational performance degradation, or if you object to the architecture, risk parameters, or legal terms of the updated version or platform, your sole and exclusive remedy is to immediately cease all use of the Protocol, unwind your positions, and withdraw your Contributed Assets, subject to prevailing programmatic smart contract locks. (d) Any continued interaction with the Protocol interface, execution of transactions, or failure to completely withdraw your Contributed Assets following the effective date of an announced Platform Migration shall be deemed an irrevocable, final acceptance of the new platform/version and a complete waiver of any liability claims related to the migration process.
7\. rwaUSD Units – Nature and Disclaimer
7.1 Definition and Claim The rwaUSD Units represent a digital representation of a claim against underlying Contributed Assets held by Protocol or its designated SPV or custodian, solely within the scope of the applicable tokenisation arrangement. rwaUSD Units is not an equity, ownership, or profit-sharing interest in Protocol or any affiliate. The rwaUSD Units functions as an internal accounting unit, not designed to maintain a stable value and does not inherently generate yield, interest, or passive income. Any yield you may earn is derived strictly from your independent, third-party activities (e.g., lending or liquidity provision on external DEXs). Protocol is not a counterparty to these yield-generating activities and does not provide, guarantee, or manage any returns on rwaUSD Units.
7.2 What rwaUSD Units Is NOT The rwaUSD Units is expressly NOT: (a) an equity or ownership stake in Protocol or any affiliate; (b) a guarantee of profit, yield, return, or income; (c) a direct ownership interest in any physical or real-world asset except where separately and explicitly documented in a written instrument executed by Protocol; (d) a security, bond, note, or regulated financial instrument; (e) a deposit, savings account, or insured financial product.
7.3 Secondary Market Transactions Users who acquire rwaUSD Units on the secondary market acknowledge that their rights are governed by the Protocol’s prevailing smart contract logic. Unless otherwise specified by the Protocol rules, secondary market holders do not hold a direct claim on any specific individual collateral position and must exit their positions via secondary market trading. The Protocol’s overall collateralization framework supports the value of rwaUSD Units, but the specific mechanics of generation, auto settlement, asset release and asset contribution are subject to change based on updated Protocol parameters. 7.4 No Value or Redemption Guarantees Any yield, rewards, or productivity associated with rwaUSD Units or underlying Contributed Assets is variable and contingent upon protocol performance and third-party asset performance. Protocol does not guarantee any specific rate of return, and any such features should not be construed as a promise of profit or a managed investment product. Protocol does not guarantee the stability, Auto Settle, Asset Release value, regulatory classification, price, liquidity, market demand, or continued existence of rwaUSD Units. You accept the risk that regulatory changes, technical exploits, or extreme market volatility could impact the price, liquidity, or regulatory treatment of rwaUSD Units. You acknowledge that the value may fluctuate, have significant loss of value, or be subject to regulatory restrictions or prohibitions.
7.5 Insurance Coverage and Limitations While Protocol may maintain insurance policies to support the stability of rwaUSD Units, the User acknowledges that: (a) such insurance is for the benefit of the protocol’s overall solvency and does not constitute an individual insurance policy for the User; (b) any payout is subject to the specific terms, conditions, exclusions, and limits of the underlying policy; and (c) Protocol shall not be liable to the User in the event an insurer denies a claim, or if the insurance proceeds are insufficient to cover the User’s specific losses.
7.6 Proof of Reserve and Third-Party Data Protocol may utilize "Proof of Reserve" (PoR) services or other third-party attestation mechanisms to provide transparency regarding the underlying Contributed Assets. You acknowledge and agree that: (a) Protocol relies on the accuracy and availability of data provided by such third-party services; (b) Protocol does not independently audit every PoR data point in real-time; and (c) Protocol shall not be liable for any losses, inaccuracies, or reliance interests arising from fraudulent reporting, technical failure, or delays by third-party PoR providers or the underlying asset issuers.
7.7 Audits and Transparency Protocol may publish third-party audit summaries from time to time on the Protocol, presently at \[]. These are provided "as-is" for informational purposes only. You acknowledge that audits are "point-in-time" assessments. An audit does not guarantee the absence of bugs, and Protocol is not liable for vulnerabilities, hacks, or exploits that emerge, are discovered, or are introduced through protocol updates after the audit date. You expressly disclaim any reliance on audit reports. They do not create a fiduciary duty or guarantee of safety. You remain solely responsible for your own due diligence and use the Protocol at your own risk.
8\. Protocol Fees & External Charges 8.1 You acknowledge and agree to pay all fees and charges associated with your use of the Protocol and the integration of your Contributed Assets, which may include, without limitation:
(a) Third-Party Tokenisation & Asset Costs: Any fees, commissions, or expenses charged by external RWA tokenisation Protocols, custodians, or issuers to create, maintain, or verify the digital representation of the assets you bring onto the Protocol; (b) Issuance and Redemption Charges: Fees associated with the generation, creation, or reduction of rwaUSD Units within the Protocol; (c) Stability and Utilization Fees: Borrowing interest or stability fees payable at the then-prevailing rates as determined by the Protocol’s automated risk parameters; (d) Auto Settle and Rebalancing Costs: Auto Settle penalties and any third-party execution costs incurred during an Auto Settle Event; (e) Infrastructure and Data Fees: Blockchain transaction fees (gas), third-party Oracle data fees, and pass-through charges from third-party vendors required to support your specific Contributed Assets type; (f) Compliance and Administrative Costs: Fees related to mandatory AML/KYC screening, asset audits, or specific jurisdictional regulatory requirements. 8.2 Automated Settlement. You irrevocably authorize the protocol mechanics to execute automated deductions or withdrawals ("Auto Settle") of all applicable fees (including those owed to third-party asset providers where integrated via the Protocol) directly from your Contributed Assets or rwaUSD Units holdings. This includes the programmatic, automated withdrawal or deduction of applicable protocol fees, stability fees, cross-platform utilization charges, or administrative expenses directly from a User’s Contributed Assets, unit balances, or transaction streams, executed via deterministic smart contract logic, without further notice. 8.3 Modification and Pass-Through. Protocol reserves the right to modify Protocol fees or pass through increases in third-party costs at any time. As Protocol does not perform tokenisation services, you acknowledge that any changes in costs from your third-party asset provider are outside of Protocol's control and you agree to remain liable for such costs to maintain your collateralization ratio. 9\. Autonomous Rebalancing and Protocol Shortfalls 9.1 Authorization of Autonomous Rebalancing Action By interacting with the Protocol, you acknowledge that the Protocol operates as an autonomous software framework. If at any time a Shortfall Event occurs, you irrevocably authorize the Protocol to autonomously execute an Autonomous Rebalancing Action on all or part of your position. This process ("Autonomous Rebalancing") is the non-discretionary, automated execution of smart contract logic that alters, reduces, or converts a User’s position or Contributed Asset balances to restore protocol-defined asset ratios due to a valuation shortfall, without human intervention, prior notice, or a grace period.
9.2 Role of Risk Curators Risk Curators are independent, third-party technical entities responsible for defining the participation parameters that govern the Protocol. They determine the dynamic Asset-to-Unit participation ratios based on market volatility, asset quality, and market capacity assessments. You acknowledge that these parameters are subject to autonomous update by the Risk Curators to ensure the technical integrity of the Protocol’s reserves. 9.3 Shortfall Events A "Shortfall Event" is a programmatically defined state that triggers an Autonomous Rebalancing Action. These include:
1. Threshold failure: The real-time valuation of your Contributed Assets (as reported by independent Oracles) or your Asset-to-Unit Ratio declines below the minimum threshold defined by Risk Curators. 2. Maintenance Failure: A failure to provide sufficient Contributed Assets to support your Asset-to-Unit Ratio. 3. Stability Risk and Market Parity Divergence: Significant market volatility, technical failure of an asset’s pricing mechanism, or a persistent divergence in the value of rwaUSD Units relative to the underlying assets. 4. Oracle Deviation: A technical discrepancy where the price feed from independent Oracles is deemed inconsistent or indicative of potential market manipulation. 5. Regulatory or Third-Party Asset Disruption: Any legal, regulatory, or administrative action that restricts, freezes, or disrupts the underlying assets or the venues where they are held, or any breach of third-party custody protocols. 6. Breach of User Warranties: Discovery that the User has provided inaccurate information, failed to maintain eligibility, or breached any representation or warranty made within these Protocol Terms of Use. 9.4 Implementation of Autonomous Rebalancing Actions Upon the occurrence of a Shortfall Event, the Protocol will autonomously execute one or more of the following: 1. Asset Rebalancing and Sale: The autonomous sale, conversion, or reallocation of a portion of your Contributed Assets to restore the required Asset-to-Unit ratio to a compliant state.
2. Unit Reduction: The autonomous reduction of your rwaUSD Units balance, such that your unit exposure is brought back into alignment with the value of your remaining Contributed Assets.
3. Participation Restriction: The temporary or permanent locking of your ability to generate further rwaUSD Units or access the Protocol interface until compliance is restored.
9.5 Retroactive Asset Invalidation and Value Fluctuations
1. Retroactive Invalidation: If any Contributed Assets are retroactively determined to be ineligible, invalid, or subject to undisclosed encumbrances (even after they have been accepted by the Protocol) the Protocol may retroactively adjust your participation parameters. This may trigger an immediate Autonomous Rebalancing Action if your updated position is found to be non-compliant.
2. Asset Value Increases: If the valuation of your Contributed Assets increases, the Protocol may automatically adjust your available Unit generation capacity upward. Such increases do not grant you any right to withdraw assets if doing so would cause a shortfall in your existing Unit backing requirements. 9.6 No Liability The Protocol, its contributors, and developers expressly disclaim any liability for losses, market slippage, or opportunity costs resulting from an Autonomous Rebalancing Action. Because these actions are determined by immutable, decentralized code based on the parameters set by independent Risk Curators, you assume full responsibility for maintaining your position and acknowledge that the Protocol operates without human intervention or discretionary control. 10\. Limitation of Liability 10.1 Liability Cap EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW (INCLUDING LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION WHICH CANNOT BE EXCLUDED OR LIMITED), THE AGGREGATE LIABILITY OF THE PROTOCOL, THE AGGREGATE LIABILITY OF THE PROTOCOL (INCLUDING US, OUR DIRECTORS, EMPLOYEES, AND AFFILIATES) FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE PROTOCOL (INCLUDING YOUR INTERACTION WITH THE PROTOCOL, PROVISION OF CONTRIBUTED ASSETS, GENERATION OR HOLDING OF RWAUSD UNITS, AUTONOMOUS REBALANCING ACTIONS, OR ANY OTHER MATTER UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF WARRANTY, OR OTHERWISE) SHALL BE LIMITED TO THE TOTAL FEES PAID BY YOU TO US DURING THE TWO (2) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR USD $1,000, WHICHEVER IS LOWER. IN ANY CASE AND UNDER ALL CIRCUMSTANCES, THE PROTOCOL'S MAXIMUM AGGREGATE LIABILITY SHALL BE STRICTLY CAPPED AT AN ABSOLUTE CEILING OF USD $1,000.
10.2 Excluded Damages To the maximum extent permitted by applicable law, we and our affiliates, directors, and service providers shall not be liable for any indirect, incidental, consequential, punitive, exemplary, or special damages. This exclusion applies regardless of the legal theory (contract, tort, or otherwise) and includes, without limitation, loss of profits, loss of data, loss of business opportunity, or any other intangible losses arising from or related to:
1. Technical Failures: Any smart contract malfunction, exploit, "zero-day" vulnerability, blockchain network disruption, or failure of the underlying distributed ledger technology (DLT);
2. Market and Conversion Risks: Any loss of value, market volatility, or price divergence of rwaUSD Units, or your inability to swap or trade rwaUSD Units on secondary markets or external exchanges; 3. Third-Party Actions: Any acts, omissions, delays, or failures by independent Risk Curators, Oracles, or third-party RWA providers and custodians;
4. Regulatory Shifts: Any change in the legal or regulatory classification of rwaUSD Units or digital assets in your jurisdiction (including your country of residence) that results in the freezing, seizure, or loss of access to Contributed Assets or Units;
5. Autonomous Rebalancing: Any losses resulting from Autonomous Rebalancing Actions, slippage during the sale or rebalancing of Contributed Assets, or any other process conducted in accordance with the Protocol’s programmatic logic; 6. Operational Good Faith: Any actions taken by us in good faith to protect the Protocol’s integrity, including the pausing of Protocol functions, the implementation of emergency "circuit breakers," or compliance with government mandates;
7. Asset Lifecycle: Any issues arising from the registration, management, or de-registration of Contributed Assets performed by third-party partners.
10.3 Survival These liability limitations shall survive any termination or expiration of these Protocol Terms of Use and shall apply to all claims whether or not previously known or foreseeable. 11\. Indemnity 11.1 Your Indemnification Obligation You agree to indemnify, defend with counsel of Protocol's selection, and hold harmless Protocol, its parent companies, subsidiaries, affiliates, and their respective officers, employees, agents, service providers, custodians, and third-party vendors (the "Indemnified Parties") from and against all losses, damages, claims, costs, liabilities, expenses (including reasonable legal and attorneys' fees), regulatory penalties, and fines arising out of or related to: 1. your use of the Protocol or rwaUSD Units, or the interaction with external DeFi protocols; 2. Any issues related to your Contributed Assets, its underlying value, or the tokenisation process facilitated by the Protocol or third-party partners; 3. your breach of any representation, warranty, or covenant in these Protocol Terms of Use or applicable laws, including the Source of Funds and Sanctions warranties; 4. your fraud, misrepresentation, negligence, willful misconduct, or violation of law; 5. any third-party claim, action, or allegation arising from your activities, Contributed Assets, or use of rwaUSD Units; 6. Any regulatory or compliance inquiries, freezes, or penalties triggered by your specific account activity or the nature of your Contributed Assets.
11.2 Indemnity Survival This indemnity shall survive termination or expiration of these Protocol Terms of Use indefinitely and shall apply to all claims, whether asserted during or after such termination. 12\. Dispute Resolution
12.1 Informal Resolution If a dispute arises between you and Protocol, you must first submit a written notice to describing the dispute in detail. The parties shall attempt to resolve the dispute amicably through written correspondence within thirty (30) days. The submission of this notice is a mandatory condition precedent to initiating any arbitration or legal proceeding. Any claim arising out of or relating to the Protocol or these Terms must be commenced within one (1) year after the event giving rise to the claim. Any claim commenced thereafter shall be permanently barred. 12.2 Binding Arbitration If the dispute remains unresolved after thirty (30) days, the dispute shall be referred to confidential, binding arbitration administered by the Dubai International Arbitration Centre (DIAC) under its Rules of Arbitration. The seat of the arbitration shall be the Dubai International Financial Centre (DIFC), Dubai, UAE, which shall serve as the procedural framework for the arbitration. The arbitration shall be conducted in the English language before a single arbitrator appointed by mutual consent of the parties or, failing agreement, appointed by DIAC. 12.3 Limited Court Access and Injunctive Relief Notwithstanding the above, the Protocol reserves the right to seek injunctive relief or other equitable remedies in the DIFC Courts or any court of competent jurisdiction to protect its intellectual property or prevent immediate harm to the Protocol.
12.4 Governing Law These Protocol Terms of Use, their formation, performance, interpretation, and any non-contractual obligations arising out of or in connection with them shall be governed by, and construed in accordance with, the laws of England and Wales. To the maximum extent permitted by applicable law, the User waives any right to claim that the laws of their own jurisdiction apply. 12.5 Costs and Waivers Subject to the Indemnification provisions in Section 11, each party shall bear its own legal costs and expenses in connection with any arbitration proceedings unless the arbitrator, in a final award, determines that a party has acted in bad faith or awards costs to the prevailing party. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU IRREVOCABLY WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLAIM IN YOUR CAPACITY AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROTOCOL. 13\. Amendments, Suspension & Termination 13.1 Right to Amend Protocol may amend these Protocol Terms of Use at any time, effective immediately upon posting to the Protocol or upon notice to you. Continued access to or use of the Protocol following any amendment constitutes your acceptance of the revised Terms. 13.2 Suspension and Termination Protocol may suspend, restrict, or terminate your access to the Protocol, freeze your Contributed Assets, or programmatically adjust your rwaUSD Units at any time, with or without cause and with or without prior notice, for legal, regulatory, compliance, risk management, security, fraud prevention, or operational reasons. 13.3 Post-Termination Obligations Upon termination, your rights to access the Protocol cease immediately. All accrued fees, penalties, and obligations remain due and payable. Surviving provisions, including but not limited to indemnity, limitation of liability, and dispute resolution, shall remain in full force and effect. 14\. Proprietary Rights and Open-Source Software 14.1 Open-Source Components Certain components of the Protocol, interfaces, smart contracts, software libraries, or supporting infrastructure may be made available under open-source, source-available, or similar licensing arrangements (collectively, "Open-Source Components"). Your use of any Open-Source Components is subject to the applicable licence terms governing such components. To the extent of any inconsistency between these Terms and an applicable Open-Source Component licence, the applicable licence shall govern solely in respect of that Open-Source Component. You shall not use the Protocol or any Open-Source Component in a manner that violates any applicable licence, law, regulation, or third-party right.
14.2 Ownership of the Protocol Except for Open-Source Components and third-party materials, the Protocol, including its interfaces, software, source code, documentation, content, designs, trademarks, logos, databases, technical infrastructure, risk management systems, and all related intellectual property rights, are owned by or licensed to Multipli.fi, its affiliates, licensors, or contributors. Subject to your compliance with these Terms, Multipli.fi grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Protocol solely for its intended purpose. No rights are granted except as expressly stated in these Terms.
14.3 Restrictions Except as expressly permitted by applicable law or an applicable Open-Source Component licence, you shall not: (a) copy, reproduce, modify, adapt, translate, or create derivative works of any proprietary component of the Protocol; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from any proprietary component of the Protocol; (c) resell, lease, lend, sublicense, distribute, commercialise, or otherwise make available the Protocol to any third party; (d) use the Protocol as a service bureau, hosted service, white-label solution, or similar commercial offering; (e) remove, alter, obscure, or interfere with any copyright, trademark, proprietary notice, disclaimer, or technical protection mechanism incorporated within the Protocol; or (f) use the Protocol in any manner that infringes the intellectual property rights of Multipli.fi, its licensors, contributors, or any third party. 14.4 Trademarks "Multipli.fi", "rwaUSD", the Multipli.fi logos, names, branding, marks, and all related identifiers are trademarks or proprietary marks of Multipli.fi or its licensors. Nothing in these Protocol Terms of Use grants any right, title, or interest in or to such trademarks, branding, or marks. Any use of such marks without prior written consent is strictly prohibited. 14.5 Feedback If you provide any suggestions, comments, proposals, bug reports, enhancement requests, governance recommendations, or other feedback relating to the Protocol ("Feedback"), you hereby grant Multipli.fi a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable right to use, modify, reproduce, commercialise, publish, and incorporate such Feedback into the Protocol or any related products or services without compensation, attribution, or further consent.
14.6 Non-Custodial Nature of the Protocol The Protocol is non-custodial in nature. Except where assets are held by an independent third-party issuer, custodian, SPV, tokenisation provider, or other service provider selected or utilised in connection with the applicable asset structure, Multipli.fi does not hold, control, possess, or have access to the private keys associated with User wallets or User-controlled assets. Where Contributed Assets are subject to custody, restrictions, lock-up arrangements, tokenisation structures, or other asset management mechanisms, such arrangements are governed by the applicable smart contract logic and/or the contractual arrangements of the relevant third-party issuer, custodian, SPV, tokenisation provider, or service provider. Multipli.fi does not assume legal custody of such assets and does not guarantee the performance, solvency, actions, or omissions of any such third party.
15\. Electronic Communications and Notices You consent to receive all agreements, disclosures, notices, amendments, communications, records, statements, confirmations, requests, demands, and other information relating to the Protocol, your use of the Protocol, Contributed Assets, rwaUSD Units, compliance matters, or these Terms (collectively, "Communications") in electronic form. You agree that Protocol may provide Communications by any of the following means: (a) posting on the Protocol website, interface, dashboard, documentation portal, or user account; (b) email to any email address associated with your account; (c) notifications delivered through the Protocol interface or connected wallet; (d) messaging applications, or other communication channels provided by you to Protocol; or (e) any other electronic means reasonably used by Protocol from time to time. All Communications shall be deemed received and effective upon transmission, posting, or publication, regardless of whether you actually access, review, read, or retain such Communication. You are solely responsible for maintaining accurate and current contact information and for regularly reviewing the Protocol interface, website, and associated communication channels for updates and notices. You should retain copies of all Communications by printing or electronically storing them. Failure to receive or review any Communication due to outdated contact information, technical issues, spam filters, wallet accessibility issues, or your failure to monitor designated communication channels shall not affect the validity or enforceability of such Communication. Questions, complaints, legal notices, or claims relating to the Protocol may be submitted to or such other contact details as may be published by Protocol from time to time.
16\. Force Majeure and Excused Performance This includes, without limitation, the following events, which shall constitute force majeure and excuse our performance. Protocol shall not be liable for any delay, interruption, suspension, inaccuracy, failure, inability to perform, degradation of functionality, loss of data, loss of access, or other disruption arising directly or indirectly from: (a) acts of God, natural disasters, epidemics, pandemics, extreme weather events, earthquakes, floods, fires, or other natural events; (b) war, armed conflict, terrorism, civil unrest, riots, insurrection, sanctions, embargoes, governmental actions, regulatory actions, court orders, or changes in applicable law; (c) labour disputes, strikes, lockouts, shortages of materials, utilities, telecommunications services, or transportation services; (d) internet outages, telecommunications failures, cloud service failures, hosting failures, power interruptions, hardware failures, software failures, cyberattacks, malware, denial-of-service attacks, security incidents, or unauthorized access events; (e) blockchain congestion, forks, validator failures, network outages, consensus failures, smart contract vulnerabilities, software defects, oracle failures, Proof of Reserve failures, bridge failures, interoperability failures, third-party custody failures, tokenisation provider failures, exchange failures, stablecoin de-pegging events, or other failures affecting digital asset infrastructure; (f) the acts, omissions, insolvency, suspension, failure, or misconduct of any third-party service provider, issuer, custodian, SPV, oracle provider, validator, blockchain participant, liquidity provider, exchange, market maker, or other external party; or (g) any other circumstance beyond the reasonable control of Protocol. Any such event may result in the temporary suspension, restriction, modification, or discontinuance of all or part of the Protocol. Protocol shall have no liability for any losses, damages, missed opportunities, market movements, inability to access assets, inability to generate or redeem rwaUSD Units, or other consequences arising from such events. 17\. Entire Agreement and Incorporation by Reference These Protocol Terms of Use constitute the full, complete, and exclusive agreement between you and Protocol regarding your use of the Protocol, provision of Contributed Assets, and tokenisation into rwaUSD Units. You acknowledge and agree that Protocol may update or amend these Protocol Terms of Use at any time at its sole discretion by publishing the revised version on the Protocol website, documentation portal, or interface. Upon such publication, the Protocol Terms of Use shall be deemed automatically updated and immediately effective, entirely superseding all prior versions, negotiations, representations, warranties, and agreements, whether written or oral, relating to the subject matter hereof. Your continued access to or use of the Protocol following the publication of any revised terms—regardless of whether an active "I Agree" confirmation modal is presented or clicked—is deemed to be an automatic fresh acceptance of the updated terms in their entirety and a legal novation, establishing a new binding contract that replaces all previous versions. If you do not agree to the updated or deemed updated Terms, your sole and exclusive remedy is to immediately cease using the Protocol and withdraw your Contributed Assets, subject to existing programmatic protocol constraints. You explicitly acknowledge and agree that the Multipli.fi Standard Terms of Use, presently located at \[], are hereby fully incorporated into these Protocol Terms of Use by reference. These documents shall be read as a unified contractual framework. In the event of any direct operational, legal, or technical conflict between the provisions of these Protocol Terms of Use and the Standard Terms of Use, the provisions of these Protocol Terms of Use shall strictly control and prevail solely in respect of your interaction with the Protocol or the interface, including the smart contract architectures, Contributed Assets, Auto Settle, and Autonomous Rebalancing Actions. 18\. Severability If any provision of these Protocol Terms of Use is determined by a court or arbitrator to be invalid, unenforceable, or illegal, such provision shall be severed, and the remaining provisions shall remain in full force and effect to the maximum extent permitted by law. 19\. Privacy Policy Please refer to our Privacy Policy, which is incorporated herein by reference and available at \[], for detailed information about how we collect, use, share, and otherwise process information about you.
20\. Acknowledgment and Confirmation By clicking "I Agree" and checking the associated affirmation boxes you expressly confirm, represent, consent to and acknowledge that: (a) you have read, understood, and fully comprehend these Protocol Terms of Use; (b) you have had an opportunity to seek independent legal, tax, and financial advice before proceeding to use this Protocol; (c) you voluntarily and intentionally accept and agree to be bound by all terms, conditions, and disclaimers herein; (d) you understand that Multipli.fi operates strictly as a decentralized technical software provider and not as a custodian of your assets, and you fully accept the risks associated with collateral tokenisation, including but not limited to: (i) reliance on third-party Oracle feeds for valuation, as well as the inherent risks of oracle delays, stale data, and valuation slippage; (ii) dependency on Proof of Reserve (PoR) data; (iii) the potential for protocol-wide "Emergency Pauses," asset freezes, or programmatic locks executed by smart contract logic or by independent third-party RWA issuers; and (iv) the general inherent technical and operational risks of blockchain technology; (e) You grant the Protocol an irrevocable right to automatically execute Autonomous Rebalancing Actions and adjust or programmatically convert your Contributed Assets without prior notice or a "grace period" if your Asset-to-Unit Ratio falls below the Protocol's designated threshold; (f) you accept the liability limitations and indemnity obligations, including the strict cap on damages to the total fees paid by you to us during the preceding two (2) months, or USD $1,000, whichever is lower, subject to an absolute maximum liability ceiling of USD $1,000. (g) You confirm you are not a restricted person, are complying with all local regulations where applicable, and hereby waive any claims against the Protocol arising from market volatility, currency parity fluctuations, or your home jurisdiction's legal classification of rwaUSD Units; (h) you are not relying on any representations, warranties, or statements other than those expressly set forth in these Terms; (i) you acknowledge that continued use of the Protocol after an update to these Protocol Terms of Use is deemed to be an automatic fresh acceptance of the revised terms in their entirety; (j) You acknowledge that no employee, contractor, moderator, ambassador, influencer, community member, governance participant, or third party is authorised to make representations on behalf of Protocol unless expressly stated in writing by Protocol; (k) You represent that you possess sufficient knowledge, sophistication, and experience regarding blockchain technology, digital assets, tokenized real-world assets, smart contracts, and associated risks to independently evaluate and participate in the Protocol without reliance upon Protocol. By proceeding, you are legally bound by the aforesaid Terms & Conditions.