For general inquiries, please fill out the webform or send us an email at email@example.com
1. Creation and Sale of Wrapped Tokens
(a) In order to create and receive a Wrapped Token, a User must send a request (the Creation Request) to the Creator specifying the token(s) (including their amount) that shall serve as underlying token(s) to the Wrapped Token (the Underlying Token(s)). Creation Requests may only be submitted to the Creator via its proprietary operation system, Onyx, or any successor or different platform or manner selected by the Creator for such purposes (the Platform). The Creator is under no obligation to provide or maintain access of any Users to the Platform and may suspend or cease the operation of the Platform or the creation of Wrapped Tokens at any time and for any reason.
(b) The acceptance of a Creation Request is at the sole discretion of the Creator. The Creator is not obliged to accept or reject a Creation Request. If a Creation Request is accepted by the Creator via the Platform, the User must send the Underlying Token(s) to the specific wallet address(es) communicated by the Creator on the Platform. Upon acceptance of a Creation Request and receipt of the corresponding Underlying Tokens by the Creator, the Creator creates the Wrapped Token on the Ethereum blockchain and transfers such Wrapped Token to the wallet address provided by the User.
(c) The Creator creates and sells the Wrapped Tokens to the Users on a counterparty basis and does not act as their agent or mandatee and does not owe any fiduciary or other duty to the Users.
2. Purpose and Regulatory Status of the Wrapped Tokens and Creator
(a) The User acknowledges and agrees that:
(i) User acknowledges and agrees that:the User is requesting the creation of a Wrapped Token to enable the User to use the Underlying Tokens that were issued on an applicable alternative blockchain;
(ii) at no time shall the Wrapped Tokens serve any investment purpose;
(iii) the User does not and will not acquire, hold or sell the Wrapped Tokens for any investment purpose;neither the Creator nor the Wrapped Token are licensed, registered or authorized under any securities, collective investment schemes, banking or other financial market laws and are not supervised by any regulatory authority in any jurisdiction;
(iv) Users do not have the benefit of the specific investor protection provided by any securities, collective investment schemes, banking or other financial market laws;
(v) no action has been or will be taken by the Creator that would permit a public offering of any Wrapped Token or possession or distribution of any offering material in relation to any Wrapped Token in any jurisdiction where action for that purpose is required;
(vi) no offers, sales, resales, deliveries of any Wrapped Token or distribution of any offering material relating to any Wrapped Token may be made in or from any jurisdiction except in circumstances which will result in compliance with any applicable laws and regulations and which will not impose any obligation on the Creator; and
3. Eligible Underlying Tokens
(a) Wrapped Tokens may only be created for tokens that are admitted by the Creator as eligible Underlying Tokens.
(b) The determination of the tokens that qualify as Underlying Tokens is in the sole discretion of the Creator (the Eligibility Criteria).
(c) The Creator has the right to seize, freeze, pause, or otherwise terminate all Wrapped Token that are outstanding and based.
(d) The admission of a token as an Underlying Token shall not to be considered or interpreted as an endorsement, recommendation, or promotion of such token by the Creator or any of its affiliates.
4. Redemption of Wrapped Tokens
5. If a User wishes to redeem the Underlying Token(s), it must send a request (the Redemption Request) specifying the Wrapped Token(s) that it wishes to return to the Creator on the Platform. The acceptance of a Redemption Request is at the sole discretion of the Creator and the Creator retains the sole right to determine the method and operation of a Redemption Request. The Creator is not obliged to accept or reject a Redemption Request. Prohibited Uses
(a) The User shall not commercialize, distribute, sell, offer for sale, promote, or market any Wrapped Token to any person or entity in the United States of America, or in any other jurisdiction where it is unlawful to do so or would trigger any regulatory requirements, and will undertake all necessary steps that any such person or entity with whom it interacts with respect to Wrapped Token is not in any of the aforementioned jurisdictions.
(b) The User shall at all times ensure compliance with, and refrain from any actions that would result in the Creator becoming non-compliant with, applicable rules and regulations and securities, collective investment schemes, banking or other financial market laws restrictions, including (but not limited to) rules and regulations of the United States of America, the European Union, Seychelles, and Switzerland.
(c) The User shall not transfer to the Creator any Underlying Tokens that are subject to any regulatory requirements, court orders measures of any authorities or anti-money laundering or sanctions restrictions and ensure that such transfer is in compliance with all applicable laws and regulations.
6. Representations and Warranties of the User
Each time the User requests the creation of a Wrapped Token, the User represents and warrants that:
(a) it is legally permitted to purchase and receive the Wrapped Token(s);
(b) it has the necessary knowledge and experience to be able to assess the risks associated with the Wrapped Tokens and is able to bear the risks associated with the Wrapped Token;
(c) is the legal and beneficial owner of the Underlying Token(s) that it transfer to the Creator and legally permitted to perform such transfer; and
(d) none of the Underlying Tokens that it has transferred or will transfer to the Creator is subject to any regulatory requirements, court orders, measures of any authorities or anti-money laundering or sanctions restrictions and such transfer is in compliance with all applicable laws and regulations.
7. Use of Underlying Tokens by Creator
(a) The Creator has the right (but not the obligation) to use, and dispose of, the Underlying Tokens of a Wrapped Token on its own account, including for staking or trading purposes, and in its sole discretion.
(b) The User has no right or claim to receive (in full or in part) any (realized or non-realized) yields, rewards (including, without limitation, staking rewards) or gains that result from any use or disposal of the Underlying Token.
The User is purchasing and holding the Wrapped Token(s) at its sole risk and explicitly agrees that the Wrapped Token(s) (or any Underlying Tokens in case of a return of the relevant Wrapped Token) are provided without warranties of any kind, whether express or implied. To the extent permitted by mandatory law, the Creator excludes, and the User agrees to hold the Creator harmless against, any liability for any claims, costs, expenses or damages in of any kind in connection with the creation, holding, transfer, use or operation of the Wrapped Token(s) (or any Underlying Tokens in case of a return of the relevant Wrapped Token).
The Creator makes no representation or warranty concerning the tax implications of the creation, transfer or holding of a Wrapped Token. The User bears the sole responsibility to determine if the purchase or holding of a Wrapped Token, or the potential appreciation or depreciation in the value of a Wrapped Token over time has tax implications for the User.
11. General Provisions
11.1. Entire Agreement
11.4. Assignments and Transfer or Rights and Obligations
11.5. Governing law and jurisdiction
The Wrapped Token(s) are governed by, and shall be construed in accordance with, the laws of Switzerland (without reference to the principles of conflicts of law rules).
In relation to any proceedings in respect of the Wrapped Token, the Parties submit to the jurisdiction of the courts of the City of Zurich, the place of jurisdiction being Zurich 1.