Rath Finance
Rath Finance

Terms of Use

TALYRON LABS PTE. LTD.

TERMS OF USE

Last updated: March 31st, 2026

TALYRON LABS PTE. LTD. · Singapore

TALYRON LABS PTE. LTD., a company incorporated in Singapore (“Rath,” “we,” “our,” or “us”), operates a universal liquidity auction protocol enabling wallets, fintechs, and consumer apps to natively integrate DeFi yield. “Rath” consists of: (i) our website and developer documentation located at rath.fi and docs.rath.fi (the “Rath Website”); (ii) the Rath API (hosted application programming interfaces for building DeFi yield integration applications); (iii) the Rath SDK and any developer toolkits; and (iv) any underlying smart contracts and open-source protocol components (collectively, the “Functionalities”). Details on the components of Rath can be found at docs.rath.fi.

These Terms of Use (the “Terms”) govern your relationship with Rath and your use of any of the Functionalities, whether you are accessing the Rath Website as an end user, integrating the Rath API into your own product or platform as a developer or business (an “Integrator”), or interacting with Rath’s open-source protocol components.

Please read these Terms carefully. By using any of the Functionalities, you agree to be bound by these Terms, which is incorporated herein by reference. If you do not agree completely to these Terms, do not use any of the Functionalities.

If you access or use any of the Functionalities on behalf of a legal entity: (a) all references to “you” throughout these Terms include that entity; (b) you represent that you are authorised to accept these Terms on that entity’s behalf; and (c) in the event you or the entity violates these Terms, the entity agrees to be responsible to us.

ARBITRATION NOTICE: THESE TERMS CONTAIN A BINDING INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER IN SECTION 15 (DISPUTE RESOLUTION). THIS AFFECTS YOUR RIGHTS — DISPUTES MAY BE REQUIRED TO BE RESOLVED IN BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND YOU MAY NOT BE ABLE TO HAVE CLAIMS RESOLVED BY A JURY OR AS A CLASS. PLEASE READ SECTION 15 CAREFULLY. YOU HAVE THE RIGHT TO OPT OUT OF ARBITRATION WITHIN 30 DAYS OF FIRST ACCEPTING THESE TERMS AS SET OUT IN SECTION 15.7.

1. Eligibility

1.1 Age and Legal Capacity. You must be at least the age of majority in your jurisdiction (and in any event at least eighteen (18) years of age) to access or use any of the Functionalities. By accessing or using any of the Functionalities, you represent that you meet this requirement and have the full right, power, and authority to enter into and comply with these Terms.

1.2 Sanctions and Restricted Persons. You further represent and warrant that you are not: (a) 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 the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); (b) located, ordinarily resident, organised, established, or domiciled in any Restricted Jurisdiction (as defined in Schedule 1); or (c) engaged in or facilitating any business involving illegal or controlled products or services, including firearms, explosives, drugs, money laundering, terrorist financing, human trafficking, or any other activity that is illegal, dangerous, or harmful under applicable law.

1.3 No VPN Circumvention. You will not, and will not permit any person, use a virtual private network, proxy, or other technology to circumvent any geographic restriction or access control applicable to the Functionalities.

1.4 Jurisdictional Availability. Rath does not represent that the Functionalities are appropriate or available for use in all jurisdictions, including the United States, and may restrict access where required for legal or regulatory reasons. It is your responsibility to ensure that your access to and use of the Functionalities complies with all laws and regulations applicable to you in your jurisdiction.

2. Intellectual Property

2.1 Rath Ownership. You acknowledge and agree that Rath owns all legal right, title, and interest in: (i) the Rath Website and any contents made available on it, including software, text, images, trademarks, service marks, and trade names; (ii) the Rath API; (iii) any developer toolkits and SDKs; and (iv) all corrections, bug fixes, enhancements, updates, improvements, or modifications to any of the foregoing (collectively, “Rath Materials”). Rath Materials are protected by intellectual property laws, international conventions, and applicable laws worldwide.

2.2 Licence to You. Subject to your compliance with these Terms, Rath grants you a limited, personal, non-exclusive, non-transferable, non-assignable, fully revocable licence to access and use the Functionalities solely for your own personal or internal business purposes or, if you are an Integrator, to integrate the Rath API into your own product or platform for distribution to your own end users, provided that such distribution and use complies with these Terms and all applicable laws. This licence does not give you any ownership rights in Rath or the Rath Materials, and confers no right to sublicense, resell, or otherwise distribute the Rath API or any data derived therefrom as a standalone product or service without our prior written consent.

2.3 Data Use Restriction. Any data provided to you through any of the Functionalities is for your personal or internal business use only. You may incorporate such data into your own product or service for use by your own end users, provided that such use complies with these Terms. You may not offer such data as a standalone product or service, or permit third parties to access or use such data outside of your own product or service, without our prior written consent.

2.4 Open Source Components. Certain components of Rath, including underlying smart contract code and protocol software, may be open-source software. Your use of any such open-source components is additionally governed by the applicable open-source licence terms. Nothing in these Terms limits or restricts your rights under any applicable open-source licence; equally, nothing in any open-source licence limits Rath’s rights under these Terms with respect to the Rath Materials.

2.5 No Implied Rights. All rights not expressly granted are reserved by Rath. No licence is granted under these Terms by implication, estoppel, or otherwise, under any patent, copyright, trade secret, trademark, or other intellectual property right. Nothing herein shall be deemed to authorise you to use Rath’s trademarks or trade names in any advertising, marketing, promotional, or related materials without Rath’s prior written consent.

2.6 Feedback. You may voluntarily submit questions, comments, suggestions, ideas, or other information about the Functionalities (“Feedback”) to us, including through third-party channels such as Discord or GitHub. By submitting any Feedback, you hereby irrevocably grant to Rath and its affiliates a worldwide, perpetual, irrevocable, royalty-free, fully sublicensable licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Feedback in any media and in any format now known or later developed, and to incorporate the Feedback into any of Rath’s technology or products. You understand that Rath may treat Feedback as non-confidential.

3. Self-Custodial Nature; No Financial Services

3.1 Non-Custodial Operation. The Functionalities operate on a strictly non-custodial basis. Rath does not at any time take possession of, hold, or exercise control over your digital assets, tokens, private keys, or other property. You retain full and continuous possession, custody, and control of your digital assets and private keys at all times. Rath will never ask you for the private key to any wallet you connect to the Functionalities, and you are solely responsible for any disclosure of your private keys. Rath is not and does not become a custodian or counterparty to any transaction executed through or in connection with the Functionalities.

3.2 No Fiduciary Duties. Rath does not have a fiduciary relationship or obligation to you regarding any decisions or activities you engage in when using the Functionalities. These Terms do not create or impose any fiduciary duties on Rath. To the fullest extent permitted by applicable law, you acknowledge and agree that Rath owes no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated.

3.3 No Financial Services. Rath does not provide, and the Functionalities do not constitute, any regulated financial service, including brokerage, exchange, payment services, investment advisory, or portfolio management services. Rath merely provides infrastructure for user-initiated, non-custodial transactions.

3.4 No Investment Advice. All transactions you submit through the Functionalities are unsolicited, meaning you have not received investment advice from Rath in connection with any such transaction. All information provided through the Functionalities is for informational purposes only and should not be construed as legal, financial, tax, or other professional advice. You should not take, or refrain from taking, any action based solely on information provided through the Functionalities.

3.5 Third-Party Protocols. The Functionalities route transactions through third-party DeFi protocols, decentralised exchanges, and other blockchain-based services (“Third-Party Protocols”). Rath does not control, operate, or maintain any Third-Party Protocol. Rath disclaims all liability for any Third-Party Protocol, including for its availability, reliability, security, or operability. All transactions executed by Third-Party Protocols are exclusively initiated by you. Rath does not conduct a suitability review of any such transactions.

3.6 No Support Obligations. Rath has no maintenance, update, or support obligations with respect to any of the Functionalities. Any updates to the Functionalities may change the requirements necessary to use them, and you are responsible for any necessary actions, including updating software or hardware. Rath is not responsible for any loss or harm related to your inability to access or use any of the Functionalities.

4. Integrator Obligations

4.1 This Section 4 applies to you if you are an Integrator — meaning you access the Rath API or SDK for the purpose of integrating the Functionalities into your own product, platform, or service for use by your own end users.

4.2 Independent Integration. When you integrate the Functionalities into your platform and make them accessible to your own end users, you will undertake sufficient measures to inform those end users (for example, through appropriate language in your own terms and conditions or end-user-facing documentation) that: (i) you provide this integration independently and without association to Rath; (ii) the Rath smart contracts and any smart contracts based thereon are non-custodial; (iii) such smart contracts route to Third-Party Protocols that execute the transactions initiated by your end users; and (iv) Rath does not warrant the availability, reliability, or operability of such Third-Party Protocols at any time.

4.3 No Downstream Contractual Relationship. Integration of the Functionalities into your platform and use of such integration by your end users does not establish any contractual relationship between Rath and those end users. You are solely responsible for your relationship with your end users, including all applicable terms of service, privacy policies, and regulatory compliance obligations.

4.4 Implementation Responsibility. You are fully responsible for ensuring the appropriate and successful implementation, configuration, integration, maintenance, and operation of the Functionalities within your platform, considering the specific requirements, constraints, and objectives of your business operations. You are solely responsible for ensuring that your integration complies with all applicable laws and regulations and does not infringe the rights, including intellectual property rights, of any third party.

4.5 API Credential Security. You shall treat all API keys, credentials, tokens, and access credentials provided by Rath (“API Credentials”) as strictly confidential. You shall: (a) store API Credentials securely and not expose them in client-side code, public repositories, or any publicly accessible location; (b) restrict access to API Credentials to those of your personnel who have a legitimate need; (c) promptly notify Rath at [email protected] upon becoming aware of any actual or suspected unauthorised access to or disclosure of API Credentials; and (d) not transfer, share, or sublicense API Credentials to any third party without Rath’s prior written consent.

4.6 Cease Use on Request. You undertake, upon Rath’s reasonable written request, to immediately cease use of the Functionalities and delete any integration of the Rath API if Rath determines this is necessary to protect its services, IT infrastructure, or business against immediate harm, damages, or legal risk.

5. Privacy and Data

5.1 Privacy. Rath collects, uses, and discloses information about you in connection with your use of the Functionalities. By using the Functionalities, you acknowledge that Rath may collect certain information as described in this Section 5, including technical data, wallet addresses, and transaction data, and that Rath will handle such information responsibly and in accordance with applicable law.

5.2 Wallet Data. When you connect a digital asset wallet to the Functionalities, Rath may collect on-chain data related to your wallet address, including transaction hashes and token balances. This data is publicly available on the relevant blockchain. Rath will never ask you for your private key, seed phrase, or wallet password, and you are solely responsible for the security of those credentials.

5.3 Data Security. Rath employs administrative, physical, and technical safeguards designed to protect your data from unauthorised access, disclosure, and use, including industry-standard encryption for data transmission and storage. In the event of a security breach affecting your data, Rath will notify you as required by applicable law and take reasonable steps to limit and remediate the breach.

5.4 Data Protection Compliance. Each party will comply with all privacy and data protection laws applicable to its processing of personal data in connection with the Functionalities. If you are an Integrator, you are independently responsible for complying with all data protection laws applicable to your collection and processing of your end users’ personal data.

6. Prohibited Conduct

6.1 You agree not to engage in any of the following conduct (each a “Prohibited Activity”) with respect to any of the Functionalities:

  • (a) Unlawful or Fraudulent Activity. Any activity that is illegal, fraudulent, deceptive, or harmful, including: (i) money laundering, terrorist financing, fraud, theft, or any other financial crime; (ii) purchasing, selling, or distributing illegal goods or services; (iii) evading, avoiding, or violating any applicable tax, sanctions, or regulatory requirement; or (iv) infringing, misappropriating, or violating the intellectual property, privacy, or proprietary rights of any person.
  • (b) Sanctions Violations. Transacting with, transferring assets to or from, or otherwise engaging with any person, entity, or jurisdiction that is the subject of applicable sanctions, export controls, embargoes, or other governmental restrictions, or using the Functionalities to circumvent any such restrictions.
  • (c) System Interference. Any activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or information technology system, including the deployment of viruses, malware, or denial-of-service attacks.
  • (d) Circumvention. Any attempt to circumvent a usage or capacity limit of the Functionalities, or to bypass any access controls, authentication mechanisms, or security measures, including blocking measures or IP restrictions implemented by Rath.
  • (e) Deceptive or Manipulative Conduct. Any deceptive or manipulative activity, including: (i) impersonating any person or entity; (ii) providing false or misleading information; (iii) engaging in manipulative trading activities; (iv) using the Functionalities to conceal economic activity or launder proceeds; or (v) financing terrorism.
  • (f) Reverse Engineering. Any attempt to reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any component of the Functionalities, in whole or in part.
  • (g) Unauthorised Automation. Accessing, querying, or interacting with the Functionalities through any automated means not expressly authorised by Rath, including bots, scrapers, or data-mining tools, or harvesting data from the Functionalities for resale or distribution as a standalone product.
  • (h) Unlicensed Financial Activities. Any activity that seeks to carry out financial activities subject to registration or licensing requirements under applicable law without the requisite authorisation.
  • (i) Facilitating the Foregoing. Causing or permitting any third party to engage in any of the above.

6.2 If you engage in any Prohibited Activity, Rath may, at its sole and absolute discretion, without notice or liability to you and without limiting any other rights or remedies, immediately suspend or terminate your access to any or all of the Functionalities.

7. Fees

7.1 Rath may charge fees for some or part of the Functionalities. Rath reserves the right to change those fees at its discretion. Rath will disclose the amount of any fees it will charge you at the time you access the relevant Functionality or as indicated in any applicable notice to you. Any fee charged by Rath will be clearly designated as such and presented before you submit your transaction.

7.2 You may also incur charges from Third-Party Protocols or other third parties in connection with your use of the Functionalities. Rath is not responsible for any such third-party fees or charges.

7.3 You are solely responsible for determining any tax implications of your use of the Functionalities and for reporting and remitting all applicable taxes to the appropriate authority. Rath does not provide tax advice.

8. Termination and Suspension

8.1 Rath may, at any time and in its sole discretion, suspend, terminate, deactivate, or delete your access to all or any part of the Functionalities, with or without notice, for any reason or for no reason at all, including if: (i) you breach any provision of these Terms; (ii) you infringe any intellectual property rights; (iii) you engage in any Prohibited Activity; (iv) your continued access poses a security, legal, or reputational risk to Rath; or (v) Rath is required to do so by applicable law or a regulatory authority.

8.2 If you are an Integrator and Rath terminates or suspends your access, you shall immediately cease all use of the Rath API and destroy or return all API Credentials.

8.3 The following Sections of these Terms will survive termination: Section 2 (Intellectual Property), Section 5 (Privacy and Data), Section 6 (Prohibited Conduct), Section 9 (Disclaimers), Section 10 (Indemnification), Section 11 (Release), Section 12 (Limitation of Liability), Section 13 (Compliance), Section 15 (Dispute Resolution), Section 16 (Governing Law), and Section 17 (Miscellaneous).

9. Disclaimers and No Warranties

9.1 AS IS AND AS AVAILABLE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF ANY OF THE FUNCTIONALITIES IS AT YOUR SOLE RISK, AND THAT THE FUNCTIONALITIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, RATH MAKES NO EXPRESS WARRANTIES AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES REGARDING ANY PART OF THE FUNCTIONALITIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. RATH DOES NOT REPRESENT OR WARRANT THAT ACCESS TO ANY OF THE FUNCTIONALITIES WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR SECURE; THAT INFORMATION CONTAINED IN OR PROVIDED THROUGH THE FUNCTIONALITIES WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; OR THAT THE FUNCTIONALITIES WILL BE FREE FROM ERRORS, DEFECTS, VIRUSES, OR OTHER HARMFUL ELEMENTS. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES, SO THE ABOVE MAY NOT APPLY TO YOU.

9.2 SECURITY RISKS. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET. YOU AGREE THAT RATH HAS NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS CAUSED BY RATH’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

9.3 BLOCKCHAIN AND SMART CONTRACT RISKS. RATH WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS A RESULT OF YOUR USE OF ANY BLOCKCHAIN NETWORK OR ANY WALLET, INCLUDING LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (i) USER ERROR, SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED SMART CONTRACTS, OR INCORRECT TRANSACTION PARAMETERS; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED OR INACCESSIBLE WALLET FILES; OR (iv) UNAUTHORISED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING THE USE OF VIRUSES, PHISHING, BRUTE-FORCE ATTACKS, OR OTHER MEANS OF ATTACK AGAINST ANY BLOCKCHAIN NETWORK, ANY OF THE FUNCTIONALITIES, OR ANY WALLET.

9.4 BLOCKCHAIN NETWORK RISKS. RATH IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF ANY BLOCKCHAIN NETWORK OR WALLET, INCLUDING LATE OR NO REPORT BY DEVELOPERS OR REPRESENTATIVES OF ANY ISSUES WITH THE BLOCKCHAIN, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES RESULTING IN FUND LOSSES.

9.5 KEY MANAGEMENT. YOU ARE SOLELY RESPONSIBLE FOR STORING AND SECURING YOUR PRIVATE KEY(S), RECOVERY PHRASE, SEED PHRASE, AND ANY OTHER CREDENTIALS NECESSARY TO ACCESS YOUR WALLET. RATH CANNOT RECOVER LOST KEYS, RECOVER LOST ACCESS, OR REVERSE ANY BLOCKCHAIN TRANSACTION ONCE CONFIRMED ON-CHAIN.

9.6 THIRD-PARTY PROTOCOLS. RATH DOES NOT CONTROL, ENDORSE, OR GUARANTEE THE AVAILABILITY, RELIABILITY, SECURITY, OR LEGALITY OF ANY THIRD-PARTY PROTOCOL. RATH DISCLAIMS ALL LIABILITY FOR ANY THIRD-PARTY PROTOCOL, INCLUDING FOR ANY LOSS OF ASSETS RESULTING FROM A VULNERABILITY, EXPLOIT, HACK, OR FAILURE OF ANY DEFI PROTOCOL, DECENTRALISED EXCHANGE, OR OTHER THIRD-PARTY PROTOCOL USED IN CONNECTION WITH THE FUNCTIONALITIES.

9.7 ADAPTOR LIABILITY. FOR ANY ADAPTATIONS OR MODIFICATIONS OF THE FUNCTIONALITIES MADE BY YOU AS AN INTEGRATOR, RATH DISCLAIMS ANY AND ALL LIABILITY.

10. Indemnification

10.1 To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless TALYRON LABS PTE. LTD., its affiliates, and each of their respective officers, directors, employees, agents, partners, contractors, successors, and assigns (collectively, the “Rath Parties”) from and against any and all losses, liabilities, claims, demands, damages, expenses, and costs (including reasonable attorneys’ fees) (“Claims”) arising out of or related to: (a) your access to or use of any of the Functionalities; (b) your violation of these Terms; (c) your violation, misappropriation, or infringement of any rights of another person or entity, including intellectual property rights or privacy rights; (d) your conduct in connection with any of the Functionalities; or (e) if you are an Integrator, any claim by your end users arising from or relating to your integration, platform, or products.

10.2 You agree to cooperate with the Rath Parties in defending such Claims and pay all fees, costs, and expenses associated with defending such Claims, including attorneys’ fees. You agree that the Rath Parties will have control of the defence or settlement, at Rath’s sole option, of any third-party Claims. You may not settle or compromise any Claim against any Rath Party without Rath’s prior written consent.

11. Release

11.1 To the fullest extent permitted by applicable law, you release the Rath Parties from responsibility, liability, claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, including claims of negligence, arising out of or related to: (a) disputes between users of the Functionalities; (b) the acts or omissions of third parties, including Third-Party Protocols; or (c) your use of or interaction with any of the Functionalities.

11.2 If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favour at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

12. Limitation of Liability

12.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RATH PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY — WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE — FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF THE RATH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 THE TOTAL LIABILITY OF THE RATH PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE FUNCTIONALITIES OR THESE TERMS, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE GREATER OF: (A) ONE HUNDRED UNITED STATES DOLLARS (USD $100); OR (B) THE AMOUNT PAID BY YOU TO RATH DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12.3 THE LIMITATIONS SET FORTH IN THIS SECTION 12 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR: (A) GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT OF RATH OR THE OTHER RATH PARTIES; OR (B) ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

12.4 RATH HAS NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY CLAIMS OR DAMAGES THAT MAY ARISE AS A RESULT OF ANY PAYMENTS OR TRANSACTIONS THAT YOU ENGAGE IN VIA THE FUNCTIONALITIES OR ANY THIRD-PARTY PROTOCOL.

13. Compliance

13.1 You agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you in connection with your use of the Functionalities. Rath makes no representation that the Functionalities are appropriate or legally permissible in your jurisdiction.

13.2 If you are an Integrator, you are solely responsible for ensuring that your integration complies with all applicable laws and regulations, including financial services laws, data protection laws, consumer protection laws, and anti-money laundering requirements.

14. Changes to Terms and Functionalities

14.1 Changes to Terms. Rath may make changes to these Terms at any time and for any reason at its sole discretion. If Rath makes material changes, it will notify you by posting the changes on the Rath Website or through other reasonable means, and give you an opportunity to review the new Terms. Your continued access or use of any of the Functionalities after notice of changes will mean that you accept all such changes. If you do not agree to the amended Terms, you must stop using the Functionalities.

14.2 Changes to Functionalities. Rath may update, amend, alter, change, or stop any of the Functionalities at any time without prior notice. Rath is not responsible for any loss or harm related to your inability to access or use any of the Functionalities as a result of any such change.

15. Dispute Resolution and Binding Arbitration

15.1 Please read this Section carefully. It requires you to arbitrate certain disputes with Rath and limits the manner in which you can seek relief from us. No class or representative actions or arbitrations are permitted under this provision.

15.2 Informal Resolution. Before initiating any arbitration or legal proceedings, you and Rath agree to make reasonable good-faith efforts to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Functionalities (each, a “Dispute”) informally. Either party may start this process by sending a written notice describing the Dispute and the relief sought to [email protected] (for notices to Rath) or to your registered email address (for notices to you). If the Dispute is not resolved within thirty (30) days after such notice is received, either party may proceed to arbitration as set out below.

15.3 No Representative Actions. You agree that any Dispute is personal to you and Rath and that any Dispute will be resolved solely through individual action. No Dispute will be brought as a class arbitration, class action, or any other type of representative or collective proceeding.

15.4 Arbitration of Disputes. Except for Disputes in which you or Rath seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, and except as provided in Section 15.6, you and Rath waive your rights to have any Dispute — including claims related to privacy and data security — resolved in court by a judge or jury. Instead, any such Dispute shall be finally resolved by binding arbitration administered by the International Centre for Dispute Resolution (“ICDR”) under its International Arbitration Rules in effect at the time of the arbitration. The arbitration shall be conducted by a single neutral arbitrator with relevant experience in technology or digital-asset matters. The seat of arbitration shall be the Singapore, and the arbitration shall be conducted in the English language. The arbitrator may award any remedy available under applicable law, subject to the limitations in Section 12. The arbitral award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

15.5 Arbitration Costs. All filing, administration, and arbitrator fees (“Arbitration Fees”) will be governed by the ICDR Rules, unless otherwise agreed. Rath and you will split Arbitration Fees equally; provided that if you demonstrate to the arbitrator that you are economically unable to pay your portion, or that the costs of arbitration would be prohibitive compared to the costs of litigation, Rath will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.

15.6 Exceptions. Nothing in this Section 15 prevents either party from: (a) seeking urgent or interim injunctive relief from a court of competent jurisdiction pending arbitration where necessary to prevent irreparable harm; or (b) bringing an individual claim in a small-claims tribunal or equivalent where permitted by applicable law. Residents of the European Union, the United Kingdom, or any jurisdiction whose laws prohibit mandatory pre-dispute arbitration may elect to bring any Dispute before the courts of their country of habitual residence, and any mandatory consumer rights under applicable local law are preserved and not waived by these Terms.

15.7 Opt-Out. You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted these Terms by sending written notice to [email protected] with the subject line “Arbitration Opt-Out” and including your full name, address, and a clear statement of your intent to opt out. By opting out, you agree to resolve Disputes in accordance with Section 16 (Governing Law).

15.8 One-Year Limitation. Any Dispute must be filed within one (1) year after the relevant claim arose; otherwise, the Dispute is permanently barred, and you and Rath will not have the right to assert the claim.

15.9 Severability. If any portion of this Section 15 is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision shall be severed; such severance shall have no impact on the remainder of this Section 15 or the parties’ ability to compel individual arbitration of any remaining claims.

16. Governing Law and Venue

16.1 These Terms and any Dispute arising from them will be governed by and construed in accordance with the laws of the Singapore, without regard to its conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.

16.2 To the extent any Dispute is not subject to arbitration under Section 15, or for the purposes of enforcement of any arbitral award, the courts of the Singapore shall have non-exclusive jurisdiction. Either party may also seek enforcement in any jurisdiction where the other party’s assets are located.

16.3 Notwithstanding the foregoing, Rath retains the right to seek urgent injunctive or other equitable relief in any court of competent jurisdiction worldwide.

17. Miscellaneous

17.1 Entire Agreement. These Terms, together with any other terms expressly incorporated herein, reflect the entire agreement between you and Rath relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings.

17.2 Severability. If any provision or part of a provision of these Terms is unlawful, void, or unenforceable, that provision or part is deemed severable and does not affect the validity and enforceability of any remaining provisions. If a court or arbitrator finds that any provision is invalid but that limiting it would make it valid and enforceable, such provision shall be construed and enforced as so limited.

17.3 Relationship. Nothing in these Terms creates the relationship of principal and agent, partnership, joint venture, employment, or franchise between you and Rath. Rath is an independent contractor.

17.4 Assignment. Rath may assign or transfer its rights and obligations under these Terms without restriction, including to any affiliate or to any successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets. You may not assign any rights or obligations under these Terms without Rath’s prior written consent, and any attempted assignment without consent is void.

17.5 Non-Waiver. Rath’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision.

17.6 No Third-Party Beneficiaries. Except as otherwise expressly provided herein, these Terms are intended solely for the benefit of you and Rath and do not confer any third-party beneficiary rights on any other person or entity.

17.7 Notices. Rath will deliver notices to you via the email address associated with your account or via the Rath Website. You may deliver notices to Rath at [email protected]. Notices are effective upon receipt.

17.8 Electronic Communications. You agree that communications and transactions between you and Rath may be conducted electronically. Electronic notices, agreements, and other communications satisfy any requirement that such communications be in writing.

17.9 Interpretation. In these Terms: (a) “including” means “including without limitation”; (b) “or” is not exclusive; (c) words in the singular include the plural and vice versa; (d) section headings are for convenience only and have no legal or contractual effect; and (e) “will” and “shall” have the same meaning.

17.10 Force Majeure. Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, government restrictions, wars, sanctions, insurrections, third-party supplier failures, pandemic, significant market volatility in digital assets, or internet infrastructure failures. This provision does not excuse payment obligations that accrued before the force majeure event.

Schedule 1. Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Rath from time to time.

“API Credentials” means all API keys, credentials, tokens, and access credentials issued by Rath to an Integrator to enable access to the Functionalities.

“Applicable Law” means, with respect to any person, any federal, state, foreign, local, or other law, statute, legislation, principle of common law, case law, resolution, ordinance, code, decree, rule, regulation, or requirement issued, enacted, adopted, or promulgated by or under the authority of any governmental authority applicable to such person, including AML laws, sanctions laws, OFAC regulations, data privacy laws, and data security laws.

“Claims” means any and all losses, liabilities, claims, demands, damages, expenses, and costs, including reasonable attorneys’ fees.

“Dispute” means any dispute, claim, or controversy arising out of or in connection with these Terms or the Functionalities, including any question regarding their existence, validity, construction, or termination.

“Functionalities” means, collectively, the Rath Website, the Rath API, any developer toolkits and SDKs, and any underlying smart contract or open-source protocol components, as further described in the preamble to these Terms.

“Integrator” means any person or entity that accesses the Rath API or SDK for the purpose of integrating the Functionalities into their own product, platform, or service for use by their own end users.

“Loss” means all monetary losses, claims, damages, liabilities, costs, charges, reasonable documented attorneys’ fees, judgments, fines, expenses, amounts paid in settlement, and all other financial liabilities of every nature, kind, and description.

“Personal Data” means any information relating to an identified or identifiable natural person, as further defined under applicable data protection laws including the General Data Protection Regulation 2016/679 (GDPR), the California Consumer Privacy Act (CCPA), and any equivalent applicable legislation.

“Protocol” means a set of software rules and accompanying software tools that govern the creation, transmission, custody, use, and exchange of digital assets on a peer-to-peer cryptographic computer network.

“Restricted Jurisdictions” means any country or territory that is, or whose government is, the subject of comprehensive trade or economic sanctions, embargoes, or similar restrictions imposed or administered by the United States, the United Kingdom, the European Union, the United Nations, or any other competent authority. Restricted Jurisdictions include, without limitation: Afghanistan, Balkans, Belarus, Bosnia and Herzegovina, Burma (Myanmar), Burundi, Central African Republic, the occupied regions of Ukraine, Cuba, Democratic Republic of the Congo, Egypt, Eritrea, Guinea (Rep. of Guinea-Conakry), Guinea-Bissau, Iran, Iraq, Lebanon, Liberia, Libya, Mali, Moldova, North Korea, People’s Republic of China (PRC), Russia, Serbia, Somalia, South Sudan, Sudan, Syria, Tunisia, Ukraine, Venezuela, Yemen, and Zimbabwe, together with any other jurisdiction designated from time to time by OFAC, the UN Security Council, the EU, or His Majesty’s Treasury (UK).

“Rath Materials” means the Rath Website and its contents, the Rath API, developer toolkits and SDKs, and all associated intellectual property, as described in Section 2.1.

“Third-Party Protocol” means any third-party DeFi protocol, decentralised exchange, or other blockchain-based service through which Rath routes transactions in connection with providing the Functionalities.