Terms & Conditions
Issuer: Block Labs Limited (British Virgin Islands) (“YieldFi”, the “Issuer”, “we”, “us”, “our”) Governing law: British Virgin Islands (“BVI”) law Website: yield.fi (or successor domain)
IMPORTANT NOTICE
PLEASE READ THESE TERMS CAREFULLY. THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS.
INFORMATION ON OUR WEBSITE OR IN MARKETING MATERIALS IS FOR GENERAL DESCRIPTION ONLY, MAY CHANGE OVER TIME, AND DOES NOT FORM PART OF THESE TERMS OR ANY TOKEN TERMS UNLESS EXPRESSLY INCORPORATED BY REFERENCE.
NO REGULATOR HAS AUTHORISED OR APPROVED THESE TERMS OR ANY TOKEN TERMS. DEALING IN TOKENS IS HIGH RISK AND MAY RESULT IN A TOTAL LOSS OF CAPITAL. TOKENS MAY BE RESTRICTED IN TRANSFERABILITY AND MAY BE ILLIQUID. YOU DO NOT BENEFIT FROM ANY STATUTORY COMPENSATION SCHEME OR DEPOSIT PROTECTION IN RELATION TO TOKENS.
IF YOU HAVE NOT DEALT IN CRYPTOASSETS OR TOKENISED PRODUCTS BEFORE, YOU SHOULD SEEK INDEPENDENT PROFESSIONAL ADVICE (LEGAL, TAX, AND FINANCIAL) BEFORE DEALING IN TOKENS. BY DEALING IN TOKENS, YOU CONFIRM YOU HAVE READ, UNDERSTOOD, AND ACCEPTED THESE TERMS AND THE APPLICABLE TOKEN TERMS.
1. INTRODUCTION AND DOCUMENT HIERARCHY
1.1 These general terms and conditions, together with all schedules, policies, and documents incorporated by reference (together, the “General Terms” and each a “Condition”), apply to all Tokens issued by the Issuer and must be read together with the token-specific terms for the relevant Token or Series (the “Token Terms”).
1.2 The Token Terms set out the commercial and operational parameters for the relevant Series (including, where applicable, denomination, settlement currency, fees, valuation methodology, minting/redemption rules, eligibility restrictions, and risk disclosures). If there is any conflict between the General Terms and the Token Terms, the Token Terms prevail to the extent of the inconsistency.
1.3 Unless stated otherwise, capitalised terms not defined in these General Terms have the meanings given in the relevant Token Terms.
1.4 Nature of Tokens (Blockchain-Based Certificates; Series-Limited Contractual Rights). (a) Series issuance. Each Token is issued in respect of a specific Series corresponding to a specific Vault / Product, governed by its Token Terms. Each Series is intended to be operationally and economically independent from other Series. (b) What a Token is. Each Token is a blockchain-based contractual certificate recorded via smart contracts on a supported blockchain network. A Token evidences only the Tokenholder’s contractual rights under the Product Documentation for the relevant Series (including, as applicable, minting/redemption mechanics, valuation methodology, fees, eligibility restrictions, and risk disclosures). (c) Not equity; no governance. Tokens are not equity and do not confer ownership, governance, voting, or profit-participation rights in the Issuer. (d) No ownership in assets. Tokens do not represent any legal or beneficial interest in any underlying assets. Tokenholders do not own Series Assets; they hold only the contractual rights expressly set out in the Product Documentation. (e) Bankruptcy-remote segregation (structural ring-fencing). The Issuer operates a segregation framework intended to ring-fence assets and liabilities by Series. The Issuer maintains Series Wallets / Series Accounts and implements operational and contractual controls intended to ensure that Series Assets are held and tracked separately from (i) assets attributable to any other Series and (ii) the Issuer’s Operational Assets. (f) Limited recourse by design. Any payment, redemption, or settlement amount payable (if any) in respect of a Token is Series-limited and limited-recourse, restricted to the Series Assets of the relevant Series and subject to the Series Waterfall in Condition 10.
2. REPRESENTATIONS, ELIGIBILITY, AND COMPLIANCE
2.1 Authority and capacity. You represent and warrant that you are of legal age in your jurisdiction and have full legal capacity to enter into the Product Documentation. If you act on behalf of an entity, you have authority to bind that entity, and references to “you” include that entity.
2.2 Sanctions and restricted persons. You represent and warrant that neither you nor (where applicable) your beneficial owners, directors, officers, authorised persons, or wallets are (i) subject to sanctions, (ii) listed on prohibited or restricted parties lists, or (iii) located, resident, organised, or ordinarily resident in a jurisdiction subject to comprehensive sanctions or otherwise restricted by Applicable Law, in each case as determined by the Issuer acting reasonably.
2.3 Compliance with law. You will comply with all Applicable Laws, including AML/CFT, sanctions, tax, securities/financial promotions, and consumer protection. You will not use Tokens for unlawful purposes or to facilitate unlawful activity.
2.4 No advice; independent assessment. We do not provide legal, tax, investment, accounting, or other professional advice. You have made your own independent assessment of the Tokens, risks, and suitability.
3. INTERPRETATION AND DEFINITIONS
3.1 Interpretation rules. Headings are for convenience only; singular includes plural; “include” is illustrative; references to statutes include amendments/replacements; “person” includes individuals and entities.
3.2 Dealing in Tokens. “Dealing in” Tokens includes buying, subscribing, receiving, holding, transferring (if enabled), selling, redeeming, staking (if applicable), or otherwise using Tokens.
3.3 Defined terms. In these General Terms:
“Adverse Regulatory Event” means a material change in regulation or interpretation that materially impairs the Issuer’s ability to issue, operate, support, distribute, or comply with Applicable Law in relation to a Series.
“Adverse Tax Event” means a material change in tax law or interpretation that results in a substantial adverse tax consequence to the Issuer related to issuing, operating, or supporting a Series.
“Applicable Law(s)” means all laws, statutes, rules, regulations, orders, sanctions, and regulatory requirements applicable to the Parties in connection with Tokens and the Product Documentation (including AML/CFT and sanctions).
“Business Day” means a day on which banks are open in the BVI and relevant settlement systems identified in the Token Terms (as applicable) are operating.
“Greenlisted / Greenlisting” means completion of onboarding and satisfaction of KYC/AML Requirements, as confirmed by the Issuer.
“Insolvency Event” has the meaning in Condition 17.3.
“Issuer Call Option” means, if specified in the Token Terms, the Issuer’s right to initiate a Series wind-down or redemption/unwind procedures due to events beyond reasonable control, including Adverse Regulatory Events, Adverse Tax Events, war/terrorism, natural disasters, or cessation of operations.
“KYC/AML Requirements” means the Issuer’s onboarding, identification, verification, AML/CFT, sanctions screening, and related processes.
“Market Disruption Event” has the meaning in Condition 6.1.
“Operational Assets” means the Issuer’s own assets used to run its business (treasury, revenues, equity capital, and general corporate assets), excluding Series Assets.
“Product Documentation” means these General Terms and the applicable Token Terms, together with schedules/policies incorporated by reference, as amended in accordance with these General Terms.
“Redemption Amount” means the amount payable on redemption in the Settlement Currency calculated under the Token Terms (net of fees and properly attributable costs).
“Series” means a product-specific issuance of Tokens governed by Series-specific Token Terms and operated with segregated asset flows.
“Series Assets” means the assets attributable to a Series, including deposits received for minting that Series, assets acquired/deployed for that Series, proceeds, recoveries, and rights/receivables attributable to that Series.
“Series Liabilities” means liabilities properly attributable to a Series, including Token payment/redemption obligations for that Series and third-party costs/fees allocated to that Series under the Token Terms or Product Documentation.
“Series Wallets / Series Accounts” means the designated wallet addresses and/or accounts used for that Series (deposit/collateral/redemption), as described in the Token Terms and/or operational disclosures.
“Series Waterfall” means the priority order for applying Series Assets described in Condition 10.4 (or as specified in Token Terms).
“Settlement Currency” means the currency or stablecoin(s) in which redemption is settled, as specified in the Token Terms.
“Token(s)” means the digital tokens issued by the Issuer via smart contracts on a supported blockchain network, evidencing contractual rights under the Product Documentation for a Series.
“Tokenholder(s)” means the person controlling the private key(s) for a wallet address holding Tokens (subject to Greenlisting where required).
“Underlying” has the meaning in the Token Terms (if applicable).
“Website” means yield.fi (or successor domain as notified).
4. KYC/AML REQUIREMENTS AND ONBOARDING (GREENLISTING)
4.1 Greenlisting requirement. To mint, redeem, or access restricted functionality, you may be required to complete KYC/AML Requirements. The Issuer may treat non-Greenlisted persons as ineligible to access restricted features.
4.2–4.7 Information, accuracy, verification, third parties, acceptance/rejection. (Keep your current text, with one change:) Replace “accept or reject onboarding at its discretion” with: “accept or reject onboarding acting reasonably and in accordance with Applicable Law.”
5. ORDERING, SUBSCRIPTION, MINTING, AND DELIVERY
5.1 Wallet requirement. You must use a compatible wallet and are responsible for access and private keys.
5.2 Subscription process. Tokens may be subscribed for through the Website or approved channels described in the Token Terms.
5.3 Payment methods. You must pay using methods specified in Token Terms (fiat transfer and/or stablecoin / crypto transfer).
5.4 When payment is due. Payment is due as specified in Token Terms.
5.5 Minting and delivery. Upon confirmed receipt of funds (and subject to Greenlisting where required), the Issuer will mint and deliver Tokens to your specified wallet address in accordance with Token Terms.
5.6 Errors. You are responsible for wallet and payment details; incorrect transfers may be irreversible.
5.7 Series deposit routing and segregation. All subscription payments for a Series must be made only to the Series Wallets / Series Accounts designated for that Series. Payments made to non-designated addresses/accounts may not be credited and may be irrecoverable.
6. VALUATION AND MARKET DISRUPTION
6.1 Market Disruption Event. A Market Disruption Event occurs if, in respect of the Underlying (where relevant), the price, reference rate, or value necessary for determining valuation, minting, redemption, or settlement cannot be determined or made available.
6.2 Postponement. If a Market Disruption Event occurs on a relevant valuation/fixing day, that day may be postponed until the next Business Day on which disruption no longer exists, as specified in Token Terms.
6.3 Fallback determination. If disruption continues, the Issuer may determine the relevant value using a reasonable methodology consistent with Token Terms and established market practice, including using best available data sources and execution-based realisation values where appropriate.
7. UNDERLYING ILLIQUIDITY
7.1 Underlying Illiquidity. Underlying Illiquidity means low/no trading volume, limited market depth, or practical difficulty in executing or hedging without materially affecting price.
7.2 Effect on calculations. In Underlying Illiquidity conditions, the Issuer may calculate redemption or settlement amounts using a best-efforts realised execution price (net of costs) rather than a standard reference fixing, consistent with Token Terms.
7.3 Delays. Determination and/or payment may be delayed to account for market conditions and operational constraints.
8. EXERCISE OF RIGHTS; PRIVATE KEYS; COMPLIANCE ENFORCEMENT
8.1 Recognised Tokenholders. Where Greenlisting is required, the Issuer recognises only persons who both hold Tokens and have completed KYC/AML Requirements.
8.2 Private key responsibility. Loss, theft, or compromise of private keys can result in loss of Tokens. You are responsible for wallet security.
8.3 Compliance actions. To comply with Applicable Law, court orders, sanctions, or law enforcement requests, the Issuer may restrict transfers, freeze functionality, refuse transactions, or take other actions permitted under Product Documentation or Applicable Law.
9. REDEMPTION
9.1 How redemption is initiated. Redemption is initiated per Token Terms, which may include a request process and/or on-chain actions.
9.2 Settlement instructions. If paid in stablecoins / crypto, you must provide a compatible wallet you control. If paid in fiat, you must provide correct bank details. You bear banking or gas fees; where the Issuer incurs properly attributable costs, they may be deducted as specified in Token Terms.
9.3 Timing. Timing, processing windows, and SLAs are described in Token Terms, are subject to change without prior notice and may be impacted by Market Disruption Events, Underlying Illiquidity, compliance checks, and operational constraints.
9.4 Fees and deductions. Fees are as specified in Token Terms.
9.5 Eligibility. Where Greenlisting applies, redemption may be restricted to Greenlisted Tokenholders.
9.6 Redemption payment source; limited recourse. Redemption payments for a Series are funded solely from Series Assets and processed using the Series Wallets / Series Accounts and methods described in Token Terms, subject to Condition 10.
10. STRUCTURAL SEGREGATION, LIMITED RECOURSE, AND SERIES WATERFALL
10.1 Structural intent. Each Series is operated on a segregated basis. Each Token evidences Series-limited contractual rights and is a limited-recourse instrument tied to the relevant Series.
10.2 Segregation of Series Assets. (a) The Issuer maintains Series Wallets / Series Accounts for each Series and uses them to receive deposits, hold collateral, deploy capital, and process redemptions for that Series. (b) The Issuer will not intentionally commingle Series Assets with (i) Operational Assets or (ii) assets of another Series, except where technically required for execution (e.g., routing/batching), with traceable books-and-records and prompt re-allocation. (c) The Issuer maintains internal records attributing assets, liabilities, income, fees, and costs to each Series on a consistent basis.
10.3 Limited recourse; no cross-collateralisation. (a) Any amount payable (if any) in respect of a Series is payable solely out of the Series Assets of that Series after application of the Series Waterfall. (b) Tokenholders of one Series have no recourse to Series Assets of any other Series. (c) To the maximum extent permitted by Applicable Law, Tokenholders have no recourse to Operational Assets for satisfaction of obligations attributable to a Series.
10.4 Series Waterfall. Unless Token Terms specify otherwise, Series Assets are applied in order:
Series costs and expenses properly attributable to the Series (custody/MPC, execution, banking, gas/transaction fees, oracle/data costs, and disclosed third-party expenses);
fees specified in Token Terms (management/performance/processing/withdrawal fees, if applicable);
Tokenholder redemption/payments for that Series.
10.5 Shortfall and loss allocation. If Series Assets are insufficient, Tokenholders bear the shortfall pro rata within that Series (unless Token Terms specify otherwise). Tokenholders may receive less than principal or nothing.
10.6 No recharacterisation. Tokenholders may not take steps intended to recharacterise Series-limited obligations as general corporate obligations or defeat this segregation/limited recourse framework.
10.7 Non-petition; bankruptcy-remoteness covenant. To the maximum extent permitted by Applicable Law, each Tokenholder agrees it will not seek to initiate insolvency proceedings against the Issuer solely on the basis of Series-limited claims, except where mandatory law prevents such covenant from being effective.
11. EXCLUSION OF PERSONAL LIABILITY; NO ADDITIONAL RECOURSE
11.1 Limited recourse confirmation. Tokenholder rights are limited to Series Assets as set out in Condition 10, except to the extent required by non-excludable law.
11.2 No personal liability. No recourse lies against any shareholder, director, officer, employee, affiliate, curator, custodian, wallet provider, exchange, prime broker, bank, protocol, or service provider, except in cases of actual fraud, wilful misconduct, or gross negligence where liability cannot be excluded by law.
11.3 Survival. This Condition survives redemption, burning, and Series termination.
12. SMART CONTRACT ADMINISTRATION; MODIFICATIONS; UPGRADES
12.1 Permitted upgrades. Smart contracts may include upgrade mechanisms. The Issuer may use them only to: (a) address security vulnerabilities or operational threats; (b) correct bugs or unintended deviations from Product Documentation; (c) maintain compatibility with network upgrades or external dependencies; (d) refactor without materially changing the economic intent; or (e) amend components rendered ineffective due to external changes.
12.2 Material changes. A change that materially and adversely changes Tokenholder rights, valuation methodology, fee mechanics, redemption mechanics, or risk profile for a Series is a “Material Adverse Change.” The Issuer will not implement a Material Adverse Change without: (a) updating the Token Terms / Product Documentation; and (b) providing notice under Condition 15, except where an immediate change is required for security/compliance, in which case notice will be provided as soon as reasonably practicable.
12.3 Deemed acceptance (if applicable). Where Token Terms provide for deemed acceptance, it applies as described there.
13. MIGRATION; SUBSTITUTION OF ISSUER; SERIES CONTINUITY
13.1 Series continuity objective. Any migration, substitution, or technical transition must preserve Series segregation and limited recourse in Condition 10.
13.2 Substitution. The Issuer may substitute itself with an affiliate or successor (a “New Issuer”) if: (a) the New Issuer can perform operational obligations for the Series; (b) the segregation and limited recourse framework is preserved on substantially equivalent terms; and (c) the Issuer provides reasonable notice under Condition 15. Tokenholder consent is not required unless the Token Terms expressly state otherwise.
13.3 No expansion of recourse. Substitution does not expand Tokenholder recourse beyond the relevant Series Assets.
14. AMENDMENTS
14.1 We may amend these General Terms to reflect changes in law, regulation, security, product design, or operational requirements.
14.2 If a change is material, we will make reasonable efforts to provide at least 2 days’ notice before it takes effect, unless a shorter period is required for security, compliance, or risk management reasons.
15. NOTICES
15.1 Notices relating to Tokens and these General Terms will be published on the Website or other official channels designated by the Issuer.
16. TAX
16.1 Tokenholders are solely responsible for taxes arising from holding, transferring, minting, redeeming, or otherwise dealing in Tokens.
16.2 Payments are made without deduction or withholding unless required by Applicable Law. Where withholding is required, the Issuer may deduct the amount and is not obliged to gross up unless Token Terms expressly provide otherwise.
17. SERIES EVENTS, ISSUER INSOLVENCY, AND WIND-DOWN
17.1 Series shortfall is not an Issuer default. A delay, suspension, reduction, or non-payment in respect of a Series resulting solely from (i) insufficient Series Assets, (ii) Series Waterfall application, (iii) Market Disruption / Illiquidity, (iv) compliance checks, or (v) operational constraints in Token Terms, does not constitute an Issuer-wide default and does not create recourse beyond the relevant Series.
17.2 Series Wind-Down Event. A Series Wind-Down Event occurs if any of the following happens for a Series (Issuer acting reasonably and in good faith): illegality/adverse regulatory; adverse tax; persistent disruption/illiquidity; material counterparty/infrastructure failure; security incident; expected Series Asset shortfall; or termination triggers stated in Token Terms.
17.3 Issuer Insolvency Event. An Issuer Insolvency Event occurs if the Issuer commences or becomes subject to liquidation/winding-up/reorganisation/moratorium proceedings, becomes generally unable to pay its debts as they fall due, suspends payments of all or a material part of its debts, or is subject to involuntary insolvency proceedings.
17.4 Consequences of a Series Wind-Down Event. The Issuer may: suspend mint/redemption/transfers (if enabled); unwind positions; realise Series Assets; determine a final realisation value using a reasonable methodology consistent with Token Terms and market practice; apply the Series Waterfall; and distribute realised Series Assets (if any).
17.5 Payment mechanics during wind-down. Best-efforts realisation applies; properly attributable costs are deducted as Series costs; distributions are pro rata within the Series (unless Token Terms specify otherwise); and there is no obligation to contribute Operational Assets or assets from other Series absent an express Token Terms commitment.
17.6 Issuer Insolvency Event consequences. The segregation and limited recourse framework in Condition 10 applies subject to applicable insolvency law, court orders, and mandatory rules that cannot be excluded.
17.7 Notices. We will publish notice of a Wind-Down Event or Insolvency Event under Condition 15 subject to legal, security, and confidentiality constraints.
17.8 Survival. This Condition survives redemption/burning and Series termination.
18. LIMITATION OF LIABILITY
18.1 To the maximum extent permitted by Applicable Law, the Issuer disclaims liability for indirect, incidental, consequential, special, punitive, or exemplary damages (including loss of profits/opportunity/goodwill).
18.2 The Issuer is not liable for independent third parties not under its direct control (exchanges, custodians, wallet providers, banks, liquidity providers, analytics providers, protocol operators, infrastructure vendors), except where the Issuer engaged in actual fraud, wilful misconduct, or gross negligence that cannot be excluded by law.
18.3 Nothing limits liability that cannot be excluded under Applicable Law.
19. NON-CUSTODIAL; NO FIDUCIARY DUTIES
19.1 Non-custodial. Unless Token Terms expressly state otherwise, the Issuer does not hold custody of Tokenholders’ private keys. You are responsible for wallet security.
19.2 No fiduciary relationship. The Product Documentation does not create fiduciary duties. To the maximum extent permitted by law, any fiduciary duties that might otherwise be implied are waived, and our obligations are only those expressly set out.
20. GOVERNING LAW AND JURISDICTION
20.1 These General Terms, the Product Documentation, and any non-contractual obligations are governed by BVI law.
20.2 Subject to any arbitration clause in Token Terms, the courts of the BVI have jurisdiction to settle disputes arising out of or in connection with the Product Documentation.
21. SEVERABILITY
If any provision is held invalid or unenforceable, the remaining provisions remain in effect. The parties will, where possible, replace the invalid provision with a lawful provision closest to the original economic intent.
22. MISCELLANEOUS
22.1 Independent advice. You should obtain independent professional advice if unsure about any aspect of Tokens.
22.2 No waiver. Any waiver must be in writing by the Issuer. Failure to enforce a provision is not a waiver.
22.3 Entire agreement. Product Documentation constitutes the entire agreement relating to Tokens and supersedes prior statements, subject to documents incorporated by reference.
22.4 Assignment. The Issuer may assign/transfer rights and obligations to an affiliate/successor consistent with Condition 13 and Token Terms. Token transfers (if any) are governed by Token Terms and smart contract rules.
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