Términos y condiciones de los tokens

These Token Terms and Conditions (the “Token Terms”) set out the binding representations, warranties and undertakings that you, the “User” (“you”), give to GADUIN Holdings Ltd. (the “Company”, “GADUIN”, “we”, “us”, “our”) every time you access, transact through, or otherwise use the GADUIN platform and any associated wallets, smart contracts, contracts for the trading of event-contract tokens, the LMSR market maker, and any payout, refund, settlement or governance mechanism available through the Platform (collectively, the “Platform”).

These Token Terms operate in addition to, and as an integral part of, our Terms of Use, our Privacy Policy and our User Agreement. In the event of a conflict between these Token Terms and our general Terms of Use, these Token Terms prevail in respect of access restrictions, jurisdictional eligibility and the U.S.-Person attestation.

In these Token Terms, unless the context otherwise requires, capitalised terms have the meanings given below.

2.1 “U.S. Person”

U.S. Person has the meaning given in Rule 902(k) of Regulation S under the U.S. Securities Act of 1933, as amended, and includes, without limitation: any natural person resident in the United States; any partnership or corporation organised or incorporated under the laws of the United States; any estate of which any executor or administrator is a U.S. Person; any trust of which any trustee is a U.S. Person; any agency or branch of a foreign entity located in the United States; any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated, or (if an individual) resident in the United States; and any partnership or corporation organised or incorporated under the laws of any foreign jurisdiction formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act.

“United States” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

2.2 “Sanctioned Person”

Sanctioned Person means any natural or legal person, organisation, entity, vessel or aircraft that is:

1. listed on, or owned or controlled (directly or indirectly) by a person listed on, the Specially Designated Nationals and Blocked Persons List (the “SDN List”) maintained by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”), the Sectoral Sanctions Identifications List, the Foreign Sanctions Evaders List, or any other restricted-persons list maintained by OFAC;
2. listed on the consolidated list of persons, groups and entities subject to EU financial sanctions maintained by the European External Action Service (the “EU Consolidated Sanctions List”);
3. listed on the consolidated list of financial sanctions targets maintained by His Majesty’s Treasury Office of Financial Sanctions Implementation in the United Kingdom (the “UK HMT Sanctions List”);
4. listed on any equivalent restricted-persons list maintained by the United Nations Security Council, the Government of Canada, the Government of Australia, the Government of Switzerland or any other competent governmental or supranational body of competent jurisdiction; or
5. owned (directly or indirectly) by, controlled by, or acting on behalf of any of the persons described in (i)–(iv) above.

2.3 “Prohibited Jurisdiction”

Prohibited Jurisdiction means any of the jurisdictions, territories or regions listed in Schedule 1 to these Token Terms, as updated by us from time to time to reflect changes in applicable sanctions, export-control or licensing regimes.

2.4 “Prohibited Person”

Prohibited Person means any person that is: (i) a U.S. Person; (ii) a Sanctioned Person; (iii) ordinarily resident, domiciled or located in a Prohibited Jurisdiction; (iv) accessing the Platform from a Prohibited Jurisdiction or via technical means designed to disguise the origin of such access; or (v) any person whose use of the Platform would, in the reasonable opinion of the Company, expose the Company, its affiliates, officers, employees, contractors or shareholders to liability under any applicable law.

Each time you access or use the Platform you represent, warrant and undertake to the Company that:

1. you are not a Prohibited Person;
2. you are not a U.S. Person within the meaning of Regulation S of the U.S. Securities Act of 1933, you are not a citizen or resident of the United States, you do not hold a U.S. tax identification number, and you are not accessing the Platform from the United States, its territories or possessions;
3. you are not a Sanctioned Person and you are not acting, directly or indirectly, for the benefit or account of any Sanctioned Person;
4. you are not ordinarily resident, domiciled or located in a Prohibited Jurisdiction, and you are not accessing the Platform from a Prohibited Jurisdiction;
5. you are not using a virtual private network, proxy server, anonymising tool or any other technical means with the intent of disguising the origin of your traffic or circumventing geographic restrictions imposed by the Platform;
6. you have the full legal capacity to enter into these Token Terms in your own name and right and, where you are acting on behalf of a legal entity, you have authority to bind that entity;
7. the funds you use on the Platform are derived from lawful sources, are not the proceeds of any criminal activity, and are owned by you free of any security interest, lien, pledge or other encumbrance unless disclosed to us in writing;
8. you are not using the Platform for the purpose of laundering the proceeds of crime, financing terrorism, evading sanctions or facilitating any other unlawful purpose; and
9. you are not relying on any statement made by the Company or any of its affiliates, officers, employees, contractors or agents other than the statements expressly set out in these Token Terms and the related documents.

Each of these representations is given and repeated every time you place a trade, initiate a deposit, request a withdrawal or otherwise transact through the Platform.

Your access to and use of the Platform is conditional on your ongoing compliance with these Token Terms. Without limiting any other remedy available to us at law or under contract, we may at our sole discretion and without prior notice:

• refuse to open, suspend, freeze or close any account where we reasonably suspect a breach of these Token Terms, including by reference to IP geolocation, device fingerprinting, on-chain analytics or KYC data;
• refuse, hold, reverse or refund any deposit, trade, withdrawal or payout that we reasonably suspect to be in breach of these Token Terms or applicable law;
• report any suspected breach to the relevant regulator, law enforcement agency, financial intelligence unit or counterparty as required or permitted by applicable law;
• cooperate with valid legal process including subpoenas, court orders and freezing injunctions; and
• recover from any payout otherwise due to you any amount that we have paid or are liable to pay as a result of your breach of these Token Terms.

The event-contract tokens issued, traded and redeemed through the Platform are utility-like instruments designed to express and settle a binary outcome on a referenced real-world event. They are not securities, investment contracts, e-money, stored-value instruments or units in a collective investment scheme. They are not designed to be a vehicle for investment, speculation on the credit of the Company, or participation in the profits of the Company.

Each event-contract token has no intrinsic value outside the scope of the market in which it is issued. Settlement value is derived solely from the resolution of the referenced event against the committed data source and the deterministic resolution rule. Outside an open market on the Platform, the tokens are not redeemable and have no transfer mechanism.

Nothing on the Platform constitutes investment advice, financial advice, legal advice, tax advice, an offer to sell, or a solicitation of an offer to buy any security or financial instrument. You are solely responsible for evaluating the merits, risks and regulatory treatment of any activity carried out through the Platform, and for any tax payable on gains. You should consult your own professional advisers before transacting.

You agree to indemnify and hold harmless the Company, its affiliates and their respective officers, directors, employees, contractors and agents from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (i) any breach by you of these Token Terms; (ii) any misrepresentation by you of the warranties given in Section 3; (iii) your use of the Platform in a Prohibited Jurisdiction or as a Prohibited Person; or (iv) any claim by a third party that your activity through the Platform infringed their rights.

We may amend these Token Terms — including the contents of Schedule 1 — at any time to reflect changes in applicable sanctions regimes, export controls, licensing obligations or our risk assessment. The current version is always available at this URL. Material amendments will be notified to you by email and reflected in the Last updated date above. Continued use of the Platform after an amendment constitutes acceptance of the amended Token Terms.

The following jurisdictions, territories and regions are Prohibited Jurisdictions for the purposes of these Token Terms. Users who are ordinarily resident, domiciled or located in any of these jurisdictions, or who access the Platform from any of them, are Prohibited Persons and must not access, register for or transact through the Platform.

• The United States of America (including its territories and possessions)
• The Republic of Cuba
• The Islamic Republic of Iran
• The Democratic People’s Republic of Korea (North Korea)
• The Syrian Arab Republic
• The State of Libya
• The Republic of South Sudan
• The Republic of the Sudan (North Sudan)
• The Crimea region of Ukraine
• The so-called Donetsk People’s Republic (DNR) and Luhansk People’s Republic (LNR) regions of Ukraine

This list mirrors and is informed by the comprehensive country and territory sanctions programmes administered by OFAC (with reference to the SDN List), the EU Consolidated Sanctions List, and the UK HMT Sanctions List, and is updated as those programmes evolve. We reserve the right to add or remove jurisdictions from this Schedule at any time in light of changes to applicable sanctions or our internal risk assessment. The most recent version of this Schedule will always be the version published at this URL.

Questions about these Token Terms or the Schedule 1 list of Prohibited Jurisdictions should be directed to [email protected].