# Welcome to CycleX #### About Us CycleX is initiated and operated by WhaleFlow Group Ltd., focusing on tokenizing Real World Assets (RWA) in a compliant, transparent, and verifiable manner. Through its application, users can subscribe, redeem, and trade in the secondary market. The platform adopts an SPE/SPV structure to establish online asset pools (RWA Pools), with underlying assets held by qualified third-party custodians and strictly segregated from the platform’s own assets and liabilities. #### Target Clients Institutional clients and Qualified/Professional Investors. #### Payments & Settlement Institutional clients and Qualified/Professional Investors. # CycleX Whitepaper #### **Important Notice** This whitepaper is intended solely to explain the business model, technical architecture, token economics, and compliance framework of the CycleX platform. It does not constitute a securities offering document, prospectus, collective investment scheme memorandum, investment advice, or any form of solicitation in any jurisdiction. Any content relating to the token (including but not limited to CXC) should not be interpreted as a guarantee of returns, profits, or principal protection. Participation in CycleX products or services should be based on the participant’s own judgment after confirming compliance with applicable laws and completing necessary KYC/AML checks. *** #### **1.Executive Summary** CycleX is a global infrastructure platform for tokenizing Real-World Assets (RWA) and enabling their on-chain circulation. Its goal is to provide a standardized environment for on-chain issuance, proof, and settlement of compliant assets such as equities, funds, credit products, and other regulated assets. By collaborating with custodians, broker-dealers, asset managers, and technology providers, the platform covers the full lifecycle—from off-chain asset custody, structuring, and token issuance, to on-chain Proof of Reserves (PoR), compliance access control, and secondary liquidity management. The native token CXC (CycleX Coin) is designed as a utility and incentive token within the ecosystem, enabling: * Incentives for asset originators and liquidity contributors; * Coordination among users, institutions, and service nodes; * Participation in governance and parameter tuning under compliance constraints; * Payment and discounts for certain platform fees and services. *** #### **2.**Market Landscape **2.1 The Rise and Positioning of RWA** Tokenization of Real-World Assets (RWA) refers to representing traditional financial or physical assets on the blockchain in a programmable tokenized form, under proper legal structuring and risk segregation. Typical categories include: * Sovereign and corporate bonds, treasury funds, and money market funds; * Public or private securities, equities, and related structured products; * Credit assets, receivables, real estate rights, and other yield-bearing assets. RWA is a key bridge between Traditional Finance (TradFi) and Decentralized Finance (DeFi). Its value includes: * **Lowering barriers:** granular asset fractionalization and global participation; * **Increasing efficiency:** enabling near-instant (T+0/T+1) settlement; * **Improving transparency:** verifiable on-chain Proof of Reserves and transaction history; * **Enhanced composability:** RWAs can serve as collateral or underlying assets in DeFi protocols. **2.2 Current State of the Industr** In recent years, numerous RWA-related projects have emerged, especially around treasury assets, money market funds, and credit products. Institutional and qualified investors increasingly demand transparency and on-chain verifiability. Regulators across jurisdictions are also building frameworks for crypto assets and tokenized securities, such as: * U.S. securities laws including Regulation S and Regulation D exemptions; * The EU’s MiCA regulatory framework; * Hong Kong’s VASP (Virtual Asset Service Provider) regime; * Singapore’s Payment Services Act (PSA). These developments create foundational conditions for compliant RWA issuance and circulation, while requiring platforms to embed “compliance-by-design” as a core principle. **2.3 CycleX’s Opportunity** Most existing RWA projects focus either on a single asset type (e.g., treasury funds) or on building infrastructure-layer blockchains. CycleX adopts a dual-layer strategy of “Platform + Infrastructure”: **Short-term:**Collaborate with institutional partners to launch tokenized pools for equities, funds, and structured products, delivering practical and compliant asset offerings. **Mid-to-long-term:**Abstract common modules such as issuance, PoR, compliance controls, and settlement to build a universal infrastructure layer for diverse assets and participants. *** #### **3.**Project Overview & Positioning **3.1 Core Objectives** The core objectives of CycleX can be summarized into three points: 1. **Standardized On-Chain Assets:**\ Standardize and modularize the issuance, registration, circulation, and redemption processes of RWAs (Real-World Assets). 2. **Compliance-First Infrastructure:**\ Embed KYC/AML, jurisdictional restrictions, investor suitability, Reg S requirements, and other compliance rules into the platform logic using a “Compliance-as-Code” approach. 3. **Token-Driven Ecosystem Coordination:**\ Utilize CXC as an incentive and coordination medium to create long-term aligned interests among asset providers, liquidity providers, and protocol users. *** **3.2 Differences from Existing Models** Compared with projects that either only provide single products or solely focus on public chain infrastructure, CycleX differentiates itself by: * **Being Closer to Institutional Asset Providers:**\ Focused on stocks, funds, broker assets, and structured products, offering end-to-end support from offline custody to on-chain mapping. * **Emphasizing Compliance Architecture and Tech Coordination:**\ By connecting with custodians, transfer agents (TAs), and broker systems, and integrating on-chain whitelists and regional control modules, CycleX establishes multi-layered compliance safeguards. * **Offering a More Comprehensive Economic Incentive Design:**\ Aligning platform growth factors (asset scale, TVL, trading depth, validation services, etc.) with the distribution and release mechanisms of CXC. *** #### **4.**System Architecture **4.1 Overview of Business Roles and Processes** The typical business process of CycleX involves the following roles: * **Asset Providers (Originator):**\ Listed companies, fund managers, brokers, or other institutions that place assets under custody with designated custodians or SPVs. * **Issuers / Structured Entities (Issuer / SPV):**\ Established within the target jurisdiction to issue and manage tokenized products, responsible for rights structuring and legal documentation. * **Custodians / Transfer Agents (Custodian / Transfer Agent):**\ Safeguard underlying assets, handle registration, changes, and settlement. * **CycleX Platform:**\ Provides asset-mapping smart contracts, Proof of Reserves (PoR) mechanism, compliance modules, and frontend/API interfaces. * **End Investors & Liquidity Participants:**\ After completing KYC/AML and eligibility checks, they subscribe to or trade tokenized assets through compliant channels. **4.2 Technical Architecture Layers** The CycleX system architecture can be abstracted into the following layers: 1. **Asset Tokenization Layer:** * Asset issuance contracts representing specific asset pools or equity shares. * Redemption and settlement logic corresponding to repurchase, payout, and fee rules of underlying assets. 2. **Compliance & Permissioning Layer:** * Management of user whitelists/blacklists. * Jurisdictional tagging (e.g., “Non-U.S. Person”). * Trading rules and transfer restrictions (lock-up periods, holder types, etc.). 3. **Proof of Reserves & Data Layer (PoR & Data Layer):** * Connects to custodian and transfer agent data sources. * Generates reserve snapshots and proofs. * Publishes PoR results on-chain for query and audit. 4. **Application & Integration Layer:** * Web console for institutional and professional users. * API/SDK for integration with brokers, asset managers, and DeFi protocols. * Reporting and audit interfaces for auditors and regulators. *** #### **5.**Product Design **5.1 Tokenized Stocks / Funds** * **Underlying Assets:** Securities holdings or fund units held with brokers or custodians. * **Structural Design:** Assets are held via SPVs or trusts; tokenized certificates linked to asset net value are issued on-chain. * **Returns & Risks:** Prices are correlated with the performance of the underlying assets; token holders do not automatically receive corporate governance rights or native shareholder rights, which are defined in legal documents. * **Redemption Mechanism:** The issuing entity provides redemption or repurchase channels at the agreed price or NAV; compliance and AML requirements must be met during redemption. **5.2 Structured Wealth Management & Note-Type Products** * **Underlying Assets:** Short-term debt, cash management instruments, credit asset portfolios, etc. * **Structural Design:** Asset pools are created with senior/subordinated tranches; different tokens represent different risk/return layers. * **Target Audience:** Some products may be limited to qualified or institutional investors; investors with higher risk tolerance can participate in subordinated or high-yield tranches. *** #### **6.**Token Economics #### 6.1 Basic Information * **Token Name:** CycleX Coin * **Token Symbol:** CXC * **Total Supply:** 1,000,000,000 CXC #### 6.2 Functional Role CXC serves the following primary functions within the CycleX ecosystem: 1. **Ecosystem Incentive Tool:**\ Rewards asset providers, validator nodes, market makers, users, and institutional partners. 2. **Governance Participation Certificate (where legally permitted):**\ Enables proposals and voting on key parameters, such as certain fee distributions and incentive rules. 3. **Fee and Service Offset Tool:**\ Using CXC to pay part of platform fees may provide discounts or rebates. 4. **Staking and Reputation Mechanism Component:**\ Service providers or market makers can stake CXC as a measure of credibility and risk buffer according to business module requirements. #### 6.3 Token Allocation According to the current design, the distribution and purposes of CXC are as follows:
Allocation CategoryAllocation (%)Description
RWA Ecosystem Incentives45%Used to support RWA on-chain and verification, incentivizing TVL providers and corresponding asset parties.
RWA Proof Incentives25%Incentivizes the mapping and verification of underlying assets on-chain.
Providing RWA TVL10%Rewards partners for locking assets into the CycleX platform.
Providing Underlying Assets10%Incentivizes source asset partners, such as on-chain funds, bonds, or stock transfers.
User Incentives20%Rewards for registration, deposits, investments, invitations, and other user activities.
Institutional Incentives10%Incentive share for cooperating brokers, trading platforms, and asset management institutions.
Investors (Private/Strategic)8%Allocation for private round or early strategic investors.
Team Incentives10%Core team tokens have a 1-year lock-up, with linear release over 3 years.
Advisor Rewards3%Rewards for external advisors in legal, finance, smart contracts, etc.
Marketing & Promotion2%Brand building, PR campaigns, and ecosystem event operations.
Public Sale (IDO/IEO)2%Tokens allocated for public sale, supporting liquidity via exchanges and launchpads.
*** #### **7.**Legal & Compliance Framework **7.1 Legal Entities and Business Boundaries** * **Issuing Entity:**\ Established in a jurisdiction with the appropriate legal framework, responsible for issuing and managing tokenized products. * **Custody & Registration:**\ Regulated custodians, brokers, or transfer agents handle the custody and registration of underlying assets. * **CycleX Platform:**\ Acts as a technology service provider, offering system and smart contract support, and **does not directly engage in unlicensed securities underwriting or collective investment scheme management**. **7.2 Regulation S Considerations** If the structure references or adopts **Regulation S**, CycleX will follow these principles: * Issuance and sales occur **outside the United States** (Offshore Transactions). * Products are offered **only to eligible Non-U.S. Persons**. * Avoid any **Directed Selling Efforts** within the United States. * Implement necessary holding periods and transfer restrictions for any resale of tokens to U.S. persons. *** **7.3 KYC / AML and Sanctions Screening** The platform will integrate or collaborate with professional **KYC/AML service providers** to perform: * **Identity and beneficial owner verification** (KYC / KYB). * **Source of funds and transaction monitoring**. * **Sanctions lists and high-risk region screening**. Compliance results will be mapped to **on-chain permission controls**, such as address whitelists, regional restrictions, and transfer lock-up rules. 7.4 Regional and Investor Suitability Strategy * For high-risk or legally uncertain regions, the platform will implement **access restrictions or business isolation measures**. * Certain products will be available **only to qualified investors, institutional investors, or specific customer types**, with requirements defined in product documentation and subscription agreements. *** #### 8. Governance & DAO Where legally permitted, CycleX will gradually introduce governance mechanisms to increase community and ecosystem participant influence in platform development: * **Scope of Governance:** * Adjustments to certain fee structures and incentive parameters. * Proposals for introducing new product modules or asset classes. * Decisions on the use of community funds. * **Governance Tools:** * Proposals and voting initiated by **CXC holders**. * Certain resolutions executed through **multi-signature committees and Timelock contracts** for added security. The detailed governance framework will be released in stages, depending on regulatory conditions and ecosystem maturity. *** #### 9. Roadmap The following is an indicative roadmap; actual timing will adjust based on market conditions, compliance progress, and partnerships: * **Phase 1: Infrastructure Setup and Initial Product Launch** * Develop core contracts and compliance modules. * Integrate with custodians, brokers, and TA systems. * Launch the first batch of tokenized stocks and fund products. * **Phase 2: Proof of Reserves and Ecosystem Expansion** * Launch PoR module and publish reserve proofs periodically. * Introduce additional asset classes (structured wealth management, credit assets, etc.). * Expand integration with exchanges and DeFi protocols. * **Phase 3: Governance Upgrade and Multi-Jurisdiction Deployment** * Introduce DAO-style governance. * Optimize structural design and licensing across jurisdictions. * Establish multi-party compliance and risk committees. *** #### 10. Risks & Disclaimers This section highlights several key risks, but is not exhaustive: 1. **Regulatory and Policy Risks:** * Regulations for crypto assets and tokenized securities are evolving. Future regulatory changes may affect the legality, tradability, or operational arrangements of CycleX products. 2. **Market and Liquidity Risks:** * Prices of CXC and tokenized assets may experience significant volatility, and sufficient liquidity may be unavailable at certain times, potentially resulting in partial or total losses. 3. **Technical and Security Risks:** * Blockchain and smart contracts may contain vulnerabilities or be subject to attacks. Network congestion, hacking, or lost keys can result in asset loss or service disruption. 4. **Counterparty and Operational Risks:** * Default, bankruptcy, or operational failure of custodians, asset providers, market makers, or other partners may negatively affect underlying asset security and token performance. 5. **Jurisdictional and Tax Risks:** * Tax and reporting requirements vary across jurisdictions. Participants should consult professional advisors and comply with obligations. CycleX and its affiliates make **no guarantees regarding token or asset performance** in secondary markets. Forward-looking statements in this whitepaper reflect current plans and may change due to market, technology, or regulatory developments. *** #### 11. Conclusion CycleX aims to provide a **trusted, transparent, and scalable on-chain financial infrastructure** for global RWA assets and participants, under both compliance and technical constraints. This whitepaper is intended to provide institutions, partners, and professional users with a **systematic understanding framework**. It does **not constitute investment advice or legal opinion**, and any participation should be based on independent judgment and compliance review. # Business Scope and Target Market #### **Target market** Professional/Qualified Investors who meet suitability requirements; retail investors are not the default target market unless otherwise specified in the product documentation. #### **Business scope** Provision of the technical and compliance infrastructure for tokenized issuance, share registration, subscription/redemption, and secondary trading; does not engage in activities inconsistent with licensing, such as investment advisory, underwriting, or guaranteeing returns. #### **Information nature** The content on the official website is for information disclosure and risk warning purposes only and does not constitute an offer or an invitation to offer. # Operating Mechanism

CycleX system operation process

#### SPV Asset Holding and Segregation The underlying assets are held and managed by an independent SPV legal entity, segregated from the platform’s own assets and liabilities. The SPV periodically discloses the reserve asset pool and key documents, establishing a verifiable asset governance trail. #### Standardized Tokenization (Fund Token) Following due diligence, audit, and compliance assessment, the underlying assets are tokenized into Fund Tokens.\ **Contract standard:** ERC-3646 (featuring permissions and compliance controls, share registration and traceability, and linkage to information disclosure).\ Shareholding details and disclosure highlights are recorded on-chain, ensuring verifiability and traceability. #### POR ↔ NAV Transparency Linkage The platform uses **POR (Price of Reserve)** as the pricing benchmark for tokenized assets, disclosed in conjunction with **NAV (Net Asset Value)**. This strengthens the linkage between token market prices and the real value of underlying assets, reducing risks of price manipulation and bubbles. Core data (initial valuation, transaction records, asset inflows/outflows, NAV changes, etc.) are recorded on-chain, immutable and verifiable. #### Trading and Settlement (App/PC) Upon completing KYC/AML procedures, investors can subscribe, redeem, and trade on the secondary market via the CycleX App/PC. The platform currently only accepts USDT as the payment currency, with trade matching settled on-chain and the entire process fully recorded. # Tokenization and Contract Standard #### **Fund Token** Upon completion of due diligence, audit, and compliance assessment, the underlying assets are tokenized into transferable Fund Tokens based on shareholding. #### **Contract standard** ERC-3646 (permission control, share registration, compliance verification, disclosure pointers, auditability, and traceability). #### **Embedded compliance** Before any transfer, the smart contract automatically verifies conditions such as investor eligibility, jurisdictional restrictions, and limits by amount or holder type. #### **On-chain proof** Changes in shareholding and key information (e.g., disclosure document hashes, audit summary pointers) are recorded on-chain, enabling external verification. # Transparency and Information Disclosure (POR ↔ NAV) #### **POR (Proof of Reserve)** * Establishes a verifiable linkage between “issued shares ↔ underlying reserves.” * Issued by an independent party/system at agreed intervals; core points are recorded on-chain for proof. #### **NAV (Net Asset Value)** * Calculated and published according to the product’s disclosed methodology and frequency, serving as the basis for subscription/redemption and performance benchmarking. * Public disclosure of valuation methods, fees, and rules for handling valuation anomalies. #### **Disclosure Center** * Centralized presentation of legal/compliance documents, custody highlights, audit summaries, POR reports, NAV methodology and frequency, significant announcements, and fee standards with examples. * All updates are timestamped and versioned. # Trading and Settlement #### **Access** Registration → KYC/AML → Suitability and jurisdiction verification → Account opening; #### **Subscription/Redemption** Executed according to product documentation timelines and fee rules (e.g., T+N); #### **Secondary Trading** After passing compliance checks (eligibility/jurisdiction/limits/holder type), transfers are completed via platform matching or within compliant-supported scenarios; #### **On-chain Settlement** Post-matching settlement recorded on-chain, with full traceability of transactions and share changes. # System Capabilities and Security Baselines #### **Issuance System** Ownership and authenticity verification, compliance review, third-party auditing, standardized contract deployment, share registration, and on-chain documentation pointers for proof. #### **Asset Management System** Position/duration/liquidity management; preset liquidity reserve mechanisms to handle redemption surges; NAV calculation linked with POR disclosure; handling of exceptional events (suspension of subscription/redemption, risk control notifications, recovery procedures). #### **Trading System** Order matching, settlement reconciliation, pre-transfer compliance checks, fee calculation, and automated disclosure. #### **Security** Contract audits, cold and hot wallet segregation, multi-signature, HSM key management, real-time risk control and anomaly freezing, disaster recovery and business continuity (RTO/RPO). # Asset Scope | Asset Class | Type 1 | Type 2 | Type 3 | Type 4 | | -------------------- | ------------------- | ----------------------------- | -------------------- | ------ | | Equities | Common stocks | Preferred stocks | Dividend stocks | ETFs | | Bonds | Government bonds | Corporate bonds | | | | Cash and Equivalents | Money market funds | Fixed deposits | | | | Structured Products | Structured deposits | Interest rate-linked products | | | | Alternative Assets | Real estate | Artwork | Private equity/funds | | The actual investable scope, allocation, and restrictions are subject to each product’s issuance documents, custody agreements, and applicable licensing authorities. # Fee Items #### **Management/Platform Fee** Accrued annually or daily; #### **Subscription/Redemption Fee** Charged by amount or percentage; #### **Other Costs** Custody, audit, on-chain gas fees, market making or outsourcing costs (if applicable); #### **Information Disclosure** Fee schedules and example calculations are provided in the website’s disclosure center (does not constitute any guarantee of returns or fee caps). # Compliance Entities and Licenses #### WhaleFlow Group Ltd (BVI) Company No. 2161278, regulated by BVI FSC (issuance framework and governance). #### WhaleFlow Group US Ltd (USA) MSB (Registration No. 31000243370255) and SEC RIA (operations and compliance support).\ Actual service scope, issuance/distribution authority, and applicable client segments are subject to licensing scope and product legal documentation. # Geographical and Investor Restrictions #### **A. Global Restrictions (Applicable to All Products)** 1. **Restricted Jurisdictions:** Services are not provided to countries/regions under comprehensive sanctions/embargoes (e.g., Cuba, Iran, North Korea, Syria, and Crimea/Donetsk/Luhansk regions of Ukraine). The strictest applicable regulatory list shall prevail in case of changes. 2. **Restricted Entities:** Individuals or entities listed on sanctions lists (UN/EU/UK/US, including SDN), export control, or anti-terrorism lists are prohibited from participation. 3. **Circumvention and Anonymity:** Use of VPNs, proxies, or anonymizing tools to bypass geoblocking or KYC/AML controls is prohibited. Upon detection, the platform may refuse, freeze, or revoke transactions and access. #### **B. Jurisdiction-Specific General Restrictions** * **United States:** Except under exemptions, unregistered securities may not be offered or sold within the U.S. or to “U.S. persons” (Reg S); secondary resale is restricted. * **EU/EEA:** Offerings/sales only to qualified investors (Prospectus Regulation); retail investors are not the target market; distribution complies with MiFID II, etc. * **United Kingdom:** Promotion only to professional clients and specified licensed persons; general retail solicitation is prohibited. * **Switzerland:** Available only to professional clients/qualified investors; no public offering. * **Singapore:** Targeted at institutional/accredited investors; no retail distribution. * **Hong Kong:** Distributed only to professional investors; not considered a public offer. * **Australia:** Offered only to wholesale/professional clients; no retail offering. * **Canada:** Distributed under exemption frameworks to qualified/licensed investors; provincial secondary resale restrictions apply. * **Japan/Mainland China:** Offers or sales to local residents are prohibited without required registration or exemptions. #### **C. Eligibility and Transfer Controls** * Participation limited to professional/qualified investors; completion of KYC/AML, suitability assessment, and jurisdictional compliance required. * Pre-transfer checks on eligibility, jurisdiction, limits, and holder type before secondary circulation; non-compliant instructions will be automatically rejected or reverted. * In case of conflicting or updated jurisdictional rules, the stricter rule applies; the platform dynamically adjusts serviceable regions and restriction lists. # Risk Disclosures #### **Market and Liquidity** Price volatility, divergence between secondary market prices and NAV, redemption windows, and limit controls may affect returns and user experience. #### **Legal and Regulatory** Changes in policies and enforcement may impact product availability, distribution, and transferability. #### **Technical and Operational** Risks include smart contract vulnerabilities, on-chain congestion, oracle failures, and defaults or failures of third parties (custody, audit, market making, outsourcing), potentially causing losses. #### **Loss Risk** Investments may result in partial or total loss of principal; not suitable for investors who cannot bear full loss. #### **Historical Performance** Past performance is not indicative of future results; the platform makes no promises or guarantees regarding returns or outcomes. #### **Tax and Accounting** Tax treatment varies by individual and jurisdiction; the platform does not provide tax or accounting advice—consult independent advisors. # Investor Standard Process #### **Account Opening and Compliance** Registration → KYC/AML → Suitability and jurisdiction verification → Account opening; #### **Funding and Subscription** Deposit funds (USDT) → Select product → Confirm disclosure documents and fees → Subscribe; #### **Holding and Trading** View holdings, NAV/POR, fees, and restrictions via App/PC; conduct secondary transfers following compliance rules; #### **Redemption and Settlement** Submit redemption per product rules → Settlement and fund withdrawal (T+N as specified in product documents); #### **Reporting and Disclosure** Download NAV, POR, audit summaries, and significant announcements from the “Disclosure Center.” # Legal Disclaimer and Dispute Resolution #### **No Offer Statement** The information on this website and any of its pages does not constitute an offer to issue or sell any securities, tokens, or other financial instruments, nor an invitation to subscribe or purchase. Any offer or sale is only valid based on legally compliant prospectuses/issuance documents or legally exempted documents. #### **Governing Law and Jurisdiction** Subject to the product and service agreements/terms; if not otherwise specified, the law of the entity’s place of registration applies, with disputes handled by the agreed arbitration institution. #### **Complaints and Contact** The official website provides contacts for compliance, legal, and data protection matters along with processing timeframes; significant complaints undergo compliance review and remediation processes. # Data Protection and Communication Security #### **Privacy and Data** Compliance with applicable data protection regulations; clear disclosure of data collection scope, purposes, sharing parties, and cross-border transfers; provision of rights to access, correct, and delete data. #### **Social Media** The official channels will never request ID documents, passwords, private keys, or sensitive financial information via social media; beware of impersonation and phishing links. #### **Information Security** End-to-end encryption, role-based access control, audit logging, and regular penetration testing. # Legal # User Service Agreement ### Terms of Service Last Updated: Aug, 2024 These terms of service, together with any documents and additional terms they expressly incorporate by reference, which includes any other terms and conditions or other agreement that WHALE FLOW Inc. ("WHALE FLOW," "we," "us" and "our") posts publicly or makes available to you or the company or other legal entity you represent ("you" or "your") (collectively, these "Terms" or "Agreement"), are entered into between WHALE FLOW and you concerning your use of, and access to, WHALE FLOW's websites, including WHALE FLOW; web applications; mobile applications; and all associated sites linked thereto by WHALE FLOW or its affiliates (collectively with any materials and services available therein, and successor website(s) or application(s) thereto, the "Site") and the Services (as defined in Section 2.1 hereto). By clicking "I agree" (or a similar language) to these Terms, acknowledging these Terms by other means, or otherwise accessing or using the Site or the Services, you accept and agree to be bound by and to comply with these Terms, including, without limitation, the mandatory arbitration provision in Section 14. If you do not agree to these Terms, then you must not access or use the Site or the Services. Please carefully review the disclosures and disclaimers set forth in Section 12 in their entirety before using any software developed or owned by WHALE FLOW. The information in Section 12 provides important details about the legal obligations associated with your use of the Services. 1\. Modifications to These Terms We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by providing notice through the Services or updating the "Last Updated" date at the top of these Terms. Unless we state otherwise in our notice, all such modifications are effective immediately, and your continued use of the Site and the Services after we provide that notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, then you must stop using the Site and the Services. 2\. Use of Services 2.1 The Services. The Site provides information regarding and, subject to eligibility requirements and the successful completion of WHALE FLOW’s onboarding process, the ability to access certain products issued by special purpose vehicles (each, a “Product”) and operated by WHALE FLOW (collectively“Services”). Note that each Product remains independently subject to all terms, conditions, and requirements set forth in any applicable Product specific agreements, which are parallel to and not amended or otherwise replaced by these Terms. Services may include, for example, providing you access to the Products through messaging protocols to interact with centralized or decentralized applications; APIs; and other software that WHALE FLOW has developed or otherwise owns or provides to support accessing the Products. Entering into bilateral transactions (including smart contract based decentralized transactions) involving the Products and/or cryptocurrency or other blockchain based assets (collectively, “Digital Assets”) is not part of the Services and any such activities or transactions are done at your own risk. You acknowledge and agree that WHALE FLOW does not provide execution, settlement, or clearing services of any kind and is not responsible for the execution, settlement, or clearing of transactions automated through a blockchain. You acknowledge that any execution and settlement of decentralized blockchain transactions (including involving a Digital Asset) occurs directly on the Ethereum blockchain (or such other blockchain as may be indicated in the relevant Services interface) and that WHALE FLOW is not involved in any such activity or transactions. 2.2 Conditions. As a condition to accessing or using the Services or the Site, you represent and warrant to WHALE FLOW the following: 2.2.1 if you are entering into these Terms as an individual, then you are of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms and be bound by them and if you are entering into these Terms as an entity, then you must have the legal authority to accept these Terms on that entity's behalf, in which case "you" (except as used in this paragraph) will mean that entity; 2.2.2 you are not a resident, national, or agent of china,Iran, Cuba, North Korea, Syria, or the Crimean Region of the Ukraine or any other country to which the United States embargoes goods or imposes similar sanctions (collectively, "Restricted Territories"); 2.2.3 you are not a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government, the European Union, or the United Nations (collectively, "Sanctions Lists Persons") and you do not intend to transact with any Restricted Person or Sanctions List Person; 2.2.4 you do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Services; 2.2.5 your access to the Services is not (a) prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over WHALE FLOW, you, the Site or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, "Applicable Laws"); or (b) contribute to or facilitate any illegal activity. 2.3 As a condition to accessing or using the Services or the Site, you acknowledge, understand, and agree to the following: 2.3.1 from time to time the Site and the Services may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that WHALE FLOW or any of its suppliers or contractors may undertake from time to time; (c) causes beyond WHALE FLOW's control or that WHALE FLOW could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of third-party service providers or external partners for any reason; 2.3.2 we reserve the right to disable or modify access to the Site and the Services at any time in the event of any breach of these Terms, including, without limitation, if we reasonably believe any of your representations and warranties may be untrue or inaccurate, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Site or the Services being inaccessible to you at any time or for any reason; 2.3.3 the Site and the Services may evolve, which means WHALE FLOW may apply changes, replace, or discontinue (temporarily or permanently) the Services at any time in its sole discretion; 2.3.4 the general pricing information provided on the Site is informational and does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a transaction with WHALE FLOW; 2.3.5 WHALE FLOW does not act as an agent for you or any other user of the Site or the Services; 2.3.6 you are solely responsible for your use of the Services, including all of your transfers of Digital Assets and the custody and control of your Digital Assets; 2.3.7 to the fullest extent not prohibited by Applicable Law, we owe 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, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities; 2.3.8 you are solely responsible for reporting and paying any taxes applicable to your use of the Services; And 2.3.9 we have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any Digital Assets that you may transfer to or from a third party, and we are not responsible for ensuring that an entity with whom you transact completes the transaction or is authorized to do so, and if you experience a problem with any transactions in Digital Assets using the Services, then you bear the entire risk. 2.4 As a condition to accessing or using the Services or the Site, you covenant to WHALE FLOW the following: 2.4.1 in connection with using the Services, you only will transfer legally-obtained Digital Assets that belong to you; 2.4.2 you will comply with all Applicable Laws in connection with using the Services, and you will not use the Site or the Services if the laws of your country, or any other Applicable Law, prohibit you from doing so; 2.4.3 any Digital Assets you use in connection with the Services are either owned by you or you are validly authorized to carry our actions using such Digital Assets; 2.4.4 in addition to complying with all restrictions, prohibitions, and other provisions of these Terms, you will ensure that, at all times, all information that you provide on the Site and during your use of the Services is current, complete, and accurate; maintain the security and confidentiality of your private keys associated with your public Ether address, passwords, API keys, private keys associated with your Services account and other related credentials. 3\. Fees and Price Estimates In connection with your use of the Services, you are required to pay all fees necessary for interacting with the Ethereum or any other applicable blockchain, including transaction costs, as well as any other fees reflected on the Site at the time of your use of the Services. Where relevant, although we attempt to provide accurate fee information, this information reflects our estimates of fees, which may vary from the actual fees paid to use the Services and interact with the Ethereum or any other applicable blockchain. 4\. No Professional Advice or Fiduciary Duties Unless otherwise stated, all information provided in connection with your access and use of the Site and the Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Site or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. 5\. Prohibited Activity You may not use the Services to engage in the categories of activity set forth below ("Prohibited Uses"). The specific activities set forth below are representative, but not exhaustive, of Prohibited Uses. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have other questions about how these requirements apply to you, then please contact us at .By using the Site or Services, you confirm that you will not use the Site or Services to do any of the following: 5.1 violate any Applicable Laws including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs, such as, without limitation, the US Department of Treasury's Office of Foreign Asset Controls; 5.2 engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under Applicable Law, including but not limited to, sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of WHALE FLOW's intellectual property, name, or logo, including use of WHALE FLOW's trade or service marks, without express consent from WHALE FLOW or in a manner that otherwise harm WHALE FLOW; any action that implies an untrue endorsement by or affiliation with WHALE FLOW; 5.3 use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Site or the Services in any manner; 5.4 engage in activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as spoofing and wash trading. 5.5 circumvent any content-filtering techniques, security measures or access controls that WHALE FLOW employs on the Site, including, without limitation, through the use of a VPN; 5.6 use any robot, spider or other automated means or interface not provided by us, to access the Services or to extract data, or introduce any malware, virus, Trojan horse, worm, backdoor, shutdown mechanism or other harmful material into the Site or the Services; 5.7 provide false, inaccurate, or misleading information while using the Site or the Services or engage in activity that operates to defraud WHALE FLOW, other users of the Services, or any other person; 5.8 use or access the Site or Services to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion; 5.9 use the Site in any way that is, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; 5.10 use the Site or the Services from a jurisdiction that we have, in our sole discretion, determined is a jurisdiction where the use of the Site or the Services is prohibited; 5.11 harass, abuse, or harm of another person or entity, including WHALE FLOW's employees and service providers; impersonate another user of the Services or otherwise misrepresent yourself; 5.12 engage in activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including (but not limited to) the restrictions and regulatory requirements imposed by US law. 5.13 encourage, induce or assist any third party, or yourself attempt, to engage in any of the activities prohibited under this Section 5 or any other provision of these Terms. 6\. Content You hereby grant to us a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non- exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium, or manner, any content that is available to other users as a result of your use of the Site or the Services (collectively, "Your Content"), including, without limitation, for promoting WHALE FLOW, its affiliates, the Services or the Site. You represent and warrant that (a) you own Your Content or have the right to grant the rights and licenses in these Terms; and (b) Your Content and our use of Your Content, as licensed herein, does not and will not violate, misappropriate or infringe on any third party's rights. 7\. Proprietary Rights 7.1 Any of WHALE FLOW's product or service names, logos, and other marks used on the Site or as a part of the Services, including WHALE FLOW's name and logo are trademarks owned by WHALE FLOW, its affiliates, or its applicable licensors. You may not copy, imitate, or use them without the prior written consent of WHALE FLOW or the applicable licensors, and these Terms do not grant you any rights in those trademarks. You may not remove, obscure, or alter any legal notices displayed in or along with the Services. 8\. Links The Services provide, or third parties may provide, links to other World Wide Web or accessible sites, applications, or resources. You acknowledge and agree that the Company is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource. 9\. Modification, Suspension, and Termination We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable (temporarily or permanently) the Services, in whole or in part, for any reason whatsoever, including, without limitation, to only allow open WHALE FLOW funds to be closed. Upon termination of your access, your right to use the Services will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to any Services or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Site or the Services. The following sections of these Terms will survive any termination of your access to the Site or the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Sections 7 through 15. 10\. Assumption of Risks 10.1 By utilizing the Services or interacting with the Site in any way, you represent and warrant that you understand the inherent risks associated with cryptographic systems and blockchain-based networks; Digital Assets, including the usage and intricacies of native Digital Assets, like Ether (ETH); Ethereum blockchain-based tokens, and systems that interact with blockchain-based networks. WHALE FLOW does not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the Ethereum blockchain, is open source, such that anyone can use, copy, modify, and distribute it. By using the Services, you acknowledge and agree (a) that WHALE FLOW is not responsible for the operation of the software and networks underlying the Services, (b) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (c) that the underlying networks are subject to sudden changes in operating rules, such as those commonly referred to as "forks," which may materially affect the Services. Blockchain networks use public/private key cryptography. You alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to Digital Assets on the Ethereum blockchain or other blockchain-based network. Neither WHALE FLOW nor any other person or entity will be able to retrieve or protect your Digital Assets. If your private key(s) are lost, then you will not be able to transfer your Digital Assets to any other blockchain address or wallet. If this occurs, then you will not be able to realize any value or utility from the Digital Assets that you may hold. 10.2 your Digital Assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of WHALE FLOW to continue to make available its proprietary software and, thus, could impede or limit your ability to access or use the Services. 10.3 You acknowledge and understand that cryptography is a progressing field with advances in code cracking or other technical advancements, such as the development of quantum computers, which may present risks to Digital Assets and the Services, and could result in the theft or loss of your Digital Assets. To the extent possible, we intend to update WHALE FLOW-developed or owned software related to the Services to incorporate additional security measures necessary to address risks presented from technological advancements, but that intention does not guarantee or otherwise ensure full security of the Services. 10.4 You understand that the Ethereum blockchain remains under development, which creates technological and security risks when using the Services in addition to uncertainty relating to Digital Assets and transactions therein. You acknowledge that the cost of transacting on the Ethereum blockchain is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain, which may result in price fluctuations or increased costs when using the Services. 10.5 You acknowledge that the Services are subject to flaws and that you are solely responsible for evaluating any code provided by the Services or Site. This warning and others WHALE FLOW provides in these Terms in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Services or accessing the Site. 10.6 Although we intend to provide accurate and timely information on the Site and during your use of the Services, the Site and other information available when using the Services may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site or as part of the Services are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any pricing information distributed via the Site or otherwise when using the Services. Prices and pricing information may be higher or lower than prices available on platforms providing similar services. 10.7 Any use or interaction with the Services requires a comprehensive understanding of applied cryptography and computer science to appreciate the inherent risks, including those listed above. You represent and warrant that you possess relevant knowledge and skills. Any reference to a type of Digital Asset on the Site or otherwise during the use of the Services does not indicate our approval or disapproval of the technology on which the Digital Asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset. 10.8 Use of the Services, in particular for Digital Assets transactions and entering into WHALE FLOW funds, may carry financial risk. Digital Assets and decentralized protocols are highly experimental, risky, and volatile. Transactions entered into in connection with the Services are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Site and the Services at your own risk. The risk of loss in transacting in Digital Assets using WHALE FLOW funds can be substantial. You should, therefore, carefully consider whether such transactions are suitable for you in light of your circumstances and financial resources. By using the Services, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given WHALE FLOW pool transaction. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Services. You accept all consequences of using the Services, including the risk that you may lose access to your Digital Assets indefinitely. All transaction decisions are made solely by you. Not withstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Services. 10.9 We must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests and which may occur without notice to you. 10.10 You understand that the Service remains under development, which creates technological, transaction related, and other risks when using the Services. These risks include, among others, delays in trades, withdrawals, and deposits resulting from the servers of WHALE FLOW or any other operator of the Services being offline; an incorrect display of information on the Site in the case of server errors; or transactions using the Services being rolled back in the case of server errors. You acknowledge that these risks may have a material impact on your transactions using the Services, which may result in, among other things, failing to fulfill transactions at your desired price or at all. 10.11 You hereby assume, and agree that WHALE FLOW will have no responsibility or liability for, the risks set forth in this Section 10. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against WHALE FLOW, its affiliates, and their respective shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in this Section 10. 11\. Indemnification You will defend, indemnify, and hold harmless WHALE FLOW, its affiliates, and its and its affiliates' respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, "Indemnified Parties") from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out of or relating to (a) your use of, or conduct in connection with, the Site or the Services (including, without limitation, the Service); (b) Digital Assets associated with your Ethereum or other applicable blockchain address; (c) any feedback or user content you provide to WHALE FLOW, if any, concerning the Site or the Services; (d) your violation of these Terms; or (e) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, WHALE FLOW (or, at its discretion, the applicable Indemnified Party) will have the right, to control any action or proceeding and to determine whether WHALE FLOW wishes to settle, and if so, on what terms, and you agree to corporate with WHALE FLOW. 12 Disclosures; Disclaimers WHALE FLOW is a developer and owner of software. WHALE FLOW does not operate a Digital Asset or derivatives exchange platform or offer trade execution or clearing services and, therefore, has no oversight, involvement, or control concerning your transactions using the Services or Products. Any secondary transactions between users of the Services are executed peer-to-peer directly between the users' Ethereum or other applicable blockchain addresses through a smart contract. You are responsible for complying with all Applicable Laws that govern your use of Products, including, but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder by the US Commodity Futures Trading Commission ("CFTC"), the federal securities laws and the regulations promulgated thereunder by the US Securities and Exchange Commission ("SEC") and all foreign Applicable Laws. You understand that WHALE FLOW is not registered or licensed by the BVI Financial Services Commission, the CFTC, SEC, or any financial regulatory authority. WHALE FLOW does not own or control the underlying software protocols that are used in connection with Ethereum or other applicable blockchains. In general, decentralized protocols are open source and anyone can use, copy, modify, and distribute them. WHALE FLOW is not responsible for the operation of decentralized protocols, and WHALE FLOW makes no guarantee of their functionality, security, or availability. To the maximum extent permitted under Applicable Law, the Site and the Services (and any of their content or functionality) provided by or on behalf of us are provided on an "AS IS" and "AS AVAILABLE" basis, and we expressly disclaim, and you hereby waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, including, without limitation, the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not represent or warrant that the Site or the Services (including any data relating thereto) will be uninterrupted, available at any particular time, or error-free. Further, we do not warrant that errors in the Site or the Services are correctable or will be correctable. You acknowledge that your data on the Site may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control. The disclaimer of implied warranties contained herein may not apply if and to the extent such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which you reside. 13\. Limitation of Liability In no event shall WHALE FLOW's aggregate liability (together with its affiliates, including its and its affiliates' respective stockholders, members, directors, managers, officers, employees, attorneys, agents, representatives, suppliers, or contractors) arising out of or in connection with the Site and the Services (and any of their content and functionality), any performance or nonperformance of the Services, your Digital Assets, or any Product, service or other item provided by or on behalf of WHALE FLOW, whether under contract, tort, negligence, civil liability, statute, strict liability or other theory of liability exceed the lesser of US $50 or the amount of fees paid by you to WHALE FLOW under these Terms, if any, in the twelve (12) month period immediately preceding the event giving rise to the claim for liability, except to the extent of a final judicial determination that such damages were the result of WHALE FLOW's gross negligence, fraud, willful misconduct or intentional violation of the law. 14\. Dispute Resolution & Arbitration 14.1 Please read the following section carefully because it requires you to arbitrate certain disputes and claims with WHALE FLOW and limits how you can seek relief from WHALE FLOW. Also, arbitration precludes you from suing in court or having a jury trial. You and WHALE FLOW agree that any dispute arising out of or related to these Terms or the Services is personal to you and WHALE FLOW and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action, or any other type of representative proceeding. 14.2 Any dispute, controversy, or claim arising out of or in relation to these Terms, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in accordance with the Cayman Islands Arbitration Law, 2012. There shall be one arbitrator; the appointing authority may be based on mutual agreement, be chosen by the parties or in the absence of such agreement, the court may designate an appointing authority. The seat of the arbitration shall be the Cayman Islands and the language of the arbitration shall be English. The applicable law shall be Cayman Islands law or another choice of law determined in WHALE FLOW's sole discretion. With respect to all persons and entities, regardless of whether they have obtained or used the site for personal, commercial or other purposes, all disputes, controversies or claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class action, collective action or other representative proceeding. This waiver applies to class arbitration, and unless we agree otherwise, the arbitrator may not consolidate more than one person's claims. You agree that, by entering into the agreement, you and Balancer are each waiving the right to a trial by jury or to participate in a class action, collective action, or other representative proceeding of any kind. Each party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in the courts referred to in this Section 14.2. 14.3 To the fullest extent permitted by Applicable Law, any claim arising out of or related to these Terms or the Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and WHALE FLOW will not have the right to assert the claim. 14.4 If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 14 or the parties' ability to compel arbitration of any remaining claims on an individual basis under this Section 14; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, then that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable. 15\. General Information 15.1 Privacy Policy. Please refer to our privacy policy, which is incorporated herein by reference and available here at , for information about how we collect, use, share and otherwise process information about you. 15.2 Consent to Electronic Delivery. You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our "Communications") that we provide in connection with these Terms or any Services. You agree that we may provide our Communications to you by posting them on the Site or by emailing them to you at the email address you provide in connection with using the Services, if any. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact us with questions, complaints, or claims concerning the Services at 15.3 Remedies. Any right or remedy of WHALE FLOW set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay of WHALE FLOW in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof. 15.4 Severability. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect. 15.5 Force Majeure. We will have no responsibility or liability for any failure or delay in performance of the Site or any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction. 15.6 Assignment. You may not assign or transfer any right to use the Site or the Services, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval. 15.7 Governing Law. The interpretation and enforcement of these Terms, and any dispute related to these Terms, the Site or the Services, will be governed by and construed and enforced under the laws of the British Virgin Islands. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. For any other proceeding that is not subject to arbitration under these Terms, the courts located in the British Virgin Islands will have exclusive jurisdiction. You waive any objection to venue in any such courts. 15.8 Headings. Headings of sections are for convenience only and shall not be used to limit or construe such sections. 15.9 Entire Agreement. These Terms contain the entire agreement between you and WHALE FLOW, and supersede all prior and contemporaneous understandings between the parties regarding the Site and the Services. 15.10 Interpretation. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms. 15.11 No Third Parties. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to the Terms other than the Indemnified Parties. # Risk Warning **Risk Disclosure Statement** This document aims to disclose the various potential risks associated with investing through the CycleX platform. All investments carry a certain degree of uncertainty, and investors should make independent decisions only after fully understanding the risks and assessing their own financial situation. This disclosure statement does not constitute investment advice or legal opinion, and CycleX and its affiliates are not responsible for any losses incurred by investors. #### 1. Market Risk The underlying assets of this fund (such as stocks, bonds, and crypto assets) may be affected by market fluctuations, leading to a decline in the fund's net value. Market risks may include but are not limited to: * Economic cycle fluctuations (such as recessions or slowdowns in economic growth) * Interest rate changes (which may impact returns on fixed-income assets) * Foreign exchange fluctuations (applicable to cross-border investments) * Changes in market liquidity (leading to asset discounts or difficulties in liquidation) ⚠ Investors may face partial or total loss of principal. Past performance does not guarantee future returns. #### 2. Liquidity Risk * RWA assets (such as real estate and private debt) generally lack immediate liquidity and may not be converted into cash quickly. * The fund may impose lock-up periods or redemption restrictions, and investors should consider their personal liquidity needs. * If fund tokens are tradable on secondary markets, market depth and liquidity may affect trade execution. ⚠ Investors may not be able to liquidate their investments immediately when needed or may need to sell assets at a discount. #### 3. Regulatory & Compliance Risk * The compliance of this fund and tokenized assets is subject to the laws of different jurisdictions. Regulatory changes may lead to operational restrictions, additional compliance obligations, or market trading suspensions. * Applicable laws may require additional disclosures, restrict investor eligibility, or affect distribution mechanisms. * If regulatory authorities classify fund tokens as securities, additional licensing for issuance and trading may be required. Otherwise, the fund’s operations may face legal challenges. ⚠ Investors should ensure their investments comply with local laws and regulations and bear the corresponding legal responsibilities. #### 4. Securities Law & Legal Risk * Some funds may be issued under exemptions such as Reg D (506(c)), Reg S, or other securities laws, requiring investors to qualify as Accredited Investors. * Due to varying securities laws in different countries, certain jurisdictions may redefine the legal nature of RWA tokens, imposing additional compliance requirements or trading restrictions. * The legal framework for asset custody and trading may change over time, affecting the fund’s compliance and operational stability. ⚠ If an investor’s country imposes restrictions on tokenized securities, they may be unable to transfer or trade fund tokens. #### 5. Tokenization & Blockchain Risk * Tokenized funds rely on smart contracts and blockchain technology, which may be affected by technical failures, hacking attacks, protocol vulnerabilities, or upgrade incompatibilities. * Blockchain networks (such as Ethereum and Polygon) may experience high transaction fees (Gas Fees) or consensus mechanism failures, leading to transaction delays or failures. * Due to the legal nature of RWA assets, on-chain transactions may face jurisdictional conflicts or insufficient legal enforceability. ⚠ Technical risks may result in investors being unable to access or trade their tokenized assets. #### 6. Trading & Market Making Risk * If fund tokens are tradable on Alternative Trading Systems (ATS) or secondary markets, price volatility may be significant. * Liquidity providers or market makers may adjust trading mechanisms, affecting bid-ask spreads. * Market manipulation (such as wash trading or fake volume) may mislead investors regarding market liquidity or price levels. ⚠ Secondary market trading of tokens does not guarantee minimum liquidity, and investors may face significant asset depreciation risks. #### 7. Custody & Third-Party Risk * Investment assets may be managed by qualified custodians or third-party service providers. If custodians experience bankruptcy, hacking incidents, or compliance issues, asset losses may occur. * The platform relies on third-party payment, trading, or settlement systems, and any technical or compliance issues may affect transaction execution. ⚠ If custodians or third-party service providers default, investors may be unable to recover their assets. #### 8. Taxation Risk * Different countries have varying tax policies regarding RWA tokens and fund returns. Investors must evaluate their tax obligations independently. * Changes in fund structure or investment strategies may affect tax treatment or impose additional tax liabilities. ⚠ Investors should consult tax professionals to ensure compliance with local tax regulations. #### 9. Macroeconomic & Political Risk * Global economic changes, interest rate adjustments, and geopolitical conflicts may impact the performance of underlying assets. * Regulatory policies (such as capital controls and financial sanctions) may affect cross-border investment capital flows. ⚠ Global economic and political uncertainties may impact fund returns, and investors should be prepared for long-term holdings. #### 10. Disclaimer * The platform and its affiliates are not legally responsible for any investor losses. All investment decisions are made at the investor’s discretion. * Past returns do not guarantee future performance. Investors should assess investments based on their risk tolerance. * This document serves solely as a risk disclosure and does not constitute investment, legal, or tax advice. Investors should seek professional consultation. ⚠ By using this platform or purchasing fund tokens, investors are deemed to have read, understood, and accepted this risk disclosure statement and are willing to bear the associated investment risks. # Disclaimer #### Terms of Service: Last Updated: Aug, 2024 The information contained herein is for general information purposes only. Under no circumstances shall any material on this website be used or construed as an offer to sell or an offer to buy any securities, futures or other financial products or instruments, including any interest in any investment fund sponsored or managed by Whaleflow or any investment advisory services provided by any of its affiliates or investment management companies or its affiliates. Any such offer or solicitation may be made only through the applicable confidential Offer Memorandum or other applicable document of each such investment Fund and is limited to the jurisdictions in which such offer is lawful and to individuals who meet the suitability of the investor, and the complexity requirements are at Whaleflow's sole discretion from time to time.This website is also not intended to provide any investment, financial, legal, regulatory, accounting, tax or similar advice, and nothing on this website should be construed as a recommendation by the Investment Manager, its affiliates or any third party to acquire or dispose of any investment or securities. or to participate in any investment strategy or transaction. You should consult your own investment, legal, tax and/or similar professionals regarding your specific situation and any specific decisions. #### Investment strategy This article describes the various equity approaches offered by Whaleflow, in which the investment manager acts as an investment advisor, and the objective characteristics of the fund's strategy and investments are based on current expectations and should not be considered definitive or a guarantee that the approach, strategy and portfolio will in fact have those characteristics. in addition, the description of risk management strategies herein is based on current expectations and should not be considered definitive or a guarantee that such strategies will reduce all risks, These descriptions are based on information available as of the date this document was written, and descriptions may change over time. The past performance of these strategies is not necessarily indicative of future results. There is the possibility of loss, and all investments involve risk, including the loss of principal. #### Performance result We do not guarantee or predict similar results for any future investments. The Investment Manager makes no suggestion, guarantee, promise, suggestion or guarantee that by participating in any of the Investment Manager's investments or investing with the Investment Manager, you will experience similar investment results and earn any money. # Restricted Countries #### We do not open access to the following countries and regions: China, Hong Kong, China, Macau, Russia, Cuba, Iran, North Korea, Syria. # Glossary **SPE/SPV:** Special Purpose Entity/Vehicle used for asset segregation and compliance governance. **Fund Token:** Tokenized certificate representing shares of underlying assets or asset pools. **ERC-3646:** Contract standard for permissioned security tokens/share registration (including compliance verification and disclosure pointers). **POR:** Proof of Reserve, verifying consistency between issued shares and underlying reserves.