Website Terms and Conditions of Use

Version 1.0 – Effective 27 July 2025

Pre-Launch Notice

The Website is currently under development. When it becomes publicly accessible, it will be hosted on infrastructure located in Frankfurt, Germany.

1. Acceptance of These Terms

Upon launch, by accessing yieldguard.finance (the “Website”) or using any products, applications, smart contracts or services made available by YieldGuard GmbH (collectively, the “Services”), you (“User” or “you”) acknowledge that you have read, understood and agree to be legally bound by these Terms and Conditions of Use (the “Terms”). If you do not agree to these Terms, do not access or use the Website or Services.

2. Definitions

AggregatorVault
The ERC‑4626 compliant smart contract that accepts deposits of USDC.e and issues yTBill receipt tokens.
AIFM
FundRock Management Company S.A., the authorised alternative‑investment‑fund manager of the YieldGuard RAIF.
Professional Investor
An investor that meets the definition of a professional investor under Article 2 of the Luxembourg RAIF Law or under MiFID II.
RAIF
YieldGuard SCSp, a Luxembourg reserved alternative investment fund available only to Professional Investors.
yTBill
The vault receipt token representing a proportional claim on the Net Asset Value of the AggregatorVault.
we, our, YieldGuard
YieldGuard GmbH, a company to be incorporated in Hachenburg, Germany.

3. Eligibility and On-boarding

You may use the Services only if:

  1. You are at least eighteen (18) years old and have full legal capacity.
  2. You qualify as a Professional Investor and can invest a minimum of EUR 100,000 (or equivalent) in the RAIF.
  3. You have successfully completed Know‑Your‑Customer and anti‑money‑laundering screening through our partner Sumsub and hold the non‑transferable KYC_PASS NFT, without which the AggregatorVault will revert any deposit.
  4. Your access is not prohibited by any applicable sanctions, embargoes, or laws in your jurisdiction (including, without limitation, if you are a U.S. person, citizen or resident of Canada, Iran, North Korea, Syria, Cuba, Russia, Belarus, or Crimea, Donetsk or Luhansk regions of Ukraine).

We reserve the right to refuse or revoke access to any User at our sole discretion.

4. Services Overview

The Website provides an interface to the AggregatorVault smart contract on the Arbitrum blockchain through which eligible Users may:

  • deposit USDC.e;
  • receive yTBill vault shares;
  • benefit from automated allocation and daily re‑balancing between approved tokenised U.S. Treasury Bill wrappers (currently TBILL, wSTBT, and any future whitelisted wrappers); and
  • request withdrawals in USDC.e, subject to applicable fees.

YieldGuard does not custody client assets; all deposits are held in audited smart contracts controlled by a 3‑of‑5 Safe multisig.

5. No Offer, No Advice

Nothing on the Website constitutes an offer to sell or the solicitation of an offer to buy any security, nor does anything herein constitute investment, legal, accounting or tax advice. The Services are provided strictly on an execution‑only basis. You are solely responsible for determining whether any investment is appropriate given your objectives, experience and risk tolerance. If in doubt, consult a licensed professional adviser.

6. Risks

By using the Services you acknowledge that:

  • Digital assets and tokenised securities carry inherent risks including market volatility, smart‑contract exploits, stablecoin de‑pegging, regulatory changes and counterparty insolvency.
  • Past performance is not indicative of future results. Yields, prices and NAV may go down as well as up.
  • You may lose all or part of your capital and there is no government or deposit insurance.
  • A non‑exhaustive list of key risk factors is set out in Section 11 of the YieldGuard White Paper, which you confirm you have read and understood.

7. Fees and Pricing

Base Streaming Fee

A tiered annual fee based on total vault TVL, streamed block-by-block:

  • 20 bps on TVL up to $100M
  • 15 bps on TVL from $100M to $250M
  • 12 bps on TVL from $250M to $500M
  • 8 bps on TVL from $500M to $1B
  • 5 bps on TVL above $1B

Volume & Loyalty Discounts

In addition to the base fee, marginal discounts apply based on investor balance and tenure in the vault, with a hard floor of 5 bps on the effective fee.

Exit Fee: A flat 1.5 bps (0.015%) fee applied to all withdrawals, rebated to remaining vault shareholders.

Additional fees (e.g., third-party wrapper fees) may apply as disclosed from time to time on the Website. Gas fees for blockchain transactions are borne by you. We may amend our fee schedule at any time with at least fourteen (14) days’ notice posted on the Website.

8. User Responsibilities and Prohibited Conduct

You agree not to:

  1. Use the Services for any illegal purpose, including money laundering or terrorist financing.
  2. Interfere with, disrupt or attack the Services, smart contracts or associated networks.
  3. Circumvent KYC, geographic or technological restrictions.
  4. Reverse‑engineer, decompile or otherwise attempt to discover the source code of the Website or smart contracts.

9. Intellectual Property

All content on the Website, including text, graphics, logos and software, is owned by or licensed to YieldGuard and protected under applicable intellectual‑property laws. Open‑source smart‑contract code is released under the licences stated in the relevant GitHub repositories and may be used subject to those licences.

10. Suspension and Termination

We may suspend or terminate your access to the Services immediately and without liability if:

  • We reasonably believe you have breached these Terms or applicable law;
  • A Guard contract pause is triggered due to oracle failure, NAV divergence or other risk event;
  • We are required to do so by a competent regulatory authority.

11. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW WE DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON‑INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, FREE OF VIRUSES, OR ERROR‑FREE.

12. Limitation of Liability

To the fullest extent permitted by law, neither YieldGuard nor its directors, officers, employees, agents or affiliates shall be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use or goodwill, arising from your use of or inability to use the Services, even if advised of the possibility of such damages. Our aggregate liability to you shall not exceed the total fees actually paid by you to YieldGuard in the twelve (12) months preceding the event giving rise to the claim.

13. Indemnity

You agree to indemnify, defend and hold harmless YieldGuard, its affiliates and their respective directors, officers and employees from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or related to your (i) use of the Website or Services, (ii) breach of these Terms, or (iii) violation of any applicable law or the rights of any third party.

14. Modifications to the Terms

We may modify these Terms at any time. Updated Terms will be posted on this page with a new “Last updated” date. Continued use of the Services after such posting constitutes your acceptance of the revised Terms.

15. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg, without regard to its conflict‑of‑laws principles. Any dispute shall be submitted to the exclusive jurisdiction of the courts of Luxembourg City.

16. Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. Entire Agreement

These Terms constitute the entire agreement between you and YieldGuard concerning the subject matter hereof and supersede any prior understandings or agreements (whether oral or written).

18. Contact

Questions, complaints or claims? Email us at legal@yieldguard.finance or write to YieldGuard GmbH, c/o YieldGuard Finance, Hachenburg, Germany.