Terms of Use

Last Updated: 19/05/2026

1. Introduction

These Terms of Use (these "Terms") govern your access to and use of the Covered Vaults (as defined below) curated by Corto Industries Limited, a company registered in the Cayman Islands ("Armitage", "we", "us", or "our"), and any related content, materials, data, documentation, or communications made available by us in connection with such Covered Vaults (collectively, the "Materials").

Armitage is not registered as a virtual assets services provider under the Virtual Asset (Services Provider) ACT ("VASP Act") with the Cayman Islands Monetary Authority ("CIMA") Armitage does not have specific authorisation or approval of the Covered Vaults from CIMA, the vault curation activities described herein, or any associated returns or risk profiles. CIMA does not supervise or endorse the Covered Vaults.

By depositing into, withdrawing from, or otherwise interacting with any Covered Vault, you acknowledge that you have read, understand, and agree to be bound by these Terms and any policies referenced herein (including our Privacy Policy) and accept such Terms as the binding agreement governing your use of Covered Vaults and Materials. If you do not agree to these Terms, you must not interact with any Covered Vault or any Materials.

Proposed configuration changes for any Covered Vault may be timelocked as specified in the applicable onchain configuration and/or the underlying Protocol. You acknowledge and agree that any such change will be effective after the applicable timelock period even if you did not review the onchain configuration while such change was pending.

These Terms supplement (and do not replace) the terms and policies imposed by any third-party interface, aggregator, wallet provider, blockchain network, or Protocol through which you access or interact with a Covered Vault; provided that, to the extent of any conflict between these Terms and such third-party terms with respect to the subject matter hereof, these Terms shall control as between you and us, to the maximum extent permitted by applicable law.

Nothing in these Terms or the Materials constitutes an invitation or inducement to engage in investment activity. Armitage is providing a technical service and does not provide investment management, asset management, investment advisory, fiduciary, brokerage, intermediary, money transmission, or custodial services in connection with any assets you deposit in a Covered Vault or in connection with these Terms or the Materials, and we do not hold or have custody of any such assets. Permitted cryptocurrencies shall be the only asset types supported by Armitage. The Materials are not directed at persons located in the United Kingdom or the United States and are not intended for distribution to, or use by, any person in any jurisdiction where such distribution or use would be contrary to applicable law or regulation.

IMPORTANT: These Terms contain a binding arbitration agreement. This affects your legal rights, including your right to bring claims in court. Please review Section 14 (Dispute Resolution) carefully.

2. Definitions

2.1. "Covered Vault" means any vault, strategy vault, or similar smart contract (including any successor, replacement, or migrated instance) that satisfies one or more of the following conditions:

(a) the vault's public-facing page on any Interface, application, website, or aggregator displays a link to, incorporates by reference, or otherwise references these Terms;

(b) the vault is identified or held out by us (including on any website we operate or any successor site) as curated, risk-configured, administered, or otherwise associated with us, whether through an onchain "curator" role, an equivalent onchain role, or an arrangement under which we select or constrain eligible allocation targets or risk parameters; or

(c) a message from the address that launched the smart contract indicates that these Terms govern the smart contract of the Covered Vault.

2.2. "Interface" means any website, application, aggregator, protocol interface, or other interface through which a Covered Vault may be accessed or that displays information regarding the Covered Vault. For the avoidance of doubt, Covered Vaults are accessed by users through third-party Protocol interfaces (and not through any transactional interface operated by Armitage). Armitage operates an informational website that provides Materials about Covered Vaults and directs users to the applicable Protocol interface for transactions.

2.3. "Protocol" means any blockchain-based or other distributed ledger protocol with which a Covered Vault may interact or to which a Covered Vault may allocate (directly or indirectly), including any associated smart contract, decentralised application, bridge, oracle, validator system, or other onchain or offchain infrastructure.

2.4. "Restricted Person" has the meaning given in Section 5.3.

2.5. "Armitage Website" means the informational website operated by Armitage that provides Materials about Covered Vaults, currently accessible at www.armitage.wintermute.com. The Armitage Website is not a transactional interface and does not enable deposits, withdrawals, or other interactions with Covered Vaults.

3. Nature of Covered Vaults and Associated Risks

Interacting with Covered Vaults involves three distinct layers of technology and risk, each with different responsible parties:

(a) Armitage's strategy parameters. Armitage establishes and publishes strategy parameters for Covered Vaults, including eligible allocation targets, risk constraints, fee configurations, and related settings. Armitage does not develop, deploy, audit, or maintain the Protocol smart contracts or the third-party Interfaces through which users interact with Covered Vaults.

(b) Protocol smart contracts. Covered Vaults are implemented by smart contracts deployed on third-party Protocols. These smart contracts execute transactions automatically according to their code. Armitage does not develop, deploy, audit, or maintain the Protocol smart contracts and is not responsible for their operation, security, or performance.

(c) Third-party Interfaces. Users access Covered Vaults through third-party Protocol interfaces to execute deposits, withdrawals, and other transactions. Armitage does not operate these transactional interfaces and is not responsible for their availability, accuracy, performance, or security. You bear the risk of all financial loss in connection with the use of any third-party Protocol interface.

You acknowledge and agree (a) that you are solely responsible for determining whether any Covered Vault is appropriate for your use, financial circumstances, risk tolerance, and technical capabilities, and (b) that you assume all risk associated with Covered Vaults and have conducted your own independent evaluation of each Covered Vault with which you may interact, including by regularly reviewing the relevant source code, onchain configuration, and underlying exposures on a continuing basis. You acknowledge and agree that we are not responsible for any losses, liabilities, costs, or damages that you may incur in connection with or as a result of such risks. Such risks include, without limitation, the following:

3.1. Smart Contracts.

Covered Vaults are implemented by smart contracts and are governed in each case by the code for the specific smart contract. Smart contracts are software code deployed on distributed networks that automatically execute predefined actions when specific conditions are met. All deposits, withdrawals, redemptions, and transfers are executed automatically by smart contracts submitting transactions to decentralised networks. We do not control the execution of these user-initiated transactions, and such transactions are generally irreversible. Smart contracts may contain bugs, errors, or vulnerabilities and may be configured in a manner that is not intended or expected, including with respect to roles and permissions.

3.2. Liquidity Constraints.

We do not guarantee withdrawal timing or that transactions executed by a Covered Vault in connection with your assets will be executed at any particular price or amount. Withdrawals, redemptions, and exits may be subject to liquidity-related mechanisms and restrictions in Covered Vaults or in Protocols. The availability and timing of withdrawals may also depend on prevailing liquidity conditions in underlying markets, good operation of underlying Protocols, and other factors beyond our control. Withdrawals, redemptions, and exits may be delayed or unavailable.

3.3. Interfaces.

Covered Vaults are accessed through third-party Interfaces that are operated by third parties and subject to third-party terms. We do not operate any transactional interface for the Covered Vaults.

3.4. Protocols.

Covered Vaults may interact with Protocols (including external protocols that are operated and maintained by third parties). Protocols are often experimental and involve significant risks, including risks related to bugs, vulnerabilities, hacks, cyberattacks, forks, consensus failures, volatility, regulatory changes, network congestion, third-party service outages, slashing, validator misconduct, bridge failures, and oracle failures. We are not responsible for the performance of any Protocol.

3.5. Onchain Configuration.

Although we may update Covered Vault strategy parameters from time to time, we are under no obligation to do so. Any updates or changes to the strategy parameters of a Covered Vault represent our publication of updated strategies taking into account developments that we believe are relevant. Strategy parameters are established on a general basis and are not based on, or tailored to, the personal circumstances or risk profile of any individual user. Changes to strategies may not always be made with advance notice (though in some cases changes will be subject to applicable timelocks). You agree that you are responsible for monitoring onchain activity and configuration on an ongoing basis and for determining whether to maintain, adjust, or withdraw your exposure. We do not provide financial or investment advice on the suitability of any strategy.

3.6. Risk of Financial Loss.

You understand that all Covered Vault activity involves financial risk. Any rewards are variable and not guaranteed. You may lose some or all of the assets you transfer to a Covered Vault. Any historical performance data concerning Covered Vaults are provided for illustrative purposes only and do not guarantee future performance. Any yield, APY, performance, or similar figure displayed by an Interface or the Armitage Website may be estimated, may change rapidly, and may not reflect net returns after deduction of fees, losses, slippage, liquidity constraints, or other costs or adverse events. We are not responsible for any losses resulting from inaccuracies on the Armitage Website.

3.7. Underlying Assets; Market and Network Risk.

Covered Vaults may have exposure to one or more underlying digital assets, which are subject to price volatility, liquidity fluctuations, and market dislocations. The value of your position may decline rapidly or become worthless. Digital assets may also be subject to risks arising from their underlying blockchain networks, including forks, validator failures, consensus changes, network congestion, denial-of-service attacks, or permanent chain failure. In the case of bridged, wrapped, or synthetic assets, additional risks may arise from bridge contracts, custodians, or counterparties.

3.8. Operational Risk.

Outcomes may be affected by actions or omissions of onchain roles (including any allocator, sentinel, guardian, or equivalent), including strategy constraints, incident response, and any automation. In the event of a security incident, smart contract exploit, or other emergency affecting a Covered Vault or an underlying Protocol, we may take emergency actions within the scope of our onchain permissions, including adjusting allocation parameters, adjusting caps, or removing markets. Any such actions are parameter adjustments applied uniformly to the Covered Vault as a whole. Such actions are taken on a best-efforts basis. We do not warrant that we will identify, predict, or mitigate any particular event or risk, or that any emergency response will be timely or effective. The fact that we may take emergency action in one instance does not create any duty or obligation to take similar action in any other instance.

3.9. Regulatory Risk.

The regulatory landscape for digital assets and decentralised finance is rapidly evolving and subject to significant uncertainty across various jurisdictions. Your interaction with a Covered Vault may be affected by new or changing laws, regulations, or interpretive guidance, which could impact the availability or legality of associated transactions or the value of associated assets. Regulatory action, including byCIMA or other authorities, may affect Armitage's ability to continue establishing or updating strategy parameters for Covered Vaults. In the event of a Regulatory action, we may take an immediate response within the scope of our onchain permissions, including adjusting allocation parameters, adjusting caps, or removing markets.

4. Nature of Our Role

4.1. Overview.

You acknowledge that our role in connection with Covered Vaults is limited to establishing and publishing strategy parameters, which includes curating, selecting, or constraining eligible allocation targets, risk parameters, fee configurations, and related settings for Covered Vaults through smart contract configuration and/or through onchain role permissions, as applicable. We provide a technical service only. Strategy parameters are established on a general basis and apply uniformly to all depositors in a given Covered Vault. We do not provide investment management, asset management, investment advisory, fiduciary, brokerage, intermediary, money transmission, or custodial services in connection with any assets you deposit in a Covered Vault, and we do not hold or have custody of any such assets.

4.2. Regulatory Status.

Armitage's registration as a company doing business in the Cayman Island does not constitute authorisation or approval of the Covered Vaults or the vault curation activities described herein. The Covered Vaults are not intended to constitute regulated products, a collective investment scheme, or an alternative investment fund under applicable law. Nothing in these Terms or the Materials should be construed as implying CIMA oversight, approval, or endorsement of the Covered Vaults.

4.3. Declaration of Interest; Conflicts.

You acknowledge that Wintermute and its affiliates are active participants in digital asset markets, including as liquidity providers, proprietary traders, and counterparties. Wintermute and its affiliates may, at any time and without notice to you:

(a) trade in, provide liquidity to, or take proprietary positions in the same digital assets, lending markets, liquidity pools, or Protocols to which Covered Vaults allocate;

(b) adopt strategies or positions that are different from, or contrary to, the strategies published through the Covered Vaults;

(d) earn fees, rebates, incentives, or other compensation from Protocols, networks, or counterparties in connection with activities that may affect the performance of a Covered Vault.

You understand and agree that we have no obligation to disclose the specific nature, timing, or extent of any such activities, and that we are not responsible for any conflicts of interest that may arise. The existence of these activities does not create any fiduciary, advisory, or other special relationship between you and us.

4.4. No Custody.

Covered Vaults provide a non-custodial means to interact with various Protocols. When you deposit assets into a Covered Vault, you receive vault shares. You are solely responsible for the custody and disposition of your vault shares. You acknowledge that Covered Vaults are entirely self-custodial and that we do not have possession, custody, or control of your digital assets, vault shares, wallet, private keys, or seed phrases, and cannot unilaterally reverse, cancel, or modify any user-initiated transaction on a Covered Vault or Protocol. You are solely responsible for safeguarding your wallet, seed phrases, private keys, approvals/allowances, and transaction parameters.

4.5. No Advisory Relationship.

All Covered Vaults, related parameters, and Materials are published for information purposes only. The information provided through our publication of the Covered Vaults, related parameters, and Materials is general and impersonal, and is not tailored to your individual circumstances. This information does not constitute personalised investment advice, or investment advice in general, and you should not act upon it without consulting a qualified professional adviser. We are not acting as your investment adviser, broker-dealer, commodity trading adviser, or similar regulated adviser or intermediary. We do not provide investment, financial, legal, regulatory, or tax advice, and no communication or information provided by us shall be construed as such advice.

4.6. No Best Execution or Similar Duties.

To the maximum extent permitted by law, we disclaim any duty of best execution, any duty to obtain best pricing, any duty relating to order handling or routing, and any duty regarding the timing, selection, or prioritisation of transactions involving Covered Vaults or any Covered Vault's underlying venue or Protocol. Any figures displayed by an Interface or the Armitage Website (including "expected" amounts, APY, or exchange rates) may be estimates and are not guarantees.

4.7. Other Relationships.

Nothing in these Terms, and no conduct of the parties, shall be deemed to create any client, advisory, agency, partnership, joint venture, fiduciary, employment, management, or franchise relationship between you and us. Neither party has authority to bind the other in any manner.

5. Eligibility, Representations, and Warranties

Each time you interact with a Covered Vault, you represent, warrant, and covenant as follows:

5.1. Eligibility.

5.2. Compliance with Law.

You are and will be in compliance with all laws and regulations applicable to you and your interactions with the Covered Vaults. You will not use any Covered Vault or Materials for any unlawful, unauthorised, or improper purpose, including activities related to money laundering, terrorist financing, fraud, sanctions evasion, market manipulation, dissemination of malicious code, or attacks or exploits against smart contracts or networks. You are solely responsible for the activity of any artificial intelligence-based agents you deploy which access Covered Vaults or Materials.

5.3. Restricted Persons.

You represent and warrant that you are not a "Restricted Person", meaning any person who:

(a) is identified on, or owned or controlled (directly or indirectly) by any person identified on, any sanctions-related list of designated persons maintained by the United Kingdom (including HM Treasury's Office of Financial Sanctions Implementation), the United States (including OFAC), the United Nations, or the European Union (each, a "Sanctions Authority");

(b) is otherwise the subject of sanctions administered or enforced by any Sanctions Authority;

(c) is located, organised, or ordinarily resident in any jurisdiction that is subject to comprehensive country-wide or territory-wide sanctions or embargoes imposed by a Sanctions Authority;

(d) is located in, ordinarily resident in, incorporated in, or accessing the Covered Vaults or Materials from the United Kingdom or United States (see Section 5.4 below); or

(e) is located in any other jurisdiction where access to or use of Covered Vaults would be prohibited by, or would impose registration, licensing, or other regulatory requirements on us under, applicable local law.

5.4. Access Restriction.

Access to and use of the Covered Vaults is not permitted for persons located in, ordinarily resident in, or accessing the Covered Vaults or Materials from the United Kingdom or the United States. Armitage employs geo-blocking and other technical measures on the Armitage Website to restrict access from the United Kingdom; however, because Covered Vaults are accessed through third-party Protocol Interfaces that Armitage does not control, Armitage cannot guarantee that such access is technically impossible at all points. Any interaction with a Covered Vault by a Restricted Person, including through circumvention of geo-blocking measures or through third-party Interfaces, constitutes a breach of these Terms.

5.5. Technical Capability.

You have the technical knowledge to understand and competently evaluate the risks of using and engaging with Covered Vaults and Protocols, including a functional knowledge of the usage and intricacies associated with digital assets, digital asset platforms, blockchain technology, and decentralised finance.

5.6. Source of Funds.

No funds or digital assets used by you in connection with the Covered Vaults are or will be derived from money laundering, terrorist financing, or any other unlawful activity.

5.7. Conditional Application of Securities Law Provisions.

This Section 5.7 applies solely if and to the extent that any Covered Vault, vault share, token, or transaction facilitated by a Covered Vault is determined by a court, regulator, or other competent authority to constitute a "security" or analogous regulated instrument under any applicable law (each, a "Security Interest"). For the avoidance of doubt, nothing in this Section or these Terms shall be construed as an admission or concession that any Security Interest constitutes a security or that any offer or sale of securities has occurred.

To the extent this Section applies:

(a) If you are a U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended), you represent that you are an accredited investor (as defined in Rule 501(a) of Regulation D), are acquiring any Security Interest for investment purposes only, and will not offer, sell, or transfer any Security Interest except pursuant to an effective registration statement or available exemption under the Securities Act.

(b) If you are a non-U.S. person, you represent that you are participating in any transaction involving a Security Interest in an offshore transaction (as defined in Regulation S), are physically located outside the United States, and will not engage in directed selling efforts in the United States.

(c) Under the laws of the United Kingdom or any member state of the European Union, you represent that you qualify as a professional client, eligible counterparty, or equivalent classification, and are not a retail client or retail investor for the purposes of the UK Financial Services and Markets Act 2000, the Markets in Financial Instruments Directive (2014/65/EU), or any implementing legislation.

6. Fees and Costs

6.1. Vault Fees.

Covered Vaults may impose fees, including management fees, performance fees, and other expenses (collectively, "Vault Fees"). Vault Fees (including rates, calculation methodologies, accrual mechanics, and recipient addresses) are determined and implemented by the Covered Vault's smart contracts and the applicable onchain configuration, and may change from time to time through onchain actions authorised by the relevant permissions. You are solely responsible for reviewing the applicable onchain configuration to understand and monitor applicable Vault Fees.

6.2. Network and Third-Party Fees.

Protocols typically require payment of network fees (including "gas"), which are determined by the applicable network and are generally non-refundable. In addition to Vault Fees, Protocols may impose further fees, spreads, slippage, or costs. We do not control network fees or Protocol fees.

6.3. No Offchain Fee Arrangements.

Except to the extent implemented onchain (or expressly set forth in a separate written agreement executed by us), we make no commitment regarding fee rebates, waivers, holidays, or special arrangements, and no offchain statement shall be binding on us.

7. Taxes

You are solely responsible for determining and satisfying any tax obligations arising from your use of Covered Vaults, including reporting and paying any applicable income, capital gains, VAT, sales, or other taxes. The legal and tax treatment of transactions facilitated by Covered Vaults may be uncertain or evolving. We are not responsible for determining, reporting, or remitting your taxes. Nothing in these Terms or the Materials constitutes tax advice.

8. Intellectual Property

8.1. Ownership.

All intellectual property rights in and to the Materials, the Armitage Website, and any related content are and shall remain our exclusive property (or the property of our licensors). You are granted no rights or licences except as expressly set forth in these Terms.

8.2. Limited Licence.

Subject to your continued compliance with these Terms, we grant you a personal, worldwide, revocable, non-exclusive, and non-transferable licence to access and use the Materials solely in connection with your permitted use of the Covered Vaults.

8.3. Restrictions.

You agree not to copy, reproduce, modify, distribute, create derivative works of, reverse engineer, decompile, or disassemble any Materials, or use any data mining, scraping, or similar data extraction methods on any Materials or the Armitage Website, except to the extent expressly permitted under applicable law or with our prior written consent.

8.4. Feedback.

If you provide us with any feedback in connection with a Covered Vault or Materials, you hereby grant us a non-exclusive, royalty-free, perpetual, irrevocable, sublicensable right to use, reproduce, modify, distribute, and otherwise exploit that feedback without restriction or obligation.

8.5. Generalised Knowledge.

You acknowledge and agree that we may use and retain all generalised knowledge, experience, know-how, techniques, insights, and expertise acquired or developed in the course of establishing, publishing, or updating strategy parameters for Covered Vaults, including for the benefit of our proprietary trading, market-making, and other business activities, provided that we do not disclose your individual transaction data in a manner that directly identifies you except as required by applicable law.

9. Content and Communications

All content provided in connection with the Covered Vaults, including on the Armitage Website, blog posts, data, articles, social media posts, Discord or Telegram messages, dashboards, analytics pages, and third-party integrations, is provided for informational purposes only and does not constitute financial, investment, legal, regulatory, or tax advice. While we aim to keep content accurate and up to date, it may become outdated or change without notice. No content published by us or on our behalf, whether on the Armitage Website or any other channel, creates any binding commitment, warranty, or guarantee beyond what is expressly set forth in these Terms.

References to specific digital assets, Protocols, or yield figures are informational only and do not constitute recommendations or offers. Content may include forward-looking statements that are subject to uncertainty and are not guarantees of future performance.

10. Modifications, Suspension, or Termination

We may, in our sole and absolute discretion, modify, substitute, suspend, or discontinue any aspect of any Covered Vault's strategy parameters, or support for and access to Covered Vaults at any time, with or without notice, subject in all cases to the limitations, permissions, and constraints imposed by the applicable smart contracts and underlying Protocols (including any timelocks or governance mechanisms). To the extent technically possible, we may limit, suspend, or terminate your access to the Armitage Website or to information about one or more Covered Vaults if we believe it is commercially reasonable or necessary due to a breach of these Terms, legal, regulatory, financial, or reputational concerns, security risks, or operational needs. You acknowledge that because Covered Vaults are accessed through third-party Protocol Interfaces, Armitage's ability to prevent direct smart contract interaction is limited to the scope of its onchain permissions. We shall have no liability to you for any modification, suspension, or termination of any Covered Vault's strategy parameters, the Armitage Website, or your access thereto.

11. Disclaimers

11.1. As-Is; No Warranties.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COVERED VAULTS AND THE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT ANY COVERED VAULT OR MATERIALS WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, SECURE, UNINTERRUPTED, OR ERROR-FREE.

11.2. Regulatory Characterisation.

YOU ACKNOWLEDGE THAT THE REGULATORY CHARACTERISATION OF COVERED VAULTS, VAULT SHARES, TOKENS, AND TRANSACTIONS FACILITATED BY COVERED VAULTS MAY BE UNCERTAIN AND MAY VARY BY JURISDICTION. IT IS ARMITAGE'S POSITION THAT COVERED VAULTS AND VAULT SHARES ARE NOT INTENDED TO CONSTITUTE SECURITIES OR ANALOGOUS REGULATED FINANCIAL INSTRUMENTS UNDER ANY APPLICABLE LAW. HOWEVER, IN THE EVENT THAT ANY COVERED VAULT, VAULT SHARE, TOKEN, OR TRANSACTION IS DETERMINED BY A COMPETENT AUTHORITY TO CONSTITUTE A SECURITY OR OTHER REGULATED INSTRUMENT, YOU AGREE THAT WE SHALL NOT BE HELD LIABLE FOR ANY RESULTING LOSSES, AND WE RESERVE THE RIGHT TO DISCONTINUE ANY AFFECTED COVERED VAULT AT ANY TIME WITHOUT PRIOR NOTICE.

11.3. No Security Assurance.

Any reference to audits, reviews, monitoring, risk frameworks, or security practices is informational only and does not constitute a guarantee of security, correctness, or loss prevention.

11.4. Third-Party Content.

We make no representations regarding, and disclaim any responsibility for, the content, products, or services of any third parties, including Protocols, networks, applications, wallets, or Interfaces through which you may access a Covered Vault. Your use of any third-party services is at your own risk and subject to the terms and conditions of those third parties.

12. Limitation of Liability

12.1. Exclusion of Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, OR OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR DIGITAL ASSETS, ARISING OUT OF OR IN CONNECTION WITH ANY COVERED VAULT, MATERIALS, OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2. Aggregate Liability Cap.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY COVERED VAULT, MATERIALS, OR THESE TERMS SHALL NOT EXCEED THE TOTAL VAULT FEES ACTUALLY RECEIVED BY US FROM YOUR DEPOSITS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WHERE DAMAGES ARE CALCULATED BY REFERENCE TO THE VALUE OF DIGITAL ASSETS, THE LOWEST VALUE OF THE RELEVANT ASSET BETWEEN THE TIME OF THE EVENT GIVING RISE TO THE CLAIM AND THE DATE OF ANY AWARD OR SETTLEMENT SHALL BE USED.

12.3. Basis of Bargain.

You acknowledge that the limitations and exclusions set forth in this Section are a fundamental basis of the bargain between you and us, and that we would not provide access to the Covered Vaults without these limitations.

12.4. Mandatory Law Carve-Out.

Nothing in these Terms excludes or limits our liability for (a) death or personal injury caused by our negligence, (b) fraud or fraudulent misrepresentation, or (c) any other liability that cannot be excluded or limited under applicable mandatory law.

13. Indemnification

13.1. Indemnity.

You shall defend, indemnify, and hold harmless us and our affiliates and all of our and their respective directors, officers, employees, contractors, agents, service providers, representatives, successors, and assigns (collectively, the "Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, investigations, liabilities, damages, losses, judgments, penalties, fines, costs, and expenses (including legal fees and expenses) arising out of or relating to:

(a) your breach of these Terms;

(b) your violation of any applicable law, regulation, sanctions requirement, or third-party right;

(d) any allegation that any digital assets used by you were derived from unlawful activity;

(e) any dispute between you and any third party (including any Interface operator or wallet provider) relating to your use of a Covered Vault;

(f) any claim that any Covered Vault, vault share, token, or transaction constitutes a security or regulated instrument under applicable law;

(g) any misuse, attempted exploitation, or manipulation by you or on your behalf that adversely affects a Covered Vault or any third party;

(h) your negligence or wilful misconduct;

(i) any misrepresentation regarding your eligibility or your compliance with Section 5 of these Terms; or

(j) any other acts or omissions in connection with the transactions contemplated hereunder and/or these Terms.

13.2. Defence and Settlement.

We may, at our option (but at your cost), assume the defence of any matter subject to indemnification, and you agree to cooperate fully with us. You shall not settle any claim in a manner that imposes any obligation, admission, or liability on any Indemnitee without our prior written consent.

14. Amendments

We may modify these Terms at any time by posting an updated version at the location where these Terms are maintained (including on the Armitage Website or any successor location) or by updating the link referenced on applicable Interfaces. Unless otherwise stated, updated Terms are effective upon posting. Your continued interaction with any Covered Vault or Materials after updated Terms become effective constitutes acceptance of the updated Terms. We encourage you to review these Terms periodically.

15. Dispute Resolution

15.1. Governing Law.

These Terms and any dispute, claim, or controversy arising out of or in connection with these Terms (including as to the validity, performance, interpretation, or enforcement of the Terms), any Covered Vault, or Materials (each, a "Dispute"), shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of laws principles.

15.2. Informal Resolution.

Before initiating any formal proceedings, the party raising a Dispute shall first provide written notice to the other party describing the nature of the Dispute and the relief sought. The receiving party shall have thirty (30) days from receipt of such notice to respond. The parties shall use reasonable efforts to resolve the Dispute through good faith negotiation during a period of sixty (60) days from the date of the initial notice. If the Dispute remains unresolved after such sixty-day period, either party may proceed to arbitration in accordance with Section 15.3. Notices under this Section shall be sent to the addresses specified in Section 18.1.

15.3. Arbitration.

Except as expressly provided in Section 15.5, any Dispute that is not resolved pursuant to Section 15.2 shall be referred to and finally resolved by arbitration administered by the London Court of International Arbitration ("LCIA") under the LCIA Arbitration Rules as then in effect, which rules are deemed incorporated by reference into this Section.

(a) Seat; Language; Arbitrator. The seat of arbitration shall be London, England. The arbitration shall be conducted in English before a sole arbitrator appointed in accordance with the LCIA Rules. The arbitrator may award any relief that would be available from a court of competent jurisdiction.

(b) Confidentiality. The parties agree that the arbitration proceedings, all materials submitted in connection therewith, and all awards shall be kept confidential, except to the extent that disclosure is required by applicable law, regulatory obligation, or for the enforcement of any award.

(c) Costs. The arbitrator shall have the power to award costs (including legal fees) against the unsuccessful party. In the absence of any such award, each party shall bear its own costs.

15.4. Class Action Waiver.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE AGREE THAT EACH MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, WHETHER IN ARBITRATION, IN COURT, OR OTHERWISE.

15.5. Injunctive Relief and Excluded Claims.

Either party may seek temporary or preliminary injunctive or other interim relief from the High Court of Justice of England and Wales (or any other court of competent jurisdiction) to prevent imminent, irreparable harm pending the constitution of an arbitral tribunal. In addition, we may bring claims relating to intellectual property infringement, misuse, or unauthorised access in a court of competent jurisdiction.

15.6. Forum for Non-Arbitrable Disputes.

If a Dispute is not subject to arbitration under this Section 15, or if the arbitration agreement is found unenforceable, the Dispute shall be brought exclusively in the courts of England and Wales, and you consent to the exclusive jurisdiction and venue of such courts.

15.7. Jury Trial Waiver.

To the extent applicable in any jurisdiction, you and we each waive any right to a trial by jury in any action or proceeding relating to any Dispute.

16. Force Majeure

We shall not be liable for any delay or failure to perform any obligation under these Terms if and to the extent that such delay or failure is caused by events beyond our reasonable control, including without limitation: acts of God, natural disasters, pandemic or epidemic, war, terrorism, riots, civil unrest, government actions, cyberattacks, distributed denial-of-service attacks, blockchain network failures or congestion, smart contract exploits by third parties, failure of third-party infrastructure or Protocols, power outages, telecommunications failures, or changes in applicable law or regulation. For the duration of any such event, our obligations under these Terms shall be suspended without liability.

17. Data Protection and Privacy

To the extent that you provide any personal data to us or that we collect personal data in connection with your access to the Armitage Website or Materials (including through analytics, geo-blocking tools, or device/IP data collection), we will process such personal data in accordance with our Privacy Policy and applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Our Privacy Policy describes the categories of personal data we collect, the purposes for which we process such data, your rights in respect of your personal data, and the legal bases for processing.

18. Miscellaneous

18.1. Notices.

We may provide notices in connection with these Terms by posting updates on the Armitage Website or by other reasonable means. Notices to us must be sent to armitage@wintermute-trading.com, or such other address as we may designate from time to time.

18.2. Assignment.

You may not assign these Terms without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, reorganisation, sale of assets, or similar transaction. Any assignment of these terms by you without our prior written consent shall be null and void.

18.3. Entire Agreement.

These Terms and any policies referenced herein (including our Privacy Policy) constitute the entire agreement between you and us regarding their subject matter and supersede all prior or contemporaneous communications, representations, or understandings, except as expressly superseded by a separate written agreement executed by us.

18.4. Severability.

If any provision of these Terms is held invalid or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

18.5. No Waiver.

No failure or delay by us to enforce any provision of these Terms constitutes a waiver of that provision. Any waiver must be in writing and signed by us.

18.6. Third-Party Beneficiaries.

Except for the Indemnitees (who shall be entitled to enforce Section 13 pursuant to the Contracts (Rights of Third Parties) Act 1999), no person or entity who is not a party to these Terms shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.

18.7. Survival.

Sections 3 (Risks), 4 (Nature of Our Role), 6 (Fees), 7 (Taxes), 8 (Intellectual Property), 9 (Content and Communications), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 15 (Dispute Resolution), 16 (Force Majeure), 17 (Data Protection), and this Section 18 (Miscellaneous) shall survive any termination or expiration of these Terms.

18.8. Interpretation.

Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." References to "applicable law" include any statute, regulation, rule, order, or guidance having the force of law in any relevant jurisdiction.

18.9. Language.

These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall prevail in the event of any inconsistency.

18.10. Company Information.

Corto Industries Limited is registered in the Cayman Islands. Registered office address: PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Contact: armitage@wintermute-trading.com