Tharwa Finance

These terms of service, together with any documents and additional terms they expressly incorporate by reference, which includes any applicable Product Specific Terms (as defined below) and any other terms and conditions or other agreement that Tharwa Finance and/or its associated entities ("Tharwa," "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"), are entered into between Tharwa and you concerning your use of, and access to, Tharwa's websites, including tharwa.finance and app.tharwa.finance, and Tharwa's web applications, mobile applications, GitBook documentation, and all associated sites linked thereto by Tharwa 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).

THESE TERMS ARE SEPARATED INTO TWO PARTS:

(A) PART I OF THESE TERMS SETS OUT THE GENERAL TERMS THAT APPLY TO THE SITE AND THE SERVICES ("GENERAL TERMS"); AND

(B) PART II OF THESE TERMS SETS OUT THE PRODUCT SPECIFIC TERMS (AS DEFINED IN THE PARAGRAPH DIRECTLY BELOW). Unless otherwise specified, all references to Sections in these Terms are references to Sections in the General Terms.

NOTICE REGARDING PRODUCTS AND PROTOCOLS.

The Services may provide you the ability to access certain decentralized financial products, smart contracts, and liquidity protocols. For example, Tharwa may enable you to mint, stake, or redeem digital assets; participate in liquidity pools; or acquire asset-backed certificates. Each product may be subject to additional terms that are specific to that product, including the Product Specific Terms that are described in Part II of these Terms (the "Product Specific Terms"). Tharwa provides access to these services for convenience only. You are solely responsible for your use of, and interactions with, any protocol, smart contract, or third-party service, and you are solely responsible for reviewing and complying with any and all applicable eligibility, legal, and Shariah-compliance requirements based on your personal circumstances. If you use or otherwise interact with any product or service, you do so at your own risk. You expressly relieve Tharwa from any and all liability arising from any noncompliance with applicable requirements or your use of any products or services. Entering into bilateral or decentralized transactions (including smart contract based transactions) involving digital assets is inherently risky and any such activities or transactions are done at your own risk. You acknowledge and agree that Tharwa 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, settlement or clearing of decentralized blockchain transactions occurs directly on the applicable blockchain and that Tharwa is not involved in or responsible for any such activity.

By clicking "I agree" (or similar language) to these Terms, acknowledging these Terms by other means, connecting your digital wallet to the Site, 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, and acknowledge that you have read and understood our Privacy Policy as further described in Section 15.1. 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 and elsewhere in these Terms in their entirety before accessing or using any software, services, or other offerings developed, owned or otherwise made available by Tharwa. These Terms set forth important details about the legal obligations associated with your use of the Services.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER IN SECTION 14 THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 14, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING WITHOUT LIMITATION ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.

PART I: General Terms

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 ability to connect a compatible digital wallet, access to certain decentralized financial services operated by Tharwa, including but not limited to the minting, staking, and redemption of digital assets, participation in liquidity pools, and access to asset-backed strategies (collectively, "Services").

2.2 Conditions.

As a condition to accessing or using the Services or the Site, you represent and warrant to Tharwa 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 any jurisdiction where the use of the Services is prohibited by law or regulation;
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 Tharwa, 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, including money laundering or terrorist financing.

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; (c) causes beyond Tharwa's control or that Tharwa 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 Tharwa may apply changes, replace, or discontinue (temporarily or permanently) the Services at any time in its sole discretion;
2.3.4 the information provided on the Site is for informational purposes only and does not represent an offer, a solicitation of an offer, or any investment, legal, or Shariah advice;
2.3.5 Tharwa does not act as an agent, custodian, or fiduciary for you or any other user of the Site or the Services in a traditional financial sense; our role is as a protocol developer and operator;
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 via your private keys;
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 or third-party protocols, then you bear the entire risk.

2.4

As a condition to accessing or using the Services or the Site, you covenant to Tharwa 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 out actions using such digital assets;
2.4.4 in addition to complying with all restrictions, prohibitions, and other provisions of these Terms, you will, at all times, (a) ensure that all information that you provide on the Site and during your use of the Services is current, complete, and accurate; and (b) maintain the security and confidentiality of your private keys, seed phrases, passwords, and other credentials associated with your digital wallet and Services interactions.

3. Fees and Price Estimates

In connection with your use of the Services, you are required to pay all necessary blockchain network fees (e.g., "gas" fees), including transaction costs. Tharwa may also charge service-based fees for specific products (e.g., management fees, performance fees, redemption fees), which will be clearly disclosed prior to your use of the relevant Service. Although we attempt to provide accurate fee information, any estimates reflect our estimates, which may vary from the actual fees paid.

4. No Professional Advice or Fiduciary Duties

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 of any kind, including financial, investment, legal, tax, or Shariah 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. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from qualified and licensed individuals in the relevant areas. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

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. 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, anti-terrorist financing laws, sanctions programs, or tax laws;
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; use of Tharwa's intellectual property, name, or logo, including use of Tharwa's trade or service marks, without express consent from Tharwa or in a manner that otherwise harms Tharwa; any action that implies an untrue endorsement by or affiliation with Tharwa;
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 Tharwa employs on the Site, including, without limitation, through the use of a VPN;
5.6 use any robot, spider, crawler, scraper, 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, logic bomb, drop-dead device, 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 Tharwa, 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 harass, abuse, or harm another person or entity, including Tharwa's contributors and service providers; impersonate another user of the Services or otherwise misrepresent yourself;
5.11 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; or
5.12 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 Tharwa, 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 Tharwa names, logos, and other marks used on the Site or as a part of the Services are trademarks owned by Tharwa, its affiliates, or its applicable licensors. You may not copy, imitate, or use them without the prior written consent of Tharwa 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. Third-Party Services

The Services may enable you to access or view links to other World Wide Web or accessible sites, applications, or resources, and may enable you to access, download or otherwise interact with content, services, applications and/or resources provided by third parties (for example, eligible crypto wallet providers, decentralized exchanges, and blockchain networks) that are not owned or controlled by Tharwa (collectively, "Third-Party Services"), and certain functionality of the Service may require you to register for or otherwise use Third-Party Services. You acknowledge and agree that Tharwa is not responsible for the availability of such Third-Party Services, and that Tharwa does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such Third-Party Services. You further acknowledge and agree that Tharwa 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 Third-Party Services, including without limitation your use of or reliance on any content, goods, or services available on or through any Third-Party Services.

YOUR ACCESS TO AND/OR USE OF ANY THIRD-PARTY SERVICE, INCLUDING BUT NOT LIMITED TO ANY INTERACTION OR TRANSACTION BY YOU WITH, ON OR THROUGH ANY THIRD-PARTY SERVICE, IS SUBJECT TO THE APPLICABLE THIRD-PARTY SERVICE'S TERMS AND CONDITIONS AND/OR ANY OTHER TERMS MADE AVAILABLE ON OR AGREED TO BY YOU IN CONNECTION WITH SUCH THIRD-PARTY SERVICE, AND ANY TRANSACTION AND/OR INTERACTION BY YOU WITH, ON OR THROUGH A THIRD-PARTY SERVICE IS SOLELY BETWEEN YOU AND THE APPLICABLE THIRD PARTY. IF YOU ACCESS OR USE A THIRD-PARTY SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS DO NOT APPLY TO YOUR USE OF SUCH THIRD-PARTY SERVICE. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF OR RELIANCE ON ANY THIRD-PARTY SERVICE.

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, for security, compliance, operational, or market reasons. 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 and stablecoins; and systems that interact with blockchain-based networks. Tharwa does not own or control any of the underlying software through which blockchain networks are formed. By using the Services, you acknowledge and agree (a) that Tharwa 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) and seed phrase. 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 your digital assets on the blockchain. Neither Tharwa nor any other person or entity will be able to retrieve or protect your digital assets.

10.2

The Services and your digital assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of Tharwa 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 Tharwa-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 blockchain-based networks remain 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 blockchain networks may be variable and may increase at any time causing impact to any activities taking place on the 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 Tharwa 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 information distributed via the Site.

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.

10.8

Use of the Services, in particular for digital asset transactions and entering into yield-generating strategies (e.g., staking, liquidity pools, bonds), may carry substantial 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 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 any 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. Notwithstanding 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 Tharwa 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 Shariah and Ethical Finance Risks.

You acknowledge that Tharwa structures its products with the goal of adhering to Islamic ethical principles (e.g., avoiding Riba (interest), Gharar (excessive uncertainty)). However: (a) Tharwa is not a Shariah advisory firm for individuals; (b) products are developed under a Shariah Supervisory process but are not currently individually certified; (c) determining the permissibility of any investment under Shariah law is your personal responsibility, and you should consult your own advisor; (d) returns are derived from real economic activity and shared as profit, not guaranteed interest, and carry the risk of loss (Ghunm bil Ghurm); and (e) any incidental non-halal income identified is purified (Tasfiya) and donated to charity, which may affect your net returns.

10.12 Real-World Asset (RWA) Risks.

Certain Services involve exposure to real-world assets (e.g., sukuk, real estate, trade finance). You acknowledge the additional risks, including but not limited to: (a) credit and default risk of underlying obligors; (b) illiquidity of underlying assets; (c) custody and counterparty risk of third-party custodians or servicers; (d) legal and regulatory risks specific to the jurisdiction of the underlying asset; and (e) the potential for inaccuracies in reporting or valuation of off-chain assets.

10.13

You hereby assume, and agree that Tharwa 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 Tharwa, 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 Tharwa, 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; (b) digital assets associated with your blockchain address; (c) any feedback or user content you provide to Tharwa, 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, Tharwa (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Tharwa wishes to settle, and if so, on what terms, and you agree to corporate with Tharwa in the defense.

12. Disclosures; Disclaimers

THARWA IS A DEVELOPER OF SOFTWARE AND DECENTRALIZED FINANCIAL PROTOCOLS. THARWA DOES NOT OPERATE A CUSTODIAL WALLET SERVICE, A DIGITAL ASSET EXCHANGE, OR A REGISTERED BROKER-DEALER, INVESTMENT ADVISOR, OR SHARIAH ADVISORY FIRM. THARWA PROVIDES A NON-CUSTODIAL PROTOCOL FOR USERS TO INTERACT WITH SMART CONTRACTS. ANY TRANSACTIONS ARE EXECUTED PEER-TO-PEER OR DIRECTLY BETWEEN THE USER'S WALLET AND THE PROTOCOL'S SMART CONTRACTS. YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE LAWS THAT GOVERN YOUR USE OF THE SERVICES.

THARWA DOES NOT OWN OR CONTROL THE UNDERLYING SOFTWARE PROTOCOLS OF THIRD-PARTY BLOCKCHAINS OR DECENTRALIZED APPLICATIONS. IN GENERAL, THE SOFTWARE UNDERLYING THESE SYSTEMS IS OPEN SOURCE, AND ANYONE CAN USE, COPY, MODIFY, AND DISTRIBUTE IT. THARWA IS NOT RESPONSIBLE FOR THE OPERATION OF THESE PROTOCOLS, AND THARWA 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 THARWA'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 MADE AVAILABLE BY OR ON BEHALF OF THARWA, 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 THARWA 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 THARWA'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 THARWA AND LIMITS HOW YOU CAN SEEK RELIEF FROM THARWA.

This Section 14 (this "Arbitration Provision") applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, and enforceability thereof; (b) access to or use of the Site or the Services; (c) any transactions through, by, or using the Site or the Services; or (d) any other aspect of your relationship or transactions with us, directly or indirectly, as a visitor to or user of the Site or the Services (each, a "Claim," and, collectively, "Claims"). This Arbitration Provision applies, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms. You and Tharwa agree that any dispute arising out of or related to these Terms, the Site or the Services is personal to you and Tharwa 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. Except as otherwise set forth in these Terms, the FAA (as defined in Section 15.7) governs the interpretation and enforcement of this Arbitration Provision.

14.2 Right to Opt Out.

You have the right to opt out of this Arbitration Provision by sending written notice of your decision to opt out to the contact email provided on our website within 30 days after you first accept these Terms. Your notice must include your full legal name and address and an unequivocal statement of your intention to opt out of this Arbitration Provision. Opting out of this Arbitration Provision does not affect (a) the binding nature of any other part of these Terms, including the provisions regarding controlling law or the courts in which any disputes must be brought; or (b) any other arbitration agreements that you may currently have, or may enter in the future, with us.

14.3 Dispute Resolution Process.

For any Claim, you agree that you will first contact us at the contact email provided on our website and attempt to resolve the Claim with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by JAMS before a single arbitrator (the "Arbitrator"), under the applicable JAMS rules, except as provided herein. JAMS may be contacted at www.jamsadr.com. In the event of any conflict between the Rules and this Arbitration Provision, this Arbitration Provision will control. The seat of the arbitration shall be as specified in Section 15.7, and the language of the arbitration shall be English. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party will bear their own attorneys' fees and costs in any action subject to this Arbitration Provision; and the rule that the prevailing or substantially prevailing party be reimbursed attorneys' fees and costs will not apply with respect to the arbitration or otherwise. 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 these Terms in the courts referred to in this Section 14.3.

14.4 Class Action / Jury Trial Waiver.

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 THARWA 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.

14.5 Equitable Relief.

NOTHING IN THIS ARBITRATION PROVISION WILL BE DEEMED AS: PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, CONFIDENTIAL INFORMATION, OR INTELLECTUAL PROPERTY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN A SMALL CLAIMS COURT, PROVIDED THAT YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.

14.6 Severability.

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 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 the contact email provided on our website.

15.3 Remedies.

Any right or remedy of Tharwa 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 Tharwa 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, or the failure or unavailability of any blockchain network.

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 jurisdiction where the relevant Tharwa entity operates, as specified on the Site or in project documentation (e.g., the British Virgin Islands or the United Arab Emirates), without regard to its conflicts of laws rules. Notwithstanding the preceding sentence, the Federal Arbitration Act (9 U.S.C. §§ 1-16) ("FAA") governs the interpretation and enforcement of the Arbitration Provision and preempts all state laws (and laws of other jurisdictions) to the fullest extent permitted by Applicable Laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights or other proprietary rights, including any provisional relief required to prevent irreparable harm, in any court having jurisdiction. For any other proceeding that is not subject to arbitration under these Terms, the courts located in the applicable governing jurisdiction 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 Tharwa, and supersede all prior and contemporaneous understandings between you and Tharwa regarding the Site and the Services. For clarity, these Terms shall apply regardless of any separate agreements that you may have entered into in connection with an acquisition of tokens made available by Tharwa (including, without limitation, TRWA), and any such other agreements shall remain in full force and effect.

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.

PART II: Product Specific Terms

The Product Specific Terms below are additional terms that apply to your access to and use of the specific products identified below. The Product Specific Terms are incorporated by reference into and form a part of the Terms. Any capitalized terms not defined in the Product Specific Terms have the meanings set forth above. In the event of any conflict between a provision in the General Terms and any applicable Product Specific Terms, the provision in the applicable Product Specific Terms will govern.

thUSD Stable Token Terms

The thUSD token ("thUSD") is an asset-referenced stable token targeting 1:1 redemption.

1. Nature and Redemption

1.1 thUSD is a fungible ERC-20 compatible token. It represents beneficial participation rights and is not a debt obligation, deposit, or guaranteed liability of Tharwa.

1.2 Tharwa targets maintaining a 1:1 redemption value between thUSD and its base collateral (e.g., USDC). However, this parity is not guaranteed at all times and may be affected by market conditions, liquidity, and the performance of underlying assets.

2. Minting and Redemption

2.1 Minting of thUSD may be permissioned and subject to eligibility criteria, including KYC verification for certain services, as determined by Tharwa.

2.2 Redemption of thUSD for base assets is subject to Tharwa's redemption process, which may involve fees, processing timelines, and liquidity availability. Details will be disclosed at the time of redemption.

sThUSD (Staked thUSD) Terms

The sThUSD token ("sThUSD") enables voluntary staking for Shariah-compliant DeFi farming and liquidity participation.

1. Eligibility and Structure

1.1 You may only access and utilize sThUSD if you are eligible in accordance with the General Terms.

1.2 Staking thUSD to mint sThUSD is a voluntary action that constitutes appointing Tharwa as agent/manager (Wakeel/Mudarib) to deploy capital into approved, Shariah-compliant strategies. Returns are generated from real economic activity (e.g., trading fees, asset income) and shared as profit, not pre-determined interest.

1.3 YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND COMPLYING WITH ANY APPLICABLE ELIGIBILITY REQUIREMENTS AND FOR DETERMINING THE SHARIAH PERMISSIBILITY OF YOUR PARTICIPATION BASED ON YOUR PERSONAL CIRCUMSTANCES. YOU EXPRESSLY RELIEVE THARWA FROM ANY AND ALL LIABILITY ARISING FROM ANY NONCOMPLIANCE OR YOUR USE OF sThUSD.

2. Profit Sharing and Withdrawals

2.1 Profits, if any, are shared according to pre-disclosed ratios. Fees (e.g., management fees) are taken only from realized profits, not principal.

2.2 While no mandatory lock-up exists, withdrawals are subject to the liquidity availability of the underlying strategies and may be delayed. Withdrawal terms will be disclosed.

Asset-Backed Bond (NFT) Terms

Tharwa's Asset-Backed Bonds are represented as Non-Fungible Tokens ("Bond NFTs") and constitute fixed-term participation certificates.

1. Nature and Legal Structure

1.1 Bond NFTs (e.g., ERC-1155) are asset-backed participation certificates representing beneficial ownership or profit entitlement in a specific underlying asset or pool. They are not debt obligations.

1.2 Bond NFTs have defined face values, maturity dates, and profit rates (where applicable), with metadata containing relevant details.

2. Acquisition, Profit, and Maturity

2.1 Bond NFTs are acquired by exchanging thUSD or other approved assets as specified for each bond offering.

2.2 Profit, if any, is typically paid at maturity. Early exit may be possible subject to specific terms and potentially reduced returns.

2.3 At maturity, you must burn the Bond NFT via the Tharwa dApp to redeem the principal and final profit. Tharwa does not automatically execute this redemption.

3. Secondary Market

3.1 Bond NFTs may be tradable on permissionless secondary markets (e.g., OpenSea). Tharwa does not facilitate, operate, or guarantee liquidity on these markets. Any secondary trading is at your own risk.

Liquidity Pool Participation Terms

Participation in Tharwa-related liquidity pools (e.g., on Curve, Uniswap) involves providing liquidity to decentralized exchange pairs.

1. Impermanent Loss and Risk

1.1 You acknowledge that providing liquidity carries the risk of impermanent loss, which is a permissible commercial risk (Ghunm bil Ghurm) in the context of seeking fee-based returns. The potential for impermanent loss is disclosed as a key risk.

1.2 Tharwa may select strategies aimed at lower impermanent loss profiles, but does not hedge, insure, or guarantee against such losses.

2. Third-Party Protocols

2.1 Participation often occurs through third-party decentralized exchange protocols. Your interaction is directly with those protocols' smart contracts, governed by their respective terms. Tharwa is not responsible for their operation or security.

Real-World Asset (RWA) Strategy Terms

Exposure to Real-World Asset strategies involves investment through the Tharwa treasury into off-chain assets.

1. Underlying Asset Risks

1.1 You acknowledge the specific risks of RWA strategies, including but not limited to: credit/default risk of obligors, illiquidity, custody risk, legal/regulatory risks in the asset's jurisdiction, and reliance on third-party servicers and reporting.

1.2 Underlying assets are selected by Tharwa's treasury committee following due diligence and Shariah screening. Tharwa uses licensed custodians, SPVs, or trust structures where applicable.

2. Transparency and Verification

2.1 Tharwa aims to provide transparency regarding treasury holdings and performance through dashboards and reporting. On-chain verification of off-chain assets may involve proof-of-reserve hashes and attestations.

General Product Disclaimer

FOR ALL PRODUCTS, YOU ACKNOWLEDGE THAT PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. PROJECTED RETURNS ARE ILLUSTRATIVE AND BASED ON MODELS OR HISTORICAL DATA, NOT PROMISES. ALL INVESTMENTS CARRY RISK, INCLUDING TOTAL LOSS OF PRINCIPAL. SMART CONTRACTS, DESPITE AUDITS, MAY CONTAIN VULNERABILITIES.

Terms of Service