Gearbox RWA Markets Interface Terms & Conditions

1. Introduction

1. Overview and Application

   These RWA Markets Interface Terms form part of the Gearbox Interface Terms and govern your access to and use of the RWA Markets Interface. Please read these RWA Markets Interface Terms and the Gearbox Interface Terms carefully, as they affect your legal rights and obligations. If there is any conflict or inconsistency between these RWA Markets Interface Terms and the Gearbox Interface Terms, these RWA Markets Interface Terms will prevail in relation to matters concerning the RWA Markets. In all other cases, including matters not covered by these RWA Markets Interface Terms, the Gearbox Interface Terms will prevail. Nothing in these RWA Markets Interface Terms limits, excludes, or otherwise affects any liability regime, limitation of liability, indemnity, disclaimer, or allocation of risk set out in the Gearbox Interface Terms.

2. Acceptance and Binding Agreement

   These RWA Markets Interface Terms and the Gearbox Interface Terms form a legally binding agreement between you and us. By accessing or using the RWA Markets Interface, entering into any transaction involving or otherwise interacting with the RWA Markets, or clicking a checkbox referring to these RWA Markets Interface Terms, you accept these RWA Markets Interface Terms and the Gearbox Interface Terms, and agree to comply with them without modification or reservation. If you do not agree, you must not use the RWA Markets Interface or interact with any RWA Market through it, and immediately stop any related activity. If you are acting on behalf of an entity, you confirm that you are authorised to accept these RWA Markets Interface Terms and the Gearbox Interface Terms on both its behalf and your own.

3. Important Notice

   Please read and review Sections 5 ‘Important Disclaimers’ and 6 ‘Risk Disclosures and Assumptions’ carefully before accepting these RWA Markets Interface Terms as they contain important information regarding our role and disclaimers of liability in connection with the RWA Markets, as well as disclosure of potential risks.

4. Modification

   These RWA Markets Interface Terms may be modified, supplemented, or updated from time to time. In this case, the “Last Updated” date and version number at the top of these RWA Markets Interface Terms will be revised. The updated RWA Markets Interface Terms will automatically replace and supersede the previous version upon publication, taking immediate effect. By continuing to use the RWA Markets Interface or any engagement with the RWA Markets through it, you confirm your acceptance of the updated RWA Markets Interface Terms. It is your responsibility to review these RWA Markets Interface Terms regularly to stay informed of any changes. If you do not agree to the amended RWA Markets Interface Terms, you must immediately stop using the RWA Markets Interface and discontinue any engagement with the RWA Markets through it.

5. Third-Party Terms

   Your access to, use of, and interaction with the RWA Markets may be subject to the RWA Market Terms and/or RWA Token Documentation, which apply in addition to these RWA Markets Interface Terms and do not replace them. If there is any conflict or inconsistency between these RWA Markets Interface Terms and any RWA Market Terms or RWA Token Documentation, these RWA Markets Interface Terms will prevail with respect to all legal matters relating to the RWA Markets Interface and its underlying Blockchain-Based Infrastructure.

6. Interpretation

   Unless otherwise defined in Section 7 ‘Definitions’, capitalised terms used in these RWA Markets Interface Terms must have the meaning assigned to them in the Gearbox Interface Terms.

2. RWA Markets Interface and RWA Markets

1. RWA Markets Interface

   The RWA Markets Interface is provided by Gearbox and enables access to and interaction with RWA Markets and their underlying Blockchain-Based Infrastructure. The RWA Markets Interface constitutes separate software and does not form part of any RWA Market. In providing and operating the RWA Markets Interface, Gearbox acts solely in a technical capacity, as an interface provider, and is not involved in any capacity in the operation of the RWA Markets or their underlying Blockchain-Based Infrastructure. Nothing in these RWA Markets Interface Terms may be construed as Gearbox acting as, or being deemed to be, an operator, controller, curator, or manager of any RWA Market. Gearbox does not exercise, and shall not be deemed to exercise, any control over any RWA Markets, Accounts, Virtual Assets, or Collateral. All RWA Markets constitute the Third-Party Services, distinct from the RWA Markets Interface and Protocol itself. Gearbox does not review, verify, endorse, or recommend any RWA Market and expressly disclaims all liability in relation to them. You must independently assess each RWA Market, its underlying Blockchain-Based Infrastructure, and the relevant RWA Market Actors, and any interaction with them is at your own risk. All disclaimers and other provisions relating to Markets and their interaction with the Platform, as set out in the Gearbox Interface Terms, apply equally (mutatis mutandis) to the interaction between the RWA Markets Interface and RWA Markets.

2. Administrative Controls and Other Rights

   Administrative controls and specific rights in respect of RWA Markets, Accounts and certain elements of their underlying Blockchain-Based Infrastructure, such as the ability to freeze Accounts and assets held therein, execute liquidations, configure RWA Market risk parameters, enabling integrations with Third-Party Services, or implement due diligence and compliance-related controls, etc., are allocated among the relevant RWA Market Actors in accordance with the applicable Smart Contract logic. Such rights and functions are, typically, exercised by the respective RWA Market Actors at the Smart Contract level, without involvement or control by Gearbox. More information about the functions and rights of the relevant RWA Market Actors in relation to the RWA Markets or Accounts may be available in the RWA Market Terms, RWA Token Documentation, or other materials provided in connection with the relevant RWA Markets, which do not form part of these RWA Markets Interface Terms. Gearbox does not allocate, assign, direct, manage, or control these rights or functions, and does not supervise, oversee, or assume any responsibility or liability for the actions, omissions, decisions, or performance of any RWA Market Actors. To the maximum extent permitted by applicable law, you hereby release and forever discharge the Gearbox Parties from any and all actions, claims, suits, demands, losses, damages, obligations, or liabilities of any kind, whether known or unknown, arising out of or relating to the foregoing.

3. RWA Markets Accessibility

   Your access to and interaction with RWA Markets and their underlying Blockchain-Based Infrastructure, including creation and deployment of Accounts, may be subject to certain compliance-related controls and requirements established by the relevant RWA Market Actors. They may include due diligence procedures, know-your-customer (KYC) checks, identity verification, eligibility assessments, or other regulatory and compliance controls. All such checks are conducted by the relevant RWA Market Actor in accordance with its own policies and procedures. Gearbox does not conduct, manage, administer, or control them. Access to, participation in, or continued use of any RWA Market and/or associated Accounts may be approved, denied, restricted, suspended, or revoked by the relevant RWA Market Actor or through relevant function or operation of the underlying Blockchain-Based Infrastructure. Gearbox does not have access to the results of any compliance checks, as well as any information or data, which are provided by you to and/or are recorded on-chain by the relevant RWA Market Actor, and assumes no responsibility or liability for the processes applied, decisions made, as well as outcomes of such measures.

3. Accounts

1. General

   ​​The underlying Blockchain-Based Infrastructure of RWA Markets enables you to deploy and establish Accounts to interact with the relevant RWA Markets. Interactions with Accounts are performed through relevant programmatic Smart Contract mechanisms and execution layers, such as Execution Wallets. Each Account is associated with a specific RWA Market, constitutes a separate Smart Contract deployed on a blockchain, has a single owner, and operates solely in accordance with the applicable Smart Contract logic. Collateral is not pooled or rehypothecated between Accounts, and no Account can access or use the Collateral held in another Account. Gearbox does not create Accounts on your behalf, and Accounts do not form a part of the RWA Markets Interface. An Account should not be understood or interpreted as a bank, payment, brokerage, exchange or similar account, or any other custodial, deposit-taking, fiduciary, or similar arrangement. The deployment of an Account does not establish any contractual relationship for the safekeeping, custody, deposit, administration, or management of assets by Gearbox. Each Account is solely a Smart Contract deployed on a blockchain and functions exclusively according to its programmed logic. You remain responsible for your use of the Account and RWA Markets, and for any actions initiated through mechanisms associated with your Account, subject to the applicable Smart Contract logic and any controls or restrictions imposed by the relevant RWA Market Actors.

2. Access and Security

   Neither Gearbox nor the RWA Market Interface has access to or control over any Account, or any Collateral or other Virtual Assets held therein. You are solely and fully responsible for: (i) safeguarding and maintaining the security, confidentiality, and proper use of any Wallets, keys, seed phrases, or other credentials that enable use of or access to your Accounts or interaction with the RWA Markets; and (ii) all transactions conducted through your Accounts. Any transaction initiated through your credentials or otherwise attributable to your interaction with the RWA Markets shall, to the fullest extent permitted by law, be deemed to have been authorised and carried out by you.

3. Account Restrictions or Suspension

   The relevant RWA Market Actors may impose certain restrictions in relation to Accounts, Collateral, and/or other Virtual Assets attributable thereto, including freezing, suspension, or blocking, pursuant to a court order, instructions from a regulatory or governmental authority, applicable law, or their internal policies and procedures. Such restrictions are implemented and enforced at the Smart Contract level as part of the underlying Blockchain-Based Infrastructure, without involvement or control by Gearbox. If an Account is subject to such restrictions, some or all transactions relating to that Account may be blocked, suspended, or prevented, and you may be unable to access, withdraw, redeem, dispose of, or otherwise use any Collateral or other Virtual Assets associated with that Account. The authority to modify or lift such restrictions rests solely with the relevant RWA Market Actor. Gearbox does not control, initiate, or reverse such measures, does not have technical ability to do so, and assumes no responsibility or liability for any losses or consequences arising from restrictions affecting your Account, any Collateral, and/or other Virtual Assets attributable thereto.

4. Loss of Access and Reassignment of Ownership

   Gearbox does not store any keys, seed phrases, or other credentials that enable access to your Account and, therefore, cannot recover, reset, replace, or restore them if they are lost, compromised, or otherwise unavailable. The reassignment of Account ownership or recovery of access to any Account, if and to the extent available and feasible, is handled by the relevant RWA Market Actor in accordance with its own policies, procedures, and applicable legal requirements. Such actions may affect positions associated with the Account, including their reassignment or termination. Any such reassignment may result in the transfer of positions, including associated Collateral and liabilities, and may have material financial consequences. Gearbox is not involved in, does not control, and does not administer any such reassignment or recovery processes. Accordingly, we assume no responsibility or liability for the availability, execution, or outcome of such procedures, as well as for any damages or losses arising in connection therewith.

5. Third-Party Services

   You may interact with certain Third-Party Services through your Account. The availability of any Third-Party Service integrations within your Account does not constitute a recommendation, solicitation, due diligence finding, warranty, or endorsement. You are solely responsible for independently reviewing and verifying any Third-Party Services before interacting or entering into transactions with them. To the fullest extent permitted by applicable law, the Gearbox Parties shall not be responsible or liable for any loss, damage, delay, error, malfunction, misconfiguration, unavailability, inaccuracy, or other adverse event arising out of or in connection with any Third-Party Services, save that nothing herein excludes or limits any liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation.

6. Transactions

   Any transaction or operation involving your Accounts, Collateral, or other Virtual Assets may be declined, restricted, suspended, prevented, reversed where technically possible, or delayed at the Smart Contract level due to administrative, compliance, technical, or other controls and restrictions introduced, effected, or imposed by the relevant RWA Market Actor. Such controls may include, without limitation, transfer restrictions, whitelisting, verification requirements, transferee eligibility criteria, compliance checks, freezes, pauses, suspensions, and other operational or administrative limitations or restrictions. You acknowledge that Gearbox does not operate any such controls and is not responsible for their implementation, enforcement, effects, or consequences. These measures may be executed automatically based on Smart Contract logic, on-chain records, or other parameters established by the relevant RWA Market Actors, and may result in your temporary or permanent inability to access, transfer, use, withdraw, redeem, or otherwise deal with your Accounts, Collateral, or other Virtual Assets associated therewith. You must not bypass, circumvent, or attempt to bypass or circumvent any such controls or restrictions.

7. Release

   The Gearbox Parties shall not be liable for any losses or damages, including any consequential, incidental, or indirect damages, arising out of or in connection with any unauthorised use of your Account or any restrictions, controls, requirements, or other measures imposed or implemented by the relevant RWA Market Actors that affect your Account, Collateral, or Virtual Assets attributable to it. To the maximum extent permitted by applicable law, you hereby release and forever discharge the Gearbox Parties from any and all actions, claims, suits, demands, losses, damages, obligations, and liabilities of any kind, whether known or unknown, arising out of or relating to the foregoing.

4. Your Representations and Warranties

By accepting these RWA Markets Interface Terms, you make the representations and warranties set out below, which must remain true, complete, accurate, and non-misleading at the time of acceptance and throughout your interaction with the RWA Markets through the RWA Markets Interface. These representations and warranties are in addition to, and do not replace, those set out in the Gearbox Interface Terms.

1. Compliance

   Your use of the RWA Market Interface and interaction with the RWA Markets complies with all applicable laws and regulations, including those relating to sanctions, anti-money laundering (AML), counter-terrorist financing (CTF), securities and financial laws and regulations.

2. Eligibility

   You have the legal capacity and authority to enter into these RWA Markets Interface Terms and interact with the RWA Markets. If you act on behalf of an entity, you confirm that you are authorised to bind that entity to these RWA Markets Interface Terms. You also confirm that you will not attempt to circumvent any eligibility requirements, compliance checks, or restrictions established by the relevant RWA Market Actors.

3. Understanding of RWAs and RWA Tokens

   You understand the nature of RWAs and RWA Tokens, and acknowledge the distinction between the on-chain representation of an RWA and the underlying off-chain RWA and any rights associated with it. You understand that (i) holding or controlling an RWA Token may not necessarily grant the same rights, protections, or enforceability as direct ownership of the underlying off-chain RWA; and (ii) the RWA Tokens may be subject to certain transfer or other restrictions imposed by the relevant Issuer, including, without limitation, verification requirements, limits on eligible transferees, restrictions on the Third-Party Services to or through which such RWA Tokens may be transferred, etc.

4. Authorised Account and Asset Use

   Accounts you deploy to interact with the RWA Markets must either be owned by you or used with valid authorisation. All Collateral, RWA Tokens, and other Virtual Assets involved must be owned by you or used with proper authorisation, originate from legitimate sources, and have been lawfully acquired.

5. Third-Party Reliance

   You acknowledge that RWAs and RWA Tokens may rely and depend on third parties, including Issuers, custodians, administrators, or other service providers. Gearbox does not control, supervise, or guarantee the actions or performance of any such parties.

6. Risk Assessment

   You have independently reviewed, assessed, and understood the risks associated with RWAs, RWA Tokens, and participation in RWA Markets, and you have made your own independent decision to interact with them without relying on any statement or representation from the Gearbox Parties.

5. Important Disclaimers

1. We Are Not an Intermediary

   Gearbox does not act as an intermediary in relation to any RWA Market. We neither arrange, structure, manage, or execute transactions between users, RWA Market Actors, or any other third parties, nor intervene in or control them. The role of Gearbox is solely technical.

2. We Are Not a Transaction Counterparty

   Gearbox does not act as a counterparty to any transaction involving RWA Markets, and assumes no rights or obligations arising from such transactions. All legal relationships exist solely between you and the relevant counterparty. Gearbox accepts no responsibility or liability for any related claims or disputes, which must be resolved directly between you and the relevant counterparty.

3. We Are Not a Partner or an Affiliated Person

   Gearbox is not a partner, joint venture participant, agent, or affiliated person of any RWA Market Actors or any other third party involved in the operation or performance of any RWA Market solely by virtue of providing the RWA Markets Interface that enables access to the RWA Markets and their underlying Blockchain-Based Infrastructure.

4. We Are Not a Custodian

   Gearbox does not act as a custodian in relation to any RWA Market, Accounts, Collateral, and Virtual Assets attributable thereto, and does not have technical capability to custody or access any assets used with or attributable to your Account. The Gearbox Parties do not assume, and expressly disclaim, any responsibility or liability for the custody, security, loss, misuse, or unauthorized access to your Accounts or any Collateral and Virtual Assets held therein.

5. We Are Not a Broker, Advisor, or Another Regulated Provider

   Gearbox does not act as a broker, dealer, investment advisor, portfolio manager, or other regulated financial service provider in relation to any RWA Market. We do not provide investment, legal, tax, or other professional advice, and we do not make any recommendation or endorsement regarding the interaction with any RWA Market.

6. We Are Not an Issuer or Deployer

   Gearbox does not deploy or implement the RWA Markets and does not issue or mint the so-called liquidity provider tokens (LP tokens) associated with the RWA Markets. Any RWA Markets are deployed and implemented by the relevant RWA Market Curators, and any RWA Markets LP tokens are issued by the Smart Contracts relating to the relevant RWA Markets that we neither control nor operate.

7. No Liability for the RWAs, RWA Tokens, or Collateral

   Gearbox does not issue, sponsor, structure, manage, administer, promote, market, underwrite, or otherwise control any RWAs, RWA Tokens, or any assets used as Collateral. The creation, issuance, administration, operation, and ongoing management of RWAs and RWA Tokens, including compliance with applicable legal and regulatory requirements, are carried out by the relevant Issuer. Gearbox does not review, verify, monitor, endorse, or make any representation or warranty regarding the legality, validity, quality, backing, enforceability, transferability, or regulatory status of any RWAs, RWA Tokens, or other assets used or permitted to be used as Collateral. To the fullest extent permitted by applicable law, Gearbox disclaims all and any responsibility or liability arising out of or in connection with any RWAs, RWA Tokens, or other assets used as Collateral, as well as any acts or omissions of their respective Issuers. You are solely responsible for ensuring that your acquisition, holding, and use of RWAs, RWA Tokens, or other assets used as Collateral, are suitable for you and comply with all applicable laws and regulations in your jurisdiction.

6. Risk Disclosures and Assumptions

1. Acknowledgment and Acceptance

   By agreeing to these RWA Markets Interface Terms, you acknowledge, assume, and accept the risks described below, and all risks set out in the Risk Disclosure Statement. These risks are not exhaustive, nor presented in any particular order of importance. If you do not accept these risks, you must not use the RWA Markets Interface or interact with any RWA Market through it.

2. Liquidation Risks

   When interacting with RWA Markets, there is a risk that your position may be forcibly closed if it becomes insufficiently collateralized. You are solely responsible for monitoring the health of your positions, including Accounts and their value. If your Collateral-to-debt ratio falls below the required threshold, your position may be liquidated by third-party Liquidators. Liquidation may occur at any time, without prior notice, and is irreversible. In the event of liquidation, part or all of your Collateral may be sold or otherwise applied to repay your debt, potentially at unfavorable prices due to market conditions and the urgency of the process. You may also incur additional penalties, fees, or costs. Liquidation may result in significant or total loss of your Collateral.

3. Liquidator Availability Risk

   Liquidations within RWA Markets rely on third-party Liquidators. In certain circumstances, including periods of market stress or low participation, Liquidators may be unavailable, unwilling, or unable to act in a timely manner. Although certain emergency mechanisms may exist, there is no guarantee that liquidation will occur promptly or effectively. In addition, limited liquidity of RWAs or RWA Tokens may impair the ability of Liquidators to execute liquidations efficiently. If undercollateralized positions are not liquidated in a timely manner, they may persist and result in losses, including the creation of bad debt within the RWA Market. You acknowledge and accept that liquidation depends on third-party participation and market conditions, and may not function as intended in all circumstances.

4. Collateral Risks

   Collateral risks relate to changes in the value of assets used as Collateral, which may fluctuate due to market conditions, issuer performance, liquidity constraints, regulatory developments, or other factors. If the value of assets used as Collateral decreases significantly, your Collateral-to-debt ratio may fall below the required threshold, placing your position at risk of liquidation. In addition, the types of assets accepted as Collateral, as well as the applicable risk parameters (including Collateral factors and thresholds), may be added, removed, or modified at any time. Such changes may affect the eligibility or treatment of your Collateral and may increase the risk of liquidation.

5. RWA-Related Risks

   RWAs involve additional risks and complexities that may not be present with purely on-chain Virtual Assets. RWAs depend on the existence, performance, and enforceability of underlying off-chain assets and related legal arrangements. There may be discrepancies, delays, or failures in reflecting the off-chain status, ownership, or value of an asset in its on-chain representation. Any mismatch between the on-chain record and the underlying off-chain reality may adversely affect your rights, the valuation of the asset, or your ability to realize value from it. RWAs may also rely on Third-Party Service providers, including custodians, Issuers, administrators, trustees, or other intermediaries. The failure, insolvency, misconduct, operational error, or non-performance of any such party may impair the value, transferability, or enforceability of the relevant RWAs.

6. Reliance on On-Chain Ownership Records

   You acknowledge and understand that beneficial ownership of Accounts and associated Collateral is recorded and maintained both on-chain and off-chain by the relevant Issuer, and that certain transactions or operations may depend on the accuracy, completeness, and current status of the relevant on-chain records. The underlying Blockchain-Based Infrastructure does not track or verify off-chain changes in beneficial ownership structure and arrangements. As a result, the on-chain records may continue to reflect the owner’s identity recorded at the time of Account deployment or as later updated by the relevant Issuer through the applicable on-chain mechanism, even where the actual beneficial ownership or control has changed off-chain. This may create discrepancies between the on-chain records and the actual beneficial owner or controlling person, and may affect your ability to deal with Accounts or associated Collateral. Gearbox is not involved in, and does not monitor or verify, any such changes, and shall not be responsible for any resulting inability to execute transactions, restrictions, delays, or other consequences arising from inaccurate, outdated, or incomplete on-chain ownership records.

7. Leverage and Liquidity Constraints Risks

   Participation in RWA Markets may involve the use of leverage, which amplifies both potential gains and losses. Each position is subject to Collateral thresholds and other risk parameters established for the relevant RWA Market by the respective RWA Market Actor. If the value of assets used as Collateral declines, your position may become undercollateralized and subject to liquidation. Collateral values may decrease rapidly, particularly during periods of market volatility or stress. In certain circumstances, the value of Collateral may decline more quickly than liquidation can be executed. As a result, there may be insufficient Collateral to fully repay outstanding debt, which may lead to losses and, in some cases, the creation of bad debt within the RWA Market. RWAs and RWA Tokens may also be subject to liquidity constraints. Limited transferability, restricted market access, or insufficient market depth may delay, impair, or limit the effectiveness of liquidation or the ability to realize value from Collateral in a timely manner. Any of these factors may adversely affect the value and stability of positions within RWA Markets and may result in partial or total loss of your assets.

8. Liquidity Mismatch Risks

   RWA Markets may experience liquidity mismatches. Interest rates adjust based on the RWA Market utilization to incentivize repayments and restore available liquidity. If utilization becomes very high or reaches 100%, liquidity providers may be unable to withdraw their assets immediately. Withdrawals may be delayed until sufficient liquidity is restored through repayments, liquidations, or new asset contributions. You acknowledge that such liquidity constraints may result in delays in accessing your assets and potential financial loss.

9. Oracle and External Data Risks

   The valuation of RWAs and RWA Tokens within the RWA Markets relies on data obtained from Third-Party Services, including price oracles, pricing models, and other external inputs. Such prices and valuations are used for operational purposes within the relevant Smart Contracts, and may not reflect the actual market, redemption, or realizable value of the underlying RWAs, particularly where there is no active secondary market for the relevant RWAs or RWA Tokens. Oracle data may be delayed, inaccurate, incomplete, manipulated, or based on assumptions or models that differ from the value that could be realized through the sale, transfer, or redemption of the underlying RWAs. If Third-Party Services data providers, such as oracles, experience outages, delays, inaccuracies, manipulation, or other failures, this may result in incorrect information being displayed in the RWA Market Interface, disrupted transactions, delayed execution of functions within the RWA Markets and their underlying Blockchain-Based Infrastructure, or other system malfunctions. For example, inaccurate oracle data may lead to incorrect Collateral valuations, trigger unnecessary liquidations, allow excessive borrowing, or otherwise affect the operation of the RWA Markets. You acknowledge and accept that any liquidation, Collateral valuation, borrowing capacity calculation, or other RWA Market operation based on such prices may occur at values that differ from the economic value ultimately recoverable from the relevant RWA or RWA Token. Gearbox does not control Third-Party Services data providers and assumes no responsibility or liability for their performance and availability, including the accuracy, completeness, timeliness, or economic reliability of any data, prices, or valuations derived from them.

10. APY Rates Risks

    Participation in RWA Markets does not guarantee any profit, return, or yield. Any Annual Percentage Yield (APY) rates displayed on the RWA Markets Interface are provided for informational purposes only and are not guaranteed. APY rates may change at any time and may increase, decrease significantly, or fall to zero, which may affect the attractiveness of the relevant RWA Markets. Past or displayed APY rates are not indicative of future performance. Your actual returns, if any, may be lower than expected, or may not materialize at all, and you may incur substantial losses.

11. Price Differences Risks

    Asset prices may vary across different platforms or markets. As a result, the price of an asset displayed on the RWA Markets Interface may differ from prices available elsewhere. Such differences may affect the value of your Collateral, position, or the outcome of a transaction. Price discrepancies may occur at any time and lead to unexpected results, including changes in collateralization levels or potential losses.

12. Price Slippage Risks

    You may experience significant price slippage when converting or redeeming assets, particularly during periods of market volatility. In extreme circumstances, there may be insufficient Collateral to support redemptions at the expected ratio. As a result, the amount received may be lower than anticipated. In addition, high network congestion may increase transaction costs or make redemptions delayed, costly, or impractical due to elevated gas fees. These risks are inherent to RWA Markets and underlying Blockchain-Based Infrastructure, and may result in losses.

13. Redemption and Off-Chain Settlement Risks

    RWA Tokens may not be immediately transferable, redeemable, or liquid. Therefore, the on-chain liquidation, transfer or redemption of an RWA Token does not guarantee redemption or settlement of the underlying RWA. Redemption of an RWA Token may be subject to conditions, delays, gates, minimum thresholds, compliance checks, or other restrictions imposed by the relevant Issuer, the applicable RWA Token Documentation or laws. The actual value recoverable upon redemption may differ materially from the on-chain price or valuation of the RWA Token at the time of liquidation.

14. Account Restriction Risks

    If your Account is suspended or otherwise restricted, you may be temporarily or permanently unable to transfer assets attributable thereto, add or withdraw Collateral, make repayments, close positions, or otherwise manage your exposure within the relevant RWA Market. Such delay or suspension may increase your risk of losses, including the risk of liquidation or the inability to respond to adverse market movements in a timely manner. Restrictions may also prevent you from accessing or realizing value from your assets for an indefinite period. Where an Account is subject to a freeze or similar restriction, liquidation mechanisms may be prevented from executing, which may result in undercollateralized positions persisting and the creation of bad debt.

15. Regulatory and Compliance Risks

    RWAs and RWA Tokens may be subject to evolving, uncertain, or inconsistent legal and regulatory frameworks across multiple jurisdictions. Regulatory changes, enforcement actions, sanctions, licensing requirements, or other compliance obligations may restrict, suspend, or prohibit the issuance, transfer, holding, or use of RWAs and RWA Tokens. Such measures may also affect access to RWA Markets and negatively impact the value, liquidity, or functionality of RWAs. Participation in RWA Markets may require compliance with eligibility criteria, due diligence procedures, or other regulatory controls imposed by relevant RWA Market Actors or applicable law. Failure to meet such requirements may result in restricted or revoked access. You are solely responsible for ensuring your compliance with all applicable laws and regulations.

7. Definitions

In these RWA Markets Interface Terms, unless the context requires otherwise, the terms shall have the following meaning:

“Account” means a non-custodial, user-associated Smart Contract established by the user through the initiation of the relevant functions of the RWA Market, that enables interaction with a relevant RWA Market and in respect of which the owner role is assigned, at the Smart Contract level, to the applicable Execution Wallet. An Account functions as a Protocol-level credit account associated with the user, through which Collateral and other Virtual Assets may be held, managed, transferred, and otherwise dealt with in accordance with the applicable Smart Contract logic and any parameters, requirements, or controls established by the relevant RWA Market Actors.

“Collateral” means RWA Tokens that are (i) designated as eligible collateral for a relevant RWA Market, and (ii) placed in an Account to enable borrowing.

“Execution Wallet” is a Smart Contract deployed as part of the Account creation process that functions as a programmatic execution layer through which user-initiated instructions and other interactions are routed and processed in accordance with the applicable Smart Contract logic and compliance controls. The Execution Wallet operates solely through automated Smart Contract logic and does not involve custody, discretionary control, or asset management by any person.

“Gearbox Interface Terms” means the Gearbox Terms of Service, as amended, restated, supplemented, or otherwise modified from time to time.

“Issuers” means RWA Issuers and RWA Token Issuers.

“Liquidator” means a person that is permitted to initiate and/or execute liquidation transactions in respect of positions that fail to satisfy applicable collateralisation or risk parameters within an RWA Market.

“RWA” or “Real-World Asset” means any tangible or intangible asset existing off-chain under applicable law, including, without limitation, government securities, treasury bills, corporate debt instruments, equity interests, fund shares, commodities, real estate interests, or other financial instruments or asset, in respect of which certain economic or other rights are referenced, tracked, or reflected through an RWA Token pursuant to contractual or legal arrangements established by the RWA Issuer or a designated vehicle. Unless otherwise indicated in the applicable RWA Token Documentation, the legal status, rights, and obligations attached to any RWA, including rules for the transfer of ownership, are determined under the governing law under which such RWA exists and its relevant legal documentation.

“RWA Issuer” means a person that issues, creates, or otherwise makes available the RWAs.

“RWA Market” means a Market configured to facilitate collateralized lending transactions, including the supply and borrowing of Virtual Assets against Collateral, as well as other related blockchain-based transactions involving Virtual Assets.

“RWA Market Actors” means RWA Market Curators, Issuers, Liquidators, oracles, and, in each case, their respective affiliates, agents, and contractors acting in such capacity, explicitly excluding Gearbox and its Affiliates.

“RWA Market Curator” means a Market Curator of a RWA Market.

“RWA Markets Interface” means the part of the Platform that enables access to and interaction with the RWA Markets, together with associated software that may be from time to time provided by us or our Affiliates, but expressly excluding the RWA Markets and Blockchain-Based Infrastructure.

“RWA Markets Interface Terms” means these Gearbox RWA Markets Interface Terms & Conditions, as amended, restated, supplemented, or otherwise modified from time to time.

“RWA Market Terms” means the legally binding terms, conditions, agreements, or policies issued or imposed by a RWA Market Curator that govern access to, participation in, use of, or interaction with the relevant RWA Market, as amended or updated from time to time.

“RWA Token” means a cryptographic token minted (recorded) on a blockchain by the RWA Token Issuer pursuant to the RWA Token Documentation, which reflects, references, or otherwise relates to a specified RWA. For the avoidance of doubt, an RWA Token constitutes a digital record of rights as defined in the RWA Token Documentation and does not, by itself, constitute legal title to or direct ownership of the underlying RWA unless expressly provided therein.

“RWA Token Documentation” means, in respect of any RWA Token, the legally binding agreements and instruments expressly designated by the RWA Token Issuer as governing the issuance, holding, transfer, redemption, and associated rights of such RWA Token and its relationship to the relevant RWA, including, as applicable, the token terms and conditions, subscription agreements, offering or disclosure documents incorporated therein, custody or trust arrangements, constitutional documents of any issuing or holding vehicle, and related transaction documents, in each case as amended, restated, or supplemented from time to time. For the avoidance of doubt, marketing materials, website content, whitepapers, technical descriptions, or public statements shall not constitute the RWA Token Documentation unless expressly incorporated into a legally binding agreement.

“RWA Token Issuer” means a person that generates (mints), deploys, or otherwise makes available RWA Tokens.