Last updated: 24 June 2026
1.1. These Terms and Conditions (the "Terms") govern your access to and use of the website-hosted user interface made available at app.agra.gg and any related subdomains, application programming interfaces, and software made available by the Company (together, the "Interface").
1.2. The Interface is made available by Ledger Syndicate S.A., a sociedad anónima organised and existing under the laws of the Republic of Panama, which operates the "Agra" platform ("Agra", the "Company", "we", "us" or "our"). Notices to the Company under these Terms may be sent to legal@agra.gg.
1.3. The Interface provides a front-end means of accessing certain smart-contract protocols and related infrastructure (the "Protocol") that enable, among other things, (a) the deposit of digital assets into vaults (the "Vaults"), and (b) the listing, offering and exchange of tokens representing interests in real-world assets and credit arrangements (the "Tokenised Assets") on primary and secondary markets (the "Markets"). The Interface, the Vaults, the Tokenised Assets and the Markets are referred to together as the "Services". The Company operates the Interface, the application programming interfaces ("API") and the Markets, and acts as the operator of the Vaults (in that capacity, the "Vault Operator"). As Vault Operator, the Company determines vault strategy, parameters and asset allocation and issues instructions in respect of the Vaults in accordance with the applicable Vault Documentation, but does not take custody of your Digital Assets (see Section 5). The smart contracts comprising the Protocol are developed by the Company's third-party service providers (see Section 1.7) and, once deployed, execute autonomously.
1.4. The Company does not own or control the underlying blockchains or the source code of any deployed smart contract, and cannot modify, reverse, freeze or interfere with any transaction once it is submitted to a blockchain. The Interface is one of potentially several means of accessing the Protocol, which can be accessed independently of the Interface. The Company's role as operator of the Interface, the API, the Markets and the Vaults is as described in Section 1.3 and the applicable Vault Documentation.
1.5. BY ACCESSING OR USING THE INTERFACE OR ANY OF THE SERVICES, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE BINDING ARBITRATION PROVISION AND CLASS-ACTION WAIVER IN SECTION 16. If you do not agree to these Terms, you must not access or use the Interface or the Services.
1.6. Neither the Interface, the Protocol, the Vaults, the Tokenised Assets nor any other Service is licensed, approved, authorised, endorsed by, or registered with any governmental authority or regulatory body in any jurisdiction. Nothing made available through the Interface constitutes an offer or solicitation by the Company to buy or sell any security, financial instrument, fund interest, deposit, or other regulated product. See Section 6.
1.7. Service providers. The Interface, the Protocol and related software may be developed, maintained or supported by third-party developers and service providers engaged by the Company. Such providers are not parties to these Terms, are not the operators of the Interface or the Services, and owe you no obligations or liabilities under these Terms; your agreement is solely with the Company.
In these Terms, capitalised terms have the meanings given to them where they first appear and as set out below:
"Applicable Law" means, regardless of jurisdiction, all applicable laws, statutes, regulations, rules, orders, sanctions regimes, treaties, codes, and binding guidance of any governmental, regulatory, judicial or administrative authority.
"Digital Assets" means cryptographically-secured digital representations of value, including cryptocurrencies, stablecoins, tokens and the Tokenised Assets.
"Restricted Person" has the meaning given in Section 4.
"Sanctions" means economic or financial sanctions, trade embargoes, or restrictive measures administered or enforced by the United States (including the Office of Foreign Assets Control ("OFAC")), the United Nations Security Council, the European Union or any of its member states, the United Kingdom, or the Republic of Panama.
"Vault Documentation" means any vault-specific terms, disclaimers, strategy descriptions, parameters and operator agreements made available in connection with a particular Vault, including the Vault Operator Agreement and the Vault Disclaimers referenced in Section 7.4.
"Vault Operator Agreement" means the agreement between you and the Company (as Vault Operator) governing your participation in a particular Vault, forming part of the Vault Documentation.
"Wallet" means a non-custodial digital asset wallet controlled by you.
3.1. To access or use the Interface, you must (a) be an individual of at least 18 years of age (or the age of majority in your jurisdiction, whichever is greater), or a duly organised legal entity acting through an authorised representative; (b) have full power, capacity and authority to enter into these Terms; and (c) not be a Restricted Person.
3.2. You represent and warrant, each time you access or use the Interface, that the eligibility requirements in Section 3.1 and the representations in Section 4 are true and accurate.
3.3. The Company may, in its sole discretion, refuse, restrict, suspend, or terminate your access to the Interface or any Service, in whole or in part, at any time and without prior notice, including where it considers such action necessary or appropriate for legal, regulatory, sanctions, anti-money-laundering, security, risk-management or operational reasons.
4.1. Restricted Persons. You are a "Restricted Person", and must not access or use the Interface or any Service, if you are an individual or entity that is, or that is acting on behalf of any person that is:
(a) a resident, citizen, national, or agent of, or an entity organised, incorporated, located in, or having a registered office in, the United States of America (including its territories), Singapore, the Republic of China (Taiwan), Cuba, Iran, Iraq, Libya, Mali, Myanmar (Burma), Nicaragua, the Democratic People's Republic of Korea (North Korea), the Democratic Republic of the Congo, Somalia, Sudan, Syria, Yemen, Zimbabwe, or the Crimea, Sevastopol, Donetsk and Luhansk regions of Ukraine;
(b) located, organised, or resident in, or a citizen or national of, any other country or territory that is the subject of comprehensive, country-wide or region-wide Sanctions; or
(c) the subject of any Sanctions, or owned or controlled by, or acting on behalf of, any such person, including any person designated on any Sanctions list (such as OFAC's Specially Designated Nationals and Blocked Persons (SDN) List) or any equivalent list maintained by the authorities referred to in the definition of "Sanctions".
4.2. The territories named in Section 4.1(a) are referred to as the "Restricted Territories". The Company may update the Restricted Territories at any time, and continued use of the Interface following any such update constitutes acceptance of the change.
4.3. No circumvention. You must not use any virtual private network (VPN), proxy service, or any other technology or technique to disguise, alter or conceal your location or jurisdiction, or otherwise to circumvent or attempt to circumvent any restriction in these Terms. Using such technology to access the Interface is itself a prohibited activity under Section 9.
4.4. AML / CFT and screening. While the Interface is non-custodial and the Company does not, by default, collect identity documentation (see Section 5 and the Privacy Policy), the Company reserves the right, where it considers it necessary or appropriate for compliance with Applicable Law or its own risk policies, to (a) screen wallet addresses and on-chain activity against Sanctions and illicit-activity datasets using third-party analytics providers; (b) request and verify "Know Your Customer" ("KYC") and source-of-funds information from you; and (c) refuse, restrict, suspend or terminate access, block addresses, and report to or cooperate with any competent authority. The Company conducts AML/CFT compliance consistent with its obligations under the laws of the Republic of Panama, including Law 23 of 27 April 2015, as applicable.
4.5. Your compliance. You are solely responsible for ensuring that your access to and use of the Interface and the Services is lawful in every jurisdiction that applies to you, and for complying with all Applicable Law, including tax, securities, AML/CFT, and Sanctions laws.
5.1. The Interface is non-custodial in respect of your Wallet. You retain sole and exclusive custody and control of your Wallet and the Digital Assets held in it at all times. The Company does not, and cannot, take custody, possession or control of your Wallet, your private keys, your seed phrase, or the Digital Assets held in your Wallet, and has no ability to access, retrieve, hold, freeze, transfer, or recover them.
5.2. You are solely responsible for (a) the security and confidentiality of your Wallet, private keys, seed phrases and credentials; (b) verifying all transaction details — including recipient addresses, networks, amounts and parameters — before submitting any transaction; and (c) all activity conducted through your Wallet. The Company will never ask you for your private keys or seed phrase.
5.3. Blockchain transactions are final and irreversible. Once submitted, a transaction cannot be reversed, cancelled or refunded by the Company. Losing access to your Wallet or private keys may permanently and irreversibly deny you access to your Digital Assets, and neither the Company nor any other person will be able to recover them for you.
5.4. The Company is not a bank, broker, dealer, exchange, custodian, money services business, investment adviser, fund manager, or financial institution, and does not provide any custodial, brokerage, banking, deposit-taking, fund-management or money-transmission service.
5.5. Vault-deposited assets. Digital Assets you deposit into a Vault are transferred to and held by smart contracts and administered in accordance with the applicable Vault Operator Agreement. Where a Vault's assets are secured by a multi-signature scheme, no single person holds unilateral custody or control of those assets, and the Company does not otherwise take custody of Vault-deposited assets except as described in the Vault Documentation. Sections 5.2 and 5.3 apply equally to Vault transactions.
6.1. No offer or solicitation. The availability of any Tokenised Asset, Vault, or Market on or through the Interface is not, and must not be construed as, an offer, solicitation, recommendation, or invitation by the Company to buy, sell, subscribe for, deposit into, or transact in any Digital Asset, security, fund interest, deposit, derivative, or other financial product, in any jurisdiction in which such an offer or solicitation would be unlawful.
6.2. Characterisation is your responsibility. Tokenised Assets may represent, reference, or derive their value from real-world assets, credit arrangements, receivables, or other off-chain obligations issued, originated or administered by third parties ("Issuers"). The legal and regulatory characterisation of any Tokenised Asset, Vault interest, or Vault share — including whether it constitutes a security, collective investment scheme, fund interest, deposit, or regulated instrument — depends on the facts and on the laws that apply to you. You are solely responsible for determining that characterisation and the consequences of transacting, and you should obtain independent legal, financial and tax advice before doing so.
6.3. No recourse to the Company for underlying assets. Tokenised Assets and Vault interests represent only the rights expressly described in the applicable Tokenised Asset documentation or Vault Documentation. They do not, of themselves, represent any equity, ownership, voting, or direct claim against the Company, and the Company does not issue, originate, guarantee, underwrite, service, or assume any obligation in respect of any Tokenised Asset, underlying real-world asset, credit obligation, or Issuer. Your rights, if any, in respect of an underlying asset are solely against the relevant Issuer or counterparty, and solely as set out in their documentation.
6.4. No deposit protection. Digital Assets deposited into a Vault or used to acquire a Tokenised Asset are not bank deposits and are not covered by any deposit-insurance, investor-compensation, or statutory protection scheme.
6.5. No advice; limited duties. All information made available through the Interface is provided for general informational purposes only and does not constitute financial, investment, legal, tax, accounting or other professional advice. Except for the duties the Company expressly assumes in its capacity as Vault Operator under the applicable Vault Operator Agreement, the Company is not your broker, intermediary, agent, adviser or fiduciary, and has no fiduciary relationship or obligation to you in connection with any transaction or decision you make using the Services; and to the fullest extent permitted by Applicable Law, you acknowledge and agree that the Company owes no fiduciary duties or liabilities to you or any other party other than those expressly set out in the applicable Vault Operator Agreement, and to the extent any such other duties or liabilities may exist at law or in equity, you irrevocably waive, release and eliminate them.
7.1. By using the Services, you expressly acknowledge and agree that you do so at your own risk, and that you are solely responsible for evaluating and accepting the risks involved. These risks include, without limitation, those set out in this Section 7. The risks described are not exhaustive.
7.2. Market and asset risk. Digital Assets, including Tokenised Assets, are volatile and may decline in value rapidly, including to zero. Yields, returns, estimates and projections are not guaranteed and are not a promise or indication of future performance. You may lose some or all of the assets you deposit or transact.
7.3. Tokenised RWA and credit risk. Tokenised Assets representing real-world assets or credit are subject to the performance, solvency and conduct of Issuers, borrowers, originators, servicers, custodians and other third parties. If any such party defaults, becomes insolvent, suffers losses, is subject to fraud, is sanctioned, fails to perform, or fails to return assets, you may suffer loss. Valuations of underlying assets may be inaccurate, stale, model-based, or disputed, and may not reflect realisable value.
7.4. Vault risk. Vault participation involves additional risk. The Company acts as Vault Operator and exercises discretion over vault strategy, parameters and asset allocation. Deposited assets may be lent, staked, deployed, pooled, or otherwise allocated to strategies involving third parties. Returns and withdrawals may depend on those third parties performing. Withdrawals or redemptions are not guaranteed to be immediate or available at all times and may be delayed, queued, gated, limited, suspended or unavailable due to liquidity, market, network, smart-contract, third-party, legal, regulatory or risk-management reasons. Your relationship with the Company in respect of a Vault is governed by the applicable Vault Operator Agreement and Vault Disclaimers (together with these Terms), which you must read and which prevail over these Terms to the extent of any conflict in respect of that Vault.
7.5. Secondary-market and liquidity risk. Markets for Tokenised Assets may be illiquid, thin, volatile or non-continuous. There may be no buyer or seller available at any given time or price, transfer restrictions may apply, and you may be unable to exit a position when you wish or at all.
7.6. Technology risk. The Services depend on blockchains, smart contracts, oracles, bridges, third-party infrastructure and software that may contain bugs, errors or vulnerabilities, and may be subject to exploits, hacks, outages, congestion, forks, governance changes, cyberattacks, or failures, any of which may result in loss, delay, suspension, or inability to access assets.
7.7. Regulatory and legal risk. The legal and regulatory treatment of Digital Assets, Tokenised Assets, vaults, and decentralised finance is uncertain and evolving. Legal or regulatory developments may adversely affect the Services, the Tokenised Assets, deposited assets, withdrawals, returns, your eligibility, or the continued availability of the Services.
7.8. Tax risk. You are solely responsible for determining whether, and reporting and paying, any taxes applicable to your use of the Services. The Company does not provide tax advice and does not issue tax-reporting forms.
7.9. Release. To the fullest extent permitted by Applicable Law, you waive and release the Company and the Company Parties (as defined in Section 13) from any and all liability, claims, causes of action and damages arising from or relating to (a) your use of the Services; (b) any trading, deposit, withdrawal, liquidation, default or other outcome; (c) any reliance on market, oracle, valuation, or other data displayed on the Interface, which may be inaccurate, incomplete or delayed; (d) the acts or omissions of any Issuer, vault operator, or other third party; and (e) any regulatory, tax or legal consequence of your use of the Services.
8.1. The Interface may be inaccessible or inoperable from time to time for any reason, including equipment or software failure, maintenance, network or blockchain conditions, or causes beyond the Company's control.
8.2. The Company reserves the right to modify, suspend, restrict, or discontinue, in whole or in part, temporarily or permanently, any portion of the Interface or the Services, and any related policy, FAQ or guideline, at any time, in its sole discretion and without prior notice or liability.
9.1. You must not engage in, attempt to engage in, or assist any other person in engaging in, any of the following in connection with the Services:
(a) any activity that violates, or facilitates the violation of, any Applicable Law, including securities, AML/CFT, Sanctions, tax, market-integrity, data-protection or consumer-protection laws;
(b) any activity that involves or facilitates money laundering, terrorist or proliferation financing, fraud, or the use of proceeds of criminal or fraudulent activity;
(c) accessing or using the Services as, or on behalf of, a Restricted Person, or using a VPN, proxy or other technique to circumvent any restriction in these Terms;
(d) market abuse or manipulation, including wash trading, spoofing, layering, front-running, quote stuffing, self-trading, or trading on the basis of misappropriated material non-public information;
(e) infringing or misappropriating any intellectual property, publicity, privacy or other proprietary right;
(f) interfering with, compromising, or attempting to compromise the integrity, security or proper functioning of any computer, server, network, or system, including by deploying viruses, denial-of-service attacks, phishing, or malicious code;
(g) exploiting any bug, vulnerability, error, or unintended behaviour of the Interface, the Protocol, or any smart contract, or gaining or attempting to gain unauthorised access;
(h) using any bot, scraper, crawler, or other automated means to access the Interface other than as expressly permitted, or in a manner that exceeds reasonable use or imposes an unreasonable load; or
(i) attempting to obtain the private keys, credentials, or account information of any other person.
9.2. The Company may take any action it considers appropriate in response to a breach or suspected breach of this Section 9, including blocking access, and reporting to or cooperating with competent authorities.
10.1. The Company owns or licenses all intellectual property and other rights in the Interface and its contents, including software, text, graphics, images, trademarks, service marks, logos, designs and "look and feel" (the "Company IP"), except for any components that are open-source or owned by third parties, which are governed by their own licences.
10.2. Subject to your compliance with these Terms, the Company grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Interface for its intended purpose. All rights not expressly granted are reserved.
10.3. You must not copy, modify, distribute, sell, lease, reverse engineer, decompile, disassemble, or create derivative works of the Company IP, or remove or alter any proprietary notice, except to the extent that such restriction is prohibited by Applicable Law.
10.4. If you provide feedback or suggestions, you grant the Company a worldwide, perpetual, irrevocable, royalty-free licence to use them without restriction or compensation.
The Interface may reference or link to third-party content, services, Issuers, or websites that the Company does not control. The Company does not endorse and is not responsible for any third-party content, product, service, or conduct, and your dealings with any third party are solely between you and that third party.
12.1. THE INTERFACE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. To the fullest extent permitted by Applicable Law, the Company and the Company Parties expressly disclaim all warranties, representations and conditions, whether express, implied, statutory or otherwise, including the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, reliability, security, availability and timeliness.
12.2. The Company does not warrant that the Interface or the Services will be uninterrupted, secure, error-free, or free of harmful components, that any defect will be corrected, or that any information (including market, valuation or oracle data) is accurate, complete, reliable, current or error-free.
12.3. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. This Section applies to the fullest extent permitted by Applicable Law.
13.1. No indirect damages. To the fullest extent permitted by Applicable Law, in no event will the Company or its affiliates, or their respective founders, councils, officers, directors, members, employees, contractors, agents, service providers, suppliers, and licensors (together, the "Company Parties") be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for any loss of profits, revenue, goodwill, data, or Digital Assets, whether based in contract, tort (including negligence), strict liability, or any other theory, even if advised of the possibility of such damages.
13.2. Aggregate cap. To the fullest extent permitted by Applicable Law, the aggregate liability of the Company Parties arising out of or relating to these Terms or the Services will not exceed the greater of (a) the total fees, if any, you paid to the Company for access to and use of the Interface, and (b) US$100.00 (or its equivalent).
13.3. Carve-out. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under Applicable Law, including liability for fraud, wilful misconduct, or gross negligence.
13.4. Vault matters. The Company's duties and liability in its capacity as Vault Operator are as set out in the applicable Vault Operator Agreement and Vault Disclaimers; to the extent they conflict with this Section 13, the Vault Operator Agreement prevails in respect of that Vault.
You agree to release, defend, indemnify and hold harmless the Company Parties from and against any and all claims, demands, actions, proceedings, damages, obligations, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to (a) your access to or use of the Services; (b) Digital Assets associated with your Wallet; (c) your violation of these Terms or of any third-party right or Applicable Law; (d) your engagement in any prohibited activity under Section 9; or (e) any other party's use of the Services using your Wallet, device, or credentials.
The Company may terminate or suspend your access to the Interface at any time, with or without cause and without notice. Sections 4–7 and 10–18, and any provision that by its nature should survive, will survive termination.
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS OR REPRESENTATIVE PROCEEDINGS.
16.1. Governing law. These Terms, and any dispute, claim or controversy arising out of or relating to them or the Services (a "Dispute"), are governed by and construed in accordance with the laws of the Republic of Panama, without regard to its conflict-of-law rules.
16.2. Informal resolution. Before commencing arbitration, you agree to first contact the Company at legal@agra.gg and attempt to resolve the Dispute informally for a period of at least thirty (30) days from the date of written notice.
16.3. Binding arbitration. Any Dispute not resolved informally will be finally and exclusively resolved by binding arbitration administered by the London Court of International Arbitration ("LCIA") in accordance with the LCIA Arbitration Rules then in force, which are deemed incorporated by reference. The seat of arbitration is London, United Kingdom; the language is English; and the number of arbitrators is one (1). Judgment on the award may be entered in any court of competent jurisdiction.
16.4. Class-action waiver. Any Dispute is personal to you and the Company and will be resolved solely through individual arbitration. No Dispute may be brought, and the arbitrator may not preside over, any class, collective, consolidated, or representative proceeding.
16.5. Time limit. Any Dispute must be commenced within one (1) year after the cause of action arose; otherwise it is permanently barred, to the extent permitted by Applicable Law.
16.6. Availability. The Interface is deemed to be based solely in the Republic of Panama, and its availability in other jurisdictions does not give rise to general or specific personal jurisdiction in any forum other than as provided in this Section 16.
The Company may amend these Terms at any time by posting the revised version through the Interface and updating the "Last updated" date. Changes are effective immediately upon posting unless stated otherwise, and your continued access to or use of the Interface after posting constitutes acceptance. You waive any right to receive specific notice of such changes. You should review these Terms regularly.
18.1. Force majeure. The Company is not liable for any failure or delay resulting from any cause beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, governmental or regulatory action, network or blockchain failures, power or communications failures, or equipment or software malfunction.
18.2. Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be modified or severed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
18.3. No waiver. The Company's failure to enforce any provision is not a waiver of its right to do so later.
18.4. Assignment. You may not assign or transfer these Terms without the Company's prior written consent. The Company may assign these Terms freely.
18.5. Entire agreement. These Terms (together with the Privacy Policy and any applicable Vault Documentation) constitute the entire agreement between you and the Company regarding the Services and supersede all prior or contemporaneous understandings.
18.6. Privacy. Your use of the Services is also governed by the Privacy Policy, which is incorporated by reference.
18.7. Contact. Questions about these Terms may be directed to legal@agra.gg.