> For the complete documentation index, see [llms.txt](https://shiftrwa.gitbook.io/shift_education/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://shiftrwa.gitbook.io/shift_education/legal/vaults/legal-and-compliance.md).

# Legal & Compliance

### Summary

The legal structure for Shift Vaults is secured lending from the SHIFT DAO LLC series to a bankruptcy remote Cayman Segregated Portfolio Company (SPC), which is operated by an independent board of directors and an FCA regulated investment firm.

These Terms and Conditions (the "Agreement") explain the terms and conditions by which you may access and use the products and services provided by Shift DAO LLC, a Republic of Marshall Islands for-profit DAO LLC established according to the Decentralized Autonomous Organization Act of 2022. The products and services include, but are not necessarily limited to, (a) a website-hosted user interface (the "Interface" or "Platform") and (b) any other products or services that link to this Agreement (collectively, the “Products”).

You must read this Agreement carefully as it governs your use of the Products. By accessing or using any of the Products, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety.

NOTICE: This Agreement contains important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved. Our Products are only available to you and you should only access any of our Products if you agree to be bound by this Agreement.<br>

1\. Our Products

1.1 The Interface

The Interface provides a web-based means of access to a decentralized protocol on various public blockchains, including but not limited to Ethereum and related blockchains, that allows users to deposit tokens in order to generate yield rewards in exchange for their staking of assets, in addition to other lawful purposes (the "Shift Protocol" or the "Protocol"). The Interface is distinct from the Protocol and is one, but not the exclusive, means of accessing the Protocol. The Protocol is composed of open-source or source-available self-executing smart contracts that are deployed on various public blockchains, such as Ethereum, Solana, and other public blockchains that Protocol may deploy to in the future.

1.2 The Protoco

The Shift Protocol enables users to stake stablecoins into “Vaults” generated by the Protocol that represent and accrue yield based on baskets of digital assets that are deposited into the Protocol, including real-world assets, as well as other crypto assets. Vault Tokens that users mint after depositing into Vaults may be managed or traded independently of the underlying tokens.

1.3 Additional Products

Additional products may include tools for asset verification, real-time pricing, and integration with other DeFi protocols, as well as any future services developed by 3rd parties that link to this Agreement.

2\. Eligibility

To access or use any of our Products, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction and have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity for which you may access or use the Interface. If you are entering into this Agreement on behalf of an entity, you represent to us that you have the legal authority to bind such entity.

You further represent that you are not (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) or (b) a citizen, resident, organized, or otherwise located in a jurisdiction where the Interface may be ineligible for use (including without limitation the United States of America) (collectively, “Restricted Persons”), or (c) a citizen, resident, organized, or otherwise located in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States or the Marshall Islands. (d) a citizen, resident, organized, or otherwise located in  The Democratic People's Republic of North Korea, Islamic Republic of Iran, Burundi, Burkina Faso, Cameroon, the Democratic Republic of the Congo, Côte d'Ivoire, Crimea, Haiti, Iraq, Lebanon, Libya, Mali, Mozambique, Myanmar, Nicaragua, Somalia, South Sudan, Senegal, Sudan, Syrian Arab Republic, Tanzania, Trinidad and Tobago, and Yemen.&#x20;

Restricted Persons are strictly prohibited from accessing or attempting to utilize the Interface. Any use of technical workarounds or mechanisms, including Virtual Private Networks (“VPNs”), intended to bypass the limitations established in this Agreement is expressly forbidden.

By each instance of access or use of the Interface, you represent and warrant that (a) you do not qualify as a Restricted Person and (b) neither you nor any of your associated owners, representatives, or employees will manage, direct, or facilitate your interaction with the Interface from the United States or any other restricted jurisdiction.

3\. Assumption of Risk

By accessing and using any of our Products, you represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of digital assets such as Ether (ETH), stablecoins, tokenized RWAs, and other digital tokens such as those following the Ethereum Token Standard (ERC-20). In particular, you understand that the markets for digital assets are highly volatile due to risk factors including, but not limited to, adoption, speculation, technology, security, and regulation.

You acknowledge that the value of tokens and services accessed through the Interface may be affected by external factors such as market conditions, regulatory changes, or the performance of underlying assets. You assume all risks associated with losses while digital assets are being supplied to the Protocol, including but not limited to losses due to price fluctuations or smart contract failures.

By using the Website and interacting with the Shift protocol, you acknowledge and agree to the following technical risks:

* Smart-contract vulnerabilities. Governance and operational processes are executed via smart contracts on Distributed Ledger Technology (DLT). While these contracts may be audited, no code is entirely secure. You accept the risk of bugs, flaws, or exploits that could result in the loss of Membership Interests or the failure of the protocol.
* Finality and immutability.Transactions on the blockchain are generally irreversible. SHIFT DAO LLC cannot “roll back” or recover funds lost due to user error, such as sending assets to the wrong address or losing access to private keys.
* Oracle risks.The protocol may rely on third-party data providers (“Oracles”) to bring real-world asset data on chain. Inaccuracies, delays, or manipulation of these data feeds could negatively impact the value or governance of your SHFT Membership Interests.
* Network failure. You assume all risks associated with the underlying blockchain network (e.g., Ethereum, Polygon, Solana), including network congestion, high gas fees, forks, or total network failure.
* No guarantee of access. SHIFT DAO LLC does not guarantee that the Governance Interface or the Website will be available at all times. Technical maintenance, cyberattacks, or regulatory interventions may result in temporary or permanent loss of access.

4\. Disclaimers

4.1 No Warranties

As described in the Protocol, the Protocol is provided "as is," at your own risk, and without warranties of any kind. Although the SHIFT DAO LLC members developed much of the initial code for the Protocol, it does not provide, own, or control the Protocol, which is run by smart contracts deployed on public blockchains.

4.2 Third-Party Services

The Website may contain links to third-party websites or resources. These links are provided for your convenience, and SHIFT DAO LLC does not endorse or accept any responsibility for the content or services provided by these third parties. Accessing third-party websites is at your own risk, and we encourage you to review their terms of use and privacy policies.

5\. Intellectual Property

The Interface and Protocol, including their design, code, and content, are open-source or source-available software, and their use is governed by their applicable licenses. You must comply with these licenses when interacting with the Interface or Protocol.

6\. Prohibited Activities

6.1. Prohibitions

You agree not to engage in any of the following activities:

* Use the Products for any illegal or unauthorized purpose, including violating any applicable laws or regulations. IT IS YOUR RESPONSIBILITY TO ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS IN THE JURISDICTION(S) GOVERNING YOUR CONDUCT.
* Attempt to hack, disrupt, or interfere with the operation of the Interface or Protocol.
* Use the Products to engage in market manipulation, fraud, or deceptive practices.
* Misrepresent your identity or affiliation when using the Products.
* Otherwise engage in any illegal or illicit or non-compliant activity utilizing the Interface or Protocol.

6.2. Illicit activity screening

All wallet addresses utilizing the Interface or Protocol shall be screened against third-party blockchain analytics firms’ databases of wallet addresses connected with illicit activity or sanctions (“Suspicious Wallets”). For wallet addresses that have previously deposited tokens in the Protocol and have subsequently been reclassified as Suspicious Wallets, Vault Tokens associated with such wallet addresses may be frozen.

Once a Vault Token is associated with a Suspicious Wallet and is frozen, SHift DAO LC has limited administrative privileges as it relates to the smart contract code that results in the freezing of assets connected to Suspicious Wallets.

7\. Dispute Resolution

7.1 Binding Arbitration

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by “All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The seat of arbitration proceedings shall be agreed by the parties and the language of the arbitration shall be English.

7.2 Class Action Waiver

You agree that any disputes will be resolved on an individual basis, and you waive any right to participate in a class action lawsuit or class-wide arbitration.

8\. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Marshall Islands, without regard to its conflict of law principles.

9\. Changes to the Agreement

We may revise and update this Agreement from time to time in our sole discretion. All changes are effective immediately when posted and apply to all access to and use of the Products thereafter. Your continued use of the Products following the posting of changes constitutes your acceptance of such changes.

10\. Registration

Shift DAO LLC is a corporate entity in RMI with an international investment business license and registration number 10246-26. The registered Address is: PO Box 852, Long Island Rd Majuro, Marshall Islands MH 96960 and the physical Address is: 852 Lagoon Rd Majuro, Marshall Islands MH 96960

11\. Contact Information

For any questions or concerns regarding this Agreement or the Products, please contact us at:

Email: <contact@shiftrwa.xyz>