1. Our Service

The service, which comprises our website (https://return.finance),  applications  (the “Application”) or materials or services comprised therein (the “Service”) is provided by Return Finance UAB (“ReturnFinance”) and its affiliates (together “we”, “us” or “our”) enables you to exchange fiat currency into stablecoins and to stake those stablecoins through a variety of decentralised finance (“DeFi”) protocols operating on the blockchain using smart contracts for tokens and other crypto-tokens and assets with a view to making a return on the amount of money placed to earn an annual return (“annual percentage yield” or “APY”). 

Return Finance UAB, incorporated in Lithuania, company number 306264593 with its registered address Mesenių st. 5, LT-01133, Vilnius.

Return Fiance UAB is authorised by FCIS in Lithuania to act as a Virtual currency exchange operator and a Depository virtual currency wallet operator.

By using our Service you agree to comply with the terms sent out below (the “Terms”).

2. Eligibility

In using our Service you represent and warrant to us as follows:

• you are over 18 years of age and are acting on your own behalf and not as agent for any other person
• you have read and understood the section headed “Risk Factors” 
• you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems
• you are authorised and legally entitled to use the Service in the jurisdiction in which you are based without infringing the laws or regulations of that jurisdiction
• you are not subject to any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any other legal or regulatory authority in any applicable jurisdiction

3. Our Authority to Act

As a virtual currency exchanger and wallet operator, you hereby authorise us your agent to convert the money which you pay to us into stablecoins through a crypto exchange and to stake the stablecoins through a variety of decentralised finance (“DeFi”) protocols operating on the blockchain using smart contracts and to remove the stablecoins from the liquidity pool(s) and convert them back to fiat currency.

4. Fees

As a virtual currency exchanger and wallet operator, we generate our fees as the difference between the yield generated by staking the money you provide us with in the DeFi protocols, and the APY we advertise on our website and application, which is based on a 30-day trailing average minus our fees, which can be up to 80% of the total yield.  You acknowledge and agree that we may retain this difference as fees and remuneration for the providing of the Service.

5. Prohibited Activity

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Application:

• Cyberattack. Actions aimed at disrupting or damaging the integrity, security or functionality of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks.
• Data Mining or Scraping. Activity that involves data mining, robots, scraping, or similar data gathering or extraction methods of content or information from the Application. 
• Fraudulent content. Conduct aimed at defrauding us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully appropriate third party assets or otherwise obtain a pecuniary advantage.
• Market Manipulation. 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 “rug pulls”, pumping and dumping and wash trading.
• Sale of Stolen Assets. Buying, selling, or transferring of cash, crypto-assets or other items which have been stolen or obtained by fraud, deception or without authorisation or proper disclosure or otherwise acquired through illegal means.
• Intellectual Property Infringement. Activity that infringes on or breaches any copyright, trademark, service mark, database right, patent, image right, right of privacy, or other proprietary or intellectual property rights under any applicable law.
• Any Other Unlawful Conduct. Activity that violates any applicable law, rule, or regulation of a relevant jurisdiction.

6. No Regulatory Protections

We are not registered with the FINMA (Switzerland), Financial Conduct Authority (UK), the Securities & Exchange Commission (US) or any other similar regulator for the conduct of banking, securities or investment business (including the provision of investment advice or arranging deals in investments).  You acknowledge that you do not therefore benefit from any of the regulatory protections or compensation schemes offered by any such regulator. 

7. Non-Solicitation; No Investment Advice

You agree and acknowledge that: (a) all transactions initiated by you through use of the Service are unsolicited they are solely initiated by you; (b) you have not received any investment advice from us in connection with any transactions, including those you place via our website or API.

All information provided by the Application should not be construed as investment advice or a recommendation that a particular stablecoin, token or staking on a particular liquidity pool is a safe or sound investment. You alone are responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance.

8. No Fiduciary Duties

These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that 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, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.

9. Tax Obligations

Your use of the Application or the Protocol may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions.

It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.

The Service user interface may display incorrect information or information that differs from our internal books and records. In the event of any conflict, the contents of our internal books records shall prevail.

10. Third-Party Services and Promotions

The Application may contain references or links to third-party resources, including (but not limited to) services, content or products which we do not own and over which we have no control. In addition, third parties may offer promotions related to your access and use of the Application. You acknowledge and agree that we will 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 such content, goods, or services available on or through any such site or resource.

11. Indemnity

You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries (an “Indemnified Person”) from and against all claims, damages, obligations, losses, liabilities, costs, and expenses which we might suffer arising directly or indirectly  from: (a) your breach of any of the Terms; (b) your infringement of any third party intellectual property or other rights; (c) breach of applicable law, rule, or regulation; and (d) any other party accessing the Application or using the Service with your assistance or by using any device or account owned or controlled by you.

12. Rewards

We may from time to time provide you certain incentives, bonuses, prizes or rewards for completing certain activities, such as referring new customers or completing a certain number of transactions (“Rewards”). Details regarding the criteria for earning a reward will be described within the Application. Upon satisfaction of the criteria for obtaining a Reward and subject to your compliance with the associated rewards terms, these Terms and applicable law we will use commercially reasonable efforts to promptly transfer the Reward to your digital wallet. We reserve the right to change, modify, discontinue or cancel any rewards programmes (including the frequency and criteria for earning such Rewards), at any time and without notice to you. 

13. Disclaimer

The Services are provided on an “as is” and “as available” basis. The Indemnified Parties disclaim any liability:

• The Service (including the Application) being uninterrupted, secure or bug-free 
• Unlawful use or illicit use of the Services
• Viruses, worms, trojan horses, time bombs, cancel bots, spiders, malware or any other malicious code affecting the Service.

14. Limitation of Liability

To the maximum extent permitted by law, under no circumstances shall an Indemnified Person be liable for any liability, loss, damage, cost or expenses of any kind save to the extension directly caused by the gross negligence, recklessness, wilful default or fraud on the part of ReturnFinance.

No Indemnified Person shall be liable for indirect or consequential loss or loss of profits or loss of opportunity arising from or in connection with the Service.

No Indemnified Party shall be liable for any loss or damage arising in whole or in part for on (i) user error, such as lost or stolen passwords; (ii) network, communications, server delays, disruptions or failures; (iii) data loss or corruption; (iii) malfunction of the blockchain; (iv) malfunction or hacking or tampering with smart contract; (v) any malfunction, alteration, manipulation or adulteration of the blockchain, including network forks, changes in cryptography, flaws in digital cash protocols (v) cyber-attacks or hacking of the network (including wallets); (vi)  loss or destruction in value of an crypto-asset; or (vii) changes in law or regulation.

15. Termination

If you are in breach of these Terms, or any other event occurs that would make provision of the Service commercially unreasonable, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of our Service. We may also at any time terminate your access to the Service in our sole discretion, immediately and without prior notice or giving reason.

16. Change of Terms

We reserve the right to unilaterally change these Terms by serving notice on you.

17. Third Party Rights

Each of the Indemnified Parties benefits from the Terms pursuant to the Contract (Third Party Rights) Act 1999 as if they were a party hereto.

18. Entire Agreement

These terms constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms.

19. Governing Law, Complaints and Disputes

These Terms are governed by and construed in accordance with English law.

In the event of a complaint or dispute, you should first raise the matter with us directly and you and we shall strive to deal with the complaint and resolve the dispute in an amicable fashion to our mutual satisfaction. 

Should you and we fail to resolve our dispute amicably within 28 days of the dispute arising, any dispute shall be resolved in accordance with UKJT Digital Dispute Resolution Rules.

RISK FACTORS

Investment in stablecoins or crypto-assets is highly risky and you may suffer a total loss of the funds you exchange and you should only transmit funds if you have the financial resources to sustain a total loss of such funds.  Any indicated APY is Prior to making any investment you should seek independent, financial, legal and tax advice from a qualified and competent professional.

In particular, you understand and acknowledge that:

• Immature and volatile market: The markets for digital assets are nascent and highly volatile due to factors such as adoption, speculation, technology, security, and regulation. Market prices may fluctuate dramatically over short periods of time and liquidity may be withdrawn suddenly an unexpectedly from any market or protocol

• Unregulated market: DeFi is totally decentralised and not subject to any centralised control or supervision from a central regulator such as a Central Bank or the SEC. Investors do not therefore benefit from any regulatory protections. 

• Interoperability risk: DeFi protocols are built on the blockchain and allow for interoperability between different protocols. The combination of DeFi protocols increases the complexity and exposure to vulnerabilities of each platform.

• DeFi risk: DeFi is predominantly built on open-source code (i.e. is publicly accessible), and as such is susceptible to particular idiosyncratic business risks such as “vampire attacks” by which a competitor exchange copies and edits code to gain a competitive advantage and market share by offering more attractive financial incentives to lure liquidity providers and users to its own platform. 

• Stablecoin risk: Stablecoins may not be fully or adequately collateralised, are subject to price fluctuations and may lose their peg to the underlying fiat currency resulting in a total loss of value.

• Smart contract risk: The Service utilises smart contracts to “yield farm” by investing into liquidity pools or peer to peer lending or other uses to obtain tokens or other incentives in order to generate APY. Smart contracts are deterministic in that they execute automatically, meaning that errors within the code are impossible to rectify. They are also subject to vulnerabilities such as hacking and rely on external data feeds known as “oracles” which may be manipulated. 

• Impermanent loss risk: Liquidity pools involve the risk of “impermanent loss” created by the use of automated marker maker, or “AMM” as prices fluctuate due to trading activity in the market which would crystallise if the assets were removed from the liquidity pool.

• Cryptographic risk: The cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase dramatically at any time.

• Regulatory risk: DeFi is subject to regulatory change which might result in increased costs,  restrictions on our ability to conduct business, one or more yield farming techniques no longer being available each of which may have an adverse effect on our ability to provide the Service or generate APY.
  
• Network and system risk: Using an Internet-based platform such as the Services, including, but not limited to, the failure of hardware, software, and Internet connections. Internet-based platforms such as the Application involve risks including, but not limited to, the failure of hardware, software, and Internet connections.