Non-custodial wallet (unhosted wallet)

Technical service outside the scope of MiCA

Recitals, scope and nature of the service

1.1 These Terms and Conditions of the DeFi Wallet Service (the “DeFi Wallet Terms”) govern the use of the software infrastructure known as the “DeFi Wallet”, made available by Young Platform S.p.A. (hereinafter “Young Platform” or the “Company”) exclusively through the Young Platform mobile application (the “App”).

1.2 The DeFi Wallet Terms constitute a special set of rules and supplement the Young Platform General Terms and Conditions (the “General Terms”), which continue to apply save as otherwise provided herein. In the event of any conflict, the DeFi Wallet Terms shall prevail with respect to the DeFi Wallet. Capitalised terms not defined in these DeFi Wallet Terms have the meaning given to them in the General Terms.

1.3 The DeFi Wallet is a software service that enables the User to create and use a non-custodial wallet, to independently authorise On-chain Transactions and to interact with the Enabled Protocols. In relation to the DeFi Wallet, the Company acts solely as the provider of the technological infrastructure and neither holds nor controls the User’s Crypto-assets or the means by which the User authorises their use. The Company cannot unilaterally dispose of the User’s Crypto-assets.

1.4 In light of the characteristics described in these DeFi Wallet Terms, the DeFi Wallet is not offered as a service of custody and administration of Crypto-assets on behalf of clients, nor as any other crypto-asset service regulated under Regulation (EU) 2023/1114 (“MiCA”). Accordingly, the DeFi Wallet does not benefit from the protections that MiCA specifically affords to the clients of regulated crypto-asset service providers, including those relating to custody and administration under Article 75 MiCA and to the complaints-handling procedure under Article 71 MiCA. This is without prejudice to the User’s rights and to any applicable mandatory provisions, including those on consumer protection and anti-money laundering.

1.5 Before activating the DeFi Wallet, the User declares that they have read and accepted these DeFi Wallet Terms and the General Risk Disclosure made available in the App. In particular, the User acknowledges that the DeFi Wallet is not a custody service, that On-chain Transactions are authorised by the User, and that the User remains responsible for managing their own means of access and for the transactions they confirm.

Definitions

2.1 For the purposes of these DeFi Wallet Terms, the following terms have the meaning set out below.

“App” means the Young Platform mobile application through which the DeFi Wallet is made available.

“Crypto-assets” means the crypto-assets held or transferred by the User through the DeFi Wallet.

“DeFi Wallet” means the non-custodial software infrastructure described in these DeFi Wallet Terms.

“Full Key Takeover” means the procedure made available in the App that enables the User, by following the applicable technical instructions, to obtain full and independent control of their Crypto-assets outside the Young Platform ecosystem, including by reconstructing or exporting the Private Keys, where provided for by the applicable technical flow, and by transferring the Crypto-assets from the relevant Smart Contract Wallet to a Non-Custodial Wallet of the User’s choosing, including, where available, the option of transferring them to the wallet used by the User to authorise On-chain Transactions.

“Gas Fee” means the network fees payable to the relevant blockchain for the execution of an On-chain Transaction.

“Private Keys” means the private cryptographic keys or other cryptographic elements which, according to the applicable technical configuration, enable the User to authorise On-chain Transactions and to dispose of their Crypto-assets.

“On-chain Transaction” means any transfer, signature, approval or interaction recorded on the blockchain and carried out by the User through the DeFi Wallet, including interaction with the Enabled Protocols.

“DeFi Position” means any position, exposure, deposit, loan, staking, liquidity provision or other position opened by the User through interaction with an Enabled Protocol.

“Enabled Protocols” means the decentralised protocols, blockchain networks and assets that the Company makes technically available in the App for interaction through the DeFi Wallet.

“Technology Provider” means the third-party provider the Company may rely on for technical components of the DeFi Wallet, including, where applicable, the cryptographic transaction-authorisation technology, such as Multi-Party Computation (MPC), and the wallet components required for its operation.

“Smart Contract Wallet” means the wallet or on-chain component associated with the DeFi Wallet in which the User’s Crypto-assets may be recorded and from which the transfers connected with the Full Key Takeover procedure may be executed.

“Non-Custodial Wallet” means a digital wallet in which the User holds and controls the means of access to their Crypto-assets, without any third-party provider assuming custody or control of them.

Activation and ongoing disclosure

3.1 The DeFi Wallet is not activated automatically. Its activation requires an express declaration of intent by the User and confirmation that the User has read and accepted these Terms and Conditions, together with the pre-activation disclosure and AML questionnaire available in the App.

3.2 When the User opens the section of the App dedicated to the DeFi Wallet, and on the screens relevant to its operation, the App displays a clear and easily accessible notice recalling the non-custodial nature of the service, the fact that the Company does not hold the Crypto-assets in custody, and the User’s responsibility for the transactions they confirm. The notice remains available for the User to consult throughout their use of the service.

3.3 The App interface distinguishes the DeFi Wallet from any regulated services provided by the Company, so as to prevent the User from believing that the DeFi Wallet constitutes a custody service or benefits from the protections specific to such services.

3.4 The transfer of Crypto-assets from the wallet held in custody by the Company to the DeFi Wallet constitutes an on-chain transfer to a non-custodial wallet. Such transfer is subject to the applicable anti-money laundering legislation and Travel Rule, within the limits set out in Article 8.

Operation of the DeFi Wallet and Enabled Protocols

4.1 The DeFi Wallet enables the User to independently authorise On-chain Transactions. The Company provides the software infrastructure and may rely on the Technology Provider for the relevant technical components; this does not confer on the Company the power to unilaterally authorise On-chain Transactions or to independently dispose of the User’s Crypto-assets.

4.2 The Company may restrict the operation of the DeFi Wallet to the Enabled Protocols and may modify, suspend or withdraw the availability of a protocol, network or asset for technical, security, regulatory-compliance or product-development reasons. Before any interaction, the App makes available to the User the relevant operational information on the Enabled Protocols and on the supported assets and networks.

4.3 The selection or availability of an Enabled Protocol does not constitute a financial recommendation, investment advice, a solicitation of public savings, a guarantee of returns or any guarantee as to the security or functioning of the protocol, blockchain network or smart contract concerned.

4.4 Use of the DeFi Wallet may entail the payment of Gas Fees and, where provided for and indicated in the App before confirmation, of fees for the use of the infrastructure. Before each On-chain Transaction, the App displays to the User the applicable fees and any other known cost relating to the transaction. The availability of alternative payment methods, if any, is discretionary, may be limited in time and does not constitute a right of the User.

Transactions with third-party DeFi protocols

5.1 On-chain Transactions carried out by the User through lending, borrowing, staking, liquidity provision or other interactions with third-party decentralised protocols are concluded directly between the User and the protocol concerned, by means of the cryptographic authorisations given by the User. The Company is not the User’s counterparty, lender, borrower, liquidity provider, custodian, intermediary or adviser, and does not provide credit, deposit-taking or credit-brokerage services in relation to such transactions.

5.2 The legal and economic relationships arising from interaction with decentralised protocols exist exclusively between the User and the relevant protocol. The User acknowledges that the terms, economic outcomes, execution and any liquidation of a DeFi Position depend on the rules of the protocol and of the relevant blockchain.

User responsibilities and risks of the service

6.1 The User is responsible for the safekeeping, confidentiality and security of their Private Keys, devices, credentials and the systems used to access the DeFi Wallet, as well as for every On-chain Transaction they authorise.

6.2 Before confirming an On-chain Transaction, the User must carefully check the destination address, the amounts, the fees, the protocol, the parameters and any other information made available in the App. On-chain Transactions are normally irreversible and the Company cannot cancel, revoke or reverse them.

6.3 The User acknowledges that the loss, theft, compromise or unauthorised use of the Private Keys or means of access may result in the irreversible loss of access to the Crypto-assets. To the extent technically possible and provided for by the applicable procedure, the User may make use of the Full Key Takeover function; the Company does not guarantee the recovery of access or of Crypto-assets that have already been lost, compromised or transferred.

6.4 Use of the DeFi Wallet and of the Enabled Protocols entails, among others, risks of volatility, insufficient liquidity, financial loss, liquidation of DeFi Positions, vulnerabilities or errors in smart contracts, cyber-attacks, congestion, malfunctions or changes to blockchains, unavailability of networks and protocols, and changes to the terms and rules of third-party services. The User uses the DeFi Wallet and interacts with decentralised protocols knowingly assuming those risks.

Limitations and exclusions of the Company’s liability

7.1 Without prejudice to mandatory provisions of law, including consumer-protection legislation, the Company is liable for direct and immediate damage resulting from wilful misconduct or gross negligence in the provision of the DeFi Wallet software infrastructure.

7.2 To the extent permitted by law, and unless the damage is directly attributable to the Company’s wilful misconduct or gross negligence, the Company is not liable for: (i) the loss, theft, compromise or unauthorised use of the User’s Private Keys, devices or credentials; (ii) the economic consequences of On-chain Transactions or DeFi Positions independently opened, modified or closed by the User; (iii) malfunctions, vulnerabilities, suspensions, hard forks, attacks or other events relating to decentralised protocols, blockchain networks, smart contracts or third-party services; and (iv) delays or non-execution attributable to blockchain networks, validators, connectivity providers or other third parties, including the Technology Provider, where such events are not attributable to a breach by the Company.

7.3 Nothing in these DeFi Wallet Terms excludes or limits the Company’s liability where such exclusion or limitation is not permitted under applicable law.

Anti-money laundering obligations and Travel Rule

8.1 Transfers of Crypto-assets to or from the DeFi Wallet are subject to the applicable anti-money laundering legislation and Travel Rule. The User may be required to provide information and documentation, and to declare under their own responsibility their ownership or control of the destination and/or originating wallet, including with reference to non-custodial wallets belonging to the User or to third parties.

8.2 Where the User fails to provide the requested information, provides inaccurate information, or the checks required under applicable law cannot be carried out, the Company may suspend, refuse or delay the transfer, within the limits and in the manner provided by law. A false declaration as to the ownership or control of a wallet constitutes a breach of these DeFi Wallet Terms and may give rise to the measures provided for in the General Terms and under applicable law.

Term, termination and Full Key Takeover

9.1 These DeFi Wallet Terms are of indefinite duration and remain in force until the User or the Company ceases use of the DeFi Wallet, as provided in this Article and in the General Terms.

9.2 The User may cease using the DeFi Wallet at any time by initiating the Full Key Takeover procedure in the App. Depending on the instructions made available in the App, the procedure may require: (i) the closure, repayment or withdrawal of any open DeFi Positions; (ii) the payment of Gas Fees and any applicable costs; and (iii) the transfer of all Crypto-assets from the relevant Smart Contract Wallet to a Non-Custodial Wallet of the User’s choosing. The outcome and timing of these operations also depend on the blockchain network and the third-party protocols concerned.

9.3 The Company may suspend or discontinue the availability of the DeFi Wallet in the cases provided for in the General Terms or for technical, security, regulatory-compliance or risk-management reasons. Save in high-risk cases or where this would be incompatible with regulatory or security obligations or with measures ordered by an Authority, the Company shall give at least 10 (ten) days’ notice of discontinuation and shall keep the Full Key Takeover procedure available for that period. In the event of a security threat, suspected fraud, binding regulatory obligations, measures ordered by an Authority or any other high-risk situation, suspension or discontinuation may take effect immediately; the Company shall inform the User without delay and shall make available, to the extent technically and legally possible, the instructions needed to manage the Crypto-assets and the DeFi Positions.

Amendments, communications and support

10.1 The Company may amend these DeFi Wallet Terms in the manner and within the time limits provided for in the General Terms. Amendments apply to use of the DeFi Wallet after they take effect. If the User does not wish to accept them, they may cease using the DeFi Wallet in accordance with Article 9.

10.2 Communications relating to the DeFi Wallet are made through the channels indicated in the General Terms, in the App or through the dedicated channels that the Company may make available from time to time.

10.3 To report issues relating to the functioning of the technical infrastructure, the User may contact the Company through the assistance and support channels at the following e-mail address: [email protected]. This support channel is without prejudice to the User’s statutory rights, including any applicable alternative dispute resolution mechanisms.

Processing of personal data

11.1 The processing of the User’s personal data in connection with the DeFi Wallet is carried out in accordance with applicable law and as set out in the Company’s Privacy Policy, made available in the App and through the Company’s official channels.

Governing law and jurisdiction

12.1 These DeFi Wallet Terms are governed by Italian law. For disputes with a User who is a consumer, the courts of the place where the consumer is resident or has elected domicile, where located within the territory of the Italian State, shall have exclusive jurisdiction, in accordance with applicable law. For all other disputes, the provisions of the General Terms apply.

Specific approval of clauses

13.1 Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the User declares that they specifically approve the following clauses: Article 4 (operation of the DeFi Wallet and Enabled Protocols); Article 5 (transactions with third-party DeFi protocols); Article 6 (User responsibilities and risks of the service); Article 7 (limitations and exclusions of the Company’s liability); Article 8 (anti-money laundering obligations and Travel Rule); Article 9 (term, termination and Full Key Takeover); Article 10 (amendments to the Terms); Article 12 (governing law and jurisdiction).

13.2 The specific approval under this Article is without prejudice to the application, in favour of the consumer, of the rules set out in Articles 33 et seq. of the Italian Consumer Code and does not constitute individual negotiation within the meaning of Article 34(4) of that Code.