Curator Addendum
Last Updated Date: August 25, 2026
This Curator Addendum ("Addendum") is between R25 and the party that accepts this Addendum ("Curator") and is effective as of the date of such acceptance ("Effective Date"). This Addendum constitutes Supplemental Terms as defined in the R25 Terms of Use ("R25 Terms"), available at https://www.r25.xyz/, and is incorporated by reference into the R25 Terms. Curator is bound by the R25 Terms as a "Curator" (as defined therein); provided, however, that this Addendum governs Curator's additional rights and obligations in its capacity as a Curator of Vaults on the Service. For the avoidance of doubt, the tools and functionality made available by R25, including the Curator Platform, constitute part of the "Service" as defined in the R25 Terms, and all provisions of the R25 Terms applicable to the Service, including without limitation all disclaimers, limitations of liability, and indemnification obligations, shall apply to Curator's use thereof. In the event of any conflict between this Addendum and the R25 Terms, this Addendum shall prevail to the extent of such conflict. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the R25 Terms.
BY ACCESSING OR USING THE CURATOR PLATFORM, INCLUDING BY CLICKING "I ACCEPT," "I AGREE," OR ANY SIMILAR BUTTON OR CHECKBOX, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS ADDENDUM AND THE R25 TERMS; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT; (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS ADDENDUM PERSONALLY OR ON BEHALF OF THE ENTITY YOU REPRESENT AND TO BIND THAT ENTITY TO THIS ADDENDUM; (4) YOU ARE NOT CURRENTLY OR ORDINARILY LOCATED OR RESIDENT IN THE UNITED STATES, HONG KONG, OR ANY OTHER RESTRICTED JURISDICTION (AS DEFINED IN THE R25 TERMS); AND (5) YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE CURATOR PLATFORM COMPLIES WITH ALL APPLICABLE LAWS IN YOUR JURISDICTION. IF YOU DO NOT AGREE TO BE BOUND BY THIS ADDENDUM, DO NOT ACCESS OR USE THE CURATOR PLATFORM.
1. Curator Obligations
1.1 Responsibility for Risk Management
(a) Curator shall be responsible for configuring the risk parameters and monitoring the risk profile of each Vault (each such Vault, a "Managed Vault"), including establishing and maintaining appropriate collateral requirements, exposure limits, compatible digital asset parameters, and such other risk controls as may be necessary or appropriate to manage the risk of each Managed Vault (collectively, the "Risk Parameters"). Curator shall monitor each Managed Vault on an ongoing basis and shall promptly update the Risk Parameters as necessary to reflect changes in market conditions, protocol risk, or other relevant factors. Curator shall ensure that all Risk Parameters are complete, accurate, and not misleading in any material respect.
(b) R25, through the Service, may provide the tools and functionalities to enable Curator to configure Vault Rules and Risk Parameters and to request the automated generation of smart contracts tailored to Curator's specifications for deployment on Supported Blockchains (the "Curator Platform"). However, Curator bears sole responsibility for the proper use of such tools and for ensuring compliance with all applicable laws, regulations, and obligations. When launching a Vault, Curator must describe the rules associated with depositing digital assets in the Managed Vault (e.g., any lockup period, available rewards, compatible digital assets, collateral requirements, wind-up procedures, etc.) (collectively, the "Vault Rules"). Curator shall ensure that all Vault Rules are complete, accurate, and not misleading in any material respect. Without limiting the generality of the foregoing, Curator may, at its sole discretion, request R25 to limit supplier-side and/or borrower-side access to whitelisted Digital Wallet addresses ("Eligible Addresses") only. Curator may update the list of Eligible Addresses at any time in its sole discretion and request R25 to implement such changes within a commercially reasonable period following notice thereof. For the avoidance of doubt, Vaults created through the Curator Platform will not automatically be displayed or made accessible on the Website or Application. Curator must take additional actions as required by R25 with respect to such display in accordance with R25's then-current policies and procedures. R25 reserves the right, in its sole discretion, to approve or deny any such request for display.
(c) Curator acknowledges and agrees that R25 does not provide legal, regulatory, tax, or compliance advice, and does not make any representations regarding the legal or regulatory classification of any Vault, digital asset, or Vault-related activity. Curator represents that it has conducted its own independent analysis regarding applicable laws and regulatory requirements with respect to its performance hereunder and is not relying on R25 in connection therewith. Under no circumstances shall R25 be responsible for (i) maintaining sufficient digital assets within each Vault to satisfy all outstanding withdrawal requests of Vault Users, or (ii) attracting or maintaining a sufficient number of Vault Users for any Managed Vault.
1.2 Responsibility to Vault Users
Curator acknowledges and agrees that, as between Curator and R25, Curator is solely responsible for:
- (a) the accuracy, completeness, and implementation of the Risk Parameters and Vault Rules for each Managed Vault;
- (b) any disclosures made by Curator to users of a Managed Vault or to any third party, whether on-chain, through the Service, or otherwise;
- (c) the ongoing monitoring and management of the risk profile of each Managed Vault;
- (d) not modifying, amending, or deviating from the Vault Rules applicable to any Vault without providing prior written notice to affected Vault Users and, to the extent required, obtaining any necessary consents; and
- (e) promptly notifying R25 in writing of any material deviation from, or inability to comply with, the applicable Vault Rules.
Curator acknowledges and agrees that any failure to operate a Vault in accordance with the applicable Vault Rules shall constitute a material breach of this Addendum. For purposes of this Addendum, a "Vault User" means any user who deposits digital assets into, borrows digital assets against collaterals from, or otherwise interacts with, a Managed Vault on the Service. Curator further agrees that R25 has no responsibility or liability to any Vault User arising from or relating to any Risk Parameters, disclosures, or risk management activities implemented by Curator.
1.3 No Custodial or Fiduciary Relationship
R25 does not have possession, custody, or control of any digital assets, private keys, or wallets, and does not execute, settle, or direct transactions on behalf of Curator or any Vault User. Curator's use of the Service does not establish any custodial, fiduciary, advisory, investment management, or similar relationship between R25 and Curator. Nothing in this Addendum, nor any conduct of R25, shall be deemed to create any fiduciary, trustee, advisory, investment management, or similar duty owed by R25 to Curator or any Vault User.
1.4 Suspension or Removal
1.4.1 Suspension or Removal of Curator
R25 reserves the right, in its sole discretion and without liability to Curator, to suspend, disable, or remove Curator from the list of eligible Curators made available on the Service, or to restrict Curator's access to any Managed Vault, for any reason or for no reason, including, without limitation, where R25 determines that Curator (a) poses legal, regulatory, security, or reputational risk, (b) may adversely affect the Service or other users, or (c) has breached this Addendum or the R25 Terms. R25 shall use commercially reasonable efforts to provide Curator with prior written notice of any such action, except where R25 determines, in its sole discretion, that immediate action is necessary to address an imminent security threat, legal requirement, or risk of material harm to the Service or its users.
1.4.2 Suspension or Removal of Vaults
R25 reserves the right, in its sole discretion and without liability to Curator, to suspend, disable, remove, or restrict access to any Vault created or operated by Curator through the Service for any reason or for no reason, including, without limitation, where R25 determines that such Vault (a) poses legal, regulatory, security, or reputational risk, (b) may adversely affect the Service or other users, or (c) involves a breach of this Addendum or the R25 Terms. R25 shall use commercially reasonable efforts to provide Curator with prior written notice of any such action, except where R25 determines, in its sole discretion, that immediate action is necessary to address an imminent security threat, legal requirement, or risk of material harm to the Service or its users.
1.4.3 Transition upon Suspension or Removal
Upon any suspension or removal of Curator or a Vault, Curator shall cooperate with R25 and any affected Vault User to facilitate (i) the orderly transition of risk management responsibilities for any affected Managed Vaults, and/or (ii) the orderly wind-down of such Vault, including the return of digital assets to Vault Users in accordance with the applicable Vault Rules.
2. Representations and Warranties
Curator represents and warrants that:
- (a) Curator is not located in, incorporated or otherwise established in, or resident of, the United States, Hong Kong, or any country or territory that is the subject of sanctions or embargoes imposed by the Office of Foreign Assets Control ("OFAC") of the U.S. Treasury Department, or any other Restricted Jurisdiction;
- (b) Curator is not an individual or entity, or acting on behalf of an individual or entity, that is listed on any sanctions list or embargoes, including but not limited to the Specially Designated Nationals and Blocked Persons List ("SDN") maintained by OFAC;
- (c) Curator is not otherwise blocked or denied under any OFAC sanctions program;
- (d) Curator's access and use of the Service and performance of risk management services in connection with any Managed Vault will comply with all applicable laws and regulations;
- (e) Curator possesses the requisite knowledge, expertise, and experience to perform the risk management functions contemplated by this Addendum;
- (f) Curator will at all times when asked provide accurate information regarding Curator's nationality and country of residence; and
- (g) Curator will not use a virtual private network ("VPN") or any other tool to circumvent any geo-blocking and/or other restrictions that R25 may have implemented in connection with the Service.
3. Fees
3.1 Fee Payment
Curator will pay R25 the technology service and software license fees applicable to Curator's use of the Curator Platform and the Smart Contract License in connection with Managed Vaults, including any protocol fees, transaction fees, or other fees, in each case as set forth on the Service and in the R25 Terms or otherwise indicated on the Curator Platform (collectively, "Fees"). Curator acknowledges and agrees that R25 may deduct Fees directly from rewards, yields, or other amounts generated by or through any Managed Vault, via smart contract or other automated mechanism, without further action or consent by Curator, or request the Curator to pay R25 the Fees through other means agreed upon by R25 and Curator. All Fees are non-cancellable, non-refundable, and non-recoupable.
3.2 Fee Changes
R25 may update the Fees from time to time in its sole discretion. R25 shall provide Curator with not less than thirty (30) days' prior notice of any change to the Fees applicable to Curator's existing Managed Vaults, which notice may be provided through the Service or by any other means specified in this Addendum. Curator's continued performance of risk management services following the effective date of any Fee change shall constitute Curator's acceptance of such change.
4. Disclaimers
4.1 No Liability for Vaults
To the maximum extent permitted by applicable law:
- (a) R25 disclaims all liability for any loss, corruption, unauthorized disclosure, or misuse of any Vault;
- (b) R25 makes no representations or warranties regarding the availability, reliability, or integrity of any Vaults;
- (c) R25 shall not be liable for any damages, including loss of access, assets, or data, arising out of or related to Curator's use or inability to use any Vaults; and
- (d) R25 makes no representations or warranties regarding any collateral assets accepted by or deposited into any Vault, and such collateral assets are issued by third parties and may be exposed to default risk, technology risk, market risk, operational risk, liquidity risk, and other risks, and R25 disclaims all liability in connection therewith.
4.2 No Liability for Vault User
R25 makes no representation or warranty as to the qualifications, eligibility, solvency, or suitability of any Vault User, and the availability of any Vault User on the Service does not constitute an endorsement, recommendation, or approval by R25. R25 disclaims all liability related to the acts or omissions of any Vault User that has selected Curator to manage the risk of any Vault. Curator acknowledges that it performs risk management services at its own risk and agrees that it will not hold R25 liable for any damages sustained by Curator or any Vault User based on any Vault User's actions or inactions.
5. Intellectual Property
5.1 Ownership
As between the parties, R25 retains all right, title, and interest in and to the Service, including the Curator Platform, all smart contracts generated through the Curator Platform, software, source code, object code, technology, and associated intellectual property rights. Nothing in this Addendum shall transfer to Curator any intellectual property rights in the Service or any smart contract generated through the Curator Platform.
5.2 Smart Contract License
Subject to Curator's compliance with the terms and conditions of this Addendum, including the payment of all applicable Fees, R25 hereby grants to Curator during the term of this Addendum, a limited, non-exclusive, non-transferable, revocable, worldwide license to deploy and utilize smart contracts generated through the Curator Platform solely in connection with the operation of Managed Vaults on Supported Blockchains (the "Smart Contract License"). The Smart Contract License shall automatically terminate upon termination of this Addendum or upon Curator's breach of this Addendum or the R25 Terms.
5.3 License Restrictions
Curator acknowledges and agrees that:
- (a) the source code of smart contracts generated through the Curator Platform may be published by R25, and Curator shall have no expectation of confidentiality with respect thereto;
- (b) except as expressly permitted with respect to the configuration of Risk Parameters, Curator shall not modify, alter, adapt, reverse engineer, decompile, or create derivative works of any smart contract generated through the Curator Platform; and
- (c) R25 makes no representation or warranty as to the functionality, quality, security, or fitness for any particular purpose of any smart contract generated through the Curator Platform, and Curator is solely responsible for engaging independent smart contract auditors and other service providers at Curator's own discretion and expense.
5.4 Curator License to R25
Curator retains all right, title, and interest in and to its own assets, methodologies, risk models, and proprietary information; provided, however, that Curator hereby grants to R25 a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sub-licensable (to R25's service providers and its and their successors and assigns) license to use, reproduce, modify, adapt, create derivative works of, and otherwise exploit the strategies, methodologies, Risk Parameters, and any other materials provided by Curator in connection with any Managed Vault, solely for the purposes of developing, deploying, operating, and maintaining smart contracts and the Service. For the avoidance of doubt, the foregoing license shall survive any termination or expiration of this Addendum. Nothing in this Addendum shall transfer to R25 any intellectual property rights in Curator's proprietary information except as expressly set forth in this Section 5 and in the R25 Terms.
6. Indemnification
Without limiting Curator's indemnification obligations under the R25 Terms, Curator will indemnify, defend, and hold harmless R25, its affiliates, and its and their respective directors, officers, employees, representatives, and agents from and against any and all losses, liabilities, damages, fees, expenses, and costs (including reasonable attorneys' fees and court costs) incurred from any third-party actions, demands, proceedings, and claims brought by Vault Users arising from or relating to Curator's performance or failure to perform risk management services in connection with any Managed Vault.
7. Term and Termination
7.1 Term
This Addendum shall commence on the Effective Date and shall continue in full force and effect until terminated in accordance with this Section 7. Without limiting R25's right to invoke an immediate suspension under Section 1.4 hereof, either party may terminate this Addendum for convenience and without cause by providing the other party with not less than thirty (30) days' prior written notice. During the notice period, the parties shall continue to perform their respective obligations in good faith to ensure the orderly transition of risk management responsibilities for any Managed Vaults. Either party may terminate this Addendum immediately upon written notice if a change in applicable laws, regulations, or governmental policies materially affects the ability of either party to perform its obligations under this Addendum, or makes the continuation of this Addendum unlawful.
7.2 Effects of Termination
Upon termination of this Addendum for any reason:
- (a) Curator shall immediately cease accepting selection as Curator for new Vaults on the Service;
- (b) Curator shall cooperate with R25 and any affected Vault Users to facilitate the orderly transition of risk management responsibilities for all Managed Vaults;
- (c) all accrued and unpaid Fees shall be settled within thirty (30) days of the effective date of termination;
- (d) all licenses and rights granted under this Addendum, including the Smart Contract License, shall cease, except (i) as necessary to effect the transition of risk management responsibilities for existing Managed Vaults and (ii) as otherwise provided in Section 5 (Intellectual Property); and
- (e) Sections 2 (Representations and Warranties), 5 (Intellectual Property), 6 (Indemnification), 8 (Confidentiality), and 9 (General Provisions) shall survive termination of this Addendum.
For clarity, termination of this Addendum shall not terminate Curator's account governed by the R25 Terms.
8. Confidentiality
(a) Curator shall hold in confidence all non-public information of R25 or third parties disclosed by R25 in connection with this Addendum that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential ("Confidential Information"). Confidential Information includes, without limitation, the terms and conditions of this Addendum, business strategies, financial information, technical data, and proprietary methodologies. Curator shall not disclose any Confidential Information to any third party except to its directors, officers, employees, advisors, and agents who have a need to know such information and who are bound by confidentiality obligations no less protective than those set forth herein. Curator shall use Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Addendum.
(b) The obligations set forth in Section 8.1 shall not apply to information that:
- (i) is or becomes publicly available other than as a result of a disclosure by Curator;
- (ii) was known to Curator prior to disclosure by R25, as evidenced by written records;
- (iii) is independently developed by Curator without use of or reference to the Confidential Information; or
- (iv) is disclosed to Curator on a non-confidential basis by a third party that is not subject to any obligation of confidentiality with respect to such information.
If Curator is required by law, court order, or governmental authority to disclose any Confidential Information, Curator shall, to the extent permitted by law, promptly notify R25 prior to such disclosure and cooperate with R25 in seeking a protective order or other appropriate remedy.
9. General Provisions
9.1 Governing Law; Venue
Section 16 of the R25 Terms shall apply to any dispute arising out of or relating to this Addendum, mutatis mutandis.
9.2 Entire Agreement
This Addendum, together with the R25 Terms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, and agreements between the parties, whether written or oral, relating to such subject matter.