Terms of Service

01Acceptance of the Terms

By accessing or using the Services, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy and Risk Disclosures, which are incorporated herein by reference. These Terms apply to all users of the Services, including users who interact with the Divigent smart contracts directly, programmatically through the Divigent SDK, or through any front-end interface that integrates the Divigent Protocol.

If you are using the Services on behalf of an entity, organization, or another person, you represent and warrant that you have the authority to bind that entity, organization, or person to these Terms, and that "you" refers both to you individually and to such party.

02Definitions

"Divigent Protocol" means the collection of open-source smart contracts deployed by Divigent on the Base network and any other blockchain network on which Divigent deploys contracts, including without limitation the DivigentVaultRouter, DivigentYieldOracle, DivigentFeeCollector, and the non-transferable ERC-20 receipt token dvUSDC.

"User" or "you" means any person, agent, or entity that accesses or uses the Services.

"Wallet" means a non-custodial digital asset wallet, including AI agent wallets, that holds and transacts digital assets on a blockchain network.

"Venue" means any third-party decentralized finance protocol or smart contract system to which the Divigent Protocol routes assets, including without limitation Aave V3 and Morpho Prime at launch, and any additional venues that may be integrated over time.

"Digital Asset" means any cryptocurrency, stablecoin, token, or other digital representation of value that is recorded on a blockchain network.

03Description of the Services

The Divigent Protocol is non-custodial yield infrastructure for AI agent wallets and other on-chain Wallets. The Protocol observes Wallet payment activity, sizes a working liquidity reserve adaptively based on observed flows, and routes surplus capital across one or more Venues to generate yield while preserving payment liquidity. The Protocol issues a non-transferable receipt token (dvUSDC) to depositors that represents their proportional claim on routed assets.

The Services include the open-source smart contracts that constitute the Divigent Protocol, the Divigent SDK, the website at divigent.ai, any associated user interfaces, documentation, and other software or content we make available.

The Services are non-custodial. At no time does Divigent take custody of, control, or have access to your Digital Assets, your private keys, or your seed phrases. All transactions are executed by you or by your Wallet on a public blockchain network. Divigent does not act as a broker, dealer, exchange, custodian, money transmitter, investment adviser, or financial institution. Divigent does not offer any banking, deposit, brokerage, lending, or other regulated financial service.

04Eligibility

To use the Services, you must:

• Be at least eighteen (18) years of age and have the legal capacity to enter into a binding contract;
• Not be a resident, citizen, or located in a Prohibited Jurisdiction (defined below);
• Not be a Sanctioned Person (defined below);
• Not have been previously suspended or removed from the Services;
• Be using the Services for a lawful purpose and in compliance with all applicable laws and regulations.

If you are using the Services on behalf of an AI agent or autonomous software system, you represent and warrant that the operator or principal of that agent satisfies each of the above conditions.

05Prohibited Jurisdictions and Sanctions Compliance

Prohibited Jurisdictions. You may not access or use the Services if you are a resident, citizen, or located in any of the following jurisdictions, or in any other jurisdiction in which use of the Services would violate applicable law (each, a "Prohibited Jurisdiction"):

• Any country or region subject to comprehensive sanctions administered by the U.S. Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, His Majesty's Treasury of the United Kingdom, or any other applicable governmental authority, including without limitation Cuba, Iran, North Korea, Syria, the Crimea region, and the so-called Donetsk and Luhansk People's Republics of Ukraine;
• Any jurisdiction in which the offer or use of the Services would violate applicable law.

Sanctioned Persons. You represent and warrant that you are not, and are not acting on behalf of, any person who is (i) named on any sanctions list maintained by OFAC, the United Nations, the European Union, the United Kingdom, or any other applicable governmental authority, or (ii) owned or controlled by any such person (a "Sanctioned Person").

Divigent reserves the right to restrict or block access to the Services from any jurisdiction or address, in its sole discretion, including to comply with sanctions and other applicable laws.

06Non-Custodial Nature of the Protocol

You acknowledge and agree that:

• The Divigent Protocol is non-custodial. You retain full ownership and control of your Digital Assets at all times. Divigent contracts do not hold spendable balances on behalf of any Wallet.
• You are solely responsible for the security of your Wallet, your private keys, your seed phrases, and any credentials used to access the Services. We cannot recover lost keys, reverse transactions, or restore access to lost assets.
• Transactions executed through the Services are recorded on a public blockchain and are irreversible. You bear sole responsibility for all transactions initiated by you or by your Wallet.
• Divigent does not act as a fiduciary, agent, or trustee for you, and no fiduciary duties are created by your use of the Services.

07Third-Party Protocols and Services

The Divigent Protocol routes Digital Assets to and from Venues operated by independent third parties, including without limitation Aave V3, Morpho Prime, and additional Venues that may be integrated over time. Divigent has no control over, and assumes no responsibility for, the operation, security, performance, or solvency of any Venue or any other third-party protocol, service, or infrastructure.

Your use of the Services may also rely on third-party infrastructure including but not limited to the Base network, RPC providers, oracle providers, wallet providers, and stablecoin issuers. Divigent does not control and is not responsible for the availability, accuracy, or operation of any such third-party infrastructure.

You understand and agree that risks associated with third-party Venues and infrastructure — including smart contract risk, governance risk, depeg risk, oracle risk, and network risk — are borne by you. Please review the Risk Disclosures for a more complete description.

08Smart Contracts and Open-Source Software

The Divigent Protocol consists of smart contracts deployed on public blockchain networks. The smart contracts are open-source and have been audited by Oak Security. The audit report is available in the public Divigent GitHub repository. An audit does not guarantee that the smart contracts are free of bugs, vulnerabilities, or errors, and you should not rely on the audit as a guarantee of safety. See the Risk Disclosures for additional information.

The Divigent SDK and certain other components of the Services are made available under open-source licenses. Your use of any such open-source component is governed by the applicable license, which is incorporated herein by reference. To the extent there is any conflict between an open-source license and these Terms with respect to the licensed component, the open-source license controls.

09Fees

The Divigent Protocol charges a performance fee equal to ten percent (10%) of yield generated for a Wallet through the Protocol. The performance fee is taken automatically by the protocol smart contracts and is transparent on-chain. Divigent does not currently charge deposit fees, withdrawal fees, or any subscription or service fees, but reserves the right to introduce additional fees in the future upon notice to users.

Your use of the Services will incur network transaction fees (commonly known as "gas") paid to the underlying blockchain network. These network fees are paid by you to the network, not to Divigent. Divigent has no control over network fees and is not responsible for fluctuations in such fees.

10User Representations and Warranties

By using the Services, you represent and warrant that:

• All information you provide to us is true, accurate, current, and complete;
• You are using the Services for your own account and not on behalf of another person, except where you are acting as an authorized operator of an AI agent or entity and have authority to bind that agent or entity;
• You are a sophisticated user with sufficient knowledge and experience to evaluate the risks of using the Services and of interacting with decentralized finance protocols generally;
• You have obtained any independent legal, tax, financial, or other professional advice you consider necessary in connection with your use of the Services;
• Your use of the Services does not violate any applicable law or regulation, any contract to which you are a party, or any rights of any third party;
• You are not using the Services in connection with any illegal activity, including without limitation money laundering, terrorist financing, fraud, tax evasion, market manipulation, or the violation of sanctions.

11Prohibited Activities

You agree not to:

• Use the Services to engage in any illegal, fraudulent, deceptive, or abusive activity;
• Use the Services to circumvent any sanctions, export controls, or anti-money laundering laws;
• Attempt to gain unauthorized access to the Services, our systems, our smart contracts, or the accounts or wallets of other users;
• Interfere with, disrupt, or attempt to manipulate the operation of the Services, including by deploying bots, scrapers, or other automated systems that exceed reasonable use;
• Reverse engineer, decompile, or attempt to extract the source code of any closed-source component of the Services;
• Use the Services in any manner that infringes any intellectual property right, privacy right, or other right of any third party;
• Engage in any front-running, oracle manipulation, sandwich attack, governance attack, flash loan attack, or other market or protocol manipulation against the Divigent Protocol or any Venue accessed through the Protocol;
• Use the Services for any purpose that violates these Terms or applicable law.

We reserve the right to investigate and prosecute violations of these Terms to the fullest extent permitted by law, and to cooperate with law enforcement authorities.

12Intellectual Property

Except for content licensed under an open-source license, all intellectual property rights in and to the Services, including without limitation the Divigent name, mark, logo, design, website, documentation, and any text, graphics, or other content we make available, are owned by Divigent or its licensors. Nothing in these Terms grants you any right or license to use any Divigent trademark, service mark, or trade name without our prior written consent.

You retain ownership of any content you submit to us. By submitting any content (such as feedback or correspondence), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, and otherwise exploit such content for any purpose related to the operation and improvement of the Services.

13Privacy

Our collection and use of personal information in connection with the Services is described in our Privacy Policy, which is incorporated into these Terms by reference.

14Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DIVIGENT AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS (COLLECTIVELY, THE "DIVIGENT PARTIES") DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, THE DIVIGENT PARTIES MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE INFORMATION OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE, (D) THE SMART CONTRACTS WILL BE FREE FROM BUGS OR VULNERABILITIES, (E) ANY VENUE WILL REMAIN SOLVENT OR OPERATIONAL, OR (F) ANY YIELD WILL BE GENERATED OR THAT THE VALUE OF YOUR DIGITAL ASSETS WILL BE PRESERVED OR APPRECIATE.

NOTHING IN THE SERVICES CONSTITUTES INVESTMENT, FINANCIAL, LEGAL, TAX, OR ANY OTHER FORM OF PROFESSIONAL ADVICE. YOU SHOULD CONSULT QUALIFIED PROFESSIONALS BEFORE MAKING ANY DECISION TO USE THE SERVICES.

15Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY OF THE DIVIGENT PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST DATA, LOST OPPORTUNITY, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF DIVIGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE DIVIGENT PARTIES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO DIVIGENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND APPLY TO ALL CLAIMS OF EVERY KIND, INCLUDING CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, STATUTORY, AND ANY OTHER LEGAL THEORY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN FULL. IN SUCH CASES, THE LIABILITY OF THE DIVIGENT PARTIES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

16Indemnification

You agree to indemnify, defend, and hold harmless the Divigent Parties from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses, including reasonable attorneys' fees, arising out of or related to (i) your use of the Services, (ii) your violation of these Terms, (iii) your violation of any applicable law or any right of any third party, or (iv) any content or information you submit to us. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with us in asserting any available defenses.

17Dispute Resolution and Binding Arbitration

Please read this section carefully. It requires you to resolve disputes with Divigent through binding arbitration and limits the ways in which you can seek relief.

Informal Resolution. Before bringing any formal proceeding, you agree to first contact us at hello@divigent.ai and attempt in good faith to resolve the dispute informally for a period of sixty (60) days.

Binding Arbitration. If we cannot resolve the dispute informally, any controversy or claim arising out of or related to these Terms or the Services will be resolved exclusively by final and binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) in accordance with its then-current rules. The arbitration will be conducted in Wilmington, Delaware, in the English language, before a single arbitrator. Judgment on the award rendered may be entered in any court of competent jurisdiction.

Class Action Waiver. YOU AND DIVIGENT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

Exceptions. Either party may bring an individual action in small claims court, or seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

18Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Subject to the arbitration provisions above, the courts located in Wilmington, Delaware will have exclusive jurisdiction over any dispute arising out of or related to these Terms or the Services, and you consent to the personal jurisdiction and venue of such courts.

19Modifications to These Terms

We may modify these Terms at any time by posting the revised Terms on the website and updating the "Last Updated" date above. Your continued use of the Services after the effective date of any revised Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services. Material changes will be communicated through the Services or, where appropriate, by other means.

20Termination

We may suspend or terminate your access to the Services at any time, for any reason or for no reason, with or without notice. The Divigent Protocol smart contracts, however, are immutable code deployed on a public blockchain network, and your ability to interact with the smart contracts directly is not subject to our control. Upon termination, the provisions of these Terms that by their nature should survive will survive, including without limitation the provisions on intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law.

21General Provisions

Entire Agreement. These Terms, together with the Privacy Policy and Risk Disclosures, constitute the entire agreement between you and Divigent regarding the Services and supersede all prior and contemporaneous understandings.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

No Waiver. No waiver of any provision of these Terms will be effective unless in writing and signed by us. Our failure to enforce any provision will not constitute a waiver of that or any other provision.

Assignment. You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign these Terms freely.

Force Majeure. We will not be liable for any failure or delay in performance caused by events outside our reasonable control, including without limitation acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network or blockchain network failures, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

Notices. We may provide notices to you by posting on the website or by sending an email to any address you have provided to us. You may provide notices to us at hello@divigent.ai.

22Contact

If you have any questions about these Terms, please contact us at hello@divigent.ai.