1. PREAMBLE AND ACCEPTANCE

These Terms and Conditions (the “Terms“) constitute a legally binding agreement between Blocktopus Enterprise Ltd., a company incorporated under the laws of the British Virgin Islands, with its registered office at 2nd Floor O’Neal Marketing Associates Building, Wickham’s Cay II, Road Town, Tortola, British Virgin Islands, VG1110 (hereinafter referred to as the “Company“, “we“, “us“, or “our“), and you (the “User“, “you“, “Investor“, or “Basket Manager“).

These Terms govern your access to and use of:

1. The website located at https://mosaicalpha.com/ (the “Site“);
2. The decentralized application interface (“dApp“);
3. The Mosaic Wallet software;
4. The Token Basket smart contract (0xB007549db2A335364dfdCE86001Ee3b081051f03);
5. The Kodexa (KDX) token ecosystem (collectively, the “Services” or “Platform“).

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CRITICAL RISK NOTICE:

THE PLATFORM INVOLVES DECENTRALIZED FINANCE (“DeFi”) PROTOCOLS. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU MAY LOSE ALL FUNDS DUE TO MARKET VOLATILITY, SMART CONTRACT BUGS, BASKET MANAGER MISCONDUCT, OR REGULATORY CHANGES.

THE COMPANY IS A SOFTWARE DEVELOPER,

NOT A FINANCIAL INSTITUTION, CUSTODIAN, OR INVESTMENT ADVISOR.

IF YOU DO NOT AGREE TO THESE TERMS, 

YOU MUST IMMEDIATELY CEASE USING THE PLATFORM.

2. DEFINITIONS

• “Token Basket”: A smart contract-based collection of various cryptocurrencies (underlying assets) bundled into a single digital asset.
• “Basket Manager”: A User who creates, configures, and actively rebalances or restructures a Token Basket. Basket Managers are independent third parties and are NOT agents or employees of the Company.
• “Kodexa (KDX)”: The native utility token of the Platform used for fee reductions, affiliate rankings, and ecosystem incentives.
• “Mosaic Wallet”: The non-custodial digital wallet software provided by the Company to facilitate interaction with the Platform (but you can use any other compatible wallet).
• “Platform Fees”: The fee deducted from a profitable Token Basket’s earnings as a Performance Fee, Trailing Fee, or Buy fee, distributed between the Basket Manager and the Platform as defined in the Whitepaper.

3. NATURE OF SERVICES AND NON-CUSTODIAL RELATIONSHIP

3.1. Software Interface Only

The Platform is strictly a technological interface (UI) that allows Users to interact with decentralized smart contracts on compatible blockchains (e.g., BSC, later Mosaic Chain). We do not have custody of your funds. When you “invest” in a Token Basket, you are sending assets directly to a smart contract. You retain full control of your private keys via your wallet.

3.2. Regulatory Status (NOT a Registered Investment Service)

Blocktopus Enterprise Ltd. acts solely as a software provider.

WE EXPLICITLY STATE THAT THE SERVICES DO NOT CONSTITUTE A “REGISTERED INVESTMENT SERVICE”, “INVESTMENT ADVICE”, “BROKER-DEALER SERVICE” OR “CRYPTO-ASSET SERVICE PROVIDER” UNDER THE LAWS OF THE UNITED STATES (USA); CANADA (CAN); THE UNITED KINGDOM (UK) or THE EUROPEAN UNION (EU).

The Company is NOT registered with the European Union financial regulatory authorities, the European Central Bank (ECB) or the European Securities and Markets Authority (ESMA) or any authorities of the European Union member states, the U.S. Securities and Exchange Commission (SEC), the UK Financial Conduct Authority (FCA), the Canadian Securities Administrators (CSA), or any similar regulatory body in these jurisdictions.

4. TOKEN BASKETS: INVESTORS AND MANAGERS

4.1. Terms for Investors

By depositing assets into a Token Basket, you acknowledge and agree that:

• Delegated Authority: You authorize the Basket Manager (a third party) to rebalance, swap, and modify the composition of the assets within the Basket via the smart contract.
• No Guarantee: The past performance of a Basket is not indicative of future results. The Company does not perform background checks on Basket Managers.
• Fees: You agree to the automatic deduction of Platform Fees (management fees) as described in the Platform’s documentation/Whitepaper.
• Local Compliance and Taxes: You represent and warrant that your use of the Platform complies with all applicable laws and regulations in your jurisdiction (domicile or residence). You are solely responsible for declaring and paying any taxes arising from your activities on the Platform according to the tax laws of your country of residence.

4.2. Terms for Basket Managers

If you create and manage a Token Basket, you represent, warrant, and agree that:

• Qualifications and Licenses: You possess all necessary qualifications, knowledge, competencies, and regulatory licenses required to act as a Basket Manager under the laws and market practices of your jurisdiction (domicile or residence).
• No Misrepresentation: You will not make false claims, guarantees of profit, or misleading statements to potential Investors to attract deposits.
• Security and Integrity: You will not attempt to exploit, hack, manipulate, or intentionally cause errors in the Platform or its smart contracts. You agree not to engage in any activity that threatens the security, integrity, or availability of the Services (“Bad Actor Behavior”).
• Ethical Conduct: While acting as an independent third party, you agree to conduct your management activities ethically and in a manner that does not harm the reputation, public image, or goodwill of the Company or the Platform.
• Independence: You are acting on your own behalf, not as an employee, agent, or partner of Blocktopus Enterprise Ltd. However, you acknowledge that the Company reserves the right to terminate your access or delist your Basket if you violate these ethical or security standards. You are solely responsible for reporting any taxes on your Performance Fee earnings in your local jurisdiction.

5. KODEXA (KDX) TOKEN USAGE

5.1. Utility Token Status

KDX is a utility token, NOT a security, not asset related and/or not e-money token. 

Ownership of KDX does not represent: a) Shareholding or equity in Blocktopus Enterprise Ltd., b) A right to dividends or revenue share, c) A claim on the Company’s intellectual property.

5.2. Benefits and Tiering

As outlined in the Whitepaper, holding KDX may grant benefits such as reduced platform fees or higher Affiliate tiers. The Company reserves the right to modify the tiering structure or utility benefits of KDX at any time without liability.

5.3. Buyback and/or Burn

The Platform or Company may use a portion of fees to buy back and/or burn KDX tokens to reduce supply. This is a manual mechanism and does not constitute a promise of buyback and/or burn and/or price appreciation and/or a distribution of profits.

6. AFFILIATE AND REFERRAL PROGRAM

6.1. Participation

Users may earn commissions by referring new users via the Affiliate System. Commission rates and tiers are determined by the smart contract and your KDX holdings.

6.2. Anti-Fraud and Spam

You agree NOT to send unsolicited spam emails or messages to promote your referral link, use “self-referral” schemes (creating fake accounts to earn commissions on your own funds), misrepresent the Platform (e.g., claiming it is a “guaranteed investment scheme”).

Violation of this section may result in the immediate forfeiture of all accrued affiliate commissions and the banning of your account.

7. MOSAIC WALLET (“As is”) LICENSE

7.1. Limited License

The Company grants you a revocable, non-exclusive, non-transferable license to use the Mosaic Wallet software for your personal, non-commercial, optional use.

7.2. High Risk Warning

You expressly acknowledge that the use of any cryptocurrency wallet involves a particularly high level of risk, including but not limited to the risk of fraud, scams, phishing attacks, malware, and user error. You agree to use the Mosaic Wallet with extreme care and at your sole risk.

7.3. Security Responsibility

You are solely responsible for safeguarding your recovery phrase (seed phrase) and private keys. The Mosaic Wallet is non-custodial; the Company cannot recover your funds if you lose your keys or if your device is compromised.

7.4. “End of Support” Notice (No Updates)

IMPORTANT NOTICE: The Mosaic Wallet is provided on an “AS IS” basis and IS NO LONGER ACTIVELY DEVELOPED, MAINTAINED, OR UPDATED by the Company. The Company assumes no liability for the continued functionality, security patches, or compatibility of the Mosaic Wallet with future network upgrades. You continue to use the software entirely at your own discretion and risk.

8. SERVICE RESTRICTIONS AND REGULATORY COMPLIANCE

8.1. General Geographical Restrictions

The Platform is not intended for use by residents of any jurisdiction where the use of DeFi protocols would be illegal or would require the Company to register as an investment advisor, broker-dealer, or exchange. The Company reserves the right to block access from any IP address associated with such jurisdictions.

8.2. United States (U.S.) Regulatory Notice

The Services are strictly prohibited for “U.S. Persons” (as defined in Regulation S under the Securities Act of 1933).

• No Registration: The Services provided herein do not constitute a registered investment service. The Company is NOT registered as an investment company under the Investment Company Act of 1940, nor as an investment adviser under the Investment Advisers Act of 1940.
• Prohibition: Any use of the Platform by a U.S. Person is a material breach of these Terms.

8.3. United Kingdom (UK) Regulatory Notice

The Services are NOT a registered investment service in the UK.

• Financial Promotion: The content on the Site has NOT been approved by an authorized person within the meaning of the Financial Services and Markets Act 2000 (FSMA).
• Restriction: The Platform is not intended for “retail consumers” in the United Kingdom. Users from the UK access the Platform at their own risk and acknowledge they do not benefit from the protections of the Financial Ombudsman Service or the Financial Services Compensation Scheme (FSCS).

8.4. Canada Regulatory Notice

The Services are NOT a registered investment service in Canada.

• No Registration: The Platform is not registered as a marketplace, dealer, or advisor under the securities laws of any province or territory of Canada (including the Ontario Securities Commission).
• Prohibition: Residents of Canada are prohibited from using the Platform if such use is deemed to constitute trading in securities or derivatives under local laws.

8.5. EU Markets in Crypto-Assets (MiCA) & Mandatory Licensing

The Platform is NOT a registered Crypto-Asset Service Provider in European Union.

You acknowledge that under the European Union’s Markets in Crypto-Assets Regulation (MiCA), the provision of crypto-asset services—specifically the management of crypto-asset portfolios, providing advice on crypto-assets, or the placing of crypto-assets (activities typically performed by Basket Managers) on behalf of third parties—requires a valid license or authorization from a competent national authority.

• Basket Manager Obligation: If you operate as a Basket Manager and offer your services to residents of the European Union, you expressly represent and warrant that you possess all necessary regulatory licenses and authorizations required under MiCA (or applicable national laws implementing MiCA) to provide such services. You bear sole responsibility for demonstrating compliance to competent national authorities.
• No Verification by Company: The Company does not know the identity of Basket Managers and has no obligation to verify their licensing status. You are not required to provide proof of licensure to the Company unless the Company is explicitly ordered by a competent authority to obtain such information or to restrict your access.
• Right to Suspend (Unrestricted): The Company reserves the right to restrict, suspend, or terminate your access, delete your account, or disable specific features (including creating new Baskets, depositing funds, or Token Swaps) at any time, for any reason, and without prior notice or justification. This includes, but is not limited to, cases where the Company is compelled by a regulatory authority, suspects non-compliance, or decides to discontinue services in any jurisdiction

9. RISK DISCLOSURES, DEPENDENCIES RISK

BY USING THE PLATFORM, YOU EXPRESSLY ASSUME THE FOLLOWING RISKS:

1. Smart Contract Risk: Code vulnerabilities, bugs, or exploits could lead to the irreversible loss of funds deposited in Token Baskets.
2. Impermanent Loss: Providing liquidity to Baskets involves the risk of impermanent loss compared to holding tokens individually.
3. Basket Manager Risk: A Basket Manager may make poor trading decisions, fail to rebalance during market crashes, or abandon the Basket entirely.
4. Peg/Asset Risk: Underlying assets in a Basket (e.g., wrapped tokens, stablecoins) may de-peg or fail.
5. Regulatory Risk: Regulators may deem Token Baskets to be unregistered securities, potentially leading to the freezing of smart contracts or frontend interfaces.
6. Dependencies Risk: including but not limited to used third party services: Binance Smart Chain, Pancakeswap Smart Contracts, Metamask or similar wallet application, Google Cloud, Cloudflare

10. DISCLAIMER OF WARRANTIES (“AS IS”)

THE PLATFORM (INCLUDING ALL THE SOFTWARE THAT OPERATES THE PLATFORM REGARDLESS OF ITS DEVELOPER), THE SMART CONTRACTS, AND THE KODEXA TOKEN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE PLATFORM WILL BE BUG-FREE OR THAT BASKET MANAGERS WILL GENERATE PROFIT.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY BVI LAW, BLOCKTOPUS ENTERPRISE LTD. SHALL NOT BE LIABLE FOR:

1. LOSS OF FUNDS DUE TO HACKS, PHISHING, OR LOSS OF PRIVATE KEYS;
2. TRADING LOSSES OR BASKET UNDERPERFORMANCE;
3. LOSSES ARISING FROM THE SUSPENSION OF SERVICES DUE TO REGULATORY COMPLIANCE (INCLUDING US, UK, CANADA, OR EU RESTRICTIONS);
4. LOSSES RESULTING FROM SERVICE INTERRUPTIONS, TECHNICAL FAILURES, OR THE UNAVAILABILITY OF THE PLATFORM OR ANY OF ITS SERVICES;
5. ANY INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES.

IN NO EVENT SHALL OUR TOTAL LIABILITY EXCEED THE FEES PAID BY YOU TO THE PLATFORM IN THE 1 MONTH PRECEDING THE CLAIM.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1. Governing Law

These Terms are governed by the laws of the British Virgin Islands (BVI).

12.2. Arbitration

Any dispute arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration in the British Virgin Islands, to the exclusion of the ordinary courts.

13. CONTACT

For legal notices or support, please contact: [email protected]