Terms of Use

These Terms of Use (the “Terms”) form a binding agreement between you (“you” or “User”) and Lume Foundation, a non-profit DAO LLC organized under the laws of the Republic of the Marshall Islands (legal name: Union Square Ledger DAO LLC; registered 8 November 2024). The Lume application and website are built and maintained by LumeFi Inc., a Delaware corporation, under license from the Foundation. References in these Terms to “Lume”, “we”, “us”, or “our” mean Lume Foundation, and where the context so requires, also include LumeFi Inc. and the affiliates of either. By accessing or using the Lume website, mobile applications, web application, browser extensions, smart-contract interfaces, APIs, or any other product we operate (collectively, the “Service”), you agree to be bound by these Terms and our Privacy Policy and Risk Disclosure, each incorporated by reference.

If you do not agree, do not access or use the Service. If you are accepting these Terms on behalf of an entity, you represent that you have the authority to bind that entity, and references to “you” include that entity.

To use the Service you must:

• Be at least 18 years old (or the age of majority in your jurisdiction, whichever is greater).
• Have the legal capacity to enter into a binding contract.
• Not be a “U.S. person” as defined under United States securities laws, and not be physically located in or a resident of the United States or any U.S. territory.
• Not be located in, ordinarily resident in, or a national of any country or region subject to comprehensive sanctions administered by the United States, the United Kingdom, the European Union, or the United Nations (including but not limited to Cuba, Iran, North Korea, Syria, the Crimea region, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic).
• Not appear on any sanctions, denied-persons, or politically-exposed-persons list maintained by a competent authority (including OFAC SDN, EU Consolidated, HMT, and UN sanctions lists).
• Comply with all laws of your jurisdiction applicable to digital assets, securities, derivatives, and tax.

Authentication is provided through a third-party authentication provider (currently Privy). When you sign in with email, social login, or an existing Solana wallet, an embedded or connected non-custodial wallet is associated with your account.

You — and only you — control your wallet and the assets in it. Lume does not custody your funds, hold your private keys in any recoverable form, or take possession of your tokens. We cannot reverse, freeze, or recover transactions you authorize. You are solely responsible for safeguarding your authentication credentials, recovery methods, and any private keys exported to you.

You agree not to (i) impersonate another person, (ii) create an account for anyone other than yourself, (iii) use the Service from a jurisdiction in which you are not eligible, or (iv) share your authenticated session with any other person.

Lume is a software interface and aggregator. We provide a user experience through which you may interact with third-party tokenized real-world-asset issuers, automated market makers, perpetual-futures protocols, fiat on-ramp and off-ramp aggregators, and other on-chain protocols (each, a “Protocol”).

Lume is not a broker-dealer, investment adviser, exchange, cryptocurrency exchange, alternative trading system, money services business, money transmitter, custodian, fiduciary, or counterparty to any trade. We do not match buyers and sellers, do not execute orders on our books, do not custody assets, do not convert fiat currency, do not buy, sell, or resell cryptocurrency, do not set or control exchange rates, and do not provide investment, legal, tax, or accounting advice.

Cryptocurrency exchange functionality made available within the Service is provided exclusively by third-party fiat gateways that are licensed, registered, or otherwise authorized to provide such services in the jurisdictions in which they operate, aggregated through Onramper Technologies B.V. (see Section 8). All transactions involving the conversion of fiat currency and cryptocurrency occur directly between you and the relevant licensed fiat gateway. Lume is not a party to those transactions and does not handle, hold, or take custody of any fiat currency or cryptocurrency at any stage.

We operate the Service only in jurisdictions where we are permitted to do so under applicable law. Where a specific licensing or registration regime applies to fiat-to-cryptocurrency conversion, the Service makes available only those fiat gateways that hold the required licenses for the relevant jurisdiction. In jurisdictions where no such regime is applicable, services are provided in reliance on reverse-solicitation principles. The selection of available gateways adjusts automatically based on your location.

When you submit an on-chain order, your wallet signs a transaction that is broadcast to the Solana network and routed to the relevant Protocol. The economic terms of any transaction are determined by the Protocol and its counterparties — not by Lume.

Tokens labelled with an “x” suffix (e.g., NVDAx, SPYx) are xStocks issued by Backed Finance AG and its affiliates under the laws of Liechtenstein, with the underlying securities held in custody by a regulated Swiss custodian. Other tokenized RWAs (such as those issued by Ondo Finance) are governed by their own issuer terms.

When you acquire a tokenized asset, you acquire a token that tracks the price of the referenced underlying security or asset. You do not acquire the underlying security itself. You have no rights against the issuer of the underlying security, including no voting rights, no rights to dividends in the form paid to record holders, no proxy rights, no preemptive rights, and no rights under U.S. securities laws.

Issuer terms — including how dividends, corporate actions, redemptions, and trading halts are handled — are set by the relevant issuer and may change without notice from Lume. You are responsible for reviewing the issuer documentation made available in-app or on the issuer’s website.

Perpetual-futures markets accessible through the Service are operated by Hyperliquid, an independent third-party perpetuals protocol. Lume is not the counterparty to your perpetual trades, does not operate the Hyperliquid order book, and is not responsible for its uptime, smart-contract behavior, or business decisions. Perpetual futures are leveraged derivative contracts. Your positions are subject to liquidation if margin requirements are not maintained, and a small adverse move in the underlying market can result in the total loss of your collateral.

Maximum leverage levels, margin requirements, funding rates, mark-price methodology, oracle sources, liquidation logic, and insurance-fund mechanics are determined by Hyperliquid, not by Lume. You acknowledge that we have no control over these parameters and that Protocol smart-contract behavior may differ from any user-interface representation. You are responsible for reading and complying with Hyperliquid's own terms and disclosures.

Token-to-token swaps initiated through the Service are executed entirely on-chain through open-source decentralized exchange (DEX) aggregator protocols deployed on the Solana blockchain. The Service currently routes such swaps through Jupiter, with additional aggregators or routers added or substituted from time to time. Jupiter is not a cryptocurrency exchange, money services business, money transmitter, custodian, or regulated financial institution in any jurisdiction. Jupiter is a publicly auditable smart-contract protocol that scans liquidity available on non-custodial automated market makers (“AMMs”) — including Raydium, Orca, Meteora, and others — and computes an optimal route between two tokens.

When you initiate a swap, your own non-custodial wallet signs a transaction that is broadcast to the Solana network. The transaction interacts directly with the open-source smart contracts of Jupiter and the underlying AMMs. Lume is a software interface; the swap occurs entirely on-chain between your wallet and decentralized liquidity pools. Lume does not match buyers and sellers, does not operate any order book, does not custody your tokens at any point, does not convert any fiat currency, and is not a counterparty to the swap. Jupiter likewise does not custody your tokens, does not maintain an order book, and is not a counterparty.

DEX aggregator protocols of this kind are publicly available on the Solana blockchain and are integrated by numerous wallet and interface applications across the ecosystem (including Phantom, Solflare, Backpack, and others). No license, registration, or authorization regime currently applies to the operation of an open-source on-chain DEX aggregator under the laws of any jurisdiction in which Lume distributes the Service, and none has been obtained because none is required.

You acknowledge that on-chain swaps are subject to slippage, price impact, MEV (maximal extractable value), failed-transaction risk, smart-contract risk in the aggregator and underlying AMMs, oracle risk where applicable, and the immutability of executed transactions. Lume does not guarantee execution price, fill quality, or the absence of any of the foregoing risks.

Fees applicable to your use of the Service are disclosed in the application at the time you submit a transaction. Fees may include (i) a Lume interface fee, (ii) Protocol fees, (iii) liquidity-provider spreads, (iv) Solana network fees, and (v) third-party on-ramp or off-ramp fees. We may change Lume interface fees at any time, with the new fees applying prospectively.

Onramper aggregator

Where the Service offers the ability to convert between fiat currency and cryptocurrency, that functionality is made available through Onramper Technologies B.V., a private limited liability company organized under the laws of the Netherlands (Chamber of Commerce 76602877), with its registered office at Prins Hendrikkade 21E, 1012TL Amsterdam (“Onramper”). Onramper is a technology software provider — it is not itself a cryptocurrency exchange, broker, money services business, or money transmitter, and it does not handle, hold, or take custody of any fiat currency or cryptocurrency. Onramper aggregates the application programming interfaces and widgets of multiple third-party fiat gateways (each, a “Fiat Gateway”) into a single interface that is embedded within the Service.

Licensed Fiat Gateways

Each Fiat Gateway is an independent third party that is licensed, registered, or otherwise authorized to provide fiat-to-cryptocurrency conversion services in the jurisdictions in which it operates. The licenses held by Fiat Gateways include, depending on jurisdiction, electronic money institution (EMI) licenses, payment services (PSD/PSD2) licenses, money services business (MSB) registrations (including federal FinCEN and state-level registrations in the United States), virtual-asset service provider (VASP) registrations, and equivalent permissions under the laws of the United Kingdom, the European Union, and other jurisdictions with applicable regimes. Onramper warrants its compliance with these requirements through its agreements with each Fiat Gateway, conducts due diligence on each Fiat Gateway, and adjusts the availability of Fiat Gateways automatically based on the location of the user. Where a Fiat Gateway does not hold the required licenses for a particular jurisdiction, that Fiat Gateway is made unavailable to users in that jurisdiction.

As of the “Last updated” date of these Terms, the Fiat Gateways aggregated by Onramper and accessible through the Service include, without limitation: Alchemy Pay; Banxa (and its regional subsidiaries in Australia, Brazil, Canada, the Netherlands, Lithuania, Turkey, and the United States); Binance Connect (Bifinity UAB); BTCDirect (BTC Direct Europe B.V.); Coinify APS; DFX AG; Gatefi (UAB “GateFi”); Guardarian; Itez; Localramp (Pumpchain Technologies Platforms Limited); MoonPay (and its regional subsidiaries in Ireland, Italy, Liechtenstein, the United Kingdom, and the United States); Onmeta (Abhibha Technologies Pvt Ltd); onramp.money (BitBNS, including via partners Coinmena, Indodax, Unblock, Wind.app, and coins.ph); Revolut; Sardine; Skrill (Paysafe Payment Solutions Limited); Swapped; Transak; Transfi (TRANS-FI UAB); Unlimit Crypto; Uphold/Topper; and Utorg (Utorg OÜ). The set of Fiat Gateways available to a given user at a given time is determined by Onramper based on the user’s jurisdiction and the live licensing status of each Fiat Gateway, and may change without notice from Lume.

Jurisdictions where the on-ramp is currently available

Subject to Lume’s own geographic restrictions in Section 2 (which exclude the United States and any sanctioned jurisdiction regardless of Fiat Gateway availability), the fiat on-ramp is enabled at the Fiat Gateway level in jurisdictions where one or more Fiat Gateways aggregated by Onramper hold the requisite licenses or registrations. As of the “Last updated” date of these Terms, those jurisdictions include, without limitation: Australia; Brazil; Canada (including Quebec); the Czech Republic; the European Union and European Economic Area (with directly-licensed Fiat Gateways in Austria, Cyprus, Denmark, Estonia, France, Ireland, Italy, Liechtenstein, Lithuania, the Netherlands, Norway, Poland, and Spain, and additional Member States serviced through cross-border passporting where permitted); India; Indonesia; the Philippines; Switzerland; Turkey; the United Arab Emirates; and the United Kingdom. The list of supported jurisdictions, the Fiat Gateways available in each jurisdiction, and the licensing details applicable to each Fiat Gateway are maintained by Onramper and may be updated from time to time without notice from Lume.

Documentary evidence of the licenses, registrations, and authorizations held by each Fiat Gateway, including registration numbers and references to the relevant public registers maintained by competent regulators (such as De Nederlandsche Bank, the Financial Conduct Authority, AUSTRAC, FINTRAC, FinCEN, the Bank of Lithuania, the Estonian Financial Intelligence Unit, the Liechtenstein Financial Market Authority, the Cyprus Securities and Exchange Commission, FIU-IND, BAPPEBTI, VARA, and others), is set out in the “Legal and Regulatory Framework Onramper Technologies B.V.” memorandum (most recently updated March 2025) and its accompanying annexes: Annex 1 (Onramper’s template Fiat Gateway agreement), Annex 2 (due-diligence questionnaire completed by each Fiat Gateway), Annex 3 (Onramper’s risk, supplier-assessment, and compliance protocol), Annex 4A (overview of Fiat Gateway licenses and registrations by jurisdiction), Annex 4B (extracts of registration and license records from the relevant governmental authorities), Annex 5 (independent legal opinion on Onramper’s regulatory framework), and Annex 6 (signing pages of executed Fiat Gateway agreements). The framework and its annexes are made available by Onramper on request and are provided to platform reviewers (including Apple) on submission.

Jurisdictions without a specific license regime

In jurisdictions where no specific license, registration, or authorization regime applies to fiat-to-cryptocurrency conversion services, services are provided in reliance on reverse-solicitation principles, meaning the user has approached Lume and the relevant Fiat Gateway on the user’s own initiative without prior solicitation by Lume or the Fiat Gateway in that jurisdiction.

KYC, AML, and sanctions

All identity verification, anti-money-laundering screening, sanctions checks, and source-of-funds checks applicable to a fiat-to-cryptocurrency or cryptocurrency-to-fiat transaction are performed by the relevant Fiat Gateway under its own regulatory obligations. Lume does not collect or process know-your-customer information for the purpose of providing fiat conversion services. Onramper, as part of its supplier-due-diligence process, requires each Fiat Gateway to represent and warrant its compliance with applicable KYC and AML regulations.

Your relationship with Fiat Gateways

When you initiate a fiat on-ramp or off-ramp through the Service, you enter into a separate, direct contractual relationship with the relevant Fiat Gateway. Your transaction is governed by the agreement, terms, and policies of that Fiat Gateway. You also agree to Onramper’s terms of use and privacy policy with respect to your use of the Onramper software embedded within the Service. Lume is not a party to those transactions, does not control the Fiat Gateway’s identification procedures, transaction monitoring, fraud detection, cancellations, chargebacks, refunds, or transaction limits, and is not able to provide customer support for those matters. Customer support for any Fiat Gateway transaction must be sought from the Fiat Gateway directly. By using the on-ramp functionality, you acknowledge and agree to the Onramper terms and the relevant Fiat Gateway terms as presented to you in the Service.

MoonPay (additional on-ramp)

Where enabled, the Service may additionally integrate MoonPay, a separately-licensed third-party on-ramp and off-ramp provider, as a redundant or alternative funding rail. The same principles apply: MoonPay is an independent licensed third party, you contract directly with MoonPay, MoonPay performs its own KYC/AML, and Lume is not a party to those transactions.

Lume’s role

Lume does not transmit, hold, or convert fiat currency on your behalf. Lume does not set, control, or otherwise determine exchange rates between fiat currencies and cryptocurrencies, which are determined by the Fiat Gateway. Lume is not a money services business, money transmitter, payment institution, electronic money institution, or virtual-asset service provider. Where Lume receives a portion of fees collected by Onramper or a Fiat Gateway in connection with an on-ramp transaction, that fee is disclosed to you in the Service at the time of the transaction.

You agree not to use the Service to:

• Engage in market manipulation, spoofing, layering, wash trading, front-running, or any practice that interferes with the orderly operation of any market or Protocol.
• Engage in money laundering, terrorist financing, sanctions evasion, tax evasion, or any other unlawful activity.
• Trade on the basis of material non-public information.
• Provide false, inaccurate, or misleading information, or impersonate any person or entity.
• Reverse-engineer, decompile, scrape, frame, or interfere with the Service or its security mechanisms, except as expressly permitted by law.
• Use bots, automated scripts, or unauthorized API access in a manner that degrades the Service for other users.
• Bypass geographic, age, or eligibility restrictions.
• Develop a competing product using data or interfaces obtained from the Service.
• Infringe any intellectual-property right, right of publicity, or right of privacy of any person.

The Service, including all software, content, designs, the “Lume” and “LumeFi” names, logos, and other trademarks, is owned by Lume Foundation (which holds the protocol, the trademarks, and the related intellectual property) and licensed for development and distribution to LumeFi Inc., and is protected by copyright, trademark, and other intellectual-property laws. We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Service in accordance with these Terms. All other rights are reserved.

Open-source components are licensed under their respective licenses, which prevail to the extent of any inconsistency.

Nothing on the Service constitutes investment, legal, tax, accounting, or other professional advice, a recommendation, an offer to sell, or a solicitation to buy any security, derivative, or other financial instrument. Market data, charts, screeners, and educational content are provided for informational purposes only and may be inaccurate, delayed, or outdated.

You are solely responsible for evaluating the suitability of any transaction in light of your own financial circumstances, investment objectives, risk tolerance, and applicable law, and you should consult independent advisers as appropriate.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL CODE, OR THAT ANY DEFECTS WILL BE CORRECTED.

WE MAKE NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY MARKET DATA, ORACLE PRICE, OR PROTOCOL OUTPUT, AND ARE NOT RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY THIRD-PARTY ISSUER, PROTOCOL, ON-RAMP, NETWORK, ORACLE, WALLET PROVIDER, OR OTHER COUNTERPARTY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LUME, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUES, GOODWILL, USE, DATA, OR OTHER INTANGIBLES, ARISING OUT OF OR RELATED TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT OF LUME INTERFACE FEES YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS THE FOREGOING APPLIES TO THE FULLEST EXTENT PERMITTED.

You agree to indemnify, defend, and hold harmless Lume and its affiliates and their officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to (i) your use of the Service, (ii) your breach of these Terms, (iii) your violation of any law or third-party right, or (iv) your interaction with any Protocol or other counterparty through the Service.

We may suspend, restrict, or terminate your access to all or part of the Service at any time, without notice or liability, including (without limitation) where we reasonably believe you have breached these Terms, where required by law, or where continued provision of the Service would expose us to legal or regulatory risk. Termination of access does not affect your ownership of any tokens already in your wallet, which remain on-chain and remain redeemable directly through the relevant issuer or Protocol where supported.

These Terms are governed by the laws of the Republic of the Marshall Islands, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration administered by the Singapore International Arbitration Centre (SIAC) under its Arbitration Rules in force at the time of commencement, by a single arbitrator, in the English language, with the seat of arbitration in Singapore. Judgment on the award may be entered in any court of competent jurisdiction.

YOU AND LUME EACH WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING. Either party may seek interim or injunctive relief in any court of competent jurisdiction to protect intellectual-property or confidentiality rights pending arbitration. Where the law of your jurisdiction grants you mandatory consumer-protection rights that cannot be waived by contract, nothing in these Terms is intended to override those rights.

We may update these Terms from time to time. If we make a material change, we will provide notice through the Service or by email at least seven (7) days before the change takes effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

These Terms, together with the Privacy Policy and Risk Disclosure, constitute the entire agreement between you and Lume regarding the Service and supersede all prior agreements. If any provision is held unenforceable, the remaining provisions remain in full force and effect. Our failure to enforce any provision is not a waiver. You may not assign these Terms without our prior written consent; we may assign them freely. There are no third-party beneficiaries.

Notices to Lume should be sent to support@lumefi.app. Notices to you may be sent to the email address associated with your account or posted in the Service.