Last updated: 14 October 2026 These Terms and Conditions (the “Terms”) govern your access to and use of the Axcess website at axcess.finance, the Axcess application, the documentation at docs.axcess.finance, and any related interfaces and services (together, the “Platform”). The Platform is operated by AXC Inc., a company incorporated in the British Virgin Islands under registration number 2192518, whose registered office is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (“Axcess”, “we”, “us” or “our”). Please read these Terms carefully. By accessing or using the Platform, connecting a wallet to it, or signing an acceptance message through it, you agree to be bound by these Terms, the Privacy Policy and the Risk Disclosure Statement. If you do not agree, do not use the Platform. If you use the Platform on behalf of an entity, you confirm that you are authorised to bind that entity, and “you” means that entity.
1. Definitions
In these Terms:- “Borrower” means an institutional trading firm to which the Issuer extends a Facility under a Master Loan Agreement.
- “Facility” means a credit facility extended by the Issuer to a Borrower for the account of a Segregated Portfolio, together with the Vault through which it operates.
- “Facility Documents” means, for a Facility, the Note Subscription Agreement, the Master Loan Agreement, the Title Transfer Collateral Agreement and any other agreement entered into for that Facility, in each case as executed or accepted by the relevant parties.
- “Issuer” means Argus Capital SPC, a segregated portfolio company incorporated in the Cayman Islands under registration number 436742, acting for and on behalf of the relevant Segregated Portfolio.
- “Lender” means a person that has been approved to subscribe for Notes and has accepted a Note Subscription Agreement.
- “Notes” means the notes issued by the Issuer for a Segregated Portfolio under a Note Subscription Agreement, represented on-chain by Vault shares.
- “Restricted Jurisdiction” and “Restricted Person” have the meanings given in Section 4.
- “Risk Disclosure Statement” means the risk disclosure statement published at docs.axcess.finance, as updated from time to time.
- “Segregated Portfolio” means a segregated portfolio of the Issuer created for a single Borrower.
- “Smart Contracts” means the software deployed on public blockchain networks that records deposits, Vault shares, draws, repayments, withdrawals and related events for each Vault.
- “Supported Asset” means the stablecoin specified for a Vault.
- “Vault” means the Smart Contract through which a Facility operates.
- “Wallet” means a blockchain address controlled by you and connected to the Platform.
2. What Axcess Does and Does Not Do
2.1 Technology operator. Axcess provides the Platform and operates the Smart Contracts as a non-discretionary technology service provider to the Issuer, under a Service Agreement with the Issuer. 2.2 Not a party to Notes or loans. Axcess is not a party to any Note, Note Subscription Agreement, Master Loan Agreement or Title Transfer Collateral Agreement. The Issuer issues the Notes and is the lender of record to each Borrower. You have no claim against Axcess under any Facility Document. 2.3 No custody. Axcess does not hold, take custody of, or have signing authority over Lender principal, Borrower collateral or any other Supported Asset deposited into a Vault. Assets deposited into a Vault are held by the Issuer for the relevant Segregated Portfolio in accordance with the Facility Documents. You keep sole control of your Wallet and its private keys. 2.4 No advice or fiduciary duty. Axcess is not your broker, investment adviser, agent or fiduciary. Nothing on the Platform is investment, legal, tax or financial advice, or a recommendation to subscribe for any Note. Information about a Facility, a Borrower, a rate or a credit assessment is provided for information only, at a stated date. 2.5 No offer. Nothing on the Platform is an offer to sell, or a solicitation of an offer to buy, any Note or other financial product in any jurisdiction where that offer or solicitation would be unlawful, or to any Restricted Person.3. Facility Documents
3.1 Facility Documents govern lending and borrowing. Your rights and obligations as a Lender or Borrower in respect of a Facility are set out in the Facility Documents. These Terms govern your use of the Platform. 3.2 Order of precedence. If these Terms conflict with a Facility Document on any matter relating to a Facility, the Facility Document prevails. 3.3 On-chain parameters. Where the parameters of a Vault and a Facility Document differ, the Facility Document determines whether the on-chain parameters govern economic execution and how legal rights and remedies apply. 3.4 Documentation. The documentation at docs.axcess.finance explains how Facilities operate. It is a summary. It does not replace or amend the Facility Documents, and a configuration shown in an example is not a promise that applies to every Vault.4. Eligibility
4.1 Who may use the Platform. You may subscribe for Notes, draw on a Facility, or otherwise transact through the Vaults only if: (a) you are an institutional investor, or a professional or accredited investor under the laws of the jurisdiction in which you are resident or established; (b) if you are an individual, you are at least 18 years old and have full legal capacity; (c) you have completed the verification described in Section 5 and your Wallet has been approved for the relevant Vault; (d) you are not a Restricted Person; and (e) your use of the Platform does not breach any law that applies to you. 4.2 Restricted Persons. You are a “Restricted Person” if you are: (a) a US person, or a person located in, resident in, incorporated in or acting for or on behalf of a person in, the United States of America or any of its territories; (b) located in, resident in, or incorporated or established in a Restricted Jurisdiction; (c) named on, or owned or controlled by a person named on, any sanctions list maintained by the United Nations Security Council, the United States (including the Office of Foreign Assets Control), the European Union, the United Kingdom or the Cayman Islands; or (d) acting for or on behalf of a person described in paragraphs (a) to (c). 4.3 Restricted Jurisdictions. The “Restricted Jurisdictions” are: (a) the United States of America; (b) every member state of the European Union and the European Economic Area; (c) the United Kingdom; (d) Canada; (e) the People’s Republic of China (excluding the Hong Kong and Macau Special Administrative Regions); (f) any country or region subject to comprehensive sanctions, including Cuba, Iran, North Korea, Syria, Russia, Belarus and the Crimea, Donetsk, Luhansk, Kherson and Zaporizhzhia regions of Ukraine; and (g) any other jurisdiction we publish as restricted on the Platform from time to time. 4.4 No circumvention. You must not use a virtual private network, proxy or any other method to disguise your location or identity, or to access the Platform from a Restricted Jurisdiction. 4.5 Continuing representations. You represent that each statement in this Section 4 is true each time you use the Platform. You must tell us promptly if any of them stops being true. 4.6 Our discretion. We may refuse access to the Platform, or to any Vault, at our discretion. Eligibility for a particular Vault may be narrower than this Section 4 and is set out in its Facility Documents.5. Onboarding and Verification
5.1 Identity and business checks. Before your Wallet is approved for any Vault, you must complete identity verification (for individuals) or business verification (for entities), including verification of directors, authorised signatories and beneficial owners. We use iDenfy, a third-party verification provider, for these checks. Verification is valid for 12 months. To keep using the Vaults after that, you must complete verification again. The Privacy Policy explains how this data is handled. 5.2 Wallet approval. Each Vault checks an on-chain approval registry. Deposits, withdrawal requests and claims can be made only from a Wallet that currently holds approval for that Vault. 5.3 Accurate information. All information you provide must be true, complete and not misleading. You must provide any further information we or the Issuer reasonably request. 5.4 Effect of revoked approval. Approval for a Wallet may be suspended or revoked if you breach these Terms or a Facility Document, if you become a Restricted Person, or where required by law. While approval is suspended or revoked, the Wallet cannot deposit, request a withdrawal or claim. Revocation does not cancel, redistribute or erase your recorded entitlement under any Note. A position held by a person who becomes subject to sanctions stops accruing return while it is frozen, as set out in the Facility Documents.6. Wallets and Transactions
6.1 Your Wallet. You are solely responsible for your Wallet, its private keys and its security. We cannot access, recover or reverse anything in your Wallet. 6.2 Separate actions. Connecting a Wallet, signing a message, accepting a Facility Document, approving token spending and depositing are separate actions. A signature or token approval alone does not deposit funds. 6.3 Electronic acceptance. You agree that signing an acceptance message with your Wallet over the hash of a document, or clicking to accept a document, is a valid way to accept that document and has the same effect as a handwritten signature. 6.4 Finality. Blockchain transactions are irreversible once confirmed. You are responsible for checking the network, Vault address, Supported Asset and amount before you confirm any transaction. 6.5 Network fees. You are responsible for all network (gas) fees for transactions you submit.7. Lending Through a Vault
7.1 Before you deposit. Each Vault has its own Borrower, Supported Asset, rate, protocol fee, capacity, minimum deposit, epoch length, notice period, grace period and penalty rate. You must review these terms, the Facility Documents and the Risk Disclosure Statement before depositing. 7.2 Deposits. A successful deposit mints Vault shares at the current share price in the same transaction. Deposits join the Vault’s common cash pool, which supports permitted Borrower draws and funds matured withdrawals. 7.3 Return. Return accrues from the moment of deposit at the Lender net rate for the Vault, as set out in the Facility Documents. Return increases the accounting value of Vault shares. It is not paid out periodically. 7.4 Rates are set per Facility. Rates are agreed for each Facility. A rate shown for one Vault does not apply to any other Vault. An authorised manager may schedule a change to a Vault’s base rate, which takes effect after the notice interval set out in the Facility Documents. 7.5 Withdrawals. Notes have no fixed maturity and cannot be redeemed on demand. Withdrawals follow a four-stage process of request, notice, funding and claim. A submitted withdrawal request cannot be cancelled. A Vault funds all matured requests together, and only when it holds enough cash to fund the whole group, so payment can be delayed. Funded proceeds must be claimed by a separate transaction. 7.6 Penalty interest. If matured withdrawal requests remain unfunded beyond the grace period, penalty interest accrues for the benefit of Lenders as set out in the Facility Documents. 7.7 Termination of a Vault. An authorised manager may terminate a Vault. Termination is irreversible. After termination, remaining positions share in recovery pro rata in accordance with the Facility Documents. 7.8 Recovery. Your recourse as a Lender lies against the Issuer in respect of the assets of the relevant Segregated Portfolio only. You have no direct claim against the Borrower or against Axcess.8. Borrowing Through a Facility
8.1 Master Loan Agreement. A Borrower’s draws, repayments, collateral, monitoring obligations, Events of Default and recovery are governed by its Master Loan Agreement and Title Transfer Collateral Agreement with the Issuer. 8.2 Monitoring data. A Borrower must provide and maintain the monitoring access required by its Master Loan Agreement. A Borrower agrees that the health state of its Facility, and the time of the latest check, will be displayed on the Platform to Lenders and the public.9. Fees
9.1 Protocol fee. The protocol fee for each Vault is shown before you deposit and is set out in the Facility Documents. It accrues for the account of the relevant Segregated Portfolio, and the Issuer’s right to collect it ranks behind Lenders’ claims as set out in the Facility Documents. 9.2 No other Platform fees. We do not charge you a fee for accessing the Platform. We may introduce fees in future by updating these Terms. A new fee will not apply to a Vault position opened before the fee takes effect unless the Facility Documents allow it.10. Platform Controls, Changes and Audits
10.1 Authorised roles. Certain Smart Contract functions are controlled by authorised roles held by multisignature wallets. Those roles can maintain the approval registry, pause deposits, withdrawals or draws, change certain Vault parameters, upgrade the Vault implementation and terminate a Vault. These powers are exercised in accordance with the Facility Documents. 10.2 Changes to the Platform. We may change, suspend or discontinue any part of the Platform at any time, including to fix defects, respond to security incidents or comply with law. We will give notice where practicable. 10.3 Audits. The Smart Contracts have been audited by an independent firm, and the audit report is published. An audit covers a specific code version and reduces risk. It does not guarantee that the Smart Contracts are free of defects.11. Risks
11.1 Risk Disclosure Statement. The Risk Disclosure Statement forms part of these Terms. You confirm that you have read and understood it before using any Vault. 11.2 Key risks. Without limiting the Risk Disclosure Statement, you acknowledge that: (a) each Facility is an undercollateralised loan to a single Borrower, and you can lose some or all of the amount you deposit; (b) the first-loss buffer posted by a Borrower is partial, is not a guarantee or insurance, and does not reduce the likelihood of a Borrower default; (c) there is no automated liquidation of a Borrower’s positions; (d) withdrawals can be delayed, including for a prolonged period in distressed conditions; (e) monitoring readings cover only the Borrower’s monitoring account, can be interrupted, and do not establish that cash is available in the Vault; (f) Smart Contracts, blockchain networks, stablecoins, exchanges and third-party services can fail; (g) recovery beyond the first-loss buffer and the funds in the Vault depends on legal enforcement against the Borrower, which can be slow, costly, partial or unsuccessful; (h) no deposit protection, insurance or investor compensation scheme applies; and (i) the legal and regulatory treatment of the Platform, the Notes and digital assets can change.12. Prohibited Use
You must not: (a) use the Platform in breach of any law, or for money laundering, terrorist financing, sanctions evasion, fraud or any other unlawful purpose; (b) provide false, inaccurate or misleading information, or impersonate any person; (c) use the Platform for or on behalf of a Restricted Person; (d) interfere with, disrupt, attack or attempt to gain unauthorised access to the Platform, the Smart Contracts or any related system; (e) exploit any defect, error or vulnerability in the Platform or the Smart Contracts, other than by reporting it to us; (f) use bots, scrapers or other automated means to access the Platform, except through interfaces we make available for that purpose; (g) manipulate any rate, price, reading or other data used by the Platform; or (h) copy, modify, reverse engineer or create derivative works of the Platform, except as permitted by law or an applicable open-source licence.13. Intellectual Property
13.1 All rights in the Platform, including its software, design, text, graphics, the “Axcess” name and logos, belong to Axcess or its licensors. 13.2 We grant you a limited, revocable, non-exclusive, non-transferable licence to use the Platform for its intended purpose in accordance with these Terms. 13.3 Smart Contract code published under an open-source licence is governed by that licence.14. Third-Party Services
The Platform relies on third-party services, including wallet software, blockchain networks, stablecoin issuers, exchanges, identity verification providers and infrastructure providers. We do not control these services and are not responsible for their availability, accuracy, security or conduct. Your use of a third-party service may be subject to that provider’s own terms.15. Disclaimers
15.1 The Platform is provided “as is” and “as available”. To the fullest extent permitted by law, we disclaim all warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and uninterrupted or error-free operation. 15.2 We do not guarantee the performance of any Borrower, the repayment of any Facility, the recovery of any amount, any rate of return, or the value or peg of any Supported Asset.16. Limitation of Liability
16.1 To the fullest extent permitted by law, Axcess, its affiliates and their respective directors, officers, employees and agents will not be liable for any: (a) indirect, incidental, special, consequential or punitive loss or damage; (b) loss of profits, revenue, return, data, goodwill or opportunity; or (c) loss arising from a Borrower default, a Smart Contract defect, a blockchain network failure, a stablecoin depeg or freeze, the failure of an exchange or other third party, or your loss of access to your Wallet, in each case arising out of or in connection with these Terms or the Platform, however caused. 16.2 To the fullest extent permitted by law, the total liability of Axcess and its affiliates arising out of or in connection with these Terms or the Platform will not exceed the greater of US$1,000 and the total fees you paid directly to Axcess in the 12 months before the event giving rise to the claim. 16.3 Nothing in these Terms limits or excludes liability for fraud, or any other liability that cannot be limited or excluded by law. This Section 16 does not limit the Issuer’s obligations to you under the Facility Documents.17. Indemnity
You agree to indemnify Axcess, its affiliates and their respective directors, officers, employees and agents against all claims, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with your breach of these Terms, your breach of any law, any inaccurate information you provide, or your use of the Platform in breach of these Terms.18. Suspension and Termination
18.1 We may suspend or terminate your access to the Platform, and request that the Issuer suspend or revoke your Wallet’s approval, if: (a) you breach these Terms or a Facility Document; (b) you become a Restricted Person, or we reasonably suspect that you are one; (c) we reasonably suspect fraud, money laundering, sanctions evasion or other unlawful activity; or (d) we are required to do so by law or by a competent authority. 18.2 You may stop using the Platform at any time. Ending your use of the Platform does not end any Note or Facility, which continue to be governed by the Facility Documents. 18.3 Suspension or termination does not affect your recorded entitlement under any Note. Sections 2, 3, 11 and 15 to 22 survive any termination.19. Changes to These Terms
19.1 We may update these Terms from time to time. We will post the updated Terms on the Platform and change the “Last updated” date. 19.2 For a material change, we will give at least 14 days’ notice through the Platform, and by email if you have opted in to email notifications, before it takes effect, unless the change is required sooner by law or to address a security risk. 19.3 Your continued use of the Platform after an update takes effect means you accept the updated Terms. If you do not accept them, you must stop using the Platform. An update to these Terms does not amend any Facility Document.20. Governing Law and Jurisdiction
20.1 These Terms, and any dispute or claim arising out of or in connection with them or the Platform (including non-contractual disputes or claims), are governed by the laws of the Cayman Islands. 20.2 The courts of the Cayman Islands have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or the Platform. 20.3 To the fullest extent permitted by law, you may bring a claim against us only in your individual capacity, and not as a claimant or class member in any class, collective or representative proceeding. 20.4 To the fullest extent permitted by law, any claim against us must be brought within one year after the facts giving rise to it arose or, if later, after you became aware or should reasonably have become aware of them.21. Tax
You are solely responsible for determining, reporting and paying any taxes that apply to your use of the Platform, your Notes and any return or loss. We do not provide tax advice.22. General
22.1 Entire agreement. These Terms, the Privacy Policy and the Risk Disclosure Statement are the entire agreement between you and Axcess about the Platform. They do not replace the Facility Documents. 22.2 Severability. If any provision of these Terms is held invalid or unenforceable, the rest of these Terms remains in effect. 22.3 No waiver. A failure or delay in exercising a right is not a waiver of that right. 22.4 Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer ours to an affiliate or in connection with a merger, acquisition or reorganisation. 22.5 Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including network failures, attacks on the Smart Contracts or blockchain networks, actions of authorities, and the failure of third-party services. 22.6 Notices. We may give you notice through the Platform. If you have opted in to email notifications, we may also give you notice by email to the address you provide. You can opt in or out of email notifications at any time. You may give us notice at the address in Section 23. 22.7 Third-party rights. The Issuer and each person referred to in Sections 16 and 17 may enforce the provisions of these Terms that benefit them. No other person has any right to enforce these Terms. 22.8 Language. These Terms are written in English. If they are translated, the English version prevails.23. Contact
AXC Inc.Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
Email: contact@axcess.finance