LI.FI Platform
Last Updated: 13 May 2026
These Supplemental Terms for Real-World Asset Services (the “RWA Terms”) supplement and form part of the Commercial API Terms of Use (the “General Terms”) between Ultima Liquiditas Core Ltd. (“LI.FI”) and the User. Capitalized terms used but not defined herein have the meanings given to them in the General Terms.
These RWA Terms apply whenever the User accesses, integrates, or enables End-Users to transact in RWA Tokens (as defined below) through the Services, including through the Swap & Bridge API, the Intent & Solver System, LI.FI Composer, or any other LI.FI Commercial API. By accessing any functionality of the Services that involves RWA Tokens, the User accepts these RWA Terms.
In the event of any conflict between these RWA Terms and the General Terms, these RWA Terms shall prevail to the extent of the inconsistency. These RWA Terms shall also prevail over any other agreement between the Parties, including any master service agreement, order form, or other individually negotiated arrangement, to the extent that such agreement addresses or affects matters covered by these RWA Terms, unless such other agreement (a) expressly references these RWA Terms by name and (b) expressly states that it is intended to derogate from specific identified provisions of these RWA Terms. For the avoidance of doubt, general prevailing-terms or entire-agreement clauses in other agreements between the Parties shall not, by themselves, be sufficient to override these RWA Terms.
“RWA Tokens” means any digital token, instrument, or asset that represents, references, tracks, or is backed by or linked to a real-world asset, including without limitation tokenized securities, tokenized fund interests, tokenized debt instruments, tokenized commodities, asset-referenced tokens, yield-bearing tokens backed by treasury instruments, and any other token that may constitute, embed, or reference a financial instrument, transferable security, fund unit, structured deposit, or other regulated product under applicable law in any jurisdiction.
“RWA Issuer” means the legal entity or protocol that has issued, created, minted, or is responsible for the origination, administration, or management of an RWA Token, including any affiliate, successor, or delegate thereof.
“Solver” means an independent third-party infrastructure operator that participates in the LI.FI solver marketplace by providing quotes, filling orders, or fulfilling transaction intents.
2.1. Technical Infrastructure Role. The User acknowledges and agrees that LI.FI operates a permissionless, non-custodial software protocol that transmits digitally encoded transaction parameters between independent software agents. With respect to RWA Tokens, LI.FI provides solely a technical interoperability and message-passing infrastructure. LI.FI does not exercise discretion over, or assume responsibility for, the content, direction, or outcome of any transaction involving RWA Tokens communicated through the Services.
2.2. Negative Covenants. The User acknowledges that LI.FI does not, and shall not be deemed to:
(a) issue, originate, administer, manage, or control any RWA Token;
(b) act as distributor, placement agent, underwriter, arranger, broker, dealer, investment adviser, or intermediary in respect of any RWA Token;
(c) participate in the issuance, distribution, marketing, promotion, or offering of any RWA Token or the underlying assets referenced thereby;
(d) receive, transmit, route, execute, or settle orders for financial instruments within the meaning of applicable financial services legislation;
(e) operate or maintain a trading venue, multilateral trading facility, organised trading facility, systematic internaliser, alternative trading system, or any equivalent platform under applicable law;
(f) perform or owe any suitability assessment, appropriateness test, investment advice, product governance, or investor protection obligation to any person;
(g) take custody of, hold, safeguard, or control any RWA Token or the underlying assets referenced thereby;
(h) act as a party to, or intermediary in, any transaction involving RWA Tokens initiated through the Services;
(i) issue its own digital assets of any kind, LI.FI interacting strictly with third-party issued tokens and assets; or
(j) have any contractual, commercial, fiduciary, agency, distribution, or any other relationship with any RWA Issuer by virtue of an RWA Token being routable through the Services.
2.3. No Relationship with RWA Issuers. The User acknowledges that the availability of any RWA Token through the Services does not create, evidence, or imply any contractual, commercial, advisory, distribution, or other relationship between LI.FI and the relevant RWA Issuer. LI.FI has not been appointed by, and does not act for, on behalf of, or in association with, any RWA Issuer. The User’s relationship with any RWA Issuer is entirely independent of these Terms and the Services.
2.4. Transaction Acknowledgment. The User acknowledges that all transactions involving RWA Tokens initiated through the User’s Product and communicated via the Services occur directly between the relevant End-User and the relevant counterparty, Solver, or protocol infrastructure, without LI.FI acting as a party to, or intermediary in, any such transaction.
2.5. User Controls Asset Selection. The User acknowledges that the decision as to which RWA Tokens and Third-Party Protocols are made available and accessible to End-Users through the User’s Product rests solely with the User. LI.FI does not curate, select, recommend, or determine which RWA Tokens the User integrates, offers, or makes available. The User’s decision to enable access to any particular RWA Token through the User’s Product is an independent commercial and regulatory decision for which the User bears exclusive responsibility.
3.1. No Contractual Relationship. The User acknowledges that:
(a) LI.FI does not enter into any contractual, fiduciary, or other legal relationship with End-Users;
(b) LI.FI does not provide any service, whether financial or otherwise, to End-Users; and
(c) any user-facing services, disclosures, onboarding, suitability assessments, know-your-customer checks, or compliance obligations are performed and owed exclusively by the User and, where applicable, the relevant RWA Issuer.
3.2. Covenant Against Misrepresentation. The User shall not represent, suggest, imply, or permit any reasonable inference by End-Users or any third party that LI.FI provides services to, acts on behalf of, or has any contractual, advisory, or fiduciary relationship with End-Users. The User shall not represent or suggest that LI.FI acts for, on behalf of, or in association with any RWA Issuer. The User shall ensure that its user documentation, terms of service, privacy policy, and all user-facing communications clearly reflect the foregoing.
4.1. Independence of Solvers. The User acknowledges that Solver participants in the LI.FI solver marketplace are independent third-party infrastructure operators that are not controlled by, affiliated with, or acting on behalf of LI.FI. LI.FI’s role is limited to operating the technical infrastructure through which Solver participants receive and respond to transaction intents.
4.2. No Curation or Selection. LI.FI does not curate, vet, endorse, recommend, audit, or select Solvers for any particular transaction or class of transactions. The availability of a Solver on the LI.FI solver marketplace does not constitute any representation by LI.FI regarding such Solver’s regulatory status, financial condition, technical capability, solvency, or fitness for purpose.
4.3. No Liability for Solver Activity. LI.FI assumes no liability whatsoever for the acts, omissions, defaults, insolvency, or regulatory non-compliance of any Solver, including without limitation any failure by a Solver to fill an order, any incorrect or delayed execution, any front-running, manipulation, or adverse pricing, or any loss of funds. The User assumes all risk associated with Solver-mediated transactions involving RWA Tokens.
4.4. Solver Compliance. Where a Solver provides quotes for or fulfills transactions involving RWA Tokens, the User acknowledges that responsibility for ensuring the Solver’s compliance with applicable law rests solely with the Solver and, to the extent the User has selected or directed the use of a particular Solver, with the User. LI.FI does not monitor, assess, or verify the regulatory compliance of any Solver.
5.1. No Regulatory Assessment by LI.FI. LI.FI does not perform, and has not performed, any regulatory classification, legal analysis, or compliance assessment in respect of any RWA Token, RWA Issuer, or the User’s distribution or making available of RWA Tokens to End-Users. The User bears sole and exclusive responsibility for determining whether the offer, distribution, promotion, or making available of any RWA Token to End-Users through the User’s Product requires any license, registration, authorisation, prospectus, offering document, key information document, or other regulatory approval or filing in any relevant jurisdiction.
5.2. User’s Regulatory Obligations. Without limiting Section 4 of the General Terms (Regulated Assets), the User shall:
(a) obtain and maintain all licenses, registrations, and authorisations required under applicable law for the distribution, promotion, or making available of RWA Tokens to End-Users in each jurisdiction in which the User’s Product operates;
(b) perform all suitability assessments, appropriateness tests, investor categorisation, and product governance obligations required by applicable law before making RWA Tokens accessible to End-Users;
(c) provide End-Users with all disclosures, risk warnings, prospectuses, key information documents, and other materials required by applicable law in connection with RWA Tokens;
(d) implement and maintain all anti-money laundering, counter-terrorism financing, sanctions screening, and know-your-customer procedures applicable to the User’s distribution of RWA Tokens;
(e) ensure that RWA Tokens are only made accessible to End-Users who are eligible to receive, hold, or transact in such tokens under applicable law in their respective jurisdictions; and
(f) monitor and promptly respond to changes in the regulatory status, authorisation, or legality of any RWA Token in any jurisdiction in which the User’s Product is available.
5.3. RWA Issuer Compliance. The User acknowledges that LI.FI makes no representation regarding the regulatory status, authorisation, compliance, financial condition, or solvency of any RWA Issuer. The User shall independently verify the regulatory standing and compliance of any RWA Issuer whose tokens the User makes available through the User’s Product. LI.FI shall not be liable for any acts, omissions, regulatory failures, or insolvency of any RWA Issuer.
6.1. Mandatory Disclosures. The User shall ensure that its user interface, terms of service, and user-facing documentation clearly and prominently disclose to End-Users that:
(a) the User provides any integration of the Services independently from and without association to LI.FI;
(b) LI.FI is a technology infrastructure provider and does not issue, distribute, market, promote, recommend, or endorse any RWA Token;
(c) LI.FI does not provide any financial, investment, or advisory services to End-Users;
(d) LI.FI has no contractual relationship with End-Users and has no relationship with any RWA Issuer;
(e) the smart contracts and protocol infrastructure underlying the Services are non-custodial, and transactions are executed by independent Third-Party Protocols and Solvers;
(f) LI.FI does not warrant the availability, reliability, or operability of any Third-Party Protocol, Solver, or RWA Issuer at any time;
(g) RWA Tokens may constitute regulated financial instruments in certain jurisdictions and may not be suitable for all investors;
(h) transactions involving RWA Tokens are subject to the risks inherent in blockchain-based systems, including smart contract vulnerabilities, liquidity risk, and regulatory risk; and
(i) End-Users should seek independent legal and financial advice before transacting in RWA Tokens.
6.2. Pre-Approval of Materials. LI.FI reserves the right to review and require amendments to any user-facing communication, marketing material, or disclosure that references LI.FI in connection with RWA Tokens. The User shall provide LI.FI with reasonable advance notice and copies of any such materials upon request.
7.1. Comprehensive Indemnification. Without limiting Section 10.1 of the General Terms, the User shall indemnify, defend, and hold harmless LI.FI and its affiliates, directors, officers, employees, agents, and representatives (each a “LI.FI Indemnified Party”) from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees and regulatory costs) (“Losses”) arising out of or in connection with:
(a) the User’s distribution, promotion, or making available of RWA Tokens to End-Users, including any failure to obtain required licenses, registrations, or authorisations;
(b) any claim, investigation, or finding by any regulatory authority that LI.FI is providing regulated financial services, operating a trading venue, or acting as a distributor or intermediary in respect of RWA Tokens as a result of the User’s use of the Services or the User’s representations to End-Users or third parties;
(c) any claim that LI.FI acts as agent, distributor, arranger, or representative of any RWA Issuer;
(d) any failure by the User to perform suitability assessments, appropriateness tests, or investor protection obligations required by applicable law;
(e) the acts, omissions, regulatory status, compliance failures, or insolvency of any RWA Issuer, to the extent that resulting Losses arise in connection with the User’s decision to integrate, distribute, or make available such RWA Issuer’s tokens through the User’s Product;
(f) any failure by the User to provide adequate disclosures to End-Users as required by these RWA Terms or applicable law;
(g) any claims by End-Users arising from transactions in RWA Tokens facilitated through the User’s Product; and
(h) the acts, omissions, defaults, or insolvency of any Solver in connection with transactions involving RWA Tokens.
7.2. Defence Obligation. Upon notice from a LI.FI Indemnified Party, the User shall promptly assume the defence of any claim, investigation, or proceeding giving rise to an indemnification obligation under this Section 7, at the User’s sole cost. The LI.FI Indemnified Party shall have the right, at its own expense, to participate in such defence with counsel of its choice. The User shall not settle any claim without the prior written consent of the LI.FI Indemnified Party (such consent not to be unreasonably withheld).
7.3. Regulatory Investigations. The indemnification obligations under this Section 7 expressly extend to any regulatory investigation, inquiry, enforcement action, or proceeding by any regulatory authority, whether or not such investigation or proceeding results in a formal finding, sanction, or penalty, and regardless of the jurisdiction in which such investigation or proceeding is initiated.
7.4. RWA Issuer Exposure. Without limiting the generality of Section 7.1, the User’s indemnification obligations extend to any Losses suffered by a LI.FI Indemnified Party arising from or in connection with the acts, omissions, regulatory status, or compliance failures of any RWA Issuer, to the extent that such Losses arise in connection with the User’s decision to integrate, distribute, or make available such RWA Issuer’s tokens through the User’s Product. The User acknowledges that LI.FI has made the Services available in reliance on the User’s assumption of this risk.
7.5. Contributory Fault. The User’s indemnification obligations under this Section 7 shall not apply to the extent that Losses are directly attributable to LI.FI’s own gross negligence or willful misconduct.
7.6. Survival. The obligations under this Section 7 shall survive termination or expiry of these RWA Terms and the General Terms for a period of thirty-six (36) months.
8.1. User Representations. In addition to the representations in Section 12 of the General Terms, the User represents and warrants that:
(a) it has conducted its own independent legal analysis of the regulatory classification of each RWA Token it makes available through the User’s Product in each relevant jurisdiction;
(b) it has obtained, or will obtain prior to making any RWA Token available to End-Users, all licenses, registrations, authorisations, and approvals required by applicable law;
(c) it has independently verified the regulatory status and compliance of each RWA Issuer whose tokens it distributes or makes available;
(d) its terms of service and user-facing disclosures comply with all applicable investor protection, product governance, and disclosure requirements; and
(e) it has not relied on LI.FI for any regulatory, legal, tax, or compliance advice in connection with RWA Tokens.
8.2. LI.FI Representation. LI.FI represents that it has no contractual, commercial, advisory, distribution, or agency relationship with any RWA Issuer, and that the availability of any RWA Token through the Services is a function of the technical routing capabilities of the Services and does not reflect any endorsement, selection, or curation by LI.FI.
9.1. RWA-Specific Suspension. Without limiting Section 13 of the General Terms, LI.FI may immediately suspend, restrict, or disable the User’s access to the Services in respect of any or all RWA Tokens if LI.FI reasonably determines that:
(a) the User’s distribution of RWA Tokens creates or is likely to create regulatory risk, reputational harm, or material liability for LI.FI;
(b) the regulatory status of any RWA Token or RWA Issuer has materially changed or is the subject of regulatory inquiry or enforcement;
(c) the User has failed to comply with any obligation under these RWA Terms; or
(d) continued routing of a particular RWA Token through the Services is no longer consistent with LI.FI’s risk appetite or compliance standards.
9.2. Relationship to General Terms. Suspension under this Section shall not limit LI.FI’s rights under the General Terms, including the right to terminate the General Terms in accordance with Section 13 thereof.
10.1. Governing Law. These RWA Terms are governed by the same governing law and dispute resolution provisions as the General Terms.
10.2. Severability. If any provision of these RWA Terms is held invalid or unenforceable, the remaining provisions continue in full force.
10.3. Amendments. These RWA Terms may be amended by LI.FI in the same manner as the General Terms. Continued use of the Services in connection with RWA Tokens after any amendment constitutes acceptance.