By accessing or using Replica ("the Platform"), you agree to be bound by these Terms of Service. If you do not agree to these terms, please do not use the Platform. Replica reserves the right to modify these terms at any time.
Replica will provide at least 14 days' notice before material changes to these Terms take effect, by posting the updated Terms on the Platform and updating the "Last updated" date. Your continued use of the Platform after the notice period constitutes acceptance of any modifications.
Replica is a technology interface for the Solana blockchain that enables users to copy investment portfolios created by other users. The Platform provides a user interface and smart contract infrastructure for portfolio replication. Replica is a technology provider and does not provide investment advice, brokerage services, or custody of assets.
Transaction execution depends on third-party liquidity protocols (such as decentralized exchanges and automated market makers) and decentralized oracles for price discovery. Replica does not control, operate, or guarantee the availability, accuracy, or performance of these external protocols. Users acknowledge that execution quality, slippage, and transaction success are subject to conditions beyond Replica's control.
The tokenized stocks available through the Platform are issued by third-party providers (such as Ondo Finance). Replica does not issue, manage, or control these tokens. The availability of specific tokenized stocks is subject to the policies and operations of their respective issuers.
You must be at least 18 years old and legally capable of entering into binding contracts to use the Platform. You are responsible for ensuring that your use of Replica complies with all applicable laws and regulations in your jurisdiction.
Geographic Restrictions
Due to regulatory restrictions on the underlying tokenized equities, the Platform and its services are NOT available to residents or citizens of the following jurisdictions:
Persons in certain other jurisdictions (Brazil, EEA, Hong Kong, Malaysia, Singapore, Switzerland, United Kingdom) may only access tokenized equities if they satisfy accredited/professional investor requirements. See our Restricted Jurisdictions page for details.
By using the Platform, you represent and warrant that you are not a resident or citizen of any restricted jurisdiction and that you are not accessing the Platform from any restricted jurisdiction. Replica reserves the right to restrict access from any jurisdiction at its sole discretion.
For more information about geographic restrictions, please see our Restricted Jurisdictions page.
You are solely responsible for maintaining the security of your wallet and private keys. Replica does not have access to your private keys and cannot recover lost or stolen funds. You agree to immediately notify Replica of any unauthorized use of your account.
Replica is a non-custodial platform. Your assets remain in your personal vault (a Program Derived Address controlled by your wallet's private key) at all times. Replica does not hold, control, or have access to your funds. All transactions are executed through smart contracts on the Solana blockchain.
All asset distributions, fee payments, and transfers are executed autonomously by on-chain smart contracts according to their programmed logic. Once a transaction is confirmed on the blockchain, Replica cannot revert, modify, cancel, or otherwise alter these transactions. You are solely responsible for verifying transaction details before signing.
Emergency Withdraw: In the event that Replica's backend services become unavailable, you retain the ability to withdraw your assets directly from your vault using the "Emergency Withdraw" function on the Solana blockchain. This ensures you always maintain ultimate control over your funds regardless of Replica's operational status.
The tokenized stocks available through the Platform are issued by third-party providers (such as Ondo Finance) who retain certain controls over their tokens:
Replica charges fees for certain services as described in our Fees page. These include copy fees, management fees, and performance fees. All fees are transparently disclosed before any transaction is executed. Network fees (gas) are paid directly to the Solana network.
Replica reserves the right to modify fee structures, including fee percentages and distribution splits, at any time without prior notice.
Replica does not provide investment, financial, legal, or tax advice. The portfolios available on the Platform are created by independent users, not by Replica. You are solely responsible for evaluating the suitability of any portfolio for your investment objectives and risk tolerance. Past performance is not indicative of future results.
Your funds on the Platform are not protected by any government deposit insurance scheme (such as FDIC in the US, FSCS in the UK, or equivalent programs in other jurisdictions). There is no investor compensation fund that covers losses from using this Platform. If you lose funds due to market movements, smart contract vulnerabilities, token issuer failures, or any other reason, there is no governmental or institutional recourse.
You acknowledge that investing in equities and using blockchain technology involves substantial risks, including the risk of total loss of your investment. Please review our Risk Disclosure for detailed information about the risks involved.
All content, trademarks, and intellectual property on the Platform are owned by Replica or its licensors. You may not reproduce, distribute, or create derivative works without prior written consent.
To the maximum extent permitted by law, Replica shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or other intangible losses, arising from your use of the Platform. Replica's total liability shall not exceed the fees paid by you in the twelve months preceding the claim.
You agree to indemnify and hold harmless Replica, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from your use of the Platform or violation of these Terms.
These Terms shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to its conflict of law provisions.
Any dispute arising from or relating to these Terms or your use of the Platform shall be resolved through binding arbitration administered by the London Court of International Arbitration (LCIA) under its rules then in effect. The arbitration shall be conducted in English, with the seat of arbitration in London, United Kingdom (for procedural purposes only, not as governing law). The arbitrator's decision shall be final and binding.
Class Action Waiver: You agree to waive any right to participate in a class action lawsuit or class-wide arbitration against Replica. All claims must be brought in your individual capacity.
If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.
For questions about these Terms: