Terms of Service

1. AGREEMENT TO TERMS

These Terms of Service (the "Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Orion Financial Intelligence Inc.(the "Company," "we," "us," or "our"), governing your access to and use of the hosted Interface, the Orion Finance Protocol smart contracts, and associated services (collectively, the "Services"). References to "Protocol" in these Terms mean the decentralized smart contract software; the Company operates the Interface but does not control public blockchains or permissionless onchain interactions.

BY CONNECTING YOUR WALLET, ACCEPTING THESE TERMS IN THE APP, DEPLOYING A VAULT, OR SUBMITTING AN INTENT OR A REQUEST, YOU AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

2. DEFINITIONS

In addition to the terms defined elsewhere in these Terms of Service, capitalized terms will have the meanings indicated below, whether in the singular or plural.

Access Controller:means the optional smart contract configuration set by a Manager that restricts which Users or Wallets are permitted to deposit Crypto-assets into a specific Vault. By default, Access Control is set to a null address (i.e., 0x00...00), indicating the deposit request of the Vault is "permissionless" and open to any User.

Admin:means the wallet or multisignature contract (Gnosis Safe) that possesses ultimate administrative control over the Protocol's smart contracts, including the ability to upgrade contracts, configure protocol-wide fees, and whitelist assets. The Admin exercises no discretion over vault portfolio allocation, Strategist advisory Portfolio Intents, or Manager commercial terms for any specific Vault.

App: means the front-end web application at app.orionfinance.ai used to interact with the Smart Contracts.

Company: means Orion Financial Intelligence Inc., the entity that operates the Interface and App.

Automation Registry:means the off-chain service or network of "Keepers" responsible for triggering the Protocol's rebalancing cycles (performUpkeep).

Batch: means a collection of individual User Intents (deposits, withdrawals, portfolio rebalances) aggregated by the Protocol over a specific period or block range to be executed as a single collective transaction or set of transactions.

Blockchain: means a transparent, secure information storage and transmission technology that operates without a central control body (e.g., Ethereum, Arbitrum, Optimism). It constitutes a distributed ledger containing the history of all transactions made between its users.

Crypto-asset: a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology.

Excluded Dispute: means any Dispute relating to: (a) the enforcement or validity of your or our intellectual property rights (including copyrights, trademarks, domains, logos, trade dress, trade secrets, and patents); (b) allegations of theft, piracy, or unauthorized use of the Interface or Brand; or (c) claims seeking emergency injunctive relief (e.g., a court order to stop a hack or shutdown a phishing site).

Fees: means the various costs associated with using the Protocol, which may include:

• Management Fee:A recurring fee payable to the Manager based on the Vault's Total Value Locked (TVL).
• Performance Fee:A fee payable to the Manager based on the appreciation of the Vault's value, subject to fee type.
• Protocol Fee:A revenue share fee taken by the Protocol infrastructure from the Vault's revenue for maintenance and development of the software infrastructure.

Buffer Liquidity: means assets held in Protocol-designated smart contract accounts used to support settlement flows, counterparty balancing, or operational liquidity during batch execution. Buffer Liquidity is not deposit insurance, is not a guarantee of redemption timing or price, and may be subject to smart contract, market, and counterparty risk.

Guardian: means the designated security address with limited permissions to execute emergency actions only, such as pausing the protocol (pauseAll) in response to security incidents, broken protocol invariants, or anomalous onchain states. The Guardian does not have discretionary authority over portfolio allocation, trade routing, Strategist intents, or Manager fee settings.

High Water Mark: means a mechanism ensuring that Performance Fees are only paid on net new profits, preventing Users from paying fees on the same performance twice if the Vault value fluctuates.

Hurdle: means a specific threshold of return that must be achieved before Performance Fees can be charged.

• Soft Hurdle: Fees are charged on the entire profit once the threshold is met.
• Hard Hurdle: Fees are only charged on profits exceeding the threshold.

Intent:means a signed message or onchain signal submitted by a User expressing a desire to perform an action (e.g., "Allocate X amount of asset Y"). Due to the asynchronous nature of the Protocol, an Intent is an advisory instruction or request for future execution rather than an immediate atomic transaction. The Protocol does not guarantee that an Intent will be executed, or that it will be executed at a specific price, due to market conditions, slippage, or technical constraints.

Encrypted Intent:means a cryptographically obfuscated signed message or onchain signal submitted by a User expressing a desire to perform an action (e.g., "Allocate X encrypted amount of asset Y"). Due to the asynchronous nature of the Protocol, an Intent is a request for future execution rather than an immediate atomic transaction. The User acknowledges that while the content of the Intent is encrypted, the metadata (such as the sender's address and timestamp) may remain public on the Blockchain.

Interface: means the Company-hosted website, application, and APIs (including the App and orionfinance.ai) used to access Protocol features. The Interface is revocable, geo-restricted, and separate from permissionless Smart Contracts, which anyone may interact with directly onchain.

Internal State Orchestrator: means the system of smart contracts and off-chain applications responsible for the internal accounting of the Protocol. It reads the state of various Vaults, calculates the Net Asset Value (NAV), processes fee logic, and determines the resulting share distribution for Investors before and after execution.

Investor: means a User who deposits Crypto-assets into a Vault with the intent of accruing yield or capital appreciation.

Liquidity Orchestrator:means the set of smart contracts responsible for the execution of the Meta-Portfolio. This component interfaces with both internal vault states and external liquidity venues (e.g., DEXs, lending markets) to execute the batched trades required to align the Vault's actual holdings with the Strategist's and Investor's Intents.

Manager: means the User address that deployed or currently holds the administrative rights to a specific Vault. The Manager acts as an independent vault operator with the power to appoint Strategists, configure Fee structures, and manage Vault-level permissions. The Manager does not execute portfolio rebalancing, route trades, or call performUpkeep. The Manager is not an agent, employee, or representative of the Protocol.

Meta-Portfolio: means the aggregated target portfolio constructed by the Protocol by combining the current Vault states with the new batches of Investor Intents and Strategist Portfolio Intents. This serves as the instruction set for the Liquidity Orchestrator.

Privacy Policy: means the privacy policy published at orionfinance.ai/privacy-policy, as updated from time to time.

Protocol: means the set of decentralized, and non-custodial smart contracts and software developed by the Company enabling onchain portfolio orchestration, asynchronous execution, and intent batching.

Protocol Parties: means the Company, its affiliates, founders, officers, employees, contractors, and licensors.

Smart Contract: a program, a collection of code and data, residing at a specific address on a Blockchain.

Strategist: means the User or entity (e.g. smart contract) appointed by the Manager to act as an investment adviser for a specific Vault. The Strategist submits Portfolio Intents to the Protocol via submitIntent, expressing advisory target allocations. Portfolio Intents are requests for future execution, not immediate trades. Execution is performed asynchronously by Protocol smart contracts and Keepers (performUpkeep), subject to batching, liquidity, slippage, and market conditions. The Strategist does not hold custody of assets, does not execute trades, route orders, or control execution timing.

Terms Version: means the version identifier for these Terms shown at the top of this page and recorded when you accept the Terms in the App.

Vault: means a non-custodial smart contract created via the Protocol where Investors can submit deposit requests. Each Vault has specific parameters (Fees, Strategists, Strategy) defined by the Manager.

Wallet:means a digital storage unit that grants Users access to their Crypto-assets and allows them to store, send, and receive Crypto-assets (e.g., MetaMask, Rabby, Ledger, etc.). The Protocol has no control over Users' Wallets.

Yield: means the interest, dividends, or capital gains generated by the underlying assets or strategies within a Vault.

3. NATURE OF THE SERVICES

3.1. Non-Custodial Protocol. The Protocol is a decentralized, non-custodial infrastructure provider. We do not have custody, possession, or control of your digital assets at any time. You retain full control of your assets via your private keys.

3.2. Infrastructure Only. Our Services provide the technical infrastructure for Vault Creation, Orchestration, and Accounting. Execution of Intents is asynchronous; the Protocol does not guarantee that Intents will be executed within a specific timeframe or at a specific price.

Execution of Intents is subject to network congestion, batching intervals, and external liquidity availability. The Protocol does not guarantee a specific execution time or price.

3.3. No Fiduciary Duty or Financial Advice. The Protocol is a technology provider, not a financial institution, investment advisor, or broker-dealer. NEITHER THE PROTOCOL NOR ITS SUPPLIERS SHALL BE RESPONSIBLE FOR INVESTMENT OR OTHER FINANCIAL DECISIONS, OR DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE SERVICES. Nothing in the Services constitutes financial, legal, or tax advice. The decision to deploy a Vault, act as a Strategist, or deposit as an Investor is made solely by you. Unless the Company is the designated Manager of a specific Vault, the Company and Protocol do not assume Manager duties to Investors for that Vault.

3.4. User Equipment and Security. You are solely responsible for providing all equipment, hardware (e.g., Ledger, Trezor), and software (e.g., MetaMask, Rabby) necessary to connect to the Protocol. You are solely responsible for keeping your hardware devices and private keys secure. The Protocol is not liable for any loss resulting from compromised user devices or internet connectivity failures.

3.5. Open Source and Software Risks.The Protocol's smart contracts may be open-source or partially verifiable. While we strive for security, you acknowledge that the Services are provided 'as is' and 'as available,' and you use them at your own risk.

3.6. Third-Party Interactions. The Services may interact with third-party protocols or decentralized exchanges. We do not control these third parties and are not liable for their failures, hacks, or lack of liquidity.

3.7. Interface vs. Smart Contracts. The Interface is a hosted frontend and API operated by the Company. Smart Contracts are permissionless onchain code that anyone may interact with directly (for example, via block explorers or third-party tools). If your access to the Interface is terminated or restricted, you may still be able to interact with Smart Contracts onchain, subject to their own rules and your eligibility.

3.8. Curated Vault Lifecycle. The App is a curated interface, not a permissionless mirror of every onchain Vault. Vaults may require protocol review or approval before becoming visible or active (for example, statuses such as pending review, active, hidden, or decommissioning). Administrators may control vault visibility, set or clear manager display names, and manage vault metadata. Listing or visibility in the App is UI curation only. The Company does not approve, modify, or submit Portfolio Intents on behalf of any Manager or Strategist. During decommissioning, deposits, redemptions, and fee claims may be limited or processed under restricted conditions. The Company does not guarantee that any Vault will remain listed, visible, or operational in the Interface.

3.9. Manager Whitelist and Protocol Limits. Not every address may deploy or operate a Vault. The Protocol may enforce onchain manager whitelisting and protocol-level parameters (such as minimum deposit or redemption amounts). You are responsible for reviewing onchain parameters before interacting with a Vault.

3.10. Encrypted and Transparent Vaults. Some Vaults may accept Encrypted Intents. Even when amounts or allocations are encrypted, metadata (such as sender address, timestamps, and interaction patterns) may remain public on the Blockchain. Encrypted strategies may still be subject to inference, correlation, or pattern analysis. Transparent and encrypted Vaults involve different visibility and trust assumptions; you must evaluate which model you use.

3.11. Independent Vault Operators.Managers and Strategists are independent Users, not employees, agents, or representatives of the Company or Protocol. App listing or visibility of a Vault does not constitute an endorsement of that Vault's advisory content, strategy, fees, or expected performance. Unless the Company is the designated Manager or Strategist of a specific Vault, the Company does not provide investment advice or portfolio management for that Vault.

3.12. Async Advisory and Execution Model. The Protocol separates advisory instruction from execution:

• Advisory instruction: Strategists (and Investors, for deposit or withdrawal requests) submit Intents via submitIntent. Portfolio Intents express advisory target allocations. Intents are not immediate trades.
• Deferred execution: Rebalancing and routing occur later when Keepers call performUpkeep on the Automation Registry. The Liquidity Orchestrator then executes batched flow against external venues.
• No adviser execution: Managers and Strategists do not sign swaps, route orders, call performUpkeep, or control execution timing or price. Execution is mediated by Protocol smart contracts subject to batching, liquidity, slippage, and market conditions (see Section 7).

3.13. No Deposit Insurance. The Services are not a bank, broker-dealer, or insured depository institution. Digital assets are not insured by the FDIC, SIPC, or any government deposit insurance scheme. Crypto-assets can lose all value.

4. REPRESENTATIONS AND ELIGIBILITY

4.1. General Eligibility. You represent and warrant that you are: (a) at least eighteen (18) years old and of legal age to form a binding contract; and (b) not a person barred from using the Services.

4.2. Entity and DAO Representation.If you are acting on behalf of a legal entity, a Decentralized Autonomous Organization ("DAO"), or a multisig wallet, you represent and warrant that you have all necessary rights and authority to bind such entity or DAO to these Terms.

4.3. Restricted Persons (Sanctions & PEPs). You represent and warrant that neither you, nor any person for whom you are acting as an agent or nominee, are: (A) Located in, organized in, or a resident of any jurisdiction where use of the Services is prohibited (including but not limited to the United States, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); (B) A person or entity on the Specially Designated Nationals (SDN) List maintained by OFAC; or (C) A "Senior Foreign Political Figure" or an immediate family member or close associate of such a figure.

4.4. Compliance and "Clean Hands". You represent that you have not failed to comply with applicable anti-money laundering (AML) or counter-terrorist financing (CTF) laws. You warrant that no governmental investigation or legal proceeding is pending against you regarding your crypto-asset activities.

5. USER ROLES AND SPECIFIC OBLIGATIONS

5.1. Investors

• Investment Risk: You acknowledge that depositing assets into a Vault involves significant risk, including the potential loss of 100% of your principal.
• Vault Shares: Vault Shares represent your proportional ownership in a Vault. Share value fluctuates based on underlying strategy performance, which is not guaranteed and may result in losses.
• Async Advisory Model: You acknowledge that Strategists act as investment advisers submitting advisory Portfolio Intents via submitIntent, and that execution occurs later when Keepers call performUpkeep. You bear execution risk—including slippage, delay, and keeper failure—between intent submission and upkeep.
• Independent Advisers and Operators:You acknowledge that each Vault's Manager (vault operator) and Strategist (investment adviser) are independent of the Company and Protocol, and are not Orion employees or agents. Review onchain Manager and Strategist addresses before depositing.
• Reliance: You are responsible for conducting your own due diligence on the specific Vault, its Strategist, its underlying strategy and investment universe. The Protocol does not endorse or guarantee the performance of any Strategist or Vault.
• Asynchronous Execution: You acknowledge that the Protocol uses an asynchronous execution model, meaning the final price may differ from the price at the time of your request.

5.2. Strategists

• Investment Adviser Role: You act as an investment adviser for the Vault(s) you serve. You submit advisory Portfolio Intents via submitIntent. You do not execute transactions, sign swaps, route orders, or call performUpkeep on behalf of Investors. Execution is mediated asynchronously by the Protocol.
• Intent Submission: You are solely responsible for the portfolio intents, rebalancing logic, and proposed asset allocations submitted to the Vault. You represent that you have the necessary knowledge and experience to formulate such strategies.
• Asynchronous Processing:You acknowledge that your submitted Intents are processed asynchronously. The Protocol is not liable for price changes or "slippage" that occurs between the time an Intent is submitted and the time it is executed by Keepers and the Liquidity Orchestrator.
• No Misrepresentation: You agree not to make false or misleading statements regarding the performance, risk profile, or safety of any Vault strategy you submit.
• Duty of Care: You agree to act in good faith when submitting advisory intents and to indemnify the Protocol against claims arising from malicious or grossly negligent strategy logic.

5.3. Managers

• Vault Operator Role: You act as an independent vault operator. Your duties to Investors concern economic parameters and access control. You do not execute portfolio rebalancing, route trades, or call performUpkeep. Portfolio execution follows Strategist advisory Intents through Protocol automation.
• Access Control: You are responsible for the configuration of Access Control (setDepositAccessControl) and the Vault Whitelist. You acknowledge that by setting these parameters, you are acting as the sole gatekeeper for that Vault, and the Protocol is not liable for your decision to include or exclude any specific User.
• Vault Administration: You are responsible for the overall lifecycle of the Vault, including its creation (createVault) and the configuration of deposit limits and access controls (setDepositAccessControl, updateVaultWhitelist).
• Fee Management: You are solely responsible for configuring and updating fee parameters (updateFeeModel), including Management Fees, Performance Fees, and Hurdles. You represent that you possess the authority to claim such fees (claimVaultFees) and manage their distribution.
• Strategist Oversight: You are responsible for appointing, updating, and removing Strategists (updateStrategist). You acknowledge that while Strategists submit intents, you retain the ultimate administrative control over the Vault structure and permissions.
• Algorithmic Strategies: You acknowledge that a Strategist may be a human operator or an autonomous smart contract (implementing IOrionStrategist). If you deploy a smart contract Strategist, you represent that the code has been tested and audited. The Protocol is not responsible for logic errors, infinite loops, or gas inefficiencies within your custom Strategist contract.
• Fiduciary Duty (Economics & Access — Manager to Investors): If you are a Manager, you acknowledge that your exclusive control over the Vault's economic parameters (fees) and participant access constitutes a position of trust between you and Investors in that Vault. Any duty regarding the fairness of fees or rights of access runs from Manager to Investors, not from the Protocol or Company to Investors (unless the Company is the Manager). Manager does not owe Investors duties regarding investment suitability, strategy selection, or expected returns under these Terms unless separately agreed in writing between Manager and Investors. You agree to indemnify the Protocol against any claims arising from fee manipulation, excessive value extraction, or discriminatory access control.

6. FEES, TAXES, AND GAS

6.1. Protocol Fees.The Protocol automatically deducts a "Protocol Fee" from the revenue generated by Vaults. This fee is coded into the smart contracts and acts as a revenue share for the maintenance and development of the Protocol. You acknowledge that these fees are non-refundable and cannot be circumvented.

6.2. Vault Specific Fees. Managers may configure the following fees via the updateFeeModel function:

• Management Fee: A recurring fee based on Total Value Locked (TVL).
• Performance Fee: A fee based on profits, calculated using the Internal State Orchestrator.
• Fee Mechanics: You acknowledge that performance fees are subject to technical parameters such as Soft/Hard Hurdles or High Water Marks. It is the User's responsibility to review these parameters onchain before depositing.

6.3. Network Fees (Gas). You are responsible for all gas fees and transaction costs associated with your interactions with the Blockchain.

• Execution Uncertainty: The cost of executing a transaction depends on network congestion and external market conditions.
• No Refunds: Gas fees are paid to the decentralized network of validators, not the Protocol. The Protocol is not responsible for gas costs incurred from failed transactions, reverts, or Intents that remain unexecuted due to insufficient gas.

6.4. Taxes. You are solely responsible for determining what, if any, taxes apply to your transactions and yield. The Protocol does not act as a withholding agent. You are responsible for reporting and remitting the correct tax to the appropriate tax authority. You agree to indemnify the Protocol Parties against any tax liability or penalties arising from your use of the Services.

6.5. Fee Change Cooldowns. Managers may schedule changes to Vault fee parameters. Fee changes may be subject to an onchain waiting period before new rates take effect. Until that time, prior fee rates may continue to apply. You are responsible for reviewing the current and scheduled onchain fee state before depositing, redeeming, or remaining invested in a Vault.

7. EXECUTION AND ORCHESTRATION RISKS

7.1. Batching and Netting.The Services employ a "Meta-Portfolio" approach where multiple user intents are batched and netted before execution. While this design saves gas and improves capital efficiency, it introduces specific risks:

• Latency: Transactions are not instant.
• Execution Timing: The price at which a trade is executed within a Batch may differ significantly from the price at the time the Intent was submitted.
• Failed Batches:If a batch fails to execute via the Liquidity Orchestrator (e.g., due to low liquidity or revert errors), your action may be retried or canceled. The Protocol is not liable for "opportunity costs" or lost profits resulting from failed or delayed batches.

7.2. Liquidity Orchestrator and External Risks. The Protocol routes trades through external decentralized exchanges (DEXs) and liquidity sources.

• MEV Risks: You acknowledge that large batched transactions may be subject to Maximal Extractable Value (MEV), including sandwich attacks, front-running, or back-running by third-party bots.
• Slippage: While the Protocol may implement slippage protection, it does not guarantee that execution will stay within these bounds under extreme market volatility.
• Third-Party Failures: We are not liable for the insolvency, hacks, or smart contract failures of external liquidity venues (e.g., Uniswap, Curve) or the underlying assets (e.g., stablecoin depegs).

7.3. Oracle and Data Risks.The Internal State Orchestrator relies on price feeds ("Oracles") to calculate Net Asset Value (NAV) and facilitate accounting.

• Oracle Failure: You acknowledge the risk of Oracle malfunctions, stale data, or price manipulation (e.g., flash loan attacks).
• Informational Only: All data displayed on the App (e.g., APYs, projected returns, historical performance, Sharpe ratios, TVL, and backtested metrics) is for informational purposes only. Past performance is not indicative of future results. The Protocol does not guarantee the accuracy of any third-party or indexed data.
• Indexer and Subgraph Lag: App data is derived from onchain events via indexers (including subgraph services). Displayed balances, positions, and analytics may lag behind the live blockchain state. Do not rely on the App as a real-time source of truth for time-sensitive decisions.

7.4. Emergency Powers (Guardian Role). You acknowledge that the Guardian may execute emergency functions, including pauseAll, which may temporarily freeze deposits, redemptions, and interactions with the Vaults in response to security incidents, broken protocol invariants, or anomalous onchain states. Non-emergency operational parameters (including batch sizing and protocol configuration) are governed by the Admin as described in Section 18.6, not by the Guardian. You agree that: (a) Guardian pause powers are intended to protect users from acute security or integrity failures; (b) The Protocol is not liablefor any loss of value or "opportunity cost" incurred while the Services are paused; and (c) You have no right to force a resumption of services during an emergency state.

7.5. Reliance on Automation.The Protocol relies on off-chain "Keepers" (the Automation Registry) to trigger critical functions like rebalancing (performUpkeep). We do not guarantee that these automated agents will run without interruption. In the event of an automation failure, Vaults may remain in a pending state or fail to rebalance until the service is restored.

7.6. Redemption Failures and Claim Queue. Withdrawals and redemptions may not settle atomically. In some cases, vault shares may be burned or redemption may be processed onchain while the underlying asset transfer fails, requiring a separate claim step. Failed or partial redemptions may be retried, queued, or require manual intervention. The Protocol does not guarantee execution timing, final price, or successful settlement on retry.

7.7. Share Transfers. Vault shares may be transferable ERC-20 tokens. Third parties may acquire shares on secondary markets or via transfer. Your economic exposure and rights may differ if you obtain shares outside the Interface. Review onchain share ownership and Vault parameters before transacting.

8. INTELLECTUAL PROPERTY AND LICENSES

8.1. Ownership.All rights, title, and interest in the Interface, the App, the "Orion Finance" brand, and all related software are owned by us or our licensors.

• Smart Contracts:The Protocol's smart contracts are deployed on public blockchains. Your use of the smart contracts is governed by their respective licenses, where applicable.

8.2. Limited License. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Interface. This license does not grant you any ownership rights in the Services.

8.3. Restrictions. You agree not to:

(a) Copy, modify, or create derivative works of the Interface or Brand;

(b) Reverse engineer or attempt to extract the source code of the App's front-end;

(c) Use the Services to build a competing product using our proprietary interface logic;

(d) Use any automated system (bots, scrapers) to access the Services in a manner that sends more request messages to our servers than a human can reasonably produce.

8.4. User-Generated Content & Transaction Data.

• License to Content: Strategists and Managers grant the Protocol a perpetual, worldwide, royalty-free license to use, display, and distribute any Vault names, descriptions, or metadata provided through the App.
• Onchain Data: You acknowledge that all transaction data and Vault performance metrics are public on the Blockchain. The Protocol has the irrevocable right to index, analyze, and display this public data for any purpose, including leaderboards, marketing, and protocol analytics.

9. THIRD-PARTY SERVICES

The Services may interact with or rely on third-party decentralized protocols (e.g., Uniswap, Aave, Morpho, etc.) to execute trades or generate yield. We do not own, control, or operate these third-party protocols. We provide no guarantee of their security, functionality, or continued availability. You agree that the Protocol shall not be liable for any losses resulting from the failure, hack, or exploit of any third-party protocol accessed via the Liquidity Orchestrator.

9.1. Third-Party Transactions and Execution. The Services provide technical means to enable you to engage in transactions with third parties. However, the Protocol is NOT CAPABLE OF PERFORMING TRANSACTIONS OR SENDING TRANSACTION MESSAGES ON YOUR BEHALF. ALL TRANSACTIONS INITIATED THROUGH THE SERVICES ARE EFFECTED BY YOUR WALLET. You agree that such transactions are governed by the terms of your Wallet and that the Protocol is not responsible for any such transactions.

9.2. API Availability and Rate Limits. The Interface and backend APIs are provided without a service-level agreement. We apply rate limits on authentication, terms acceptance, and other endpoints to protect the Services. We may modify, suspend, or discontinue API or Interface availability at any time without liability.

10. PROHIBITED ACTIVITIES

You agree that you are solely responsible for your conduct in connection with the Services. You agree that you will abide by these Terms and will not (and will not attempt to):

10.1. Market Manipulation and Financial Misconduct

• Manipulation:Engage in or knowingly facilitate any "front-running," "wash trading," "pump and dump trading," "ramping," "cornering," or fraudulent, deceptive, or manipulative trading activities.
• False Activity: Trade a Crypto-asset at successively lower or higher prices for the purpose of creating or inducing a false, misleading, or artificial appearance of activity in such asset, or establishing a price which does not reflect the true state of the market.
• Unlicensed Financial Services: Use the Services to carry out any financial activities subject to registration or licensing, including but not limited to using the Vaults to transact in securities, debt financings, equity financings, or other similar transactions without proper regulatory compliance.

10.2. Technical Abuse and Security

• Disruption: Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Protocol (e.g., DDoS attacks).
• Bypassing Restrictions: Bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Protocol (including VPNs to bypass geo-blocking).
• Scraping and Bots: Use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means not authorized by us to access the Services, extract data, or otherwise interfere with or modify the rendering of pages or functionality.
• Malware: Develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Services.
• Exploitation:Utilize the Services to exploit any bugs, vulnerabilities, or "edge cases" within the Protocol's smart contracts, the Internal State Orchestrator, or the Liquidity Orchestrator to extract value in a manner not intended by the Protocol's design.

10.3. General Prohibitions

• Illegal Purpose: Use the Services for any illegal or unauthorized purpose, including money laundering, terrorist financing, or evading sanctions.
• Impersonation:Pose as another person or entity, or use another user's Wallet without authorization.
• IP Infringement: Make available any content (including Vault descriptions) that infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any person or entity.
• Harvesting Data: Collect or harvest data from the Services that would allow you to contact individuals, companies, or other persons or entities for direct marketing activity (email marketing, SMS marketing, etc.).

11. LIMITATION OF LIABILITY AND RELEASE

11.1. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL THE PROTOCOL PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, arising out of or in connection with the use or inability to use the Services.

11.2. Smart Contract and Operational Risks. You acknowledge that the Services run on public blockchains and interact with complex "Orchestration" logic.

• Protocol Vulnerabilities: You agree that the Protocol is not liable for funds lost due to smart contract exploits, hacks, or bugs.
• User Actions:You agree that the Protocol is not liable for the actions, omissions, or "rug pulls" committed by any Manager or Strategist. Your sole recourse for such actions lies against that specific User.

11.3. Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, THE PROTOCOL PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) $100 (ONE HUNDRED U.S. DOLLARS); OR (ii) FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM.

11.4. Release and Waiver of Claims. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, YOU HEREBY RELEASE THE PROTOCOL PARTIES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION, ARISING OUT OF OR RELATED TO ANY LOSS WHICH MAY BE SUSTAINED BY YOU WHILE USING THE SERVICES.

11.5. Waiver of Unknown Claims (California Civil Code § 1542). You waive any rights you may have under California Civil Code Section 1542, acknowledging that this release covers claims that are unknown or unsuspected. You acknowledge that the releases in these Terms are intended to be as broad and inclusive as permitted by law.

11.6. Force Majeure. The Protocol Parties shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, or failures of blockchain network infrastructure, including consensus failure, 51% attacks, or network forks.

11.7. Basis of Bargain. You agree that the limitations of damages set forth in this Section are fundamental elements of the basis of the bargain between the Protocol and you.

12. ASSUMPTION OF RISK

12.1. Sophistication and Expertise. You represent that you have the necessary technical expertise to review and evaluate the security and integrity of your Wallet and the Protocol. You accept the risks associated with blockchain technology generally and are responsible for conducting your own independent analysis of the risks specific to any Vaults or Strategist you interact with.

12.2. No Guaranteed Returns and Volatility. All claims, estimates, specifications, and performance measurements described on the Interfaces, including any projected gain, return, or yield, are good-faith statements but are subject to change from time to time in response to market conditions. The Protocol makes no warranties as to the markets in which your Digital Assets are staked, transferred, purchased, or traded, and you rely on all such statements at your own risk.

12.3. User Error and Security Losses. WE TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (i) USER ERROR such as forgotten passwords, incorrectly constructed transactions, or mistyped addresses; (ii) CORRUPTED WALLET FILES; (iii) SERVER FAILURE OR DATA LOSS; or (iv) UNAUTHORIZED ACCESS to your Wallet or devices, including through the use of viruses, phishing, or other means of attack.

12.4. Regulatory and Technology Risks. You acknowledge and assume all risks related to the uncertain and evolving regulatory landscape, potential prohibition or restriction of services, interface downtime, Wallet compatibility issues, data corruption, and cyberattacks.

12.5. Blockchain Inherent Risks. You acknowledge that the Protocol has no control over the underlying Blockchains (e.g., Ethereum). We cannot ensure that transaction details (including Batch executions) will be validated by the relevant blockchain. You accept the risk of transaction delays, congestion, high gas fees, and network failures. Blockchain transactions are irreversible. Once an Intent is executed and settled on the Blockchain, it cannot be undone, canceled, or refunded by the Protocol.

12.6. Third-Party Dependencies. The Protocol relies on third-party platforms (e.g., DEXs, Lending Protocols) to perform transactions via the Liquidity Orchestrator. We make no guarantee as to the functionality or security of these third parties.

12.7. Tax Responsibilities. See Section 6.4. You remain solely responsible for all tax obligations arising from your use of the Services.

12.8. Access Control and Deposit Restrictions. Managers may restrict which wallets may deposit into a Vault via Access Control or whitelists. Restrictions may change after you have submitted a deposit request. You may be excluded from a Vault even if you previously interacted with it. The Protocol is not liable for losses arising from access changes imposed by a Manager.

13. PRIVACY AND DATA

13.1. Privacy Policy. Our collection, use, storage, retention, and sharing of information is described in the Privacy Policy, which is incorporated into these Terms by reference. By accepting these Terms or using the Services, you also acknowledge the Privacy Policy.

13.2. Wallet-Based Access. The Services use Sign-In With Ethereum. You authenticate with your wallet address and a cryptographic signature. We do not collect or store your private keys, and we do not require an email address or password for core account access.

13.3. Information We May Process.To operate the Services, we may process wallet addresses, session and device metadata (such as IP address and browser type), terms acceptance records, indexed public blockchain activity, and analytics derived from that activity. We may create records from public onchain activity before you log in or accept these Terms. Session credentials are stored in your browser's local storage, not in httpOnly cookies.

13.4. Terms Acceptance Records. When you accept these Terms in the App, we record the Terms Version, timestamp, IP address, and user agent as proof of acceptance. Material changes may require you to accept an updated Terms Version before using authenticated features.

13.5. Blockchain Transparency and Your Choices. Blockchain transactions are publicly visible and permanent. We cannot control or delete data recorded on the Blockchain. For details on subprocessors, retention, security, and how to exercise privacy rights relating to data we control, see the Privacy Policy or contact legal@orionfinance.ai.

14. INDEMNIFICATION

You agree to indemnify and hold harmless the Protocol Parties from any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services, (ii) your content, actions or omissions as a Manager or Strategist (including fee configuration and intent submission), or (iii) your violation of these Terms.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1. Governing Law. These Terms shall be governed by the laws of Delaware, United States, without regard to its conflict of law provisions.

15.2. Informal Resolution. Before filing any formal action, you agree to contact us and attempt to resolve disputes informally for at least 30 days.

15.3. Binding Arbitration and Excluded Disputes.

• Agreement to Arbitrate:You and the Protocol agree that any dispute, claim, or controversy arising out of or relating to these Terms (a "Dispute") will be settled by binding arbitration, except for Excluded Disputes.
• Definition of Excluded Dispute: An "Excluded Dispute" means:
  • Any claim seeking to enforce or protect the Protocol's Intellectual Property rights (e.g., trademarks, logos, or code piracy);
  • Any claim for Emergency Injunctive Relief (e.g., a court order to stop a hack or malicious activity); and
  • Any individual action brought in Small Claims Court(provided the claim stays within that court's jurisdiction).
• Process: For all other Disputes, you waive your right to a judge or jury. The arbitration shall be conducted privately and its results shall be final and binding.

15.4. Arbitration Forum and Rules. Unless you validly opt out under Section 15.7, arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, or by JAMS under its Comprehensive Arbitration Rules and Procedures, as determined by the Company. The seat and venue of arbitration shall be Delaware, United States, unless the parties agree otherwise or applicable law requires a different seat. The arbitrator may award relief only to the extent permitted by these Terms.

15.5. Class Action and Jury Waiver. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. All disputes must be brought individually. YOU FURTHER WAIVE ANY RIGHT TO A JURY TRIAL.

15.7. Opt-Out. You may opt out of arbitration by sending written notice within 30 days of first accepting these Terms to legal@orionfinance.ai.

16. MODIFICATIONS

16.1. Changes to Terms.We reserve the right to modify these Terms at any time. If we make changes, we will provide notice by updating the "Last Updated" date and Terms Version at the top of this page and/or posting a notice on the Interface.

16.2. Versioned Acceptance. The App tracks acceptance by Terms Version (shown at the top of this page). When we publish a material update, you may be required to accept the new Terms Version in the App before accessing authenticated features.

16.3. Acceptance Record. When you accept Terms in the App, we store the Terms Version, timestamp, IP address, and user agent as a compliance record. Your continued use of the Services after non-material changes constitutes acceptance where permitted by law.

17. TERMINATION

17.1. Right to Terminate. We may terminate or suspend your access to the Services at any time, with or without cause or notice, including if you violate these Terms or we discontinue the Services.

17.2. Effect of Termination. Upon termination, your license to use the Interface ends immediately, and you remain bound by provisions that survive termination. Your ability to interact with the Protocol via our Interface ceases, but you may still interact with the Protocol directly via the blockchain.

18. MISCELLANEOUS

18.1. Entire Agreement. These Terms constitute the entire agreement.

18.2. Severability. If any provision is found unenforceable, the remaining provisions remain in full effect.

18.3. Force Majeure. See Section 11.6. We are not liable for failures or delays due to circumstances beyond our reasonable control.

18.4. Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms freely.

18.5. Electronic Communications. You consent to receive communications electronically.

18.6. Contract Upgrades and Admin Powers. The Admin may upgrade smart contracts, configure protocol-wide parameters, whitelist assets or managers, and perform other administrative actions, potentially subject to timelocks or multisig controls. You assume the risk of contract upgrades, parameter changes, and administrative actions affecting Vaults or Protocol behavior. Emergency pause powers are described in Section 7.4.

19. CONTACT INFORMATION

For questions or concerns about these Terms, or to send a legal notice, please contact:

Email: legal@orionfinance.ai