Terms and  Conditions of Service

1. Introduction and Acceptance

‍

These Terms and Conditions (these "Terms") constitute a legally binding agreement between you (the "User," "you," or "your") and Odyssey Digital Asset Management (operating as [Insert Legal Entity Name], hereinafter "Odyssey," "we," "us," or "our").

By accessing our website, connecting your digital wallet, or using our interface to interact with our investment vaults and strategies (the "Services"), you agree that you have read, understood, and accept all of the terms and conditions contained herein.

‍

If you do not agree with any of these terms, you are prohibited from using the services and must discontinue use immediately.

‍

‍

2. Eligibility and Restricted Jurisdictions

‍

To use the Services, you represent and warrant that:

1. Legal Age: You are at least 18 years old or of legal age to form a binding contract under applicable law.
2. Capacity: You have the full right, power, and authority to enter into these Terms.
3. Investor Status: You qualify as an accredited investor, sophisticated investor, or institutional investor as required by applicable law in your jurisdiction.
4. Geographic Restrictions: You acknowledge that geographic restrictions may apply and that you are responsible for verifying your eligibility to invest in your jurisdiction.

‍

‍

3. Description of Services

‍

3.1. Non-Custodial Nature

Odyssey provides access to decentralized finance (DeFi) yield strategies and tokenized Real World Assets (RWAs) through a non-custodial interface.

You acknowledge that Odyssey is a non-custodial service provider:

• Ownership: You retain control of your assets at all times via your private keys.
• Vault Tokens: When you deposit assets (e.g., USDC, BTC, ETH) into an Odyssey strategy vault, you receive "Vault Tokens" (e.g., oUSDC). These tokens represent your proportional ownership of the underlying strategy.
• No Direct Custody: Odyssey does not hold your deposited funds in a corporate bank account or centralized wallet to which we have unilateral access.
• Strategy Execution: Odyssey executes investment strategies but does not custody underlying vault assets directly.

‍

3.2. Role of Third-Party Infrastructure Providers

The Services utilize Lagoon Finance and other third-party infrastructure providers for vault operations, including:

• Vault interface and dashboard functionality
• Redemption processing and settlement cycles
• Automated fee calculations and distributions

You acknowledge that:

• Lagoon and other third-party providers manage certain operational aspects of the vaults
• Strategy funds are held in MPC (Multi-Party Computation) multisignature wallets requiring multiple independent signatures
• These third-party providers do not have discretion over investment strategy decisions, which remain with Odyssey
• We are not liable for failures, errors, or security breaches of third-party infrastructure providers

‍

‍

4. Risk Disclosure

‍

Investment in digital assets and DeFi strategies involves substantial risk. By using Odyssey, you expressly acknowledge and accept the following risks:

1. Smart Contract Risk: The Services rely on smart contracts deployed on blockchain networks, primarily Ethereum. While we utilize audited protocols (e.g., Aave, Morpho, Pendle), bugs, exploits, or vulnerabilities in smart contract code may result in partial or total loss of funds.
2. Market Risk and Strategy Risk: While Odyssey employs "delta-neutral" strategies designed to minimize exposure to directional price volatility, "delta-neutral" does not mean "risk-free." Market conditions including but not limited to stablecoin de-pegging, liquidity crunches, extreme volatility, and protocol failures can impact yields and may result in loss of principal.
3. Third-Party Protocol Risk: Our strategies interact with external DeFi protocols that are independently operated. Odyssey is not responsible for the failure, security breach, insolvency, or malicious behavior of these third-party platforms.
4. Infrastructure Provider Risk: We utilize third-party infrastructure providers including Lagoon Finance. System failures, security breaches, or operational errors by these providers may affect your ability to access, deposit, or redeem from vaults.
5. Liquidity Risk: Redemption requests are processed on a weekly settlement cycle. During periods of market stress or strategy rebalancing, settlement times may be extended. Positions may take time to unwind, and immediate access to funds is not guaranteed.
6. RWA-Specific Risk: Tokenized Real World Assets involve additional risks including:
   • Counterparty risk related to the tokenization provider
   • Legal enforceability risk regarding the token's claim on underlying physical assets
   • Regulatory risk specific to tokenized securities and commodities
   • Market risk of the underlying asset (e.g., equity prices, credit defaults, commodity price fluctuations)
7. Regulatory Risk: The regulatory status of DeFi, digital assets, and tokenized securities is evolving globally. New regulations, enforcement actions, or court decisions could:
   • Make it illegal for Odyssey to operate in certain jurisdictions
   • Result in restrictions on deposits, redemptions, or transfers
   • Require changes to strategy implementation that may affect returns
   • Result in the freezing, seizure, or forfeiture of assets
8. Blockchain Network Risk: Network congestion, hard forks, consensus failures, or validator attacks on underlying blockchain networks may delay or prevent transactions.
9. Key Loss Risk: If you lose access to your wallet private keys, Odyssey cannot recover your vault tokens or assist in fund recovery.
10. Performance Risk: Targeted APYs are estimates only and not guarantees. Past performance does not indicate future results. You may receive returns below targets or experience losses.

‍

‍

5. User Obligations

‍

5.1. Wallet Security

You are solely responsible for:

• Maintaining the security of your wallet and private keys
• Securing backup and recovery phrases
• Protecting your wallet from unauthorized access

Odyssey cannot and will not recover your funds if you lose access to your wallet or if your wallet is compromised due to your negligence.

‍

5.2. Prohibited Activities

You agree not to use the Services for:

• Money laundering, terrorist financing, sanctions evasion, or other illegal activities
• Market manipulation, front-running, or exploitation of the protocol
• Interfering with or attacking the Odyssey infrastructure or third-party providers
• Circumventing or attempting to circumvent security measures
• Providing false or misleading information during onboarding or KYC processes

‍

5.3. Compliance with Laws

You are solely responsible for compliance with all applicable laws, regulations, and tax obligations in your jurisdiction, including but not limited to securities laws, tax reporting requirements, and anti-money laundering regulations.

‍

‍

6. Deposits, Withdrawals and Settlement

‍

6.1. Deposits

• Deposits are made directly from your wallet into the specific Vault Smart Contract via the Lagoon interface
• You are responsible for ensuring you are sending the correct asset on the correct blockchain network
• Deposits to incorrect addresses or wrong networks may result in permanent loss of funds
• Deposit requests are settled weekly following valuation updates by the vault's oracle system

‍

6.2. Withdrawals and Liquidity

• Settlement Cycle: Redemptions are processed on a weekly settlement cycle, typically occurring each Sunday
• No Lock-Ups: There are no mandatory long-term lock-up periods for standard vault strategies (specific strategies may have different terms as disclosed)
• Early Redemption: Redemptions within the first 30 days after deposit may be subject to fees or restrictions as specified in the fee schedule
• Processing Time: Following settlement, funds will be distributed to your wallet. You acknowledge that immediate withdrawals are not available due to the time required to unwind strategy positions across multiple DeFi protocols
• Settlement Delays: In extraordinary circumstances including market stress, protocol outages, or liquidity constraints, settlement times may be extended beyond the standard weekly cycle
• No Guaranteed Liquidity: We do not guarantee the ability to process redemptions at any specific time or in any specific amount

‍

6.3. Redemption Approval

All redemption requests must be approved through the vault's designated approval process. Unapproved redemptions will be canceled within 24 hours of initiation.

‍

‍

7. Fees

‍

7.1. Fee Structure

Odyssey charges management and performance fees that are programmed into the smart contracts and deducted automatically according to the following schedule:

‍

‍

7.2. Fee Calculation

• Management Fees: Calculated on total assets under management and deducted proportionally over time
• Performance Fees: Calculated on net gains only (after management fees) and subject to high-water mark provisions
• High-Water Mark: Performance fees are only charged on gains above the previous highest vault token value for your position
• Early Redemption: Redemptions within 30 days of deposit may incur additional fees as disclosed at time of deposit

‍

7.3. No Hidden Fees

There are no entry fees and no exit fees (after the initial 30-day period). All fees are transparently disclosed and verifiable on-chain.

‍

7.4. Third-Party Costs

You are responsible for all blockchain network transaction fees (gas fees) required to interact with the vaults. These fees are paid directly to blockchain validators and are not received by Odyssey.

‍

‍

8. No Financial Advice

‍

The information provided on the Odyssey website and in all communications, including APY targets, strategy descriptions, and risk disclosures, is for informational purposes only and does not constitute financial, investment, legal, or tax advice.

• No Guarantee: Past performance is not indicative of future results. Targeted APYs are estimates based on historical data and current market conditions and are not guaranteed returns
• Self-Directed Investment: You acknowledge that you are making a self-directed investment decision based on your own research, risk assessment, and financial circumstances
• No Advisory Relationship: Odyssey acts as a technology platform and strategy execution provider, not as your personal financial advisor, investment advisor, or tax consultant
• Consult Professionals: You should consult qualified legal, financial, and tax professionals before making investment decisions

‍

‍

9. Intellectual Property

‍

All content on the Odyssey platform, including but not limited to logos, text, code, user interfaces, strategy methodologies, algorithms, and the "Odyssey" brand, is the intellectual property of Odyssey or its licensors and is protected by copyright, trademark, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services for personal investment purposes only. You may not:

• Copy, modify, or create derivative works of any Odyssey intellectual property
• Reverse engineer, decompile, or disassemble any software or smart contracts
• Use Odyssey branding, content, or strategy information for commercial purposes
• Scrape, data mine, or extract data from the platform through automated means

‍

‍

10. Privacy and Data Protection

‍

10.1. Collection of Personal Data

In the course of providing our Services, particularly for compliance with Know Your Customer (KYC), Anti-Money Laundering (AML), and account management obligations, Odyssey processes the following categories of personal data ("Personal Data"):

• Identity Data: Full legal name, date of birth, nationality
• Contact Data: Email address, telephone number, and postal address
• Financial Data: Source of funds information, investment amount, and accredited investor status verification
• Technical Data: Wallet addresses, blockchain transaction history, IP addresses, and device information associated with your use of the Services

‍

10.2. Purpose of Processing

Odyssey processes your Personal Data for the following purposes:

• To provide, manage, and improve the Services and your access to the vault interface
• To comply with legal and regulatory obligations, including Anti-Money Laundering (AML), Counter-Terrorism Financing (CTF), and sanctions screening requirements
• To verify your identity and investor accreditation status
• To process deposits and redemptions
• To communicate with you regarding account activity, security updates, service changes, or settlement processing
• To prevent fraud, money laundering, and other illegal activities
• To ensure the security and integrity of the Odyssey infrastructure

‍

10.3. Legal Basis for Processing

We process your Personal Data based on:

• Contractual necessity: To fulfill our obligations under these Terms
• Legal compliance: To satisfy regulatory requirements including AML/CTF laws
• Legitimate interests: To operate our business, prevent fraud, and ensure platform security

‍

10.4. Data Retention

Your Personal Data is retained for as long as:

• You maintain an active relationship with Odyssey
• Required to comply with applicable legal and regulatory obligations
• Necessary to resolve disputes or enforce our agreements

‍

10.5. Data Sharing and Disclosure

Odyssey acts as the Data Controller. We do not sell, rent, or trade your Personal Data. However, we may share your Personal Data with:

• Service Providers: Including Lagoon Finance (platform infrastructure), third-party KYC/AML verification providers, and professional advisors (legal, accounting) who assist in service delivery
• Regulatory Authorities: When required by law, court order, subpoena, governmental request, or to comply with regulatory investigations
• Blockchain Networks: Wallet addresses and transaction data are publicly visible on blockchain networks by their nature

All third-party service providers are contractually obligated to maintain confidentiality and use your Personal Data only for specified purposes.

‍

10.6. International Data Transfers

Your Personal Data may be transferred to and processed in jurisdictions outside your country of residence, including jurisdictions that may have different data protection standards. We implement appropriate safeguards to protect your data in accordance with applicable law.

‍

10.7. Your Rights

Subject to applicable data protection laws, you have the right to:

• Request access to your Personal Data
• Request correction of inaccurate or incomplete data
• Request deletion of your Personal Data ("Right to be Forgotten"), subject to our legal obligations to retain certain records
• Object to or restrict the processing of your data
• Lodge a complaint with a supervisory data protection authority

To exercise your rights or for any privacy-related inquiries, please contact us at:

Email: dpo@odysseydigitalam.com

‍

10.8. Data Security

We implement industry-standard technical and organizational security measures to protect your Personal Data against unauthorized access, alteration, disclosure, or destruction. However, no method of electronic transmission or storage is 100% secure, and we cannot guarantee absolute security.

‍

‍

11. Limitation of Liability

‍

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

‍

11.1. Odyssey, its directors, officers, employees, contractors, partners, service providers, and agents shall not be liable for:

• Any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of data, loss of goodwill, or business interruption
• Any loss of digital assets resulting from smart contract vulnerabilities, exploits, or failures in third-party DeFi protocols
• Any loss of funds due to security breaches, hacks, or failures of third-party infrastructure providers including but not limited to Lagoon Finance, wallet providers, or blockchain networks
• Delays, errors, or failures in blockchain network transactions, including network congestion or consensus failures
• Loss of access to funds due to lost private keys, compromised wallets, or user error
• Market volatility, liquidity events, or adverse price movements affecting vault performance
• Changes in law or regulatory action that restrict, prohibit, or impair the Services

11.2. Maximum Liability Cap

‍

In no event shall Odyssey's total aggregate liability to you for all claims arising out of or related to these Terms or your use of the Services exceed the total amount of management fees you have paid to Odyssey in the twelve (12) months preceding the event giving rise to liability.

‍

11.3. Basis of Bargain

You acknowledge that the limitations of liability set forth in this Section 11 are fundamental elements of the agreement between you and Odyssey and that Odyssey would not provide the Services without these limitations.

‍

11.4. Jurisdiction-Specific Limitations

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, the above limitations may not apply to you to the extent prohibited by law.

‍

‍

12. Indemnification

‍

You agree to indemnify, defend (at Odyssey's option), and hold harmless Odyssey and its affiliates, directors, officers, employees, contractors, partners, agents, and service providers from and against any and all claims, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

• Your violation of these Terms or any applicable law or regulation
• Your violation of any third-party rights, including intellectual property rights or privacy rights
• Your use or misuse of the Services
• Your wallet security failures or loss of private keys
• Any false, inaccurate, or misleading information you provide to Odyssey
• Your breach of representations and warranties made herein
• Any transaction or activity conducted through your wallet address

This indemnification obligation shall survive termination of these Terms and your use of the Services.

‍

‍

13. Governing Law and Dispute Resolution

‍

13.1. Governing Law

These Terms shall be governed by and construed in accordance with the relevant laws, without regard to its conflict of law principles.

‍

13.2. Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the Services:

• Good Faith Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiations for a period of thirty (30) days
• Arbitration: If negotiations fail, the dispute shall be resolved through binding arbitration in accordance with the relevant rules from relevant geographies
• Confidentiality: All arbitration proceedings shall be confidential
• Individual Basis: You agree that disputes will be resolved on an individual basis and waive any right to participate in class action litigation or class-wide arbitration
• Costs: Each party shall bear its own costs unless the arbitrator awards costs to the prevailing party

‍

13.3. Exceptions

Notwithstanding the above, Odyssey may seek injunctive relief or other equitable remedies in any court of competent jurisdiction to protect its intellectual property rights or prevent irreparable harm.

‍

‍

14. Amendments

‍

Odyssey reserves the right to modify, amend, or update these Terms at any time in our sole discretion.

• Notice: We will notify users of material changes by updating the "Last Updated" date at the top of this document and, where required by law, by posting a notice on our website or sending an email notification
• Effective Date: Changes become effective upon posting unless otherwise specified
• Continued Use: Your continued use of the Services after changes become effective constitutes your acceptance of the modified Terms
• Right to Terminate: If you do not agree to modified Terms, your sole remedy is to discontinue use of the Services and redeem your vault tokens in accordance with the redemption procedures

‍

‍

15. Severability

‍

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be made enforceable, it shall be severed from these Terms. The remaining provisions shall continue in full force and effect.

‍

‍

16. Assignment

‍

You may not assign, transfer, or delegate these Terms or your rights and obligations hereunder without Odyssey's prior written consent. Odyssey may assign these Terms without restriction, including to any affiliate or in connection with a merger, acquisition, or sale of assets.

‍

‍

17. Force Majeure

‍

Odyssey shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from events or circumstances beyond its reasonable control, including but not limited to natural disasters, war, terrorism, civil unrest, pandemics, government orders or restrictions, blockchain network failures or congestion, protocol-level outages, third-party infrastructure failures (including Lagoon Finance or other providers), power outages, or cyberattacks, provided that Odyssey uses commercially reasonable efforts to mitigate the effects of such events. In the event of a Force Majeure occurrence, Odyssey’s obligations shall be suspended for the duration of the event. Odyssey shall notify users of the event and its expected impact on the Services as soon as practicable. Payment obligations accrued prior to the Force Majeure event shall not be excused unless prohibited by applicable law.

‍

‍

18. Contact Information

‍

For questions regarding these Terms or the Services, please contact us at:

Odyssey Digital Asset Management

• Email: legal@odysseydigitalam.com
• Website: https://www.odysseydigitalam.com

‍

‍

‍

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

‍

‍