Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE INTERACTING WITH THE MINT CONTRACT. BY INTERACTING WITH THE MINT CONTRACT YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT INTERACT WITH THE MINT CONTRACT.

THIS IS NOT A SALE OF TOKENS. THE MINT IS AN AUTONOMOUS SMART CONTRACT FUNCTION. A PARTICIPANT TRANSFERS ETH TO A SMART CONTRACT AND THAT SMART CONTRACT MINTS AND DELIVERS NEWLY CREATED OLY TO THE PARTICIPANT’S OWN WALLET ADDRESS, SUBJECT TO THE APPLICABLE TIMELOCKS. THE FOUNDATION IS NOT THE SELLER, COUNTERPARTY, BROKER, DEALER, EXCHANGE, MARKET MAKER OR CUSTODIAN IN RESPECT OF ANY MINT TRANSACTION. NO OLY IS TRANSFERRED TO ANY PARTICIPANT BY THE FOUNDATION AND NO ETH IS RECEIVED BY THE FOUNDATION AS CONSIDERATION FOR ANY OLY.

THE OLY PROTOCOL IS BUILT, AUDITED, DEPLOYED AND OPERATIONAL AS OF THE DATE HEREOF. ETH TRANSFERRED TO THE MINT CONTRACT IS NOT USED, AND WILL NOT BE USED, TO FUND THE DESIGN, DEVELOPMENT, BUILD-OUT OR LAUNCH OF THE OLY PROTOCOL. THE ENTIRETY OF THE ETH TRANSFERRED TO THE MINT CONTRACT IS ROUTED, AUTONOMOUSLY AND ON-CHAIN, TO THE PROTOCOL’S LIQUIDITY POOLS, VAULTS, BUY-AND-BURN CHANNEL, STAKER PAYOUT CHANNEL AND GENESIS ALLOCATION IN ACCORDANCE WITH THE WHITEPAPER AND THE CODE AS DEPLOYED. THIS IS NOT A DEVELOPMENT FUNDRAISE, A PRE-SALE, A PRE-ORDER, A FUTURE TOKEN INSTRUMENT OR A SIMPLE AGREEMENT FOR FUTURE TOKENS.

OLY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THESE TERMS, THE WHITEPAPER AND ANY OTHER MATERIAL RELATING TO OLY OR THE MINT ARE NOT A PROSPECTUS, OFFERING MEMORANDUM, OFFERING CIRCULAR, ADVERTISEMENT OR SOLICITATION OF ANY KIND, AND HAVE NOT BEEN REVIEWED, APPROVED, REGISTERED OR ENDORSED BY, NOR SUBMITTED TO, ANY REGULATOR OR COMPETENT AUTHORITY IN ANY JURISDICTION.

OLY IS NOT AN INVESTMENT. OLY CONFERS NO EQUITY, OWNERSHIP, MEMBERSHIP, PROFIT-SHARE, DIVIDEND, INTEREST, REDEMPTION, REPAYMENT OR OTHER FINANCIAL RIGHT, AND NO CLAIM OF ANY NATURE AGAINST THE FOUNDATION, THE OLY DAO, THE PROTOCOL, THE VAULTS OR ANY ASSET HELD BY OR THROUGH THE PROTOCOL. NO PERSON SHOULD PARTICIPATE IN THE MINT WITH ANY EXPECTATION OF PROFIT, INCLUDING ANY EXPECTATION OF PROFIT DERIVED FROM THE EFFORTS OF THE FOUNDATION OR ANY OTHER PERSON. OLY MAY LOSE ALL OF ITS VALUE. YOU SHOULD BE PREPARED TO LOSE THE ENTIRE AMOUNT OF ETH YOU TRANSFER TO THE MINT CONTRACT.

ALL MINT TRANSACTIONS ARE FINAL AND IRREVERSIBLE. THERE ARE NO REFUNDS, NO CANCELLATIONS, NO COOLING-OFF PERIOD AND NO RIGHT OF WITHDRAWAL OR RESCISSION. NEITHER THE FOUNDATION NOR ANY OTHER PERSON IS ABLE TO REVERSE, AMEND, UNWIND OR RECOVER A COMPLETED ON-CHAIN TRANSACTION.

PARTICIPATION IS PROHIBITED FOR ANY PERSON WHO IS A RESTRICTED PERSON OR FOR WHOM PARTICIPATION WOULD BE UNLAWFUL. IT IS YOUR SOLE RESPONSIBILITY, BEFORE INTERACTING WITH THE MINT CONTRACT, TO DETERMINE WHETHER YOU ARE PERMITTED TO DO SO UNDER EVERY LAW THAT APPLIES TO YOU.

NOTHING IN THESE TERMS, THE WHITEPAPER, THE SITE OR ANY COMMUNICATION FROM THE FOUNDATION OR ANY OLY ASSOCIATED PERSON CONSTITUTES LEGAL, FINANCIAL, TAX, ACCOUNTING OR INVESTMENT ADVICE OR ANY RECOMMENDATION. OBTAIN YOUR OWN INDEPENDENT PROFESSIONAL ADVICE.

1. The Parties; Acceptance of These Terms

1.1These OLY Token Mint Terms and Conditions (these “Terms”) govern the Mint of OLY and are entered into by and between OLY DAO Foundation, a foundation established under the laws of the Republic of Panama (the “Foundation”, “we” or “us”), and you (“you” or the “Participant”).

1.2The Foundation is the entity responsible for the operational deployment of the OLY project, acting for and on behalf of the OLY DAO. The Foundation acts as an administrative and operational vehicle only. It does not own, control, direct or manage the OLY Protocol, the Vaults or the assets held by or through them, other than to the limited extent expressly provided in the Protocol code as deployed, and any such ability is intended to be reduced and, in respect of the Immutable Vaults, eliminated over time in accordance with the Whitepaper and the decisions of the OLY DAO.

1.3These Terms constitute a binding and enforceable legal agreement between the Foundation and you. You accept these Terms, and they take effect between you and the Foundation, upon the earlier of (a) your acceptance of these Terms through the Site or any interface, and (b) your submission of any transaction to the Mint Contract, whether through the Site, another interface, a wallet, a script, an aggregator, a block builder, a bot or any other means.

1.4If you enter into these Terms on behalf of a company, foundation, trust, partnership, fund, protocol, decentralised organisation or other legal person or arrangement, you represent and warrant that you have full authority to bind that person or arrangement and its Affiliates, and “you” and “Participant” refer to that person or arrangement and its Affiliates as well as to you personally.

1.5If you do not agree to these Terms in full, or if any statement you would be required to make under Section 8 is or may be untrue in respect of you, you must not submit any transaction to the Mint Contract.

2. Definitions

In these Terms:

“Affiliate” means, in relation to a person, any other person that directly or indirectly controls, is controlled by, or is under common control with that person, and in relation to a natural person includes that person’s immediate family members, and “control” includes the direct or indirect ownership of 50% or more of the voting rights or economic interests, or the ability to direct the management or policies of a person by any means.

“Blockchain” means a blockchain, distributed ledger or similar technology, including the Ethereum blockchain.

“Buy and Burn” means the Protocol mechanism by which ETH allocated to that channel is used to acquire OLY on the open market and to send the OLY so acquired to a burn address, as described in the Whitepaper.

“Digital Asset” means a digital cryptographic token or other digital representation of value or rights implemented on a Blockchain, including ETH, stETH, WBTC, OLY and any stablecoin.

“ETH” means ether, the native Digital Asset of the Ethereum blockchain.

“Foundation Persons” means the Foundation and each of its founders, council members, directors, officers, supervisors, protectors, employees, contractors, agents, advisers, service providers and representatives, and each of their respective Affiliates.

“Genesis” means the Genesis allocation and channel described in the Whitepaper.

“Immutable Vault” means a Vault or Protocol contract that has no owner, no admin key and no upgrade path, or in respect of which such keys and paths have been renounced, as described in the Whitepaper.

“Mint” means the creation and issuance of new OLY by the Mint Contract to a Participant’s Wallet Address in response to a transfer of ETH by that Participant to the Mint Contract, and “Mint Transaction” and “to Mint” are construed accordingly.

“Mint Contract” means the smart contract or set of smart contracts deployed on the Ethereum blockchain that performs the Mint, at the address or addresses published on the Site.

“Mint Phase” means the period during which the Mint Contract is able to Mint OLY, as described in Section 4.

“OLY” means the OLY token, an ERC-20 Digital Asset implemented on the Ethereum blockchain, also referred to as “$OLY”.

“OLY Associated Persons” means, collectively, the Foundation Persons, the OLY DAO, each participant in the OLY DAO in that capacity, and each initiator, contributor, developer, core contributor, code contributor, auditor, multi-signature key holder, delegate, moderator, holder of the Archon Wallet or the Proedros Wallet, and other person who has contributed to or performs a function in relation to the Protocol, in each case in that capacity.

“OLY DAO” means the decentralised, unincorporated community of OLY stakers that governs the Protocol through the on-chain governance system described in the Whitepaper, and which does not have separate legal personality.

“Protocol” means the OLY protocol: the smart contracts, Vaults, hooks, routers, pools, staking contracts, governance contracts and other on-chain components that together implement OLY, in each case as deployed from time to time.

“Restricted Jurisdiction” means (a) any country or territory that is the subject or target of comprehensive, country-wide or territory-wide Sanctions, which as at the date of these Terms includes Cuba, Iran, the Democratic People’s Republic of Korea (North Korea), Syria, the Crimea, Donetsk, Kherson, Luhansk, Zaporizhzhia and Sevastopol regions of Ukraine and the non-government-controlled areas of Ukraine, and (b) any other country or territory that becomes the subject or target of such Sanctions from time to time, and (c) any country or territory in which the Mint, the holding, staking, transfer or use of OLY, or your performance of these Terms, is prohibited or would require any licence, registration, filing, consent or approval that has not been obtained.

“Restricted Person” means any person who (a) is a national, citizen or resident of, is located in, or is incorporated, organised, established or has its principal place of business in, a Restricted Jurisdiction; (b) is a Sanctioned Person; (c) is owned or controlled, directly or indirectly, by, or is acting for or on behalf of or for the benefit of, a person described in paragraph (a) or (b); or (d) is a person for whom the Mint, the holding, staking, transfer or use of OLY, or the performance of these Terms, would be unlawful or would breach any law, regulation, treaty, sanction, court order or administrative act applicable to that person.

“Sanctions” means any economic, financial or trade sanctions, embargoes, restrictive measures, export controls or similar measures administered, enacted, imposed or enforced from time to time by any Sanctions Authority.

“Sanctions Authority” means each of the United Nations Security Council, the United States of America (including the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and the U.S. Department of Commerce), the European Union and any of its Member States, the United Kingdom (including His Majesty’s Treasury and the Office of Financial Sanctions Implementation), the Republic of Panama, and any other governmental or supranational authority responsible for administering, enacting, imposing or enforcing Sanctions in any jurisdiction applicable to you.

“Sanctions List” means any list of designated or restricted persons maintained or published by a Sanctions Authority, including the Consolidated United Nations Security Council Sanctions List, OFAC’s Specially Designated Nationals and Blocked Persons List, Sectoral Sanctions Identifications List, Foreign Sanctions Evaders List and Non-SDN Chinese Military-Industrial Complex Companies List, the U.S. Commerce Department’s Denied Persons, Entity and Unverified Lists, the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, and the UK Consolidated List of Financial Sanctions Targets.

“Sanctioned Person” means any person who is (a) named on, or owned or controlled by a person named on, any Sanctions List, or (b) otherwise the subject or target of Sanctions.

“Site” means the website at oly.io and any other website, application, interface or front end made available by or on behalf of the Foundation in connection with the Protocol.

“Staking Vault” means the Protocol contract into which OLY is time-locked in exchange for shares, as described in the Whitepaper.

“Tax Router” means the Protocol contract that receives ETH and allocates it among the Vaults and other channels of the Protocol, as described in the Whitepaper.

“Vault” means each of the Protocol vaults described in the Whitepaper, including the stETH Vault, the Uniswap LP Vault, the Buy and Burn channel, the Liquidity Defence Vault and any further vault deployed pursuant to a decision of the OLY DAO.

“Wallet Address” means a Blockchain address controlled by a private key or keys, or by a smart contract, used to hold and transact in Digital Assets.

“Whitepaper” means the OLY whitepaper published at oly.io/whitepaper, as amended, supplemented or replaced from time to time.

Headings are for convenience only. “Including” and “in particular” are not words of limitation. References to a person include any individual, body corporate, partnership, trust, foundation, unincorporated association, governmental authority, protocol or decentralised organisation, whether or not having separate legal personality. Words in the singular include the plural and vice versa.

3. The Protocol Is Live; Role of the Foundation

3.1The Protocol is built, has been the subject of third-party security reviews, is deployed on the Ethereum blockchain and is operational. The Mint is not a step towards building the Protocol; it is a function of a Protocol that already exists and runs.

3.2The Foundation is the entity responsible for the operational deployment of the OLY project, acting for and on behalf of the OLY DAO. Its functions are limited to operational, administrative and coordination matters, including publishing the Site and the Whitepaper, procuring audits and other services, deploying contracts approved by or on behalf of the OLY DAO, and holding such limited operational roles in the Protocol as are described in the Whitepaper.

3.3The Foundation does not, and does not undertake to, operate, manage, control, direct, supervise or maintain the Protocol, the Vaults, any liquidity pool, any Digital Asset held by or through the Protocol, or any market in OLY. The Foundation does not act as, and is not, a bank, exchange, trading venue, broker, dealer, market maker, investment firm, fund, fund manager, portfolio manager, adviser, custodian, wallet provider, money services business, payment institution or trustee, in respect of you or of any Digital Asset.

3.4Governance of the Protocol vests in the OLY DAO in accordance with the governance architecture described in the Whitepaper. Decisions of the OLY DAO are made by and among stakers and are not made, controlled or guaranteed by the Foundation. The Foundation does not warrant that the OLY DAO will act, or refrain from acting, in any particular way, or that any proposal will be made, passed, vetoed, executed or implemented.

3.5The Foundation owes you no fiduciary, trustee, agency, advisory, custodial, best-execution or similar duty, and no duty of care beyond those (if any) that cannot be excluded under the governing law of these Terms. Nothing in these Terms or in your participation creates a partnership, joint venture, agency, employment, trust, membership or fiduciary relationship between you and the Foundation, the OLY DAO or any OLY Associated Person, and you are not a member, participant, beneficiary, shareholder or creditor of the Foundation.

3.6The Whitepaper is a description of design intent and mechanics. It is informational only. It is not a contract, a prospectus, a promise, a warranty, a forecast or a representation as to any future state of affairs, and it does not form part of these Terms. Where any statement in the Whitepaper, the Site, any video, any social media post or any other communication conflicts with these Terms, these Terms prevail. Where any such statement conflicts with the Protocol code as deployed and the state of the Blockchain, the code as deployed and the state of the Blockchain prevail and are determinative.

4. The Mint

4.1The Mint operates as follows: a Participant transfers ETH from a Wallet Address it controls to the Mint Contract; the Mint Contract, autonomously and without any act, discretion, approval or intervention on the part of the Foundation or any other person, creates new OLY and credits that newly created OLY to the transferring Wallet Address, or time-locks it in the Staking Vault for the benefit of that Wallet Address, in each case in the amount and on the terms determined by the Mint Contract in accordance with its code and the state of the Blockchain at the relevant block.

4.2The Mint is not a sale, offer for sale, offer to subscribe, invitation, solicitation, distribution or placement of OLY, and the Foundation does not sell, offer, transfer, distribute or deliver OLY to you. No OLY delivered in a Mint Transaction is or has been owned or held by the Foundation. No ETH transferred in a Mint Transaction is received by the Foundation as consideration for OLY, as revenue, as income, as a fee or otherwise for the Foundation’s own account.

4.3The Mint Contract Mints OLY across three tiers, being the Foundation Tier, the Balanced Tier and the Liquid Tier, each with its own allocation, mint price and, in the case of the Foundation Tier and the Balanced Tier, its own mandatory time-lock schedule under which OLY Minted in that tier is staked in the Staking Vault for fixed periods on Minting, as described in the Whitepaper. Mint prices increase at a compounding rate per day throughout the Mint Phase. The tiers, allocations, prices, rate of price increase, time-lock schedules and all other parameters of the Mint are those implemented in the Mint Contract as deployed. You must satisfy yourself, before submitting any transaction, as to the parameters that will apply to that transaction.

4.4The Mint Phase is expected to run for approximately 45 days from the launch date, with the ability to extend to approximately 90 days. The Foundation makes no commitment as to the duration of the Mint Phase, and the Mint Phase may be shorter or longer than expected, may be extended, may be suspended, may end early or may not open at all, in each case for any reason, including a decision of the OLY DAO, a technical fault, a security concern or a legal or regulatory development.

4.5OLY allocated to the Mint and not Minted by the end of the Mint Phase is permanently burned. You have no right, claim, expectation or entitlement in respect of any OLY that is burned, and no adjustment, compensation or allocation arises in your favour as a result.

4.6You are solely responsible for the construction, funding, signing, submission, timing, ordering, gas pricing and outcome of each transaction you submit. Neither the Foundation nor any OLY Associated Person is responsible for network congestion, gas price volatility, failed, reverted, stuck, dropped, replaced or front-run transactions, maximal extractable value, mempool behaviour, block re-organisations, slippage, price movement between submission and execution, wallet or interface error, or the acts or omissions of any wallet provider, relay, node provider, block builder, validator, bridge or aggregator.

4.7Every Mint Transaction is final and irreversible on execution. There is no refund, no cancellation, no reversal, no unwind, no cooling-off period and no right of withdrawal, rescission or return, whether in respect of ETH transferred, OLY Minted or OLY time-locked in the Staking Vault. Neither the Foundation nor any OLY Associated Person is able to reverse a completed on-chain transaction, and no such person is obliged to attempt to do so.

4.8Delivery by the Mint Contract of newly Minted OLY to your Wallet Address, or its time-locking in the Staking Vault, constitutes the full and final discharge of all obligations of the Foundation, the OLY DAO and each OLY Associated Person in respect of that Mint Transaction, and you have no further claim or demand of any nature in that regard.

5. Application of ETH Transferred to the Mint Contract

5.1All ETH transferred to the Mint Contract passes to and is applied by the Protocol. It is routed autonomously and on-chain, in accordance with the code as deployed and as described in the Whitepaper, among the Protocol’s liquidity pool, the Tax Router and, through the Tax Router, the Vaults, the Buy and Burn channel, the Liquidity Defence Vault, direct staker payouts and the Genesis allocation.

5.2 THE ETH IS NOT DEVELOPMENT FUNDING. THE OLY PROTOCOL IS ALREADY BUILT, AUDITED, DEPLOYED AND OPERATIONAL. NO PART OF THE ETH TRANSFERRED TO THE MINT CONTRACT IS RECEIVED BY THE FOUNDATION, IS AVAILABLE TO THE FOUNDATION FOR ITS OWN PURPOSES, OR IS APPLIED TO FUND THE DESIGN, DEVELOPMENT, BUILD, TESTING, AUDIT, LAUNCH, MARKETING, STAFFING, OVERHEADS OR ANY OTHER COST OF THE FOUNDATION OR OF ANY OLY ASSOCIATED PERSON. YOU ARE NOT FUNDING A PROJECT, A BUSINESS, A TEAM, A ROADMAP OR A MILESTONE. NO PART OF YOUR PARTICIPATION IS PREMISED ON, OR CONTINGENT UPON, ANY FUTURE DEVELOPMENT, DELIVERY, LAUNCH, LISTING OR MANAGERIAL OR ENTREPRENEURIAL EFFORT BY THE FOUNDATION, THE OLY DAO OR ANY OTHER PERSON, AND YOU ARE NOT RELYING ON ANY SUCH EFFORT.

5.3You acquire no right, title, interest, security interest, charge, lien, trust interest, beneficial interest, claim or entitlement of any nature in, over or in respect of any ETH transferred to the Mint Contract, or in, over or in respect of any liquidity pool, Vault, treasury, reserve, position or other asset held by or through the Protocol, or the proceeds, yield, rewards or income of any of them. No such ETH or asset is held on trust, in escrow, as client money, as segregated property or otherwise for you or for your benefit, and no such ETH or asset is available to satisfy any claim of yours. You have no right of redemption, repayment, buy-back, withdrawal, conversion, exchange, distribution or liquidation, and no pro rata or residual claim, in respect of any such ETH or asset, whether against the Foundation, the OLY DAO, the Protocol or any other person, and whether on a winding-up, dissolution or otherwise.

5.4The Foundation gives no undertaking, warranty or representation as to the deployment, allocation, custody, safekeeping, performance, yield, value or continued existence of any Digital Asset held by or through the Protocol, or as to the solvency or continued operation of any third-party protocol, vault, pool, chain or counterparty to which such assets are deployed.

6. Nature of OLY; No Financial Rights; Protocol Mechanics

6.1OLY is a Digital Asset whose function is participation in the Protocol, namely staking in the Staking Vault, and governance participation in the OLY DAO. OLY is not, and is not intended to be, a share, stock, unit, equity interest, membership interest, partnership interest, debenture, bond, note, loan, deposit, debt instrument, derivative, futures contract, option, swap, unit in a collective investment scheme or fund, e-money, payment instrument, currency, legal tender, insurance product, pension product or any other financial instrument, security or regulated product.

6.2OLY confers no right to dividends, distributions of profit, interest, coupon, principal, repayment, capital, liquidation proceeds, revenue share, profit share, ownership, management, control, information, pre-emption, appointment or removal of any person, or any other financial, ownership, membership or governance right in or against the Foundation, the OLY DAO or any OLY Associated Person. Such rewards as accrue to shares in the Staking Vault arise from the operation of the Protocol code and are not an obligation, liability, promise or guarantee of the Foundation or of any OLY Associated Person.

6.3The Foundation gives no representation, warranty or undertaking, and makes no forecast or projection, as to: the price, market capitalisation, value or liquidity of OLY; the existence, depth, continuity or fairness of any market in OLY; the listing, continued listing or delisting of OLY on any trading venue; the level, timing, frequency, composition, continuation or value of any reward, payout cycle, burn, buy-back, auction or distribution; the level or continuation of any inflation rate, halving schedule, share rate, tax rate or tax bracket; the size, performance or continued existence of any Vault; the deployment or non-deployment of any vault, asset class, chain or feature described as roadmap, planned, expected or coming soon, including any real-world asset or tokenised equity vault; or the outcome of any governance process.

6.4You acknowledge and accept the Protocol’s economic mechanics as described in the Whitepaper and as implemented in the code, including that: (a) sell-side transactions in OLY may be subject to a protocol tax collected in ETH, at a rate that varies by reference to market capitalisation and by transaction type, which may reduce the proceeds you receive on a disposal; (b) OLY is subject to burn mechanisms that permanently destroy tokens; (c) OLY time-locked in the Staking Vault cannot be withdrawn before the applicable maturity thresholds, and early or late unstaking triggers penalties which may result in the permanent burning of a substantial proportion, and in certain circumstances substantially all, of both principal and accrued rewards; (d) the Staking Vault is intended to be an Immutable Vault with no owner, no admin key and no upgrade path, with the consequence that no person, including the Foundation, is able to waive, reduce, reverse or make any exception to any lock, penalty or burn, however sympathetic the circumstances; and (e) new OLY may be created as staker inflation and OLY may be released through the auction mechanism, in each case as described in the Whitepaper.

6.5You are solely responsible for determining, and for the consequences of, the tier you select, the duration of any stake, the timing of any unstake and any transaction you submit. Neither the Foundation nor any OLY Associated Person advises you, or is able to advise you, on any of those matters.

7. Eligibility; No Restriction Other Than Sanctions and Unlawfulness

7.1There is no eligibility gate on participation in the Mint other than as set out in this Section 7 and Section 8. In particular, and without limiting Sections 7.2 and 7.3, participation is not restricted by reference to wealth, income, net assets, professional status, accreditation, sophistication, qualification, licence or minimum or maximum transaction size.

7.2You must not submit any transaction to the Mint Contract, hold, stake, transfer or otherwise deal in OLY, or otherwise participate in the Protocol, if you are a Restricted Person or if doing so would be unlawful for you or would breach, or require any licence, registration, filing, consent or approval under, any law applicable to you.

7.3You must be at least 18 years old, or such greater age as is required for legal capacity in every jurisdiction applicable to you, and must have full legal capacity and, if you are not a natural person, full corporate or equivalent power and authority.

7.4It is your sole responsibility, and not that of the Foundation or of any OLY Associated Person, to determine before each transaction whether you may lawfully participate. The Foundation does not, and does not undertake to, assess, verify, determine, monitor or advise upon your status, eligibility, capacity or the lawfulness of your participation, and does not perform any suitability or appropriateness assessment.

7.5The Foundation may, but is not obliged to, apply geographic restrictions, internet protocol address blocking, wallet address screening, blockchain analytics, sanctions and politically-exposed-person screening, and other technical or procedural measures in respect of the Site or any interface. You must not circumvent, attempt to circumvent, or assist any person to circumvent any such measure, including by using a virtual private network, proxy, relay, mixer, privacy tool, alternative interface, intermediary, nominee or false, incomplete or misleading information, or by transacting directly with the Mint Contract for that purpose. The absence of any such measure, or the fact that a transaction is technically capable of execution, is not a representation by any person that your participation is lawful or permitted.

7.6The Foundation may, but is not obliged to, require you to provide identity, source-of-funds, source-of-wealth, beneficial ownership and other information and documents for the purposes of its know-your-customer, anti-money-laundering, counter-terrorist-financing and sanctions compliance, whether before or after any transaction. You undertake to provide any such information promptly and to ensure that it is true, complete, accurate and not misleading, and you acknowledge that the Foundation may, in its sole discretion, decline to deal with you, cease to provide you with access to the Site or any interface, withhold any benefit within its control, and take any other step available to it, if you fail to do so to its satisfaction.

8. Participant Representations, Warranties and Undertakings

You represent and warrant to the Foundation, for its own benefit and for the benefit of each OLY Associated Person as a third-party beneficiary, and undertake, as follows. Each of the following statements is given as at the date you accept these Terms and is deemed repeated, by reference to the facts and circumstances then existing, immediately before and at the time of each transaction you submit to the Mint Contract, the Staking Vault or any other Protocol contract, and on each day on which you hold OLY.

Capacity and authority

(a)You are a natural person of at least 18 years of age with full legal capacity, or a legal person or arrangement duly organised, validly existing and in good standing under the laws of its jurisdiction of organisation.

(b)You have full power, authority and capacity to accept these Terms and to perform them; all necessary action has been taken to authorise your acceptance and performance; these Terms have been duly entered into by you; and these Terms are valid, binding and enforceable against you in accordance with their terms.

(c)Your acceptance and performance of these Terms do not and will not breach any law applicable to you, your constitutional documents, or any agreement, order or judgment binding on you.

(d)You act on your own account and for your own benefit, and not as a nominee, trustee, agent, custodian, intermediary or representative of, or for the benefit of, any other person, unless you have disclosed that fact to the Foundation in writing and the Foundation has acknowledged it in writing, in which case each statement in this Section 8 is given by you in respect of yourself and in respect of each such other person.

Lawfulness of participation

(e)You have identified every jurisdiction whose laws apply to you in connection with your participation, including each jurisdiction of your nationality, citizenship, residence, domicile, tax residence, physical location at the time of each transaction, organisation, place of business and place of central management and control, and, in the case of a legal person or arrangement, each such jurisdiction in respect of each of its direct and indirect owners, shareholders, members, partners, beneficiaries, settlors, controllers and beneficial owners.

(f)You have taken, and are entitled to rely on, your own independent legal, regulatory, financial, accounting and tax advice as to the Mint, OLY, the Protocol, these Terms and your participation, in and in respect of each such jurisdiction, or have made an informed decision not to obtain such advice and accept the consequences of that decision in full.

(g)You have determined, and it is the case, that your participation, including the Mint, and your holding, staking, transfer and use of OLY, and your performance of these Terms, is lawful and permitted in and under the laws of every jurisdiction identified under paragraph (e), and does not require any licence, registration, filing, notification, consent, authorisation or approval that has not been obtained and is not in full force and effect, and does not breach any restriction on capital, currency, foreign exchange, capital controls, money services, payment services, securities offering, investment services, collective investment, marketing, promotion, gambling or advertising applicable to you.

(h)You are not a Restricted Person.

(i)You are not a national, citizen or resident of, are not located in, and are not incorporated, organised, established or resident in, and do not have your principal place of business in, a Restricted Jurisdiction; and you will not submit any transaction, or access the Site or any interface, from, or while physically located in, a Restricted Jurisdiction.

Sanctions

(j)Neither you nor, where you are not a natural person, any of your Affiliates, shareholders, members, partners, directors, officers, controllers, or direct or indirect owners or beneficial owners, is a Sanctioned Person, is named on any Sanctions List, or is owned or controlled, directly or indirectly, by, or is acting for or on behalf of or for the benefit of, any Sanctioned Person or any person named on any Sanctions List.

(k)Neither you nor any person referred to in paragraph (j) is the subject or target of any Sanctions, of any investigation, enquiry, request for information, enforcement action, proceeding or designation by or before any Sanctions Authority in relation to Sanctions, money laundering, terrorist financing, proliferation financing, bribery, corruption, fraud, tax evasion or the financing of any of them, or has at any time been convicted of, or admitted to, any such matter.

(l)No Wallet Address that you use or control in connection with the Protocol, and no Wallet Address from which any ETH you transfer to the Mint Contract has been sourced, is a Wallet Address that is designated by, or associated with a person designated by, any Sanctions Authority, or that is associated with a Restricted Jurisdiction, a Sanctioned Person, a darknet market, ransomware, terrorist financing, a sanctioned or non-compliant mixing or tumbling service, or the proceeds of theft, hack, exploit, fraud or other crime.

(m)You will not participate in the Mint or in the Protocol, and will not hold, stake, transfer, sell, gift or otherwise dispose of OLY, for, on behalf of, at the direction of, or for the benefit of, any Restricted Person, and you will not transfer OLY to any Restricted Person or to any Wallet Address that you know or suspect is controlled by or for the benefit of a Restricted Person.

(n)You will not use the Protocol, OLY or any Digital Asset to evade, avoid or circumvent, or to assist any person to evade, avoid or circumvent, any Sanctions or any anti-money-laundering, counter-terrorist-financing, export control, tax, securities or other law.

Source of funds and financial crime

(o)All ETH and other Digital Assets that you transfer to the Mint Contract or otherwise use in connection with the Protocol are lawfully owned by you, are free from any third-party right, encumbrance or claim, are derived exclusively from lawful sources and lawful activities, do not directly or indirectly represent or comprise the proceeds of any crime or unlawful conduct, and are not sourced from any asset, fund, account, wallet, exchange or person located in, organised in or associated with a Restricted Jurisdiction, a Sanctioned Person or any person named on a Sanctions List.

(p)You have not been and are not involved in, and will not use the Protocol in connection with, money laundering, terrorist financing, proliferation financing, sanctions evasion, fraud, market abuse, market manipulation, wash trading, insider dealing, bribery or corruption, and you have not breached the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010, or any other anti-bribery, anti-corruption, anti-money-laundering, counter-terrorist-financing or sanctions law applicable to you.

(q)You consent to the Foundation and any service provider engaged by it carrying out such identity, sanctions, politically-exposed-person, adverse-media, blockchain-analytics, source-of-funds and other checks and enquiries in respect of you, your Wallet Addresses and your transactions as it considers appropriate, and to the disclosure of information about you and your transactions to any competent authority, court or regulator where the Foundation considers such disclosure to be required or advisable, and you waive, to the fullest extent permitted by law, any right of privacy, confidentiality or data protection that would otherwise prevent that.

Understanding, risk and non-reliance

(r)You have the knowledge, experience and understanding necessary to evaluate the Mint, OLY and the Protocol, including a working understanding of Blockchain technology, ERC-20 tokens, self-custody, private keys, seed phrases, gas, slippage, smart contracts, automated market makers, liquidity provision, impermanent loss, liquid staking, maximal extractable value and the mechanics described in the Whitepaper, and you are capable of evaluating the merits and risks of your participation and of making an informed decision.

(s)You have read, understood and accept these Terms in full, including the risk factors in Exhibit A, and you accept and assume each of those risks. You are financially able to bear the complete and permanent loss of all ETH you transfer and all OLY you receive, and you would not suffer material hardship as a result of such a loss.

(t)You do not participate with any expectation of profit, return, yield, income, appreciation, distribution or gain, and in particular you do not participate with any expectation of profit derived from the efforts, management, entrepreneurial activity, development work or governance of the Foundation, the OLY DAO, any OLY Associated Person or any other person. You understand that OLY has no intrinsic value, may be illiquid or untradeable, and may fall in value to zero.

(u)You participate for the purpose of using OLY within the Protocol, namely staking and governance participation, and not for any investment, financing, lending, collateral, speculative, arbitrage, resale, distribution or underwriting purpose, and you have no agreement, arrangement or understanding with any person to distribute, resell, syndicate, place, grant participations in, or transfer any interest in, OLY or in these Terms.

(v)You have not relied, and do not rely, on any statement, representation, warranty, assurance, forecast, projection, undertaking, advice or information of any nature made or given by or on behalf of the Foundation, the OLY DAO or any OLY Associated Person, other than the express terms of these Terms, and in particular you have not relied on the Whitepaper, the Site, any audit report, any video, any social media post, any messaging or community channel, any influencer, commentator or third party, or any oral, written or electronic communication.

(w)You acknowledge that no OLY Associated Person owes you any duty in respect of the Protocol; that Immutable Vaults cannot be altered, paused, upgraded, reversed or overridden by any person; and that the Protocol may operate in a manner that is adverse to you, including by applying taxes, penalties and burns to your OLY, without any person being able to prevent it.

Wallets, tax and general undertakings

(x)You solely control each Wallet Address you use, you have not disclosed and will not disclose your private keys or seed phrase to any person, and you accept sole responsibility for the security, backup and continued availability of your Wallet Addresses and credentials, and for the accuracy of any Wallet Address you specify.

(y)You are solely responsible for determining, reporting and paying all taxes, levies, duties and compulsory payments arising in connection with the Mint, your OLY, any staking, reward, burn, penalty, disposal or other event, in every applicable jurisdiction, and you have obtained your own tax advice or have decided not to and accept the consequences.

(z)You will not, and will not attempt to, exploit, attack, manipulate, disrupt, reverse-engineer for the purpose of exploitation, or gain unauthorised access to, the Protocol, the Site or any interface, and will not use any bot, script or automated means for any purpose that is unlawful, abusive or intended to gain an advantage through an error, bug or vulnerability.

(aa)All information you provide to the Foundation is and will be true, complete, accurate and not misleading, and you will notify the Foundation promptly in writing if any statement in this Section 8 becomes, or you become aware that it is or may be, untrue, inaccurate or misleading, and, unless the Foundation directs otherwise, you will immediately cease submitting transactions and cease accessing the Site and any interface.

8.1Each statement in this Section 8 is a fundamental term of these Terms. The Foundation, the OLY DAO and each OLY Associated Person rely on each such statement, and would not have made the Mint available to you but for your giving them. A breach of any statement in this Section 8 is a material breach of these Terms.

9. Compliance Measures; Consequences of Breach

9.1Without limiting any other right or remedy, if the Foundation determines or reasonably suspects that you are a Restricted Person, that any statement in Section 8 is or was untrue in any respect, that your participation is or may be unlawful, or that you have breached these Terms, the Foundation may take any or all of the following steps, in each case in its sole discretion, without notice and without liability to you: (a) deny, restrict, suspend or terminate your access to the Site and to any interface, front end or service operated by or on behalf of the Foundation; (b) decline to provide you with any support, information or assistance; (c) withhold any benefit, allocation or distribution that is within the Foundation’s control; (d) apply or procure the application of technical restrictions in respect of any Wallet Address, to the extent technically possible; (e) report the matter, and disclose information about you, your Wallet Addresses and your transactions, to any competent authority, law enforcement agency, court or regulator; and (f) treat these Terms as terminated as between you and the Foundation.

9.2You acknowledge that the Protocol is permissionless and that Immutable Vaults and other Protocol contracts may not permit any person to block, freeze, seize, reverse, claw back or restrict any Wallet Address, transaction, holding or stake. Accordingly, no step referred to in Section 9.1 is a representation that the Foundation is able to prevent, unwind or remedy any transaction, and the Foundation is not liable for its inability to do so.

9.3Termination of these Terms does not affect any transaction already executed on-chain, any OLY already Minted or staked, or any provision of these Terms that is intended to survive termination, including Sections 4.7, 4.8, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 20 and 21 and Exhibit A.

10. Wallets, Keys and Loss

10.1OLY and other Digital Assets held at a Wallet Address are controllable only by the person in possession of the relevant private key or keys. The Foundation does not hold, control, have access to, or have the ability to recover, restore, reset, freeze, move or replace your private keys, seed phrase, credentials, Wallet Address, OLY or any other Digital Asset. There is no administrator, no password reset and no recovery mechanism.

10.2The loss, theft, destruction, compromise, corruption, expiry or forgetting of a private key, seed phrase, hardware wallet, passphrase or credential is irreversible and results in the permanent and total loss of the associated Digital Assets. Any person who obtains your private keys or credentials may deal with your Digital Assets, and no OLY Associated Person is able to prevent or reverse that.

10.3You are solely responsible for specifying the correct Wallet Address in any transaction. If you specify an incorrect, incompatible, contract-only, exchange, custodial or inaccessible Wallet Address, or a Wallet Address on the wrong network, the resulting Digital Assets may be irretrievably lost. No OLY Associated Person is liable for any such loss, no ETH will be returned and no replacement OLY will be issued.

10.4Digital Assets are not deposits, are not client money and are not insured or guaranteed by any government, deposit-guarantee scheme, insurer, compensation scheme or other body, and no scheme comparable to a deposit-insurance or investor-compensation scheme applies to them.

11. Risk Acknowledgement

11.1You have read, understood and accept the risk factors set out in Exhibit A, which forms part of these Terms. Exhibit A is not exhaustive and does not purport to identify every risk, or every combination or variation of risks, associated with the Mint, OLY, the Protocol, Blockchain technology or Digital Assets generally.

11.2You consent to, assume and accept each of those risks in full, and you acknowledge that the occurrence of any of them may result in the total and permanent loss of the ETH you transfer, of your OLY, and of any accrued or expected reward, without recourse to any person.

12. Third-Party Protocols, Assets and Services

12.1The Protocol interacts with, depends upon and deploys assets to third-party infrastructure, protocols, assets and services that are not owned, operated or controlled by the Foundation or by any OLY Associated Person, including the Ethereum blockchain and its client software, validators and builders; automated market makers and their hooks, routers and pools; liquid staking protocols and the liquid staking tokens they issue; wrapped assets; stablecoins and their issuers; oracles; bridges; other blockchains and layer-two networks; wallet software; node, indexing and interface providers; and any venue on which OLY trades.

12.2No OLY Associated Person makes any representation or warranty in respect of any such third party or its performance, security, solvency, compliance, availability or continued existence, or endorses or assumes any responsibility for it. Your use of any such third party is at your own risk and subject to that third party’s own terms. Failure, exploitation, depeg, insolvency, censorship, suspension, delisting, change of terms or regulatory action affecting any such third party may cause total loss to the Protocol, to the Vaults and to you.

12.3Any reference on the Site or in the Whitepaper to a third-party name, chain, asset, platform or brand is descriptive only and does not imply any partnership, endorsement, approval, affiliation, sponsorship or agreement with, or any licence from, that third party.

13. Intellectual Property

13.1All right, title and interest in and to the Site, the Whitepaper, the OLY and OLY DAO names, marks and logos, and all other content, materials, documentation, designs and, subject to any applicable open-source licence, software made available by or on behalf of the Foundation, together with all intellectual property rights in them, remain the exclusive property of the Foundation or its licensors. Neither these Terms nor your participation grants you any right, title, interest, licence or permission in respect of any of them, except any licence expressly granted in writing or under an applicable open-source licence.

13.2Holding OLY does not confer any licence to use any name, mark or logo, or to hold yourself out as connected with, endorsed by or representing the Foundation, the OLY DAO or the Protocol.

13.3If you provide any feedback, suggestion, proposal, comment or contribution in relation to the Protocol, the Site or the Whitepaper, you grant the Foundation and the OLY DAO an irrevocable, perpetual, worldwide, royalty-free, sub-licensable and transferable licence to use, reproduce, modify and exploit it for any purpose without attribution or compensation.

14. No Warranties

14.1 THE MINT, OLY, THE PROTOCOL, THE VAULTS, THE STAKING VAULT, THE SITE, ANY INTERFACE, THE WHITEPAPER AND ALL RELATED CODE, CONTENT, DATA AND MATERIALS ARE PROVIDED AND OPERATE STRICTLY “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY, CONDITION, REPRESENTATION, TERM OR UNDERTAKING OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING BY LAW, CUSTOM, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

14.2 TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OLY ASSOCIATED PERSON DISCLAIMS ALL SUCH WARRANTIES, CONDITIONS, REPRESENTATIONS, TERMS AND UNDERTAKINGS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, CORRESPONDENCE WITH DESCRIPTION, SECURITY, RELIABILITY, AVAILABILITY, CONTINUITY, TIMELINESS, ABSENCE OF ERROR, BUG, DEFECT OR VULNERABILITY, ABSENCE OF VIRUS OR HARMFUL CODE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.

14.3 WITHOUT LIMITING THE FOREGOING, NO OLY ASSOCIATED PERSON WARRANTS THAT: THE PROTOCOL, THE MINT CONTRACT, ANY VAULT, THE STAKING VAULT, THE SITE OR ANY INTERFACE WILL OPERATE AS DESCRIBED, WITHOUT INTERRUPTION, ERROR, EXPLOIT OR LOSS; THE CODE IS FREE OF DEFECTS OR VULNERABILITIES; ANY AUDIT, REVIEW, ASSESSMENT OR TEST IS COMPLETE, CORRECT, CURRENT OR CAPABLE OF IDENTIFYING ANY OR ALL DEFECTS OR VULNERABILITIES, OR CONSTITUTES ANY ENDORSEMENT, GUARANTEE OR ASSURANCE OF SECURITY, ECONOMIC SOUNDNESS OR LEGAL COMPLIANCE; ANY REWARD, PAYOUT, BURN, BUY-BACK, TAX RATE, SHARE RATE, INFLATION RATE OR OTHER PARAMETER WILL ARISE, CONTINUE OR TAKE ANY PARTICULAR VALUE; ANY ROADMAP, PLANNED OR “COMING SOON” FEATURE, VAULT, ASSET CLASS OR CHAIN WILL BE DEPLOYED; OR OLY WILL HAVE ANY VALUE, UTILITY, LIQUIDITY OR MARKET.

14.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ANY OLY ASSOCIATED PERSON OR THROUGH THE SITE, THE WHITEPAPER OR ANY COMMUNITY CHANNEL CREATES ANY WARRANTY, REPRESENTATION OR OBLIGATION NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, IN WHICH CASE THE EXCLUSIONS IN THIS SECTION 14 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

15. Limitation of Liability; Release

15.1 TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT IN THE CASE OF FRAUD OR WILFUL MISCONDUCT BY THE PERSON CLAIMED AGAINST, NO OLY ASSOCIATED PERSON HAS ANY LIABILITY TO YOU, WHETHER IN CONTRACT, TORT, DELICT, NEGLIGENCE, STRICT LIABILITY, RESTITUTION, EQUITY, STATUTE OR OTHERWISE, IN RESPECT OF OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE MINT, OLY, THE PROTOCOL, ANY VAULT, THE STAKING VAULT, THE SITE, ANY INTERFACE, THE WHITEPAPER, ANY GOVERNANCE PROCESS OR OUTCOME, ANY THIRD PARTY, OR YOUR PARTICIPATION, USE, INABILITY TO USE OR RELIANCE ON ANY OF THEM.

15.2 WITHOUT LIMITING SECTION 15.1, NO OLY ASSOCIATED PERSON IS LIABLE FOR ANY LOSS OF OR REDUCTION IN THE VALUE OF ANY DIGITAL ASSET; LOSS OF PROFIT, REVENUE, YIELD, REWARD, OPPORTUNITY, ANTICIPATED SAVING, GOODWILL, REPUTATION OR DATA; LOSS ARISING FROM PRICE MOVEMENT, ILLIQUIDITY, TAX, PENALTY, BURN, SLIPPAGE, IMPERMANENT LOSS, DEPEG, LIQUIDATION, EXPLOIT, HACK, BUG, ORACLE FAILURE, BRIDGE FAILURE, VALIDATOR OR SLASHING EVENT, MAXIMAL EXTRACTABLE VALUE, FRONT-RUNNING, CHAIN RE-ORGANISATION, FORK, NETWORK CONGESTION OR OUTAGE; LOSS ARISING FROM THE ACT, OMISSION, DEFAULT OR INSOLVENCY OF ANY THIRD PARTY; LOSS ARISING FROM ANY GOVERNANCE PROPOSAL BEING MADE, PASSED, VETOED, EXECUTED, NOT MADE, NOT PASSED OR NOT EXECUTED; LOSS ARISING FROM ANY REGULATORY OR LEGAL DEVELOPMENT OR ACTION; OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGE, IN EACH CASE WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT ANY OLY ASSOCIATED PERSON WAS ADVISED OF THE POSSIBILITY OF IT.

15.3 IF AND TO THE EXTENT THAT ANY LIABILITY OF ANY OLY ASSOCIATED PERSON CANNOT BE EXCLUDED AS A MATTER OF LAW, THE AGGREGATE LIABILITY OF ALL OLY ASSOCIATED PERSONS TO YOU, FOR ALL CLAIMS IN AGGREGATE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE MINT, OLY AND THE PROTOCOL, IS LIMITED TO THE LESSER OF (A) THE FIAT VALUE OF THE ETH YOU TRANSFERRED TO THE MINT CONTRACT, VALUED IN UNITED STATES DOLLARS AS AT THE TIME OF TRANSFER, AND (B) USD 10,000.

15.4 YOU IRREVOCABLY AND UNCONDITIONALLY WAIVE, RELEASE AND DISCHARGE EACH OLY ASSOCIATED PERSON FROM ALL CLAIMS, DEMANDS, ACTIONS, PROCEEDINGS, LIABILITIES AND CAUSES OF ACTION OF EVERY KIND, WHETHER NOW EXISTING OR ARISING IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE MINT, OLY, THE PROTOCOL, ANY VAULT, THE SITE, ANY INTERFACE, THE WHITEPAPER, ANY GOVERNANCE MATTER OR ANY THIRD PARTY, SAVE IN THE CASE OF FRAUD OR WILFUL MISCONDUCT BY THE PERSON RELEASED. TO THE EXTENT ANY LAW WOULD OTHERWISE PRESERVE CLAIMS THAT ARE UNKNOWN OR UNSUSPECTED AT THE DATE OF THIS RELEASE, YOU EXPRESSLY WAIVE THE BENEFIT OF THAT LAW.

15.5 YOUR AGREEMENT TO SECTIONS 14 AND 15 IS A FUNDAMENTAL PROVISION OF THESE TERMS AND FORMS THE BASIS ON WHICH THE MINT IS MADE AVAILABLE TO YOU. THE MINT WOULD NOT BE MADE AVAILABLE TO YOU WERE IT NOT FOR YOUR FULL, COMPLETE AND WILLING AGREEMENT TO THEM. THE EXCLUSIONS AND LIMITATIONS IN SECTIONS 14 AND 15 OPERATE FOR THE BENEFIT OF EACH OLY ASSOCIATED PERSON, EACH OF WHOM IS A THIRD-PARTY BENEFICIARY OF THEM AND MAY ENFORCE THEM DIRECTLY, AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

16. Indemnity

16.1You will indemnify, defend and hold harmless each OLY Associated Person from and against all liabilities, losses, damages, fines, penalties, taxes, costs and expenses (including reasonable legal fees and the costs of any investigation, defence or settlement) suffered or incurred by that person arising out of or in connection with: (a) any breach or inaccuracy of any representation, warranty, undertaking, covenant or obligation given by you under these Terms, including any statement in Section 8; (b) your participation in the Mint or the Protocol, your holding, staking, transfer or use of OLY, or your use of the Site or any interface; (c) your breach of any law applicable to you, including any Sanctions, anti-money-laundering, securities, tax or reporting law; (d) any claim by any third party, or any enquiry, investigation, proceeding, action or demand by any authority, court or regulator, relating to you or to your participation; and (e) your fraud, wilful misconduct, bad faith or negligence.

16.2This indemnity is a continuing obligation, is independent of your other obligations, and survives termination of these Terms. The indemnified person is not required to incur expense or make payment before enforcing it, and is not obliged to mitigate its loss before doing so, save to the extent required by law. The indemnified person may control the conduct of any defence, and you will not settle any matter in a way that imposes any obligation, admission or restriction on any OLY Associated Person without its prior written consent.

17. Taxes

17.1The tax treatment of the Mint, of OLY, of staking, of rewards, of burns, of penalties and of any disposal is uncertain, varies between jurisdictions and may change, including with retrospective effect. You bear sole responsibility for determining, reporting, withholding, remitting and paying all taxes, levies, duties, social contributions and compulsory payments arising in connection with these Terms and with your OLY, in every applicable jurisdiction, and for all associated filings, records and disclosures.

17.2No amount payable or deliverable by any person under or in connection with these Terms or the Protocol is grossed up, increased or adjusted for any tax. The Foundation may withhold or deduct any amount that it is or may be required by law to withhold or deduct, and may condition any benefit within its control on your satisfying any withholding, reporting or documentation requirement, including the provision of tax forms, self-certifications and taxpayer identification numbers.

17.3You must rely exclusively on the advice of your own professional tax advisers. No OLY Associated Person gives, or is responsible for, any tax advice, tax reporting, tax statement or tax certificate in respect of you.

18. Data and Privacy

18.1Blockchain transactions are public, permanent and pseudonymous. Any transaction you submit, and the associated Wallet Address, amounts and timing, are permanently recorded on a public Blockchain, cannot be deleted, corrected, restricted, anonymised or erased by any person, and may be analysed, aggregated, attributed to you and disclosed by third parties. You acknowledge that rights of erasure, rectification and restriction under data protection law cannot as a matter of technology be given effect in respect of on-chain data.

18.2The Foundation’s processing of personal data in connection with the Site and its compliance functions is described in the privacy notice published on the Site, which is incorporated into these Terms by reference.

19. Amendments; Notices

19.1The Foundation may amend, supplement or replace these Terms at any time, including in order to reflect a change of law, regulation, guidance, market practice, Protocol design or governance decision. The amended Terms take effect when published on the Site or otherwise notified, and apply to any transaction you submit thereafter. It is your responsibility to review the current version before each transaction. Your submission of any transaction after publication constitutes your acceptance of the amended Terms. If you do not accept them, you must cease participating.

19.2No amendment applies retrospectively to a transaction already executed, save for any amendment required by law.

19.3Publication on the Site is a valid and sufficient means of giving notice to you. Notices to the Foundation must be given in writing to the address or email address published on the Site and take effect on actual receipt.

20. Governing Law and Dispute Resolution

20.1These Terms, and any dispute, claim or matter (whether contractual or non-contractual) arising out of or in connection with them, their subject matter, their formation, their validity or their termination, are governed by and construed exclusively in accordance with the laws of the Republic of Panama, without regard to any conflict-of-laws rule that would result in the application of the law of another jurisdiction.

20.2Any dispute, controversy, claim or difference arising out of or in connection with these Terms, including any question as to their existence, validity, interpretation, breach or termination, shall be referred to and finally resolved by arbitration seated in Panama City, Republic of Panama, conducted in the English language before a sole arbitrator, in accordance with the rules of the Centro de Conciliación y Arbitraje de Panamá (CeCAP) in force at the commencement of the arbitration, which rules are deemed incorporated by reference. The award is final and binding.

20.3To the fullest extent permitted by law: (a) all claims must be brought in your individual capacity and not as a claimant or class member in any purported class, collective, consolidated, coordinated, group or representative proceeding; (b) the arbitrator may not consolidate claims of more than one person or preside over any form of representative or class proceeding; (c) you waive any right to a trial by jury; and (d) any claim must be commenced within one year after the cause of action arises, failing which it is permanently barred.

20.4Notwithstanding Section 20.2, the Foundation and each OLY Associated Person may seek injunctive, interim, provisional or other equitable relief, and may bring proceedings to protect intellectual property or confidential information or to restrain a breach of Section 8, in any court of competent jurisdiction, including any court having jurisdiction over you or over your assets, and you irrevocably submit to the jurisdiction of any such court for that purpose and waive any objection based on venue or inconvenient forum.

20.5If Section 20.2 or any part of Section 20.3 is held unenforceable in respect of any claim, that claim shall be brought exclusively before the competent courts of Panama City, Republic of Panama, and the remainder of this Section 20 continues to apply.

21. Miscellaneous

21.1Entire agreement. These Terms, together with Exhibit A and the privacy notice, constitute the entire agreement between you and the Foundation in respect of their subject matter and supersede all prior or contemporaneous agreements, understandings, representations, statements, assurances and communications, whether oral or written, relating to it. Nothing in this Section limits any liability for fraud.

21.2No reliance. You acknowledge that in entering into these Terms you have not relied on, and have no remedy in respect of, any statement, representation, assurance or warranty other than as expressly set out in these Terms.

21.3Third-party beneficiaries. Each OLY Associated Person is a third-party beneficiary of, and may enforce directly, every provision of these Terms expressed to be for its benefit, including Sections 3, 4, 5, 6, 8, 9, 10, 11, 12, 14, 15, 16 and 20 and Exhibit A. Save as so provided, these Terms do not confer any right on any person who is not a party.

21.4Assignment. You may not assign, transfer, charge, novate, declare a trust over or otherwise deal with any right or obligation under these Terms without the Foundation’s prior written consent. The Foundation may assign, transfer or novate its rights and obligations under these Terms, in whole or in part, to any Affiliate, successor, foundation, association or other entity, or to the OLY DAO or any entity established by or for it, without your consent, and you consent in advance to any such assignment, transfer or novation.

21.5Severability. If any provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be severed or modified to the minimum extent necessary, and the remainder of these Terms continues in full force and effect. In particular, if any exclusion, limitation or waiver in Sections 14, 15 or 20 is unenforceable in whole or in part, it applies to the maximum extent permitted by law.

21.6No waiver. No failure or delay in exercising any right or remedy is a waiver of it, and no single or partial exercise precludes any further exercise. A waiver is effective only if given in writing and only in respect of the matter waived.

21.7Force majeure. No OLY Associated Person is liable for any failure or delay in performance, or for any loss, arising from any event beyond its reasonable control, including any act of God, natural disaster, epidemic, war, hostility, terrorism, civil disturbance, strike, act of government, change of law, sanction, court order, failure or unavailability of any Blockchain, network, internet, telecommunications, power, hosting, node or third-party service, cyber-attack, exploit, hack or chain fork.

21.8No agency or partnership. Nothing in these Terms creates any partnership, joint venture, agency, franchise, employment, trust, fiduciary or membership relationship between you and the Foundation, the OLY DAO or any OLY Associated Person, or entitles you to bind or represent any of them.

21.9Language. These Terms are made in the English language. Any translation is provided for convenience only, and in the event of any conflict or inconsistency the English version prevails. You confirm that you understand English sufficiently to understand these Terms, or have obtained a translation on which you rely at your own risk.

21.10Electronic acceptance. You consent to contracting by electronic means and agree that your acceptance through the Site or by submitting a transaction to the Mint Contract, and any electronic record of it, including any on-chain record, has the same effect as a handwritten signature and is admissible as evidence of these Terms and of your acceptance of them.

21.11Survival. Sections 4.7, 4.8, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 20 and 21 and Exhibit A survive termination or expiry of these Terms.

21.12Counterparts and interpretation. No rule of construction requiring that ambiguity be resolved against the drafting party applies to these Terms.

* * * * *

EXHIBIT A

RISK FACTORS

The risks below are not exhaustive. They may occur individually or in combination, and unanticipated risks and combinations of risks may arise. Any of them may result in the total and permanent loss of the ETH you transfer, of your OLY and of any accrued or expected reward, without recourse to any person.

A. Risks Specific to the Mint

No refund and no recourse. A Mint Transaction is final and irreversible. Once ETH leaves your Wallet Address it is applied by the Protocol and cannot be recovered, whatever happens next and however the Protocol or the market performs. You will have no claim against the Foundation, the OLY DAO or any OLY Associated Person, and no claim on the ETH, on any Vault or on any Protocol asset.

ETH is not held for you. The ETH you transfer is not held in trust, escrow or segregation for you, is not repayable, and is not available to satisfy any claim of yours. It is deployed to liquidity, to vaults and to protocol channels, where it is exposed to market, technical, counterparty and regulatory risk from the moment of transfer. It may be lost in full.

Rising mint price. Mint prices increase on a compounding daily basis during the Mint Phase, and prices differ between tiers. A Participant who Mints later pays more per OLY than one who Mints earlier, and a Participant in the Liquid Tier pays materially more per OLY than one in the Foundation Tier. Different Participants therefore receive materially different amounts of OLY for the same ETH, and you waive any claim arising from that difference.

Mandatory time-locks. OLY Minted in the Foundation Tier and the Balanced Tier is staked on Minting for fixed periods, in the case of the Foundation Tier for periods of up to 1,776 days. You will not be able to access, sell, transfer, use as collateral or otherwise deal with that OLY for the duration of the lock, whatever your circumstances, whatever the price of OLY and whatever happens to the Protocol. Attempting to exit early triggers penalties that may permanently burn a substantial proportion of both principal and rewards. No person can waive or reduce a lock or a penalty.

Duration and continuation of the Mint Phase. The Mint Phase may be extended, shortened, suspended, ended early or not opened, and its expected duration is not a commitment. Unminted OLY is burned, and you have no claim in respect of it. A launch date, countdown or timetable published on the Site or elsewhere is an expectation only.

Execution risk. Your transaction may fail, revert, be replaced, be reordered, be front-run or execute at a materially different effective price from the one displayed, and you may still incur gas costs. Interface displays, dashboards, counters and estimates may be inaccurate, stale or wrong.

B. Risks Relating to OLY

No intrinsic value; total loss. OLY has no intrinsic value. It is not backed, guaranteed, redeemable or convertible. Its price is determined solely by what other market participants are willing to pay. It may fall, rapidly and without limit, to zero, and may become permanently worthless and untradeable.

No financial or ownership rights. OLY confers no equity, ownership, dividend, interest, repayment, redemption, liquidation or other financial right, and no claim against the Foundation, the OLY DAO, the Protocol, any Vault or any asset. Rewards are a function of code, not an obligation of any person, and may cease, fall or never arise.

Transaction taxes reduce your proceeds. Sell-side transactions in OLY are subject to a protocol tax collected in ETH, which as at the date of these Terms is described as beginning at 10% and stepping down as market capitalisation increases, with a separate rate for limit orders. The tax means that the amount you realise on a disposal will be materially less than the quoted market price, that the effective break-even price for you is materially above your entry price, and that arbitrage, market-making and other trading activity in OLY may be materially constrained. Tax rates, brackets and mechanics may be changed by governance, may be implemented differently in the code from any description, and may operate in ways that are adverse to you.

Liquidity and market risk. There may be little or no liquidity in OLY. Liquidity may be shallow, concentrated in a small number of pools, withdrawn, or moved. OLY may not be listed on any centralised venue, may be listed and then delisted, and may be thinly traded. Large holders, early Minters and Participants whose OLY unlocks may sell, and their selling may overwhelm available liquidity. Digital asset markets are volatile and may be manipulated.

Supply mechanics. New OLY is created as staker inflation and may be released through the auction mechanism, which may dilute your proportionate share of shares, rewards and governance influence. Conversely, burns permanently destroy supply. Halving schedules reduce the inflation available to stakers over time. None of these mechanics is a guarantee of price, scarcity or value.

Concentration and information asymmetry. Genesis allocations, tier allocations, auction allocations, locked liquidity and holdings of OLY Associated Persons and early Participants may represent a significant proportion of supply or of shares. Those persons may have information, timing or economic advantages over you, may transact in OLY at any time, and are under no obligation to you.

C. Risks Relating to the Protocol Mechanism

The mechanism is novel and unproven. The design, including a sell tax collected in ETH through a custom automated market maker hook, a routed treasury, single-sided protocol-owned liquidity placed beneath the market, buy-and-burn, share-based staking with long lock periods and multiple rolling payout cycles, is novel. It has not been proven over a full market cycle. Economic designs that model well may behave differently in live markets, under stress, at low liquidity, at low volume or when participants behave adversarially, and may fail.

Revenue depends on activity that may not occur. Protocol revenue depends on trading volume and, in particular, on taxed sell-side volume. If volume is low, if participants avoid taxed exit paths, if liquidity migrates to untaxed venues or wrappers, if the token is bridged or wrapped in a manner that avoids the tax, or if trading activity ceases, revenue, payouts and burns may be negligible or nil. Reward cycles may pay little or nothing for extended periods, or indefinitely.

The liquidity buffer is not a floor and not a guarantee. Protocol-owned liquidity placed beneath the market is finite. It may be exhausted, mispositioned, positioned at levels far below the market, arbitraged, gamed, front-run or drained. It may be consumed without arresting a price decline. It is not a price floor, a guarantee, a put option, a redemption right or any form of assurance of value or support, and no person undertakes to place, replenish, maintain or defend it.

Vault performance. Vault assets are exposed to the performance, security and solvency of the strategies and third parties to which they are deployed, including liquid staking protocols, automated market maker pools, wrapped assets and stablecoins. Vault assets may be lost, impaired, depegged, slashed, exploited, frozen or subject to withdrawal queues. Liquidity provision exposes the Protocol to impermanent loss. Validator or staking yields may fall or cease. There is no assurance that any Vault will generate any yield, or that any Vault will retain any value.

Roadmap features may never exist. Features, vaults, chains and asset classes described as roadmap, planned, expected, pending or coming soon, including any real-world asset or tokenised equity vault and any deployment on any additional chain, may never be proposed, approved, built, deployed or maintained. They are subject to governance, technical feasibility, commercial availability, third-party cooperation and the regulatory environment, and dealings in tokenised securities and other regulated instruments may be prohibited, licensable or restricted in relevant jurisdictions.

D. Risks Relating to Staking

Illiquidity for long periods. Stakes run from 88 to 1,776 days. Staked OLY cannot be withdrawn before the applicable maturity threshold. You may be locked in throughout a market collapse, a protocol failure, an exploit, a regulatory prohibition or a change in your personal circumstances, with no ability to exit and no person able to release you.

Severe penalties. Ending a stake after the applicable partial-maturity threshold but before full term results in the permanent burning of a substantial proportion of both principal and accrued rewards. Failure to end a stake promptly after maturity results in escalating daily penalties which may consume nearly all of the principal and unclaimed rewards. These outcomes are automatic, are enforced by immutable code, apply regardless of the reason for delay, including death, incapacity, loss of keys, illness, imprisonment, network outage or ignorance of the deadline, and cannot be waived, reduced or reversed by any person.

Reward dilution and variability. Your share of rewards depends on your shares relative to total shares, which changes as others stake, unstake and receive share bonuses. The share rate, the bonus structure, the cycle lengths and the allocation of revenue between cycles may change. Rewards may be paid in assets you do not want, cannot hold or cannot lawfully hold, may be de minimis relative to gas costs, and may never arise.

Immutability cuts both ways. The Staking Vault is intended to have no owner, no admin key and no upgrade path. That eliminates certain forms of insider risk, but it also means that no bug can be patched, no error can be corrected, no exploit can be paused and no exception can be made. A defect in an immutable contract may cause the permanent loss of all staked OLY and all accrued rewards.

E. Technical and Security Risks

Smart contract risk. The Protocol consists of software. It may contain errors, bugs, logic flaws, economic flaws, rounding errors, integer overflows, re-entrancy vulnerabilities, access-control errors, upgrade errors or unknown vulnerabilities, whether introduced deliberately or inadvertently. Any of these may be exploited to drain, freeze, mint, burn, misdirect or destroy Digital Assets, including yours.

Audits are not assurances. Security reviews are limited in scope, are performed at a point in time on a specific code version, rely on information provided, and cannot identify all defects. The completion of any number of audits is not a warranty, endorsement or assurance that the code is secure, correct, economically sound or legally compliant, and audited protocols are exploited regularly. Deployed code, configuration and parameters may differ from audited code.

Blockchain and infrastructure risk. The Protocol depends on the Ethereum blockchain and, where deployed, on other chains and layer-two networks. Consensus failure, client bug, fork, re-organisation, censorship, validator collusion, majority attack, congestion, fee spikes, downtime, deprecation or protocol change at that layer may cause the Protocol to malfunction or to lose assets, and no OLY Associated Person can mitigate or remedy such an event.

Third-party dependency risk. The Protocol depends on third-party protocols, hooks, routers, pools, oracles, bridges, wrapped assets, stablecoins, liquid staking providers, node and indexing providers, wallets and interfaces. Failure, exploit, depeg, insolvency, discontinuation, censorship, upgrade, licence change or regulatory action affecting any of them may cause total loss.

Front-end and impersonation risk. The Site or any interface may be compromised, spoofed, cloned, DNS-hijacked, or subject to denial-of-service attack, and fraudulent websites, contract addresses, tokens, applications, social media accounts, community channels, airdrops and support personnel impersonating the Protocol are common. Always verify contract addresses independently. No OLY Associated Person is responsible for any loss arising from a compromised, fraudulent or impersonating interface, address, channel or person.

Key and custody risk. See Section 10. Loss, theft or compromise of your keys or credentials results in permanent, unrecoverable loss. Cryptographic advances, including developments in quantum computing, may in future compromise the cryptography on which Blockchains and Digital Assets depend.

Extractable value. Transactions are publicly visible before inclusion. Searchers, builders and validators may front-run, back-run, sandwich or otherwise extract value from your transactions, including your Mint, staking, unstaking and disposal transactions.

F. Governance Risks

You may have little or no influence. Voting power is based on staking shares, and share weighting favours long lock durations. Large or long-locked participants may control outcomes. A proposal threshold and a quorum requirement apply. You may be unable to propose, unable to influence any outcome, or outvoted on matters that materially affect you.

Centralised governance powers exist. The governance architecture described in the Whitepaper includes an operations wallet able to submit proposals that execute after a timelock without a community vote, and a separate wallet able to veto proposals from either path. Those keys are held by identified or unidentified persons who may act, or fail to act, in ways that are adverse to you, and may be compromised, lost, coerced, seized or subject to legal process. Governance is therefore not fully decentralised and may never become so.

Governance decisions may harm you. Governance may change tax rates and brackets, revenue allocations, vault strategies, share rates, payout cycles, auction parameters and other parameters, may deploy new vaults or chains, may take on new risks, and may act in ways that reduce or eliminate the value of your OLY or your rewards. Upgradable vaults may be changed or replaced. Timelocks may be too short for you to react. Governance may also be captured, apathetic, deadlocked or inactive, so that necessary changes are never made.

Legal status of the OLY DAO. The OLY DAO has no separate legal personality. It cannot be sued or hold assets in its own name, may be characterised in some jurisdictions as a partnership, unincorporated association or general partnership, and participation in it may in some jurisdictions expose participants to joint or unlimited liability, to tax, or to regulatory obligations. The legal treatment of decentralised organisations is unsettled.

G. Legal, Regulatory and Tax Risks

Regulatory characterisation is uncertain. Digital assets, staking, liquid staking, automated market makers, protocol treasuries, revenue-sharing mechanics, governance tokens and decentralised organisations are the subject of intense and rapidly changing regulatory attention. OLY may be characterised by a regulator or court in a jurisdiction as a security, a financial instrument, an investment contract, a unit in a collective investment scheme, e-money, a payment token, a derivative or another regulated product, notwithstanding the parties’ characterisation of it in these Terms. Such a characterisation could result in prohibition, licensing requirements, registration requirements, enforcement action, penalties, delisting, forced redemption, forced wind-down or the cessation of the Protocol, and could cause total loss.

Adverse legal action. The Foundation, OLY Associated Persons, service providers, liquidity venues, exchanges, wallet providers and infrastructure providers may become subject to investigation, enquiry, enforcement action, litigation, injunction, asset freezing, sanction, tax assessment or criminal proceedings, in any jurisdiction, whether or not well founded. Any of these may impair or end the Protocol, restrict your ability to transact, or cause total loss, and the costs of defending them may be borne by assets that would otherwise support the Protocol.

Your own legal position. You may be subject to registration, licensing, disclosure, reporting, sanctions-screening, anti-money-laundering, exchange-control or tax obligations in respect of your participation. Your participation may be unlawful in a jurisdiction applicable to you, whether now or in future, and may become unlawful after you have Minted and while your OLY is locked, in which case you may be unable to exit lawfully. You are solely responsible for these matters.

Access restrictions. Access to the Site, to interfaces, to liquidity venues and to the Protocol may be blocked, geofenced, sanctioned, censored or otherwise restricted, whether by the Foundation, by a third party, by an internet service provider or by a governmental authority, at any time and without notice, including while you hold or have staked OLY.

Tax risk. The tax treatment of the Mint, of staking, of rewards paid in kind, of burns, of penalties and of disposals is uncertain and may be adverse. Taxable events may arise without your receiving any liquid asset with which to pay the tax, including on the accrual or receipt of in-kind rewards while your principal is locked, and on burns and penalties. Tax law may change with retrospective effect. No OLY Associated Person provides tax reporting, statements or certificates.

Insolvency and discontinuation. The Foundation may be wound up, dissolved, become insolvent, cease to operate or cease to support the Protocol, and OLY Associated Persons may cease to contribute, at any time and for any reason. The Protocol may continue to operate autonomously without support, may be abandoned, may be forked, or may cease to function. In any such case no ETH will be returned to you and you will have no claim against any person.

Unforeseen risks. Digital asset technology and its regulation are new and evolving. There are risks that no OLY Associated Person can anticipate, and further risks may arise as unanticipated combinations or variations of those described above, or as entirely new risks.

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