---
title: "Legal Disclaimers"
description: "Legal disclaimers covering the Overlayer website, app, protocol, Overlaid Assets and the OVER token. Version 1.0, last revised April 2026."
canonical_url: https://docs.overlayer.fi/legal/legal_disclaimers
md_url: https://docs.overlayer.fi/legal/legal_disclaimers.md
last_updated: 2026-05-05T15:42:56.000Z
---

# Legal Disclaimers

> Legal disclaimers covering the Overlayer website, app, protocol, Overlaid Assets and the OVER token. Version 1.0, last revised April 2026.

**Version:** 1.0

**Last Revised:** April 2026

---

## Important Notice — Please Read Carefully

These Legal Disclaimers (the "**Disclaimers**") apply to the website **overlayer.fi** (together with any subdomain, including **dapp.overlayer.fi** and **docs.overlayer.fi**) (the "**Website**"), the Overlayer decentralized application and associated interfaces (the "**App**" or "**Interface**"), the underlying smart contracts and on-chain components (the "**Protocol**"), the digital assets generated by or through the Protocol (the "**Overlaid Assets**"), the governance and utility token of the ecosystem (the "**OVER**" token), any documentation, whitepapers, litepapers, roadmaps, dashboards, APIs, SDKs, Official Channels, marketing materials, community communications and any other resource that links to or references these Disclaimers (collectively, the "**Services**").

The Services are made available by **Overlayer Labs Ltd**, a business company incorporated under the laws of the British Virgin Islands (the "**Operator**", "**Overlayer Labs**", "**we**", "**us**" or "**our**"). These Disclaimers must be read together with the **Terms of Use**, the **Privacy Policy**, the **Cookie Policy**, the **Protocol Risk Disclosure** and the **Regulatory Overview**, each of which is incorporated herein by reference and forms part of the legal framework governing your relationship with the Operator (the "**Legal Framework**").

**By accessing, browsing or using the Services, by interacting directly with the Protocol, or by acquiring, holding, transferring or disposing of any Overlaid Asset or the OVER token, you confirm that you have read, understood and unconditionally accepted these Disclaimers in their entirety, together with the rest of the Legal Framework.** If you do not agree with any part of these Disclaimers, you must immediately cease using the Services and must not interact with the Protocol.

Capitalized terms used but not defined in these Disclaimers have the meanings given to them in the Terms of Use. In the event of any inconsistency between these Disclaimers and the Terms of Use, the Terms of Use shall prevail.

---

## 1. Purpose and Scope

### 1.1 Purpose

These Disclaimers are provided for general informational purposes only. They describe, in a consolidated form and in plain language to the extent practicable, the nature of the Services, the Operator's role and responsibilities (and the limits of those responsibilities), and the principal reasons why you cannot and should not rely on any part of the Services as a substitute for your own independent research, risk assessment and professional advice.

### 1.2 Non-Exhaustive

These Disclaimers are not exhaustive and do not replace or limit any other disclaimer, warning, acknowledgement, representation, risk factor or limitation set out elsewhere in the Legal Framework. All provisions of the Terms of Use, the Privacy Policy, the Cookie Policy, the Protocol Risk Disclosure and the Regulatory Overview remain in full force and effect.

### 1.3 No Advice or Recommendation

Nothing in these Disclaimers or in the Services constitutes, or shall be construed as:

(a) financial, investment, legal, tax, accounting, regulatory, fiduciary or other professional advice;

(b) a recommendation, solicitation or invitation to buy, sell, subscribe for, hold, trade, stake, deposit, lend, borrow or otherwise deal in any Digital Asset, Overlaid Asset, OVER token, security, instrument, product or service;

(c) an offer capable of acceptance to enter into any binding contract, sale or transaction;

(d) an endorsement of any Third-Party Protocol, Third-Party Service, Wallet, counterparty, strategy, venue, stablecoin, oracle or integration; or

(e) a warranty, guarantee, promise or commitment of any kind, save as expressly stated in the Terms of Use.

### 1.4 No Reliance

You are solely responsible for conducting your own independent research and for consulting with your own qualified legal, financial, tax and technical advisers prior to, and throughout, your use of the Services, the Protocol, any Overlaid Asset or the OVER token. You acknowledge and agree that you are not relying on the Operator, the Foundation, any Ecosystem Entity, any contributor, any Multisig signer, any governance participant, any auditor or any other person for any representation, warranty or statement not expressly set out in the Terms of Use.

---

## 2. Issuing Entities and Corporate Structure

### 2.1 Operator

The Services are operated by the Operator, Overlayer Labs Ltd (BVI). Your contractual counterparty in respect of the Services is, and is only, the Operator, as further described in Section 1 of the Terms of Use.

### 2.2 Overlayer Foundation and Other Ecosystem Entities

The Overlayer ecosystem may include the Overlayer Foundation, a foundation company incorporated in the Cayman Islands (the "**Foundation**"), and may in the future include additional Ecosystem Entities (such as SPVs, associations, DAOs, wrapper structures or similar vehicles).

Unless expressly stated otherwise in a separate written agreement signed with you, **the Foundation and the other Ecosystem Entities are not parties to the Terms of Use, do not provide the Services to you, and do not owe you contractual, custodial, fiduciary, advisory or agency duties**. Any reference to the Foundation or to any other Ecosystem Entity in the Services, in marketing materials or in Documentation is descriptive and informational only, and shall not be construed as creating any obligation, representation or warranty by such entity towards you.

### 2.3 Independent Contributors and Ecosystem Participants

The Overlayer ecosystem may include independent contributors, developers, integrators, delegates, researchers, community members, grant recipients and third-party builders. Such persons act in their own capacity and, except where expressly contracted by the Operator or the Foundation for a specific purpose, are not employees, agents, partners or representatives of the Operator or the Foundation, and have no authority to bind, speak for or create obligations for the Operator, the Foundation or any other Ecosystem Entity.

### 2.4 UK Entities and Other Group Members Outside the DeFi Stack

To the extent any other member of the Overlayer group (including, without limitation, any United Kingdom-incorporated entity) is not expressly identified as an operator of, or party to, the Services, such entity is outside the scope of the Services and of these Disclaimers, and shall not be deemed to be involved in the Protocol, the Interface, the issuance of Overlaid Assets or the OVER token, or any User-facing activity, unless and until expressly and publicly identified as such by the Operator.

---

## 3. Nature of the Services — Informational and Technical Only

### 3.1 Informational Interface

The Website, the App, the Documentation, the dashboards, the analytics, the APIs, the SDKs and all other Services are provided solely as an informational and technical interface to autonomous blockchain systems. The Services enable Users, among other things, to view information, configure transaction parameters and construct transaction data that the User may elect to sign and broadcast using the User's own Wallet and signing tools.

### 3.2 Not Necessary to Use the Protocol

The Protocol is open-source, permissionless smart-contract software deployed on public blockchains. It is not a legal person, cannot be a party to these Disclaimers or to any contract, and is not controlled by the Operator in any custodial or discretionary sense. **Any User may interact with the Protocol directly on-chain, or through any third-party interface, without using the Services.** Any such direct interaction or third-party interaction is outside the scope of these Disclaimers, the Terms of Use and the other Legal Framework documents, and is governed solely by the relevant smart contract code and the rules of the applicable blockchain.

### 3.3 Independent Front-Ends and Tools

Because the Protocol is public code, any person or entity may build and operate independent front-ends, interfaces, SDKs, bots, aggregators, dashboards or other tools that interact with the Protocol ("**Independent Tools**"). Independent Tools are not operated, audited, vetted, endorsed or guaranteed by the Operator or any Ecosystem Entity. Your use of any Independent Tool is at your own sole risk and is governed by its own terms and policies. The Operator makes no representation or warranty, and assumes no responsibility, as to the availability, accuracy, security, compliance or legality of any Independent Tool, even if such tool uses "Overlayer"-related branding, naming or references.

---

## 4. Non-Custodial Architecture — No Control of User Assets

### 4.1 You Retain Control of Your Digital Assets

The Protocol is designed as non-custodial, middleware infrastructure. At no point does the Operator — and, in connection with the Services, neither the Foundation nor any other Ecosystem Entity — take custody, possession or control of:

(a) any of your Digital Assets (including any Overlaid Assets, OVER tokens, stablecoins, crypto-assets or other tokens);

(b) your Wallet or its contents;

(c) your private keys, seed phrases, signing credentials, passwords or recovery phrases; or

(d) any fiat currency, bank deposits or electronic money belonging to you.

You retain full control over your Digital Assets, keys and credentials at all times.

### 4.2 No Ability to Recover, Reverse or Restore

The Operator does not and cannot:

(a) reverse, cancel, undo or "roll back" any on-chain transaction once confirmed;

(b) recover Digital Assets sent to an incorrect address, on an incorrect network, with incorrect parameters or to a malicious destination;

(c) unfreeze or unblock Digital Assets frozen, blacklisted or seized by any third party (including, without limitation, stablecoin issuers or Governmental Authorities);

(d) restore access to Wallets whose keys or seed phrases have been lost, stolen or compromised; or

(e) make good any loss of Digital Assets arising from any smart contract defect, exploit, oracle failure, Third-Party Protocol failure, governance action, Multisig action, regulatory action, market event, or any other event.

### 4.3 No Safekeeping, Trust or Omnibus Arrangements

The Operator does not and shall not:

(a) operate any internal account, balance ledger, order book, matching engine or omnibus wallet for Users;

(b) hold or commingle User assets in any Wallet or vehicle controlled by the Operator; or

(c) act as a trustee, bailee, custodian, fiduciary or escrow agent.

---

## 5. Not a Regulated Financial Services Provider

### 5.1 Negative Definition

Without limiting any other provision of the Legal Framework, you expressly acknowledge, agree and accept that neither the Operator nor any Ecosystem Entity is intended to, or does, provide — and that the Services shall not be construed as including — any of the following:

(a) the taking of deposits or other repayable funds from the public;

(b) the issuance of electronic money, e-money tokens (EMTs), payment stablecoins, asset-referenced tokens (ARTs) or other regulated payment instruments;

(c) the provision of payment services, money remittance, money transmission or "money services business" activities;

(d) the operation of a trading venue, exchange, organized trading facility, multilateral trading facility, alternative trading system, order book, matching engine or internal ledger;

(e) brokerage, dealing, market-making, clearing or settlement services;

(f) portfolio management, investment advice, investment recommendations, financial planning, financial advisory, or the operation of a collective investment scheme, alternative investment fund, pooled vehicle, hedge fund, ETF, mutual fund or similar product;

(g) insurance, re-insurance, capital guarantee, principal protection or yield guarantee products;

(h) custody, safekeeping or administration of Digital Assets, securities or other financial instruments on behalf of any person;

(i) credit, lending, borrowing, margin or leverage services provided by the Operator as principal;

(j) the issuance of securities, investment contracts, derivatives, commodity pools or other financial instruments on behalf of any person;

(k) crowdfunding, public token sales or fundraising activity to the public, except where specifically and expressly undertaken in accordance with a separate framework;

(l) virtual asset service provider ("**VASP**"), crypto-asset service provider ("**CASP**"), digital asset service provider ("**DASP**") or similar regulated services, except where specifically and expressly undertaken pursuant to a licence or registration; or

(m) any other activity requiring authorization, registration, licensing, prudential supervision or similar consent under any Law of any jurisdiction, except where expressly held.

### 5.2 No Authorization, Registration or Supervision

Any description of the Services, the Protocol, Overlaid Assets, the OVER token or the Operator is technical and functional only and must not be interpreted as a representation that:

(a) the Operator, the Foundation, any other Ecosystem Entity, any component of the Protocol or any Digital Asset is authorized, licensed, registered, approved, endorsed, supervised or otherwise regulated under the Laws of any jurisdiction; or

(b) the Operator, the Foundation, any other Ecosystem Entity or any component of the Services is subject to the supervision of any Governmental Authority, central bank, prudential regulator, securities regulator, conduct regulator, data-protection authority (beyond what is expressly described in the Privacy Policy and Cookie Policy) or similar body,

except where expressly stated in writing.

### 5.3 No Broker-Dealer Functions

The Operator does not and shall not: broker trading orders; match buy or sell orders; maintain order books; clear or settle trades on behalf of Users; underwrite, place or distribute any Digital Asset; or offer any Digital Asset or financial product for sale. The Services merely display data and enable the construction of transaction data that Users alone choose to sign and broadcast.

---

## 6. Smart Contract, Technology and Infrastructure Disclaimers

### 6.1 Experimental Technology

The Protocol, Overlaid Assets, the OVER token and all related functionality rely on complex and novel smart contracts, blockchain networks, cryptographic primitives, consensus mechanisms, oracles, bridges and off-chain infrastructure. Such technology is experimental, rapidly evolving and inherently risky. It may contain bugs, vulnerabilities, economic-design flaws or logic errors, and may be exploited, in each case resulting in the partial or total, permanent and irreversible loss of Digital Assets.

### 6.2 Audits and Reviews Are Not Guarantees

Where smart contract audits, formal verification, code reviews, peer review, fuzzing, invariant testing, bug bounty programmes or similar security activities have been undertaken in respect of the Protocol, they represent point-in-time, scope-limited exercises by the relevant reviewers and are not, and shall not be interpreted as, a representation or warranty of security, correctness, suitability, fitness for purpose or absence of vulnerabilities or failures. New vulnerabilities may be discovered, or arise, at any time.

### 6.3 Upgradeability and Immutability

Certain components of the Protocol may be upgradeable, pausable, configurable, deprecated or otherwise subject to administrative powers (exercised by the Operator, the Foundation, governance participants, Multisig signers or similar actors), while other components may be immutable and non-upgradeable. Each model carries its own risk profile. Administrative powers may be used (or fail to be used), and immutable components may contain permanent defects that the Operator has no power to fix.

### 6.4 Network, Oracle and Infrastructure Dependencies

The availability, security and correct functioning of the Services depend on factors outside the Operator's control, including, without limitation, the availability and security of: the underlying blockchains; validators, miners, sequencers and block builders; oracles and price feeds; RPC providers, indexers and node providers; hosting, DNS and CDN providers; Wallet providers and signing tools; bridges and cross-chain messaging layers; and Third-Party Protocols. Failures, delays, compromises or adverse actions affecting any of the foregoing may prevent Users from accessing or using the Services, may cause the display of incorrect or stale information, and may cause financial loss.

### 6.5 Irreversibility of Transactions

All blockchain transactions are, once confirmed, generally final and irreversible. The Operator has no ability and no obligation to reverse, cancel, correct, amend or mitigate any such transaction.

### 6.6 Phishing, Impersonation and Clone Sites

The Website, the Interface and official brand assets may be cloned, impersonated or otherwise misappropriated. Users may be targeted by phishing campaigns, typo-squatting, malicious browser extensions, fake "support" operators and other scams. The Operator and the Foundation communicate only through their official channels published on the Website. Users should always independently verify domains, URLs, contract addresses and communications.

---

## 7. Third-Party Protocols, Stablecoins and Oracle Risk

### 7.1 Reliance on Third-Party Protocols

The Protocol relies heavily on interoperability with Third-Party Protocols, including, without limitation, Aave V3 lending markets and successor or equivalent money markets. The Operator does **not** control, operate, supervise, audit or endorse any Third-Party Protocol, the entities that develop or govern such Third-Party Protocols, or the parameters (collateral factors, liquidation thresholds, interest-rate curves, supply and borrow caps, isolation rules) applicable to them. Your use of any Third-Party Protocol, directly or indirectly through the Services, is at your own sole risk.

### 7.2 Reliance on Third-Party Stablecoins

The economic function of many Overlaid Assets depends, directly or indirectly, on third-party stablecoins (such as USDC, USDT, DAI, PYUSD, FDUSD or similar). The Operator does not control, operate, supervise, audit or endorse any such stablecoin, its issuer, its reserves, its banking relationships, its compliance practices or its peg-maintenance mechanisms.

If a Third-Party Protocol experiences a hack, exploit, liquidity crisis, oracle manipulation, governance attack, parameter change, insolvency event or any other disruption, or if a third-party stablecoin loses its peg, is frozen, blacklisted, selectively redeemed, subject to enforcement action or otherwise impaired, the value, yield, liquidity, redeemability and operability of Overlaid Assets and other positions routed through the Protocol may be directly and adversely affected. The Operator accepts no liability for losses resulting from such events.

### 7.3 Oracle and Data Feed Disclaimers

Oracles, price feeds, rate providers and data sources used by the Protocol or by Third-Party Protocols may fail, become stale, deliver incorrect or manipulated values, be compromised or be censored. The Operator accepts no liability for losses arising from oracle, data feed or reference-price failures.

### 7.4 Wallets and Signing Tools

Third-party Wallets and signing tools (such as MetaMask) are operated by their respective providers under their own terms and privacy policies. The Operator is not party to any transaction concluded while accessing the Services and does not have possession, custody or control over any Digital Asset appearing in the Interface. The Operator accepts no responsibility or liability for the operation, availability, security or data practices of any Wallet provider.

### 7.5 Third-Party Infrastructure

Third-party infrastructure providers (including, without limitation, hosting, DNS, CDN, RPC, indexer, analytics, error-monitoring, email and communications providers) are operated by their respective providers under their own terms and practices. Their failures, compromises or service changes may affect the Services in ways the Operator cannot always anticipate or prevent.

### 7.6 No Endorsement by Inclusion

The fact that a Third-Party Protocol, Third-Party Service, Wallet, stablecoin, oracle or integration is listed, mentioned, referenced, supported or integrated does not constitute an endorsement, recommendation, warranty or assurance of any kind by the Operator or any Ecosystem Entity.

---

## 8. Overlaid Assets — Legal Nature and Disclaimers

### 8.1 Receipt Token Characterization

Overlaid Assets are designed as **non-custodial receipt tokens** (conceptually analogous to liquid staking tokens and DeFi wrapper tokens such as aTokens), representing a cryptographic claim in rem against smart-contract-held positions in one or more underlying Digital Assets allocated into Third-Party Protocols. Overlaid Assets are:

(a) **not** bank deposits, deposits within the meaning of any deposit-guarantee scheme, money-market fund units or similar regulated products;

(b) **not** electronic money, electronic money tokens (EMTs), asset-referenced tokens (ARTs) or payment stablecoins under MiCA, the GENIUS Act or any analogous framework;

(c) **not** securities, investment contracts, shares, bonds, notes, derivatives, collective-investment-scheme units, equity, debt or any other financial instrument;

(d) **not** a liability, obligation, debt or undertaking of the Operator, the Foundation or any other Ecosystem Entity;

(e) **not** insured, guaranteed or underwritten by any deposit-insurance scheme, compensation fund, insurance policy, sponsor or government (including, without limitation, the U.S. Federal Deposit Insurance Corporation); and

(f) redeemable only on a crypto-to-crypto basis pursuant to the code of the relevant smart contracts.

### 8.2 No Fiat Redemption Obligation

The Operator has no obligation, and no ability, to redeem any Overlaid Asset for fiat currency, central bank money, electronic money, monetary value or any other payment instrument. Redemption occurs, if at all, strictly through smart-contract interaction with the underlying Third-Party Protocol.

### 8.3 No Peg Guarantee

The Operator does not actively manage, defend or guarantee any price, peg, parity or stability of any Overlaid Asset. Any correspondence between an Overlaid Asset and an underlying asset is the passive, mechanical result of smart-contract composition and market-driven arbitrage, and may break, deviate, be delayed, suspended or fail, including in a severe and permanent manner.

### 8.4 Yield Is Not Paid by the Operator

Any yield, interest, reward or incentive associated with Overlaid Assets is:

(a) generated by Third-Party Protocols (such as Aave V3 and its successors, forks or equivalents), the underlying deposits and market forces entirely outside the control of the Operator;

(b) passed through programmatically by smart contracts, and **not** paid, granted, promised, guaranteed or funded by the Operator, the Foundation or any other Ecosystem Entity;

(c) variable, non-guaranteed, subject to change at any time, and may be reduced, suspended, eliminated or turn negative; and

(d) subject to all of the risks set out in the Protocol Risk Disclosure and elsewhere in the Legal Framework.

### 8.5 Reclassification Risk

Notwithstanding the intended legal characterization of Overlaid Assets set out above and in the Regulatory Overview, a Governmental Authority, court or arbitral tribunal may reach a different conclusion. Reclassification of Overlaid Assets as EMTs, ARTs, payment stablecoins, endogenously collateralized stablecoins, securities, collective-investment-scheme units, bank deposits, insurance products or other regulated instruments may trigger licensing, registration, disclosure, redemption, prudential or other obligations, or may result in forced migrations, wind-downs, freezing orders, penalties or prohibitions that materially and adversely affect Overlaid Assets, Users, the Protocol, the Operator and the Ecosystem Entities. Users accept this risk in full.

---

## 9. OVER Token — Legal Nature and Disclaimers

### 9.1 Utility and Governance Only

The OVER token is intended solely as a utility and governance token used to coordinate the Overlayer ecosystem. It is not, and shall not be construed as:

(a) a security, investment contract, share, bond, note, derivative, collective-investment-scheme unit, equity, debt, profit share, revenue share or other financial instrument;

(b) a claim against the Operator, the Foundation or any other Ecosystem Entity for payment, repayment, dividend, distribution, interest, revenue or redemption;

(c) a payment instrument, electronic money, stablecoin or similar product; or

(d) a guarantee or evidence of future protocol performance, ecosystem success or market value.

### 9.2 No Investment Contract

Purchasing, holding, trading or otherwise dealing in OVER does not entitle you to any ownership interest in, or any distribution, dividend, profit, revenue, liquidation preference or residual claim against the Operator, the Foundation or any other Ecosystem Entity. You should not acquire OVER with any expectation of profit derived from the managerial or entrepreneurial efforts of the Operator, the Foundation or any other person.

### 9.3 No Intrinsic Value

OVER has no intrinsic value. The Operator makes no representation or guarantee that OVER will retain any particular value, develop or maintain a liquid secondary market, or serve any particular future utility. The supply, emissions schedule, vesting, lock-ups, burns, migrations and economic parameters of OVER may be modified through governance or contributor processes from time to time.

### 9.4 No Offer; No Solicitation

Nothing in the Services, the Legal Framework, the Documentation, any whitepaper, litepaper, roadmap or marketing material constitutes an offer, solicitation, invitation, recommendation or prospectus to buy, sell, subscribe for, trade or hold the OVER token, or any other Digital Asset, in any jurisdiction. No OVER token is or has been registered under, authorized pursuant to, or passported under the securities or similar Laws of any jurisdiction, unless expressly stated. Where an offering of OVER is made at any time, it will be made in accordance with exemptions or specific frameworks applicable to that offering, and Users located in restricted jurisdictions will be excluded.

### 9.5 Reclassification Risk

A Governmental Authority, court or arbitral tribunal may conclude that OVER is a security, financial instrument, regulated token or other product subject to licensing, registration, disclosure, prudential or conduct-of-business obligations. Such reclassification may result in enforcement action, delisting, geographic restrictions, forced migrations, freezing orders, penalties or prohibitions that materially and adversely affect OVER, its holders, the Operator, the Foundation and the broader ecosystem.

---

## 10. Regulatory Status and Geographic Matters

### 10.1 Global Regulatory Uncertainty

The regulatory treatment of blockchain technology, decentralized finance, smart contracts, stablecoins, receipt tokens, governance tokens and related activities is rapidly evolving, highly uncertain and inconsistent across jurisdictions. Significant changes may occur with little or no notice, including through new Laws, regulations, guidance, enforcement priorities, administrative interpretations or court decisions.

Such changes may materially impact the Services, the Protocol, Overlaid Assets, the OVER token and Users, including by:

(a) limiting, restricting, suspending or prohibiting their functionality, accessibility or utility;

(b) requiring modifications, wind-downs, migrations, re-registrations or other structural changes; and

(c) exposing Users, the Operator, the Foundation, contributors, governance participants, Multisig signers or counterparties to penalties, disgorgement, seizures, forced redemptions or other enforcement actions.

### 10.2 Geographic Restrictions

The Operator reserves the right, at any time and without prior notice or liability, to restrict, suspend or terminate access to the Services (or any part thereof) from any jurisdiction, including through IP-based geo-blocking, Wallet screening, sanctions screening or similar measures. A current list of prohibited and restricted jurisdictions is set out in the Terms of Use. Overlaid Assets are **not offered, directed or available** to persons with their habitual residence, tax residence or registered office in the European Union or the European Economic Area, nor to any other person or jurisdiction where such offer, acquisition, minting, subscription or distribution would be unlawful or would require consents that have not been obtained.

### 10.3 Local Compliance Is Your Responsibility

While the Operator monitors relevant regulatory developments as it considers appropriate, the Operator does **not** warrant, and shall not be construed as warranting, that the Services, the Protocol, Overlaid Assets, the OVER token or any Third-Party Protocol comply with the local Laws of your jurisdiction. **It is your sole responsibility to evaluate the compatibility of the Services with all Laws applicable to you, to obtain any required consents, and to comply with any obligations (including tax, reporting, AML/CFT, sanctions, consumer-protection, securities and foreign-exchange obligations) arising from your use of the Services.**

### 10.4 Sanctions, AML/CFT and Compliance

You represent and warrant at all times that you are not a Prohibited Person and are not located in or acting from a Prohibited Jurisdiction, as defined in the Terms of Use. The Operator may implement reasonable technical and organizational measures, including IP blocking, Wallet screening and sanctions screening through reputable third-party providers, to restrict access and promote compliance. Such measures are not guarantees, are inherently imperfect and may be circumvented. Ultimate responsibility for compliance with sanctions, AML/CFT and related Laws remains with you. The Operator may cooperate, voluntarily or under legal compulsion, with Governmental Authorities, law-enforcement agencies, regulators and courts.

### 10.5 Non-Interface with Fiat Banking System

The Services are designed so that neither the Operator nor the Services interface directly with the traditional fiat banking system. The Protocol does not facilitate or execute transactions in legal tender, and the Operator does not provide fiat on-ramps or off-ramps. Any regulatory or enforcement action taken against third-party payment stablecoins (such as USDC or USDT), their issuers, or any other third party operating in the fiat-banking layer should not, by reason of that alone, be automatically extended to Overlaid Assets or to the Services, but the Operator cannot prevent, and accepts no liability for, any contrary decision by any Governmental Authority.

---

## 11. "As Is" and "As Available" — No Warranties

### 11.1 "As Is" and "As Available"

**To the maximum extent permitted by applicable Laws, the Services, the Protocol, Overlaid Assets, the OVER token, the Interface, the Documentation and all Content are provided on an "AS IS" and "AS AVAILABLE" basis, with all faults and without warranty of any kind.**

### 11.2 Warranty Exclusions

To the maximum extent permitted by applicable Laws, the Operator, the Foundation, the Ecosystem Entities, their respective affiliates, officers, directors, employees, contractors, agents, contributors, service providers, licensors and Multisig signers (collectively, the "**Operator Parties**") expressly disclaim all warranties, conditions, representations and undertakings of any kind, whether express, implied, statutory or otherwise, including, without limitation:

(a) implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, quiet enjoyment, accuracy of informational content and non-infringement; and

(b) any representation, warranty or guarantee that: (i) the Services or the Protocol will be uninterrupted, timely, secure, complete, current, accurate, reliable or error-free; (ii) any defects will be corrected; (iii) the Services or the Protocol are free of viruses, malware or harmful components; (iv) any Digital Asset will maintain any particular value, peg, liquidity or utility; (v) any Third-Party Protocol or Third-Party Service will remain operational, secure, compliant or solvent; (vi) any yield, reward, incentive, return or benefit will be generated or maintained; or (vii) your use of the Services will meet your expectations or requirements.

### 11.3 No Warranty of Accuracy

The Services may display information (including balances, yields, APYs, risk metrics, prices, oracle outputs, TVL, utilization ratios, analytics and transaction status) sourced from on-chain and off-chain sources. Such information is provided for convenience and may be incomplete, out of date, incorrect, inaccurate or delayed. The Operator does not warrant its accuracy, completeness, timeliness or reliability. Users should independently verify critical information on-chain before acting on it.

### 11.4 No Warranty of Security

Despite any security measures taken by the Operator or by third parties (including, without limitation, audits, bug bounty programmes, rate-limiting, monitoring, encryption, access controls or screening), no system is completely secure. The Operator does not warrant that the Services or the Protocol will be free from unauthorized access, exploitation, misuse, attack or compromise.

---

## 12. Forward-Looking Statements

### 12.1 Nature of Forward-Looking Statements

Whitepapers, litepapers, roadmaps, Documentation, blog posts, social-media posts, community calls, investor materials, governance discussions, pitch decks and other public communications (together, "**Communications**") may contain forward-looking statements regarding, among other things, product development, tokenomics, reserve indices, integrations, partnerships, ecosystem growth, anticipated yields, market opportunities, roadmap milestones or strategic direction. Such statements are identifiable by terms such as "plan", "expect", "intend", "aim", "target", "anticipate", "may", "will", "could", "might", "should", "project", "believe" or similar expressions.

### 12.2 Assumptions and Uncertainty

Forward-looking statements are based on current expectations, estimates, assumptions, plans and information, all of which may change materially and without notice. Actual events, results, developments, integrations, parameters and outcomes may differ materially from those expressed or implied. Known and unknown risks, uncertainties and other factors — including many of those described in the Protocol Risk Disclosure and elsewhere in the Legal Framework — may cause actual events to differ.

### 12.3 No Commitment

**No forward-looking statement is a representation, warranty, guarantee, promise or commitment of future performance or future action.** No person should rely on any forward-looking statement as the basis for any financial, investment, legal, tax or other decision.

### 12.4 No Obligation to Update

The Operator, the Foundation and the Ecosystem Entities undertake no obligation to update, revise or publicly release any revision of any forward-looking statement to reflect events, circumstances or information becoming known after the statement was made, except to the extent required by applicable Laws.

---

## 13. Marketing, Promotional and Public Communications

### 13.1 Informational Only

All Communications, marketing materials, ecosystem content, promotional campaigns, social-media posts and Official Channel communications are provided for general informational and illustrative purposes only and are not intended to constitute any offer, solicitation, advice, recommendation or contractual commitment. They must be read subject to, and together with, the Legal Framework.

### 13.2 Consistency with Documentation

Where Communications describe features, strategies, yields, integrations, roadmap items or comparisons, they reflect the Operator's understanding at the time they are made, and may become incomplete or inaccurate over time. In the event of any inconsistency between a Communication and the then-current Documentation or Legal Framework, the Documentation and the Legal Framework shall prevail.

### 13.3 Third-Party Communications

The Operator does not control, and is not responsible for, communications made by independent contributors, ecosystem participants, commentators, journalists, influencers, community members or other third parties, even where such communications reference Overlayer, the Protocol, Overlaid Assets, the OVER token or any Ecosystem Entity. The inclusion of any third-party communication in an Official Channel (for example, a re-share) does not constitute an endorsement or adoption of its content.

### 13.4 Impersonation and Scams

The Overlayer brand, Website, team accounts and communication channels are frequently impersonated on social networks and messaging platforms. The Operator and the Foundation communicate only through their official channels as listed on the Website. Users should independently verify any communication that purports to come from the Operator, the Foundation or any other Ecosystem Entity before acting on it.

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## 14. Past Performance, Simulations and Hypothetical Results

### 14.1 Past Performance Is Not a Predictor

Any reference to past yields, APYs, returns, performance, total value locked (TVL), liquidity, transaction volumes or similar metrics (whether of the Protocol, Overlaid Assets, the OVER token, Third-Party Protocols or other Digital Assets) is historical only. **Past performance is not indicative of, and does not guarantee, future performance or results.**

### 14.2 Simulations, Models and Backtests

Simulations, scenario analyses, risk models, backtests, stress tests, economic models, analytics dashboards and similar tools, if any, are based on assumptions, methodologies, data inputs and approximations that may be incomplete, inaccurate or inapplicable to actual market conditions. Actual outcomes may differ materially. Such tools are provided for informational purposes only and should not be relied on as predictions of, or commitments to, any particular outcome.

### 14.3 No Assurance of Future Integrations or Features

Statements regarding anticipated integrations, future features, new chains, new assets or planned upgrades are aspirational and subject to change or cancellation at any time.

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## 15. Third-Party Content and Links

The Services may contain links to, or display content from, third-party websites, platforms, content, products or services, including social networks, Wallets, bridges, exchanges, DeFi applications and analytics or data providers. Such links and content are provided for convenience only. The Operator:

(a) does not operate, control, vet, supervise, audit, endorse or assume responsibility for any such third-party website, platform, content, product or service;

(b) makes no representation or warranty as to the availability, quality, security, compliance, legality, suitability or accuracy thereof; and

(c) is not responsible or liable, directly or indirectly, for any loss, damage or other consequence arising from your use of, or reliance on, any such third-party website, platform, content, product or service.

Your interactions with third parties are governed solely by the relevant third party's own terms and policies.

---

## 16. Intellectual Property, Trademarks and Branding

### 16.1 Ownership

All text, graphics, images, videos, audio, software, code, scripts, visual design, layouts, interfaces, Documentation, trademarks, trade names, logos, domain names and other materials comprising, or made available through, the Services are owned by or licensed to the Operator, the Foundation or their respective licensors, and are protected by copyright, trademark, trade-secret, database and other intellectual property Laws worldwide. Except as expressly provided in the Terms of Use, no right, title or interest in or to any of the foregoing is transferred to you.

### 16.2 Trademarks

"Overlayer", the Overlayer logo, "OVER", "Overlaid Assets", "C+" and any related names, marks, logos, product names and slogans are trademarks, service marks and/or trade dress of the Operator, the Foundation or their respective licensors. Nothing in the Services or the Legal Framework grants you any licence to use any such trademark without express prior written permission.

### 16.3 Third-Party Marks

Third-party trademarks, service marks and logos referenced in the Services are the property of their respective owners and are used for identification and informational purposes only. Such references do not imply any endorsement, partnership, affiliation or approval.

### 16.4 Open-Source Components

Certain components of the Protocol and the Services may be, or may incorporate, open-source software, licensed under its own applicable open-source licence. Nothing in these Disclaimers shall be construed as limiting or overriding your rights under any applicable open-source licence with respect to the components covered thereby.

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## 17. Test Environments, Beta Features and Experimental Releases

From time to time, the Operator may make available test environments, testnet deployments, beta features, developer previews, experimental releases, hackathon instances or similar components (together, "**Experimental Releases**"). Experimental Releases are provided for evaluation, testing or developer purposes only and may:

(a) be incomplete, unstable, untested, insecure or defective;

(b) be modified, discontinued, reset or withdrawn at any time, without notice;

(c) not be covered by the same monitoring, support or security measures as production Services; and

(d) carry higher risk of data loss, asset loss, failure or abuse.

**No person should rely on Experimental Releases for productive or commercial use**, and no Experimental Release constitutes a representation or warranty that the corresponding production functionality will be made available on the same or similar terms.

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## 18. AI-Generated Content, Data and Analytics

Certain content, summaries, metrics, analytics, documentation, translations, chatbots, assistants or classifications made available through the Services, Official Channels or Documentation may be generated, augmented, curated or enhanced using artificial-intelligence, machine-learning or similar automated tools. Such output:

(a) may be incomplete, inaccurate, outdated, misleading or not applicable to your specific circumstances;

(b) should not be treated as advice, recommendation, or a substitute for your own independent research and professional advice;

(c) may reflect the limitations, biases and errors of the underlying models and data; and

(d) is provided without warranty, and the Operator accepts no liability for any reliance you may place on it.

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## 19. Maximum Limitation of Liability

To the maximum extent permitted by applicable Laws, and without prejudice to the limitations and exclusions set out in the Terms of Use, the Operator Parties shall not be liable for any direct, indirect, incidental, special, consequential, exemplary or punitive damages, including, without limitation, loss of profits, loss of revenue, loss of goodwill, loss of business, loss of opportunity, loss of anticipated savings, loss of reputation, loss of data, loss, theft, seizure, freezing, de-peg, depreciation or destruction of Digital Assets (including Overlaid Assets, the OVER token or any underlying stablecoin or other Digital Asset), or business interruption, arising out of or in connection with:

(a) your access to, use of, or inability to use, the Services, the Protocol, Overlaid Assets, the OVER token, any Third-Party Protocol, any Third-Party Service, any Wallet, or any Content;

(b) any of the risks, events, actions, inactions, failures, exploits, compromises or disruptions described in, or analogous to those described in, the Protocol Risk Disclosure;

(c) any action, omission or decision of any Governmental Authority, stablecoin issuer, Third-Party Protocol, oracle, validator, Multisig signer or other third party; or

(d) any other cause of action, whether based in contract, tort (including negligence), strict liability, breach of statutory duty or any other legal or equitable theory, and regardless of whether the Operator Parties have been advised of, or could have foreseen, the possibility of such damages, and even if any remedy provided in the Legal Framework is found to have failed of its essential purpose.

The aggregate liability of the Operator Parties under the Legal Framework (including these Disclaimers) is capped as set out in Section 12.5 of the Terms of Use, and nothing in these Disclaimers shall be interpreted as expanding such cap or creating additional liability.

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## 20. Indemnification, Dispute Resolution and Governing Law (Cross-Reference)

### 20.1 Indemnification

Your indemnification obligations in respect of the Services, the Protocol, Overlaid Assets and the OVER token are set out in Section 13 of the Terms of Use and are incorporated herein by reference.

### 20.2 Dispute Resolution

Any dispute, claim or controversy arising out of or in connection with these Disclaimers shall be resolved in accordance with Section 19 of the Terms of Use, including the informal-resolution step, binding arbitration under the BVI IAC Rules, the class-action waiver and the jury-trial waiver, each subject to the exceptions and opt-out mechanisms set out therein.

### 20.3 Governing Law

These Disclaimers are governed by, and shall be construed in accordance with, the laws of the British Virgin Islands, without regard to conflict-of-laws principles that would result in the application of the laws of any other jurisdiction.

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## 21. Jurisdictional Limitations and Severability

### 21.1 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain warranties, representations or liabilities, or the requirement to resolve disputes through arbitration, or certain provisions relating to consumer protection. To the extent any provision of these Disclaimers is held unenforceable in your jurisdiction, the remaining provisions shall continue to apply, and the unenforceable provision shall be deemed modified to reflect the maximum exclusion, limitation or restriction permitted by applicable Laws.

### 21.2 Severability

If any provision of these Disclaimers is held invalid, illegal or unenforceable by an arbitral tribunal or court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable, or, if that is not possible, severed from these Disclaimers, and the remaining provisions shall continue in full force and effect.

### 21.3 No Waiver

No failure or delay by the Operator in exercising any right or provision under these Disclaimers operates as a waiver of that right or provision. No single or partial exercise of any right precludes any further exercise of the same or any other right. Any waiver must be in writing signed by the Operator to be effective.

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## 22. Relationship with Other Documents; Conflicts

These Disclaimers form part of, and must be read together with, the Legal Framework. In the event of any inconsistency:

(a) between these Disclaimers and the Terms of Use, the Terms of Use shall prevail;

(b) between these Disclaimers and the Privacy Policy on privacy matters, the Privacy Policy shall prevail;

(c) between these Disclaimers and the Cookie Policy on cookie-related matters, the Cookie Policy shall prevail;

(d) between these Disclaimers and the Protocol Risk Disclosure on matters of technical or economic risk description, the Protocol Risk Disclosure shall be read as complementary and, where it provides additional detail, shall apply; and

(e) between these Disclaimers and the Regulatory Overview on matters of regulatory positioning, the Regulatory Overview shall prevail as to its subject matter.

Nothing in this Section 22 operates to reduce the scope of the disclaimers, warranty exclusions, liability limitations, indemnification obligations or dispute-resolution provisions set out in the Terms of Use.

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## 23. Changes to These Disclaimers

The Operator may modify these Disclaimers from time to time to reflect changes in the Services, applicable Laws, the Operator's business or other circumstances. When we do so, we will update the "Last Revised" date at the top of this document and may, where appropriate, provide additional notice by reasonable means (such as posting a notice on the Website, displaying an in-product banner or sending an electronic notice).

**Your continued access to or use of the Services after the effective date of any modified Disclaimers constitutes your acknowledgement and acceptance of the modified Disclaimers.** If you do not agree with any modification, you must stop using the Services.

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## 24. Contact

If you have any questions regarding these Disclaimers, please contact us at:

**Email:** business@overlayer.fi

**Mailing Address:** Overlayer Labs Ltd, as disclosed on the Website.

The Operator does not provide personalized advice, recommendations or opinions on the suitability of the Services, any Digital Asset, any strategy or any Third-Party Protocol for you.

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*These Legal Disclaimers are designed to operate in conjunction with the Terms of Use, the Privacy Policy, the Cookie Policy, the Protocol Risk Disclosure and the Regulatory Overview, each as made available through the Website and updated from time to time.*