Terms of Use
Version: 1.0
Last Revised: April 2026
Important Notice — Please Read Carefully
These Terms of Use (the "Terms") govern your access to, and use of, the Services (as defined below) 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").
The Services relate to novel, experimental and highly technical blockchain and decentralized finance ("DeFi") technology. Interacting with the Services, the Overlayer Protocol, Overlaid Assets, the OVER token or any related component involves a high degree of risk, including the risk of total and permanent loss of all Digital Assets you use or deploy in connection with them.
No person or entity within or associated with the Overlayer ecosystem — including Overlayer Labs, the Overlayer Foundation, any contributor, multisig signer, governance participant, community member, grant recipient, or independent third party — guarantees the performance, value, stability, regulatory treatment, solvency or liquidity of any Digital Asset, smart contract, protocol, integration or strategy.
By accessing, browsing or using the Services in any manner — including by clicking "I agree", "Connect wallet", or any similar button — you confirm that you have read, understood and unconditionally accepted these Terms in their entirety, together with the Protocol Risk Disclosure, the Privacy Policy, the Cookie Policy, the Legal Disclaimers, and the Regulatory Overview. If you do not understand or do not accept these Terms, you must not access or use the Services.
These Terms contain a binding arbitration agreement, a class action and jury trial waiver, a cap on the Operator's liability, a broad indemnity, and comprehensive disclaimers of warranty. These provisions materially affect your legal rights.
1. Parties, Scope and Relationship
1.1 Contracting Party
These Terms form a binding legal agreement solely between you (the "User", "you" or "your") and the Operator. The Operator's registered office is at its BVI registered address (as disclosed from time to time on the Website). Unless explicitly stated otherwise in a separate written agreement signed with you, your only contractual counterparty under or in connection with the Services is the Operator.
1.2 Role of the Overlayer Foundation and 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 other entities such as special purpose vehicles, associations, wrapper structures, grant vehicles or similar bodies (together with the Foundation, the "Ecosystem Entities").
The Foundation and the other Ecosystem Entities exist for their own separate purposes, which may include intellectual property ownership, brand stewardship, treasury management for their own account, grant-making, and high-level governance coordination. Unless expressly set out in a separate written agreement signed with you:
(a) the Foundation and any other Ecosystem Entity is not a party to these Terms;
(b) the Foundation and any other Ecosystem Entity does not provide the Services to you and does not owe you contractual, custodial, fiduciary, advisory or agency duties;
(c) no Ecosystem Entity guarantees, sponsors or assumes liability for any Service, the Protocol, any Overlaid Asset, the OVER token, or any third-party integration; and
(d) no action, communication, grant, funding decision or governance activity of any Ecosystem Entity shall be construed as creating any obligation of the Operator or any Ecosystem Entity towards you.
1.3 No Fiduciary, Advisory, Custodial or Agency Relationship
These Terms create a contractual relationship only between you and the Operator. They do not create, and nothing in the Services shall be deemed to create:
(a) any fiduciary, advisory, brokerage, dealing, custodial, trust, partnership, joint venture, employment or agency relationship;
(b) any deposit-taking, banking or payment-service relationship;
(c) any investment management, portfolio management, collective investment, alternative investment fund, or similar relationship;
(d) any obligation on the part of the Operator to act in your best interest, assess suitability of any transaction, or monitor your positions, holdings or activities;
(e) any contractual relationship between you and the Protocol, any smart contract, any Ecosystem Entity, any governance participant, any OVER token holder, any contributor, or any third party referred to in, or integrated with, the Services; or
(f) any warranty, guarantee or representation of any kind, except as expressly stated in these Terms.
1.4 Users Acting on Behalf of Entities
If you access or use the Services on behalf of a company, organization, partnership, trust, fund or other entity, then "you" and "your" refers to you individually and to such entity jointly and severally, and you represent and warrant that (i) you are duly authorized to bind that entity, (ii) you have full power and authority to enter into these Terms on that entity's behalf, and (iii) that entity and you each agree to be bound by these Terms.
2. Definitions
Capitalized terms used but not defined elsewhere in these Terms have the following meanings:
"App" means the web, mobile or other application interface made available at dapp.overlayer.fi or any successor or associated domain or path, through which Users may construct transaction data to interact with the Protocol.
"Content" means all text, data, graphics, images, videos, software, code, Documentation, blog posts, FAQs, analytics, dashboards, simulations, marketing materials, presentations, communications and any other material made available through the Services.
"Digital Asset" means any cryptographic token, coin, receipt token, wrapped asset or other digital representation of value, whether fungible or non-fungible, including, without limitation, stablecoins, Overlaid Assets, the OVER token, and any governance, utility, receipt or protocol tokens.
"Documentation" means all technical documentation, whitepapers, litepapers, FAQs, user guides, developer guides and similar content made available in connection with the Services (including at docs.overlayer.fi).
"Governmental Authority" means any national, supranational, federal, state, provincial, local or other governmental, regulatory, judicial, administrative, self-regulatory or public authority, agency, commission, court, tribunal or body.
"Interface" means, collectively, the Website, the App, any dashboards, portals, SDKs, APIs, developer tools and related front-ends, widgets, plugins or similar means of accessing or interacting with the Protocol that are operated by, or on behalf of, the Operator.
"Laws" means all applicable laws, statutes, treaties, regulations, rules, directives, by-laws, ordinances, decisions, notices, circulars, orders, judgments, decrees, guidance and enforcement positions of any Governmental Authority that may apply to you or to your use of the Services, including, where relevant: (i) the EU Regulation (EU) 2023/1114 on Markets in Crypto-Assets ("MiCA"); (ii) the United States Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (the "GENIUS Act"); (iii) any virtual asset service provider ("VASP") regime applicable to you; (iv) any sanctions regime administered by the United States Office of Foreign Assets Control ("OFAC"), the European Union, the United Kingdom, the United Nations or similar authorities; (v) any anti-money laundering ("AML") or counter-terrorist financing ("CFT") regime; (vi) securities, commodities, derivatives, banking, payment-services, e-money, consumer-protection and tax Laws; and (vii) any successor or analogous legal framework.
"OVER" or the "OVER Token" means the utility and governance token of the Overlayer ecosystem, as further described in the Documentation.
"Overlaid Assets" means, collectively, Digital Assets generated by or through the Protocol that are designed to represent, in a programmable and composable format, a claim in rem against smart-contract-held positions in one or more underlying Digital Assets allocated into Third-Party Protocols, including but not limited to tokens marketed as "C+" or any similar receipt token. Overlaid Assets do not create any direct claim against the Operator, the Foundation, any Ecosystem Entity, or any other legal person for redemption in any fiat currency or at any fixed par value.
"Prohibited Jurisdiction" has the meaning given in Section 5.2.
"Prohibited Person" has the meaning given in Section 5.3.
"Protocol" or "Overlayer Protocol" means the set of open-source, autonomous and permissionless smart contracts and related on-chain components deployed on one or more public blockchains, which may (i) accept deposits of supported Digital Assets, (ii) route such Digital Assets into Third-Party Protocols, and (iii) mint, burn and administer Overlaid Assets. The Protocol is not a legal person, is not operated or controlled by the Operator in a custodial capacity, and cannot be a party to these Terms.
"Services" means, collectively, the Website, the App, the Documentation, the Interface, any developer tools, SDKs, APIs, dashboards, analytics, test environments, Official Channels operated by or on behalf of the Operator, and any other features, tools, services or content made available by, or on behalf of, the Operator that reference or link to these Terms. For the avoidance of doubt, the Protocol is not part of the Services.
"Third-Party Protocols" means any DeFi protocol, money market, lending or borrowing market (including, without limitation, Aave V3 and its successors or forks), liquidity protocol, staking or restaking protocol, aggregator, decentralized exchange, automated market maker, bridge, oracle network or similar on-chain system, in each case not operated or controlled by the Operator or any Ecosystem Entity.
"Third-Party Services" means any wallet, browser extension, hardware wallet, exchange, custodian, bridge, oracle, RPC provider, indexer, analytics provider, website, platform, dApp, messaging provider, node provider, validator or other infrastructure or service that is not operated or controlled by the Operator or any Ecosystem Entity.
"U.S. Person" has the meaning given in Regulation S under the U.S. Securities Act of 1933, as amended, or any successor definition, and also includes any person deemed a "United States person" under other applicable U.S. Laws.
"Wallet" means a self-custodial cryptographic wallet, whether software- or hardware-based, used by you to sign and broadcast transactions and to hold the private keys or signing authority over Digital Assets.
"Website" means overlayer.fi, dapp.overlayer.fi, docs.overlayer.fi and any other domain or subdomain operated by or on behalf of the Operator that references or links to these Terms.
3. The Services
3.1 Nature of the Services
The Services are provided solely as a non-custodial, informational and technical interface to autonomous blockchain systems. Through the Services you may, among other things:
(a) view information about the Protocol, Overlaid Assets, the OVER token, supported assets, pools, strategies, yield rates and Third-Party Protocols;
(b) configure transaction parameters (such as asset, pool, chain, amount, recipient, allocation or routing parameters); and
(c) construct transaction data that you alone may choose to sign and broadcast using your own Wallet and signing tools.
The Services merely display blockchain and off-chain data and reduce the technical complexity of interacting with the Protocol and certain Third-Party Protocols. The Services are not necessary to access the Protocol: you may interact with the Protocol directly on-chain, or through any third-party interface, at your own risk and entirely outside these Terms.
3.2 Interface vs. Protocol
You acknowledge and agree that:
(a) the Interface is operated by the Operator and is distinct from the Protocol;
(b) the Protocol is open-source, permissionless, autonomous smart-contract software deployed on public blockchains, is not a legal person, cannot be a party to these Terms, and is not controlled by the Operator in any custodial or discretionary capacity;
(c) your use of the Interface is governed by these Terms, while your direct on-chain interactions with the Protocol are governed solely by the Protocol's smart contract code and the rules and consensus of the applicable blockchain;
(d) the Operator does not guarantee that any information displayed through the Interface is complete, accurate, current, uninterrupted or error-free; and
(e) the Interface may at any time be unavailable, modified, restricted, suspended, replaced or discontinued, in whole or in part, with or without notice.
3.3 Modular Architecture
The Protocol and Services are designed as a modular system that may include, without limitation: (i) core Overlayer mint and burn contracts and wrapping-engine modules; (ii) strategy and routing modules that interact with external DeFi money markets and other Third-Party Protocols; (iii) interoperability, messaging or bridging layers; (iv) oracle and price-feed integrations; and (v) third-party interfaces, SDKs and tools. There is no guarantee that any specific component is or will remain available, maintained, supported, secure or compatible, or that all Users interact with the same components.
3.4 Third-Party Protocols and Third-Party Services
The Services may display information about, or provide routing to, Third-Party Protocols (including, without limitation, Aave V3) and Third-Party Services. The Operator does not operate, control, audit, endorse, vet, supervise or assume responsibility for any Third-Party Protocol or Third-Party Service. Your use of any Third-Party Protocol or Third-Party Service is solely at your own risk and subject to that third party's own terms, fees and policies. Any dispute relating to a Third-Party Protocol or Third-Party Service is solely between you and the applicable third party.
3.5 Wallets and Transaction Signing
To use certain Services, you must connect a self-custodial Wallet. Your relationship with the Wallet provider is governed solely by that provider's own terms and policies. The Operator:
(a) has no control over, and no access to, your Wallet, private keys, seed phrases, signing credentials or the Digital Assets held therein;
(b) is not a party to any transaction that you sign and broadcast through any Wallet;
(c) does not hold possession, custody or control over any Digital Assets appearing in the Interface; and
(d) accepts no responsibility or liability for your use of any Wallet, including without limitation for any loss, theft, compromise, misuse or malfunction thereof.
3.6 Updates, Monitoring and Availability
The Operator may, from time to time, make improvements, modifications or updates to the Services, including changes to the underlying software, infrastructure, security protocols, Documentation, technical configurations, service features, supported assets or supported networks (the "Updates"), and may add, remove or restrict access to certain functionalities, assets or jurisdictions. Your continued access to and use of the Services is subject to all such Updates.
The Operator is not obligated to monitor access to, participation in, or communications through, the Services, but reserves the right to do so to operate the Services, ensure compliance with these Terms, comply with Laws, or protect its rights, property and Users.
3.7 No Fees Charged by the Operator; Network, Protocol and Third-Party Fees
As of the Last Revised date of these Terms, the Operator does not charge fees for access to the Services or the Interface. However:
(a) transactions on public blockchains typically require payment of network ("gas") fees to validators, miners or sequencers, which are determined by the applicable blockchain and are independent of, and not charged or controlled by, the Operator;
(b) the Protocol, Third-Party Protocols and Third-Party Services may charge protocol fees, performance fees, management fees, routing fees, swap fees, bridge fees, spreads or similar fees;
(c) any display of such fees via the Interface is for your convenience only, may be an estimate, and may be incomplete, inaccurate or out of date; and
(d) all such fees are non-refundable, and the Operator cannot reverse, alter, cancel, mitigate or refund them.
You are solely responsible for reviewing applicable fee schedules and transaction details before signing any transaction. The Operator reserves the right, in the future, to introduce, change or remove fees for any portion of the Services, subject to notice as required by applicable Laws.
3.8 Taxes
You are solely responsible for determining whether, and to what extent, any taxes, duties, levies, withholdings or similar charges apply to your activities in connection with the Services, the Protocol, Overlaid Assets, the OVER token or any Third-Party Protocol, and for withholding, collecting, declaring, reporting and remitting the correct amounts to the appropriate tax authorities. The Operator does not provide tax advice, does not issue tax reports on your behalf, and is not responsible for determining any tax consequences of your activities.
4. Nature of Overlayer — What the Operator Is and Is Not
4.1 Negative Definition
You acknowledge, agree and represent that neither the Operator nor any Ecosystem Entity is intended to provide, or shall be construed as providing, any of the following, and that the Services shall not be interpreted as including:
(a) taking deposits or other repayable funds from the public;
(b) issuance of electronic money, e-money tokens (EMTs), payment stablecoins, asset-referenced tokens (ARTs), or other payment instruments;
(c) provision of payment services, money remittance, money transmission, or money-services-business activities;
(d) 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, or clearing and settlement services;
(f) portfolio management, investment advice, investment recommendations, financial planning, financial advisory, or operation of a collective investment scheme, alternative investment fund, pooled vehicle, or similar product;
(g) insurance, capital-guarantee, principal-protection or yield-guarantee products;
(h) custody, safekeeping or administration of Digital Assets, private keys, seed phrases or other credentials on behalf of any other person;
(i) credit, lending, borrowing, margin or leverage services provided by the Operator as principal; or
(j) the issuance of securities, investment contracts, derivatives, or any financial instruments on behalf of any person.
4.2 No Licensing, Authorization or Registration
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 the Operator, the Foundation, any 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 is subject to the supervision of any Governmental Authority, except where expressly stated in writing.
4.3 Non-Custodial Architecture
At no point does the Operator (or, in connection with the Services, the Foundation or any other Ecosystem Entity) take custody, possession, or control of your Digital Assets, Wallet, private keys, seed phrases, or signing credentials. You retain full control over your Digital Assets, keys and credentials at all times. All transfers of Digital Assets occur directly on-chain between addresses that you (or your designated third parties) control and smart contracts of the Protocol or Third-Party Protocols.
4.4 Reserved Rights of the Operator
Without limiting any other provision of these Terms, the Operator reserves the right, at any time and in its sole discretion, to:
(a) restrict, suspend, terminate or modify your access to any portion of the Services;
(b) disable or remove support for particular Digital Assets, pools, strategies, chains or integrations;
(c) implement or modify geo-blocking, IP-blocking, Wallet screening, sanctions screening, front-end access restrictions or similar controls;
(d) display, reorder, curate or remove information on the Interface; and
(e) take any other action the Operator reasonably considers necessary or appropriate to comply with Laws, protect itself, its affiliates, its Users or third parties, or maintain the integrity or security of the Services.
No exercise or non-exercise of any such right shall give rise to any liability of the Operator or any Ecosystem Entity to you.
5. Eligibility, Prohibited Persons and Geographic Restrictions
5.1 Eligibility
You may access or use the Services only if all of the following are true and remain true at all times:
(a) you are at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, whichever is higher;
(b) you have full legal capacity and authority to enter into, and to be bound by, these Terms and any transaction you initiate through the Services;
(c) you are not a Prohibited Person and you are not accessing the Services from, or resident in, a Prohibited Jurisdiction;
(d) you are financially and technically sophisticated enough to evaluate the risks of Digital Assets, smart contracts, DeFi protocols, stablecoins, receipt tokens and related instruments, and you have received (or expressly waived) independent professional advice as you consider appropriate;
(e) your access to, and use of, the Services complies at all times with all Laws that apply to you; and
(f) you are not using the Services to evade, conceal, circumvent or facilitate the evasion of sanctions, AML/CFT, tax, securities, consumer-protection, banking or other Laws.
5.2 Prohibited Jurisdictions
You may not access or use the Services if you are a citizen, resident, tax-resident, national, legal person organized or registered in, located in, physically present in, or operating from, any of the following jurisdictions or territories (the "Prohibited Jurisdictions"): Abkhazia, Afghanistan, Angola, Belarus, Burundi, Central African Republic, Congo (Democratic Republic and Republic of), Cuba, Crimea, Ethiopia, Guinea-Bissau, Iran, Ivory Coast (Côte d'Ivoire), Lebanon, Liberia, Libya, Mali, Burma (Myanmar), Nicaragua, North Korea (DPRK), Northern Cyprus, Russia, Somalia, Somaliland, South Ossetia, South Sudan, Sudan, Syria, the Donetsk and Luhansk regions of Ukraine, the United States of America and its territories and possessions, Venezuela, Yemen and Zimbabwe, together with any other country, region, territory or jurisdiction:
(a) that is subject to comprehensive sanctions administered by OFAC, the European Union, the United Kingdom, the United Nations or similar authorities;
(b) that is designated as a "state sponsor of terrorism" or a "high-risk jurisdiction" by any such authority; or
(c) that the Operator may, in its sole discretion and at any time, designate as a Prohibited Jurisdiction.
5.3 Prohibited Persons
A "Prohibited Person" is any person or entity that:
(a) is listed on, or owned or controlled (directly or indirectly, individually or in aggregate of 50% or more) by, any person listed on, the U.S. Specially Designated Nationals and Blocked Persons List, Sectoral Sanctions Identifications List, Foreign Sanctions Evaders List, consolidated EU sanctions list, UK sanctions list, Swiss sanctions list, UN Consolidated Sanctions List, or any analogous sanctions or restricted-party list;
(b) is a citizen, national, resident, tax-resident or legal person organized or registered in, located in, or operating from, a Prohibited Jurisdiction;
(c) is a senior political figure or immediate family member or close associate thereof, where this would make your use of the Services a violation of applicable sanctions or AML/CFT Laws;
(d) has been previously suspended or removed from accessing the Services for cause, or for whom the Operator's Wallet screening, IP screening or other checks have returned a positive match;
(e) is otherwise a party with which the Operator is prohibited from dealing under applicable Laws; or
(f) is acting on behalf of, or in concert with, any of the foregoing.
5.4 EU/EEA and Other Restrictions on Overlaid Assets
Without limiting the generality of Section 5.2 or Section 5.3, the acquisition, minting, subscription or distribution of Overlaid Assets is 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 the Operator, the Foundation or any Ecosystem Entity to obtain a licence, registration, authorization, passport, whitepaper notification or other consent that has not been obtained.
5.5 Self-Certification; Your Responsibility
You represent and warrant, each time you access or use the Services, that you are eligible under Sections 5.1 through 5.4 and are not a Prohibited Person. You agree to promptly cease all access to and use of the Services if you cease to be eligible.
5.6 Technical Controls Are Imperfect; User Remains Responsible
The Operator may, but is not obliged to, implement technical or organizational measures to restrict access by Prohibited Persons, from Prohibited Jurisdictions, or in respect of Overlaid Assets. Such measures may include, without limitation, IP-based geo-blocking, Wallet address screening, sanctions screening, front-end access gating, country-of-origin checks and similar controls. You acknowledge that:
(a) such measures are inherently imperfect and may be circumvented, intentionally or inadvertently;
(b) the Operator makes no representation, warranty or guarantee of their effectiveness;
(c) the absence or imperfection of any such measure shall not be deemed a waiver by the Operator of any right or protection under these Terms; and
(d) you alone remain responsible for ensuring that you are not a Prohibited Person, that you are not accessing the Services from a Prohibited Jurisdiction, and that your use of the Services is lawful.
5.7 Circumvention Prohibited
You shall not, and shall not attempt to, use any virtual private network, proxy, decentralized VPN, Tor-like technology, relay, geolocation spoofer, identity spoofer, Wallet mixer, sanctioned Wallet, third-party front-end or other technology, intermediary or arrangement to circumvent, disguise or evade any technical control, geo-block, screening or eligibility requirement of the Services. Any such circumvention is an immediate and material breach of these Terms.
6. Nature of Overlaid Assets
6.1 Receipt Token Characterization
Overlaid Assets are intended to function, and are legally and technically characterized, as non-custodial receipt tokens (conceptually analogous to liquid staking tokens and DeFi wrapper tokens such as aTokens) representing a cryptographic proof of a User's pro-rata interest in a smart-contract-held deposit into one or more Third-Party Protocols. Overlaid Assets:
(a) are Digital Assets created, minted and burned autonomously by smart contracts on public blockchains;
(b) represent a claim in rem against the Digital Assets held within the relevant smart contracts of the Protocol, and not a personal credit claim (in personam) against the Operator, the Foundation, any Ecosystem Entity or any other legal person;
(c) are redeemable only on a crypto-to-crypto basis (Overlaid Asset against the relevant underlying Digital Asset) pursuant to the code of the relevant smart contracts, and are not redeemable by the Operator, the Foundation or any Ecosystem Entity for any fiat currency, bank deposit, central bank money, monetary value, electronic money or other payment instrument;
(d) do not constitute, and shall not be construed as: (i) an electronic money token (EMT) or asset-referenced token (ART) under MiCA; (ii) a "payment stablecoin" under the GENIUS Act; (iii) "electronic money" or a "deposit" under any applicable EU, UK or other directive; (iv) a security, investment contract, share, participation, note or other financial instrument; or (v) a liability, debt, deposit or obligation of the Operator, the Foundation or any Ecosystem Entity;
(e) are not guaranteed or insured by the Operator, the Foundation, any Ecosystem Entity, any government, any deposit-insurance scheme (including the U.S. Federal Deposit Insurance Corporation) or any similar body; and
(f) do not entitle the holder to any ownership interest, equity, dividend, revenue share, profit share or distribution from the Operator, the Foundation or any Ecosystem Entity.
6.2 No Peg Management
The Operator does not actively manage, defend or guarantee any price, peg, parity or stability of any Overlaid Asset. To the extent that Overlaid Assets reference or track a value, such tracking is the passive, mechanical result of smart-contract composition and market-driven arbitrage, and may break, deviate, be delayed, suspended or fail.
6.3 Yield Is Not Paid by the Operator
Any yield, interest, incentive, reward or additional value associated with Overlaid Assets is:
(a) generated by Third-Party Protocols (such as Aave V3 and its successors, forks or equivalents), by the underlying deposits and by market forces entirely outside the control of the Operator;
(b) passed through programmatically by smart contracts, not paid, granted, promised or guaranteed by the Operator, the Foundation or any Ecosystem Entity from its own balance sheet, reserves, profits or any other source;
(c) variable, non-guaranteed, subject to change at any time, and may be reduced to zero or become negative; and
(d) subject to all of the risks set out in Section 8 and the Protocol Risk Disclosure.
6.4 Reliance on Third-Party Stablecoins and Third-Party Protocols
Overlaid Assets rely, directly or indirectly, on third-party stablecoins (such as USDC and USDT), third-party lending protocols (such as Aave V3), third-party oracles, third-party price feeds and related infrastructure. The Operator does not control, and is not responsible for: (i) the issuance, redemption, reserves, management or peg of any third-party stablecoin; (ii) the solvency, governance, security, code, parameters or operation of any Third-Party Protocol; (iii) the accuracy, availability or integrity of any oracle or price feed; or (iv) any action, omission, restriction, freeze, seizure, blacklisting or enforcement measure by any issuer of, or authority over, such third-party instruments.
If any such third-party stablecoin de-pegs, is frozen, blacklisted, redeemed selectively, halted, depreciated, or otherwise impaired, or if any Third-Party Protocol suffers an exploit, governance attack, parameter change, insolvency, liquidity crisis or technical failure, the value, liquidity, redeemability, operability and yield of Overlaid Assets may be materially and adversely affected, and you may suffer partial or total loss of your Digital Assets.
7. Nature of the OVER Token
7.1 Purpose
The OVER token is intended to serve solely as a utility and governance token used to coordinate the Overlayer ecosystem, including, where applicable, participation in governance, signalling, voting, accessing certain features or paying for certain on-chain actions.
7.2 OVER Is Not a Security or Investment
Without limiting Section 4.1, you acknowledge and agree that the OVER token:
(a) is not a security, investment contract, share, bond, note, derivative, collective-investment-scheme unit, equity, debt, profit share, revenue share, distribution right or financial instrument under any applicable Law;
(b) does not entitle the holder to any ownership, equity, profit, dividend, revenue share, distribution, liquidation preference, or residual claim on any assets of the Operator, the Foundation or any Ecosystem Entity;
(c) has no intrinsic value, and there is no guarantee that it will retain any particular value, or that any liquid secondary market for it will exist or continue to exist;
(d) should not be acquired, held, sold or transferred with any expectation of profit arising predominantly from the efforts of the Operator, the Foundation, any Ecosystem Entity or any third party;
(e) may lose all of its economic or functional value at any time, including as a result of regulatory action, technical failure, governance decision, market conditions, loss of utility or otherwise;
(f) may be subject to lock-ups, vesting, burn mechanisms, dilution, emission schedules, supply changes, migration to successor tokens or other structural changes pursuant to governance, tokenomics or protocol decisions; and
(g) may be subject to additional terms, rules or restrictions set out in separate token documentation, which shall apply in addition to (and, to the extent of any inconsistency with these Terms, shall take precedence over these Terms with respect to the OVER token).
7.3 No Offer; No Fundraising
Nothing in the Services, these Terms, the Documentation or any related communication constitutes an offer, solicitation, recommendation or invitation to buy, sell, subscribe for, trade or hold the OVER token or any other Digital Asset in any jurisdiction, nor an offer of securities, a prospectus, a whitepaper of record, or any regulated communication under any Law.
8. Assumption of Risk and Risk Disclosures
You acknowledge that your use of the Services and your interaction with the Protocol, Overlaid Assets, the OVER token and Third-Party Protocols involve substantial, unique and novel risks that could result in the partial or total, permanent and irreversible loss of your Digital Assets. The risks described below are not exhaustive and should be read in conjunction with the Protocol Risk Disclosure, Legal Disclaimers and the Regulatory Overview.
8.1 Smart Contract and Technology Risk
Smart contracts and related on-chain components are complex software that may contain bugs, vulnerabilities, logic errors, economic-design flaws or exploits, which may be leveraged to steal, freeze or otherwise lose Digital Assets, or to cause permanent malfunction of components. Audits, formal verification, bug bounty programs and peer review — where conducted — do not guarantee the absence of vulnerabilities or failures. Upgrades, parameter changes, governance actions, forks, migrations and integrations may introduce new risks. Network-level issues such as congestion, reorgs, censorship, validator misbehaviour, MEV extraction, front-running, hard forks or downtime may affect the timing, ordering or outcome of your transactions, including causing them to fail, be delayed or be executed at unfavourable conditions.
8.2 Third-Party Protocol and Counterparty Risk
The Protocol and Services rely on, and route Digital Assets into, Third-Party Protocols (including, without limitation, Aave V3) that are beyond the control of the Operator. Each Third-Party Protocol has its own governance, upgrade processes, risk parameters, collateral rules, liquidation mechanics, oracle dependencies and failure modes. Exploits, oracle manipulations, governance attacks, parameter changes, economic de-pegs, insolvency events, liquidity crunches or shutdowns affecting any Third-Party Protocol or any third-party stablecoin may cause sudden, permanent and irreversible losses. Custodial or semi-custodial third parties (such as centralized exchanges, issuers of stablecoins or custodians) carry their own operational, credit, regulatory and counterparty risks, including the risk of default, hack, asset freeze, blacklisting, seizure or regulatory action.
8.3 Oracle, Data and Infrastructure Risk
Where the Protocol or any Third-Party Protocol relies on price feeds, oracles or external data, incorrect, stale, delayed or manipulated data, outages or misconfigurations may cause losses. Off-chain infrastructure, including RPC providers, indexers, front-ends, hosting, CDNs and DNS, may become unavailable, unreliable or compromised, which may affect your ability to view positions, sign transactions or interact with the Protocol. DNS hijacking, BGP hijacking, phishing, clone-site attacks, malicious browser extensions, supply-chain attacks and similar incidents may cause you to interact with malicious clones of Interfaces or fraudulent contract addresses. It is your responsibility to verify domains, URLs, contract addresses and integrations.
8.4 Stablecoin, Overlaid Asset and Market Risk
Many Overlaid Assets are intended to reflect underlying stablecoins or other crypto-assets. Stablecoins may lose their peg, become illiquid, be frozen, blacklisted, selectively redeemed, or become unavailable due to regulatory, operational, legal or market events. The Protocol may aim to maintain an on-chain correspondence between Overlaid Assets and underlying assets, but this design can and may fail, including as a result of smart contract exploits, misconfigurations, third-party failures, oracle failures or extreme market conditions. Crypto-asset markets, including markets for Overlaid Assets, are highly volatile and may become effectively illiquid, and values may fluctuate dramatically over short periods, including to zero. In stress scenarios, you may be unable to exit positions or may incur severe slippage and permanent loss of value.
8.5 Liquidation and Collateral Risk
To the extent the Protocol or any Third-Party Protocol uses collateralization, liquidation thresholds, health-factor mechanisms or similar tools, you may be liquidated when thresholds are breached, including in fast-moving markets, gas-congested networks or oracle-failure scenarios. Liquidations may occur at unfavourable prices, may cascade across protocols, and may result in loss of collateral beyond your initial expectations.
8.6 Governance, Upgrade and Multisig Risk
Certain aspects of the Protocol, Interface or associated Digital Assets may be controlled, parameterized, upgraded, paused or deprecated by on-chain governance, off-chain governance, multi-signature wallets ("Multisigs") or similar mechanisms. Such governance and Multisig signers may be third parties outside the control of the Operator. Governance decisions and Multisig actions can (i) modify the risk profile of your positions, (ii) require migration to new contracts, (iii) change economic parameters, (iv) add or remove supported assets, (v) pause the Protocol or (vi) cause other material changes. The Operator cannot be held liable for actions or inactions of governance participants or Multisig signers, including those of Multisigs not controlled by the Operator.
8.7 Regulatory Risk
The legal and regulatory treatment of crypto-assets, DeFi protocols, stablecoins, receipt tokens and governance tokens is uncertain, evolving and inconsistent across jurisdictions. New Laws, guidance, interpretations, enforcement actions or court decisions may materially impact the Protocol, Overlaid Assets, the OVER token or the Services, including by limiting, restricting, suspending or prohibiting their functionality, accessibility or utility, requiring modifications or shut-down, or exposing you to penalties, seizures, forced redemptions or other enforcement actions. The Operator reserves the right to restrict, suspend or discontinue access to the Services, in whole or in part, from any jurisdiction, at any time, and without prior notice or liability.
8.8 Tax Risk
Transactions involving Digital Assets, Overlaid Assets and the OVER token may have significant tax consequences for you (including, without limitation, income, capital gains, VAT, withholding or similar taxes). Tax treatment may vary by jurisdiction and by the specific structure of each transaction, and may change with little or no notice. You are solely responsible for determining and complying with all applicable tax obligations.
8.9 Irreversibility of Transactions
All blockchain transactions are final and, once confirmed, are generally irreversible. The Operator does not and cannot reverse, cancel, undo, correct or recover Digital Assets sent to an incorrect address, on an incorrect network, using an incorrect parameter, or as a result of phishing, user error, key loss, or any other event.
8.10 Forward-Looking Statements
Documentation, whitepapers, litepapers, roadmaps, blog posts, social-media posts, community calls and other public communications may contain forward-looking statements regarding product development, tokenomics, reserve indices, ecosystem growth or strategic direction. Such statements are based on current expectations and assumptions as of the date made, involve known and unknown risks, uncertainties and other factors, and are subject to change. Actual events, results, developments or parameters may differ materially from those expressed or implied in any forward-looking statement. The Operator undertakes no obligation to update, revise or publicly release any revision to any forward-looking statement except as required by Law.
8.11 Acknowledgement
By using the Services, you expressly:
(a) acknowledge that you have read, understood and accepted the risks described above and in the Protocol Risk Disclosure;
(b) represent that you are financially and technically sophisticated enough to evaluate them;
(c) accept that you may lose all or a substantial portion of the value of any Digital Assets you interact with; and
(d) agree that you are solely responsible for your decisions, transactions and risk management, and that neither the Operator, the Foundation nor any Ecosystem Entity shall have any liability for any loss or damage arising out of or related to any such risk, except to the extent expressly provided in Section 12.
If you do not understand or do not accept these risks, you must not use the Services or interact with the Protocol, Overlaid Assets or the OVER token.
9. User Representations, Warranties and Covenants
By accessing or using the Services, you represent, warrant, acknowledge and covenant, on a continuing basis, that:
(a) you have read, understood and accepted these Terms in their entirety;
(b) you meet all eligibility requirements in Section 5;
(c) you are not a Prohibited Person and you are not accessing the Services from, or resident in, a Prohibited Jurisdiction;
(d) you have full right, power and authority to enter into and perform these Terms, and each transaction you initiate;
(e) you are not using the Services to conduct, facilitate, conceal or further any fraud, money laundering, terrorist financing, sanctions evasion, market manipulation, insider dealing, tax evasion or any other unlawful activity;
(f) the Digital Assets you use in connection with the Services are your own, have been lawfully obtained, and their source is not connected to any unlawful activity;
(g) you have obtained (or expressly waived) independent legal, financial, tax and other professional advice to the extent you consider appropriate;
(h) you understand that the Services, the Protocol, Overlaid Assets and the OVER token are experimental and high-risk, and you accept this risk in full;
(i) you will comply with all applicable Laws in connection with your use of the Services, and with all contractual arrangements you enter into with any third party;
(j) you will not rely on the Operator to monitor your activities or protect your interests;
(k) you will not attempt to circumvent any technical or organizational access control of the Services or any Law applicable to you;
(l) the information you provide to the Operator (including any email or other contact information) is true, accurate and not misleading, and will be kept up to date;
(m) you understand that the Operator, in its sole discretion, may restrict, suspend or terminate your access to the Services at any time for any reason or no reason, and without prior notice or liability; and
(n) no Governmental Authority, counterparty or regulator has imposed on you any prohibition, restriction, injunction or order that would prevent you from using the Services.
You agree to promptly notify the Operator if any of the foregoing representations ceases to be true.
10. Prohibited Uses
You must not, and must not attempt, assist, facilitate or permit any third party to, use the Services in any manner that:
(a) violates any applicable Law;
(b) contributes to, conceals or facilitates money laundering, terrorist financing, proliferation financing, sanctions evasion, fraud, tax evasion, market manipulation, insider dealing or any other unlawful activity;
(c) circumvents or attempts to circumvent any geo-block, IP-block, Wallet screening, sanctions screening, eligibility control or other access restriction of the Services (including by using VPNs, proxies or similar technologies for that purpose);
(d) exploits, attacks, interferes with or compromises the security, integrity or availability of any blockchain, smart contract, Wallet, the Services or any related infrastructure, including through denial-of-service, distributed denial-of-service, injection, brute force, reverse engineering, or scraping attacks;
(e) uses bots, spiders, crawlers, scrapers, automated agents, headless browsers or similar technology to extract, collect or harvest data from, or to overload, the Services, in violation of technical or legal restrictions;
(f) uses any data mining, data scraping, data harvesting or similar data-gathering or extraction methods, or develops or uses any automated system to generate excessive requests to the Services;
(g) downloads, modifies, copies, distributes, transmits, displays, performs, reproduces, duplicates, publishes, licenses, creates derivative works from, sells, rents, leases or offers for sale any portion of the Services or Content, except as expressly permitted by these Terms or applicable Law;
(h) duplicates, decompiles, reverse-engineers, disassembles or decodes any portion of the Services;
(i) uses, reproduces or removes any copyright, trademark, service mark, trade name, slogan, logo, image, proprietary notation, disclaimer or other proprietary notice;
(j) introduces viruses, Trojan horses, worms, logic bombs, malicious code, harmful data or similar components into, or through, the Services;
(k) submits, transmits, posts or stores any content that is unlawful, infringing, defamatory, obscene, threatening, harassing, abusive, hateful, deceptive, misleading, fraudulent or otherwise objectionable;
(l) infringes or misappropriates any intellectual property, privacy, publicity or other right of any third party;
(m) impersonates any person or entity, misrepresents your affiliation with any person or entity, or forges headers or otherwise manipulates identifiers to disguise the origin of any content or communication;
(n) uses the Services for any commercial, resale or redistribution purpose, except as expressly permitted by the Operator in writing;
(o) interferes with other Users' use of the Services;
(p) uses the Services to perform market manipulation (including spoofing, wash trading, layering, front-running, sandwich attacks or similar), governance-capture attacks, oracle manipulation, sybil attacks, or any similar on-chain or off-chain abuse; or
(q) is otherwise abusive, harmful, unfair or deceptive.
The Operator may, in its sole discretion, investigate and take any action it considers appropriate in respect of any suspected prohibited use, including suspension or termination of access, reporting to Governmental Authorities, cooperation with law enforcement, blacklisting of Wallet addresses and legal proceedings.
11. Intellectual Property
11.1 Ownership of the Services
The Services and all Content, including the "look and feel", proprietary text, graphics, images, videos, audio, software, code, scripts, visual design, layouts, user interfaces, Documentation, trademarks, trade names, logos, domain names, source-identifiers and all other materials, 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 Section 11.3, no right, title or interest in or to the Services or any Content is transferred to you.
11.2 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 these Terms grants you any licence to use any such trademark, service mark or trade dress without the express prior written permission of the owner.
11.3 Limited Licence to Users
Subject to your continuous compliance with these Terms, the Operator grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services and Content for your own personal, non-commercial use only. All rights not expressly granted under these Terms are reserved by the Operator, the Foundation and their respective licensors.
11.4 Open-Source Components
Certain components of the Services and the Protocol may be, or may incorporate, open-source software, which is licensed under its own applicable open-source licence. Nothing in these Terms shall be construed as limiting or overriding your rights under any applicable open-source licence with respect to the components covered thereby.
11.5 Feedback
The Operator welcomes feedback, bug reports, comments, suggestions, ideas or similar content (collectively, "Feedback"). You hereby irrevocably assign to the Operator all right, title and interest in and to any Feedback you provide, on a worldwide, perpetual, royalty-free, transferable, sublicensable basis. The Operator may use, disclose, reproduce, modify, exploit and commercialize any Feedback for any purpose, without notice, attribution or compensation to you. You represent that any Feedback you provide is original to you and does not infringe any third-party right.
11.6 User Content
If and to the extent you post, upload, submit or otherwise transmit any content through the Services (including through Official Channels, support tools or community features) ("User Content"), you (i) retain such rights as you had in the User Content before submission; (ii) grant the Operator a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable and transferable licence to use, reproduce, modify, adapt, publish, translate, display and distribute such User Content in connection with the Services and the Operator's business; (iii) represent that you have all rights necessary to grant such licence and that the User Content does not infringe or violate any third-party right or Law; and (iv) agree that the Operator has no obligation to pre-screen, monitor, edit or remove User Content, but may do so in its sole discretion.
12. Disclaimers, Warranty Exclusions and Limitation of Liability
12.1 "As Is" and "As Available"
To the maximum extent permitted by applicable Law, the Services, the Protocol, the Interface, the Content, the Documentation, Overlaid Assets, the OVER token and all related features, functionalities and materials are provided on an "AS IS" and "AS AVAILABLE" basis, with all faults and without warranty of any kind.
12.2 Warranty Disclaimer
To the maximum extent permitted by applicable Law, 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, implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, quiet enjoyment, accuracy of informational content, systems integration, non-interference and non-infringement. Without limiting the foregoing, the Operator Parties make no representation, warranty or guarantee that:
(a) the Services, the Interface, the Protocol or any Content will be uninterrupted, timely, secure, complete, current, accurate, reliable or error-free;
(b) any defects will be corrected;
(c) the Services, the Interface, the Protocol or any underlying systems are free from viruses, malware or other harmful components;
(d) any information obtained through the Services is accurate, complete or current;
(e) any Digital Asset (including Overlaid Assets or the OVER token) will maintain any particular value, peg, liquidity or utility;
(f) any Third-Party Protocol or Third-Party Service will remain operational, secure, compliant or solvent;
(g) any yield, reward, incentive, return or benefit will be generated or maintained; or
(h) your use of the Services will meet your expectations or requirements.
12.3 No Financial, Legal, Tax or Other Professional Advice
Nothing in, accessible through, or generated by, the Services, the Content, the Documentation, the whitepaper, any Official Channel or any communication by the Operator or any Ecosystem Entity constitutes, or is intended to constitute, financial, investment, legal, tax, accounting, regulatory, fiduciary, advisory or other professional advice, or a recommendation to transact in any Digital Asset, pool, strategy or Third-Party Protocol. You must not rely on any such information or content as a substitute for your own independent research and professional advice.
12.4 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE OPERATOR PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:
(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES;
(b) LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OPPORTUNITY, ANTICIPATED SAVINGS, REPUTATION, DATA OR USE; or
(c) 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,
IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, THE PROTOCOL, THE INTERFACE, THE CONTENT, ANY OVERLAID ASSET, THE OVER TOKEN, ANY THIRD-PARTY PROTOCOL, ANY THIRD-PARTY SERVICE OR ANY RELATED ACTIVITY, 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 THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12.5 Aggregate Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE OPERATOR PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, THE PROTOCOL, OVERLAID ASSETS, THE OVER TOKEN OR ANY RELATED MATTER, WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (I) ONE HUNDRED U.S. DOLLARS (USD 100.00) OR (II) THE AMOUNT OF FEES (IF ANY) ACTUALLY PAID BY YOU TO THE OPERATOR FOR ACCESS TO THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.6 Essential Basis of the Bargain
You acknowledge that the Operator would not be able to provide the Services on an economically reasonable basis without the disclaimers and limitations in this Section 12, and that such disclaimers and limitations form an essential basis of the bargain between you and the Operator.
12.7 Jurisdictional Limitations
Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. To the extent that any provision of this Section 12 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 or limitation permitted by applicable Law.
13. Indemnification
You agree to defend, indemnify and hold harmless the Operator Parties, at your sole cost and expense, from and against any and all claims, demands, actions, proceedings, investigations, liabilities, losses, damages, penalties, fines, settlements, judgments, costs and expenses (including reasonable attorneys' fees and disbursements) (together, "Losses") arising out of or in connection with:
(a) your access to or use of the Services, the Protocol, Overlaid Assets, the OVER token or any Third-Party Protocol or Third-Party Service;
(b) your breach of these Terms or any applicable Law;
(c) any representation or warranty made by you being untrue, inaccurate or misleading;
(d) your violation of any right of any third party, including any intellectual property, privacy, publicity, contractual or regulatory right;
(e) your negligence, fraud, wilful misconduct or unlawful act or omission;
(f) any dispute between you and any other User, any third party, any Ecosystem Entity, any governance participant, any Multisig signer, or any Third-Party Protocol;
(g) your tax obligations or reporting failures;
(h) any circumvention or attempted circumvention of access controls under Section 5.7; and
(i) any User Content or Feedback submitted by you.
The Operator may, at its option and sole discretion, assume the exclusive defence and control of any matter otherwise subject to your indemnification. You agree to cooperate fully with any such defence, and not to settle any indemnified matter without the prior written consent of the Operator.
14. Privacy and Data Protection
Your use of the Services is also governed by the Privacy Policy and the Cookie Policy, which are incorporated by reference into these Terms. By accessing or using the Services, you acknowledge that you have read, understood and accepted the Privacy Policy and the Cookie Policy.
You further acknowledge that when you broadcast transactions constructed via the Interface, you do so on public blockchains that provide transparency into your transactions. The Operator does not control, and is not responsible for, any information you make public on any public blockchain.
15. Third-Party Sites, Content and Communications
The Services may contain links to, or integrations with, third-party websites, platforms, content, products or services, including social networks (such as X, Telegram or Discord), wallets (such as MetaMask), bridges, exchanges, DeFi applications (such as Aave) and analytics or data providers. Such links and integrations are provided for convenience only. The Operator:
(a) does not control, operate, endorse, vet, audit 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 or accuracy thereof; and
(c) shall not be responsible or liable, directly or indirectly, for any Losses arising in connection with your use of, or reliance on, any such third-party website, platform, content, product or service.
Your interactions with third parties, and any terms, conditions, warranties or representations associated with such interactions, are solely between you and the relevant third party, and are governed by the relevant third party's own terms.
16. Term, Suspension and Termination
16.1 Term
These Terms take effect on the first date you access, browse or use the Services, and remain in force until terminated in accordance with this Section 16.
16.2 Suspension or Termination by the Operator
The Operator may, at any time and in its sole discretion, with or without notice, and without any liability to you or any third party:
(a) suspend, restrict, modify or terminate your access to any part or all of the Services;
(b) blacklist or restrict any Wallet address, IP address, jurisdiction or category of User;
(c) remove, modify or refuse to display any Content; and
(d) cease to operate any part of the Services,
where, in the Operator's reasonable judgement: (i) you are, or may be, a Prohibited Person or are using the Services from or in a Prohibited Jurisdiction; (ii) you have breached, or the Operator suspects you have breached or may breach, these Terms or any applicable Law; (iii) any Governmental Authority has issued any notice, order, guidance or request that makes it advisable to do so; (iv) it is necessary to protect the Operator, the Ecosystem Entities, other Users, the Protocol or any third party; (v) continued operation would be technically, economically or legally impracticable; or (vi) for any other reason the Operator considers, in good faith, to be appropriate.
16.3 Termination by You
You may terminate these Terms at any time by ceasing all access to and use of the Services.
16.4 Effect of Termination
Upon termination of these Terms:
(a) your right to access and use the Services immediately ceases;
(b) any positions, Digital Assets, balances or transactions recorded on-chain remain subject to the code of the relevant smart contracts and the consensus rules of the applicable blockchains, and the Operator has no power or obligation to recover, restore, unwind or reverse them; and
(c) all provisions of these Terms that by their nature should survive termination (including Sections 1.3, 2, 6 through 14, 16.4, 17 through 22) shall survive.
17. Force Majeure
The Operator Parties shall not be liable for any failure or delay in performance, or for any loss, damage or disruption, caused in whole or in part by events or circumstances beyond their reasonable control, including, without limitation: acts of God; natural disasters; epidemics or pandemics; war, armed conflict or civil unrest; terrorism; riots; strikes or labour disputes; governmental or regulatory action, Law or order (including sanctions, embargoes, licensing requirements or shut-downs); power, internet, telecommunications or infrastructure failure or outage; cyber-attacks, hacks, exploits, denial-of-service attacks or malicious code; blockchain outages, hard forks, reorgs, 51% attacks or validator misbehaviour; failure of Third-Party Protocols or Third-Party Services; oracle failures; stablecoin de-pegs; interruptions or failures of cloud, hosting, DNS or CDN providers; and any other event beyond the Operator Parties' reasonable control.
18. Governing Law
These Terms, and any dispute, claim or controversy arising out of or relating to these Terms or the Services (including their formation, validity, subject matter, interpretation, performance, termination or any non-contractual obligations arising out of or in connection with them), shall be governed by and 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.
19. Dispute Resolution; Arbitration; Class Action Waiver
19.1 PLEASE READ THIS SECTION CAREFULLY
THIS SECTION 19 SIGNIFICANTLY AFFECTS YOUR LEGAL RIGHTS, INCLUDING BY REQUIRING THE RESOLUTION OF DISPUTES THROUGH INDIVIDUAL, BINDING ARBITRATION, AND BY WAIVING YOUR RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING OR A JURY TRIAL.
19.2 Informal Dispute Resolution
Before initiating any formal proceeding, you and the Operator agree to attempt to resolve any dispute, controversy or claim arising out of, or in connection with, these Terms or the Services (each, a "Claim") in good faith and on an informal basis by sending a written notice of the Claim (a "Notice of Claim") to [email protected]. The Notice of Claim must include: (i) your name, Wallet address, contact information and country of residence; (ii) a clear description of the Claim; (iii) the relief sought; and (iv) your signature. The receiving party shall have thirty (30) days from receipt of the Notice of Claim to attempt to resolve the Claim informally.
19.3 Binding Arbitration
If the Claim is not resolved through informal dispute resolution within thirty (30) days, any such Claim (other than those excluded under Section 19.5) shall be finally and exclusively resolved by binding arbitration administered under the Arbitration Rules of the BVI International Arbitration Centre (the "BVI IAC Rules"), which are deemed to be incorporated by reference into this Section. The arbitration shall be conducted as follows:
(a) Seat and language. The seat of arbitration shall be Road Town, Tortola, British Virgin Islands. The language of arbitration shall be English.
(b) Arbitrators. The arbitral tribunal shall consist of three (3) arbitrators, appointed in accordance with the BVI IAC Rules. For Claims in which the amount in controversy, as determined by the tribunal or the BVI IAC, is less than USD 500,000, the parties may agree to a sole arbitrator to reduce costs.
(c) Applicable law. The arbitral tribunal shall apply the laws of the British Virgin Islands to the substance of the Claim.
(d) Finality. Any award rendered by the arbitral tribunal shall be final and binding on the parties, shall not be subject to appeal, and may be entered in and enforced by any court of competent jurisdiction.
(e) Costs. The arbitral tribunal shall allocate arbitration costs and reasonable attorneys' fees in accordance with the BVI IAC Rules.
(f) Confidentiality. Unless required by applicable Law, the existence, content and result of any arbitration proceeding shall be treated as strictly confidential by the parties.
19.4 Class Action Waiver
YOU AND THE OPERATOR AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS OR THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS OR REPRESENTATIVE PROCEEDING. Unless both you and the Operator agree otherwise in writing, the arbitral tribunal may not consolidate more than one person's Claims and may not otherwise preside over any form of representative or class proceeding. If a court or arbitrator decides that this Section 19.4 is unenforceable as to any particular Claim for relief, then that Claim (and only that Claim) must be severed from the arbitration and may be brought in a court of competent jurisdiction in accordance with Section 18.
19.5 Exceptions
Notwithstanding Section 19.3, either party may bring:
(a) a small-claims action, provided the action remains in that court and is brought on an individual (non-class, non-representative) basis;
(b) an action for interim, provisional, emergency or injunctive relief in any court of competent jurisdiction, to protect its intellectual property rights, confidential information or trade secrets, to enforce Section 19.4, or to prevent actual or threatened infringement, misappropriation or violation thereof; and
(c) an action for the enforcement of any arbitral award.
19.6 Opt-Out
You may opt out of the arbitration agreement in Section 19.3 and the class action waiver in Section 19.4 by sending a written notice to [email protected] within thirty (30) days of the date you first accessed or used the Services. The notice must include your full name, Wallet address, country of residence, and a clear, unambiguous statement that you wish to opt out. If you opt out in accordance with this Section 19.6, neither you nor the Operator will be bound by Sections 19.3 or 19.4, but all other provisions of these Terms, including Section 18 (Governing Law) and the exclusive jurisdiction of the courts of the British Virgin Islands, shall continue to apply.
19.7 Jury Trial Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE OPERATOR EACH WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHT TO SUE IN COURT AND TO HAVE A TRIAL IN FRONT OF A JUDGE OR JURY.
19.8 Time Limitation
Any Claim must be brought within one (1) year after the cause of action arose; otherwise, the Claim is permanently barred. This limitation applies regardless of any longer statutory limitation period, to the extent permitted by applicable Law.
20. Changes to These Terms
The Operator may modify these Terms from time to time, including to reflect changes in the Services, applicable Laws, or the Operator's business, in its sole discretion. When the Operator modifies these Terms, it will update the "Last Revised" date at the top of this document, and may provide additional notice (such as by posting a notice on the Website, displaying an in-app banner, or, where reasonably practicable, sending an electronic notice) to the extent required by Law. You are responsible for reviewing these Terms periodically.
Your continued access to or use of the Services after the effective date of any modified Terms constitutes your acceptance of such modified Terms. If you do not agree to any modification, you must stop using the Services. No modification shall apply retroactively to Claims that arose prior to the effective date of such modification.
21. Notices
21.1 Notices to You
The Operator may give notices to you by any reasonable means, including by: (i) posting notices on the Website, the App or in the Documentation; (ii) displaying in-product banners or modals; (iii) sending notices to any email or other contact information you have provided; (iv) posting on Official Channels; or (v) any other reasonable means. Any such notice shall be deemed given and effective upon posting, display or dispatch, as applicable.
21.2 Notices to the Operator
Except as otherwise expressly specified in these Terms, all notices to the Operator must be in writing and delivered by email to [email protected], with a copy (which shall not constitute notice) to the Operator's registered office, and shall be deemed given upon receipt by the Operator.
22. Miscellaneous
22.1 Entire Agreement
These Terms, together with the Privacy Policy, the Cookie Policy, the Protocol Risk Disclosure, the Legal Disclaimers, the Regulatory Overview and any additional terms expressly referenced and incorporated herein, constitute the entire agreement between you and the Operator regarding the subject matter hereof, and supersede all prior or contemporaneous agreements, communications, representations and understandings, whether written or oral.
22.2 Severability
If any provision of these Terms is held invalid, illegal or unenforceable by an arbitral tribunal or court of competent jurisdiction, (i) 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 Terms, and (ii) the remaining provisions shall continue in full force and effect.
22.3 No Waiver
No failure or delay by the Operator in exercising any right, power or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further exercise thereof or the exercise of any other right, power or privilege. Any waiver by the Operator must be in writing to be effective.
22.4 Assignment
You may not assign, transfer or delegate any of your rights or obligations under these Terms, by operation of law or otherwise, without the prior written consent of the Operator, and any attempted assignment without such consent shall be null and void. The Operator may assign, transfer or delegate any of its rights or obligations under these Terms, in whole or in part, without your consent, including to any affiliate, successor or purchaser in connection with any merger, acquisition, reorganization or sale of all or substantially all of its assets. These Terms shall bind and inure to the benefit of the parties and their respective permitted successors and assigns.
22.5 Third-Party Beneficiaries
The Operator Parties (other than the Operator itself) are intended third-party beneficiaries of the disclaimers, limitations of liability, indemnities, arbitration agreement and class action waiver set out in these Terms, and may enforce those provisions directly against you. Except as expressly stated in this Section 22.5, no other person is intended to be a third-party beneficiary of these Terms.
22.6 Relationship of the Parties
Nothing in these Terms creates any agency, partnership, joint venture, employment or franchise relationship between you and the Operator or any Ecosystem Entity. Neither party has authority to bind the other or to incur any obligation on the other's behalf.
22.7 Injunctive Relief
You acknowledge that a breach of these Terms (including, without limitation, breaches of Sections 5, 6, 10, 11 or 19.4) may cause the Operator Parties irreparable harm for which monetary damages would be inadequate, and that the Operator Parties shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction in accordance with Section 19.5, without the requirement of posting a bond or proving actual damages.
22.8 Headings; Interpretation
Section headings in these Terms are for convenience only and have no substantive effect on interpretation. The words "include", "including" and "in particular" shall not be interpreted restrictively, but shall be deemed to be followed by the words "without limitation". References to any statute, regulation or legal framework include amendments and successor provisions.
22.9 Language
These Terms are drafted in the English language. Any translation is for convenience only, and in the event of any inconsistency between the English version and any translation, the English version shall prevail.
22.10 Export and Sanctions Controls
You shall comply with all applicable export control, re-export control and sanctions Laws. You represent and warrant that you are not located in, under the control of, or a citizen or resident of any country or listed party subject to applicable embargoes or trade restrictions, and that you will not use the Services in violation of any export, re-export or sanctions Law.
22.11 No Advice Relied Upon
You acknowledge that you have not relied upon any representation, warranty or statement made by the Operator, the Foundation, any Ecosystem Entity, any contributor or any third party that is not expressly set out in these Terms, and that any such representation, warranty or statement is hereby disclaimed.
22.12 Cumulative Remedies
The rights and remedies of the Operator under these Terms are cumulative and are in addition to, and not exclusive of, any rights or remedies available at law or in equity.
22.13 Electronic Communications; Consent
By using the Services, you consent to receive communications from the Operator electronically. You agree that all notices, disclosures, agreements and other communications that the Operator provides to you electronically satisfy any legal requirement that such communications be in writing.
23. Contact
If you have any questions regarding these Terms or the Services, please contact us at:
Email: [email protected]
Mailing Address: Overlayer Labs Ltd, as disclosed on the Website.
These Terms are designed to operate in conjunction with, and subject to, the Privacy Policy, Cookie Policy, Protocol Risk Disclosure, Legal Disclaimers and Regulatory Overview, each as made available through the Website and updated from time to time.