# Welcome To OpenEden Product Documentation ## About OpenEden offers 24/7, on-chain access to tokenized US Treasury securities for Web3 CFOs, DAO treasury managers, and buy-side institutional investors seeking low-risk, highly liquid crypto cash management solutions. Our tokenized Treasury fund (TBILL) is rated "AA+" by S\&P Global, and it was the world’s first tokenized real-world asset (RWA) product to receive an investment-grade “A” rating from Moody’s. Since launching in early 2023, OpenEden has already become the largest issuer of tokenized US Treasuries in Asia and Europe.\ \ As part of our end-to-end tokenization stack, OpenEden is directly involved through its licensed investment management entity, which manages its BVI-registered professional fund, which issues the $TBILL tokens and custodies the underlying assets with licensed third-party custodians. ## Mission OpenEden’s mission is to bring real-world assets to DeFi to unlock trillions of dollars in value. We believe internet-native money will make real-world assets accessible to everyone, creating a more inclusive, permissionless, and free-flowing economy. ## Community Website: Dapp: Twitter: Telegram: ## Quick links # Introduction The OpenEden Treasury Bills TBILL Vault ("TBILL Vault") is a smart contract vault that provides investors with direct exposure to a pool of short-dated US Treasury Bills (“US T-Bills”) through the minting of the TBILL token. The TBILL token is backed 1:1 by short-dated US T-Bills and a small portion of US Dollar (“USD”). The TBILL token's token issuer is a registered professional fund (“Fund”) regulated by the British Virgin Islands Financial Services Commission (“Token Issuer”), and the TBILL Fund is awarded AA+f/S1+ by S\&P Global Ratings. The TBILL Fund was the first tokenized US Treasury fund to receive an "A-bf" bond fund rating from Moody's. The underlying US T-Bills are managed by BNY Investment Management and custodied by BNY. TBILL token holders will receive a return on their capital that reflects the returns generated by the underlying US T-Bills portfolio held by the Fund. ## Stakeholders The TBILL Vault has four key stakeholders: **Investor** The Investor subscribes for TBILL tokens by depositing USDC into the TBILL. In exchange, the Investor receives TBILL tokens, which they self-custody in their private wallets, ensuring they retain control and ownership over their TBILL tokens. The Investor will redeem their TBILL tokens for USDC from the TBILL Vault. **Token Issuer** The Token Issuer is a registered professional fund established under the British Virgin Islands Securities and Investment Business Act 2010 and regulated by the British Virgin Islands Financial Services Commission. **Investment Manager** BNY Mellon Investment Management Singapore Pte. Limited is a fund management company with an investment mandate for short-dated US T-Bills. The sole purpose of the Investment Manager is to invest the Fund’s assets in segregated accounts with tier-one, regulated, and qualified custodians. **Fintech Service Provider** River Labs Pte Ltd, the developer of the TBILL Vault, is a financial technology company that provides and services the underlying technology underpinning the TBILL Vault. It is not a regulated entity, depository, bank, or credit union. ## Why T-Bill Exposure On-chain **End of the easy-money era** To prevent runaway inflation, the US Federal Reserve raised its benchmark interest rate aggressively throughout 2022 and 2023, pushing up yields on US T-Bills to above 5%. The move cast a pall over risk assets, with investors selling off everything from equities and bonds to crypto tokens. That reduction in risk appetite also spilt over into DeFi, with Total Value Locked falling more than 75% from its peak in 2022. As demand from borrowers fell, returns for lending out crypto assets on major DeFi platforms, such as Aave and Compound, have also dropped to as low as 1%. **Unsustainable DeFi yield farms** The DeFi yield farming frenzy of the past few years saw investors hopping from one protocol to another in search of ever-higher yields, which were paid out in those protocols’ native tokens. But many yield farming opportunities were never going to be sustainable, given the number of protocols with large or unlimited token supplies – not to mention dubious utility. The high reward rates they paid out were also tied to the market value of their protocol tokens, which soared during the bull run. All that came to an abrupt end during the market crash in 2022, causing reward rates to fall in tandem. **Risky DeFi credit offerings** Under-collateralized lending protocols – regardless of whether they involve real-world assets or crypto-native assets – face several risks, including credit risk, legal complexity, and an over-reliance on third parties to conduct due diligence. Furthermore, many of these protocols are neither compliant nor regulated. The 4% excess returns (versus the US risk-free rate) delivered by under-collateralized products are also a poor risk-return tradeoff – especially in a rising interest rate environment. **Large idle stablecoin supply** Despite the collapses of 3AC, Terra, and FTX, the total supply of stablecoins has remained steady. But the subsequent flight to safety saw many stablecoin holders taking shelter in self-custody, bluechip DeFi protocols, and third-party custodians perceived to be secure. Anecdotal evidence suggests that a substantial portion of these stablecoins remain unallocated, resulting in significant opportunity costs for stablecoin holders. **Benefits of on-chain T-Bills exposure** Given the current DeFi landscape, there is a gap to be filled for crypto-native investors looking to earn a safe and transparent return on their stablecoin assets. As real-world assets with stable returns, such as US T-Bills, have always been a traditional off-chain investment asset, the OpenEden TBILL Vault addresses this gap by enabling on-chain access to U.S. T-Bills, which are: * **AA+ S\&P, Fitch / Aa1 Moody’s rated U.S. sovereign risk** * **Highly liquid**, US T-Bills trade more than $100 billion daily * **Short duration**, portfolio has a weighted-average maturity of less than 3 months With the Federal Funds rate expected to stay elevated, US T-Bills remain an attractive option to Web3 investors who do not have easy access to this asset class. The TBILL Vault provides a DeFi user experience that lets investors invest their USDC in a single transaction – seamlessly and instantly. Investors will be able to enjoy the following benefits: * **24/7 instant settlement**: Smart contracts enable instant subscription on-chain, versus up to two business days for fiat transactions on TradFi platforms. * **Audited and verifiable**: The OpenEden T-BILL Vault provides daily and monthly NAV statements by the fund administrator. * **Self-custody**: Investors will have custody of their minted TBILL tokens, which contractually represent their economic interest in the value of the underlying assets held by the Fund. * **Low default risk**: US T-Bills are backed by the "full faith and credit" of the US Federal Government, and will only default when the US government defaults. * **Institutional-grade partners**: The Fund collaborates with leading banks, qualified custodians, and tier-1 legal counsel, including BNY (US T-Bills custodian), Coinbase Prime (fiat on-ramp), KPMG (tax advisor), Elliptic (blockchain compliance), Harneys (legal counsel), Protege Fund Services (fund administrator), TJ Assurance Partners PAC (fund auditor), Ernst and Young (independent auditor) and LSEG (US T-Bills market data provider). * **Regulatory-first**: The Token Issuer is a professional fund established under the British Virgin Islands’ Securities and Investment Business Act 2010 and regulated by the British Virgin Islands Financial Services Commission. The Investment Manager, BNY Investments, is a fund management company regulated by the Monetary Authority of Singapore. * **Transferability**: Whitelisted users may transfer TBILL tokens to other whitelisted wallet addresses in accordance with the terms set out in the Fund’s Private Placement Memorandum. * **Composability**: Third-party institutions and web3 projects are actively building out composability and interoperability features for TBILL tokens across different protocols and DEXes. # Product Structuring
## TBILL Token The TBILL token is an EIP-20-compliant representation of an Investor's economic interest in the Fund. By depositing USDC and minting TBILL tokens, the Investor will have legal rights to the redemption value of the net assets held by the Fund, proportional to the amount of TBILL tokens the Investor holds relative to the total outstanding supply of TBILL tokens. The TBILL tokens minted by the Investor will be held in the Investor’s whitelisted wallet. It is the sole responsibility of the Investor to take the necessary steps to safeguard the TBILL tokens from potential loss. The Token Issuer will not be liable for the loss of TBILL tokens held in the Investor’s self-custody. At present, the TBILL token can only be minted and redeemed via the TBILL Vault by whitelisted wallets that have been fully onboarded after completing the KYC/KYB process. TBILL tokens are currently only transferable between whitelisted wallets. However, other projects and developers are building use cases that bring composability across different venues and networks for the TBILL token, spanning secondary trading, use as collateral for borrowing or trading, and bridging to other blockchain networks. ## Vault Strategy The Fund aims to provide the highest possible level of income generation while maintaining liquidity and maximum safety of principal. Given these requirements, the Fund will be managed according to the following metrics: * **Target portfolio composition**: A pool of short-duration US T-Bills * **Target weighted-average maturity of portfolio**: Less than 3 months **US T-Bills** US T-Bills are government debt instruments issued by the US Department of the Treasury to finance government spending as an alternative to taxation. They are backed by the full faith and credit of the US Federal Government, with the government promising to raise money by any legally available means to repay them. Although the US is a sovereign power and may default without recourse, the Treasury has a strong record of repayment that has given its securities a reputation as one of the world’s lowest-risk investments. As a result, Treasury securities occupy a unique position in financial markets, serving as cash equivalents for institutions, corporations, and high-net-worth investors. There are four types of marketable Treasury securities – US T-Bills, Treasury Notes, Treasury Bonds, and Treasury Inflation-Protected Securities – differentiated by length of maturity. The Treasury security referenced throughout this documentation is US T-Bills, which have a maximum tenor of one year. As zero-coupon bonds, US T-Bills are issued at a discount to their par value. For example, an investor may purchase a T-Bill with a par value of $1,000 for only $950. When the bill matures, the investor redeems it at par for a yield-to-maturity of \~5%. If the par value of the bill exceeds its purchase price, the difference is the interest earned by the investor. Unlike coupon bonds, US T-Bills do not pay interest to investors on a regular basis. # Investor Onboarding The TBILL Vault is a permissioned protocol, meaning an Investor must meet specific criteria to be eligible to hold TBILL tokens issued by the Fund. The TBILL Vault is currently only available to “Professional Investors” as defined under the British Virgin Islands’ Securities and Investment Business Act 2010 (“SIBA”) and to US “Accredited Investors” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act. Participation in OpenEden’s TBILL Vault requires submission of KYC information and signing of Fund documents to onboard as an Investor, which should take approximately 15-20 mins. The compliance team will then perform KYC and KYT checks before a decision is made on whether to whitelist the Investor’s wallet address on-chain via Etherscan.
**High-level process:** 1. Potential Investor kicks off onboarding via the[ onboarding link](https://openeden.com/begin-onboarding). 2. Compliance team performs KYC checks based on documents provided. 3. Compliance team performs KYT checks based on wallet address provided. 4. If KYC and KYT checks are successful, compliance team whitelists the Investor's wallet address on-chain. 5. Email gets sent out to Investors who have successfully cleared KYC, informing them they are able to perform their first [Subscription](/tbill/subscriptions). Note:\ TBILL is only accessible to professional investors who have cleared the TBILL Fund's KYC and KYT process. # Subscriptions ## Subscription Process An onboarded Investor can subscribe to TBILL tokens from the TBILL Vault by depositing USDC either on the[ TBILL Vault’s app interface](https://app.openeden.com/) or through the[ ](https://adamandeve.gitbook.io/product-docs/treasury-bills-vault/smart-contract-addresses)[TBILL Vault smart contract](/tbill/smart-contract-addresses). The subscription process begins when an onboarded Investor deposits USDC into the TBILL Vault. In exchange, the Investor will receive TBILL tokens that are of an equivalent dollar value at the time of deposit. The exact number of TBILL tokens that the Investor will receive is a function of the prevailing TBILL/USDC token price at the time of deposit and the amount of USDC deposited. The token price used for computation will be fed from the TBILL price oracle contract. $$ tbillTokensReceived = \frac{usdcDeposited}{exchangeRate} $$ ## Restrictions ### Address Level Deposits can only be initiated from whitelisted addresses after participants have successfully completed the [onboarding process](/tbill/investor-onboarding). Additionally, the first deposit must be at least 100,000 USDC, while subsequent deposits must be at least 1 USDC. # Redemptions ## Redemption Process An onboarded Investor can redeem their TBILL tokens for USDC from the TBILL Vault by initiating a redemption request either on the[ TBILL Vault’s app interface](https://app.openeden.com/) or through the [TBILL Vault smart contract](/tbill/smart-contract-addresses). Redemption requests will be placed into a [redemption queue](#redemption-queue). During the redemption process, the TBILL tokens previously held by the Investor will be burnt. The final amount of USDC the Investor will receive will be the amount of TBILL tokens redeemed multiplied by the prevailing TBILL/USDC token price at the time of withdrawal, net of transaction fees. {% hint style="info" %} Please note that the exchange rate and transaction fee applied will be determined at the time when the redemption request is processed. {% endhint %} $$ usdcReceived = {tbillTokensWithdrawn \* exchangeRate - txnFee} $$ ## Redemption Queue The requests in the redemption queue are processed in accordance with a First-In-First-Out (FIFO) model. Redemptions are typically processed on the next 1 U.S. business day. ## Restrictions ### Address Level Redemptions can only be initiated from whitelisted addresses after participants have successfully completed the [onboarding process](/tbill/investor-onboarding). Additionally, all redemption requests have to meet the minimum value of USDC 1. The Investor can expect to receive an email when a redemption request is made and upon successful redemption. # Fees ## Total Expense Ratio The Total Expense Ratio is charged by the Investment Manager and accrues daily on-chain for the management of the US T-Bills portfolio. | Item | Description | Fee | | ------------------- | ------------------------------------------------------ | ---------- | | Total Expense Ratio | Annual Expense Ratio charged daily on the current TVL. | 0.30% p.a. | The scope of the Total Expense Ratio includes: * Maintaining the target weighted-average maturity of the portfolio * Rolling over matured US T-Bills into new securities and compounding earned returns * Complying with the regulatory requirements of the management of Investors’ capital * Commissioning third-party audits of portfolio assets * Commissioning regular smart contract audits and security reviews of the TBILL Vault by third-party providers * Custodian fees ## Transaction Fees The transaction fee will be imposed on a user during a subscription or redemption process (paid in USDC). This fee is computed on-chain and will be floated into the Investment Manager's treasury address. | Item | Description | Fee | | -------------------- | ------------------------------------------------------- | ----- | | Transaction Fee Rate | Fee charged on subscription and redemption transactions | 5 bps | The Transaction Fee will mainly cover the operational costs of maintaining the Vault across on-chain and off-chain venues. Some of the costs to be incurred are: * Ethereum gas fees * Bank wire fees * Digital asset to fiat conversion fees # Token Price By minting and holding TBILL tokens, the Investor can earn a return through the TBILL token’s token price, which is expected to increase in value over time. That increment in token price directly reflects the returns generated by the underlying US T-Bills held by the Fund’s portfolio, as the underlying US T-Bills converge to par value upon maturity. Should interest rates fluctuate, mark-to-market risks may affect the TBILL token price. Refer to [***Risks***](https://docs.openeden.com/category/risks) for more information. ## Token Price Calculation[​](https://docs.openeden.com/protocol-mechanics/exchange-rate#exchange-rate-calculation) The TBILL token price is calculated as the Net Asset Value (“NAV”) per token. The token price can be derived by dividing the NAV of the Fund by the total outstanding supply of TBILL tokens. {% hint style="info" %} Note: Please be aware that the USDC/USD token price will be set at a 1:1 ratio to align with the offerings provided by the Vault's providers. Please refer to the [Price Guard](/tbill/on-chain-governance-and-controls-i#price-guard) section for details on applicable risk mitigation measures. {% endhint %} $$ tokenPrice = \frac{totalAssets - feeClaimable}{circulatingTokenSupply} $$ At the time of launch, the TBILL token price will be a default value of 1.000000. ## On-Chain Price Oracle The price feed is a service responsible for consolidating and disseminating financial market data to our on-chain price oracles. Its primary function is to precisely calculate the [token price](#exchange-rate-calculation) and transmit price data onto the on-chain price oracle. The integrity of the price feed is ensured through the[ ](https://adamandeve.gitbook.io/product-docs/treasury-bills-vault/on-chain-governance-and-controls#price-guard)[price guards](/tbill/on-chain-governance-and-controls-i#price-guard) mechanism. # Risks ## Interest Rate Risk The Fund’s investments in US T-Bills will change in value based on changes in interest rates. If interest rates rise, the fund’s portfolio value and correspondingly the TBILL token price may decline – and vice versa. Changes in the Mark-to-Market value of the Fund’s US T-Bills portfolio will not impact the cash income of the portfolio, as US T-Bills are zero-coupon bonds. Also known as accrual bonds, zero-coupon bonds are purchased at a discount to their par value, allowing the portfolio to earn the interest income as a profit when the bond is redeemed at par at maturity. In theory, if the interest rate curve remains constant, then the Fund’s TBILL Vault portfolio should increase in value every day, as the price of US T-Bills increases daily and converges to par at maturity. Bonds with longer maturities generally are subject to higher interest rate risk and greater fluctuations in value. Therefore, the interest rate risk of a portfolio of US T-Bills can be mitigated by limiting the maximum weighted-average maturity and duration to less than 3 months. Given shorter weighted-average maturity and duration, the US T-Bills portfolio could track prevailing interest rates more closely as US T-Bills mature and are reinvested over a shorter period. The Fund may experience heightened interest rate risk due to changes in central bank monetary policy and the unpredictability of those changes. ## Market Liquidity Risk During periods of heightened volatility in the US T-Bills market, Investors may face market liquidity risk if the Fund is forced to sell its US T-Bills holdings below the mark-to-market price to service large redemptions. To mitigate the impact of interest rate-induced price volatility, the Fund will diversify its holdings across different maturities. In addition, the Fund’s target weighted-average maturity of less than 3 months reduces the sensitivity of its portfolio to any large redemption of US T-Bills before they mature at par. ## US Sovereign Credit Risk The Fund’s investments are subject to the risk that issuers will fail to make payments when due or default completely. The value of the Fund’s investments may also be adversely impacted if any of the issuers are subject to an actual or perceived deterioration in credit quality. Credit spreads can widen, which may reduce the market values of the Fund’s securities. US T-Bills are securities issued by the US Department of the Treasury and are backed by the “full faith and credit” of the US Federal Government. Therefore, should the credit risk of the US government rise, then so will the volatility of the Fund’s portfolio value and, by extension, the TBILL token’s price. The US is highly rated by all major credit rating agencies, which makes it one of the safest assets in the world. As a result, the interest rate on three-month US T-Bills is often taken as the risk-free rate by US investors. | Rating Agency | Rating\* | Outlook | | ----------------- | -------- | ------- | | Fitch Ratings | AA+ | Stable | | Moody's | Aa1 | Stable | | Standard & Poor's | AA+ | Stable | \*Ratings as of 2025 ## Transactions Risk The Fund might face losses, and its ability to convert securities into cash could be hindered when selling assets to fulfil redemption requests. The risk of incurring losses increases if redemption requests are exceptionally large or frequent, or if they occur during periods of market turbulence or falling prices. Similarly, substantial subscriptions made into the Fund can negatively impact its performance, especially if there are delays in deploying the new capital, leading to a need to maintain a larger cash reserve than typically required. ## General Market Risk The increasing interconnectedness of economies and global financial markets heightens the likelihood that events or conditions in one country or region can adversely affect markets or issuers in other parts of the world. Securities held in the Fund's portfolio may perform poorly relative to general financial markets, specific financial sectors, or other asset classes for various factors. These factors include inflation or expectations of it, deflation or expectations of it, interest rates, global demand for specific products or resources, market instability, financial system instability, debt crises and downgrades, embargoes, tariffs, sanctions, and other trade barriers, regulatory events, government trade or market control programs, and geopolitical events. Moreover, global events such as war, terrorism, environmental disasters, natural disasters, political instability in countries, and infectious disease epidemics or pandemics can negatively impact the value of the Fund's investments. ## Smart Contract Risk Smart contracts are inherently a new form of financial settlement technology, which makes their code base vulnerable to hacks and exploits. While these risks exist, the TBILL Vault smart contract is built on established code standards that have been battle-tested and widely adopted. For instance, the main Vault smart contract is adapted from the [EIP-4626 Tokenized Vaults](https://eips.ethereum.org/EIPS/eip-4626) standard – the industry standard for Ethereum-based vaults. The EIP-4626 standard includes an extensive list of [key security considerations](https://eips.ethereum.org/EIPS/eip-4626#security-considerations), which the OpenEden team has reviewed and adhered to during the development of the Vault smart contract. Apart from maintaining good smart contract development and security practices, the TBILL Vault smart contract has been formally audited by Verichains for any potential security flaws. The following are the smart contract audit reports for the TBILL Vault smart contract: * Verichains, [***March 2023***](https://github.com/verichains/public-audit-reports/blob/main/Verichains%20Public%20Audit%20Report%20-%20OpenEden%20Vault%20-%20v1.1.pdf) * Hacken, [***October 2023***](https://audits.hacken.io/openeden/) While every effort has been made to ensure that the TBILL Vault smart contract adheres to the highest security standards at the time of deployment, there is no guarantee that new attack vectors will not arise in the future, as smart contract technology continues to evolve. Therefore, the OpenEden team will endeavour to comply with the latest security practices and stay abreast of new security exploits. Furthermore, liquidity reserves of the Fund are held off-chain as USD fiat instead of being held as USDC on-chain in the TBILL Vault, thus mitigating the impact of any smart contract breaches. # Trust & Transparency The TBILL Vault was built on a singular value proposition: to give full transparency to Investors. That is why OpenEden has undertaken the responsibility to ensure that each minted TBILL token is backed 1:1 by a pool of US T-Bills and USD – at all times. And in line with OpenEden’s ethos of “don’t trust, verify”, we give Investors the tools to keep us honest. On-chain, TBILL Vault smart contracts are publicly viewable and verifiable on Etherscan. Off-chain, the TBILL Vault’s US T-Bills are held in custody by regulated custodians. Any remaining USD fiat currency reserves will be held in regulated custodians or be in transit between the on-ramp and off-ramp service providers, the prime broker, and the custodian account. ## Audit & Attestations A third-party fund administrator will provide daily and monthly NAV reports on the net assets held by the Fund. Ernst & Young has also completed an independent audit of the TBILL Vault’s critical processes and controls related to the Fund’s KYC procedures, valuation methodologies, and asset transfer and custody procedures and controls. OpenEden is proud to have achieved a satisfactory audit report with no critical or high risk findings. # Smart Contract Addresses {% tabs %} {% tab title="Ethereum v2" %}
TBILL Vaulthttps://etherscan.io/address/0xdd50C053C096CB04A3e3362E2b622529EC5f2e8a
TBILL Price Oraclehttps://etherscan.io/address/0xCe9a6626Eb99eaeA829D7fA613d5D0A2eaE45F40
KYC Managerhttps://etherscan.io/address/0x51Be497AcEd1a2C19f6151064301e356B020D947
Subgraphhttps://thegraph.com/hosted-service/subgraph/openedenhq/tbill-v2
{% endtab %} {% tab title="Arbitrum v3" %}
TBILL Vaulthttps://arbiscan.io/address/0xF84D28A8D28292842dD73D1c5F99476A80b6666A
TBILL Price Oraclehttps://arbiscan.io/address/0xc0952c8ba068c887B675B4182F3A65420D045F46
KYC Managerhttps://arbiscan.io/address/0x0d7690bAa1008c8d3C5dae9D5033FF846738BAfB
Subgraphhttps://thegraph.com/hosted-service/subgraph/openedenhq/tbill-v2
{% endtab %} {% tab title="Ethereum Goerli v2" %}
TBILL Vaulthttps://goerli.etherscan.io/address/0x8b59820d04492BF2a0C447Ca65A6C9b1B8049147
TBILL Price Oraclehttps://goerli.etherscan.io/address/0x501E73059eA476eA96B92C0Abde8c98dFa49a6Bb
KYC Managerhttps://goerli.etherscan.io/address/0x595C85aD2A9e1A7101002CF1e66f9830e5903Fd9
Subgraphhttps://thegraph.com/hosted-service/subgraph/sunshine1293/staging-vault-v2
{% endtab %} {% tab title="Arbitrum Sepolia v3" %}
TBILL Vaulthttps://sepolia.arbiscan.io/address/0xE97fabdc6B7606D7C3362E694a20295df7B70483
TBILL Price Oraclehttps://sepolia.arbiscan.io/address/0x3c9c86e67C64494BB9935bAb2128E1895e640Fcd
KYC Managerhttps://sepolia.arbiscan.io/address/0xb6aB6Cf2E2Bb109212Cc1919992EE0E10E8e08AF
Subgraphhttps://thegraph.com/hosted-service/subgraph/sunshine1293/staging-vault-v2
{% endtab %} {% tab title="Ethereum v1 (deprecated)" %}
TBILL Vaulthttps://etherscan.io/address/0xad6250f0BD49F7a1eB11063af2cE9F25B9597b0F
KYC Managerhttps://etherscan.io/address/0x51Be497AcEd1a2C19f6151064301e356B020D947
{% endtab %} {% endtabs %} # On-chain Governance & Controls (I)
OpenEden has put in place a robust system of internal controls to uphold the safety of the TBILL Vault. These include the implementation of a consensus-based approval mechanism to move the TBILL Vault’s assets between venues, a timelock, a role-based governance protocol, and multi-layered physical security, among others. ## Timelock Timelock implements a safety mechanism during the process of changing the TBILL Vault’s treasury wallet address. This is done as a precaution to protect the funds from being drained by a malicious user in the rare occasion when all the multi-sig wallets are compromised, and the hacker is able to switch the address to offramp the funds. This timelock mechanism will give admins a 24-hour window to offramp the funds if the change in the treasury address is unintended. ## Multisig The TBILL Vault is multisig, requiring multiple private keys, including the Fund’s independent third-party fund administrator, to authorise and sign off on transactions involving on-chain assets. The use of on-ramp and off-ramp services will also be limited to authorised representatives from the OpenEden team via multisig operations. Off-chain assets, meanwhile, are held on the Fund’s regulated custodians’ platform, and all actions initiated by any one core team member will require checking and confirmation by another core team member to be authorised. In addition, the Fund’s independent fund administrator will have oversight and governance control over all fund movements involving on-chain and off-chain assets held by the Fund. OpenEden also conducts regular audits of the TBILL Vault’s smart contract with leading Web3 security firms to ensure it is maintained to the highest standards of integrity. Even in the event of a smart contract breach or a hack, most of the TBILL Vault assets are held with regulated custodians like BNY (refer to [Product Structuring](/tbill/product-structuring#vault-strategy) section). ## Price Guard Price guards are a circuit-breaker mechanism designed to monitor the price of an asset or token and take appropriate actions when the price deviates unexpectedly beyond a predefined threshold. The purpose of Price Guard is to protect the TBILL Vault or any other system from price manipulation or extreme price fluctuations by halting the TBILL Vault.[
](https://docs.openeden.com/protocol-controls-security-and-governance/controls-and-asset-security) # Off-chain Governance & Controls (II) ## Governance Over the long term, OpenEden’s goal is to enable decentralised governance for the TBILL Vault, in the true spirit of DeFi. But in the current market sentiment, institutional investors are looking for additional assurance that their capital is in safe hands. OpenEden has elected to abide by the highest standards of compliance, licensing, and regulation. For example, the TBILL token Token Issuer collaborates with institutional-grade, regulated service providers. The Token Issuer is also a registered professional fund regulated in the British Virgin Islands, and the Fund’s underlying portfolio managed BNY Investment Management. Refer to the [Legal](/tbill/legal) section for more information. ## Third-party Fund Administrator The Token Issuer has appointed an independent third-party fund administrator as one of the multisig for all fund flows and to publish a monthly report on the net assets held by the Token Issuer. ## Movement of Funds The movement of funds between venues is protected by custodian user privileges to ensure that only users with the correct credentials and authorizations are permitted to initiate and approve fund movements. Members of the admin and operations team will receive real-time alerts whenever there is a movement of funds. Funds transfer instruction details are maintained in fixed transfer templates to be used in future transfers instead of manual entry of information to ensure no error inputs. ## Segregation of Roles Segregation of roles is essential to maintaining the integrity and security of OpenEden's operations. This practice involves systematically dividing responsibilities and permissions among individuals or teams to prevent any single entity from exercising unchecked authority over critical processes or sensitive data. By implementing segregation of roles, OpenEden can reduce the risk of fraud, errors, and unauthorised access. It fosters transparency, accountability, and a robust internal control framework, ensuring that checks and balances are in place to protect OpenEden's assets and uphold regulatory compliance. # FAQ ## Investment Process
Who can participate in the TBILL Vault? Although the TBILL Vault was built on DeFi infrastructure, it will be a permissioned product. Investors will have to go through the TBILL Fund's KYC screening process to determine their eligibility to subscribe to TBILL tokens. Currently, Investors need to meet the Accredited Investor or Professional Investor criteria before subscribing to TBILL tokens. Refer to [Investor Onboarding](/tbill/investor-onboarding) for more information.
What is the onboarding process like? The application and KYC/KYB document submission process can be completed in under 20 minutes on OpenEden’s TBILL FUnd digital onboarding platform if all required documents are on-hand.
How to invest? [​](https://docs.openeden.com/investor-faq/investment-process#how-to-invest)After you receive a notification from the TBILL Fund regarding your KYC approval and the whitelisting of your wallet address, then you can deposit USDC into the TBILL Vault and mint TBILL tokens. Refer to [Subscriptions](/tbill/subscriptions) for more information.
What is the minimum investment amount? The first deposit must be 100,000 USDC or more, while subsequent deposits must be 1 USDC or more.
What is the maximum redemption amount? The Investor can request to withdraw the entire investment by redeeming the Investor’s share of TBILL tokens from the TBILL Vault. Redemption requests will be placed in a redemption queue to be typically processed on the next 1 U.S. business day. Refer to [Redemptions](/tbill/redemptions) for more information.
What fees are borne by investors? There is a 5 bps transaction fee charged on redemptions and a 30 bps annualized total expense ratio. Refer to [Fees](/tbill/fees) for more information.
What is the currency of all deposits and withdrawals? All deposits and withdrawals are executed on-chain in USDC.
## [​](https://docs.openeden.com/investor-faq/investment-process#what-is-the-minimum-investment-amount)[​](https://docs.openeden.com/investor-faq/investment-process#what-is-the-maximum-withdrawal-amount)[​](https://docs.openeden.com/investor-faq/investment-process#what-fees-are-borne-by-investors)[​](https://docs.openeden.com/investor-faq/investment-process#what-is-the-currency-of-all-deposits-and-withdrawals)TBILL Token
What is the underlying asset of TBILL tokens? [​](https://docs.openeden.com/investor-faq/tbill-token#what-is-the-underlying-asset-of-tbill-tokens)​[​](https://docs.openeden.com/investor-faq/tbill-token#what-is-the-underlying-asset-of-tbill-tokens)The TBILL token is backed 1:1 by a pool of US T-Bills and USD held in custody with regulated financial institutions and custodians. Because US T-Bills are backstopped by the US government, they are considered to be the “risk-free” rate and one of the safest investments in the world.
How is the token price for TBILL tokens derived? Similar to yield-bearing tokens that accrue interest over time, TBILL tokens have a token price that corresponds to the NAV of the Fund’s holdings of US T-Bills portfolio. The TBILL token price is calculated as the net asset value (NAV) per token. The token price can be derived by dividing the NAV of the Fund by the total outstanding supply of TBILL tokens. Refer to [Token Price](/tbill/token-price) for more information.
How to know if each TBILL token is fully collateralized? TBILL tokens are backed 1:1 by a pool of US T-Bills and USD at all times. The underlying assets of the circulating supply of TBILL tokens can be independently verified through the following: * Daily and monthly NAV reports by the fund administrator​[​](https://docs.openeden.com/investor-faq/tbill-token#how-is-the-exchange-rate-for-tbill-tokens-derived) Refer to [Trust & Transparency](/tbill/trust-and-transparency#audit-and-attestations) for more information.
How secure are assets deposited with the Vault? Off-chain assets (US T-Bills and USD) are held in custody with regulated financial institutions and custodians. US T-Bills are also held in segregated accounts, which ensure that, in the unlikely event of a custodian's insolvency, fund assets will be excluded from assets available to creditors and will remain for the benefit of the fund. Refer to [On-chain Governance & Controls (I)](/tbill/on-chain-governance-and-controls-i) for more information.
Do TBILL token holders have a legal claim to the assets of the Vault? TBILL token holders are contractually entitled to a share of the redemption value of underlying assets held by the Fund, which corresponds to their investment. A token holder who wishes to redeem their investment will be paid an amount equal to the redemption price per token multiplied by the number of tokens set to be redeemed, net of fees.
Can TBILL tokens be transferred to others? An Investor may only transfer to other whitelisted Investors.
Does the TBILL exchange rate always increase? No. The TBILL token price reflects the net asset value of the Fund, which primarily comprises US T-Bills. If the interest rate curve remains constant, the portfolio is expected to increase in value every day, as the price of US T-Bills increases daily and converges to par at maturity. However, all bond prices are subject to interest rate risk. When interest rates rise, bond prices, including the TBILL token price, will fall. But this situation is temporary as US T-Bills will always mature at par, barring a default by the U.S. government. Refer to [Risks](/tbill/risks#interest-rate-risk) for more information.
## [​](https://docs.openeden.com/investor-faq/tbill-token#how-secure-are-assets-deposited-with-the-vault)[​](https://docs.openeden.com/investor-faq/tbill-token#do-tbill-token-holders-have-a-legal-claim-to-the-assets-of-the-vault)Smart Contract Vault
What is a smart contract vault? The OpenEden TBILL Vault, operated by the TBILL Fund, uses smart contracts to facilitate the on-chain subscription, issuance, and redemption of TBILL tokens in exchange for USDC. Smart contracts are self-executing programs that allow transactions between multiple parties to be conducted without an intermediary when predetermined conditions are met. Transactions with the TBILL Vault are settled in real time on a 24/7 basis.
How does OpenEden mitigate the Vault’s smart contract risks? River Labs Pte Ltd, the developer of the TBILL Vault, works with leading smart contract auditors to review the TBILL Vault’s protocols. The TBILL Vault has comprehensive guardrails in place to prevent systematic exploitation and hacking. On-chain assets, such as USDC, are also converted and held in fiat with regulated financial institutions and custodians in the name of the TBILL Fund, reducing any financial impact in the unlikely event of a smart contract exploit.
Which service providers are supporting the TBILL Vault? The Fund collaborates with leading banks, qualified custodians, and tier-1 legal counsel, including BNY (US T-Bills custodian), Coinbase Prime (fiat on-ramp), KPMG (tax advisor), Elliptic (blockchain compliance), Harneys (legal counsel), Protege Fund Services (fund administrator), TJ Assurance Partners PAC (fund auditor), and LSEG (US T-Bills market data provider).
Has the TBILL Vault been audited? The TBILL Vault’s smart contract is audited by Hacken and Verichains. Refer to [Risks](/tbill/risks#smart-contract-risk) and [Trust & Transparency](/tbill/trust-and-transparency#audit-and-attestations) for more information.
Which wallets are supported? [​](https://docs.openeden.com/investor-faq/smart-contract-vault#what-is-a-smart-contract-vault)[​](https://docs.openeden.com/investor-faq/smart-contract-vault#which-service-providers-are-supporting-the-tbill-vault)[**​**](https://docs.openeden.com/investor-faq/smart-contract-vault#has-the-vault-been-audited)[​](https://docs.openeden.com/investor-faq/smart-contract-vault#which-wallets-are-supported)​[​](https://docs.openeden.com/investor-faq/smart-contract-vault#what-is-a-smart-contract-vault)​[​](https://docs.openeden.com/investor-faq/smart-contract-vault#which-service-providers-are-supporting-the-tbill-vault)​[​](https://docs.openeden.com/investor-faq/smart-contract-vault#has-the-vault-been-audited)​[​](https://docs.openeden.com/investor-faq/smart-contract-vault#which-wallets-are-supported)The TBILL Vault supports connections with BitGo, Coinbase Wallet, Fireblocks, Gnosis Safe, Metamask, RakkaR, WalletConnect and Zodia Custody.
# Legal # User Agreement {% file src="/files/ahPeMqYr77IFanI79eam" %} {% file src="/files/lmKcT6b3DdltBBV4oL94" %} # AML/CFT Policy #### 1. Introduction to AML Policy[​](https://legal.openeden.com/aml_policy#1-introduction-to-aml-policy) Guided by the rules and regulations of the BVI Financial Services Commission, the purpose of this policy is to set the Firm’s internal practice, measures, procedures and controls relevant to the prevention of Anti-Money Laundering and Terrorist Financing and Know-Your-Customer principles. The policy on Anti-Money Laundering (AML), Combating the Financing of Terrorism (CFT), and Know-Your-Customer (KYC) is developed and updated by the Money Laundering Reporting Officer (hereinafter the “MLRO” or “reporting officer”) who is at the same time the compliance officer of the Company. The policy is applicable and shall be communicated by the reporting officer to all the employees of the Company. The Policy has been prepared to comply with the provisions of the Financial Services Commission’s Regulatory Code, (revised Jan 2020), Anti-money Laundering and Terrorist Financing Code of Practice (revised Jan 2020) and Anti-money Laundering and Terrorist Financing (Amendment) Code of Practice, 2022 (“the Code”) of the British Virgin Islands, and other relevant legislation as may be updated from time to time. The Financial Investigation Agency (“FIA”) is the institution where money laundering and financing of terrorism activities are observed and reported within it. The MLRO has a role in the monitoring and implementation of the Firm’s AML/CFT regime, including monitoring adherence to the Firm’s internal control systems to ensure full compliance with all enactments relating to AML/CFT. The employees and professionals of the Firm are obliged to report suspicious activity or transactions to the MLRO in the form established by the Firm. The Reporting Officer will make a report to the BVI Financial Investigation Agency (the “FIA”) of every suspicious customer or transaction relating to the Company. #### 2. Compliance Monitoring[​](https://legal.openeden.com/aml_policy#2-compliance-monitoring) The Board of Directors shall periodically conduct reviews to ensure that the Firm has adequate compliance arrangements that are commensurate with the scale, nature, and complexity of its operations. The Board of Directors shall perform an oversight function, with the day-to-day compliance monitoring duties delegated to the Compliance Officer, who shall be responsible for the following: * enforcing compliance and application of this Policy; * developing and maintaining effective and practical internal compliance policies and procedures to ensure compliance with regulatory requirements; identifying compliance risks and developing a compliance monitoring program which translate regulatory requirements to actionable task(s) for each Employee; * enhancing existing processes to ensure adherence to new regulatory requirements and internal policies; * performing appropriate regular reviews based on the compliance monitoring program; * coordinating and reviewing the filing of all routine reports with the appropriate regulatory bodies; and * reporting and remediating any issues or breaches and submitting updates to the Board of Directors. The Compliance Officer may be supported by external independent professional service providers to support the compliance function where appropriate #### 3. Client Onboarding: Know Your Customer[​](https://legal.openeden.com/aml_policy#3-client-onboarding-know-your-customer) 3.1. New Client Accounts/KYC It is the responsibility of our client service personnel and all relevant staff who services our Clients to “know” our clients, and be aware of their broad investment objectives and risk profiles. We must perform AML/KYC checks on all investors during the initial subscription process and also on a regular basis. All new client account opening forms have to be fully completed, processed and accepted by the Compliance Officer before the subscription can be processed. Compliance shall perform the due diligence process of “Know Your Customer” (KYC) for all our Clients. 3.1.1 Therefore, as set out by regulators, the Firm shall identify each customer by obtaining at least the following information: 1. full name, including any aliases; 2. unique identification number (such as an identity card number, birth certificate number or passport number, or where the customer is not a natural person, the incorporation number or business registration number); 3. the customer’s (i) residential address; or (ii) registered or business address, and if different, principal place of business, as may be appropriate; 4. date of birth, establishment, incorporation or registration (as may be appropriate); and 5. nationality, place of incorporation or place of registration (as may be appropriate). 3.1.2 Where the customer is a legal person or legal arrangement, the Firm shall, apart from identifying the customer, also identify the legal form, constitution and powers that regulate and bind the legal person or legal arrangement. We shall also identify the connected parties of the customer, by obtaining at least the following information of each connected party: 1. full name, including any aliases; and 2. unique identification number (such as an identity card number, birth certificate number or passport number of the connected party). 3.1.3 The Firm shall verify the identity of the customer using reliable, independent source data, documents or information. Where the customer is a legal person or legal arrangement, the Firm shall verify the legal form, proof of existence, constitution and powers that regulate and bind the customer, using reliable, independent source data, documents or information. 3.1.4 Where a customer appoints one or more natural persons to act on his behalf in establishing business relations with the Firm, or the customer is not a natural person, we shall: Identify each natural person who acts or is appointed to act on behalf of the customer by obtaining at least the following information of such natural person: 1. full name, including any aliases; 2. unique identification number (such as an identity card number, birth certificate number or passport number); 3. residential address; 4. date of birth 5. nationality; and 6. verify the identity of each natural person using reliable, independent source data, documents or information. 3.1.5 The Firm shall verify the due authority of each natural person appointed to act on behalf of the customer by obtaining at least the following: 1. the appropriate documentary evidence authorising the appointment of such natural person by the customer to act on his or its behalf; and 2. the specimen signature of such natural person appointed. 3.1.6 For the purposes of ongoing monitoring, the Firm shall: 1. monitor its business relations with customers; and 2. detect and report suspicious, complex, unusually large or unusual patterns of transactions. 3.1.7 The Firm shall ensure that all customer due diligence (CDD) data, documents and information obtained in respect of customers, natural persons appointed to act on behalf of the customers, connected parties of the customers and beneficial owners of the customers, are relevant and kept up-to-date by undertaking biennial reviews of existing CDD data, documents and information, and annual reviews for higher risk categories of customers. 3.1.8 Where there are any reasonable grounds for suspicion that existing business relations with a customer are connected with money laundering or terrorism financing, and where we consider it appropriate to retain the customer: 1. The Firm shall substantiate and document the reasons for retaining the customer; and 2. the customer’s business relations with the Firm shall be subject to commensurate risk mitigation measures, including enhanced ongoing monitoring. #### 4. Anti-Money Laundering and Terrorist Financing[​](https://legal.openeden.com/aml_policy#4-anti-money-laundering-and-terrorist-financing) 4.1 The Firm and all employees shall comply with FSC’s requirements on anti-money laundering and countering the financing of terrorism \[“AML/CFT”] requirements, as set out in the Code. The Firm shall take appropriate steps to identify, assess and understand its money laundering and terrorism financing risks in relation to our investors, and the countries or jurisdictions our investors are from or in. This requires that we document our risk assessments of the potential investor, keeping our risk assessments up-to-date on an annual basis; and having appropriate mechanisms to assist in our risk assessment of the investor, as outlined in our KYC procedures. 4.2 In addition, the Firm takes active steps to keep up-to-date with Financial Action Task Force (FATF)’s recommendations in strengthening its measures to tackle money laundering and terrorist financing. #### 5. The Firm’s Responsibility[​](https://legal.openeden.com/aml_policy#5-the-firms-responsibility) The following principles serve as a guide for the Firm and all employees in the conduct of our operations and business activities with respect to AML/CFT monitoring: * Exercise due diligence when dealing with clients, natural persons appointed to act on the client’s behalf, connected parties of the client and beneficial owners of the client. * Conduct its business in conformity with high ethical standards, and guard against establishing any business relations or undertaking any transaction, that is or may be connected with or may facilitate money laundering or terrorism financing. * Assist and cooperate with the relevant law enforcement authorities in all relevant jurisdictions to prevent money laundering and terrorism financing. #### 6. Risk-Based Approach[​](https://legal.openeden.com/aml_policy#6-risk-based-approach) In determining the level of identification and due diligence required for any particular clients, the Firm shall adopt a risk-based approach. 6.1 Each client who opens an account will be given a risk rating (low, medium or high) in accordance with the Firm’s risk assessment policies and FSC’s guidance. 6.2 The risk ratings are based on a number of factors including, but not limited to: * the nationality and address of the client * the type of industry the client is involved in, * whether the client is, or is associated with, a Politically Exposed Person (“PEP”) and * in the case of corporate clients, whether the company is regulated, and is privately held or publicly listed. The risk ratings must be reassessed at least once as follows: * low – once every 3 years; * medium – once every 2; and * high – once per annum. 6.3 The relationship should be monitored on an on-going basis with the risk rating assigned to the particular client defining how frequently the Firm monitors the account. Monitoring will ensure that the transactions are consistent with the Firm’s knowledge of the client, its business and risk profile. 6.4 In addition to risk assessment of individual investors, the Firm shall conduct a firm wide AML/CFT risk assessment to assess our overall AML/CFT risk exposure. This risk assessment should include, but not limited to, the following factors: * target investor markets and segments * profile and number of investors classified as high risk * volume and size of customer transactions * products and services offered * jurisdiction of operations Enterprise wide AML/CFT risk assessment shall be conducted every two years or upon any material changes to the risk factors. The results of the risk assessment shall be reported to and approved by the Board of Directors. #### 7. Onboarding Approval[​](https://legal.openeden.com/aml_policy#7-onboarding-approval) 7.1 The Firm shall ensure that adequate on-boarding checks and risk assessment have been completed before each investor is approved and on-boarded. The following check list shall be completed prior to on boarding of clients: 1. Client Profile and Account Opening Checklist 2. Connected Persons 3. Authorised Persons 4. Beneficial Ownership 5. Screening 6. Enhanced Due Diligence (For high risk clients) 7. Sign off (Approval for on-boarding) 8. Documents Collected 9. Risk Profile (To assess risk profile of clients) 7.2 In accordance with the Code, the Firm shall conduct due diligence under the following circumstances : 1. when establishing a business relationship; 2. when effecting a one-off transaction (including a wire transfer) which involves funds of or above US$15,000 or such lower threshold as the entity may establish; 3. Under the newly enforced 2022 Code, the Firm where applicable shall comply with the new “travel rule” in relation to transfers of virtual assets which requires originating and beneficiary Virtual Asset Service Providers (“VASP”) to obtain, verify, and maintain complete information on the originator and beneficiary of each transfer of virtual assets above US$1,000 before the transaction is executed, or accepted. 4. when there is a suspicion of money laundering or terrorist financing, irrespective of any exemption or threshold that may be referred to the Code including where an applicant for business or a customer is considered by an entity or a professional as posing a low risk; 5. where a business relationship or transaction presents any specific higher risk scenario; 6. when the firm has doubts about the veracity or adequacy of previously obtained customer identification data. #### 8. Client Due Diligence[​](https://legal.openeden.com/aml_policy#8-client-due-diligence) 8.1. Beneficial Owners When the client is not a natural person, the Firm must establish the ownership, control structure, and identify the natural persons who has a controlling interest in the client and the management of the client. 8.2. Simplified Customer Due Diligence The Firm is allowed to conduct simplified customer due diligence methods in cases where the Firm is satisfied that the risk of money laundering and terrorist financing is low. The simplified customer due diligence shall be commensurate with the level of risk, based on the risk factors identified by the Firm. 8.2.1 When simplified customer due diligence is performed, the Compliance Officer shall document: * The details of the risk assessment; and * The nature of the simplified customer due diligence measures 8.2.2 However, simplified customer due diligence shall not be performed: * where a client or any beneficial owner of the client is from or in a country or jurisdiction in relation to which the FATF has called for countermeasures; * where a client or any beneficial owner of the client is from or in a country or jurisdiction known to have inadequate AML/CFT measures, as determined by the Firm for itself or notified to the Firm by the FSC, or other foreign regulatory authorities; or * where the Firm suspects that money laundering or terrorism financing is involved. 8.3. Enhanced Customer Due Diligence The Firm must perform enhanced customer due diligence measures on clients determined to be high risk. 8.3.1 If a client is deemed high risk, the following steps must be taken before on boarding of the client: * obtain approval from the Board of Directors to establish or continue business relations with the client; * establish, by appropriate and reasonable means, the source of wealth and source of funds of the client and any beneficial owner of the client; and * conduct, during the course of business relations with the client, enhanced monitoring of business relations with the client. In particular, the Firm shall increase the degree and nature of monitoring of the business relations with and transactions for the client, in order to determine whether they appear unusual or suspicious. 8.3.2 Enhanced due diligence must be undertaken on clients: * from countries notified by the FSC or other regulators as having inadequate AML regulations in place and which has determined internally to be unacceptable * identified as Politically Exposed Persons (“PEP”) and * who are classified as high risk for money laundering and terrorist financing. 8.3.3 A “PEP” is defined as an individual who is or has been entrusted with prominent public functions and members of his or her immediate family, or persons who are known to be close associates of such individuals. 8.3.4 The Firm shall perform enhanced due diligence for: * domestic PEPs, their family members and close associates; * international organization PEPs, their family members and close associates; or * PEPs who have stepped down from their prominent public functions, taking into consideration the level of influence such persons may continue to exercise after stepping down from their prominent public functions, their family members and close associates, except in cases where their business relations or transactions with the Firm present a higher risk for money laundering or terrorism financing. 8.3.5 Screening / eWallet Screening 1. The Firm shall screen a client, natural persons appointed to act on behalf of the client, connected parties of the client and beneficial owners of the client against relevant money laundering and terrorism financing information sources, as well as lists and information provided by FSC or other relevant authorities for the purposes of determining if there are any money laundering or terrorism financing risks in relation to the client. 2. Additional screening shall be conducted for clients that transacts digital assets using eWallets, mobile money services and other digital financial service platforms. 8.3.6 Ongoing Monitoring The Firm shall monitor on an ongoing basis, its business relations with clients by observing the conduct of the client’s account and scrutinizing transactions undertaken throughout the course of business relations, to ensure that the transactions are consistent with the Firm’s knowledge of the client, its business and risk profile and where appropriate, the source of funds. In particular, the Compliance Officer must detect and report suspicious, complex, unusually large or unusual patterns of transactions in any of the accounts. 8.4 Reliance on Third Parties 8.4.1 For purposes of establishing a business relationship or conducting a transaction, the Firm may rely on an introduction made of an applicant for business or a customer by a third party as provided in the Anti-money Laundering Regulations. 8.4.2 An introduction made of an applicant for business or a customer shall be in writing and shall be recorded by the entity or professional receiving it. 8.4.3 Where such reliance are made, the Firm shall satisfy itself that: 1. the third party has a business relationship with the applicant for business or customer; 2. the third party has taken measures to comply with the requirements of BVI’s Anti-money Laundering Regulations or, if the third party resides outside the Virgin Islands, their equivalent in the third party’s jurisdiction; and 3. the requirements BVI’s Anti-money Laundering Regulations or, if the third party resides outside the Virgin Islands, their equivalent in the third party’s jurisdiction has been complied with. 8.4.4 The Firm remains responsible for ensuring compliance with relevant AML/CFT laws and regulations during the on-boarding process performed by the third party. The Compliance Officer shall monitor and periodically perform sample checks on the on-boarding documentation of the third party to ensure that all documents are in place. #### 9. Record-Keeping[​](https://legal.openeden.com/aml_policy#9-record-keeping) The Firm shall keep record of a business relationship or transaction or any other matter required to be maintained under the Anti-money Laundering Regulations and the Code in a form that it can be easily retrievable. 9.1 For CDD information relating to the business relations and transactions undertaken without an account being opened, as well as account files, business correspondence and results of any analysis undertaken, a period of at least 5 years following the termination of such business relations or completion of such transactions; and 9.2 For data, documents and information relating to a transaction, including any information needed to explain and reconstruct the transaction, a period of at least 5 years following the completion of the transaction. #### 10. Suspicious Transaction Reporting[​](https://legal.openeden.com/aml_policy#10-suspicious-transaction-reporting) 10.1 Where there are reasonable grounds for suspicion that the assets or funds of a customer are proceeds of drug dealing or criminal conduct, or are property related to the facilitation or carrying out of any terrorism financing offence, the Firm shall not establish business relations with, or undertake a transaction for, the customer; and submit a Suspicious Activity or Suspicious Transaction report to the Report Officer. 10.2 In order to ensure that the Firm to meet its legal requirements on Anti-Money Laundering, all employees must be mindful of the issue of money laundering and constantly stay vigilant for signs of such activities. 10.3 Examples of suspicious transactions include: * Attempts to settle large and unusual transactions in cash or bearer form; * A client being introduced by an overseas bank, affiliate or other client both of which are based in countries where production of drugs or drug trafficking may be prevalent; * Abnormal redemption instructions or settlement instructions; and * Any dealing with an agent where the identity of the ultimate beneficiary or counterparty is undisclosed, contrary to normal procedures for the type of business concerned. 10.4 If Employees of the Firm are suspicious about a client or transaction, they should as a first step request more information from the client about the circumstances surrounding the transaction. 10.5 The Employees must decide if the explanation received is reasonable and legitimate and if not the Employees must make a decision about whether the client’s activity is suspicious or not and if decided it is, report the transaction to the Reporting Officer. 10.6 The Report Officer shall without delay, conduct a balanced and objective assessment before making a decision whether or not to report to the Financial Investigation Agency (“FIA”). #### 11. Staff Training[​](https://legal.openeden.com/aml_policy#11-staff-training) 11.1 Employees of the Firm shall attend training in relation to AML/CTF on a regular basis. Refresher training should be undertaken at least once a year. The Compliance Officer or any other qualified service provider may conduct this training. 11.2 Consistent with the training obligations outlined in the Anti-money Laundering Regulations, the Firm shall ensure its employees: 1. receive appropriate and proportionate training to the standard and level required by the Anti-money Laundering Regulations, in relation to money laundering and terrorist financing; and 2. employing appropriate systems and procedures of testing the awareness and understanding of the Anti-money Laundering Regulations. # Cookie Policy We at OpenEden use cookies to ensure you get the best experience when you are using our services. This Cookie Policy provides you with clear and comprehensive information about the cookies we use and the purpose for using those cookies on this Platform. Please read the following carefully to understand our policies and practices regarding the use of cookies on our Platform. By using or accessing our Platform, you agree to this Cookie Policy. This policy may change from time to time and your continued use of the Platform is deemed to be acceptance of such changes, so please check the policy periodically for updates. #### 1. Your Consent[​](https://legal.openeden.com/cookie-policy#1-your-consent) You consent to placement of cookies on your browser by us and our third-party service providers. Please read this Cookie Policy carefully for details about why we use cookies and the information they collect from and about you. #### 2. Withdraw Your Consent Any Time[​](https://legal.openeden.com/cookie-policy#2-withdraw-your-consent-any-time) If you do not wish to accept cookies in connection with your use of the Platform, you will need to delete and block or disable cookies via your browser settings; see below for more information on how to do this. Please note that disabling cookies will affect the functionality of the Platform and may prevent you from being able to access certain features on the Platform. #### 3. What Are Cookies?[​](https://legal.openeden.com/cookie-policy#3-what-are-cookies) A cookie is a small file of letters and numbers that may be stored on your browser or the hard drive of your computer when you visit our Platform. Cookies contain information about your visits to that Platform. A cookie is a small piece of data that a Platform asks your browser to store on your computer or mobile device. The cookie allows the Platform to "remember" your actions or preferences over time. Most browsers support cookies, but users can set their browsers to decline them and can delete them whenever they like. #### 4. Why Do We Use Cookies?[​](https://legal.openeden.com/cookie-policy#4-why-do-we-use-cookies) Cookies are commonly used by Platforms to serve many different functions. We use cookies on our Platform to allow us to tailor our Platform to your needs and deliver a better and more personalized service. Cookies help us improve the performance of our Platform by enabling us to: * Help you navigate between pages on the Platform efficiently * Protect your security * Remember information about your preferences and recognize you when you return to our Platform * Allow us to customize our Platform according to your individual interests * Measure how people are using our services in order to improve our services and browsing experience * Speed up your searches * Make our Platform easier to use * Generally give you a better online experience Cookies are not unsafe or in themselves a threat to your online privacy, as we do not store sensitive information. The cookies used on our Platform never collect anything that personally identifies you, such as your name or address, and we never sell your details to any third parties. #### 5. How Are Cookies Used?[​](https://legal.openeden.com/cookie-policy#5-how-are-cookies-used) The web server providing the webpage can store a cookie on the user's computer or mobile device. An external web server that manages files included or referenced in the webpage is also able to store cookies. All these cookies are called http header cookies. Another way of storing cookies is through JavaScript code contained or referenced in that page. Each time the user requests a new page, the web server can receive the values of the cookies it previously set and return the page with content relating to these values. Similarly, JavaScript code is able to read a cookie belonging to its domain and perform an action accordingly. We use “analytics” cookies, which, in conjunction with our web server’s log files, allow us to calculate the aggregate number of people visiting our Platform and which parts of our Platform are most popular. This helps us gather feedback so that we can improve our Platform and better serve our users. We do not generally store any personal information that you provide to us in a cookie. We also use “social media” cookies to personalize your interaction with third-party social media platforms such as Twitter and Facebook, where our Platform uses such features. Such cookies recognize users of these social media sites when you view social media content on our Platform. They also allow you to quickly share content across media, through the use of simple “sharing” buttons. #### 6. What Are Different Types of Cookies?[​](https://legal.openeden.com/cookie-policy#6-what-are-different-types-of-cookies) **First-party cookies** are our own cookies set by our Platform, controlled by us and used to provide information about the usage of our Platform. **Third-party cookies** are cookies from any other domain. We use a number of suppliers that may also set cookies on your device on our behalf when you visit our Platform to allow them to deliver the services they are providing. #### 7. How Long Do Cookies Stay On Your Computer?[​](https://legal.openeden.com/cookie-policy#7-how-long-do-cookies-stay-on-your-computer) Cookies that are used on a Platform may be either session cookies or persistent cookies. * **Session cookies** are temporary cookies that remain on your device until you leave the Platform. * **Persistent cookies** are stored on your hard drive until you delete them or they reach their expiry date. These may, for example, be used to remember your preferences when you use the Platform and recognize you on your return. #### 8. What Cookies Do We Use?[​](https://legal.openeden.com/cookie-policy#8-what-cookies-do-we-use) **Strictly Necessary cookies**: Some cookies are essential for the operation of our Platform. These cookies are essential in helping you to move around our Platform and use the features, such as accessing secure areas of the Platform. We may use Strictly Necessary cookies to: * Remember the goods and services you selected when you get to the payment page * Identify you as being logged in to the site * Provide access to protected areas of a Platform * Remember previously entered text so it’s not lost if the page refreshes Consent is not required for Strictly Necessary cookies, as they are required for us to provide the services requested by you. **Performance cookies**: These cookies simply help us improve the way our Platform works. We utilize these cookies to analyze how our visitors use our Platform and to monitor our Platform performance. They tell us how people use each page, which ones are most commonly viewed, or whether any errors occurred. This allows us to provide a high-quality experience and quickly identify then fix any issues that arise. We may use Performance cookies to: * Store preferences to see which method of linking between pages is most effective * Enable web analytics to provide anonymous statistics on how our Platform is used * To assist with error management in helping us improve the Platform by measuring any errors that occur You can delete or manage Performance cookies as instructed in the last section of this Cookie Policy. **Functionality cookies**: We use Functionality cookies to allow us to remember your preferences. For example, we may store your geographic location in a cookie to ensure that we show you our Platform localized for your area. We also use Functionality cookies to provide you with enhanced services such as allowing you to watch a video online or comment on a blog. We may use Functionality cookies to: * Remember settings you have applied such as layout, colors, font sizes and page backgrounds * Remember if we’ve already asked you if you want to fill in a survey * Detect if you have already seen a pop-up to ensure it doesn't get shown to you again * Process a request from a user to submit a comment or blog or forum post If you delete these Functionality cookies, any preferences or settings you selected will not be retained for later visits. **Targeting cookies**: These cookies help us make sure the adverts you see on our Platform are relevant to you and your interests. Cookies may be placed on your device by our third-party service providers, which remember that you have visited a Platform in order to provide you with targeted adverts which are more relevant to you. However, we do not tell our advertisers who you are. We may use Targeting cookies to #### 9. How to Manage Your Cookies[​](https://legal.openeden.com/cookie-policy#9-how-to-manage-your-cookies) Most Internet browsers are initially set up to automatically accept cookies. Unless you have adjusted your browser settings to refuse cookies, our system will issue cookies when you direct your browser to our Platform. You can refuse to accept cookies by activating the appropriate setting on your browser. Please be aware that restricting the use of cookies may impact on the functionality of our Platform and you may be unable to access certain parts of our Platform. Depending on your browser, further information can be obtained via the following links: * Firefox * Internet Explorer * Google Chrome * Safari * Opera If you use different devices to access our Platform (e.g. your computer, mobile) you will need to ensure that each browser on each device is adjusted to suit your cookie preferences. Mobile phone users may have to refer to their handset manual for details on how to block cookies using their mobile browser. #### 10. Consent to the Use of Cookies on This Platform[​](https://legal.openeden.com/cookie-policy#10-consent-to-the-use-of-cookies-on-this-platform) By continuing to use our Platform, you are deemed to consent to our use of the cookies described in this Policy. If you do not consent to our Cookie Policy, then please read the next section of this policy entitled “Blocking Our Use of Cookies.” #### 11. Blocking Our Use of Cookies[​](https://legal.openeden.com/cookie-policy#11-blocking-our-use-of-cookies) You as a user have the right to decline the use of cookies during your visit to our site. Whilst this is your right, it may result in you not being able to use all of the functionality of our site. You can block our use of cookies by activating the settings in your browser. In order to use certain services offered through our Platform, your web browser must accept cookies. If you choose to withhold consent, or subsequently block cookies, some aspects of the Platform may not work properly and you may not be able to access all or part of our Platform. The Help feature on most browsers will tell you how to prevent your browser from accepting new cookies, how to have the browser notify you when you receive a new cookie and how to disable cookies altogether. Additionally, you can disable or delete similar data used by browser add-ons, such as Flash cookies, by changing the add-on's settings or visiting the Platform of its manufacturer. #### 12. Links to Other Platforms[​](https://legal.openeden.com/cookie-policy#12-links-to-other-platforms) This Cookie Policy does not cover the links within this site linking to other Platforms. We encourage you to read the privacy statements on the other Platforms you visit. # Electronic Signature Policy #### 1. Introduction[​](https://legal.openeden.com/esign-policy#1-introduction) This document outlines OpenEden’s (“OE”) electronic signature policy. An electronic signature may replace a wet signature or an electronic record may replace a paper document. OE implements this electronic signature policy to increase the efficiency of operational transactions that previously required wet signatures on paper documents. This policy applies to all forms of electronic signatures and electronic records used to conduct official business. Official business includes, but is not limited to, electronic communications, transactions, procurements, contracts, and other official purposes. #### 2. Definitions[​](https://legal.openeden.com/esign-policy#2-definitions) **Approval Authority**: for purposes of this policy, means the Executive Director, Assistant Executive Director, or designee. **Approved Electronic Signature Method**: one that has been approved in accordance with this policy and applicable state and federal laws, and which specifies the form of the electronic signature, the systems and procedures used with the electronic signature, and the significance of the use of the electronic signature. **Authentication**: the process of securely verifying the identity of an individual applying an electronic signature. **Electronic**: relates to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. **Electronic Record**: any record created, used, or stored in a medium other than paper, such as: information processing systems, computer equipment and programs, electronic data interchange, electronic mail, voice mail, text messages, information in mobile devices. To the extent that facsimile, telex, and/or telecopying. And/or former hard copy documents are retained in electronic form, through a scanning process, they are also considered electronic records. **Electronic Signature**: an electronic sound, symbol, or process, attached to or logically associated with and executed or adopted by a person with the intent to sign the record. An electronic signature must be attributable (or traceable) to a person who has the intent to sign the record with the use of adequate security and authentication measures that are contained in the method of capturing the electronic transaction (e.g., use of personal identification number or personal log-in identification username and password), and the recipient of the transaction must be able to permanently retain an electronic record of the transaction at the time of receipt. **Electronic Transaction**: a transaction conducted or performed, in whole or in part, by electronic means or electronic records. **Record**: information that is inscribed in a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. Financial and other documents or forms are records. **Security Procedure**: used to verify that an electronic signature, record, or performance is that of a specific person; to determine that the person is authorized to sign the document; and, to detect changes or errors in the information in an electronic record. **Wet Signature**: a document that is physically marked. #### 3. Policies on Electronic Signature Use[​](https://legal.openeden.com/esign-policy#3-policies-on-electronic-signature-use) To the fullest extent permitted by law, OE accepts electronic signatures as legally binding and equivalent to wet signatures to signify an agreement or intent to enter into a contract. A. Mutual Agreement by the Parties This policy applies to transactions between parties each of which agree to conduct transactions by electronic means. Signees may opt out of using electronic signatures. **Opt Out Clause**: By signing this document, you are agreeing that you have reviewed the information contained in the record and agree to the terms of the record using electronic communications, to receive notices and disclosures electronically, and to use electronic signatures in lieu of using physical documents. You are not required to receive notices and disclosures or sign documents electronically. If you prefer not to do so, you may request to receive physical copies and withdraw your consent at any time. B. Required Signature When OE’s policies or operational practices require that a record has a signature of an authorized person, the requirement is met when the electronic record has associated with it an electronic signature using an approved electronic signature method. When OE’s policies or operational practices require that a document has a signature of an authorized person, the requirement is met when the electronic record has associated with it an electronic signature using an approved electronic signature method. #### 4. E-Signature Transaction Approval and Responsibilities[​](https://legal.openeden.com/esign-policy#4-e-signature-transaction-approval-and-responsibilities) A. Authorized Person Verification The signing of a record using an approved electronic signature method does not mean that the record has been signed by a person authorized to sign or approve that record. OE implements procedures used to confirm that the person signing the record has the appropriate authority and intent to sign the record. B. Approval of Electronic Signature Methods by the Approval Authority The final approval of any electronic signature method will be by the approval authority. In determining whether to approve an electronic signature method, consideration is given to the systems and procedures associated with using that electronic signature, and whether the use of the electronic signature is at least as reliable as the existing method being used. This determination is made by the approval authority through the selection of a sufficient electronic signature service and reviewing all electronic signatures. In the event that it is determined that a previously approved electronic signature method is no longer trustworthy, the approval authority will revoke the approval of that electronic signature method. #### 5. Implementation and Security Procedures[​](https://legal.openeden.com/esign-policy#5-implementation-and-security-procedures) The following requirements pertain to approved electronic signature methods: 1. Specific transactions that may be conducted by electronic means must be identified; 2. The manner and format in which electronic records are created, generated, sent, communicated, received, and stored, and the systems established for those purposes must be specified 1. The method complies with any law or regulation that requires electronic records which must be signed by electronic means; 2. Specify the type of electronic signature required, the manner and format in which the electronic signature must be affixed to the electronic record, and the identity of, or criteria that must be met, by any third party used by a person filing a document to facilitate the process. 3. Control processes and procedures implemented assure adequate preservation, disposition, integrity, security, confidentiality, and auditability of electronic records; 4. An inventory of all approved electronic signature methods is maintained; and 5. Approval of an electronic signature method must be obtained as follows: 1. An analysis of the nature of the transaction or process to determine the level of protection needed and the level of risk that can be tolerated. The analysis includes: 1. A review of technological options and follow commercial trends as appropriate; 2. Identifying and documenting any potential costs, quantifiable and unquantifiable, direct and indirect, in performing a cost/benefit analysis; 3. Developing a comprehensive plan for converting a traditional process to an electronic one; and 4. Identifying all information relevant to the process. 6. Electronic signatures may be implemented using various methodologies depending on the risks associated with the transaction, and all relevant state, federal, and university regulations. Examples of transaction risks include: fraud, non-repudiation, and financial loss. The quality and security of the electronic signature method shall be commensurate with the risk and needed assurance of the authenticity of the signer. 7. The electronic signature methodology shall be commensurate to the assurances needed for the risks identified. In addition, specifications for recording, documenting, and/or auditing the electronic signature as required for non-repudiation and other legal requirements shall also be determined by the unit. 8. OE adopts security procedures for electronic signatures, electronic transactions, and electronic records that are practical, secure, and balance risk and cost. It is not the intent of this policy to eliminate all risk, but to provide a process for undertaking appropriate analysis prior to approving the use of electronic signatures, transactions, and records for specific operational practices and to determine if those practices conduct an analysis determining when electronic signatures can replace wet signatures. 9. The level of security that an electronic signature methodology employs shall adhere to industry best practices and align with state and federal regulations. #### 6. Violations and Sanctions[​](https://legal.openeden.com/esign-policy#6-violations-and-sanctions) Any individual or party that makes inappropriate or illegal use of electronic signatures, transactions and/or records is subject to sanctions up to and including dismissal, suspension, and criminal prosecution. # Privacy Policy OpenEden (“OE”) is committed to protecting the privacy of people who use our services (including clients and subscribers to online services), job applicants and current employees, contacts, business partners and users to the OE's website. This Privacy Policy details how OE collects, uses, discloses, transfers and stores your personal information. This Privacy Policy applies to personal information about you that we collect, use and otherwise process in connection with your relationship with OE. Personal information processed by OE in connection with this Privacy Policy is controlled by a "data controller" (as provided for under applicable data protection laws). The information collected through the website and the data controller for personal information collected by OE is listed in the Data Controller page at the end of this Privacy Policy. As set out in this Privacy Policy it may be necessary for regulatory reasons for OE to share your personal data. In such circumstances business partners, advisers and sub-advisers of OE may be joint data controllers of your personal information. If you have any questions about any aspect of this Privacy Policy please contact us at and we will do our best to attend to your query. Please note that throughout this Privacy Policy the word "website" refers to any web page and portal directly controlled and managed by OE. #### 1. IP Addresses and Other Technical Information[​](https://legal.openeden.com/privacy_policy#1-ip-addresses-and-other-technical-information) 1.1 An IP address is a unique address that identifies a device on the internet or a local network. IP stands for "Internet Protocol," which is the set of rules governing the format of data sent via the internet or local network. In essence, IP addresses are the identifier that allows information to be sent between devices on a network for communication purposes. In addition to your IP address, we may also collect: your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform, information about your visit including the full Uniform Resource Locators (URL), clickstream to, through and from the website (including date and time), pages viewed, download errors, page interaction information (such as scrolling clicks) and methods used to browse away from the website. 1.2 OE uses this information for its legitimate reasons to compile statistical data on the use of our website and to track how users navigate through our website in order to enable us to evaluate and improve it. #### 2. Information Collected by Using Our Website[​](https://legal.openeden.com/privacy_policy#2-information-collected-by-using-our-website) 2.1 You are not required to provide any personal information when accessing our website for general review. 2.2 If you accept our User Policy to use our services and to subscribe to our products, you will be required to upload information for KYC (Know-Your-Customer) purposes. This is required by regulators as part of the client’s onboarding process. Personal information such as names, addresses, email addresses, telephone numbers, date of birth and other personal details including your financial status will be collected for evaluation purposes. Such information are collected from users of the website who voluntarily input such information. 2.3 If you communicate with OE via our online enquiry form, we may add you to our contact database unless you do not wish to be added. #### 3. Contact Database[​](https://legal.openeden.com/privacy_policy#3-contact-database) 3.1 Information that we typically hold in our database includes your contact information, including your name, job title, organisation's name, address, phone number(s), email address(es) and other identifier information; 3.2 From time to time we may ask you by email to review your contact details and mailing list preferences, and update them as necessary. This not only helps us to keep the contact information we hold about you up-to-date, it also ensures that we only send you information that you have requested and/or is relevant to you. #### 4. Interactions With OE[​](https://legal.openeden.com/privacy_policy#4-interactions-with-oe) 4.1 We retain personal information relating to interactions between OE and people who use our services (including clients and subscribers to online services), job applicants and current employees, alumni, contacts and business partners, including information relating to the services that we provide. We only retain information that is necessary for the purposes set out in this Privacy Policy. #### 5. Use of Your Personal Information[​](https://legal.openeden.com/privacy_policy#5-use-of-your-personal-information) 5.1 OE shall only collect and process personal information where it has a legal basis for doing so. This includes: * using the personal information for the regulatory and compliance purpose, where OE has a legal duty to comply; * circumstances where you consent to the collection and use, and where OE has a legitimate interest in collecting and processing the personal information; and * where the basis of processing is in accordance with relevant data privacy laws, whereby it is our legal obligation to meet such requirements 5.2 OE uses personal information which we have collected from you in order to: * provide you with a more tailored and effective customer service; * perform customer due diligence to the extent as necessary in accordance to the governing jurisdiction(s) of which the services are performed and to ensure compliance with all applicable regulatory requirements and applicable law; * communicate with you via various channels such as electronic mails for administrative matters such as providing investment updates and billings; * communicate with you in connection with any services that we are providing to you and otherwise perform the services for you that you have engaged us to provide; * provide subscription and redemption information; * carry out related administrative matters, which may include audit matters; and * market our services and products to you where OE has a legitimate interest, or you have consented to us doing so and in accordance with your preferences 5.3 OE shall only collect, use and otherwise process information revealing your physical and mental health, sexual orientation, political opinions, religious or other beliefs and commission or alleged commission of a criminal offence which is treated by applicable data protection laws as a "sensitive" or "special" category of personal information, where and only if it is relevant to our services. Such information shall be processed under applicable data protection laws. OE will only collect such information where this is necessary in connection with compliance and regulatory requirements or necessary for reasons of public interest. 5.4 OE may need to collect and process personal information for certain legal compliance purposes before OE can perform certain services for you. This includes due diligence checks relating to anti-fraud, anti-money laundering, countering of financing of terrorism and other know-your-customer obligations. If you choose not to give us this personal information then it may delay or prevent OE from meeting our obligations and we may not be able to perform such services for you #### 6. Marketing[​](https://legal.openeden.com/privacy_policy#6-marketing) 6.1 We may wish to use the personal information that we collect about you, to provide you with relevant marketing communications. We shall only send such marketing communications to you to the extent that doing so is in the legitimate business interests of OE or where you have consented to us doing so. 6.2 You may withdraw that consent at any time by contacting us at In addition, each electronic marketing communication that you receive shall have an "unsubscribe" option, which will allow you to stop receiving similar communications in the future. #### 7. Change of Ownership[​](https://legal.openeden.com/privacy_policy#7-change-of-ownership) 7.1 In the event of a re-organisation, change in ownership, or transfer of all or part of our business, we reserve the right to transfer all of OE's data, including personal information, to a new entity or to third parties through which the business of OE will be carried out. We will use all reasonable efforts to notify you of such change by posting on our website and via an email sent to the email address you provide. #### 8. Transfer of Information to Third Parties[​](https://legal.openeden.com/privacy_policy#8-transfer-of-information-to-third-parties) 8.1 OE has business relationships with third parties. In some instances we may disclose your personal information to third parties such as fund administrators, legal counsels, auditors etc. where this is necessary to perform the services for which you have engaged OE for. Under such circumstances, OE will ensure that the third party is contractually bound to only process personal information in accordance with applicable data protection laws and with OE's specific instructions and requirements, and at all times in a manner that protects your rights under applicable data protection laws. Our business partners and service providers will be required to meet our standards on processing information and security. The information we provide them, including your information, will only be provided in connection with the performance of their function. They will not be permitted to use your information for any purposes other than those outlined in this Privacy Policy. 8.2 In relation to any other third parties, OE will only disclose or transfer your information where you have given your consent or where we are required to do so by law or other regulatory code or practice, or where it is necessary for the purpose of, or in connection with legal proceedings or in order to exercise or defend legal rights. #### 9. Transfer of Information Abroad (International Transfers)[​](https://legal.openeden.com/privacy_policy#9-transfer-of-information-abroad-international-transfers) 9.1 As part of the transfers of personal information under Clause 8, personal data may be transferred to or accessed from countries whose laws provide a level of protection for personal data not always equivalent to the level of protection that may be provided in your own country. In particular, if you are located inside the British Virgin Islands ("BVI") your personal information may be transferred to a country outside of the BVI. 9.2 OE ensures that cross border transfers comply with all relevant laws and regulations and such transfer is necessary for the performance of the services for which OE has been engaged in your interests, or the transfer is otherwise permitted by applicable data protection laws. 9.3 Subject to your express consent, OE will only transfer your personal information to a country that is deemed to have an adequate level of protection under the applicable data protection law or otherwise where OE has put in place adequate safeguards to protect the personal information. In particular where OE sends your personal information outside of the BVI, OE shall only do so where the recipient of the information is subject to data protection regime approved under applicable law. #### 10. Retention of Data[​](https://legal.openeden.com/privacy_policy#10-retention-of-data) 10.1 OE shall only retain your personal information for so long as there is a legal need to retain the information for the purposes set out in this Privacy Policy. OE’s retention period is aligned with mandatory requirements under the applicable laws. #### 11. Security[​](https://legal.openeden.com/privacy_policy#11-security) OE is committed to protecting the security of your personal information. We engage reputable IT service providers that has robust security technologies and procedures to help protect your personal information from unauthorised access, use, or disclosure. #### 12. Your Rights[​](https://legal.openeden.com/privacy_policy#12-your-rights) You have various rights in respect of the personal information that we collect, use, disclose and transfer concerning you. These rights are set out below. Should you wish to exercise your rights please contact us at | Right of Access |

You are entitled to obtain from us details concerning the processing of your personal information. This includes details of the data being processed, the purposes of the processing, any recipients of that information, the period for which the information is processed, the source of the information (if it is not provided by you), any international transfers of the information and the protections we put in place to protect your information. You are also entitled to details of any automated decision making, including profiling, involving your information.
You are entitled to a copy of the personal information we process about you (including in electronic form). Additional copies may be subject to a reasonable administrative fee.

| | --------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | | Right to Rectification | You are entitled to have any incomplete and inaccurate personal information held by us rectified. | | Right to Erasure ("be forgotten") |

In certain circumstances you are entitled to have personal information erased, including where this is no longer necessary for the purposes for which it was collected and/or processed; or you withdraw consent to our use of the information.
We may continue processing the information in certain circumstances, including: if there are grounds other than consent for processing the information; where processing is in compliance with a legal obligation or for reasons of public interest; or for the exercise or defence of legal claims.
If you request that we erase your personal information we shall advise you if we consider that there are on-going grounds permitting us to continue processing your information.

| | Right to Restrict Processing |

You can ask us to restrict the processing of personal information that OE holds if: you contest the accuracy of the personal information we process about you; you consider that the processing is unlawful but you do not want us to erase the information; we do not require to continue processing the information but you wish the information to be retained in connection with a legal claim; or you have objected to the grounds upon which we process the information.
Where you have asked us to restrict processing the information we shall only hold, process and erase the information as permitted by you or as permitted by applicable data protection laws. We will advise you if we do not agree with your request to restrict processing and our reasons.

| | Right to Data Portability | Where you provide personal information to us and consent to us using it and the processing is carried out by automatic means you are entitled to receive a copy of that information in a machine-readable format and for that to be provided to another data controller, where technically possible. | | Right to Object |

You are entitled to object to OE collecting, using and otherwise processing your personal information where the basis for the processing is OE’s legitimate interests or the processing is in the public interest. In such circumstances we shall cease processing your personal information unless: we are legitimately processing the information on a different basis; there are compelling legitimate grounds for continuing to process the personal information; or we are otherwise permitted to process the information under applicable data protection laws. If applicable, we will advise you of the basis upon which OE continues to process your personal information.
If you are not clear of the ground(s) upon which we collect, use and process your personal information you can ask us to confirm this to you, as part of the Right of Access outlined above.

| | Right to Withdraw Consent | Where you have given us consent to make use of your personal information for any of the purposes outlined in this Privacy Policy you shall be entitled to withdraw that consent. You may do this by emailing us at . | | Right to Complain |

In the event that you have any questions, concerns or complaints regarding this Privacy Policy or the manner in which OE collects, uses and otherwise processes your personal information we shall always seek to address the same promptly and to your satisfaction. However if you consider that we have not done so you are entitled to lodge a complaint to your local supervisory authority.
If you are unclear who the appropriate supervisory authority is for you, please contact us at .

| **Cookies** Cookies are text files containing small amounts of information which are downloaded to your device when you visit a website. Cookies are then sent back to the originating website on each subsequent visit, or to another website that recognises that cookie. Cookies are useful because they allow a website to recognise a user’s device. Cookies do lots of different jobs, like letting you navigate between pages efficiently, remembering your preferences, and generally improve the user experience. They can also help to ensure that adverts you see online are more relevant to you and your interests. For information on the cookies used on OE's website, please see our Cookie Policy. **Updates** This Privacy Policy may be updated from time to time and was last updated in March 2023. The current version of this Privacy Policy shall be displayed at OE’s website or may otherwise be requested at . **Contact information** If you have any questions in relation to this Privacy Policy please contact us at . # Introduction The OpenEden OpenDollar ("USDO") is a rebasing yield-bearing stablecoin issued by OpenEden Digital ("OED"), a Bermuda Monetary Authority ("BMA") licensed digital asset issuer. OED is a wholly owned subsidiary of OpenEden Group ("OEG"). The value of USDO is fixed at $1, providing stability to its holders while offering a yield on the underlying reserve assets. USDO rebases daily, which allows holders to earn yield generated from reserves backed by US Treasury bills and reverse repurchase agreements. This unique mechanism ensures that USDO maintains a stable value while distributing yield to token holders. USDO is available in two token formats, each accruing value differently: | Token | Balances | Price | | -------------------------- | ------------- | ------------------- | | [USDO](/usdo/usdo-token) | Rebases Daily | Fixed at $1 | | [cUSDO](/usdo/cusdo-token) | Constant | Increases over time |

# Product Structuring USDO is issued by OpenEden Digital (“OED”), a Bermuda Monetary Authority (“BMA”) licensed digital asset issuer. OED is a wholly owned subsidiary of OpenEden Group (“OEG”). USDO will be issued out of a Bermuda-registered and licensed segregated accounts company (“SAC”), OED. OED will operate under a Digital Assets Business License issued by the Bermuda Monetary Authority (“BMA”), permitting it to issue, sell, or redeem virtual coins, tokens, or any other form of digital asset. # Bankruptcy Remoteness By issuing and redeeming the USDO through OED, which is set up as a SAC, this affords USDO holders’ assurance that under the SAC Act of Bermuda: 1. There is a mandatory segregation of USDO assets and liabilities from the general accounts of OED. 2. All assets backing USDO will be kept in a segregated account separate and distinct from all other funds and assets of the general account of OED. 3. OED, its shareholders, and its other creditors shall have no recourse or right to the assets and properties of the segregated account. 4. The segregated account cannot be used with respect to the obligations of the general account of OED or any other persons, whether during the insolvency, bankruptcy, or financial impairment of OED, its other shareholders, or affiliates, or otherwise. # USDO Reserves USDO is backed by high-quality, liquid reserves, primarily consisting of US Treasury Bills in the form of tokenized treasuries, such as but not limited to [TBILL](https://docs.openeden.com/treasury-bills-vault/introduction) and [BUIDL tokens](https://securitize.io/invest). These reserves are managed by OpenEden Digital ("OED") and are designed to ensure the stability and security of USDO. The foundation for maintaining 100% collateralization ratio is such that every USDO token in circulation is fully backed by equivalent assets. For the full list of reserve assets, please visit [here](/usdo/usdo-token/reserve-assets). US Treasury Bills are widely regarded as one of the safest financial instruments available. These securities are backed by the US government and provide a predictable yield. By maintaining a portfolio of Treasury bills with a short average maturity, the reserve value remains stable, and the interest rate risk is minimised. The transparent and robust management of USDO reserves provides users with assurance that the token is fully backed by secure, liquid assets, thereby maintaining confidence in its value and stability. To learn more about our transparency practices, please visit the [Transparency Section](/usdo/transparency).
# Eligibility An investor seeking to mint or redeem USDO is required to meet the eligibility criteria outlined in the [User Agreement](/usdo/legal/user-agreement), which includes: (a) being a non-US resident, (b) making a minimum initial purchase of USD 100,000, and (c) completing the necessary KYC approvals.
# Prohibited Jurisdictions Minting of USDO is limited to primary customers who intend to use OpenEden’s [TBILL](https://app.openeden.com/) or USDC to mint USDO. As such, it inherits the same restrictions as OpenEden’s TBILL product. Restricted countries: Abkhazia, Afghanistan, Angola, Belarus, Burundi, Central African Republic, Congo, Cuba, Ethiopia, Guinea-Bissau, Iran, Iraq, Ivory Coast (Cote D’Ivoire), Lebanon, Liberia, Libya, Mali, Burma (Myanmar), Nagorno-Karabakh, Nicaragua, North Korea, Northern Cyprus, Russia, Sahrawi Arab Democratic Republic, Somalia, Somaliland, South Ossetia, South Sudan, Sudan, Syria, Ukraine, United States and Venezuela, Yemen, Zimbabwe;
# Onboarding Steps 1. Head over to [OpenEden's Portal](http://app.openeden.com/login) and login by entering a valid email address 2. Complete the pre-onboarding questionnaire 3. Click on “Request Access” on the USDO product 4. Complete the KYC application by submitting the relevant supporting documents 5. Investors will receive an email to confirm that access has been granted. 6. Head over to OpenEden’s [USDO Portal](https://app.openeden.com/usdo) to perform primary minting/redemptions of the USDO token.
# Service Providers | | | | ----------------------- | ---------------------------------------- | | **Category** | **Service Provider** | | Digital asset issuer | OpenEden Digital Limited | | Digital asset custody | Bitgo Custody / Coinbase MPC Web3 Wallet | | Smart contract auditor | ChainSecurity | | Auditor | Harris And Trotter | | Onramp | Coinbase Prime | | Compliance analytics | Elliptic | | Offshore representation | Carey Olsen | | 3rd party signing | Protege Fund Services | # USDO Token This page covers the network that OpenDollar (USDO is available on) ### Supported Networks | Network | Token Standard | Token Contract Address | | ------------------- | -------------- | --------------------------------------------------------------------------------------------------------------------------------------- | | Ethereum | ERC-20 | [0x8238884Ec9668Ef77B90C6dfF4D1a9F4F4823BFe](https://etherscan.io/address/0x8238884Ec9668Ef77B90C6dfF4D1a9F4F4823BFe#readProxyContract) | | Base | ERC-20 | [0xaD55aebc9b8c03FC43cd9f62260391c13c23e7c0](https://basescan.org/token/0xaD55aebc9b8c03FC43cd9f62260391c13c23e7c0) | | Binance Smart Chain | BEP-20 | [0x302e52AFf9815B9D1682473DBFB9C74F9B750AA8](https://bscscan.com/token/0x302e52AFf9815B9D1682473DBFB9C74F9B750AA8) | We are actively expanding our network support. If you plan to have USDO on your network, please contact us for further details.
# Minting Workflow ### General Mint
#### **Process Overview** The general USDO minting process is as follows: 1. Revalidate all mint requests to ensure they are valid (perform KYT and double-check the whitelist off-chain). 2. Collateralize its reserves with tokenized RWA assets. 3. Mint the equivalent amount of USDO and send it to the client. ### Instant Mint The Instant Minting Feature allows authorized clients to mint USDO tokens in a single, atomic transaction using either USDC or TBILL tokens as collateral. All Investors will have to be granted *instantMint* access on-chain after clearing KYC/KYT checks with OpenEden’s(“OED”) onboarding team. This feature is designed for efficiency and security, ensuring a seamless experience for clients who meet OpenEden’s compliance requirements. **Accepted Collaterals** * **USDC** (1:1 minting ratio) * **TBILL tokens** (minting based on the TBILL exchange rate at the time of request) #### **Process** **Overview** 1. An **authorized user** initiates the instant mint function, selecting either USDC or TBILL as collateral. 2. The **smart contract calculates** the equivalent amount of USDO to be minted: * **USDC**: Minted at a **1:1 ratio**. * **TBILL**: Minted based on the **prevailing TBILL exchange rate**. 3. The **liquidity manager** instantly mints and transfers the USDO tokens to the authorized client’s wallet.
# Redemption Workflow ### Manual Redemption
#### **Process Overview** USDO clients can redeem their USDO stablecoins by transferring them to OED's wallet address before the daily cut-off time. After the [cut-off time](/usdo/usdo-token/cut-off-time), and only during US business days, OED will: 1. Revalidate all redemption requests to ensure they are valid (perform KYT and double-check the whitelist off-chain). 2. Bring back liquidity to fulfil redemption requests in a First-In-First-Out (FIFO) order. Each redemption will be fulfilled by: a. Burning the equivalent amount of USDO stablecoins in the daily queue. b. Transferring the USDC back to the redeeming user. \ Redemptions typically settle within 1 business day but can take up to **2 business days.** ### Instant Redemption
#### **Process Overview** OpenEden also offers an instant redemption facility up to a certain amount of liquidity, dependent on Circle and BlackRock-Securitize’s BUIDL liquidity injection. 1. Trigger an instant redemption by using USDO. 2. USDO Liquidity Manager contract will send the underlying TBILL to the TBILL protocol. 3. The TBILL protocol will then use its BUIDL allocation to redeem USDC from the Circle BUIDL smart contract. 4. USDC will then be returned to the initial user who triggered the instant redemption request
# Cut-Off Time All USDO mints and redemptions happen after the daily cut-off time during US business days. USDO clients must initiate their mint/redemption requests before the cut-off time to be included in the daily processing. After the cut-off time, no further subscription requests for that day will be accepted or processed. Any requests made after the cut-off time will be rolled over to the next business day. **The daily cut-off time is set at 8am UTC.**
# Bonus Multiplier The bonus multiplier is the key component behind the dynamic rebase mechanism of USDO balances which can be illustrated in the following balance formula of USDO: $$ USDO Balance= shares \*bonusMultiplier $$ The bonus multiplier will be programmatically updated daily including weekends to give users a fair reflection of the interest earned at a predetermined rate set by OpenEden Digital (“OED”) the issuer of the USDO stablecoin. USDO token holders should expect to see their balances increase daily due to this adjustment in bonus multiplier. Note: The APY will be preset by the issuer and may be adjusted periodically based on market conditions.
# Fees ### Minting Fee A minting fee of 3 basis points (0.03%) will be applied to each minting transaction. This fee will be deducted from the USDO amount being minted. ### Redemption Fee A redemption fee of 10 basis points (0.1%) will be applied to each redemption transaction. This fee will be deducted from the USDO amount being redeemed.
# Reserve Assets OpenEden’s OpenDollar (USDO) is backed by various reserve assets that can be found in the table below | Issuer | Product | Reference | | ---------------------- | ------- | ----------------------------------------------------------------------- | | OpenEden | TBILL | | | Securitize (Blackrock) | BUIDL | | | Securitize (VanEck) | VBILL | | | Hashnote (Circle) | USYC | | # cUSDO Token Compounding USDO ("cUSDO") is a wrapped version of the USDO token that allows users to engage with platforms and protocols that do not support rebasing tokens, while retaining USDO's value and stability. Unlike USDO, which distributes yield daily through rebasing, cUSDO accumulates yield through price accrual, resulting in the value of each cUSDO token increasing over time. This makes cUSDO particularly suitable for use with protocols that require stable token values or face compatibility issues with rebasing tokens. cUSDO is intended to be composable and interoperable Users can easily convert between USDO and cUSDO at any time by interacting with the cUSDO smart contract.
Note: There is no difference in interest accrued between USDO and cUSDO token formats \ Supported Networks | Network | Token Standard | cUSDO Smart Contract Address | | ------------------- | -------------- | --------------------------------------------------------------------------------------------------------------------- | | Ethereum | ERC-20 | [0xaD55aebc9b8c03FC43cd9f62260391c13c23e7c0](https://etherscan.io/address/0xaD55aebc9b8c03FC43cd9f62260391c13c23e7c0) | | Base | ERC-20 | [0x83dB73EF5192de4B6a4c92bD0141Ba1a0Dc87c65](https://basescan.org/address/0x83dB73EF5192de4B6a4c92bD0141Ba1a0Dc87c65) | | Binance Smart Chain | BEP-20 | [0x64748ea3E31d0B7916F0fF91b017B9f404DED8eF](https://bscscan.com/token/0x64748ea3E31d0B7916F0fF91b017B9f404DED8eF) | | Solana | Token-2022 | [BnANu5CtUogLqcvBNByJuwaRvRxNtVuDcAytwjsUUtqs](https://solscan.io/token/BnANu5CtUogLqcvBNByJuwaRvRxNtVuDcAytwjsUUtqs) | # Collateralization Ratio The collateralization ratio represents the extent to which the issuer's reserves back the circulating USDO tokens. A 100% collateralization ratio means that OED has sufficient reserves to allow redemptions of all USDO tokens at par value of $1, ensuring that each token is fully backed by the issuer's reserves. This ratio provides transparency and assurance to users that the value of USDO is supported by real assets, mitigating risks and maintaining stability. The collateralization ratio is determined using the following formula: ``` collateralizationRatio = Net Asset Value Of Issuer's (OED) Reserves / USDO tokens in Circulation ``` USDO's collateralization ratio can be found here on our transparency dashboard: {% embed url="" %}
# Transparency ### Reserves Dashboard A public reserves dashboard will be available on the USDO website to make it easier for anyone to independently review the on-chain reserve assets held by OED (the issuer) and verify the collateralization ratio to ensure OED has sufficient reserves. {% embed url="" %} ### Proof-Of-Reserves Chainlink PoR: {% embed url="" %} # Risks 1. USDO Reserves risk: USDO Reserves are held in the form of digital tokens/assets such as: 1. $TBILL tokens issued by Treasury Bills Institutional Liquidity Limited, a BVI-registered and regulated Professional Fund, managed by a Singapore-regulated fund manager (“TBILL Fund”). The $TBILL tokens are themselves backed dollar-for-dollar primarily by short-term US Treasury Bonds, together with Money Market Fund units, Repurchase Agreements, and BUIDL tokens issued by BlackRock’s $BUIDL Fund, held by the TBILL Fund in its custodian accounts held with regulated custodians. 2. $BUIDL tokens issued by BlackRock USD Institutional Digital Liquidity Fund Ltd (“BUIDL Fund”), a BVI-registered Professional Fund, which is managed by BlackRock Financial Management, Inc, a US Securities and Exchange Commission (the “SEC”) registered investment adviser under the US Investment Advisers Act of 1940. The $BUIDL tokens are themselves backed dollar-for-dollar by short-term US Treasury Bonds, notes, and other obligations issued or guaranteed as to principal and interest by the US Treasury, Reverse Repurchase Agreements, and cash held by the BUIDL Fund with regulated custodians. 3. $Benji tokens issued by Franklin OnChain US Government Money Fund (“Benji Fund”), a US-incorporated fund registered under the Investment Company Act of 1940, which is managed by Franklin Advisers, Inc, a US Securities and Exchange Commission (the “SEC”) registered investment adviser under the US Investment Advisers Act of 1940. The $Benji tokens are themselves backed dollar-for-dollar by government securities issued or guaranteed as to principal and interest by the US Treasury, certificates of deposit of the same, and Reverse Repurchase Agreements, held by the Benji Fund with regulated custodians. 4. $USYC tokens issued by Hashnote International Short Duration Yield Fund Ltd (“SYDF Fund”), a Cayman Islands incorporated investment fund, which is managed by Circle International Bermuda Limited, a Bermuda Monetary Authority (the “BMA”) licensed digital asset business under the Bermuda Digital Asset Business Act (“DABA”). The $USYC tokens are themselves backed dollar-for-dollar primarily by reverse repo agreements collateralized by US government securities, issued or guaranteed as to principal or interest by the United States, held by the SYDF Fund with regulated custodians. 5. $VBILL tokens issued by VanEck® Treasury Fund, Ltd. (“VBILL Fund”), a BVI-registered Professional Fund, which is managed by Van Eck Absolute Return Advisers Corporation, a wholly-owned subsidiary of Van Eck Associates Corporation (“VanEck”), an SEC-registered investment adviser under the US Investment Advisers Act of 1940. The $VBILL tokens are themselves backed dollar for dollar by US Treasury obligations, which include securities issued or guaranteed by the US Treasury where the payment of principal and interest is backed by the full faith and credit of the US government (“US Treasury Obligations”), cash, repo agreements secured by US Treasury Obligations or cash, held by the VBILL Fund with regulated custodians. There are risks that the underlying assets backing the Reserve Assets may lose value due to various factors, such as counterparty risks, market events, including events such as defaults on US Treasury Bonds or fluctuations in their interest rates could lead to loss of collateral value, similarly, defaults of repurchase agreement counterparties may potentially lead to failure to repurchase the security, causing the market value of the security to decline causing the underlying issuer to lose money.\ The aforementioned digital assets that make up the Reserve Assets that act as the USDO Reserves held by the Issuer in their custodian accounts may also be lost or inaccessible due to various factors, including, without limitation, discovery of wrongful conduct, digital attacks, insolvency of the Issuer, and other factors outside of our control.; 2. Blockchain-Related risk: The use of blockchain technology entails inherent risks, such as irreversible transactions, which may lead to permanent loss of assets in cases of errors or unauthorized transactions. 3. Fork risk: The permissionless nature of blockchains means that existing supported blockchains may fork. The Issuer will inform users in advance in case new forks are supported, so that Users can track the blockchains where ownership of assets continues to be supported for redemptions. 4. Smart Contract Risk: Smart contracts used on the Platform may contain vulnerabilities or unforeseen issues that could result in asset loss or disruptions to our products and services. The Issuer has taken steps to mitigate such risks, including audits and monitoring, but no smart contract is risk-free. 5. Liquidity and Listing risk: Market fluctuations, changes in listing status, or other factors may impact the liquidity and value of digital assets held in your Wallet, or used to transact on the Platform. 6. Legal risk: Changes in laws or regulations in your jurisdiction or internationally may impact your ability to use our Platform or the USDO or the legal status of your digital assets. 7. Regulatory Changes: Any digital asset, such as USDO, may decrease in value or lose all of its value due to legislative or regulatory activity, or other governmental or regulatory action. Governmental and regulatory authority regulation of digital assets is unsettled and rapidly evolving. 8. Exchange risk: The loss or compromise of digital asset exchanges may result in the loss of your assets or disruptions to our products and services, particularly where such platforms support the USDO. 9. Trading Risk: Trading digital assets involves inherent risks, including market volatility, and may result in the loss of some or all of your assets. 10. Banking Risk: Changes in banking relationships or regulations may impact the availability of our products and services, including the ability to deposit or withdraw fiat currency. 11. No Deposit Insurance: The Issuer does not provide deposit insurance, and digital assets held in your account are not insured against loss. 12. Insurance: We have obtained Director & Officers as well as Errors & Omissions insurance coverage in respect of our business operations. 13. Third Party Platform risk: USDO’s permissionless feature enables third-party platforms to integrate without USDO’s consent. This may lead users to interact with malicious contracts or contracts with security features that have not been assessed by the Issuer. The Issuer is not liable for losses related to the usage of 3rd-party platforms. 14. Blocked addresses, Blacklisting, and Forfeited funds: The Issuer reserves the right to block certain USDO addresses if it determines, in its sole discretion, that they may be associated with illegal activity or activity violating the terms of the User Agreement. If you send or receive USDO to/from a Blocked or Blacklisted Address, the Issuer may take steps to suspend or terminate your Platform Account. In certain cases, the Issuer may report suspected illegal activity to law enforcement agencies, which could result in the forfeiture of rights associated with your USDO, including redemption for USD or supported stablecoins. The Issuer may also be required to surrender USDO associated USD if mandated by a legal order from a valid government authority. 15. Termination Risk: You may be unable to withdraw or transfer USDO prior to our termination of the provision of any products or services, including access to your Platform Account, in which case, you may be unable to redeem USDO after your Platform Account has been terminated. 16. Inaccuracies Risk: Any USDO may be lost if sent to the wrong address (for example, but without limitation, if the address is improperly formatted, contains errors, or is intended to be used for a different type of digital asset). Any USDO may be lost if sent to a correct address but the recipient does not act as intended. Your transaction request or email to us or via the Platform may be lost, intercepted or altered during transmission. 17. Reliance Risk: There are various risks you assume in relying on any text, graphics, user interfaces, information, data, tools, products, services, and other content (collectively, the "Content") provided by the Issuer via the Platform, social media accounts of the Issuer or its officers ("Social Media Accounts"), or any other means, including: 1. That all Content provided by the Issuer whether directly or through Social Media Accounts is for informational purposes only and do not constitute recommendations that you purchase, sell, redeem, or hold USDO or that you pursue any strategy in respect of USDO. Nothing on the Platform or Social Media Accounts is intended to be, and you should not consider any of the Content provided to be, trading, investment, accounting, tax, legal, or professional advice of any kind and you are advised to seek appropriate professional advice before taking any action concerning USDO. 2. Where relevant, any Content posted or made available is intended to be current as of the date it is posted/made available unless otherwise specified. 3. While reasonable efforts are made to provide accurate Content, such Content may be inaccurate, outdated, or otherwise inappropriate at the time of consumption, and we have no obligation to update or correct such Content on the Platform or our Social Media Accounts. 4. Content posted on the Platform may be changed at any time without notice to you. 5. The Issuer is not liable for any action or decision taken or made in reliance of any Content, and you expressly agree to the same. 6. The Platform (or portions thereof) may not always be available or function properly at any time. 7. While the Issuer makes reasonable efforts and employs appropriate safeguards to avoid technological problems, the Platform may at any time, be affected and/or may inadvertently be the source of technological problems such as viruses and other damaging computer or network-based attacks. 8. problems or issues affecting third-party software, networks, protocols, systems, and other technology including, any blockchain which has not been created by or for us (“Third-Party Technology”) which permits interaction with the USDO or OpenDollar Protocol, and you expressly agree that the Issuer shall not be liable in such instances. 9. While reasonable security precautions are made with respect to communications with Users, the Issuer specifically disclaims liability for any interception of data or communications between Users and the Platform. \[1] $BUIDL tokens issued by BlackRock USD Institutional Digital Liquidity Fund Ltd, a BVI registered and regulated fund, managed by BlackRock Financial Management, Inc., a Delaware corporation that is a wholly-owned subsidiary of BlackRock. The $BUIDL tokens are themselves backed by cash, U.S. Treasury bills, notes and other obligations issued or guaranteed as to principal and interest by the U.S. Treasury, and repurchase agreements secured by such obligations or cash. # Smart Contract Risk Smart contracts are inherently a new form of financial settlement technology, which may be vulnerable to hacks and exploits. While these risks exist, the USDO smart contract is developed on the back of established code standards that have been battle-tested and widely adopted. In addition to maintaining sound smart contract development and security practices, the USDO smart contract has been formally audited by ChainSecurity for potential security flaws. While every effort has been made to ensure that the USDO smart contract abides by the highest security standards at the time of deployment, there is no guarantee that new attack vectors will not arise in the future, as smart contract technology continues to evolve. Therefore, the OpenEden team will endeavour to comply with the latest security practices and stay abreast of new security exploits. The following are the smart contract audit reports for the USDO token contract: * [USDO Token, Chain Security, September 2024](https://www.chainsecurity.com/security-audit/openeden-usdo) * [USDO Express, Chain Security, March 2025](https://www.chainsecurity.com/security-audit/openeden-usdoexpress) # FAQ ### What is the difference between USDO and cUSDO? USDO is a rebasing, yield-bearing stablecoin pegged to $1. Yield accrued is paid out in additional USDO tokens directly to the holder's account balance. cUSDO is a wrapped version of USDO that allows users to engage with platforms and protocols that do not support rebasing tokens, while retaining USDO's value and stability. Unlike USDO, which distributes yield daily through rebasing, cUSDO accumulates yield internally, resulting in each cUSDO token increasing in value over time. USDO can be wrapped into cUSDO and vice versa using the publicly available and permissionless USDO-cUSDO wrapper smart contract. ### Is USDO redeemable to USD? USDO is pegged at $1 and can be redeemed for USDC on a primary redemption basis (eligible users who have been KYC-ed and onboarded). There is no option to redeem USDO directly to USD fiat at the moment. Such a feature is in the planning and development stages. ### Is USDO bankruptcy-remote? USDO is issued by OpenEden Digital (“OED”), a Bermuda Monetary Authority (“BMA”) licensed digital asset issuer set up as a Bermuda-registered and licensed segregated accounts company (“SAC”). OED is a wholly owned subsidiary of OpenEden Group (“OEG”). As a licensed digital asset issuer, OED is permitted to issue, sell, or redeem virtual coins, tokens, or any other form of digital asset. By issuing and redeeming the USDO through OED, USDO holders are assured that under the SAC Act of Bermuda: * There is a mandatory segregation of USDO assets and liabilities from the general accounts of OED. * All assets backing USDO will be kept in a segregated account separate and distinct from all other funds and assets of the general account of OED. * OED, its shareholders, and its other creditors shall have no recourse or right to the assets and properties of the segregated account. * The segregated account cannot be used with respect to the obligations of the general account of OED or any other persons, whether during the insolvency, bankruptcy, or financial impairment of OED, its other shareholders, or affiliates, or otherwise. ### How is USDO collateralized? USDO is collateralized by high-quality, liquid reserves, primarily consisting of US Treasury Bills in the form of tokenized treasuries such as TBILL and BUIDL tokens. These reserves are managed by OpenEden Digital ("OED") and are designed to ensure the stability and security of USDO. The reserves serve as the foundation for maintaining a 100% collateralization ratio, meaning every USDO token in circulation is fully backed by equivalent assets. The transparent and robust management of USDO reserves provides users with assurance that the token is fully backed by secure, liquid assets, thereby maintaining confidence in its value and stability. ### How can I acquire USDO or cUSDO? USDO can be acquired on a primary minting basis or via secondary markets. Primary minting of USDO is only available to eligible users who have been KYCed and onboarded. USDO minted on a primary basis will always be at a rate of 1 USDO : 1 USDC. USDO can be obtained on a secondary basis by acquiring cUSDO from cUSDO/USDC secondary markets (i.e., decentralized exchanges such as Curve) and unwrapping cUSDO to USDO using the publicly available and permissionless USDO-cUSDO wrapper smart contract. While every effort will be made to ensure deep secondary liquidity and accurate secondary-market pricing, there is no guarantee that USDO can be obtained on a secondary basis at a rate of 1 USDO : 1 USDC due to market forces of demand and supply. ### What are the fees associated with minting USDO? A minting fee of 3 basis points (0.03%) will be applied to each minting transaction. This fee will be deducted from the USDO amount being minted. A redemption fee of 10 basis points (0.1%) will be applied to each redemption transaction. This fee will be deducted from the USDO amount being redeemed. ### What networks are USDO and cUSDO natively supported on? USDO is natively supported on Ethereum, Base, BNB Smart Chain, and Kaia networks. cUSDO is natively supported on Ethereum, Base, BNB Smart Chain, Solana, and Kaia networks. Announcements will be made on the expansion of native support to other blockchain networks. ### How does my USDO balance accrue value? A bonus multiplier will be programmatically updated daily, including weekends, to give users a fair reflection of the yield earned at a predetermined rate set by the issuer. USDO holders should expect to see their token balances increase daily due to this adjustment in the bonus multiplier. # Developers # Integration Guide ### Minting USDO User can call the [`instantMint()`](https://etherscan.io/address/0x80e49d1bdce8f80c38e88dd5c4c004ddb9b4e887#writeProxyContract#F5) function on the USDO token contract. The required asset is USDC, similar to OpenEden's web portal. All existing restrictions such as whitelisted address applies. ### Manual Redemption USDO User can call the [`redeem()`](https://etherscan.io/address/0x80e49d1bdce8f80c38e88dd5c4c004ddb9b4e887#writeProxyContract#F10) function on the USDO token contract. The transaction will be reverted if there is insufficient liquidity available for instant redemption. ### Wrapping USDO Users can call the [`deposit()`](https://etherscan.io/address/0xaD55aebc9b8c03FC43cd9f62260391c13c23e7c0#writeProxyContract#F3) function on the cUSDO token contract to wrap USDO tokens into cUSDO tokens or via OpenEden's USDO web portal’s “Wrap” functionality. ### Unwrapping cUSDO Users can call the [`redeem()`](https://etherscan.io/address/0xaD55aebc9b8c03FC43cd9f62260391c13c23e7c0#writeProxyContract#F10) function on the cUSDO token contract to unwrap cUSDO tokens into USDO tokens or via OpenEden's USDO web portal’s “Unwrap” functionality. ### Calculating Dollar Value of cUSDO Balance Users can calculate the dollar value of their cUSDO balance by calling the balanceOf() function on the cUSDO token contract and convertToAssets() rate on the cUSDO contract, and multiplying both values together. cUSDO balance($) = [`balanceOf(userAddress)`](https://etherscan.io/address/0xaD55aebc9b8c03FC43cd9f62260391c13c23e7c0#readProxyContract#F8) \* [`convertToAssets()`](https://etherscan.io/address/0xaD55aebc9b8c03FC43cd9f62260391c13c23e7c0#readProxyContract#F9) ### Testnet
TokenNetworkContract Address
USDOEthereum Sepolia0x1A09b6C25E02f118bd028024C563e7EADeD64167
cUSDOEthereum Sepolia0xdee4E3cCC8B450E2b8C9074edE9e981E18860D0c
USDOBase Sepolia0x6dD06bc1bbF8F04807BA7CAf663A02a0D10D85b3
cUSDOBase Sepolia0xAdef03f548993742db8F24F98268B5f30D780Edf
#### USDO Testnet Faucet Vist our testnet faucet to begin testing {% embed url="" %} ### Mainnet Access View the full USDO Contracts here: [Contracts](/usdo/developers/contracts) ### Build on USDO Contact us [here](https://forms.gle/MNuDnyc7WZM9i9s79) if you would like to build on USDO. \
# Contracts In this section, you can find the core information of USDO-related contracts ### Ethereum Mainnet | Contract | Contract Addresses (CA) | | ----------- | ------------------------------------------ | | USDO | 0x8238884Ec9668Ef77B90C6dfF4D1a9F4F4823BFe | | USDOExpress | 0x80e49D1bdCE8F80c38E88Dd5C4c004dDb9B4E887 | ### Base | Contract | Contract Addresses (CA) | | ----------- | ------------------------------------------ | | USDO | 0xaD55aebc9b8c03FC43cd9f62260391c13c23e7c0 | | USDOExpress | 0x5076f96169d7cC15AFc084c60C68182C8F1732a7 | ### BNB Chain | Contract | Contract Addresses (CA) | | ----------- | ------------------------------------------ | | USDO | 0x302e52AFf9815B9D1682473DBFB9C74F9B750AA8 | | USDOExpress | 0xAFD6272eF694bC9A9d197979489543cDEfB3767E | ### Kaia | Contract | Contract Addresses (CA) | | ----------- | ------------------------------------------ | | USDO | 0x87e617C7484aDE79FcD90db58BEB82B057facb48 | | USDOExpress | 0x4bfc1773280689d17c8c00b2514a5c28c8c2b021 | # Legal # User Agreement ### User Agreement You can read more about the User Agreement [here](https://drive.google.com/file/d/19FbyzUxqMpc7Boh7VtF1Oim_L8SqWlYf/view?usp=sharing).
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Each time the user requests a new page, the web server can receive the values of the cookies it previously set and return the page with content relating to these values. Similarly, JavaScript code is able to read a cookie belonging to its domain and perform an action accordingly.
We use “analytics” cookies, which, in conjunction with our web server’s log files, allow us to calculate the aggregate number of people visiting our Platform and which parts of our Platform are most popular. This helps us gather feedback so that we can improve our Platform and better serve our users. We do not generally store any personal information that you provide to us in a cookie.
We also use “social media” cookies to personalize your interaction with third-party social media platforms such as Twitter and Facebook, where our Platform uses such features. Such cookies recognize users of these social media sites when you view social media content on our Platform. They also allow you to quickly share content across media, through the use of simple “sharing” buttons.
WHAT ARE DIFFERENT TYPES OF COOKIES? First-party cookies – these are our own cookies set by our Platform, controlled by us and used to provide information about the usage of our Platform. Third-party cookies – these are cookies from any other domain. We use a number of suppliers that may also set cookies on your device on our behalf when you visit our Platform to allow them to deliver the services they are providing.
HOW LONG DO COOKIES STAY ON YOUR COMPUTER?
Cookies that are used on a Platform may be either session cookies or persistent cookies. Session cookies are temporary cookies that remain on your device until you leave the Platform. Persistent cookies are stored on your hard drive until you delete them or they reach their expiry date. These may, for example, be used to remember your preferences when you use the Platform and recognize you on your return.
WHAT COOKIES DO WE USE?
Strictly Necessary cookies: Some cookies are essential for the operation of our Platform. These cookies are essential in helping you to move around our Platform and use the features, such as accessing secure areas of the Platform. We may use Strictly Necessary cookies to:
Remember the goods and services you selected when you get to the payment page Identify you as being logged in to the site Provide access to protected areas of a Platform Remember previously entered text so it’s not lost if the page refreshes
Consent is not required for Strictly Necessary cookies, as they are required for us to provide the services requested by you. Performance cookies: These cookies simply help us improve the way our Platform works. We utilize these cookies to analyze how our visitors use our Platform and to monitor our Platform performance. They tell us how people use each page, which ones are most commonly viewed, or whether any errors occurred. This allows us to provide a high-quality experience and quickly identify then fix any issues that arise. We may use Performance cookies to:
Store preferences to see which method of linking between pages is most effective Enable web analytics to provide anonymous statistics on how our Platform is used To assist with error management in helping us improve the Platform by measuring any errors that occur
You can delete or manage Performance cookies as instructed in the last section of this Cookie Policy.
Functionality cookies: We use Functionality cookies to allow us to remember your preferences. For example, we may store your geographic location in a cookie to ensure that we show you our Platform localized for your area. We also use Functionality cookies to provide you with enhanced services such as allowing you to watch a video online or comment on a blog. We may use Functionality cookies to:
Remember settings you have applied such as layout, colors, font sizes and page backgrounds Remember if we’ve already asked you if you want to fill in a survey Detect if you have already seen a pop-up to ensure it doesn't get shown to you again Process a request from a user to submit a comment or blog or forum post
If you delete these Functionality cookies, any preferences or settings you selected will not be retained for later visits.
Targeting cookies: These cookies help us make sure the adverts you see on our Platform are relevant to you and your interests. Cookies may be placed on your device by our third-party service providers, which remember that you have visited a Platform in order to provide you with targeted adverts which are more relevant to you. However, we do not tell our advertisers who you are. We may use Targeting cookies to:
Collect information about browser habits to target Platform content
HOW TO MANAGE YOUR COOKIES Most Internet browsers are initially set up to automatically accept cookies. Unless you have adjusted your browser settings to refuse cookies, our system will issue cookies when you direct your browser to our Platform.
You can refuse to accept cookies by activating the appropriate setting on your browser. Please be aware that restricting the use of cookies may impact on the functionality of our Platform and you may be unable to access certain parts of our Platform. Depending on your browser, further information can be obtained via the following websites: Firefox Internet Explorer Google Chrome Safari Opera If you use different devices to access our Platform (e.g. your computer, mobile) you will need to ensure that each browser on each device is adjusted to suit your cookie preferences. Mobile phone users may have to refer to their handset manual for details on how to block cookies using their mobile browser.
CONSENT TO THE USE OF COOKIES ON THIS PLATFORM
By continuing to use our Platform, you are deemed to consent to our use of the cookies described in this Policy. If you do not consent to our Cookie Policy, then please read the next section of this policy entitled “Blocking Our Use of Cookies.”
BLOCKING OUR USE OF COOKIES
You as a user have the right to decline the use of cookies during your visit to our site. Whilst this is your right, it may result in you not being able to use all of the functionality of our site.
You can block our use of cookies by activating the settings in your browser. In order to use certain services offered through our Platform, your web browser must accept cookies. If you choose to withhold consent, or subsequently block cookies, some aspects of the Platform may not work properly and you may not be able to access all or part of our Platform.
The Help feature on most browsers will tell you how to prevent your browser from accepting new cookies, how to have the browser notify you when you receive a new cookie and how to disable cookies altogether. Additionally, you can disable or delete similar data used by browser add-ons, such as Flash cookies, by changing the add-on's settings or visiting the Platform of its manufacturer.
LINKS TO OTHER PLATFORMS
This Cookie Policy does not cover the links within this site linking to other Platforms. We encourage you to read the privacy statements on the other Platforms you visit. \ \
# Electronic Signature Policy ### 1. INTRODUCTION This document outlines OpenEden’s (“OE”) electronic signature policy. An electronic signature may replace a wet signature or an electronic record may replace a paper document.
OE implements this electronic signature policy to increase the efficiency of operational transactions that previously required wet signatures on paper documents. This policy applies to all forms of electronic signatures and electronic records used to conduct official business. Official business includes, but is not limited to, electronic communications, transactions, procurements, contracts, and other official purposes. \
### 2. DEFINITIONS
Approval Authority: for purposes of this policy, means the director or otherwise validly authorized designee of OE or the relevant OE entity.
Approved Electronic Signature Method: one that has been approved in accordance with this policy and applicable laws and/or regulations, and which specifies the form of the electronic signature, the systems and procedures used with the electronic signature, and the significance of the use of the electronic signature.
Authentication: the process of securely verifying the identity of an individual applying an electronic signature.
Electronic: relates to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
Electronic Record: any record created, used, or stored in a medium other than paper, such as: information processing systems, computer equipment and programs, electronic data interchange, electronic mail, voice mail, text messages, information in mobile devices. To the extent that facsimile, telex, and/or telecopying. And/or former hard copy documents are retained in electronic form, through a scanning process, they are also considered electronic records.
Electronic Signature: an electronic sound, symbol, or process, attached to or logically associated with and executed or adopted by a person with the intent to sign the record. An electronic signature must be attributable (or traceable) to a person who has the intent to sign the record with the use of adequate security and authentication measures that are contained in the method of capturing the electronic transaction (e.g., use of personal identification number or personal log-in identification username and password), and the recipient of the transaction must be able to permanently retain an electronic record of the transaction at the time of receipt.
Electronic Transaction: a transaction conducted or performed, in whole or in part, by electronic means or electronic records.
Record: information that is inscribed in a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. Financial and other documents or forms are records.\
Security Procedure: used to verify that an electronic signature, record, or performance is that of a specific person; to determine that the person is authorized to sign the document; and, to detect changes or errors in the information in an electronic record.
Wet Signature: a document that is physically marked.
### 3. POLICIES ON ELECTRONIC SIGNATURE USE
To the fullest extent permitted by law, OE accepts electronic signatures as legally binding and equivalent to wet signatures to signify an agreement or intent to enter into a contract. #### A. Mutual Agreement by the Parties
This policy applies to transactions between parties each of which agree to conduct transactions by electronic means. Signees may opt out of using electronic signatures. \ Opt Out Clause: By signing this document, you are agreeing that you have reviewed the information contained in the record and agree to the terms of the record using electronic communications, to receive notices and disclosures electronically, and to use electronic signatures in lieu of using physical documents. You are not required to receive notices and disclosures or sign documents electronically. If you prefer not to do so, you may request to receive physical copies and withdraw your consent at any time.
#### B. Required Signature
When OE’s policies or operational practices require that a record has a signature of an authorized person, the requirement is met when the electronic record has associated with it an electronic signature using an approved electronic signature method. \ \ When OE’s policies or operational practices require that a document has a signature of an authorized person, the requirement is met when the electronic record has associated with it an electronic signature using an approved electronic signature method. \
### 4. E-SIGNATURE TRANSACTION APPROVAL AND RESPONSIBILITIES #### A. Authorized Person Verification
The signing of a record using an approved electronic signature method does not mean that the record has been signed by a person authorized to sign or approve that record. OE implements procedures used to confirm that the person signing the record has the appropriate authority and intent to sign the record.
#### B. Approval of Electronic Signature Methods by the Approval Authority
The final approval of any electronic signature method will be by the Approval Authority. In determining whether to approve an electronic signature method, consideration is given to the systems and procedures associated with using that electronic signature, and whether the use of the electronic signature is at least as reliable as the existing method being used. This determination is made by the approval authority through the selection of a sufficient electronic signature service and reviewing all electronic signatures.
In the event that it is determined that a previously approved electronic signature method is no longer trustworthy, the Approval Authority will revoke the approval of that electronic signature method.\
### 5. IMPLEMENTATION AND SECURITY PROCEDURES
The following requirements pertain to approved electronic signature methods:
A. Specific transactions that may be conducted by electronic means must be identified;\
B. The manner and format in which electronic records are created, generated, sent, communicated, received, and stored, and the systems established for those purposes must be specified i. The method complies with any law or regulation that requires electronic records which must be signed by electronic means; ii. Specify the type of electronic signature required, the manner and format in which the electronic signature must be affixed to the electronic record, and the identity of, or criteria that must be met, by any third party used by a person filing a document to facilitate the process.\
C. Control processes and procedures implemented assure adequate preservation, disposition, integrity, security, confidentiality, and auditability of electronic records;\
D. An inventory of all approved electronic signature methods is maintained; and\
E. Approval of an electronic signature method must be obtained as follows: \ i. An analysis of the nature of the transaction or process to determine the level of protection needed and the level of risk that can be tolerated. The analysis includes:
1. A review of technological options and follow commercial trends as appropriate; 2. Identifying and documenting any potential costs, quantifiable and unquantifiable, direct and indirect, in performing a cost/benefit analysis; 3. Developing a comprehensive plan for converting a traditional process to an electronic one; and 4. Identifying all information relevant to the process.\
F. Electronic signatures may be implemented using various methodologies depending on the risks associated with the transaction, and all relevant state, federal, and university regulations. Examples of transaction risks include: fraud, non-repudiation, and financial loss. The quality and security of the electronic signature method shall be commensurate with the risk and needed assurance of the authenticity of the signer.\
G. The electronic signature methodology shall be commensurate to the assurances needed for the risks identified. In addition, specifications for recording, documenting, and/or auditing the electronic signature as required for non-repudiation and other legal requirements shall also be determined by the unit.\
H. OE adopts security procedures for electronic signatures, electronic transactions, and electronic records that are practical, secure, and balance risk and cost. It is not the intent of this policy to eliminate all risk, but to provide a process for undertaking appropriate analysis prior to approving the use of electronic signatures, transactions, and records for specific operational practices and to determine if those practices conduct an analysis determining when electronic signatures can replace wet signatures.\
I. The level of security that an electronic signature methodology employs shall adhere to industry best practices and align with state and federal regulations. \
### 6. VIOLATIONS AND SANCTIONS Any individual or party that makes inappropriate or illegal use of electronic signatures, transactions and/or records is subject to sanctions up to and including dismissal, suspension, and criminal prosecution.
# Privacy Policy ### Introduction OpenEden (“OE”) is committed to protecting the privacy of people who use our services (including clients and subscribers to online services), job applicants and current employees, contacts, business partners and users to the OE's website. This Privacy Policy details how OE collects, uses, discloses, transfers and stores your personal information. This Privacy Policy applies to personal information about you that we collect, use and otherwise process in connection with your relationship with OE. ### Controller of personal information Personal information processed by OE in connection with this Privacy Policy is controlled by a "data controller" (as provided for under applicable data protection laws). The information collected through the website and the data controller for personal information collected by OE is listed in the Data Controller page at the end of this Privacy Policy. As set out in this Privacy Policy it may be necessary for regulatory reasons for OE to share your personal data. In such circumstances business partners, advisers and sub-advisers of OE may be joint data controllers of your personal information. If you have any questions about any aspect of this Privacy Policy please contact us at and we will do our best to attend to your query. Please note that throughout this Privacy Policy the word "website" refers to any web page and portal directly controlled and managed by OE.
### Collection and use of your personal information IP ADDRESSES AND OTHER TECHNICAL INFORMATION An IP address is a unique address that identifies a device on the internet or a local network. IP stands for "Internet Protocol," which is the set of rules governing the format of data sent via the internet or local network. In essence, IP addresses are the identifier that allows information to be sent between devices on a network for communication purposes. In addition to your IP address, we may also collect: your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform, information about your visit including the full Uniform Resource Locators (URL), clickstream to, through and from the website (including date and time), pages viewed, download errors, page interaction information (such as scrolling clicks) and methods used to browse away from the website. OE uses this information for its legitimate reasons to compile statistical data on the use of our website and to track how users navigate through our website in order to enable us to evaluate and improve it. ### INFORMATION COLLECTED BY USING OUR WEBSITE
You are not required to provide any personal information when accessing our website for general review.
If you accept our User Agreement to use our services and to access our products, you will be required to upload information for KYC (Know-Your-Customer) purposes. This is required by regulators as part of the customer onboarding process. Personal information such as names, addresses, email addresses, telephone numbers, date of birth, digital wallet addresses and other personal details including your financial status will be collected for evaluation purposes. Such information are collected from users of the website who voluntarily input such information.
If you communicate with OE via online or social media, we may add you to our contact database unless you do not wish to be added. If so, you will need to inform the point of contact that you do not wish to have your contact data added to our database.
### CONTACT DATABASE Information that we typically hold in our database includes your contact information, including your name, job title, organisation's name, address, phone number(s), email address(es) and other identifier information;
From time to time we may ask you by email to review your contact details and mailing list preferences, and update them as necessary. This not only helps us to keep the contact information we hold about you up-to-date, it also ensures that we only send you information that you have requested and/or is relevant to you.
### INTERACTIONS WITH OE We retain personal information relating to interactions between OE and people who use our services (including customers and users of OE’s online services), job applicants and current employees, alumni, contacts and business partners, including information relating to the services that we provide. We only retain information that is necessary for the purposes set out in this Privacy Policy.
### USE OF YOUR PERSONAL INFORMATION OE shall only collect and process personal information where it has a legal basis for doing so. This includes:-
using the personal information for the regulatory and compliance purpose, where OE has a legal duty to comply; circumstances where you consent to the collection and use, and where OE has a legitimate interest in collecting and processing the personal information; and where the basis of processing is in accordance with relevant data privacy laws, whereby it is our legal obligation to meet such requirements.
OE uses personal information which we have collected from you in order to:
provide you with a more tailored and effective customer service; perform customer due diligence to the extent as necessary in accordance to the governing jurisdiction(s) of which the services are performed and to ensure compliance with all applicable regulatory requirements and applicable law; communicate with you via various channels such as electronic mails, messaging applications or other authorised channels for administrative matters such as providing updates; communicate with you in connection with any services that we are providing to you and otherwise perform the services for you that you have engaged us to provide; provide purchase, subscription and redemption information; carry out related administrative matters, which may include audit matters; and market our services and products to you where OE has a legitimate interest, including to other entities within the OpenEden group, or you have consented to us doing so and in accordance with your preferences.
OE shall only collect, use and otherwise process information revealing your physical and mental health, sexual orientation, political opinions, religious or other beliefs and commission or alleged commission of a criminal offence which is treated by applicable data protection laws as a "sensitive" or "special" category of personal information, where and only if it is relevant to our services. Such information shall be processed under applicable data protection laws. OE will only collect such information where this is necessary in connection with compliance and regulatory requirements or necessary for reasons of public interest.
OE may need to collect and process personal information for certain legal compliance purposes before OE can perform certain services for you. This includes due diligence checks relating to anti-fraud, anti-money laundering, countering of financing of terrorism and other know-your-customer obligations. If you choose not to give us this personal information then it may delay or prevent OE from meeting our obligations and we may not be able to perform such services for you.
### MARKETING We may wish to use the personal information that we collect about you, to, subject to applicable law and regulations, provide you with relevant marketing communications. We shall only send such marketing communications to you to the extent that doing so is in the legitimate business interests of OE or where you have consented to us doing so.
You may withdraw that consent at any time by contacting us at . In addition, each electronic marketing communication that you receive shall have an "unsubscribe" option, which will allow you to stop receiving similar communications in the future.
### CHANGE OF OWNERSHIP In the event of a re-organisation, change in ownership, or transfer of all or part of our business, we reserve the right to transfer all of OE's data, including personal information, to a new entity or to third parties through which the business of OE will be carried out. We will use all reasonable efforts to notify you of such change by posting on our website and via an email sent to the email address you provide. ### TRANSFER OF INFORMATION TO THIRD PARTIES OE has business relationships with third parties. In some instances we may disclose your personal information to third parties such as fund administrators, legal counsels, auditors etc. where this is necessary to perform the services for which you have engaged OE for. Under such circumstances, OE will ensure that the third party is contractually bound to only process personal information in accordance with applicable data protection laws and with OE's specific instructions and requirements, and at all times in a manner that protects your rights under applicable data protection laws at least as protective as how OE and/or its relevant entity protects its own information. Our business partners and service providers will be required to meet our standards on processing information and security. The information we provide them, including your information, will only be provided in connection with the performance of their function. They will not be permitted to use your information for any purposes other than those outlined in this Privacy Policy.
In relation to any other third parties, OE will only disclose or transfer your information where you have given your consent or where we are required to do so by law or other regulatory code or practice, or where it is necessary for the purpose of, or in connection with legal proceedings or in order to exercise or defend legal rights.
### TRANSFER OF INFORMATION ABROAD (INTERNATIONAL TRANSFERS) As OpenEden operates across a group of entities, and as part of the transfers of personal information under Clause 8, personal data may be transferred to or accessed from countries whose laws provide a level of protection for personal data not always equivalent to the level of protection that may be provided in your own country.
OE ensures that cross border transfers comply with all relevant laws and regulations and such transfer is necessary for the performance of the services for which OE has been engaged in your interests, or the transfer is otherwise permitted by applicable data protection laws.
Subject to your express consent, OE will only transfer your personal information to a country that is deemed to have an adequate level of protection under the applicable data protection law or otherwise where OE has put in place adequate safeguards to protect the personal information. In particular where an OE entity sends your personal information outside of its country of jurisdiction, OE shall only do so where the recipient of the information is subject to data protection regime approved under applicable law.
### RETENTION OF DATA OE shall only retain your personal information for so long as there is a legal need to retain the information for the purposes set out in this Privacy Policy. OE’s retention period is aligned with mandatory requirements under the applicable laws. ### SECURITY OE is committed to protecting the security of your personal information. We engage reputable IT service providers that has robust security technologies and procedures to help protect your personal information from unauthorised access, use, or disclosure. ### YOUR RIGHTS You have various rights in respect of the personal information that we collect, use, disclose and transfer concerning you. These rights are set out below. Should you wish to exercise your rights please contact us at ### Right of Access You are entitled to obtain from us details concerning the processing of your personal information. This includes details of the data being processed, the purposes of the processing, any recipients of that information, the period for which the information is processed, the source of the information (if it is not provided by you), any international transfers of the information and the protections we put in place to protect your information. You are also entitled to details of any automated decision making, including profiling, involving your information. You are entitled to a copy of the personal information we process about you (including in electronic form). Additional copies may be subject to a reasonable administrative fee. Right to Rectification You are entitled to have any incomplete and inaccurate personal information held by us rectified. Right to Erasure ("be forgotten") In certain circumstances you are entitled to have personal information erased, including where this is no longer necessary for the purposes for which it was collected and/or processed; or you withdraw consent to our use of the information. We may continue processing the information in certain circumstances, including: if there are grounds other than consent for processing the information; where processing is in compliance with a legal obligation or for reasons of public interest; or for the exercise or defence of legal claims. If you request that we erase your personal information we shall advise you if we consider that there are on-going grounds permitting us to continue processing your information. \
### Right to Restrict Processing You can ask us to restrict the processing of personal information that OE holds if: you contest the accuracy of the personal information we process about you; you consider that the processing is unlawful but you do not want us to erase the information; we do not require to continue processing the information but you wish the information to be retained in connection with a legal claim; or you have objected to the grounds upon which we process the information. Where you have asked us to restrict processing the information we shall only hold, process and erase the information as permitted by you or as permitted by applicable data protection laws. We will advise you if we do not agree with your request to restrict processing and our reasons. ### Right to Data Portability Where you provide personal information to us and consent to us using it and the processing is carried out by automatic means you are entitled to receive a copy of that information in a machine-readable format and for that to be provided to another data controller, where technically possible. ### Right to Object You are entitled to object to OE collecting, using and otherwise processing your personal information where the basis for the processing is OE’s legitimate interests or the processing is in the public interest. In such circumstances we shall cease processing your personal information unless: we are legitimately processing the information on a different basis; there are compelling legitimate grounds for continuing to process the personal information; or we are otherwise permitted to process the information under applicable data protection laws. If applicable, we will advise you of the basis upon which OE continues to process your personal information. If you are not clear of the ground(s) upon which we collect, use and process your personal information you can ask us to confirm this to you, as part of the Right of Access outlined above. ### Right to Withdraw Consent Where you have given us consent to make use of your personal information for any of the purposes outlined in this Privacy Policy you shall be entitled to withdraw that consent. You may do this by emailing us at . ### Right to Complain In the event that you have any questions, concerns or complaints regarding this Privacy Policy or the manner in which OE collects, uses and otherwise processes your personal information we shall always seek to address the same promptly and to your satisfaction. However if you consider that we have not done so you are entitled to lodge a complaint to your local supervisory authority. If you are unclear who the appropriate supervisory authority is for you, please contact us at . \ \
Cookies Cookies are text files containing small amounts of information which are downloaded to your device when you visit a website. Cookies are then sent back to the originating website on each subsequent visit, or to another website that recognises that cookie. Cookies are useful because they allow a website to recognise a user’s device. Cookies do lots of different jobs, like letting you navigate between pages efficiently, remembering your preferences, and generally improve the user experience. They can also help to ensure that adverts you see online are more relevant to you and your interests. For information on the cookies used on OE's website, please see our Cookie Policy.
Updates This Privacy Policy may be updated from time to time and was last updated in October 2024. The current version of this Privacy Policy shall be displayed at OE’s website or may otherwise be requested at .
Contact information If you have any questions in relation to this Privacy Policy please contact us at
# Guides ### # USDO Instant Mint via Etherscan #### Step 1: Granting USDO Express Contract Allowance to spend Asset Token (USDC or TBILL) Head over to USDC's official smart contract or TBILL token smart contract address and grant allowance to USDO Express. *Example for a USDC mint on the Ethereum network:* 1. Head over to USDC token Contract on Etherscan: 2. Navigate to Contract Tab > Write as Proxy 3. Connect to Web3 Wallet 4. Expand the `approve` function and populate the following parameters: 1. `spender` - This parameter indicates the address you wish to grant approval to draw down your USDC balance. This should be set to OpenEden's USDO Express Smart Contract Address. \ \&#xNAN;*(Note: refer to the table below for the contract address, or the case of ethereum network, the spender address will be `0x80e49D1bdCE8F80c38E88Dd5C4c004dDb9B4E887`)* 2. `value` - The amount of USDC you would like to grant approval to draw down for instant minting.\ (*Note: This should be in 6 decimal places for USDC and 18 decimal places for TBILL, an example would be to grant 1,000,000 USDC in allowance, use `1000000000000`)* 5. Proceed to click on the write button and you will be prompted to sign the transaction on your connected wallet. 6. Allowance can also be checked by looking at the [`allowance()`](https://etherscan.io/address/0xA0b86991c6218b36c1d19D4a2e9Eb0cE3606eB48#readProxyContract#F6) method: 1. `owner` - Your wallet address 2. `spender` - USDO Express Smart Contract Address
#### Step 2: Instant Minting USDO Head over to OpenEden's USDO Express Smart contract and initiate the instant mint. *Example for a USDC mint on the Ethereum network:* 1. Head over to OpenEden's USDO Express Smart contract on Etherscan: 2. Navigate to Contract Tab > Write as Proxy 3. Connect to Web3 Wallet 4. Expand the `instantMint()` method and populate the following parameters: 1. `underlying` - This will be the collateral token, which will be used to mint USDO. It will be USDC(eth) token for our example `0xA0b86991c6218b36c1d19D4a2e9Eb0cE3606eB48` 2. `to` - This will be the address to mint the USDO to. This will be your wallet address. 3. `amt` - The amount in underlying token units to be minted\ (*Note: This should be in 6 decimal places for USDC and 18 decimal places for TBILL, an example would be to mint 1,000,000 USDC worth of USDO, use `1000000000000`)*
SC Address \ NetworkEthereumBase
USDC Token0xA0b86991c6218b36c1d19D4a2e9Eb0cE3606eB480x833589fCD6eDb6E08f4c7C32D4f71b54bdA02913
TBILL Token0xdd50C053C096CB04A3e3362E2b622529EC5f2e8a-
USDO Express Smart Contract Address0x80e49D1bdCE8F80c38E88Dd5C4c004dDb9B4E8870x5076f96169d7cC15AFc084c60C68182C8F1732a7
# USDO Redemption via Etherscan ### Instant Redemption Instant Redemption enables approved users to convert USDO to USDC in a single on-chain transaction, provided there is sufficient USDC liquidity in the system. *(Note: Only Available for Ethereum Network)* #### Step 1: Granting USDO Express Contract Allowance to spend USDO Token Head over to USDO Token Contract address and grant allowance to USDO Express Smart Contract Address. *Example for a USDO instant redemption on the Ethereum network:* 1. Head over to USDO token Contract on Etherscan: 2. Navigate to Contract Tab > Write as Proxy 3. Connect to Web3 Wallet 4. Expand the [`approve`](https://etherscan.io/address/0x8238884ec9668ef77b90c6dff4d1a9f4f4823bfe#writeProxyContract#F2) function and populate the following parameters: 1. `spender` - This parameter indicates the address you wish to grant approval to draw down your USDC balance. This should be set to OpenEden's USDO Express Smart Contract Address. \ \&#xNAN;*(Note: refer to the table below for the contract address, or the case of Ethereum network, the spender address will be `0x80e49D1bdCE8F80c38E88Dd5C4c004dDb9B4E887`)* 2. `amount` - The amount of USDO you would like to grant approval to draw down for instant redemption.\ (*Note: This should be in 18 decimal places for USDO. An example would be to grant 1,000,000 USDO in allowance, use* `1000000000000000000000000`*)* 5. Proceed to click on the write button, and you will be prompted to sign the transaction on your connected wallet. 6. Allowance can also be checked by looking at the [`allowance()`](https://etherscan.io/address/0x8238884ec9668ef77b90c6dff4d1a9f4f4823bfe#readProxyContract#F9) method: 1. `owner` - Your wallet address 2. `spender` - USDO Express Smart Contract Address
#### Step 2: Instant Redemption of USDO Head over to OpenEden's USDO Express Smart contract and initiate the instant mint. *Example of an instant redemption on the Ethereum network:* 1. Head over to OpenEden's USDO Express Smart contract on Etherscan: 2. Navigate to Contract Tab > Write as Proxy 3. Connect to Web3 Wallet 4. Expand the [`instantRedeem()`](https://etherscan.io/address/0x80e49d1bdce8f80c38e88dd5c4c004ddb9b4e887#writeProxyContract#F6) method and populate the following parameters: 1. `to` - This will be the address that receives the USDC from the instant redemption. This will be your wallet address. 2. `amt` - The amount of USDO that you would like to be redeemed for USDC.\ (*Note: This should be in 18 decimal places for USDO. An example would be to grant 1,000,000 USDO in allowance, use* `1000000000000000000000000`*)* ### Manual Redemption In cases where there is insufficient liquidity for instant redemptions, manual redemptions can also be triggered. Do note that it may take up to 2 business days to be processed. *Example of a manual redemption on the Ethereum network:* 1. Head over to OpenEden's USDO Express Smart contract on Etherescan: 2. Navigate to Contract Tab > Write as Proxy 3. Connect to Web3 Wallet 4. Expand the [`redeem()`](https://etherscan.io/address/0x80e49d1bdce8f80c38e88dd5c4c004ddb9b4e887#writeProxyContract#F10) method and populate the following parameters: 1. `amt` - The amount of USDO that you would like to be manually redeemed for USDC.\ (*Note: This should be in 18 decimal places for USDO. An example would be to grant 1,000,000 USDO in allowance, use* `1000000000000000000000000`*)*
SC Address \ NetworkEthereumBase
USDO Token0x8238884Ec9668Ef77B90C6dfF4D1a9F4F4823BFe0xaD55aebc9b8c03FC43cd9f62260391c13c23e7c0
USDC Token0xA0b86991c6218b36c1d19D4a2e9Eb0cE3606eB480x833589fCD6eDb6E08f4c7C32D4f71b54bdA02913
TBILL Token0xdd50C053C096CB04A3e3362E2b622529EC5f2e8a-
USDO Express Smart Contract Address0x80e49D1bdCE8F80c38E88Dd5C4c004dDb9B4E8870x5076f96169d7cC15AFc084c60C68182C8F1732a7
# Introduction PRISM (OpenEden Multi Strategy Yield Token) is a synthetic, multi-strategy yield token issued by OpenEden Digital (“OED”), a Bermuda registered and licensed segregated accounts company (“SAC”). Users can stake PRISM to receive xPRISM, a yield-bearing token with yield derived from a multi-strategy approach that includes cash and carry arbitrage, overcollateralised lending, blue-chip DeFi yield strategies and U.S. Treasury-backed assets. The strategy execution and management is outsourced to Monarq Asset Management (“Monarq”), a multi-strategy digital asset investment manager focused on generating consistent, risk-adjusted returns through all market conditions. Monarq is a National Futures Association (“NFA”) Member and registered with the Commodities Futures Trading Commission (“CFTC”) as a Commodity Pool Operator. xPRISM utilizes an accrual token model (price compounding). PRISM is available in two token formats, each accruing value differently:
TokenBalancesPrice
PRISMConstantFixed (Soft target of 1 USDO)
xPRISMConstantIncreases over time (accrual / price-compounding)
# Product Structuring PRISM is issued by OpenEden Digital Limited (“OED”) through a Bermuda registered and licensed segregated accounts company (“SAC”). OpenEden provides its services by directly issuing the PRISM token, operating the OpenEden platform, and leveraging multiple service providers directly or on users’ behalf. The execution and management of the yield-generating strategies is outsourced to Monarq Asset Management (“Monarq”). While Monarq manages and executes the strategies, the underlying assets remain held under the “SAC PRISM” account of OED in order to satisfy redemptions of PRISM primary users. This structure separates: * The token issuer and platform operator (OpenEden Digital), and * The strategy manager (Monarq Asset Management), while keeping the assets used to back PRISM held within the PRISM segregated account structure. ## License status OpenEden Digital (OED) has applied for and will operate under a Digital Assets Business License issued by the Bermuda Monetary Authority (“BMA”) permitting it to issue, sell or redeem virtual coins, tokens or any other form of digital asset. OED currently holds a Class M license and is intending to apply for a Class F upgrade in 2026. # Bankruptcy Remoteness By issuing and redeeming PRISM through OED, which is set up as a segregated accounts company (“SAC”), this affords PRISM holders’ assurance that under the SAC Act of Bermuda: There is a mandatory segregation of assets and liabilities of the PRISM assets from the general accounts of OED. All assets backing PRISM will be kept in a segregated account (“SAC PRISM”), separate and distinct from all other funds and assets of the general account of OED or its other product USDO held with its SAC USDO. OED, its shareholders and its other creditors shall have no recourse or right to the assets and properties of the segregated account. The segregated account cannot be used with respect to the obligations of the general account of OED or its other SACs (including SAC USDO) or any other persons, whether during the insolvency, bankruptcy or financial impairment of OED, its shareholders, or affiliates, or otherwise. # Eligibility PRISM is available for primary users who have completed KYC and onboarding with OpenEden. Only KYC-approved and onboarded primary users can mint and redeem PRISM. Non KYC-ed users are prohibited from minting and redeeming PRISM. xPRISM is available to all users. Any user who holds PRISM can stake it to receive xPRISM.
# Prohibited Jurisdictions
# Onboarding Steps
# Service Providers | Category | Service Provider | | ------------------------------------- | --------------------------- | | Digital asset issuer | OpenEden Digital Limited | | Portfolio manager | Monarq Asset Management | | Institutional prime brokerage | BitGo | | Partner curator | Clearstar Labs | | Institutional trading & risk platform | August Digital, FalconX DMA | | Smart contract monitoring | Hypernative | | Compliance analytics | Elliptic | | Oracle provider | Chainlink | | Cross-chain bridge provider | Chainlink CCIP | | Instant redemption partner | TBD | | Smart contract auditor/Bounty | HackenProof | # PRISM Token # Minting Workflow \ PRISM can be minted by KYC and onboarded primary users using USDO. The primary user invokes the mint feature with USDO. The smart contract will dollarize the equivalent amount of PRISM to be minted at a 1:1 rate for USDO. PRISM is minted instantly and sent directly to the primary user’s wallet. USDO received will be transferred to OpenEden’s account with Monarq Asset Management being the manager for execution and management of yield strategies. # Redemption Workflow PRISM can be redeemed by KYC and onboarded primary users. To initiate a redemption, the primary user transfers PRISM to the issuer wallet and indicates the requested redemption collateral (e.g USDO). The issuer triggers a redemption request to Monarq Asset Management for the required amount of assets, which may require unwinding multi-strategy positions. For large redemption requests (e.g.,2m in a single request), this process requires a minimum of T+4 days. Once the required redemption assets are received, the PRISM sent in for redemption is burnt from circulation and the redemption assets are sent to the primary user’s wallet.
# Cut-Off Time
# Fees PRISM minting and redemption fees: TBD
# xPRISM Token xPRISM is a yield-bearing token received when users stake PRISM. xPRISM utilizes an accrual token model (price compounding) and is implemented as an ERC-4626 vault (accrual/price-compounding) on Ethereum. xPRISM is available to all users. Staking is instant. Unstaking follows a T+3 unstaking queue. xPRISM has a forecasted blended APY ranging from 6–10%, depending on Monarq’s multi-strategy performance and prevailing market conditions. Staking and unstaking fees are 0. The expense ratio is TBD, and the daily NAV update time is TBD. # Staking To stake, the user invokes the stake function on the PRISM staking smart contract. Based on the prevailing xPRISM exchange rate from the smart contract, an equivalent amount of xPRISM receipt tokens will be minted for the user. The daily oracle update for the xPRISM exchange rate will take into account the increase in PRISM staked if staking occurs before the daily update time. # Unstaking To unstake, the user invokes the unstaking function on the PRISM staking contract. The unstaking action triggers a 3 days cooldown period from the time of triggering the action. An equivalent amount of PRISM to be redeemed is calculated based on the prevailing xPRISM exchange rate. PRISM to be redeemed by the user is placed in an unstaking queue. PRISM placed in the unstaking queue no longer receives a share of the yield accrued. The xPRISM that is received for unstaking is burnt from circulation. The daily oracle update for the xPRISM exchange rate will take into account the decrease in PRISM staked if unstaking occurs before the daily update time. # Collateralization Ratio The collateral ratio is calculated by comparing AUM against PRISM circulating supply using the following formula: ``` Collateral Ratio = (AUM / PRISM Circulating Supply) * 100% ``` # Transparency # Risks The PRISM product consisting of PRISM and xPRISM involve exposure to digital assets, delegated investment management, and blockchain-based infrastructure. Participation involves material risk, including the potential loss of some or all invested value. ### Investment Management & Role Allocation The investment strategies underlying PRISM are managed by Monarq Asset Management, an external professional investment manager and subsidiary of FalconX. Monarq is responsible for portfolio construction, execution, risk positioning, and day-to-day strategy management. OpenEden Digital Limited acts as the issuer and platform operator and does not control individual trading decisions or portfolio execution. Performance, losses, or operational issues arising from investment decisions made by Monarq will directly affect PRISM and xPRISM holders. The involvement of a professional or regulated investment manager does not eliminate the risk of loss. ### Strategy Risks The following risks arise from the selection, execution, and performance of underlying investment strategies and third-party assets deployed by Monarq, including market-neutral trading, lending, and DeFi yield strategies. ### Market Risk Market risk includes losses arising from adverse movements in market prices, funding rates, and liquidity conditions and investment strategies and assets managed by Monarq Asset Management. **Yield Volatility** \ Returns for PRISM are not guaranteed and may fluctuate significantly. Yield compression across underlying strategies may result in materially lower returns or periods of underperformance. **Basis & Funding Rate Risk** \ Cash-and-carry strategies are exposed to changes in futures basis and perpetual funding rates. Sustained adverse conditions may reduce or eliminate expected returns. **Collateral Price Risk** \ Overcollateralised lending strategies remain exposed to rapid declines in collateral value. In extreme market conditions, liquidation processes may be insufficient to prevent losses. **Asset Liquidity Risk** \ Certain positions may become illiquid during stressed market conditions, limiting the ability to unwind exposures without material price impact. **Stablecoin De-Peg & Issuer Risk** \ Stablecoins and synthetic assets may deviate from their intended value due to issuer failure, structural weaknesses, market stress, or loss of confidence, potentially resulting in sudden and significant losses. **Leverage & Liquidation Risk** Certain strategies may employ leverage. Leverage magnifies gains and losses and increases exposure to liquidation, counterparty failure, and operational errors. ### Token Risk The following risks arise from the structure, mechanics, and operation of the PRISM and xPRISM tokens. **Token Value Risk** \ The value of PRISM and xPRISM is not fixed and is not guaranteed to remain at or above any particular reference value. The token price may fluctuate based on market conditions, underlying portfolio performance, liquidity dynamics, or other factors, and may fall below 1.00, resulting in a loss of principal. **PRISM–xPRISM Conversion Rate Risk** \ PRISM and xPRISM operate using a variable exchange rate determined by protocol mechanics, portfolio performance, fees, and accrued yield. The exchange rate applicable when converting PRISM into xPRISM may change over time, and users who convert at different times may receive different amounts of xPRISM for the same PRISM amount. Redemption outcomes depend on portfolio performance and may be adversely affected by losses, fees, or extraordinary events. ### Credit & Counterparty Risk PRISM is exposed to the risk that counterparties fail to meet their obligations. This may arise from Monarq’s use of third-party counterparties and venues. **Asset Manager Risk** \ Failures, errors, or misconduct by the external investment manager may result in losses. **Exchange, Custodian & Platform Risk** \ Assets may be exposed to centralized exchanges, custodians, prime brokers, or DeFi protocols that may suffer hacks, insolvency, regulatory intervention, or operational failure. **Institutional Borrower Risk** \ Lending strategies expose the portfolio to borrower default risk. Liquidation outcomes may be uncertain or delayed under stressed conditions. ### Liquidity Risk Liquidity risk is the risk that assets cannot be redeemed or liquidated in a timely manner. **Redemption & Liquidity Mismatch** \ User redemption timelines may not align with the liquidity profile of underlying strategies. In adverse conditions, redemptions may be delayed or restricted. **Run-on-the-Vault Risk** \ Large or sudden unstaking activity may require orderly unwinding of positions. Cooldown periods and queues may limit immediate access to funds. ### Operational & Technology Risk PRISM relies on blockchain networks, smart contracts, software systems, and third-party infrastructure. **Smart Contract & Oracle Risk** \ Smart contracts and pricing mechanisms may contain vulnerabilities or fail due to unforeseen interactions, exploits, or data feed errors. **System Availability & Cybersecurity Risk** \ Platform outages, infrastructure failures, or cyber incidents may disrupt access, delay transactions, or impair operations. **Third-Party Dependency Risk** \ Failures or disruptions at service providers, including custodians, monitoring providers, or infrastructure vendors, may adversely affect the system. ### Regulatory & Compliance Risk The regulatory treatment of digital assets and tokenised investment products is evolving. Changes in laws, regulatory interpretations, or enforcement actions may restrict product functionality, require restructuring, limit redemptions, or result in suspension or wind-down. Products that permit secondary market transfers may also be subject to enhanced AML/CFT controls, including transaction monitoring, restrictions, or freezes where required by law. ### Strategic & Reputational Risk Adverse events, including underperformance, security incidents, operational failures, or regulatory actions, may damage confidence in PRISM and trigger user withdrawals. Conflicts of interest or contagion effects arising from affiliated counterparties may further amplify these risks. ### No Guarantee of Returns PRISM does not provide capital protection. Returns are not guaranteed, and users may lose some or all of their investment. # Smart Contract Risk # Security & Audit Reports ### Audit Bounty {% file src="/files/YnbVf11mlv4sALwZ38UM" %} # Media ### PRISM Logo {% file src="/files/YHSf1cqMqiJWMHuKX3MD" %} ### xPRISM Logo {% file src="/files/VgAg6uawHukDsGNzFjpr" %} # FAQ ### What is the difference between PRISM and xPRISM? PRISM is the base token. Users can stake PRISM to receive xPRISM, a yield-bearing token. xPRISM utilizes an accrual token model (price compounding). Yield is derived from a multi-strategy approach that includes cash and carry arbitrage, overcollateralised lending, blue-chip DeFi yield strategies and U.S. Treasury-backed assets. ### Who can mint and redeem PRISM? Minting and redemption of PRISM is available to primary KYC users only. ### Who can use xPRISM? xPRISM is available to all users. ### What assets can be used to mint PRISM? PRISM minting is invoked with USDO by a KYC and onboarded primary user. The smart contract dollarizes the equivalent amount of PRISM to be minted at a 1:1 rate for USDO. Accepted collateral includes USDO, USDC, and USDT. ### How does PRISM minting work? A KYC and onboarded primary user invokes the mint feature with USDO. PRISM is minted instantly and sent directly to the primary user wallet. USDO received will be redeemed for USDC by OpenEden and transferred to OpenEden’s account with Monarq Asset Management for execution and management of yield strategies. ### How does PRISM redemption work? A KYC and onboarded primary user transfers PRISM to the issuer wallet to initiate redemption and indicates the requested redemption collateral (e.g., USDO). The issuer triggers a redemption request to Monarq Asset Management for the required amount of assets, which may require unwinding positions (minimum T+4 days for large requests, e.g., 2m in a single request). For smaller redemptions, funds may be drawn down from USDO holdings of the portfolio. Once the required amount of redemption assets are received, the PRISM is burnt and the redemption assets are sent to the primary user wallet. ### How do I stake PRISM to receive xPRISM? The user invokes the stake function on the PRISM staking smart contract. Based on the prevailing xPRISM exchange rate, an equivalent amount of xPRISM receipt tokens will be minted for the user. ### How do I unstake xPRISM? The user invokes the unstaking function on the PRISM staking contract. Unstaking triggers a 3 days cooldown period. An equivalent amount of PRISM is calculated based on the prevailing xPRISM exchange rate. PRISM to be redeemed is placed in an unstaking queue and no longer receives a share of the yield accrued. xPRISM received for unstaking is burnt from circulation. ### How is PRISM priced? There is a native oracle that prices PRISM to 1 USDC. This is a read function in the smart contract. ### How is xPRISM priced? There will be a native oracle in the smart contract with a convertToAsset rate. DEX liquidity pools will be set up and configured and may be used as the base for a Chainlink/Chaos Labs oracle alongside the native oracle if liquidity pools are sufficiently deep with sufficient volume. ### What are the fees? PRISM minting and redemption fees are 0 xPRISM staking and unstaking fees are 0. ### What networks are PRISM and xPRISM supported on? PRISM and xPRISM are supported on Ethereum. ### Is instant redemption available? PRISM instant redemption is currently paused. ### What is the forecasted yield for xPRISM? xPRISM has a forecasted blended APY ranging from 6–10%, depending on Monarq’s multi-strategy performance and prevailing market conditions. # Developers # Integration Guide \
# Contracts ### Ethereum Mainnet | Contract | Contract Addresses (CA) | | ------------ | ----------------------------------------------------------------------------- | | PRISM | 0x06Bb4ab600b7D22eB2c312f9bAbC22Be6a619046 | | xPRISM | 0x12E04c932D682a2999b4582F7c9B86171B73220D | | PRISMExpress | 0x807570E6c416f910d9D0fa6C11d03B6Ce56e5E4e | # Legal # User Agreement

PRISM

USER AGREEMENT

(date: 5 February 2026)

Introduction *User Agreement* By clicking "Accept" on the website [www.openeden.com/prism](http://www.openeden.com/prism) when presented with this User Agreement (“Agreement”) you are agreeing to the terms and conditions contained in this User Agreement which will govern the relationship among you (“you” or a “User”), OpenEden Digital Limited (the "Company"), and the Company, acting for on behalf of Segregated Account PRISM, as the issuer of the PRISM product (as defined below) (the "Issuer", "us" or "we"). This Agreement applies to your use of your platform account with the Issuer at the following website: [www.openeden.com/prism](http://www.openeden.com/prism) (your “Platform Account” and the “Platform”). The Platform Account may be accessed on the Platform and may avail the User to certain Platform functions as described herein (the “Functions” which term includes the PRISM Functions (as defined in Schedule 1) and the xPRISM Functions (as defined in Schedule 2)). This Agreement sets out (i) the terms and conditions in relation to purchase, redemption, use and/or holding of OpenEden’s Portfolio of Risk-adjusted Investment Strategy Mix (“PRISM”) product, which are described more fully below in Schedule 1 and (ii) the terms and conditions in relation to the staking of PRISM in exchange for reward-accruing digital asset token ("xPRISM") and/or holding of the xPRISM, which are described more fully below in Schedule 2. For the avoidance of doubt, your access to the PRISM Functions is contingent on your maintenance of a Platform Account and access to the Platform. Your access to the xPRISM Functions are subject to this Agreement which you are deemed to have accepted by holding xPRISM and the Issuer’s obligations to you are subject to and conditional (where applicable) on the terms and conditions set out herein. Please read the terms and conditions in this Agreement carefully before: (i) accessing or using the Platform and/or Functions; or (ii) purchasing, redeeming, using or holding PRISM as they constitute a contract between you (“you” or a “User”) and the Issuer, being the issuer of the PRISM; or (iii) staking your PRISM in exchange for xPRISM as more fully described in Schedule 2. The Company is an exempted Bermuda company limited by shares with registration number 202403468 and registered as a segregated accounts company under the Segregated Accounts Companies Act 2000. The Company's registered office is at Rosebank Centre, 5th Floor, 11 Bermudiana Road, Pembroke HM 08, Bermuda. The Company is regulated and licensed by the Bermuda Monetary Authority ("BMA") to conduct digital asset business activities in and from Bermuda (as set out herein) under and in accordance with the Digital Asset Business Act 2018 (as amended) ("DABA") of Bermuda and related regulations, which can be found at . The Company holds a Class M license to issue, sell or redeem virtual coins, tokens or any other form of digital asset. By agreeing to the terms set out in this Agreement, you agree that you have read, understood and accept all of the terms and conditions contained in this Agreement (and its Schedules) (as may be amended from time to time), PRISM Terms (as set out in Schedule 1 herein), xPRISM Terms (as set out in Schedule 2 herein), Acceptable Use Policy (as set out in Schedule 3 herein), the Issuer’s Privacy Policy, Cookie Policy, KYC/AML Policy and E-Sign Consent Policy and you acknowledge and agree that you will be bound by these agreements and policies. From and after the date you have been deemed to have agreed to the Agreement and its terms, this Agreement and its Schedules shall govern your interactions with the Platform and the PRISM product and/or your interactions with the PRISM and xPRISM. Please refer to Section 24 of this Agreement for further details on our process for amendments and variations. If you have any questions or concerns about this Agreement or our products services, please contact us at . *Conflicts* Notwithstanding anything to the contrary set forth in this Agreement, its Schedules or otherwise, in the event of a conflict or inconsistency between any term set forth herein and any term set forth in this Agreement and the PRISM Terms and xPRISM Terms (together the "PRISM Terms"), the PRISM Terms shall prevail to such extent of conflict or inconsistency. Note that this Agreement (and its Schedules) uses the term “Digital Asset” to refer to USDC, USDO, PRISM, xPRISM and/or any supported stablecoins. For the avoidance of doubt, where used herein, the term “funds” includes Digital Assets as well as fiat currency. Unless otherwise stated or the context otherwise requires, all references to “this Agreement” shall include the Schedules, and this Agreement and its Schedules constitute the entire agreement between the Company, the Issuer and you. 1\. Eligibility; Limitations; Registration Process; Identity Verification *Eligibility; Limitations* 1.1 In registering to use the Platform Account and PRISM Functions on behalf of an entity, you represent and warrant that (i) you meet the Eligibility Requirements (as defined below); (ii) such legal entity is duly organised and validly existing under the applicable laws of the jurisdiction of its organisation; (iii) you are duly authorised by such legal entity to act on its behalf, and (iv) such organisation (and any affiliate entity) must not have been previously suspended or removed from the Platform or Functions or any other functions or product or services offered by the Issuer or its affiliate entities. 1.2 Eligibility Requirements – To register and use the Platform Account and PRISM Functions, you must: (a) be a Non-US resident; and (b) have or be able to demonstrate at least USD500,000 in net assets. You agree that from time-to-time, that the Company may require that the use of certain Functions may have further eligibility requirements that will need to be verified prior to you using such Functions or from time to time in order to continue your use of the Functions and may be subject to additional terms and conditions. 1.3 By accessing or using the Platform Account and Functions, holding and using of PRISM /xPRISM or using or enjoying the benefit of any of the PRISM/xPRISM Functions (as defined in Section 2 of Schedule 1 (PRISM Terms) and Section 2 of Schedule 2 (xPRISM Terms) respectively), you further represent and warrant that: (a) If you are an individual, you are at least 18 years old, satisfy the Eligibility Requirements and are not a Restricted Person, nor are you a resident of a Restricted Territory (each as defined in Section 3.2 of Schedule 1 (PRISM Terms) and Section 3.2 of Schedule 2 (xPRISM Terms)). (b) If you are an entity, you satisfy the Eligibility Requirements, and are not a Restricted Person, nor are you resident, organized in or controlled by persons resident in a Restricted Territory (each as defined in Section 3.2 of Schedule 1 (PRISM Terms) and Section 3.2 of Schedule 2 (xPRISM Terms)). 1.4 For Users with no Platform Account, by accessing or using the xPRISM Functions, holding and using of PRISM/xPRISM or using or enjoying the benefit of any of the xPRISM Functions (as defined in Section 2 of Schedule 2 (xPRISM Terms)), you further represent and warrant that: (a) If you are an individual, you are at least 18 years old, satisfy the Eligibility Requirements and are not a Restricted Person, nor are you a resident of a Restricted Territory (each as defined in Section 3.2 of Schedule 2 (xPRISM Terms)). (b) If you are an entity, you satisfy the Eligibility Requirements, and are not a Restricted Person, nor are you resident, organized in or controlled by persons resident in a Restricted Territory (each as defined in Section 3.2 of Schedule 2 (xPRISM Terms)). You further agree that if you do not hold a Platform Account, the Company and Issuer have no obligations to service you under this User Agreement beyond what is expressly provided for herein. 1.5 By accessing or using the Platform Account and Functions, holding and using of PRISM or xPRISM, or using or enjoying the benefit of any of the PRISM Functions or xPRISM Functions, you further represent and warrant that: (a) You will not be using the Platform Account and Functions for any illegal activity, including, but not limited to, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, other violent activities or any prohibited market practices, including, but not limited to, those listed under Schedule 2 (Acceptable Use Policy) of this Agreement. (b) YOU ARE NOT A U.S. OR CANADIAN PERSON NOR ARE YOU PURCHASING FOR THE ACCOUNT OF A U.S. OR CANADIAN PERSON AND YOU ARE ACQUIRING THE PRISM AND/OR XPRISM IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATIONS UNDER THE UNITED STATES SECURITIES ACT OR EQUIVALENT CANADIAN REGULATIONS. YOU HEREBY AGREE FOR THAT ANY OFFER OR SALE OF THE PRISM AND/OR XPRISM SHALL NOT BE MADE BY YOU TO A U.S. OR CANADIAN PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S. OR CANADIAN PERSON WITHIN THE MEANING OF RULE 902 OF THE AFOREMENTIONED U.S. REGULATIONS OR EQUIVALENT CANADIAN REGULATIONS. 1.6 You also understand that there are additional representations and warranties made by you elsewhere in (or by reference in) this Agreement (and its Schedules) and that any misrepresentation by you is a violation of this Agreement (and its Schedules). 1.7 If the Issuer determines that you have violated this Agreement (and its Schedules), including, but not limited to, transacting with Blocked Addresses (as defined in Section 17) or engaging in Restricted Activities or Prohibited Activities or Prohibited Transactions, the Issuer will consider it to be a violation of this Agreement and may also suspend or terminate your Platform Account, which can result in the potential forfeit of any PRISM or xPRISM otherwise eligible for redemption. 1.8 Notwithstanding the foregoing, the Issuer may determine not to make the Functions, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on your location. We may also, without liability to you or any third party, refuse to let you register for a Platform Account in the Issuer’s sole discretion. 1.9 The Issuer reserves the right to monitor and investigate any transactions or activities involving PRISM or xPRISM to ensure compliance with the restrictions and conditions set out in this Agreement. 1.10 In the event that the Issuer determines, in its sole discretion, that a user is a U.S. Person or has knowingly facilitated the sale or transfer of PRISM or xPRISM to a U.S. Person, the Issuer may take appropriate action as detailed in this Agreement, including but not limited to address blocking certain Functions or other actions that we see fit. 1.11 All accounts are subject to review and approval by the Issuer. We reserve the right to deny, suspend, or terminate an account if we determine that an institution or its representative does not meet the eligibility criteria outlined above or for any other reason at our sole discretion. *Registration Process; Identity Verification* 1.12 When registering for your Platform Account, you must provide current, complete, and accurate information for all required elements on the registration page, including your full legal name and the legal name of your organisation. You also agree to provide us, when registering a Platform Account and on an ongoing basis, any additional information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime. You permit us to keep a record of such information and authorise us to make the inquiries, whether directly or through third parties, that we consider necessary or desirable to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you understand, acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. 1.13 You agree to provide us with your existing Digital Asset Wallet blockchain address (as defined below at Section 2.2.1) for your use of the Functions and interaction with the Issuer. You understand, acknowledge and agree that your Digital Asset Wallet and its Digital Asset contents will be screened, from time to time, in compliance with know-your-customer (“KYC”), know-your-business (“KYB”), know-your-transaction (“KYT”) and anti-money laundering (“AML”) regulatory requirements pursuant to Bermuda laws and any applicable laws and regulations. The whitelisting of a Digital Asset Wallet address for your access to the Functions is based on the successful requisite completion of the KYC onboarding and wallet screening. Once approved, the whitelisted Wallet can participate and interact with the PRISM contracts and Functions. 1.14 In certain circumstances, we may require you to submit additional information about yourself or your business, provide personal and/or corporate records, and complete other verification steps (such process, referred to as "Enhanced Due Diligence"). 1.15 You represent and warrant that all information provided to us pursuant to this Agreement (and its Schedules) is true, accurate and not misleading in any respect. If any such information changes, it is your obligation to update such information as soon as possible. 1.16 From time to time, we may be required to request further information or review or update existing information regarding your account or your transactions to comply with applicable laws and regulation, and in some cases, payment network. Failure to provide such information, if requested by the Issuer, in a timely fashion may result in the suspension of your ability to use the Functions (until you provide such information) or the closure of your Platform Account. 1.17 The Issuer may also decline to register a Platform Account where such User fails to complete the KYC onboarding and wallet screening. The Issuer reserves the right to request such information as is necessary to verify the identity of a User. In the event of a delay or failure by the User to produce any information required for verification purposes the Issuer may refuse to process any of the Functions. The Issuer will not be liable to any holders of PRISM or xPRISM for any loss suffered by them as a result of the non-registration of the Platform Account. 1.18 In certain circumstances (addressed on a case-by-case basis), where the provision of any Function on the Platform or Platform Account is subject to the provision by you of additional information or documentation required to verify existing or new information relating to you as the User, the failure to comply with such request will permit the Issuer to take such action with respect to the Platform Account necessary to comply with applicable AML/KYC/KYB/KYT regulations including imposing limitations and/or restrictions on the Platform Account and Functions, and in certain cases, de-registering the Platform Account. The Issuer will not be liable to the Users for any loss suffered by them as a result of the de-registration of the Platform Account and/or imposing of restrictions on the Functions. 1.19 The Issuer may at its discretion, and subject to applicable laws and regulations governing the sharing of information (including customer information) (“Customer Information”), share such Customer Information with its group entities or appropriate third parties for the purposes of (i) providing the Functions to you which includes, but is not limited to, the conduct of AML/KYC/KYB/KYT measures as well as ongoing monitoring activities concerning the Functions; and (ii) general group marketing purposes (“Purposes”). You expressly agree and authorize the Issuer to share such Customer Information for such Purposes. 1.20 We reserve the right to maintain your account registration information after you terminate your Platform Account for business and regulatory compliance purposes, subject to applicable laws and regulation. 2\. Platform Functions The Platform also provides the following Functions in connection with your Platform Account: 2.1 *(A) PRISM-Related Functions* ● The PRISM is issued by the Issuer and is intended to be a digital asset that facilitates transactions on supported blockchains, Web3 platforms and ecosystems. ● Each PRISM token will be minted at the USDO (or other applicable stablecoin or fiat) equivalent of USD1.00 each. ● Users will not be entitled to receive any interest or other fees on any PRISM held in your Wallet (as defined below) other than as set out herein, notwithstanding that the Digital Assets used to purchase the PRISM or the underlying PRISM Reserve Assets (as defined in Schedule 1) may generate interest or other amounts. You acknowledge and agree that interest or other amounts earned in respect of the PRISM Reserves are not directly accrued to or owed to you as part of your holding of PRISM. For the avoidance of doubt, no PRISM holder has any entitlement to such interest or other amounts so earned in respect of the PRISM Reserves. The Platform allows Users to: 2.1A.1 mint PRISM tokens; 2.1A.2 redeem PRISM tokens; and/or 2.1A.3 any other PRISM specific functions (“PRISM Functions”), which are described more fully in the PRISM Terms (as set out in Schedule 1 herein). The PRISM Terms are incorporated herein by reference. *(B) xPRISM-Related Functions* ● The xPRISM is a reward-accruing version of PRISM, obtained through the staking of PRISM in a Staking Contract made available by the Issuer and is intended to be a digital asset that facilitates transactions on supported blockchains, Web3 platforms and ecosystems. ● The Staking Contract is an ERC-4626 Token Vault standard implementation. This standard is commonly used for yield-bearing tokens, where the value of the receipt token (xPRISM) increases over time as rewards (PRISM) accumulate within the Staking Contract. ● Each xPRISM token will be exchanged for PRISM at an Exchange Rate set out in Schedule 2 (xPRISM Terms) which is intended to increase over time. ● Users will not be entitled to receive any interest or other fees on any xPRISM held in your Wallet (as defined below) other than as set out herein, notwithstanding that the Digital Assets used to purchase the PRISM or the underlying PRISMK Reserve Assets may generate interest or other amounts. You acknowledge and agree that interest or other amounts earned in respect of the xPRISM Reserves are not directly accrued to or owed to you as part of your holding of xPRISM. For the avoidance of doubt, no xPRISM holder has any entitlement to such interest or other amounts so earned in respect of the PRISM Reserves. A Platform Account is not required for Users to: 2.1B.1 mint xPRISM tokens upon deposit of PRISM tokens (also referred to herein as "staking"); 2.1B.2 burn xPRISM tokens in exchange of PRISM tokens (also referred to herein as "unstaking"); and/or 2.1B.3 any other xPRISM specific functions (“xPRISM Functions”), which are described more fully in the xPRISM Terms (as set out in Schedule 2 herein). The xPRISM Terms are incorporated herein by reference. 2.2 *Non-Hosted Wallet Interactions with the Platform* 2.2.1 The Platform interfaces with your external non-custodial Digital Asset wallet(s) (“Wallet”) and whitelists the same to permit the minting and redemption of PRISM. Your Wallet will be the means to store, track, transfer, and manage your balances of the PRISM. We do not store or hold your Wallet’s private keys, which are used to process transactions. By accessing and using the Platform, you acknowledge and agree that the private keys of your wallet are generated, stored and managed by you; you have full control and access to the PRISM in your Wallet and you are solely responsible for the security of your own wallet and the assets stored within it. The Issuer is not responsible for any loss or damage to your assets that may occur as a result of your failure to properly secure and manage your private keys and recovery phrases or seed words. 2.2.2 You own and/or control the Digital Assets held in your connected Wallet to the Platform Account. For so long as your Digital Assets are stored in a non-custodial Wallet accessed via the Platform, neither the Issuer nor the Company maintains any control over the private keys associated with the blockchain Wallet addresses holding your Digital Assets. 2.2.3 When using the Platform, you will have access to information regarding your balances, type and amount of PRISM in your Wallet, individual transactions and fees. 2.3 *Minting or Redemption of PRISM and Staking or Unstaking of xPRISM* 2.3.1 The Issuer has ensured that PRISM can only be minted on a primary basis through the Platform. 2.3.2 PRISM can also be redeemed for Digital Assets or fiat currency (where supported and disclosed by the Issuer on its website) by Users who hold a Platform Account in good standing. 2.3.3 xPRISM: (i) xPRISM can be obtained through the staking of PRISM on the Staking Contract (ii) xPRISM can be burned in the Staking Contract to unstake an amount of PRISM calculated in accordance with the Exchange Rate 2.3.4 When: (i) a User elects to mint (and/or redeem) PRISM through the Platform, any financial transactions that you engage in will be conducted solely through the Ethereum network and/or such other blockchain network as determined by the Issuer. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. We will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct via the Ethereum network or other supported networks. (ii) When PRISM holders elect to stake/unstake PRISM through the Staking Contract, any financial transactions that you engage in will be conducted solely through the Ethereum network and/or such other blockchain network as determined by the Issuer. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. We will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct via the Ethereum network or other supported networks. 2.3.5 In the event that an eligible person who does not hold a Platform Account wishes to mint or redeem PRISM, they are advised to commence the onboarding process at [www.openeden.com/prism](http://www.openeden.com/prism) in order to open a Platform Account. 2.4 *Transfers of PRISM, xPRISM and other Digital Assets* 2.4.1 Inbound Transfers of Digital Assets (i) When you trigger a minting of PRISM through the Platform and utilize USDO (or any supported and approved stablecoins) for the purchase, the Digital Asset purchase price is transferred to the Issuer’s designated custodial account held with its licensed custodial service provider from your connected whitelisted Wallet (“Inbound Transfer”). You agree that you will be solely responsible for executing the transaction properly, which may include, among other things, payment of sufficient network or miners’ fees in order for the transaction to be successful. Failure to pay such fees may cause an Inbound Transfer to remain in a pending state outside of the Issuer’s control and we are not responsible for delays or losses incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such transactions. By initiating an Inbound Transfer, you attest that you are transacting in the Digital Assets which conforms to the supported blockchains of the PRISM product. For example, if you select an Ethereum wallet address, you attest that you are initiating an Inbound Transfer of Ethereum alone. Neither the Company nor the Issuer incurs any obligation whatsoever with regard to any other Digital Assets, cryptocurrencies, virtual currencies, or digital assets, sent to an incompatible Wallet. Erroneously transmitted Digital Assets will be lost. (ii) When a PRISM holder stakes their PRISM on the Staking Contract to receive xPRISM, the PRISM is transferred to the Staking Contract (“Inbound Staking Transfer”). You agree that you will be solely responsible for executing the transaction properly, which may include, among other things, payment of sufficient network or miners’ fees in order for the transaction to be successful. Failure to pay such fees may cause an Inbound Staking Transfer to remain in a pending state outside of the Issuer’s control and we are not responsible for delays or losses incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such transactions. By initiating an Inbound Staking Transfer, you attest that you are aware of and able to transact in accordance with the correct methods, procedures and technical requirements which conform to the supported blockchains of the PRISM Product. Neither the Company nor the Issuer incurs any obligation whatsoever with regard to any other Digital Assets, cryptocurrencies, virtual currencies, or digital assets, sent to the Staking Contract. Erroneously transmitted Digital Assets will be lost. 2.4.2 You agree, represent, and warrant that all Inbound Transfers and Inbound Staking Transfers are not the direct or indirect proceeds of any criminal or fraudulent activity. 2.4.3 In the event that any User initiates an Inbound Transfer from a non-whitelisted Wallet, such Inbound Transfer shall be held by the Issuer pursuant to the PRISM quarantine procedures and not processed for any purchase of PRISM. Please contact the Issuer directly at with respect to such quarantined Inbound Transfers. 2.4.4 When you send PRISM or xPRISM from your Wallet to a third party non-whitelisted or whitelisted Wallet (“Outbound Transfers” and together with Inbound Transfers, “Digital Asset Transfers”), such transfers are executed by you in your sole discretion. Neither the Company nor the Issuer shall bear any liability or responsibility in the event you enter an incorrect blockchain destination address and we do not guarantee the identity or value received by a recipient of an Outbound Transfer. You further represent and warrant that (i) prior to any Outbound Transfers, you have an obligation to inform and have indeed informed the transferee of the terms set out herein (including the Schedules) and (ii) you will not make any Outbound Transfer to a Wallet owned or controlled by a person that is a resident of the United States of America or Canada or who otherwise qualifies as a U.S. or Canadian Person. Neither the Company nor the Issuer shall be liable for any losses or claims from you or the recipient resulting from a failure to comply with the requirements set out herein. 2.4.5 Digital Asset Transfers cannot be reversed once they have been broadcast to the relevant blockchain, notwithstanding that they may be in a pending state, and designated accordingly, while the transaction is processed by network operators. The Issuer does not control any blockchain or Digital Asset network and makes no guarantees that a Digital Asset Transfer will be confirmed by a Digital Asset network (e.g. Ethereum). 2.4.6 For the avoidance of doubt, and notwithstanding the foregoing, including specifically Section 2.4.4 above, the Issuer reserves the right to carry out such action as necessary, including, immediately freezing any such attempted Outbound Transfers or to, where possible, unwind any completed Outbound Transfers, if it determines in its absolute discretion that (a) such transfer will result in the breach of applicable KYC/AML laws and regulations, (b) such transfer may result in the Issuer having to comply with any registration or filing requirement in any jurisdiction to which it would not otherwise be required to comply; (c) the Issuer is likely, in its reasonable opinion, to suffer a legal, regulatory, tax, pecuniary or material administrative disadvantage as a result of such transfer; or (d) it is required to do so to comply with any applicable law, regulation, guideline, directive or judgment. 2.4.7 PRISM Redemption and Gating – (i) There will be no redemption restrictions on Users redeeming PRISM on a primary basis from the Issuer and the Issuer commits to the redemption timelines set out in Section 2.4.7(ii) below provided that no abnormal conditions affecting redemption operations are in effect For the avoidance of doubt, "abnormal conditions” will include the following situations that affect the Issuer’s ability to process redemptions for an individual User or Users collectively: (a) legal, compliance and/or regulatory restrictions and/or directives (including situations set out in Section 9.3 of this Agreement and Section 9 of Schedule 1: PRISM Terms); (b) scheduled or unscheduled Downtime (as defined in Section 6.2 of the Schedule 1: PRISM Terms); or (c) force majeure conditions; (ii) Subject to the terms in this User Agreement, the Issuer commits to processing PRISM redemptions and to transmit Digital Asset redemption proceeds to redeeming users within T+7 U.S. business days from the date such redemptions are accepted for processing on the Platform. 2.4.8 xPRISM Redemption and Gating – (i) There will be no redemption restrictions on holders of xPRISM unstaking PRISM from the Staking Contact which shall endeavour to meet the redemption timelines set out in Section 2.4.8(ii) below provided that no abnormal conditions affecting the Staking Contract are in effect For the avoidance of doubt, "abnormal conditions” will include the following situations that affect the operation of the Staking Contract for a holder of xPRISM or holders of xPRISM collectively: (a) legal, compliance and/or regulatory restrictions and/or directives (including situations set out in Section 9.3 of this Agreement and Section 9 of Schedule 2: xPRISM Terms); (b) scheduled or unscheduled Downtime (as defined in Section 6.2 of the Schedule 2: xPRISM Terms); or (c) force majeure conditions; (ii) Subject to the terms in this User Agreement, the unstaking of xPRISM to PRISM and transmission of the same to holders of the xPRISM is expected to take up to 4 days from the date xPRISM is deposited into the Staking Contract to trigger the unstaking process. 2.5 *Availability of Platform and Functions*: The Issuer strives to provide consistent and reliable access to the Platform and its Functions. However, we cannot guarantee that the Platform or Functions or the Staking Contract will be available at all times, without interruption, or that they will always function as intended. By agreeing to this Agreement and its terms, you acknowledge and accept the risk of potential service disruptions or unavailability. 2.6 *PRISM Redemption*: The Issuer maintains its PRISM Reserve Assets in a segregated account designed to hold the digital assets that form the PRISM Reserve Assets that will be managed by the Manager in accordance with the Strategies. The Issuer commits to redeem 1 PRISM for the notional value (set out in Schedule 1) relating to its pro rata portion of the PRISM Reserve Assets in supported digital assets, subject to this User Agreement, applicable law, and any fees where applicable. While the Issuer may hold and manage the PRISM Reserves through holding the same in interest-bearing accounts or through deployment into other yield-generating instruments or strategies, you acknowledge that you are not entitled to any interest or other returns earned on such funds as User. PRISM does not itself generate any interest or return for holders of PRISM and only represents your right to redeem PRISM as a User, if you are one. If you are not an eligible user or have not cleared the onboarding process to obtain a Platform Account, you do not have a right to redeem PRISM from the Issuer. Notwithstanding the foregoing, by agreeing to this Agreement and its terms, you acknowledge and accept that the ability to redeem PRISM is subject to the risk factors set out in Schedule 4, in particular, Section 1 of Schedule 4 (PRISM Reserve risks). 2.7 *Unstaking of* PRISM*/xPRISM*: xPRISM holders who unstake their PRISM from the Staking Contract are subject to the terms of this User Agreement, entitled to receive PRISM calculated in accordance with the Exchange Rate (as set out in Schedule 2). Notwithstanding the foregoing, by agreeing to this Agreement and its terms, you acknowledge and accept that the ability to receive PRISM pursuant to such unstaking is subject to the risk factors set out in Schedule 4. 3\. No Custody The Issuer holds and/or processes all Digital Assets (other than PRISM and xPRISM) received from the purchase of PRISM in accordance with Schedule 2, or where necessary, due to applicable laws or regulations, through its appointed regulated custodial service providers. The Issuer is regulated in Bermuda under a Class M DABA License. The Digital Assets received (i.e. USDO or any supported stablecoins), are held and/or processed by the Issuer or where necessary, its appointed regulated custodial service providers. We are not a trust company nor do we have a licence to provide any custody service. Additionally, for the avoidance of doubt, the Issuer is not a fiduciary, and the Issuer does not provide any trust or fiduciary services to you in the course of your visiting, accessing, or using the Platform and/or Functions. 4\. Asset Ownership The title to all of your Digital Assets will remain with you at all times. As the beneficial owner of Digital Assets in your Wallet, you shall solely bear the risk of loss of such Digital Assets including the PRISM and xPRISM. The Issuer has no liability for any Digital Assets fluctuations in value. Except as may be otherwise agreed in writing between you and the Issuer, none of the Digital Assets in your Wallet are the property of, or shall or may be loaned to, the Issuer. Except as required under applicable law, or except as provided for herein, the Issuer will not sell, transfer, loan, or otherwise alienate Digital Assets in your Wallet unless specifically instructed by you in accordance with the terms of this Agreement. 5\. No Investment Advice The Issuer does not provide investment, tax, or legal advice, nor does the Issuer broker trades on your behalf. You should consult your legal or tax professional regarding your specific situation. The Issuer may provide educational information about Digital Assets, as well as other Digital Assets not supported by the Issuer. Information may include, but is not limited to, blog posts, articles, links to third-party content, news feeds, tutorials, and videos. The information provided on the Platform or any third-party sites does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the Platform's content as such. All decisions to buy, sell, or hold PRISM or Digital Assets, or to stake PRISM in exchange for xPRISM, are solely your responsibility. You should conduct your own research, seek professional advice, and carefully consider the risks associated with Digital Asset transactions before making any decisions. 6\. Privacy We are committed to protecting your personal information and helping you understand exactly how your personal information is being used. You should carefully read the Issuer Privacy Policy as it provides details on how your personal information is collected, stored, protected, and used. By agreeing to these Terms, you also agree to the terms of the Issuer Privacy Policy. 7\. Communications 7.1 By entering into this Agreement, you agree to receive electronic communications, agreements, documents, receipts and notifications in accordance with our E-Sign Consent Policy. 7.2 This Agreement is provided to you and communicated in English. We will also communicate with you in English for all matters related to the Company and the Issuer and your use of the Functions and/or PRISM Functions. Where we have provided you with a translation of the English language version of this Agreement or any information related to your Platform Account, you acknowledge and agree that such translation is provided for your convenience only and that the English language version of the Agreement will govern your use of the Functions and/or use of PRISM, and the PRISM Functions and xPRISM Functions (as applicable). 8\. Security of User Information 8.1 You are responsible for maintaining the confidentiality and security of all account names, User IDs, passwords, personal identification numbers (PINs) and other access codes that you use to access the Functions. You are responsible for keeping your email address and all other account holder and User information up to date in your Platform Account profile and for maintaining the confidentiality of your User information. You agree to notify the Issuer immediately if you become aware of any unauthorized use of your Platform Account, the Functions, or any other breach of security regarding the Functions, your Platform Account or the Platform. We strongly advise you to enable all security features that are available to you (such as, by way of example two-factor authentication); this offers you enhanced protection from possible malicious attacks. The Issuer will not be liable for any loss or damage arising from your failure to protect your account information. 8.2 We shall not bear any liability for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We recommend the regular use of reliable virus and malware screening and prevention software. If you question the authenticity of a communication purporting to be from the Issuer, you should login to your Platform Account directly through the Platform or related mobile application, if any, and not by clicking links contained in emails. 9\. Account Suspension & Closure 9.1 We may, without liability to you or any third party, suspend your Platform Account, consolidate your Platform Accounts if you have more than one, or terminate your Platform Account or suspend your use of one or more of the Functions in accordance with the terms of this Agreement, as determined in our sole and absolute discretion. Such actions may be taken as a result of account inactivity, failure to respond to customer support requests, failure to positively identify you, a court order, your violation of the terms of this Agreement or for other similar reasons. The Issuer may also temporarily suspend access to your Platform Account in the event that a technical problem causes system outage or Platform Account errors until the problem is resolved. For the avoidance of doubt, in the event your Platform Account is suspended or closed, you will no longer be able to access any of the Functions. 9.2 You may terminate this Agreement at any time by closing your Platform Account in accordance with this Agreement. In order to do so, you should contact the Issuer’s “Support Team” who will assist you in closing your Platform Account. You may not terminate your Platform Account if the Issuer believes, in its sole discretion, that such closure is being performed in an effort to evade a court order or legal or regulatory investigation or to avoid paying any amounts otherwise due to the Issuer. 9.3 For Users with a Platform Account, we encourage you to unstake (as applicable) and redeem your PRISM prior to issuing a request to terminate your Platform Account as you will be unable to utilize the redemption Function after your Platform Account has been terminated. We reserve the right to restrict or refuse to permit unstaking and/or redemptions from your Platform Account if (i) your Platform Account has otherwise been suspended or unilaterally terminated by the Issuer in accordance with this Agreement or (ii) to do so would be prohibited by law or a court order or (iii) we have determined that any of the related Digital Assets used to purchase PRISM through your Platform Account were obtained fraudulently or as proceeds of activities that breach the Acceptable Use Policy. 9.4 In the event that you or the Issuer terminates this Agreement or your access to the Functions, or cancels your Platform Account, you remain liable for all activity conducted on or with your Platform Account while it was active and for all amounts due hereunder. 10\. Fees 10.1 The Issuer and/or its service providers may charge fees in connection with the Platform and/or Functions it may determine in its sole discretion ("Fees"). Such Fees shall be prominently displayed on the Platform (as may be amended from time to time). You agree to pay the fees shown to you when you enter into a transaction. We may change any of the fees that the Issuer charges at any time, subject to a minimum notice period of at least seven (7) days, which shall be notified to you by email or by notice posted on the Platform itself. 10.2 The Fees are used to cover the operational costs of maintaining the Platform operations incurred across on-chain and off-chain venues, such as bank charges, transaction and/or gas fees. 10.3 The Fees are collected by the Issuer for operating the Platform. River Labs Pte. Ltd., an affiliate of the Company, will provide administration and technology support for the Platform and Functions for and on behalf of the Issuer (as the technical service provider). 10.4 The applicable Digital Asset network (i.e. Ethereum) or supported bridge may charge a fee in connection with blockchain transactions. You are responsible for all such fees of Incoming or Outgoing Transactions. Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. This means that you will need to pay a Gas Fee for each transaction, an estimate of which will be provided to you prior executing the transaction. 10.5 You are responsible for, and agree to pay, all fees as disclosed that may be charged by the Issuer in connection with the use of Functions on the Platform. 11\. PRISM and xPRISM Specific Terms 11.1 To the extent that you utilize your Platform Account for any transaction or service involving the Digital Assets and PRISM Functions, the PRISM Terms (as set out in Schedule 1 herein) shall apply to all such transactions. 11.2 To the extent that you utilize your Platform Account for any transaction or service involving the Digital Assets and xPRISM Functions, the PRISM Terms (as set out in Schedule 1 and Schedule 2 herein) shall apply to all such transactions. 12\. Mobile Functions To the extent you access the Platform or any of the Functions through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. We are not responsible for any charges you incur from your mobile carrier as a result of use of the Platform. In addition, downloading, installing, or using certain mobile applications may be prohibited or restricted by your carrier, and not all Functions may work with all carriers or devices. You hereby confirm that with respect to any mobile phone number provided, you own the account corresponding to that mobile phone number or otherwise have the account holder’s permissions to use this service. By registering a mobile phone number you are agreeing to the specific terms set forth in this Section. 13\. Transaction Limits For security and compliance reasons, the Issuer reserves the right to impose such limits as may be applicable to the use of the Platform and Functions including the minting, redemption, transfer or velocity limits as we deem necessary provided that the same will be notified to you through authorized communication channels. We further reserve the right to establish individual or aggregate transaction limits on the size or number of minting, redemptions, transfers, staking or other PRISM and/or xPRISM transactions that you initiate using your Wallet during any specified time period and the same will be communicated to you through authorized communication channels. Higher transaction limits can be requested by submitting a written request to the Issuer. Please note that any increase in transaction limit is subject to further due diligence by the Issuer and subject to the Issuer’s sole discretion based on the results of further assessment and compliance with our internal policies and applicable regulations. By using our services, you acknowledge and agree to abide by these limitations. 14\. Right to Change/Remove Features or Suspend/Delay Transactions Subject to Section 10 of the PRISM Terms and Section 10 of the xPRISM Terms, we reserve the right to change, suspend, or discontinue any aspect of the Functions or the Platform at any time, including hours of operation or availability of any feature, without notice and without liability. We may, in our sole discretion, delay any transaction if we believe that such transaction is suspicious, may involve fraud or misconduct, violates applicable laws or payment network, or violates any term of this Agreement. 15\. Platform Transactions Transaction Processing: The Issuer is committed to providing efficient transaction processing for Users. However, processing times may vary depending on various factors, including the blockchain network's congestion, transaction complexity, and required confirmation or settlement. While every effort is made to facilitate prompt transactions, the Issuer is unable to guarantee immediate processing or completion of transactions. 16\. Refunds; Reversals Once a transaction has been initiated (including, but not limited to, a Digital Asset Transfer), it cannot be reversed or refunded, except as set forth in this Agreement. You may have additional refund or chargeback rights under your agreement with the recipient of any PRISM from your Wallet, your financial institution, or pursuant to applicable law. You should periodically review statements from your financial institution and any other service that you use to transact with Digital Assets, which should reflect all applicable transactions made using the related transaction method. You can also access the record of transactions on the Platform, in your Platform Account by logging into your Platform Account. 17\. Blocked Addresses & Forfeited Assets The Issuer reserves the right to “block” certain Digital Asset addresses that it determines, in its sole discretion, are associated with illegal activity or activity that otherwise violates the Terms or applicable laws (“Blocked Addresses”). In the event that you send Digital Assets to a Blocked Address, or receive Digital Assets from a Blocked Address, the Issuer may “block” your Wallet or associated addresses and take steps to terminate your Platform Account. In certain circumstances, the Issuer may deem it necessary to report such suspected illegal activity to applicable law enforcement agencies and you may forfeit any rights associated with your Digital Assets. The Issuer may also be forced to freeze and potentially surrender the Digital Assets in the event it receives a legal order from a valid government authority requiring it to do so. 18\. Taxes The Company will maintain a record of your Platform transaction history, which you will be able to access through your Platform Account for purposes of making any required tax filings or payments, but it is your responsibility to determine what, if any, taxes apply to the transactions involving the PRISM, xPRISM and other Digital Assets that are held with your whitelisted Wallet address, and to collect, report, and remit the correct tax to the appropriate tax authority. This transaction history will include all transactions you complete with the Issuer in relation to the Platform and Functions including minting of PRISM, payments for minting PRISM, staking of PRISM in exchange for xPRISM, redemption of xPRISM for PRISM, redemption of PRISM for USDO, fiat or other supported stablecoins only, and shall exclude any transfers of PRISM or xPRISM (to other third party wallet addresses). The Issuer will make any tax withholdings or filings that we are required by law to make, but neither the Issuer nor the Company is responsible for determining whether taxes apply to your transaction(s), or for collecting, reporting, or remitting any taxes arising from any transaction. 19\. Indemnification; Release 19.1 You agree to hold harmless and indemnify each of the Company, the Issuer and subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers, service provider or partners from and against any claims, liabilities, losses, damages (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and reasonable attorneys' fees arising out of or in any way related to (i) your breach of this Agreement (and its Schedules), (ii) your misuse of the Platform, or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the Platform, and your holding or using of PRISM and/or xPRISM. 19.2 For the purpose of this Section, the term “losses” means all net costs incurred by us or the other persons referred to in this Section which are the result of the matters set out in this Section and which may relate to any claims, demands, causes of action, debt, cost, expense or other liability, including reasonable legal fees (without duplication). 19.3 If you have a dispute with one or more Users or third parties, you unconditionally and irrevocably release the Issuer (and its affiliates and service providers, and each of their officers, directors, agents, joint ventures, employees and representatives) from all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. 20\. Limitation of Liability; No Warranty 20.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY, ISSUER AND OUR AFFILIATES AND SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE ISSUER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE FUNCTIONS, TO HOLD OR USE OR REDEEM PRISM AND/OR xPRISM AS APPLICABLE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE FUNCTIONS AND TRANSACTION(S) ENTERED INTO INVOLVING PRISM AND/OR xPRISM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICES AND/OR FUNCTIONS INVOLVING PRISM AND/OR xPRISM. 20.2 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE FUNCTIONS OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE FUNCTIONS AND TERMINATE YOUR ACCOUNT. 20.3 THE PRISM, xPRISM AND FUNCTIONS ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. THE ISSUER, OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE ISSUER MAKES NO WARRANTY THAT (I) THE FUNCTIONS WILL MEET YOUR REQUIREMENTS, (II) THE FUNCTIONS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, FUNCTIONS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS. 20.4 The Issuer will make reasonable efforts to ensure that requests for Platform Account transactions executed through your Wallet are processed in a timely manner, but the Issuer makes no representations or warranties regarding the amount of time needed to complete processing because the Functions are dependent upon many factors outside of our control. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This Section gives you specific legal rights and you may also have other legal rights that vary in your applicable country. 21\. Unauthorized and Incorrect Transactions 21.1 When any transaction occurs using your credentials (including, but not limited to, Digital Asset Transactions), we will assume that you authorized such transaction and the Issuer shall not be obligated to verify any such transaction and the Issuer bears no liability for any losses suffered by you pursuant to transactions that was not authorized by you. 21.2 Users are responsible for ensuring the accuracy of their Platform transaction details, including recipient addresses, amounts, and digital asset types. The Issuer is not liable for any losses or damages resulting from user errors or inaccurate transaction information. Once a transaction has been initiated, it cannot be reversed or modified. Please verify all transaction details before initiating any Platform Functions. *Error Transactions* 21.3 If an Error (as defined below) occurs through your Platform Account, and you follow the procedures set forth in this Section, the Issuer may, on a goodwill basis and at its sole discretion, and in accordance with this Agreement, reimburse you for the full or partial amount of any eligible Unauthorized Digital Asset Transaction and such losses resulting from an Error. *What Constitutes an Error?* 21.4 For purposes of this Section, an “Error” means one of the following: (a) if your Wallet is charged for the minting of PRISM, the Issuer receives the relevant Digital Assets or fiat purchase price, but the corresponding PRISM is not minted or does not show up in your Wallet through the Platform Account, (b) if you complete a redemption of PRISM for Digital Assets or fiat currency and the Digital Assets or fiat currency are not properly delivered by the Issuer to your Wallet or designated fiat account, (c) if you elect to stake PRISM, the Staking Contract receives the PRISM but xPRISM is not minted or does not show up in your Wallet; (d) if you elect to unstake PRISM, the Staking Contract burns the corresponding xPRISM but the corresponding PRISM does not show up in your Wallet; (e) if you are entitled to receive Digital Assets or fiat currency from us to your Wallet or designated fiat account and we do not add the proper amount to your Wallet or designated fiat account, (f) if the transaction records in your Platform Account and/or Wallet do not accurately reflect your transactions, or (g) there is some other material mathematical or computational error by the Issuer in calculating minting or redemption amounts. *Notifying the Issuer of an Error* 21.5 You should notify us immediately if you believe that (i) an Error has occurred, or (ii) you believe there is an Error in your transaction records or account history, or you have a question regarding your transaction records or account history. 21.6 In order for Errors to be potentially covered by the Issuer, you must notify us within sixty (60) days of such Error showing up in your transaction history and/or account statement. If you do not notify us within sixty (60) days, then you will not be covered by the protections of this Section. *Notification Process* 21.7 The fastest and most efficient way to notify us of an Error is to contact the Issuer’s Support Team via email . The Support Team will be deemed to have received your notification three (3) business days from the date of transmission of the email or upon written acknowledgment of the same, whichever is sooner. 21.8 However you choose to notify us, you must include: (a) the name and email associated with your Platform Account; (b) the Wallet blockchain address; (c) a detailed description of what Error you believe occurred, or what information you need in order to determine if an Error occurred; and (d) the amount of such Error. 21.9 Note that in connection with investigating and/or resolving any Error, we may need to request further information from you regarding the circumstances of the Error. If you do not provide such additional information, it may inhibit our ability to resolve your issue or limit your rights under this Section. *Steps the Issuer Will Take Following Notification* 21.10 Once you have provided us with proper notification (including delivering all of the information set forth in the subsection above and responding to any requests for further information), we will investigate the potential Error. We will typically be able to complete our investigation within ten (10) days, but may require up to thirty (30) days if your Platform Account is new (meaning your Platform Account has been active for less than thirty (30) days at the time we receive your notification). 21.11 Sometimes, we may need more time in order to complete our investigation (up to thirty (30) days, or sixty (60) days for a new account) and will notify you of any required extension of the investigation period. 21.12 Once we have completed our investigation, we will notify you of our decision within three (3) business days. If we determine that your claim of an Error is valid and eligible, we may (where applicable) credit your connected Wallet or fiat account with (at our discretion) an amount equivalent to the Error. 21.13 Regardless of the results of our investigation, we will send you an official written communication explaining the basis for our decision. If you have any questions or concerns regarding our decision, you can request further information regarding the details that led to our decision. 21.14 For the avoidance of doubt, the Company, Issuer and/or its Affiliates has no obligation under the terms of this User Agreement to respond or provide assistance to Users who do not hold a Platform Account. *Issuer Notifications* 21.15 Save as for where expressly provided for, any notifications provided to you by the Issuer, whether in writing or by announcements on the Platform, the same shall be deemed to be accepted and acknowledged seven (7) days from the date of such notification. *Complaints Process* 21.16 Should you wish to lodge any complaints with the Issuer, please contact the Issuer’s team at , listing the following details: (a) Name (b) Account details/reference (c) Details of complaint, including time, description of the error, fault or issue (d) Attach any screenshot/proof/receipt or document that substantiates the complaint 21.17 You will receive an acknowledgement of the complaint within 7 days of receipt by the Issuer. 21.18 Resolution of the complaint will depend on the details provided to our team to facilitate a swift follow-up, with the Issuer committed to provide a final response to the complaint within 2 months. 22\. Risk Factors By accepting the terms contained in this Agreement, you also acknowledge the risks set out at Schedule 4. 23\. Governing Law; Dispute Resolution 23.1 This Agreement shall be governed by the laws of Bermuda. In the event of any dispute, controversy, difference, conflict or claim arising out of or relating to this Agreement or its performance, including without any limitation any question regarding its existence, validity, or a claim for unlawful act under applicable laws (“Dispute”), the Parties agree to attempt, for a period of thirty (30) days after the receipt by a Party of a notice from the other Party of the existence of the Dispute (“Settlement Period”), to settle the Dispute through good faith negotiations between the Parties. 23.2 In the event that the parties cannot resolve the Dispute informally, the Dispute shall be settled by binding arbitration in accordance with the rules of the arbitration body selected by the Company. The arbitration proceedings shall take place in Bermuda, and the language of the arbitration shall be English. 23.3 You agree that any Dispute resolution proceedings, including arbitration, will be conducted only on an individual basis and not in a class, consolidated, or representative action. You hereby waive any right to participate in any class action or class-wide arbitration against the Company or the Issuer related to any claim or Dispute. 24\. Amendments 24.1 The Issuer may amend any portion of this Agreement and/or its Schedules at any time by posting the revised version of this Agreement on the Platform with an updated revision date. The changes will become effective immediately, and shall be deemed accepted by you, the first time you use the Platform and/or Functions after the initial posting of the revised Agreement and shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to cease use of the Platform and PRISM product and terminate your use of the Functions and close your Platform Account. You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of this Agreement and/or its Schedules. 24.2 If the revised Agreement includes a material change, we will provide you with prior notice of at least thirty (30) days (“Notice Period”), via our website and/or written communication before the material change becomes effective. For this purpose a “material change” means a significant change other than changes that (i) are to your benefit, (ii) are required to be made (a) to comply with applicable laws and/or regulations, (b) to comply with a payment network, or (c) as otherwise required by one of our regulators, (iii) relates to a new product or service made available to you, or (iv) to otherwise clarify an existing term. 24.3 Where the Issuer requires your acknowledgement of material updates, amendments, variations or modifications to the terms of the Agreement. If you do not acknowledge such updates, amendments, variations or modifications within the Notice Period, and you continue to use the Platform, Functions, PRISM and/or xPRISM, you will have been deemed to accept such changes. Should we not receive such acknowledgement, we may, at our discretion and subject to applicable laws, regulations, internal policies or directions from our regulator, commence steps to close your Platform Account. 24.4 If you do not agree to any update, amendment, variation or modification to the Agreement, you must stop using the Platform, Functions PRISM and xPRISM immediately. Your ongoing use of the Platform, Functions, PRISM and xPRISM shall constitute consent to any such update, amendment, variation or modification to this Agreement. 24.5 The Issuer reserves the right to make any update, amendment, variation or modification to these terms without prior advance notice to you in the event that it is required, as determined by the Issuer in its sole discretion, for reasons of security, legality or regulatory compliance, including but not limited to for reasons of compliance with any law, regulation, order from a court of competent jurisdiction or direction from our regulator. Such changes will become immediately effective and the Issuer will endeavor to notify you through the Platform or through other appropriate means as soon as possible thereafter. 25\. Assignment You may not transfer or assign (whether absolutely or by way of security and whether in whole or in part), transfer, mortgage, charge or otherwise dispose in any manner whatsoever of the benefit of this Agreement or any rights or obligations hereunder, by operation of law or otherwise and any such attempted assignment shall be void (it being understood and agreed that this Section shall not prohibit you from sending any Digital Assets from your Wallet in accordance with the terms hereof). We reserve the right to freely assign this Agreement (and its Schedules) and the rights and obligations of this Agreement (and its Schedules) to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop using our Functions and terminate this Agreement by contacting the Issuer’s Support Team at and asking us to close your Platform Account. 26\. Change of Control In the event that the Issuer is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. 27\. Survival; Force Majeure 27.1 Upon termination of your Platform Account or this Agreement for any reason, all rights and obligations of the parties that by their nature are continuing will survive such termination. 27.2 The Issuer shall have no liability for any failure or delay resulting from any condition beyond our reasonable control, including but not limited to governmental action or acts of terrorism, pandemics, earthquake, fire, flood, or other acts of God, labour conditions, power failures, equipment failures, and Internet disturbances. 28\. Third Party Applications 28.1 The Issuer may in its absolute discretion, now or in the future, integrate with or provide access on its Platform to third-party services, tools or platforms to provide additional functionality to its Users or to enhance the user experience (“Third Party Functionality”). 28.2 By using these third-party services, you agree to their respective terms and conditions, privacy policies, and any other applicable agreements. You also agree that by interacting with such Third Party Functionality with your Wallet, you acknowledge that you may be granting permission to a third party to take specific actions on your behalf which does not relieve you of your responsibilities under this Agreement, and you acknowledge and agree that you will not hold the Issuer responsible for, and will indemnify and hold harmless The Issuer from, any liability arising from the actions or inactions of this third party in connection with the permissions you grant. 28.3 In such cases, you agree that the Issuer will not and does not provide such Third Party Functionality as principal or agent and that any interactions with such available services involving a User’s Wallet, Digital Assets or assets shall be at the User’s own risk and discretion. The integration or provision of access to Third Party Functionality does not constitute an endorsement, guarantee, or recommendation by the Issuer. We are not responsible for the content, accuracy, reliability, or performance of these third-party services. 28.4 You acknowledge that the use of third-party services may involve risks, including security, data privacy, or other risks, and that the Issuer shall not be liable for any losses, damages, or other consequences arising from your use of such services. 29\. Website; Third Party Content The Issuer strives to provide accurate and reliable information and content on the Platform, but such information may not always be correct, complete, or up to date. The Issuer will update the information on the Issuer website as necessary to provide you with the most up to date information, but you should always independently verify such information. The Platform may also contain links to third party websites, applications, events or other materials (“Third Party Content”). Such information is provided for your convenience and links or references to Third Party Content do not constitute an endorsement by the Issuer of any products or services, nor the provision of such services or content to you. The Issuer shall have no liability for any losses incurred as a result of actions taken in reliance on the information contained on the Platform or in any Third Party Content. 30\. Proprietary Rights 30.1 The website(s) that the Company and/or Issuer utilizes for its business, including the website content and its Platform and Functions, are protected by copyright, trademarks and other forms of proprietary rights. All rights, title and interest in the Website content and its Functions are owned by, licensed to or controlled by the Company. Unless otherwise stated in the copyright attribution of any Website content, the Company has the sole copyright to all works on the Website. 30.2 "PRISM", "xPRISM", "USDO", “USDO Product”, “Open US Dollar”, and all logos related to the Functions are either trademarks, or registered or unregistered marks of the Company or its licensors. Whether or not you have a Platform Account, you may not copy, imitate, or use them without the Company's prior written consent. All right, title, and interest in and to the Company's website, any content thereon, the Functions, and all technology and any content created or derived from any of the foregoing is the exclusive property of the Company and its licensors. The Company reserves the right to register such trademarks in the future, and any unauthorized use of such trademarks, whether registered or unregistered, you will not infringe the rights of the Company or its licensors. 30.3 Any other use of the Functions or the Platform is expressly prohibited. The Company (and its licensors) reserve all rights. You agree that this Agreement does not grant you any rights in (or licenses) to the Functions. Except as expressly authorized by the Company, you agree not to modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Functions or the Platform, in whole or in part. No part of any works on the Website may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, whether electronic, mechanical, photocopying, recording, or otherwise, without written permission from the Company. You may, however, download or print a single copy for your own noncommercial off-line viewing. If you violate any portion of this Agreement (and/or its Schedules), your permission to access and use the Functions and your Platform Account may be terminated pursuant to this Agreement. 30.4 Certain product and company names mentioned on this Website or material displayed on this Website may be intellectual property belonging to third parties. The Company does not warrant or represent that if you use such material, you will not infringe the legal rights of these third parties. 31\. Legal Compliance 31.1 Your use of the Platform and Functions are subject to the laws, regulations, and rules of Bermuda, including, without limitation, all applicable tax, AML and CTF provisions. 31.2 The Company's compliance efforts encompass guidelines and sanctions from various authorities, such as the Bermuda Monetary Authority, the US Treasury Department, the Office of Foreign Assets Control (OFAC), Her Majesty's Treasury (HM) List, CFSP (EU) Sanctions, the Financial Crimes Enforcement Network (FinCEN), the United Nations Security Council, the Financial Intelligence Agency (FIA), international regulators, and other applicable AML, anti-corruption, and economic sanctions laws. We have designed our policies and procedures to ensure adherence to these legal frameworks, maintaining the highest levels of transparency, security, and integrity. Users are also required to abide by these legal requirements and collaborate with the Company and/or the Issuer in upholding a compliant and secure platform. 31.3 You unequivocally agree and understand that by registering a Platform Account and using the Functions in any capacity, you will act in compliance with and be legally bound by this Agreement and all applicable laws and regulations (including, without limitation, those stated in this Section, where applicable). For the avoidance of doubt, continued use of your Platform Account and the Company/the Issuer’s obligations to you under this Agreement are conditional on your continued compliance at all times with this Agreement and all applicable laws and regulations. The Company's AML and CTF procedures are guided by all applicable Bermuda laws and regulations regarding AML and CTF. These standards are designed to prevent the use of the Functions for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing or any other financial crimes. 31.4 You agree, represent, and warrant that all fiat currency and/or Digital Tokens utilized by you for purposes of minting PRISM or accessing the Functions through your Platform Account are not the direct or indirect proceeds of any criminal or fraudulent activity. 31.5 The Functions are subject to economic sanctions programs administered in the countries where we conduct business, pursuant to which we are prohibited from providing services or entering into relationships with certain individuals and institutions. By using our Platform and any Functions, you represent that your actions are not in violation of such sanctions programs. Without limiting the foregoing, you may not use the Functions if (i) you are a resident, national or agent of a jurisdiction subject to comprehensive sanctions by United States Department of Treasury’s Office of Foreign Assets Control (“OFAC”) (“Restricted Territories”), (ii) you are on the Lists of Designated Individuals and Entities (“Restricted Persons”), or (iii) you intend to transact with any Restricted Territories or Restricted Persons (as further defined in the PRISM Terms and xPRISM Terms). 32\. Cyber-attacks and fraudulent activity 32.1 There may be attempts to steal the digital assets held by the Issuer. The nature of digital assets exposes Users to an increased risk of fraud or cyber-attack. Digital assets, your Platform Account, any service provided by the Company or the Issuer, and the Platform may be targeted by malicious persons who may attempt to steal information, digital assets or fiat currency, or otherwise intervene in a digital asset transaction or any service provided by the Company or the Issuer. This includes (but is not limited to) interventions by way of distributed denial of service, sybil attacks, phishing, social engineering, hacking, smurfing, malware, double spending, majority-mining, consensus-based or other mining attacks, misinformation campaigns; forks; and spoofing. 32.2 Cyber-attacks resulting in the thefts of digital assets are common. Victims may have difficulty recovering any losses resulting from these attacks. This could result in significant loss and/or other impacts that may materially affect your interests. 32.3 The above events may affect the features, functions, operation, use, access or other properties of the PRISM, xPRISM, the Functions and the Platform or any services provided by the Company or the Issuer. While the Company and the Issuer will endeavour to adopt industry best practices to keep digital assets and User information safe, successful cyber thefts and other fraudulent activities set out above may still occur. 32.4 The Company shall, or shall otherwise procure that the Issuer, disclose to affected Users a cyber reporting event (as defined under section 2(1) of DABA) where a breach leads to unauthorized access to or misuse of a User's information. 33\. Entire Agreement 33.1 The written terms and conditions of this Agreement and its Schedules, including documents entered into pursuant to this Agreement; The Platform’s policies governing the Functions referenced herein (including, without limitation, those set forth in the PRISM and xPRISM Terms; the Acceptable Use Policy; the Privacy Policy; the Cookie Policy; and the E-Sign Consent Policy) constitute the entire agreement and understanding between the Parties relating to the subject matter of this Agreement and supersede any previous written or oral agreement between the Parties in relation to matters contained in this Agreement. No Party has entered into this Agreement in reliance upon any representation, warranty or undertaking of any other Party which is not set out or referred to in this Agreement. Nothing in this Section shall however operate to limit or exclude liability for fraud, wilful misconduct or willful concealment by any Party. 34\. Invalidity 34.1 If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification that is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties. 34.2 To the extent it is not possible to delete or modify the provision, in whole or in part, under Section 34.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Section 34.1, not be affected. 35\. Remedies and Waivers No failure on the part of any Party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a release or waiver thereof, and any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. 36\. No Third Party Rights Save as expressly provided in this Agreement, a person who is not a party to this Agreement shall not have any right to enforce or enjoy any benefit of any provision of this Agreement under the Contracts (Rights of Third Parties) Act 2016. 37\. Segregated of Accounts and Limited Recourse 37.1 For the avoidance of doubt, it is hereby declared and agreed that any provision of this Agreement relating to the segregation of assets or liabilities of Segregated Account PRISM (the "Segregated Account") shall be governed by and construed in accordance with the SAC Act, and the parties to this Agreement hereby expressly acknowledge that they may not contract otherwise in this regard. In the event there is any conflict between this Agreement and the SAC Act, the provisions of the SAC Act shall prevail. 37.2 It is agreed that each User with a Platform Account shall become a counterparty (as such term is defined under the SAC Act) of the Segregated Account upon the purchase of the PRISM product. 37.3 This Agreement confers no rights to the User other than the rights specifically set forth in this Agreement. Except as required by Bermuda law, this Agreement confers no voting rights on the Users relative to either the affairs of the Segregated Account, the affairs of any or all other segregated accounts of the Company or of the general account of the Company (as defined under the SAC Act) (the "General Account"). 37.4 The Company shall ensure that all assets linked to the Segregated Account are segregated, separate and separately identifiable from the assets linked to any other segregated account of the Company and the General Account and that assets and liabilities linked to any segregated account shall not be transferred between segregated accounts. 37.5 The assets of the Segregated Account shall be kept segregated within the meaning of the SAC Act and separate and distinct from all other funds and assets of the Company and are not chargeable with any liability arising from any other business of the Company. Except for claims relating directly to the Segregated Account, the Company, its other shareholders, its other counterparties and its other creditors shall have no recourse or right (whether with respect to its General Account or any of its other segregated accounts) to the assets and properties of the Segregated Account, and the assets and properties of the Segregated Account shall not be used with respect to the obligations of the General Account or the obligations of any of the Company's other segregated accounts or any other persons, whether during the insolvency, bankruptcy or financial impairment of the Company, its other segregated accounts, its other shareholders, or Affiliates, or otherwise. The Company shall ensure that the assets of the Segregated Account will at all times be maintained separately from, and will not be commingled with, the assets of the Company (whether under its General Account or under any of its other segregated accounts) or the assets of any other person or entity. 37.6 Each User acknowledges and agrees there shall only be recourse to the assets of the Segregated Account and that (except where all relevant parties may expressly agree otherwise, and in accordance with the provisions of section 17A of the SAC Act) in the event of the exhaustion of the assets linked to the Segregated Account, there shall be no recourse by any party to the assets which are linked to any other segregated account established by the Company or to the General Account and that there is no obligation whatsoever for the Company to use any of its property or assets to satisfy any claim in the event of the exhaustion of the assets of the Segregated Account. 37.7 Notwithstanding the foregoing, the parties agree that as per Section 2.3, each User acknowledges and accepts that (i) a PRISM represents a contractual right (subject to the terms of this User Agreement), against the Issuer, to receive the corresponding value in USDO or other supported digital assets on redemption of said PRISM, subject always to Section 1.2 of Schedule 1 and (ii) a xPRISM represents a contractual right (subject to the terms of this User Agreement), against the Issuer, to receive (a) the corresponding number of PRISM on burning of said xPRISM at the applicable Exchange Rate, and expressly acknowledges and agrees it has no proprietary right or ownership interest (direct or indirect) in the PRISM Reserve Assets and Yield held in the Segregated Account which are solely held by the Issuer to facilitate the redemption of PRISM for USDO or other supported digital assets and the maintenance of the Exchange Rate redemption of PRISM respectively. At no time does the Company have a beneficial interest in the Reserve Assets. 38\. User Support Please visit contact our Support Team at to report any (i) violations of this Agreement (and its Schedules), (ii) update any contact or other User details; (iii) or to ask any questions regarding the Platform, the Prism, the xPRISM, the User Agreement or the Functions, as applicable. \

Schedule 1

PRISM Terms

These PRISM Terms (“PRISM Terms”) augment the User Agreement in respect of, and governs your use of, the Platform Account (as defined in the User Agreement) for any transactions involving PRISM (as defined in Paragraph 2 below) on the Platform. By using or holding PRISM, you understand and expressly agree to these PRISM Terms and you acknowledge that you have reviewed and understand this document and the disclosures set out therein. By holding PRISM, or using any of the PRISM Functions, you agree that you have read, understood and accepted all of the terms and conditions contained in these PRISM Terms, as well as our Privacy Policy, Cookie Policy, Acceptable Use Policy and E-Sign Consent, and you acknowledge and agree that you will be bound by these agreements and policies. (1) About the PRISM 1.1 The PRISM token to be issued by OpenEden Digital Limited (the "Company"), acting on behalf of Segregated Account PRISM (the “Issuer”) are intended to act as a synthetic dollar protocol. The PRISM is backed by underlying Digital Assets that are deployed into different strategies as set out below (collectively, the “PRISM Reserve Assets”). 1.2 The PRISM is an ERC20 token that will seek to maintain a NAV not exceeding USD1.00 per PRISM, however, the Issuer does not guarantee that the value of a PRISM will always or ever equal USD1.00 on the Platform or any third party platform. PRISM Reserve Assets are managed by a third party licensed investment manager (“Manager”) who will deploy PRISM Reserve Assets into various strategies as may be set out on our Website and updated from time to time. The foregoing, together with identified (and currently unknown risk) risk factors (as may be set out the Risks section of this User Agreement) may result in PRISM Reserve Assets being unable to maintain a notional USD1.00 value of each PRISM in circulation. 1.3 The PRISM Reserve Assets of the Company will be managed in accordance with a delta-neutral multi-strategy approach operated by the Manager (“Strategies”) and will comprise of assets as set out on the Website’s [Transparency Page](http://www.openden.com/prism/transparency) 1.4 The Company will engage the Manager to manage the PRISM Reserve Assets on behalf of the Company. Accordingly, the composition of the PRISM Reserves Assets will fluctuate and may or may not include one or more of the category of assets listed above. 1.5 Interest accrued through the PRISM Reserve Assets will be assets of the Issuer and not available to PRISM holders. 1.6 To purchase the PRISM, the User, must clear the Issuer’s onboarding, AML/KYC process, whitelist its Wallet and subsequently deposit a minimum of USD1.00 (in its equivalent USDC form, any equivalent in supported stablecoins, or supported fiat currency) from their connected Wallet or bank account (where available) to the Issuer’s designated custodial account held with its licensed custodial service provider. Upon deposit, the User will receive PRISM in return with a value equivalent to the deposited USDO (or any supported stablecoins or fiat currency). The number of PRISM received is based on the prevailing PRISM to USD exchange rate at the time of deposit. This PRISM to USD exchange rate will be used to calculate the corresponding value of USDO to determine the amount of USD to be deposited to enable the issuance of the PRISM. 1.7 The PRISM is redeemable in accordance with the User Agreement and the redemption amount is calculated in accordance with the redemption provisions in the User Agreement. The purchased PRISM will be held in the User’s own whitelisted Wallet, as pre-approved and screened by the Issuer. At present, notwithstanding the PRISM as issued pursuant to this Agreement can only be minted and redeemed via the Platform by whitelisted and onboarded Users of the Issuer, the PRISM is freely transferable. 1.8 For the avoidance of doubt, PRISM is not a stablecoin equivalent to other commonly used stablecoins such as USDC and USDT. PRISM is also not designed to intrinsically create returns for holders, increase in value, or otherwise accrue financial benefit to a holder of PRISM. 1.9 While intended to be used by or on third party platforms, the Issuer does not and cannot control how third parties quote or value PRISM, and the Issuer, accordingly is not responsible for any losses or other issues that may result from fluctuations in the value of PRISM on such third party platforms. 1.10 Please refer to our Risk section for more information. (2) Scope of PRISM 2.1 As you have agreed to and are subject to the terms as described in the foregoing paragraphs, the Issuer makes available the following PRISM-related functions: (i) minting PRISM for USDO (or any supported stablecoins or fiat currency) from the Issuer, (ii) redeeming PRISM for USDO (or any supported stablecoins or fiat currency) from the Issuer (collectively, the “PRISM Functions”). Your use of the PRISM Functions is subject to these PRISM Terms. Any of the PRISM Functions can be discontinued at any time in accordance with Paragraph 9 of these PRISM Terms. 2.2 As set out in the above Paragraph 1.6 of these PRISM Terms, to mint PRISM using USDO (or any supported stablecoins or fiat currency), the User must transfer a minimum of USD1.00 in the form of USDO (or any supported stablecoins or fiat currency) from their connected Platform connected Wallet or fiat account to the Issuer’s designated custodial account held with its licensed custodial service provider. In return, the User will receive newly minted PRISM equivalent to the USD value of the USDO (or any supported stablecoins or fiat currency) transferred at the time of minting, net of any applicable fees as disclosed to the User. The number of PRISM that Users will receive is determined by the prevailing PRISM to USD exchange rate at the time of deposit. This PRISM to USD will be used to calculate the corresponding value of USDO to determine the amount of USD to be deposited to enable the issuance of the PRISM. 2.3 The PRISM can be redeemed in accordance with the formula set out below, for USDO (or the equivalent any supported stablecoins or fiat currency) at any time by Users only. Users who hold PRISM have the option to exchange them back for USDO (or any supported stablecoins or fiat currency) by using the Platform. The process of redeeming PRISM is initiated by the User through a redemption request on the Platform. Such redemption requests will be placed on queue and the redemption will be processed upon sufficient liquidity of USDO (or any supported stablecoins or fiat currency) becoming available (i.e. the Issuer’s liquidation of underlying PRISM Reserve Assets). Once the redemption is complete, the PRISM will be "burnt" i.e. permanently removed from circulation. \[![](file:////Users/frederick/Library/Containers/com.kingsoft.wpsoffice.mac.global/Data/tmp/wps-frederick/ksohtml//wps1.jpg)] (“CR”) If CR = 1.0 or higher, PRISM redemption will be at PRISM = 1 USDO If CR < 1.0, PRISM redemption will be at 1 PRISM = 1 USDO x CR *Eg. If CR is at 0.45* *1 PRISM = (1 USDO x 0.45) = 0.45 USDO* 2.4 Currently, the PRISM can only be minted and redeemed through the Platform by onboarded Users. The PRISM can be transferred on the secondary market, however will only be redeemable through the Platform. You further represent and warrant that prior to any Outbound Transfers, you have an obligation to inform and have indeed informed any transferee of the terms set out herein (including the Schedules). (3) Applicable Laws and Regulations 3.1 Your holding and use of PRISM, and any use of the PRISM Functions, is subject to the User Agreement (which include by reference, these PRISM Terms, and applicable laws, regulations, and rules instituted by the Bermuda Monetary Authority including, without limitation, all applicable anti-money laundering (“AML”) and counter-terrorist financing (“CTF”) provisions and sanctions). You agree to act in compliance with and be legally bound by these PRISM Terms and all applicable laws and regulations. The obligations owed to you by the Issuer under these PRISM Terms are conditional on your continued compliance at all times with these PRISM Terms and all applicable laws and regulations. 3.2 Applicable laws require us to take measures to prevent Restricted Persons from holding PRISM and using PRISM Functions. A “Restricted Person” means any person that is the subject or target of any sanctions, including a person that is: (a) named in any sanctions-related list maintained by the United Nations (“UN”) or Office of Foreign Assets Control (“OFAC”) including Lists of Designated Individuals and Entities and OFAC Sanctioned Countries; or any similar list maintained by any other relevant governmental authority; (b) located, organized or resident in a country, territory or geographical region which is itself the subject or target of any territory-wide sanctions or other Restricted Territory (currently, the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria); (c) the following restricted jurisdictions: Abkhazia, Afghanistan, Angola, Belarus, Burundi, Central African Republic, Congo, Cuba, Ethiopia, Guinea-Bissau, Iran, Iraq, Ivory Coast (Cote D’Ivoire), Lebanon, Liberia, Libya, Mali, Burma (Myanmar), Nagorno-Karabakh, Nicaragua, North Korea, Northern Cyprus, Russia, Sahrawi Arab Democratic Republic, Somalia, Somaliland, South Ossetia, South Sudan, Sudan, Syria, Ukraine, United States, Canada and Venezuela, Yemen, Zimbabwe; (d) owned or controlled by any such person or persons listed above; and (e) U.S. or Canadian Persons.

For the purposes of these PRISM Terms, a "U.S. Person" means any of the following:

1. A U.S. Citizen or U.S. Resident, which includes:

(i) U.S. citizens;

(ii) U.S. lawful permanent residents;

(iii) Individuals who meet the “substantial presence” test described in section

7701(b)(3) of the U.S. Internal Revenue Code of 1986 (as amended);

(iv) Protected individuals under section 1324b(a)(3) of the U.S. Immigration and Nationality Act; or

(v) Individuals who hold a passport issued by the United States Government;

2. A corporation, partnership, or other entity established or organized in or under the laws of the United States;

3. Any estate of a decedent who was a citizen or a resident of the United States;

4. Any trust if:

(i) A court within the United States is able to exercise primary supervision over the

administration of the trust, and

(ii) One or more United States Persons have the authority to control all substantial

decisions of the trust;

5. Any Person organized or incorporated outside the United States and its territories or insular possessions in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly:

(i) Holds a 50 percent or greater equity interest by votes or value;

(ii) Holds a majority of seats or memberships on the board of directors of the entity; or

(iii) Authorizes, establishes, directs, or otherwise controls the actions, policies, of the entity.]

(4) Eligibility; Limitations 4.1 Platform Accounts, PRISM Functions and support for PRISM are currently only available to individuals and institutions (as applicable) located in supported jurisdictions and excludes the United States of America, Canada and Restricted Territories. 4.2 By holding or using PRISM, or accessing or using the PRISM Functions, you further represent and warrant that: (a) you are at least 18 years old, are not a Restricted Person, and are not holding PRISM on behalf of a Restricted Person; and (b) you will not be using PRISM or the PRISM Functions (as applicable) for any illegal activity, including, but not limited to, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, other violent activities or any prohibited market practices, including, but not limited to, those listed below at Schedule 3 (Acceptable Use Policy) in this Agreement. 4.3 You also understand that there are additional representations and warranties made by you elsewhere in (or by reference in) these PRISM Terms and that any misrepresentation by you is a violation of these PRISM Terms. 4.4 If PRISM suspects or determines that you or any of your authorized users or customers, as applicable, have violated this these PRISM Terms, including, but not limited to, attempting to transact or transacting with Blocked Addresses (as defined above in Section 17 of the User Agreement) or attempting to engage or engaging in Restricted Activities or Prohibited Activities or Transactions, and you have a Platform Account, then the Issuer may be forced to terminate your Platform Account and you may forfeit any PRISM otherwise eligible for redemption and/or any USDO, Digital Assets of fiat currency otherwise available on redemption of PRISM. 4.5 Notwithstanding the foregoing, the Issuer may determine not to make PRISM or the PRISM Functions, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on your location. We may also, without liability to you or any third party, refuse to let you register for a Platform Account. 4.6 Use of certain PRISM Functions in a Platform Account may have further eligibility requirements that will need to be verified prior to you using such PRISM Functions, or from time to time in order to continue your use of the PRISM Functions, and may be subject to additional terms and conditions. (5) AML and CTF Compliance Our AML and CTF procedures are guided by all applicable laws and regulations regarding AML and CTF, in particular, the laws of Bermuda. These standards are designed to prevent the use of the PRISM Functions for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing or any other financial crimes. (6) PRISM Supported Blockchains and Smart Contract Modifications 6.1 PRISM operates on PRISM Supported Blockchains which currently consists of the Ethereum blockchains, as may be supplemented as the Issuer may deem necessary. The Issuer does not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise with any PRISM Supported Blockchain. Any such attacks or delays on any PRISM Supported Blockchain might materially delay or prevent you from sending or receiving PRISM, and the Issuer shall bear no responsibility for any losses that result from such issues. 6.2 Note that in certain circumstances, including, but not limited to, a copy or fork of an PRISM Supported Blockchain or the identification of a security issue with an PRISM Supported Blockchain, the Issuer may be forced to suspend all activities relating to PRISM (including redeeming PRISM for USDO, Digital Assets or fiat currency, or sending and receiving PRISM) for an extended period of time (“Downtime”) until such Downtime is over and PRISM Functions can be restored. This Downtime will likely occur immediately upon a copy or fork of any PRISM Supported Blockchain, potentially with little to no warning, and during this period of Downtime you will not be able to conduct various activities involving PRISM. 6.3 The Issuer reserves the right to migrate PRISM to another blockchain or protocol in the future in its reasonable discretion. Upon the Issuer’s request, you agree to take any and all actions reasonably necessary to effectuate the migration of your PRISM to another blockchain or protocol identified by the Issuer. If you fail to effectuate such migration, the PRISM may not be compatible with your Platform Account going forward. The Issuer will not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable by the parties, which you may suffer, sustain or incur, arising out of or relating to your failure to effectuate such migration of your PRISM to another blockchain or protocol identified by the Issuer. (7) Transactions with Third Parties 7.1 Under no circumstances shall it be construed that, in case of your access to and use of systems, services, content, materials, products or programmes of any third party, the Issuer is a party to any transaction, if any, between you and such third party. 7.2 You understand and agree that the Issuer does not control any products, systems, content, materials, programmes or services sold or offered by third parties that support the use of the PRISM tokens, whether as a means of payment or as a mechanism that incorporates any PRISM Functions. You acknowledge and agree that you will be solely responsible for any access or use of third party systems, services, content, materials, products or programmes, if contained in or provided on or via the Platform. If you access or use such third party systems, services, content, materials, products or programmes, you must comply with the relevant terms and conditions for the access or the use thereof, including where relevant, any eligibility requirements to access such third party systems, services, content, materials, products or programmes. 7.3 The Issuer shall not be liable in any way for your access to and use of systems, services, content, materials, products or programmes of any third party, or for any PRISM purchases/sales made in relation thereto, each of which shall be your responsibility or that of the relevant third party. 7.4 The Issuer is not liable for any losses or issues that may arise from such third-party transactions, including, but not limited to, failure to comply with applicable laws and regulations (including any consequences for illegal transactions that might be triggered under these PRISM Terms), the quality and delivery of such products and services purchased/accessed with PRISM, or your satisfaction with any products or services, the purchase of which is facilitated by the PRISM or the PRISM Functions. If you are not satisfied with any goods or services purchased from a third party using the PRISM, you must handle those issues directly with the third-party seller. (8) Currency Conversion The Issuer is not responsible for any processing delays that may result in connection with completing any currency conversion in relation to the purchase or sale of PRISM. (9) Right to Change/Remove Features or Suspend/Delay Transactions We reserve the right to (i) change, suspend, or discontinue any aspect of the PRISM Functions at any time, including hours of operation or availability of any feature, without notice and without liability and (ii) decline to process any issuance or redemption without prior notice and may limit or suspend your use of one or more Functions at any time, in our sole discretion. Our rights under this paragraph are subject to our obligations under applicable law and licenses, including but not limited to our reasonable suspicion of inappropriate or illegal conduct. Suspension of your use of any of the PRISM Functions will not affect your rights and obligations pursuant to these PRISM Terms. We may, in our sole discretion, delay issuances or redemptions if we reasonably believe the transaction is suspicious, may involve fraud or misconduct, violates applicable laws, or violates the terms of these PRISM Terms. (10) Inactive Accounts 10.1 The Issuer reserves the right to deactivate any Platform Account in the event that any of the following conditions are satisfied: (i) Where an account has been whitelisted/created but no PRISM has been purchased or redeemed for six (6) months; (ii) Where an account has been inactive for at least six (6) months; or (iii) Where the Issuer and/or the Company decides to liquidate. 10.2 Prior to the deactivation of any Platform Account, the Issuer’s team will reach out to you with respect to the status of your Platform Account. If no response is received from you within fourteen (14) days of such communication, the Issuer may immediately deactivate your account. Deactivation shall mean the de-whitelisting of your personal digital asset wallet address, resulting in the loss of your ability to access the Platform Functions and purchase/redeem any PRISM you hold. 10.3 Please reach out to the team [at ](mailto:at_USDOSupport@openeden.com) to discuss reactivation of your account or any questions in relation to an account deactivation. (11) Assignment 11.1 You may not transfer or assign any of your rights or obligations under these PRISM Terms hereunder, by operation of law or otherwise and any such attempted assignment shall be void, save where such transfer or assignment has been conducted in accordance with these PRISM Terms. 11.2 We reserve the right to freely assign the Issuer’s rights and obligations under these PRISM Terms to any third party at any time without notice or consent. If you object to such transfer or assignment, you may redeem your PRISM through your Account; you may also stop using our PRISM Functions, and terminate your Account by contacting Support [at](mailto:at_USDOSupport@openeden.com) and asking us to close your Platform Account. (12) Support For any queries, assistance or feedback in relation to the PRISM the Platform or your Platform Account, please contact support [at ](mailto:at_USDOSupport@openeden.com). \

Schedule 2

xPRISM Terms

These xPRISM Terms (“xPRISM Terms”) augment the User Agreement in respect of, and governs your use of, the Platform Account (as defined in the User Agreement) for any transactions involving xPRISM (as defined in Paragraph 2 below) on the Platform. By using or holding xPRISM, you understand and expressly agree to these xPRISM Terms and you acknowledge that you have reviewed and understand this document and the disclosures set out therein. By holding xPRISM, or using any of the xPRISM Functions, you agree that you have and/or will be deemed to have read, understood and accepted all of the terms and conditions contained in these xPRISM Terms, as well as our Privacy Policy, Cookie Policy, Acceptable Use Policy and E-Sign Consent, and you acknowledge and agree that you will be bound by these agreements and policies. (1) About the xPRISM 1.1 The xPRISM is an ERC20 token that will be issued by the Staking Contract when a PRISM holder stakes their PRISM. xPRISM is intended to be the reward-accruing version of PRISM, accruing such rewards through the deployment of Yield generated by the PRISM Reserve Assets. 1.2 The value of the xPRISM to be received for the staking of PRISM shall be calculated as follows (“Exchange Rate”): \[![](file:////Users/frederick/Library/Containers/com.kingsoft.wpsoffice.mac.global/Data/tmp/wps-frederick/ksohtml//wps2.jpg)] 1.3 Interest accrued through the Manager’s management of the PRISM Reserve Assets in accordance with the Strategies (net of fees where applicable) (the "Yield") will be utilized to purchase PRISM that will be transferred to the Staking Contract, raising the Exchange Rate of xPRISM. 1.4 To obtain xPRISM, a User must deposit a minimum of 1 PRISM from their connected Wallet to the Staking Contract. Upon deposit, the User will receive xPRISM based on the PRISM Exchange Rate at the time of the xPRISM is staked. 1.5 The staking/unstaking of xPRISM shall be on the terms of and in accordance with this User Agreement and the Exchange Rate between PRISM/xPRISM will be calculated in accordance with this User Agreement. At present, while xPRISM can only be minted through the depositing of PRISM which is only obtainable on a primary basis through a Platform Account held by onboarded Users, the xPRISM is freely transferable. (2) Scope of xPRISM 2.1 As you have agreed to and are subject to the terms as described in the foregoing paragraphs, the Issuer makes available the following xPRISM-related functions: (i) xPRISM/PRISM Staking Contract, which enables the: (a) staking of PRISM in exchange for xPRISM (calculated at the Exchange Rate); and (b) unstaking of PRISM by sending xPRISM to the Staking Contract (calculated at the Exchange Rate) (collectively, the “xPRISM Functions”). Your use of the xPRISM Functions is subject to these xPRISM Terms. Any of the xPRISM Functions can be discontinued at any time in accordance with Paragraph 9 of these xPRISM Terms. 2.2 As set out in the above Paragraph 1.4 of these xPRISM Terms, To obtain xPRISM, a User must deposit a minimum of 1 PRISM from their connected Wallet to the Staking Contract. Upon deposit, the User will receive xPRISM based on the PRISM Exchange Rate at the time of the xPRISM is staked. 2.3 Currently, the xPRISM can be transferred on the secondary market. You further represent and warrant that prior to any Outbound Transfers, you have an obligation to inform and have indeed informed any transferee of the terms set out herein (including the Schedules). (3) Applicable Laws and Regulations 3.1 Your holding and use of xPRISM, and any use of the xPRISM Functions, is subject to the User Agreement (which include by reference, these xPRISM Terms, and applicable laws, regulations, and rules instituted by the Bermuda Monetary Authority including, without limitation, all applicable anti-money laundering (“AML”) and counter-terrorist financing (“CTF”) provisions and sanctions). You agree to act in compliance with and be legally bound by these xPRISM Terms and all applicable laws and regulations. The obligations owed to you by the Issuer under these xPRISM Terms are conditional on your continued compliance at all times with these xPRISM Terms and all applicable laws and regulations. 3.2 Applicable laws require us to take measures to prevent Restricted Persons from holding xPRISM and using xPRISM Functions. A “Restricted Person” means any person that is the subject or target of any sanctions, including a person that is: (i) named in any sanctions-related list maintained by the United Nations (“UN”) or Office of Foreign Assets Control (“OFAC”) including Lists of Designated Individuals and Entities and OFAC Sanctioned Countries; or any similar list maintained by any other relevant governmental authority; (ii) located, organized or resident in a country, territory or geographical region which is itself the subject or target of any territory-wide sanctions or other Restricted Territory (currently, the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria); (iii) the following restricted jurisdictions: Abkhazia, Afghanistan, Angola, Belarus, Burundi, Central African Republic, Congo, Cuba, Ethiopia, Guinea-Bissau, Iran, Iraq, Ivory Coast (Cote D’Ivoire), Lebanon, Liberia, Libya, Mali, Burma (Myanmar), Nagorno-Karabakh, Nicaragua, North Korea, Northern Cyprus, Russia, Sahrawi Arab Democratic Republic, Somalia, Somaliland, South Ossetia, South Sudan, Sudan, Syria, Ukraine, United States, Canada and Venezuela, Yemen, Zimbabwe; (iv) owned or controlled by any such person or persons listed above; and (v) U.S. or Canadian Persons.

For the purposes of these PRISM Terms, a "U.S. Person" means any of the following:

1. A U.S. Citizen or U.S. Resident, which includes:

(i) U.S. citizens;

(ii) U.S. lawful permanent residents;

(iii) Individuals who meet the “substantial presence” test described in section

7701(b)(3) of the U.S. Internal Revenue Code of 1986 (as amended);

(iv) Protected individuals under section 1324b(a)(3) of the U.S. Immigration and Nationality Act; or

(v) Individuals who hold a passport issued by the United States Government;

2. A corporation, partnership, or other entity established or organized in or under the laws of the United States;

3. Any estate of a decedent who was a citizen or a resident of the United States;

4. Any trust if:

(i) A court within the United States is able to exercise primary supervision over the

administration of the trust, and

(ii) One or more United States Persons have the authority to control all substantial

decisions of the trust;

5. Any Person organized or incorporated outside the United States and its territories or insular possessions in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly:

(i) Holds a 50 percent or greater equity interest by votes or value;

(ii) Holds a majority of seats or memberships on the board of directors of the entity; or

(iii) Authorizes, establishes, directs, or otherwise controls the actions, policies, of the entity.]

(4) Eligibility; Limitations 4.1 Platform Accounts, xPRISM Functions and support for xPRISM are currently only available to individuals and institutions (as applicable) located in supported jurisdictions and excludes the United States of America, Canada and Restricted Territories. 4.2 By holding or using xPRISM, or accessing or using the xPRISM Functions, you further represent and warrant that: (i) you are at least 18 years old, are not a Restricted Person, and are not holding xPRISM on behalf of a Restricted Person; and (ii) you will not be using xPRISM or the xPRISM Functions (as applicable) for any illegal activity, including, but not limited to, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, other violent activities or any prohibited market practices, including, but not limited to, those listed below at Schedule 3 (Acceptable Use Policy) in this Agreement. 4.3 You also understand that there are additional representations and warranties made by you elsewhere in (or by reference in) these xPRISM Terms and that any misrepresentation by you is a violation of these xPRISM Terms. 4.4 If xPRISM suspects or determines that you or any of your authorized users or customers, as applicable, have violated this these xPRISM Terms, including, but not limited to, attempting to transact or transacting with Blocked Addresses (as defined above in Section 17 of the User Agreement) or attempting to engage or engaging in Restricted Activities or Prohibited Activities or Transactions, and you have a Platform Account, then the Issuer may be forced to terminate your Platform Account and you may forfeit any xPRISM otherwise eligible for redemption and any PRISM otherwise available upon redemption of xPRISM. 4.5 Notwithstanding the foregoing, the Issuer may determine not to make xPRISM or the xPRISM Functions, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on your location. We may also, without liability to you or any third party, refuse to let you register for a Platform Account. 4.6 Use of certain xPRISM Functions in a Platform Account may have further eligibility requirements that will need to be verified prior to you using such xPRISM Functions, or from time to time in order to continue your use of the xPRISM Functions, and may be subject to additional terms and conditions. (5) AML and CTF Compliance Our AML and CTF procedures are guided by all applicable laws and regulations regarding AML and CTF, in particular, the laws of Bermuda. These standards are designed to prevent the use of the xPRISM Functions for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing or any other financial crimes. (6) xPRISM Supported Blockchains and Smart Contract Modifications 6.1 xPRISM operates on xPRISM Supported Blockchains which currently consists of the Ethereum and Base blockchains, as may be supplemented as the Issuer may deem necessary. The Issuer does not have any ability or obligation to prevent or mitigate attacks or resolve any other issues that might arise with any xPRISM Supported Blockchain. Any such attacks or delays on any xPRISM Supported Blockchain might materially delay or prevent you from sending or receiving xPRISM, and the Issuer shall bear no responsibility for any losses that result from such issues. 6.2 Note that in certain circumstances, including, but not limited to, a copy or fork of an xPRISM Supported Blockchain or the identification of a security issue with an xPRISM Supported Blockchain, the Issuer may be forced to suspend all activities relating to xPRISM (including redeeming xPRISM for PRISM or sending and receiving xPRISM) for an extended period of time (“Downtime”) until such Downtime is over and xPRISM Functions can be restored. This Downtime will likely occur immediately upon a copy or fork of any xPRISM Supported Blockchain, potentially with little to no warning, and during this period of Downtime you will not be able to conduct various activities involving xPRISM. 6.3 The Issuer reserves the right to migrate xPRISM to another blockchain or protocol in the future in its reasonable discretion. Upon the Issuer’s request, you agree to take any and all actions reasonably necessary to effectuate the migration of your xPRISM to another blockchain or protocol identified by the Issuer. If you fail to effectuate such migration, the xPRISM may not be compatible with your Platform Account going forward. The Issuer will not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable by the parties, which you may suffer, sustain or incur, arising out of or relating to your failure to effectuate such migration of your xPRISM to another blockchain or protocol identified by the Issuer. (7) Transactions with Third Parties 7.1 Under no circumstances shall it be construed that, in case of your access to and use of systems, services, content, materials, products or programmes of any third party, the Issuer is a party to any transaction, if any, between you and such third party. 7.2 You understand and agree that the Issuer does not control any products, systems, content, materials, programmes or services sold or offered by third parties that support the use of the xPRISM tokens, whether as a means of payment or as a mechanism that incorporates any xPRISM Functions. You acknowledge and agree that you will be solely responsible for any access or use of third party systems, services, content, materials, products or programmes, if contained in or provided on or via the Platform. If you access or use such third party systems, services, content, materials, products or programmes, you must comply with the relevant terms and conditions for the access or the use thereof, including where relevant, any eligibility requirements to access such third party systems, services, content, materials, products or programmes. 7.3 The Issuer shall not be liable in any way for your access to and use of systems, services, content, materials, products or programmes of any third party, or for any xPRISM purchases/sales made in relation thereto, each of which shall be your responsibility or that of the relevant third party. 7.4 The Issuer is not liable for any losses or issues that may arise from such third-party transactions, including, but not limited to, failure to comply with applicable laws and regulations (including any consequences for illegal transactions that might be triggered under these xPRISM Terms), the quality and delivery of such products and services purchased/accessed with xPRISM, or your satisfaction with any products or services, the purchase of which is facilitated by the xPRISM or the PRISM Functions. If you are not satisfied with any goods or services purchased from a third party using the PRISM, you must handle those issues directly with the third-party seller. (8) Currency Conversion The Issuer is not responsible for any processing delays that may result in connection with completing any currency conversion in relation to the purchase or sale of xPRISM. (9) Right to Change/Remove Features or Suspend/Delay Transactions We reserve the right to (i) change, suspend, or discontinue any aspect of the xPRISM Functions at any time, including hours of operation or availability of any feature, without notice and without liability and (ii) decline to process any issuance or redemption without prior notice and may limit or suspend your use of one or more Functions at any time, in our sole discretion. Our rights under this paragraph are subject to our obligations under applicable law and licenses, including but not limited to our reasonable suspicion of inappropriate or illegal conduct. Suspension of your use of any of the xPRISM Functions will not affect your rights and obligations pursuant to these xPRISM Terms. We may, in our sole discretion, delay issuances or redemptions if we reasonably believe the transaction is suspicious, may involve fraud or misconduct, violates applicable laws, or violates the terms of these PRISM Terms. (10) Inactive Accounts 10.1 The Issuer reserves the right to deactivate any Platform Account in the event that any of the following conditions are satisfied: (i) Where an account has been whitelisted/created but no xPRISM has been purchased or redeemed for six (6) months; (ii) Where an account has been inactive for at least six (6) months; or (iii) Where the Issuer and/or the Company decides to liquidate. 10.2 Prior to the deactivation of any Platform Account, the Issuer’s team will reach out to you with respect to the status of your Platform Account. If no response is received from you within fourteen (14) days of such communication, the Issuer may immediately deactivate your account. Deactivation shall mean the de-whitelisting of your personal digital asset wallet address, resulting in the loss of your ability to access the Platform Functions and purchase/redeem any xPRISM you hold. 10.3 Please reach out to the team [support@openeden.com](mailto:at_USDOSupport@openeden.com) to discuss reactivation of your account or any questions in relation to an account deactivation. (11) Assignment 11.1 You may not transfer or assign any of your rights or obligations under these xPRISM Terms hereunder, by operation of law or otherwise and any such attempted assignment shall be void, save where such transfer or assignment has been conducted in accordance with these xPRISM Terms.
11.2 We reserve the right to freely assign the Issuer’s rights and obligations under these xPRISM Terms to any third party at any time without notice or consent. If you object to such transfer or assignment, you may redeem your xPRISM through your Account; you may also stop using our PRISM Functions, and terminate your Account by contacting Support [at ](mailto:at_USDOSupport@openeden.com)om and asking us to close your Platform Account. (12) Support For any queries, assistance or feedback in relation to the xPRISM the Platform or your Platform Account, please contact support [at ](mailto:at_USDOSupport@openeden.com)

Schedule 3

Acceptable Use Policy

By applying for, accessing or using the Functions provided by the Issuer, inclusive of the Platform Account, you agree to be bound by this Acceptable Use Policy (“AUP”) and any additional terms, conditions, rules or policies that are provided to you in connection with the Functions via the User Agreement. This AUP is subject to change at any time without notice, and the changes will be effective when posted. Your continued use of the Functions indicates your acceptance and agreement to the AUP changes. 1\. Prohibited Activities and Business Types 1.1 If you fall into one of the following categories and/or accept payment for the following prohibited activities (“Prohibited Activities”), you are ineligible (or may become ineligible) to use our Functions. For clarity, the following lists are not exhaustive and we may, at our sole discretion, modify them without notice: | Prohibited Business Type | Description | | -------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | | Adult services |

Adult digital content, lingerie or passion parties, adult DVD

rentals/sales, adult novelties, massage parlors (without
licensed massage therapists), escort services, mail order bride services, dating/match-making services.

| | Auction services | Online auction services and pawn shops. | | ATM Operators | Operators of privately owned ATMs, with the exception of digital asset ATMs and kiosks. | | Bankruptcy services |

Bankruptcy attorneys, collection attorneys, factoring

companies, or liquidation services.

| | Controlled substances and drug paraphernalia |

Narcotics, prescription drugs, steroids, or related

paraphernalia or accessories, unless licensed and
authorized by the jurisdiction in which the customer is based as well as by the jurisdiction in which the transaction takes place. Equipment or material that is for the making, using, or concealing illegal drugs.

| | Court ordered payments |

Court ordered payments, structured settlements, tax

payments, tax settlements.

| | Credit repair services |

Credit repair services, loan repayment facilitators, credit

counseling, credit protection, identity theft protection or other services that may present consumer protection risks

| | Cyberlocking services |

Sale of devices that are designed to block, jam, or otherwise interfere with cellular and personal communication services,

police radar, global positioning systems, and wireless
networking services.

| | Debt collection |

Collection agencies and any business engaged in the

collection of debt, including those associated with medical billing, or factoring companies.

| | Gambling |

Gambling activities including but not limited to sports betting, casino games, horse racing, dog racing, games that may be classified as gambling (e.g. poker), bookmakers, lotteries, bingo, internet gambling, off- track betting, card clubs, or other activities that facilitate any of the foregoing, unless

licensed and authorized by the jurisdiction in which the
customer is based as well as by the jurisdiction in which the transaction takes place.

| | Illegal activities |

Businesses or transactions that appear to relate to any form

of illegal activity, including but not limited to, money
laundering, terrorist financing, human trafficking or political corruption.

| | Intellectual property |

Goods or services that infringe or violate any copyright,

trademark, or proprietary rights under the laws of any
jurisdiction. This includes the sale of counterfeit items and unauthorized replicas or copies of items, and applies to items both actual and virtual in nature. Examples include (but are not limited to) counterfeit watches, handbags or accessories,

and unauthorized copies of software programs, video
games, music, movies, television programs, photographs and IDs. Upon the Issuer’s request, you must provide records about the authenticity of your products.

| | Precious metals and jewelry | Sales of or dealers in precious metals (coins, bullion, etc.), precious stones, and fine jewelry. | | Marijuana/CBD | Marijuana as well as CBD in any form for sale for any purpose, including medicinal or homeopathic, regardless of legal status. | | Multi-level marketing |

Pyramid and Ponzi schemes, multi-level marketing

programs, wealth creation programs, paid-to-click schemes

and other similar programs that are not traditional and
legitimate advertising businesses.

| | Pay-day lenders | Pay-day lending, short term cash loans, title loans, and cash advance services. | | Ransomware |

Ransomware services, including cyber incident response

and data-breach response.

| | Shell banks and financial institutions | Banks or other financial institutions registered in a jurisdiction in which they have no physical presence. | | Unlicensed money service businesses | Any unlicensed money service business, including money transmitter and currency exchange. | | Weapons | Manufacturing, building or assembling weapons of any kind, including but not limited to, firearms, ammunition, knives, explosives, or related accessories. | | Other businesses |

· Layaway systems and annuities.

· Miracle cures, unsubstantiated remedies, or other items marketed as quick health fixes, designer supplements, nutraceuticals, muscle mass proteins, weight gain or loss supplements.

· Sale of email or direct marketing lists enabling unsolicited contacts, such as from telemarketing merchants (inbound or outbound).

· Sale of manuals, how-to guides, or equipment to disable, “hack”, or modify access controls on software, servers, phones, or websites, including but not limited to mod-chips, drive chips, or access cards.

· Items or sites that encourage or promote hate, violence, or racial intolerance.

· Psychic services.

| 2\. Prohibited Transactions 2.1 Using the Functions for transfers related to the following is prohibited, and the Issuer reserves the right to monitor for transactions that relate to: (a) Wash trading, front-running, insider trading, market manipulation or other forms of market-based fraud or deceit; (b) Purchasing goods of any type from Darknet markets, or any other service or website that acts as a marketplace for illegal goods (even though such marketplace might also sell legal goods); (c) Money laundering; (d) Terrorist financing; or (e) Processing transactions for another business other than the one listed on the account (such (a) – (e) transactions, “Prohibited Transactions”). 3\. Restricted Activities 3.1 In connection with your use of the Functions, you hereby agree that you will not: 3.2 Violate (or assist any other party in violating) any applicable law, statute, ordinance, or regulation; (a) Intentionally try to defraud (or assist in the defrauding of) the Issuer or other Users; (b) Provide false, inaccurate, or misleading information; (c) Take any action that interferes with, intercepts, or expropriates any system, data, or information; (d) Partake in any transaction involving the proceeds of illegal activity; (e) Transmit or upload any virus, worm, or other malicious software or program; (f) Attempt to gain unauthorized access to other Platform Accounts, the Platform, or any related networks or systems;
(g) Use the Functions on behalf of any third party or otherwise act as an intermediary between the Issuer and any third parties; (h) Collect any user information from other Users, including, without limitation, email addresses; (i) Defame, harass, or violate the privacy or intellectual property rights of the Issuer or any other Users; and (j) Upload, display or transmit any messages, photos, videos or other media that contain illegal goods, violent, obscene or copyrighted images or materials (such (a) – (k) activities, “Restricted Activities”). 4\. Compliance Monitoring; Violations of this Policy 4.1 We will monitor your transactions and activities for potential violations of this AUP. Monitoring includes, but is not limited to, reviewing your accounts for retrievals, returns, as well as using third-party information or sources. We encourage you to contact us if you believe you may be in violation of this AUP. We reserve the right, per the terms of this Agreement to take any corrective action (with or without notice to you) as we deem necessary to mitigate our risk or ensure compliance with this AUP, including but not limited to: (i) blocking or withholding a transaction; (ii) holding funds associated with a Prohibited Transaction; (iii) suspending, restricting, or terminating your use of the Functions, or (iv) subjecting you to applicable fines, assessment, expenses and fees. 4.2 In the event that the Issuer learns you are making or attempting any Restricted Activities or Prohibited Activities or Prohibited Transactions, the Issuer will consider it to be a violation of this Agreement and may suspend or terminate your Platform Account. The Issuer may also be required by law to inform authorities about such transactions and follow court orders regarding information on your Platform Account, including any information on the assets involved with your Platform Account or whitelisted digital asset wallet. \

Schedule 4

Risk Factors

Please consider information in this Risk Schedule as a general overview of the risks associated with the services offered by the Company, the Issuer and its affiliates (the “Services”) made for your awareness only. We do not intend to provide investment or legal advice through this Statement and make no representation that the Services described herein are suitable for you or that information contained herein is reliable, accurate or complete. We do not guarantee or make any representations or assume any liability regarding financial results based on the use of the information in this Statement, and further do not advise to rely on such information in the process of making a fully informed decision whether or not to use the Services. The risks outlined in this Risk Schedule are not exhaustive and this Risk Schedule only outlines the general nature of certain risks associated with Digital Assets, and does not discuss in detail all risks associated with holding or trading Digital Assets. Users should undertake their own assessment as to the suitability of using Digital Assets and associated Services based on their own investigations, research and based on their experience, financial resources, and goals. You should not deal with Digital Assets unless you understand their nature and the extent of your exposure to risk. (1) *PRISM Reserves risk*: There are risks that the PRISM Reserve Assets may lose value due to various factors, such as counterparty risks, market events, including events such as defaults on U.S. Treasury Bonds or fluctuations in their interest rates that could lead to loss of collateral value. Similarly, defaults of repurchase agreement counterparties may potentially lead to failure to repurchase the security, causing the market value of the security to decline causing the underlying issuer to lose money. As the PRISM Reserve Assets are also managed by the Manager in accordance with the Strategies, there are also other applicable risks in relation to the implementation and realization of those strategies such as: i) *Yield Volatility*: Any forecasted APY for xPRISM is subject to significant market volatility. ii) *Basis & Funding Rate Risk*: Certain strategies that form part of the Strategy (including “cash and carry” strategies) are exposed to basis risk, where the futures premium narrows or becomes negative, and funding rate risk for perpetual swaps. iii) *Collateral Price Risk*: Certain strategies that form part of the Strategy (including “overcollateralized lending” strategies) may be subject to severe and rapid crashes in the value of collateral (BTC/ETH) which could outpace the liquidation process, potentially causing losses if the collateral's value falls below the loan amount despite conservative LTVs. iv) *Asset Liquidity Risk*: Where there are allocations of the PRISM Reserve Assets to non-large cap digital assets, it is possible that liquidity issues may arise. There may not be enough buyers or sellers to unwind a position quickly without causing a significant, adverse price change. Liquidity may also be affected under stressed market conditions. v) *Stablecoin De-Peg & Issuer Risk*: Where allocation of PRISM Reserve Assets includes various stablecoins or digital assets as part of the Strategies, such as, but not limited to USDe, sUSDe, aUSD, and USDT0, such stablecoins may carry significantly different risk profiles (e.g., reliance on derivatives funding, governance risks) compared to traditional fiat-backed stablecoins like USDC. A de-pegging event, issuer insolvency, a failure in the stabilization mechanism (for algorithmic stablecoins like USDe), or a loss of market confidence for one of these assets could cause a sudden and material loss of principal. The aforementioned digital assets that make up the reserves of the PRISM Reserve Assets that act as the PRISM Reserves held by the Issuer in their custodian accounts and managed by the Manager may also be lost or inaccessible due to various factors including, without limitation, discovery of wrongful conduct, digital attacks, insolvency of the Issuer and other factors outside of our control. vi) *Reliance* on Third Party Manager: There can be no assurance that the Issuer or Manager’s management of the PRISM Reserves will achieve their stated objective of the Strategies. The performance of the management of the PRISM Reserves are reliant upon the success of third party managers and the past performance of such managers may not be indicative of the future performance of the PRISM Reserves. Accordingly, the performance of the PRISM Reserves are reliant on the management and investment decisions of the third party manager. vii) *Third-Party Reliance:* The PRISM product relies heavily on third-party service providers for key functions, including asset management, custody, smart contract monitoring, and oracle price feeds. A failure at any of these providers could disrupt the entire system. viii) *Blockchain/Technology-Related risk*: The use of blockchain technology which does not typically include traditional governance and risk mitigants entails inherent risks, such as irreversible transactions and/or susceptibility to financial crime, which may lead to permanent loss of assets in cases of errors or unauthorized transactions. Transactions in crypto/digital assets on a blockchain relies on the proper functioning of complex software, which exacerbates the risk of access to or use of crypto assets being impaired or prevented. Moreover, there is risk of failures, defects, hacks, exploits, protocol errors, or unforeseen circumstances that might occur in connection with a crypto asset or the technologies on which the crypto asset is based. ix) *Operational Risks*: You are aware of and accept the risk of operational risks involving the Services and/or PRISM and xPRISM. The Company and/or Issuer may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the PRISM and xPRISM Functions and Services. You understand that the Platform and/or PRISM and xPRISM Functions and Services may experience operational issues that lead to delays, including delays in minting, redemption and/or staking/unstaking. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold the Company and/or the Issuer accountable for any related losses. x) *Fork risk:* The permissionless nature of blockchains means that existing supported blockchains may fork. The Issuer will inform users in advance in case new forks are supported, so that Users can track the blockchains where ownership of assets continues to be supported for redemptions. xi) *Smart Contract Risk*: Smart contracts used on the Platform may contain vulnerabilities or unforeseen issues that could result in asset loss or disruptions to our products and services. The Issuer has taken steps to mitigate such risks, including audits and monitoring, but no smart contract is risk free. xii) *Liquidity and Listing risk*: Digital assets can also have limited liquidity that can make it difficult or impossible to sell or exit a position when desired. This can occur at any time, especially during periods of high volatility. Market fluctuations, changes in listing status, or other factors may impact the liquidity and value of digital assets held in your Wallet, or used to transact on the Platform. xiii) *Disruption Risk*: We do not guarantee that the Services will be available at any given time or that the Services will not be subject to unplanned service interruptions or network congestion. You may not be able to buy, sell, store, transfer, redeem, send, or receive digital assets when you want to. xiv) *Legal and Compliance Risk*: Changes in laws or regulations in your jurisdiction or internationally may impact your ability to use our Platform, the PRISM or the xPRISM or the legal status of your digital assets. You are responsible for complying with applicable laws. You agree that the Company/Issuer is not responsible for determining whether or which laws may apply to your transactions, including tax laws. You are solely responsible for reporting and paying any taxes arising from your use of PRISM, xPRISM or their related Functions or Services, including any accurate reporting of the tax or legal status of your Digital Asset holdings in your jurisdictions. xv) *Regulatory Changes*: The regulation of crypto/digital assets and platforms is uncertain in many jurisdictions and the Company and/or the Issuer cannot be held responsible for compliance with legal rules of countries from which customers, on their own initiative, access the Services. Moreover, changes in rules applicable to crypto/digital assets may considerably impact on the prices of those assets and are unpredictable. You further acknowledge the above list of risks is non- exhaustive and there may also be unpredictable risks. Any digital asset such as PRISM or xPRISM may decrease in value or lose all of its value due to the aforementioned legislative or regulatory activity, or other governmental or regulatory action. Governmental and regulatory authority regulation of digital assets are unsettled and rapidly evolving. xvi) *Exchange risk*: The loss or compromise of digital asset exchanges may result in the loss of your assets or disruptions to our products and services, particularly where such platforms support the PRISM and/or xPRISM. xvii) *Trading Risk*: Trading digital assets involves inherent risks, including market volatility, and may result in the loss of some or all of your assets. xviii) *Crypto/Digital Assets Are Not Legal Tender In Most Jurisdictions:* Most crypto/digital assets are not backed by any central government or legal tender, and treatment of the same varies between jurisdictions. There can be no assurance that a person who accepts crypto/digital assets as payment today will continue or be permitted to do so in the future. Holders of crypto/digital assets put their trust in a digital, decentralized, and often anonymous system that relies on p2p networks (regulated and/or unregulated) and cryptography to maintain its integrity, and neither vendors nor individuals have an obligation to accept crypto/digital assets as payment in the future; xix) *Loss of value, Volatility and Uncertainty of Future Performance:* There is typically limited or no fundamental reasoning behind the pricing of crypto assets, creating the risk of volatility and unpredictability in the price of crypto assets relative to fiat currencies. Crypto assets have had historically higher price volatility than fiat currencies, including irrational and extreme moves in price as the process for valuation can be speculative and uncertain. xx) *Banking Risk*: Changes in banking relationships or regulations may impact the availability of our products and services, including the ability to deposit or withdraw fiat currency. xxi) *No Deposit Insurance*: The Issuer does not provide deposit insurance, and digital assets held in your account are not insured against loss. xxii) *Insurance*: We have obtained Director & Officers as well as Errors & Omissions insurance coverage in respect of our business operations, however such coverage may or may not be sufficient to cover all possible risk events. xxiii) *Third Party Risk:* Third parties such as payment providers, custodians, exchanges, and banking partners may be involved in the provision of the Services. You may be subject to the terms and conditions of these third parties, and the Company and/or Issuer cannot be responsible for any losses these third parties may cause you. xxiv) *Third Party Platform risk*: PRISM and xPRISM’s permissionless feature enables third party platforms to integrate without the Issuer's consent. This may lead to Users interacting with malicious contracts or contracts with security features that have not been assessed by the Issuer. The Company and/or Issuer does not control or endorse any products, services, or platforms offered by third parties that support PRISM or xPRISM and the availability of PRISM and/or xPRISM on any third-party platform does not imply that such services are valid, legal, stable, or otherwise appropriate. The Issuer is not liable for losses related to the usage of third party platforms, including, but not limited to, (i) Failure to comply with applicable laws and regulations, including illegal transactions; (ii) The quality, delivery, or satisfaction of products and services facilitated by PRISM/ xPRISM; (iii) Technical errors, loss of access, or inability to recover PRISM/ xPRISM resulting from the use of third-party platforms. You accept all consequences of sending PRISM and/or xPRISM to third-party platforms or addresses, including the risk of loss or failure to recover your Digital Assets. For the avoidance of doubt, the Company and/or Issuer has no obligation to track, verify, or determine the provenance of PRISM and/or xPRISM balances or transactions involving third-party platforms. xxv) *Absence of Contro*l: The Company, Issuer, or its affiliates are not brokers, agents or advisors and have no fiduciary relationship or obligation to Users in connection with any transaction or other decision or activity undertaken by you using the Services. We do not control whether your use of the Services is consistent with your financial goals. It is up to Users to assess whether their financial resources are appropriate for their respective activity with us and risk appetite in the products and services you use. xxvi) *Blocked addresses, Blacklisting and Forfeited funds*: The Issuer reserves the right to block certain PRISM or xPRISM addresses if it determines, in its sole discretion, that they may be associated with illegal activity or activity violating the terms of the User Agreement. If you send or receive PRISM or xPRISM to/from a Blocked or Blacklisted Address, the Issuer may take steps to suspend or terminate your Platform Account. In certain cases, the Issuer may report suspected illegal activity to law enforcement agencies, which could result in the forfeiture of rights associated with your PRISM or xPRISM, including redemption for USD or supported stablecoins. The Issuer may also be required to surrender PRISM and/or xPRISM associated USD if mandated by a legal order from a valid government authority. xxvii) *Requirement for Platform Account:* A Platform Account is required to mint/redeem PRISM on a primary basis from the Issuer. Such mint/redemption of PRISM is also conditional on (i) continued compliance and non-violation of this User Agreement and (ii) no applicable restrictions (pending or otherwise) being imposed on such a Platform Account holder or the Company/Issuer itself by a regulator, law enforcement or a court of competent jurisdiction. xxviii) *Termination Risk*: You may be unable to withdraw or transfer PRISM or xPRISM prior to our termination of the provision of any products or services, including access to your Platform Account, in which case, you may be unable to unstake and/or redeem PRISM after your Platform Account has been terminated*.* xxix) *Inaccuracies Risk*: Any PRISM or xPRISM may be lost if sent to the wrong address (for example, but without limitation, if the address is improperly formatted contains errors, or is intended to be used for a different type of digital asset). Any PRISM or xPRISM may be lost if sent to a correct address but the recipient does not act as intended. Your transaction request or email to us or via the Platform may be lost, intercepted or altered during transmission. xxx) *Taxation and Disclosure of Information:* You are responsible for determining the taxes to which you may be subject and their application when using the Services. It is your responsibility to report and pay any taxes that may arise from transactions and you acknowledge that the Company and/or the Issuer does not provide legal or tax advice regarding such transactions. If you have concerns about your tax treatment or obligations you may wish to seek independent advice. You understand that when, where, and as required by applicable law, the Company and/or the Issuer will disclose available information relating to transactions transfers, distributions or payments to the appropriate regulatory and tax authorities or other public authorities. Similarly, when, where and as required by applicable law, the Company and/or the Issuer will withhold taxes related to your transactions, transfers, distributions or payments. xxxi) *No Investment and Legal Advice:* Communications or information provided by the Company and/or the Issuer shall not be considered or construed as investment advice, financial advice, trading advice, or any other type of advice. The User is the only party who can determine whether an investment, investment strategy or related transaction is appropriate based on his or her personal investment objectives, financial situation and risk tolerance, and shall be solely responsible for any losses or liabilities that may result. xxxii) *Reliance Risk*: There are various risks you assume in relying on any text, graphics, user interfaces, information, data, tools, products, services, and other content (collectively, the "Content") provided by the Issuer via the Platform, social media accounts of the Issuer or its officers ("Social Media Accounts"), or any other means, including: a. That all Content provided by the Issuer whether directly or through Social Media Accounts is for informational purposes only and do not constitute recommendations that you purchase, sell, redeem, stake, unstake, or hold PRISM or xPRISM or that you pursue any strategy in respect of PRISM and/or xPRISM. Nothing on the Platform or Social Media Accounts is intended to be, and you should not consider any of the Content provided to be, trading, investment, accounting, tax, legal, or professional advice of any kind and you are advised to seek appropriate professional advice before taking any action concerning PRISM and/or xPRISM. b. Where relevant, any Content posted or made available is intended to be current as of the date it is posted/made available unless otherwise specified. c. While reasonable efforts are made to provide accurate Content, such Content may be inaccurate, outdated, or otherwise inappropriate at the time of consumption and we have no obligation to update or correct such Content on the Platform or our Social Media Accounts. d. Content posted on the Platform may be changed at any time without notice to you. e. The Issuer is not liable for any action or decision taken or made in reliance of any Content and you expressly agree to the same. f. The Platform (or portions thereof) may not always be available or function properly at any time. g. While the Issuer makes reasonable efforts and employs appropriate safeguards to avoid technological problems, the Platform may at any time, be affected and/or may inadvertently be the source of technological problems such as viruses and other damaging computer or network based attacks. h. problems or issues affecting third party software, networks, protocols, systems, and other technology including, any blockchain which has not been created by or for us (“Third-Party Technology”) which permits interaction with the PRISM, xPRISM or the PRISM product and you expressly agree that the Issuer shall not be liable in such instances. i. While reasonable security precautions are made with respect to communications with Users, the Issuer specifically disclaims liability for any interception of data or communications between Users and the Platform.
# Cookie Policy OpenEden ([www.openeden.com](http://www.openeden.com)) (“Platform”) use cookies to ensure you get the best experience when you are using our Platform services. This Cookie Policy provides you with clear and comprehensive information about the cookies we use and the purpose for using those cookies on this Platform. Please read the following carefully to understand our policies and practices regarding the use of cookies on our Platform. By using or accessing our Platform, you agree to this Cookie Policy. This policy may change from time to time and your continued use of the Platform is deemed to be acceptance of such changes, so please check the policy periodically for updates. YOUR CONSENT \ You consent to placement of cookies on your browser by us and our third-party service providers. Please read this Cookie Policy carefully for details about why we use cookies and the information they collect from and about you.
WITHDRAW YOUR CONSENT ANY TIME If you do not wish to accept cookies in connection with your use of the Platform, you will need to delete and block or disable cookies via your browser settings; see below for more information on how to do this. Please note that disabling cookies will affect the functionality of the Platform and may prevent you from being able to access certain features on the Platform. WHAT ARE COOKIES? A cookie is a small file of letters and numbers that may be stored on your browser or the hard drive of your computer when you visit our Platform. Cookies contain information about your visits to that Platform. A cookie is a small piece of data that a Platform asks your browser to store on your computer or mobile device. The cookie allows the Platform to "remember" your actions or preferences over time. Most browsers support cookies, but users can set their browsers to decline them and can delete them whenever they like.
WHY DO WE USE COOKIES? Cookies are commonly used by Platforms to serve many different functions. We use cookies on our Platform to allow us to tailor our Platform to your needs and deliver a better and more personalized service. Cookies help us improve the performance of our Platform by enabling us to:
Help you navigate between pages on the Platform efficiently * Protect your security * Remember information about your preferences and recognize you when you return to our Platform * Allow us to customize our Platform according to your individual interests * Measure how people are using our services in order to improve our services and browsing experience * Speed up your searches * Make our Platform easier to use * Generally give you a better online experience Cookies are not unsafe or in themselves a threat to your online privacy, as we do not store sensitive information. The cookies used on our Platform never collect anything that personally identifies you, such as your name or address, and we never sell your details to any third parties. HOW ARE COOKIES USED? The web server providing the webpage can store a cookie on the user's computer or mobile device. An external web server that manages files included or referenced in the webpage is also able to store cookies. All these cookies are called http header cookies. Another way of storing cookies is through JavaScript code contained or referenced in that page.
Each time the user requests a new page, the web server can receive the values of the cookies it previously set and return the page with content relating to these values. Similarly, JavaScript code is able to read a cookie belonging to its domain and perform an action accordingly.
We use “analytics” cookies, which, in conjunction with our web server’s log files, allow us to calculate the aggregate number of people visiting our Platform and which parts of our Platform are most popular. This helps us gather feedback so that we can improve our Platform and better serve our users. We do not generally store any personal information that you provide to us in a cookie.
We also use “social media” cookies to personalize your interaction with third-party social media platforms such as Twitter and Facebook, where our Platform uses such features. Such cookies recognize users of these social media sites when you view social media content on our Platform. They also allow you to quickly share content across media, through the use of simple “sharing” buttons.
WHAT ARE DIFFERENT TYPES OF COOKIES? First-party cookies – these are our own cookies set by our Platform, controlled by us and used to provide information about the usage of our Platform. Third-party cookies – these are cookies from any other domain. We use a number of suppliers that may also set cookies on your device on our behalf when you visit our Platform to allow them to deliver the services they are providing.
HOW LONG DO COOKIES STAY ON YOUR COMPUTER?
Cookies that are used on a Platform may be either session cookies or persistent cookies. Session cookies are temporary cookies that remain on your device until you leave the Platform. Persistent cookies are stored on your hard drive until you delete them or they reach their expiry date. These may, for example, be used to remember your preferences when you use the Platform and recognize you on your return.
WHAT COOKIES DO WE USE?
Strictly Necessary cookies: Some cookies are essential for the operation of our Platform. These cookies are essential in helping you to move around our Platform and use the features, such as accessing secure areas of the Platform. We may use Strictly Necessary cookies to:
Remember the goods and services you selected when you get to the payment page Identify you as being logged in to the site Provide access to protected areas of a Platform Remember previously entered text so it’s not lost if the page refreshes
Consent is not required for Strictly Necessary cookies, as they are required for us to provide the services requested by you. Performance cookies: These cookies simply help us improve the way our Platform works. We utilize these cookies to analyze how our visitors use our Platform and to monitor our Platform performance. They tell us how people use each page, which ones are most commonly viewed, or whether any errors occurred. This allows us to provide a high-quality experience and quickly identify then fix any issues that arise. We may use Performance cookies to:
Store preferences to see which method of linking between pages is most effective Enable web analytics to provide anonymous statistics on how our Platform is used To assist with error management in helping us improve the Platform by measuring any errors that occur
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LINKS TO OTHER PLATFORMS
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# Electronic Signature Policy ### 1. INTRODUCTION This document outlines OpenEden’s (“OE”) electronic signature policy. An electronic signature may replace a wet signature or an electronic record may replace a paper document.
OE implements this electronic signature policy to increase the efficiency of operational transactions that previously required wet signatures on paper documents. This policy applies to all forms of electronic signatures and electronic records used to conduct official business. Official business includes, but is not limited to, electronic communications, transactions, procurements, contracts, and other official purposes. \
### 2. DEFINITIONS
Approval Authority: for purposes of this policy, means the director or otherwise validly authorized designee of OE or the relevant OE entity.
Approved Electronic Signature Method: one that has been approved in accordance with this policy and applicable laws and/or regulations, and which specifies the form of the electronic signature, the systems and procedures used with the electronic signature, and the significance of the use of the electronic signature.
Authentication: the process of securely verifying the identity of an individual applying an electronic signature.
Electronic: relates to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
Electronic Record: any record created, used, or stored in a medium other than paper, such as: information processing systems, computer equipment and programs, electronic data interchange, electronic mail, voice mail, text messages, information in mobile devices. To the extent that facsimile, telex, and/or telecopying. And/or former hard copy documents are retained in electronic form, through a scanning process, they are also considered electronic records.
Electronic Signature: an electronic sound, symbol, or process, attached to or logically associated with and executed or adopted by a person with the intent to sign the record. An electronic signature must be attributable (or traceable) to a person who has the intent to sign the record with the use of adequate security and authentication measures that are contained in the method of capturing the electronic transaction (e.g., use of personal identification number or personal log-in identification username and password), and the recipient of the transaction must be able to permanently retain an electronic record of the transaction at the time of receipt.
Electronic Transaction: a transaction conducted or performed, in whole or in part, by electronic means or electronic records.
Record: information that is inscribed in a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. Financial and other documents or forms are records.\
Security Procedure: used to verify that an electronic signature, record, or performance is that of a specific person; to determine that the person is authorized to sign the document; and, to detect changes or errors in the information in an electronic record.
Wet Signature: a document that is physically marked.
### 3. POLICIES ON ELECTRONIC SIGNATURE USE
To the fullest extent permitted by law, OE accepts electronic signatures as legally binding and equivalent to wet signatures to signify an agreement or intent to enter into a contract. #### A. Mutual Agreement by the Parties
This policy applies to transactions between parties each of which agree to conduct transactions by electronic means. Signees may opt out of using electronic signatures. \ Opt Out Clause: By signing this document, you are agreeing that you have reviewed the information contained in the record and agree to the terms of the record using electronic communications, to receive notices and disclosures electronically, and to use electronic signatures in lieu of using physical documents. You are not required to receive notices and disclosures or sign documents electronically. If you prefer not to do so, you may request to receive physical copies and withdraw your consent at any time.
#### B. Required Signature
When OE’s policies or operational practices require that a record has a signature of an authorized person, the requirement is met when the electronic record has associated with it an electronic signature using an approved electronic signature method. \ \ When OE’s policies or operational practices require that a document has a signature of an authorized person, the requirement is met when the electronic record has associated with it an electronic signature using an approved electronic signature method. \
### 4. E-SIGNATURE TRANSACTION APPROVAL AND RESPONSIBILITIES #### A. Authorized Person Verification
The signing of a record using an approved electronic signature method does not mean that the record has been signed by a person authorized to sign or approve that record. OE implements procedures used to confirm that the person signing the record has the appropriate authority and intent to sign the record.
#### B. Approval of Electronic Signature Methods by the Approval Authority
The final approval of any electronic signature method will be by the Approval Authority. In determining whether to approve an electronic signature method, consideration is given to the systems and procedures associated with using that electronic signature, and whether the use of the electronic signature is at least as reliable as the existing method being used. This determination is made by the approval authority through the selection of a sufficient electronic signature service and reviewing all electronic signatures.
In the event that it is determined that a previously approved electronic signature method is no longer trustworthy, the Approval Authority will revoke the approval of that electronic signature method.\
### 5. IMPLEMENTATION AND SECURITY PROCEDURES
The following requirements pertain to approved electronic signature methods:
A. Specific transactions that may be conducted by electronic means must be identified;\
B. The manner and format in which electronic records are created, generated, sent, communicated, received, and stored, and the systems established for those purposes must be specified i. The method complies with any law or regulation that requires electronic records which must be signed by electronic means; ii. Specify the type of electronic signature required, the manner and format in which the electronic signature must be affixed to the electronic record, and the identity of, or criteria that must be met, by any third party used by a person filing a document to facilitate the process.\
C. Control processes and procedures implemented assure adequate preservation, disposition, integrity, security, confidentiality, and auditability of electronic records;\
D. An inventory of all approved electronic signature methods is maintained; and\
E. Approval of an electronic signature method must be obtained as follows: \ i. An analysis of the nature of the transaction or process to determine the level of protection needed and the level of risk that can be tolerated. The analysis includes:
1. A review of technological options and follow commercial trends as appropriate; 2. Identifying and documenting any potential costs, quantifiable and unquantifiable, direct and indirect, in performing a cost/benefit analysis; 3. Developing a comprehensive plan for converting a traditional process to an electronic one; and 4. Identifying all information relevant to the process.\
F. Electronic signatures may be implemented using various methodologies depending on the risks associated with the transaction, and all relevant state, federal, and university regulations. Examples of transaction risks include: fraud, non-repudiation, and financial loss. The quality and security of the electronic signature method shall be commensurate with the risk and needed assurance of the authenticity of the signer.\
G. The electronic signature methodology shall be commensurate to the assurances needed for the risks identified. In addition, specifications for recording, documenting, and/or auditing the electronic signature as required for non-repudiation and other legal requirements shall also be determined by the unit.\
H. OE adopts security procedures for electronic signatures, electronic transactions, and electronic records that are practical, secure, and balance risk and cost. It is not the intent of this policy to eliminate all risk, but to provide a process for undertaking appropriate analysis prior to approving the use of electronic signatures, transactions, and records for specific operational practices and to determine if those practices conduct an analysis determining when electronic signatures can replace wet signatures.\
I. The level of security that an electronic signature methodology employs shall adhere to industry best practices and align with state and federal regulations. \
### 6. VIOLATIONS AND SANCTIONS Any individual or party that makes inappropriate or illegal use of electronic signatures, transactions and/or records is subject to sanctions up to and including dismissal, suspension, and criminal prosecution.
# Privacy Policy ### Introduction OpenEden (“OE”) is committed to protecting the privacy of people who use our services (including clients and subscribers to online services), job applicants and current employees, contacts, business partners and users to the OE's website. This Privacy Policy details how OE collects, uses, discloses, transfers and stores your personal information. This Privacy Policy applies to personal information about you that we collect, use and otherwise process in connection with your relationship with OE. ### Controller of personal information Personal information processed by OE in connection with this Privacy Policy is controlled by a "data controller" (as provided for under applicable data protection laws). The information collected through the website and the data controller for personal information collected by OE is listed in the Data Controller page at the end of this Privacy Policy. As set out in this Privacy Policy it may be necessary for regulatory reasons for OE to share your personal data. In such circumstances business partners, advisers and sub-advisers of OE may be joint data controllers of your personal information. If you have any questions about any aspect of this Privacy Policy please contact us at and we will do our best to attend to your query. Please note that throughout this Privacy Policy the word "website" refers to any web page and portal directly controlled and managed by OE.
### Collection and use of your personal information IP ADDRESSES AND OTHER TECHNICAL INFORMATION An IP address is a unique address that identifies a device on the internet or a local network. IP stands for "Internet Protocol," which is the set of rules governing the format of data sent via the internet or local network. In essence, IP addresses are the identifier that allows information to be sent between devices on a network for communication purposes. In addition to your IP address, we may also collect: your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform, information about your visit including the full Uniform Resource Locators (URL), clickstream to, through and from the website (including date and time), pages viewed, download errors, page interaction information (such as scrolling clicks) and methods used to browse away from the website. OE uses this information for its legitimate reasons to compile statistical data on the use of our website and to track how users navigate through our website in order to enable us to evaluate and improve it. ### INFORMATION COLLECTED BY USING OUR WEBSITE
You are not required to provide any personal information when accessing our website for general review.
If you accept our User Agreement to use our services and to access our products, you will be required to upload information for KYC (Know-Your-Customer) purposes. This is required by regulators as part of the customer onboarding process. Personal information such as names, addresses, email addresses, telephone numbers, date of birth, digital wallet addresses and other personal details including your financial status will be collected for evaluation purposes. Such information are collected from users of the website who voluntarily input such information.
If you communicate with OE via online or social media, we may add you to our contact database unless you do not wish to be added. If so, you will need to inform the point of contact that you do not wish to have your contact data added to our database.
### CONTACT DATABASE Information that we typically hold in our database includes your contact information, including your name, job title, organisation's name, address, phone number(s), email address(es) and other identifier information;
From time to time we may ask you by email to review your contact details and mailing list preferences, and update them as necessary. This not only helps us to keep the contact information we hold about you up-to-date, it also ensures that we only send you information that you have requested and/or is relevant to you.
### INTERACTIONS WITH OE We retain personal information relating to interactions between OE and people who use our services (including customers and users of OE’s online services), job applicants and current employees, alumni, contacts and business partners, including information relating to the services that we provide. We only retain information that is necessary for the purposes set out in this Privacy Policy.
### USE OF YOUR PERSONAL INFORMATION OE shall only collect and process personal information where it has a legal basis for doing so. This includes:-
using the personal information for the regulatory and compliance purpose, where OE has a legal duty to comply; circumstances where you consent to the collection and use, and where OE has a legitimate interest in collecting and processing the personal information; and where the basis of processing is in accordance with relevant data privacy laws, whereby it is our legal obligation to meet such requirements.
OE uses personal information which we have collected from you in order to:
provide you with a more tailored and effective customer service; perform customer due diligence to the extent as necessary in accordance to the governing jurisdiction(s) of which the services are performed and to ensure compliance with all applicable regulatory requirements and applicable law; communicate with you via various channels such as electronic mails, messaging applications or other authorised channels for administrative matters such as providing updates; communicate with you in connection with any services that we are providing to you and otherwise perform the services for you that you have engaged us to provide; provide purchase, subscription and redemption information; carry out related administrative matters, which may include audit matters; and market our services and products to you where OE has a legitimate interest, including to other entities within the OpenEden group, or you have consented to us doing so and in accordance with your preferences.
OE shall only collect, use and otherwise process information revealing your physical and mental health, sexual orientation, political opinions, religious or other beliefs and commission or alleged commission of a criminal offence which is treated by applicable data protection laws as a "sensitive" or "special" category of personal information, where and only if it is relevant to our services. Such information shall be processed under applicable data protection laws. OE will only collect such information where this is necessary in connection with compliance and regulatory requirements or necessary for reasons of public interest.
OE may need to collect and process personal information for certain legal compliance purposes before OE can perform certain services for you. This includes due diligence checks relating to anti-fraud, anti-money laundering, countering of financing of terrorism and other know-your-customer obligations. If you choose not to give us this personal information then it may delay or prevent OE from meeting our obligations and we may not be able to perform such services for you.
### MARKETING We may wish to use the personal information that we collect about you, to, subject to applicable law and regulations, provide you with relevant marketing communications. We shall only send such marketing communications to you to the extent that doing so is in the legitimate business interests of OE or where you have consented to us doing so.
You may withdraw that consent at any time by contacting us at . In addition, each electronic marketing communication that you receive shall have an "unsubscribe" option, which will allow you to stop receiving similar communications in the future.
### CHANGE OF OWNERSHIP In the event of a re-organisation, change in ownership, or transfer of all or part of our business, we reserve the right to transfer all of OE's data, including personal information, to a new entity or to third parties through which the business of OE will be carried out. We will use all reasonable efforts to notify you of such change by posting on our website and via an email sent to the email address you provide. ### TRANSFER OF INFORMATION TO THIRD PARTIES OE has business relationships with third parties. In some instances we may disclose your personal information to third parties such as fund administrators, legal counsels, auditors etc. where this is necessary to perform the services for which you have engaged OE for. Under such circumstances, OE will ensure that the third party is contractually bound to only process personal information in accordance with applicable data protection laws and with OE's specific instructions and requirements, and at all times in a manner that protects your rights under applicable data protection laws at least as protective as how OE and/or its relevant entity protects its own information. Our business partners and service providers will be required to meet our standards on processing information and security. The information we provide them, including your information, will only be provided in connection with the performance of their function. They will not be permitted to use your information for any purposes other than those outlined in this Privacy Policy.
In relation to any other third parties, OE will only disclose or transfer your information where you have given your consent or where we are required to do so by law or other regulatory code or practice, or where it is necessary for the purpose of, or in connection with legal proceedings or in order to exercise or defend legal rights.
### TRANSFER OF INFORMATION ABROAD (INTERNATIONAL TRANSFERS) As OpenEden operates across a group of entities, and as part of the transfers of personal information under Clause 8, personal data may be transferred to or accessed from countries whose laws provide a level of protection for personal data not always equivalent to the level of protection that may be provided in your own country.
OE ensures that cross border transfers comply with all relevant laws and regulations and such transfer is necessary for the performance of the services for which OE has been engaged in your interests, or the transfer is otherwise permitted by applicable data protection laws.
Subject to your express consent, OE will only transfer your personal information to a country that is deemed to have an adequate level of protection under the applicable data protection law or otherwise where OE has put in place adequate safeguards to protect the personal information. In particular where an OE entity sends your personal information outside of its country of jurisdiction, OE shall only do so where the recipient of the information is subject to data protection regime approved under applicable law.
### RETENTION OF DATA OE shall only retain your personal information for so long as there is a legal need to retain the information for the purposes set out in this Privacy Policy. OE’s retention period is aligned with mandatory requirements under the applicable laws. ### SECURITY OE is committed to protecting the security of your personal information. We engage reputable IT service providers that has robust security technologies and procedures to help protect your personal information from unauthorised access, use, or disclosure. ### YOUR RIGHTS You have various rights in respect of the personal information that we collect, use, disclose and transfer concerning you. These rights are set out below. Should you wish to exercise your rights please contact us at ### Right of Access You are entitled to obtain from us details concerning the processing of your personal information. This includes details of the data being processed, the purposes of the processing, any recipients of that information, the period for which the information is processed, the source of the information (if it is not provided by you), any international transfers of the information and the protections we put in place to protect your information. You are also entitled to details of any automated decision making, including profiling, involving your information. You are entitled to a copy of the personal information we process about you (including in electronic form). Additional copies may be subject to a reasonable administrative fee. Right to Rectification You are entitled to have any incomplete and inaccurate personal information held by us rectified. Right to Erasure ("be forgotten") In certain circumstances you are entitled to have personal information erased, including where this is no longer necessary for the purposes for which it was collected and/or processed; or you withdraw consent to our use of the information. We may continue processing the information in certain circumstances, including: if there are grounds other than consent for processing the information; where processing is in compliance with a legal obligation or for reasons of public interest; or for the exercise or defence of legal claims. If you request that we erase your personal information we shall advise you if we consider that there are on-going grounds permitting us to continue processing your information. \
### Right to Restrict Processing You can ask us to restrict the processing of personal information that OE holds if: you contest the accuracy of the personal information we process about you; you consider that the processing is unlawful but you do not want us to erase the information; we do not require to continue processing the information but you wish the information to be retained in connection with a legal claim; or you have objected to the grounds upon which we process the information. Where you have asked us to restrict processing the information we shall only hold, process and erase the information as permitted by you or as permitted by applicable data protection laws. We will advise you if we do not agree with your request to restrict processing and our reasons. ### Right to Data Portability Where you provide personal information to us and consent to us using it and the processing is carried out by automatic means you are entitled to receive a copy of that information in a machine-readable format and for that to be provided to another data controller, where technically possible. ### Right to Object You are entitled to object to OE collecting, using and otherwise processing your personal information where the basis for the processing is OE’s legitimate interests or the processing is in the public interest. In such circumstances we shall cease processing your personal information unless: we are legitimately processing the information on a different basis; there are compelling legitimate grounds for continuing to process the personal information; or we are otherwise permitted to process the information under applicable data protection laws. If applicable, we will advise you of the basis upon which OE continues to process your personal information. If you are not clear of the ground(s) upon which we collect, use and process your personal information you can ask us to confirm this to you, as part of the Right of Access outlined above. ### Right to Withdraw Consent Where you have given us consent to make use of your personal information for any of the purposes outlined in this Privacy Policy you shall be entitled to withdraw that consent. You may do this by emailing us at . ### Right to Complain In the event that you have any questions, concerns or complaints regarding this Privacy Policy or the manner in which OE collects, uses and otherwise processes your personal information we shall always seek to address the same promptly and to your satisfaction. However if you consider that we have not done so you are entitled to lodge a complaint to your local supervisory authority. If you are unclear who the appropriate supervisory authority is for you, please contact us at . \ \
Cookies Cookies are text files containing small amounts of information which are downloaded to your device when you visit a website. Cookies are then sent back to the originating website on each subsequent visit, or to another website that recognises that cookie. Cookies are useful because they allow a website to recognise a user’s device. Cookies do lots of different jobs, like letting you navigate between pages efficiently, remembering your preferences, and generally improve the user experience. They can also help to ensure that adverts you see online are more relevant to you and your interests. For information on the cookies used on OE's website, please see our Cookie Policy.
Updates This Privacy Policy may be updated from time to time and was last updated in October 2024. The current version of this Privacy Policy shall be displayed at OE’s website or may otherwise be requested at .
Contact information If you have any questions in relation to this Privacy Policy please contact us at
# Guides ### # PRISM Instant Mint via Etherscan # PRISM Redemption via Etherscan # Introduction ### Introduction #### What is HYBOND? HYBOND is an upcoming smart contract-based vault that offers investors direct, on-chain access to the BNY Global Short-Dated High Yield Bond Fund. Each HYBOND token is fully backed by the underlying assets of the fund. Token holders receive returns that reflect the performance of the underlying portfolio managed by BNY. #### Key Highlights
ParameterDetail
Token TickerHYBOND
Token StandardERC-20
NetworkEthereum
Underlying FundBNY Global Short-Dated High Yield Bond Fund
SettlementT+4 (Luxembourg & US business days)
Redemption Fee0.05% (5bps)
Management Fee (Inclusive of BNY's fees)1.00% per annum (100bps)
#### Why HYBOND? HYBOND bridges traditional finance (TradFi) and decentralized finance (DeFi) by enabling programmable, on-chain ownership of high yield short-dated bond assets. It is designed for crypto-native investors — particularly DAO treasuries — seeking real-world yield without leaving the on-chain ecosystem. Use cases include: * Yield generation for idle stablecoin treasuries * Collateralization in DeFi lending and borrowing markets (Coming soon) * On-chain leverage via looping strategies (Coming soon) * Reserve asset diversification away from pure T-Bills # Product Structuring ### Product Structuring #### Issuing Entity HYBOND is issued by **OpenEden Digital Limited ("OED")**, a Bermuda-registered Segregated Accounts Company ("SAC"). #### Regulatory Status OED operates under a Digital Assets Business License issued by the **Bermuda Monetary Authority ("BMA")**, permitting it to issue, sell, and redeem virtual coins, tokens, and other forms of digital assets. | License | Status | | --------------- | ----------------------------------------- | | Current License | Class M (BMA) | | Planned Upgrade | Class F (application targeted early 2026) | #### Underlying Fund The underlying asset is the **BNY Global Short-Dated High Yield Bond Fund**, managed by BNY. All fund shares purchased from HYBOND subscriptions are held and custodied directly with BNY. #### Custody Arrangements | Function | Provider | | --------------------- | ------------------------- | | Fund Custody | BNY | | Crypto Custody (USDC) | Coinbase (primary), BitGo | Coinbase is our preferred crypto custodian as it supports 1:1 USD ↔ USDC conversion. # Service Providers #### Service Providers | Category | Provider | | ------------------------- | ------------------------ | | Digital Asset Issuer | OpenEden Digital Limited | | Asset Management | BNY | | Smart Contract Auditor | WatchPug | | Smart Contract Monitoring | Hypernative | | Compliance Analytics | Elliptic | # Factsheet HYBOND Factsheet on the underlying product {% file src="/files/ILWqnAgMHRW5hTcPdrR8" %} # Investor Onboarding ### Investor Onboarding #### Overview Participation in the HYBOND vault requires completing a KYC/KYT verification process and signing the user agreement. The onboarding process takes approximately **15–20 minutes**. > ℹ️ Existing USDO clients may consent to transfer their KYC data to HYBOND, bypassing the need to re-submit documentation. #### Onboarding Steps 1. Submit identity documents and wallet address(es) via **ClustDoc** 2. OpenEden compliance team performs **KYC** checks on submitted documents 3. OpenEden compliance team performs **KYT** checks on submitted wallet addresses 4. Upon successful verification, the investor's wallet address is **whitelisted on-chain** 5. A confirmation notification is sent to the investor > ⚠️ Whitelisting requires approval through a **multi-signature process**, with quorum comprising both the compliance team and the fund administrator. #### Whitelist Requirements Only whitelisted wallet addresses may interact with the HYBOND vault. Whitelisting is initiated by the compliance team and executed on-chain. # Subscriptions ### Subscriptions #### Overview Whitelisted investors deposit **USDC** into the vault in exchange for **HYBOND** tokens. The number of tokens received is determined by the prevailing exchange rate at the time of settlement. #### Minting Formula ``` num_HYBOND = (depositedAsset - txFee) / exchangeRate ``` #### Accepted Collateral | Issuer | Asset | | -------- | ----- | | Circle | USDC | | OpenEden | USDO | #### Redemption Asset USDC #### Deposit Rules | Level | Rule | Description | | ----- | -------------------------- | ------------------------------------------------------------------------------------------ | | User | Verified Wallet Address | Wallet address must be thoroughly verified before whitelisting on the smart contract level | | User | Whitelisted | Wallet address must be whitelisted | | User | First Deposit Minimum | Deposit must meet or exceed the `firstDeposit` vault parameter | | User | Subsequent Deposit Minimum | Subsequent deposits must meet or exceed the `subsequentDeposit` vault parameter | #### Settlement Timeline (Subscription with USDC) | Day | Time (Ireland) | Time (SGT) | Action | | --- | -------------- | ---------- | ------------------------------------------------ | | 0 | 7:00 AM | 3:00 PM | USDC subscription received | | | 8:00 AM | 4:00 PM | OED cut-off recorded | | | 9:00 AM | 5:00 PM | BNY SDHYBF subscription request triggered | | | 10:00 AM | 6:00 PM | USDC claimed as tx fee; USD wire released to BNY | | | 12:00 PM | 8:00 PM | BNY SDHYBF cut-off recorded | | | 2:00 PM | 10:00 PM | Wire released to BNY Mellon | | | 10:00 PM | — | **NAV snapshotted; Shares delivered to OED** | | 1 | 2:00 AM | 10:00 AM | Tokenized shares delivered to investor | > ℹ️ OED follows a **4:00 PM SGT cut-off**, aligned with BNY's dealing window of 9:00 AM – 12:00 PM Irish time (5:00 PM – 8:00 PM SGT). #### Processing Time Mint processing is current **manual**, with settlement up to **T+4** Ireland and US business days. *** # Redemption ### Redemptions #### Overview Whitelisted investors burn HYBOND tokens in exchange for **USDC**. All redemption requests enter a **withdrawal queue** and are processed in First-In-First-Out (FIFO) order. Vault admins liquidate the underlying fund off-chain to bring USDC liquidity back on-chain to meet redemptions. #### Redemption Formula ``` num_USDC = (num_HYBOND * exchangeRate) - txFee ``` #### Withdrawal Queue Redemptions are queued by default and processed via the `processWithdrawalQueue` smart contract method. Queue processing follows a strict **FIFO** model. #### Redemption Rules | Level | Rule | Description | | ----- | -------------------------------- | -------------------------------------------------- | | User | Whitelisted | Wallet address must be whitelisted | | User | Minimum Withdrawal Amount | Redemptions must meet the minimum withdrawal limit | | OED | Max Withdrawal per Epoch per NAV | Capped at **10% of HYBOND NAV** per valuation day | #### Settlement Timeline (Redemption) | Day | Time (Ireland) | Time (SGT) | Action | | --- | -------------- | ---------- | -------------------------------------------------------------------------- | | 0 | 7:00 AM | 3:00 PM | Tokenized shares redemption request received | | | 8:00 AM | 4:00 PM | OED cut-off recorded | | | 9:00 AM | 5:00 PM | BNY SDHYBF redemption request triggered | | | 12:00 PM | 8:00 PM | BNY SDHYBF cut-off recorded | | | 10:00 PM | — | **NAV snapshotted; USD amount to OED confirmed** | | 3 | 2:00 PM | 10:00 PM | Wire received by OED | | 4 | 2:00 AM | 10:00 AM | USDC fees claimed; Net USDC delivered to investor; Tokenized shares burned | #### Processing Time Redemption processing time is **T+4** Ireland and US business days. *** # Fees ### Fees #### Fee Summary
Fee ComponentRateFrequencyLaunch Promotion Fee
Minting Fee0.05% (5bps)Per depositZero Fees
Redemption Fee0.05% (5bps)Per withdrawalZero Fees
Management Fee0.40% p.a. (40bps) to BNY
0.60% p.a (60bps) to OpenEden		Accrues daily Zero Fees
*** #### Transaction Fee The transaction fee is computed on-chain and directed to OpenEden's treasury address. It consists of two components: **Formula:** ``` transactionFee = MAX(minimumTransactionFee, (depositOrWithdrawAmount * transactionFeeRate + partnershipFeeRate)) ``` **Base Transaction Fee** A base layer fee applied to all deposits and withdrawals, covering: * Wire transfer costs * Execution spread * Trading fees * Margin fees | Parameter | Description | | ----------------------- | ------------------------------------------- | | Transaction Fee Rate | Base percentage applied to all transactions | | Minimum Transaction Fee | Floor amount for any transaction | **Partnership Fee** An additional fee component applied to transactions from users referred by OpenEden affiliate partners. Fee discounts may be granted by setting a **negative `partnershipFeeRate`**. *** #### Management Fee OpenEden's management fee of **1% per annum** is not embedded in the token exchange rate. Instead, it is collected through a **daily token minting mechanism**. **Daily Fee Calculation:** ``` Daily Fee = (Total AUM × 0.0100) / 365 ``` **Minting Process:** 1. The daily fee amount (in USD) is converted to HYBOND tokens at the current exchange rate (= BNY NAV) 2. Additional HYBOND tokens representing the daily management fee are minted to OpenEden's custody wallet 3. These tokens maintain full **NAV backing** by the underlying fund units > ℹ️ The on-chain NAV per token always equals the off-chain BNY NAV per unit. Strict 1:1 parity is maintained at all times. Management fee tokens are included in total supply and are fully backed. # Token Price Token Price #### Exchange Rate The HYBOND exchange rate mirrors the BNY fund's Net Asset Value (NAV) exactly: ``` exchangeRate = bny_price ``` Where `bny_price` is the NAV of the BNY Global Short-Dated High Yield Bond Fund, provided by BNY daily via electronic delivery. An **off-chain keeper bot** automatically publishes and updates the exchange rate on-chain on a daily basis. # Price Oracle #### Price Oracle The HYBOND Price Oracle contract is protected by a **multi-signature mechanism**. Updates to the `lastClosingPrice` parameter — which serves as the Price Guard reference — require a multi-sig operation involving the vault's cross-functional team. *** #### Price Guards The Price Guard mechanism protects the vault against price manipulation and extreme price fluctuations. If the live price deviates beyond the defined threshold from the reference price, the vault is automatically halted. | Parameter | Value | | ------------------- | ---------------------- | | Deviation Threshold | 15 bps | | Reference Price | Last closing price | | Price Monitoring | OE DB; Inflight Server | | Action on Breach | Halt vault | *** # Media HYBOND Logo: # Risks ### Risks > ⚠️ Investing in HYBOND involves risks. Please read the full Risk Assessment document before investing. The following risk categories are applicable to HYBOND: #### Market Risk The underlying BNY Global Short-Dated High Yield Bond Fund is subject to market fluctuations. The NAV of HYBOND will vary in line with the performance of the underlying fund. #### Liquidity Risk Redemptions are subject to a **T+4 settlement period** and a **10% NAV gating limit per epoch**. In stressed market conditions, the ability to redeem may be delayed. #### Smart Contract Risk HYBOND operates on smart contracts deployed on Ethereum. These contracts may contain bugs or vulnerabilities. All contracts are subject to third-party security audits prior to mainnet deployment. #### Counterparty Risk HYBOND relies on BNY for fund custody and asset management, and on Coinbase/BitGo for crypto custody. Failure or insolvency of any service provider could impact investor assets. #### Regulatory Risk The regulatory landscape for tokenized real-world assets is evolving. Changes in applicable laws or regulations may affect HYBOND's operation or availability in certain jurisdictions. #### Oracle Risk The exchange rate is updated by an off-chain keeper bot and safeguarded by Price Guards. A failure or manipulation of the price feed could result in incorrect minting or redemption amounts. #### Operational Risk Manual processes — including KYC whitelisting, NAV updates, and fund wire transfers — introduce operational dependencies that may delay or disrupt normal vault operations. # Risk Disclosure ## Hybond Risk Disclosure ### Warning Statements, Disclosures and Risk Factors #### Warning Statements and Disclosures (i) Each of BNY Mellon, its Associates, each Fund, Administrator and Manager (the "BNY Fund Parties") shall not be liable and/or responsible to any of the customers of the Company (including the purchasers of the HYBOND token), or to intermediaries (if any) engaged in the distribution of the HYBOND token ("Product"). Any holders of the HYBOND token will not be treated as the holder of any shares in the BNY Mellon Global Short-Dated High Yield Bond Fund ("Fund"). (ii) The Company has no authority to act as agent, placement agent or distributor of the BNY Fund Parties. The Product has been independently developed by the Company and shall not be deemed to create a partnership or joint venture with the BNY Fund Parties. (iii) Investors should consider the investment objectives, risks, charges, and expenses of any financial product carefully before investing. (iv) The use of any Fund names in connection with the Product does not imply any affiliation with, or endorsement by, any third party. References in the Product User Agreement or the Website to specific companies and platforms are for illustrative purposes only. (v) The BNY Fund Parties do not and do not purport to make, and hereby disclaims, all representations, warranties or undertaking to any entity or person (including without limitation warranties as to the accuracy, completeness, timeliness, or reliability of the contents of the Product User Agreement or the Website, or any other materials published by the Company). To the maximum extent permitted by law, the BNY Fund Parties, shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including, without limitation, any liability arising from default or negligence on the part of any of them, or any loss of revenue, income or profits, and loss of use or data) arising from the use of the Product, or any other materials published, or its contents (including without limitation any errors or omissions) or otherwise arising in connection with the same. Prospective acquirors of the Product should carefully consider and evaluate all risks and uncertainties (including financial and legal risks and uncertainties) associated with the distribution of the Product. The Product: (a) does not represent or confer on the holder of the Products any right of any form with respect to the BNY Fund Parties, or its revenues or assets, including without limitation any right to receive future dividends, revenue, shares, ownership right or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property or licence rights), right to receive accounts, financial statements or other financial data, the right to requisition or participate in shareholder meetings, the right to nominate a director, or other financial or legal rights or equivalent rights, or intellectual property rights or any other form of participation in or relating to the Product, the Company, the distributor and/or their service providers; (b) is not intended to be a representation of money (including electronic money), security, commodity, bond, debt instrument, unit in a collective investment scheme or any other kind of financial instrument or investment; (c) does not provide the Product holder with any ownership or other interest in the Fund. Notwithstanding the Product distribution, users have no economic or legal right over or beneficial interest in the assets of the Fund. (vi) Each of the BNY Fund Parties does not take part in the development, creation, maintenance and trading of the Products. (vii) Each of the BNY Fund Parties is not the issuer, distributor, placement agent of the Products, and the Products are not sponsored, recommended, endorsed, guaranteed or otherwise financially backed by any of the BNY Fund Parties. *** #### Risk Factors 1\) HYBOND Reserves risk: HYBOND Reserves comprise the shares of the BNY Mellon Global Short-Dated High Yield Bond Fund which is an open-end fund incorporated in Ireland that aims to deliver positive returns greater than the Cash Benchmark on a rolling 3-year basis. The fund invests primarily in high-yielding bonds with maturities or expected maturities within 3 years, focusing on visible cashflows and issuers seeking to refinance their debt within a two-year time horizon. The strategy emphasizes credit risk management by avoiding lower-rated CCC-category issuers (except subordinated debt of higher-rated companies), targeting an attractive risk-adjusted yield profile with historically low default rates compared to the broader high yield market ("SDHYBF"). This presents a number of risks associated with the Reserve Assets which include risks that the underlying assets backing the Reserve Assets may lose value due to various factors, such as counterparty risks, market events, including events that could lead to loss of collateral value, similarly, defaults of counterparties may potentially lead to the market value of the security to decline causing the underlying issuer to lose money. These risks of the underlying assets held by the SDHYBF include: a. Product Suitability — This product is a complex investment product and may not be suitable for all users. Tokens represent an indirect economic exposure to a high-yield bond fund and are subject to credit risk, market risk, liquidity risk, and operational risk. High-yield bonds carry a higher risk of default and price volatility compared to investment-grade bonds, particularly during periods of market stress. Tokens are not principal-protected and investors may lose part or all of their invested capital. Liquidity is dependent on the redemption policies and liquidity conditions of the underlying fund, and redemptions may be delayed, restricted, or suspended in certain circumstances. Users should carefully consider their investment objectives, risk tolerance, liquidity needs, and financial circumstances before acquiring Tokens. OED does not provide investment, legal, or tax advice. Users are solely responsible for determining whether this product is appropriate for them. b. Bond Market Risk — SDHYBF invests primarily in high-yielding bonds with relatively short maturities (generally within 3 years). Changes in interest rates, credit conditions, and market sentiment can cause significant fluctuations in bond values. Rising interest rates typically reduce bond prices, while falling rates may increase them. SDHYBF may experience substantial losses if market conditions deteriorate or if interest rates move sharply and unexpectedly. c. Credit Risk — Credit risk is the risk that an issuer of a bond will fail to make timely payments of principal and interest or will default on its obligations entirely. High-yield bonds (commonly referred to as "junk bonds") carry a higher risk of default than investment-grade bonds. The Fund invests in bonds with credit ratings below Baa3 or equivalent by Recognized Rating Agencies, reflecting greater default probability. An economic downturn or sustained period of rising interest rates can significantly increase credit default risk, particularly for highly leveraged issuers. In the event of issuer default, SDHYBF may recover only a portion of its principal investment after lengthy bankruptcy proceedings. d. High Yield / Sub-Investment Grade Securities Risk — Lower-rated securities generally carry higher yields to compensate investors for increased credit risk. However, they typically exhibit: * Greater volatility and price sensitivity to economic conditions * Lower liquidity and trading volume * Wider bid-ask spreads * Reduced availability of buyers in market downturns * Higher likelihood of significant loss of principal and interest During market stress or economic recession, the market for high-yield securities can become highly illiquid, potentially preventing SDHYBF from exiting positions at favorable prices, which may result in a potential loss in value of the underlying bonds. SDHYBF may be unable to execute redemptions on a timely basis if the underlying bonds cannot be liquidated. e. Interest Rate Risk — The value of bonds is inversely related to interest rate movements. SDHYBF held bonds, while generally short-dated, remain subject to interest rate risk. If interest rates rise significantly, the market value of SDHYBF's bond holdings will decline, potentially resulting in losses if securities must be sold before maturity. The reduction in value could be rapid and severe during periods of rising rate expectations. Conversely, if interest rates fall, bond values may increase, but capital appreciation may be limited if redemptions are requested. f. Liquidity Risk — SDHYBF may invest in bonds with limited trading liquidity, particularly in emerging market debt, corporate bonds in distressed sectors, or bonds issued by smaller corporations. In stressed market conditions, such bonds may become illiquid, with wide price discrepancies between bid and ask prices. This may result in: * Inability to exit positions at desired prices or within desired timeframes * Significant trading costs and execution delays * Net Asset Value volatility * Difficulty meeting redemption requests from HYBOND Token holders * Forced sales at distressed prices Liquidity risk is particularly acute for longer-dated or more complex bond instruments held by SDHYBF. This liquidity risk is also passed through to holders of the HYBOND token making redemption of the HYBOND also dependent on the underlying SDHYBF. g. Duration and Maturity Extension Risk — While SDHYBF targets short-dated bonds (within 3 years), bonds may incorporate embedded options (callable or convertible features). Callable bonds carry prepayment risk if interest rates fall and issuers refinance at lower rates, limiting upside potential. Conversely, extension risk may occur if interest rates rise and issuers defer refinancing, extending the effective maturity beyond original expectations. Extension risk is particularly problematic in rising rate environments where bond prices have already declined. h. Currency Risk — SDHYBF may invest in non-USD denominated bonds without hedging currency exposure. Exchange rate fluctuations can materially impact returns for USD-based investors. If foreign currencies depreciate against the USD, the USD value of returns from non-hedged bonds will be reduced. Conversely, currency appreciation can enhance returns. Currency risk is particularly acute for emerging market debt holdings. i. Credit Spread Risk — Credit spreads (the difference in yield between high-yield bonds and government bonds of similar maturity) can widen significantly during periods of market stress, reducing bond prices. Economic uncertainty, sector downturns, geopolitical events, or systemic financial stress can cause rapid credit spread expansion, resulting in substantial losses even if issuers do not default. During financial crises, credit spreads have widened dramatically, causing sharp declines in high-yield fund values. j. Subordinated Debt Risk — SDHYBF may invest in subordinated debt securities, which have lower repayment priority than senior debt in bankruptcy or liquidation scenarios. Subordinated debt holders rank below senior creditors and unsecured creditors in the capital structure. These securities carry materially higher default risk and typically experience greater losses in distress scenarios. Coupon payments may be deferred or permanently reduced at issuer discretion. In the event of issuer failure, subordinated debt holders may recover little to no principal. k. Emerging Markets Risk — SDHYBF may invest more than 20% of NAV in emerging market debt securities. These investments are subject to: * Greater political and economic instability * Currency volatility and devaluation risk (including potential capital controls) * Less regulatory oversight and disclosure requirements * Higher credit risk and prevalence of sovereign debt * Lower market liquidity and wider spreads * Greater settlement and counterparty risks * Risk of default by sovereign issuers Emerging market bonds can experience sharp price declines during periods of global financial stress or regional political turmoil. Geopolitical events, changes in government policy, or currency crises can rapidly impair bond values. l. Convertible Securities Risk — SDHYBF may hold convertible bonds that can be converted into or exchanged for equity securities. Such securities are subject to: * Equity price volatility from underlying conversion features * Credit risk of the bond issuer * Conversion risk if conversion features are exercised * Illiquidity relative to traditional bonds or equities * Risk that conversion features expire worthless The value of convertible bonds depends on both bond characteristics and underlying equity value, creating complex risk dynamics. If underlying equity prices decline significantly, the equity conversion option becomes worthless and the bonds revert to being valued primarily as unsecured debt. m. Asset-Backed and Mortgage-Backed Securities Risk — SDHYBF may invest in asset-backed securities (ABS) or mortgage-backed securities (MBS) collateralized by pools of mortgages or other debt. Such investments are subject to: * Prepayment risk (if interest rates fall, prepayments accelerate, reducing returns) * Extension risk (if interest rates rise, prepayments slow, extending duration) * Collateral quality deterioration * Default risk of underlying mortgagors or obligors * Limited transparency into collateral composition and quality * Complex valuation methodologies * Potential for rapid deterioration during housing market downturns In economic downturns, housing prices and mortgagor incomes may decline, increasing default risk on underlying mortgages. During the 2008-2009 financial crisis, MBS and ABS suffered severe losses. n. Counterparty Risk — SDHYBF uses financial derivative instruments (FDI), including credit default swaps, interest rate swaps, and total return swaps, for investment and hedging purposes. These instruments create exposure to counterparty credit risk — the risk that counterparties fail to perform their obligations under derivative contracts. Counterparty default could result in: * Loss of unrealized gains on favorable positions * Inability to hedge downside risks * Operational disruption and forced liquidation * Inability to recover collateral or posting margin Even counterparties with investment-grade ratings are subject to failure risk during systemic financial crises. o. Use of Financial Derivative Instruments Risk — SDHYBF may use FDI including futures, options, forward contracts, swaps, and credit default swaps for investment, hedging, and efficient portfolio management. FDI involve risks including: * Leverage effects — FDI can amplify losses if markets move unfavorably * Basis risk — imperfect correlation between hedging instruments and underlying exposures * Liquidity risk — inability to exit FDI positions in illiquid markets * Valuation risk — difficulty in determining fair value for OTC derivatives * Regulatory risk — changes in derivatives regulation affecting availability and costs * Model risk — errors in valuation models or market assumptions Use of leverage through FDI magnifies potential losses and increases SDHYBF volatility. Losses from FDI can exceed the initial investment in such FDI. p. OTC Derivatives Risk — Much of the Fund's derivatives trading occurs in over-the-counter (OTC) markets rather than regulated exchanges. OTC derivatives are subject to: * Absence of exchange-guaranteed settlement (counterparty risk) * Limited regulatory oversight * Less liquid markets with wide spreads * Difficulty closing positions * Risk of disputes over contract terms * Lower transparency in pricing OTC derivatives may not be possible to liquidate quickly or at favorable prices, particularly during market stress. q. Short Selling / Synthetic Short Exposure Risk — SDHYBF may take synthetic short positions through derivatives to hedge long exposures or express negative market views. Short selling creates asymmetric risk — while long positions have limited downside (floor at zero), short positions theoretically have unlimited loss potential if markets move higher. Short positions reduce SDHYBF's overall long equity/bond exposure and may result in significant losses during market rallies. The cost of holding short positions through borrowing or derivatives can be significant during extended bull markets. r. Market Disruption and Systemic Risk — During periods of severe market disruption (financial crises, pandemics, natural disasters, geopolitical shocks), bond markets can experience: * Loss of liquidity with few willing buyers or sellers * Extreme price volatility disconnected from historical relationships * Clearing and settlement delays * Reduced financing availability from banks and dealers * Forced liquidations at distressed prices * Contagion effects across asset classes and geographies * Central bank intervention and policy uncertainty These conditions may prevent SDHYBF from exiting positions or meeting redemption requests timely. Examples of the severity of potential market disruptions include the 2008-2009 financial crisis and 2020 COVID-19 pandemic. s. Valuation Risk — SDHYBF holds some positions in illiquid or thinly traded bonds with no active secondary market. Such securities are valued by the manager of the SDHYBF in good faith based on estimated probable realization value. These valuations are inherently uncertain and may not reflect actual sale prices. Errors in valuation methodology or data can result in: * Inaccurate Net Asset Value calculation * Investor subscription at inflated prices or redemption at deflated prices * Regulatory compliance violations * Disputes with regulators regarding fair value determinations t. Economic Downturn and Recession Risk — High-yield securities are particularly sensitive to economic cycles. During recessions, corporate earnings decline, debt service becomes more difficult, and default rates rise sharply. SDHYBF experienced significant losses during previous recessions (including 2008-2009 and 2020) and may experience similar losses in future downturns. Highly leveraged companies in SDHYBF's portfolio are particularly vulnerable to economic stress. The greater the leverage of issuers in the portfolio, the greater the default risk during downturns. u. Sector Concentration Risk — SDHYBF may at times have significant concentration in specific industries or sectors (energy, telecommunications, retail, financial services, automotive, etc.). Adverse developments specific to these sectors can materially impact SDHYBF performance. Sector-specific risks include: * Technological disruption (retail, automotive, media) * Regulatory changes (energy, financials, healthcare) * Commodity price volatility (energy, materials, agriculture) * Consumer preference shifts (retail, automotive, energy) * Geopolitical impacts (energy, transportation, defense) Significant sector concentration increases portfolio volatility and drawdown risk during sector-specific downturns. v. Regulatory and Compliance Risk — SDHYBF is subject to extensive regulation in multiple jurisdictions. Changes in regulations affecting bond markets, derivative usage, disclosure requirements, or market conduct can: * Increase operational costs * Restrict investment strategies * Trigger forced liquidations * Create compliance violations * Result in fines and penalties * Reduce fund returns Regulatory changes may be implemented retroactively or with limited notice. Recent regulatory changes affecting high-yield bond market participants, including enhanced transparency requirements and derivative regulations, have increased compliance costs. w. Investment Manager Performance Risk — SDHYBF's performance is dependent on the investment management expertise and judgment of its appointed fund manager and/or sub-manager. There is no guarantee that the investment manager's analytical and trading decisions will be correct or will produce results superior to market benchmarks. Changes in key personnel, investment processes, or strategy could materially impact SDHYBF performance. Underperformance relative to benchmarks is possible, particularly during certain market cycles. x. Loss of Underlying Assets of the Reserve Assets — The aforementioned assets that make up the underlying assets that the SDHYBF invests in and holds in its custodian accounts may also be lost or inaccessible due to various factors including, without limitation, discovery of wrongful conduct, digital attacks, insolvency of the Issuer and other factors outside of the HYBOND Issuer's control. *** 2\) High-Yield Bonds in Digital Asset Format: The HYBOND combines the risks of high-yield bond investing with emerging blockchain technology risks. During systemic financial crises, multiple risks can compound: * Credit defaults among bond issuers (see Paragraph 1b, 1c, 1s of Risk Schedule) * Market illiquidity affecting redemptions (see Paragraph 1e of Risk Schedule) * Platform technical failures during peak redemption demand (see Paragraph 19, 20 of Risk Schedule) * Regulatory intervention (see Paragraph 22 of Risk Schedule) Multiple simultaneous failures could result in total loss of HYBOND Token value with no ability to redeem underlying reserve assets due to platform failures or SDHYBF redemption suspensions. *** #### Digital Asset and Platform Risks 3\) Structural / Legal Relationship — Tokens represent an indirect economic interest in the underlying high-yield bond fund and do not confer any direct legal, ownership, voting, or enforcement rights in the fund. Investors do not hold shares of the fund directly and have no contractual relationship with the fund manager, custodian, or service providers of the underlying fund. All subscriptions, redemptions, and exchanges are executed through OED, acting on behalf and for the Segregated Account HYBOND, which acts as the legal owner of the fund shares. Investors' rights and claims are therefore limited to their holdings in the Tokens and are subject to the terms of the User Agreement. The economic performance of the Tokens depends on the performance of the underlying fund, but investors bear the risk that OED's obligations, operational processes, or errors may affect the timing or amount of redemptions. 4\) Tokenization Risk — The HYBOND Token represents a digital token encoding the economic exposure to the SDHYBF. Technical risks associated with the tokenization process include: * Smart contract vulnerabilities or bugs causing loss of funds * Blockchain protocol failures affecting token transactions * Token supply errors or mismatches with underlying Fund assets * Redemption mechanism failures preventing timely conversions * Wallet compatibility issues preventing token transfers Technological failure could result in loss of HYBOND Token value, inability to redeem, or fraudulent token creation. Smart contract audits, while helpful, do not eliminate all technical risks. 5\) Blockchain Technology Risk — The use of blockchain technology entails inherent risks, such as irreversible transactions, which may lead to permanent loss of assets in cases of errors or unauthorized transactions. The HYBOND Token operates on blockchain networks (Ethereum and/or other chains) controlled by distributed networks rather than centralized entities. Risks include: * 51% attacks on the blockchain enabling token theft or manipulation * Consensus mechanism failures reducing network security * Blockchain forks or chain splits creating token confusion * Network congestion and transaction delays * Reduced security if network validators decrease significantly * Potential regulatory restrictions on blockchain use Blockchain technology, while secure in many cases, remains relatively novel and is subject to evolving security threats and regulatory uncertainty. 6\) Fork risk: The permissionless nature of blockchains means that existing supported blockchains may fork. Where such forks occur, the same may or may not be able to be supported by the Issuer, resulting in the potential loss of the Digital Assets/HYBOND tokens on such forked blockchains. The Issuer will inform users in advance in case new forks are supported, so that Users can track the blockchains where ownership of assets continues to be supported for redemptions. 7\) Smart Contract Risk: Smart contracts used on the Platform may contain vulnerabilities or unforeseen issues that could result in asset loss or disruptions to our products and services. The Issuer has taken steps to mitigate such risks, including audits and monitoring, but no smart contract is risk free. 8\) Liquidity and Listing risk: Market fluctuations, changes in listing status, or other factors may impact the liquidity and value of digital assets and/or HYBOND tokens held in your Wallet, or used to transact on the Platform. 9\) Exchange risk: The loss or compromise of digital asset exchanges may result in disruptions to our products and services, particularly where such platforms are utilized to support HYBOND operations. 10\) Trading Risk: Trading digital assets involves inherent risks, including market volatility, and may result in the loss of some or all of your assets. 11\) Banking Risk: Changes in banking relationships or regulations may impact the availability of our products and services, including the ability to deposit or withdraw fiat currency. 12\) No Deposit Insurance: The Issuer does not provide deposit insurance, and digital assets held in your account or non-custodial wallets are not insured against loss. 13\) Insurance: We have obtained Director & Officers as well as Errors & Omissions insurance coverage in respect of our business operations. 14\) Third Party Platform risk: While HYBOND Token currently is issued as a permissioned token and non transferable to non-whitelisted customers of the Issuer, and no secondary market exists for the HYBOND token, future changes may permit/enable third party platforms to integrate the HYBOND Token on a permissionless basis. This may lead users interacting with malicious contracts or contracts with security features that have not been assessed by the Issuer. The Issuer is not liable for any User losses related to the usage of 3rd party platforms which support or purport to support the HYBOND Token. 15\) Blocked addresses, Blacklisting and Forfeited funds: The Issuer reserves the right to block certain addresses if it determines, in its sole discretion, that they may be associated with illegal activity or activity violating the terms of the User Agreement. If you send or receive HYBOND to/from a Blocked or Blacklisted Address, the Issuer may take steps to suspend or terminate your Platform Account. In certain cases, the Issuer may report suspected illegal activity to law enforcement agencies, which could result in the forfeiture of rights associated with your HYBOND, including redemption for USD or supported stablecoins. The Issuer may also be required to surrender HYBOND associated USD if mandated by a legal order from a valid government authority. 16\) Termination Risk: You may be unable to withdraw or transfer HYBOND prior to our termination of the provision of any products or services, including access to your Platform Account, in which case, you may be unable to redeem HYBOND after your Platform Account has been terminated. 17\) Inaccuracies Risk: Any HYBOND may be lost if sent to the wrong address (for example, but without limitation, if the address is improperly formatted contains errors, or is intended to be used for a different type of digital asset). Any HYBOND may be lost if sent to a correct address but the recipient does not act as intended. Your transaction request or email to us or via the Platform may be lost, intercepted or altered during transmission. 18\) Custody and Safekeeping Risk: The HYBOND Reserve Assets are held in custody with regulated custodians. Risks include: * Custodian insolvency or operational failure * Loss, theft, or misappropriation of assets * Inadequate insurance or indemnification * System failures preventing asset access * Segregation failures mixing HYBOND reserve assets with custodian assets or other client assets * Custodian involvement in fraudulent schemes Custodian failure could result in total loss of assets despite contractual protections. Investors are dependent on custodian financial strength and internal controls. 19\) Private Key and Wallet Risk: Users are responsible for securing private keys and seed phrases controlling their Wallet addresses. Risks include: * Loss of private keys through user error, device failure, or theft * Unauthorized access to Wallets through phishing, malware, hacking, or social engineering * Inability to recover lost or stolen credentials * Loss of all HYBOND Token if Wallet access is permanently lost * Risk of compromised Wallets sending tokens to incorrect addresses The Issuer cannot recover funds lost due to user mismanagement of private keys. Users who lose access to their private keys may permanently lose access to their HYBOND Tokens. 20\) Platform Technology Risk: The Platform's operation depends on software, networking infrastructure, and third-party systems. Risks include: * Software bugs or vulnerabilities enabling unauthorized access or fund transfers * System outages or degraded performance preventing minting/redemption * Denial-of-service attacks disrupting Platform availability * Database failures causing loss of transaction records * API failures interfering with redemption capabilities * Third-party vendor failures impacting Platform operations Platform failures could prevent users from minting or redeeming HYBOND for extended periods, potentially during critical market windows. 21\) Redemption Processing Risk: While the Issuer commits to processing HYBOND Token redemptions within T+4 Irish business days, this is subject to liquidity availability and absence of "abnormal conditions" as defined in the User Agreement as well as significant redemption requests exceeding available liquidity. During market stress, redemption processing may be delayed or suspended, preventing timely access to underlying value. Extended redemption suspensions occurred during the 2008-2009 financial crisis for certain high-yield funds. 22\) NAV Volatility and Tracking Error — The HYBOND Net Asset Value fluctuates with the performance of the SDHYBF. The SDHYBF NAV changes daily based on bond market movements. Users may experience significant intra-day and day-to-day NAV volatility, particularly during periods of market stress or heightened volatility in high-yield bond markets. HYBOND may not track the Underlying Fund NAV perfectly due to: * Fees and expenses specific to the token * Redemption/creation delays * Basis risk between token trading price and underlying NAV * Technical glitches in valuation mechanisms 23\) Regulatory and Legal Uncertainty: Any digital asset such as HYBOND Token may decrease in value or lose all of its value due to legislative or regulatory activity, or other governmental or regulatory action. Governmental and regulatory authority regulation of digital assets are unsettled and rapidly evolving. Changes in laws or regulations in your jurisdiction or internationally, including those that may impact the SDHYBOND (as the issuer of the HYBOND Reserve Assets) may impact your ability to use our Platform or the HYBOND or the legal status of your digital assets. Future regulatory developments may: * Restrict or prohibit digital asset issuance * Impose additional regulatory requirements or limitations on HYBOND * Require token migration or conversion to new protocols * Trigger forced redemptions or unwinding * Create tax implications or compliance obligations * Subject the token to securities law if deemed a security in certain jurisdictions Regulatory action could materially and adversely affect HYBOND value and functionality. Several jurisdictions have proposed or implemented restrictions on digital assets and other tokenized instruments. 24\) Counterparty Risk with Platform Operator: Users are dependent on the financial stability and operational competence of the Issuer and Platform operator. Risks include: * Issuer financial insolvency * Operational failures preventing redemptions * Misappropriation of assets by Issuer or employees * Breach of key service provider agreements * Conflicts of interest affecting token management The Issuer's failure could result in inability to redeem tokens or recover assets despite underlying fund value. 25\) AML/KYC Compliance and Account Closure Risk: Users must comply with KYC/AML requirements and provide ongoing documentation. Risks include: * Account suspension or closure for AML/KYC violations * Freezing of assets during investigation periods * Loss of access to HYBOND held in frozen accounts * Denial of redemption requests pending investigation * Potential liability for sanctions violations or financial crime Users found to violate AML/KYC requirements may lose access to their ability to mint or redeem HYBOND indefinitely, or on a case by case basis, be subject to regulatory action. 26\) Concentration Risk: HYBOND may become concentrated in holdings of large institutional investors. Significant redemptions by large holders could: * Trigger liquidity issues for SDHYBOND * Force liquidation of illiquid bond positions at unfavorable prices * Create NAV volatility affecting remaining HYBOND holders * Disrupt the HYBOND tracking of the SDHYBF 27\) Settlement & Operational Risk: The issuance and redemption of the Tokens rely on multiple operational processes across digital asset infrastructure and traditional financial systems, including digital asset transfers, fiat conversion, banking settlement, and interaction with the underlying fund. Disruptions, delays, or failures may occur at any stage due to system outages, manual errors, third-party service provider issues, banking cut-off times, or payment and settlement disruptions. Differences in operating hours between digital asset markets and traditional financial institutions may further delay settlement or reconciliation. As a result, HYBOND token issuance or redemption may be delayed, partially processed, or, in exceptional circumstances, suspended. Any targeted settlement timelines, including references to T+4 settlement under normal conditions, are indicative only and not guaranteed. Such delays or reconciliation differences do not constitute a default or breach by us. 28\) Tax and Regulatory Treatment Uncertainty: The tax treatment of HYBOND holdings remains uncertain in many jurisdictions. Risks include: * Unfavorable tax characterization (e.g., ordinary income vs. capital gains) * Deemed sale events for tax purposes during rebasing * Difficulty valuing token for tax reporting * Retroactive tax law changes affecting holders * Compliance burdens with foreign tax reporting requirements Users should consult tax advisors regarding their specific tax treatment of HYBOND holdings. 29\) Reliance Risk: There are various risks you assume in relying on any text, graphics, user interfaces, information, data, tools, products, services, and other content (collectively, the "Content") provided by the Issuer via the Platform, social media accounts of the Issuer or its officers ("Social Media Accounts"), or any other means, including: a. That all Content provided by the Issuer whether directly or through Social Media Accounts is for informational purposes only and do not constitute recommendations that you purchase, sell, redeem, or hold HYBOND or that you pursue any strategy in respect of HYBOND. Nothing on the Platform or Social Media Accounts is intended to be, and you should not consider any of the Content provided to be, trading, investment, accounting, tax, legal, or professional advice of any kind and you are advised to seek appropriate professional advice before taking any action concerning HYBOND. b. Where relevant, any Content posted or made available is intended to be current as of the date it is posted/made available unless otherwise specified. c. While reasonable efforts are made to provide accurate Content, such Content may be inaccurate, outdated, or otherwise inappropriate at the time of consumption and we have no obligation to update or correct such Content on the Platform or our Social Media Accounts. d. Content posted on the Platform may be changed at any time without notice to you. e. The Issuer is not liable for any action or decision taken or made in reliance of any Content and you expressly agree to the same. f. The Platform (or portions thereof) may not always be available or function properly at any time. g. While the Issuer makes reasonable efforts and employs appropriate safeguards to avoid technological problems, the Platform may at any time, be affected and/or may inadvertently be the source of technological problems such as viruses and other damaging computer or network based attacks. h. problems or issues affecting third party software, networks, protocols, systems, and other technology including, any blockchain which has not been created by or for us ("Third-Party Technology") which permits interaction with the HYBOND and you expressly agree that the Issuer shall not be liable in such instances. i. While reasonable security precautions are made with respect to communications with Users, the Issuer specifically disclaims liability for any interception of data or communications between Users and the Platform.
# Smart Contract Addresses ### Ethereum | Contract | Contract Address CA | | --------------------- | ------------------------------------------ | | HYBOND Token (ERC-20) | 0x67C312A26695EA9842bBCF1e1d0Ee64694E42Db6 | | HYBONDExpress | 0x97dc260c7fb513Dd528E0eDe57a06BDcbF12F522 | # Legal This segment will cover the following: 1. User Agreement 2. AML/CFT 3. Cookies Policy 4. Electronic Signature Policy 5. Privacy Policy --- [Next Page](/llms-full.txt/1)