Effective Date: 09.12.2025
Last Updated: 09.12.2025

1. Agreement to Terms

Welcome to OROKAI. These Terms of Service ("Terms") govern your use of our website, applications, and services (collectively, the "Services").

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

Who May Use the Services:
You must be at least 18 years old (or the age of majority in your jurisdiction) and legally capable of entering into binding contracts.

2. What OROKAI Is (and Isn't)

2.1. Software Platform — Not a Financial Service

OROKAI is a non-custodial software layer that:

• Aggregates information about DeFi protocols across multiple blockchains

• Helps you prepare transaction intents (sequences of blockchain operations)

• Displays estimated costs, routes, and risks

• Provides informational AI-powered suggestions

OROKAI does NOT:

• Hold, control, or access your funds or private keys

• Execute transactions on your behalf

• Act as a broker, custodian, bank, or financial institution

• Provide investment, legal, or tax advice

• Guarantee returns, rates, or outcomes

2.2. Self-Custody Model

You maintain full control over your assets and private keys at all times. You sign every transaction in your own wallet. OROKAI cannot:

• Access your wallet

• Move your funds

• Recover lost keys or reverse transactions

• Override your decisions

2.3. Informational-Only AI Agent

Our AI Agent analyzes your declared preferences and market conditions to suggest strategies. These suggestions are:

• Informational only — not investment advice

• Variable and non-guaranteed — based on external protocol parameters

• Require your signature — the AI cannot execute anything automatically

3. Services and Features

3.1. Core Features

• Multi-Chain Support: Ethereum, BNB Chain, Base, Polygon, Solana, Cosmos (selected zones)

• Protocol Aggregation: Access to vetted DeFi protocols (staking, lending, DEX) via allow-list

• Transaction Preparation: Step-by-step guidance through approve → swap → deposit/stake flows

• Cost Transparency: Pre-signature display of gas, fees, slippage estimates

• Optional USDT Settlement: Rewards may be claimed and converted to USDT via DEX (user signs each step)

• One-Click Migrations: Composed flows (withdraw → bridge → swap → deposit) across chains

3.2. Partner-Provided Features

The following are provided by licensed third parties under their own terms:

• Fiat On/Off-Ramp: Buy/sell crypto with fiat currency (KYC/AML by partner)

• Payment Cards: Virtual/physical cards for spending (issued by licensed partner; PCI DSS compliance by partner)

OROKAI provides only the software interface; we are not a party to settlements, do not process PAN/CVV, and do not conduct KYC/AML for these features.

3.3. Affiliate Program

You may participate in our revenue-sharing affiliate program:

• Earn a percentage of fees generated by referred users (DEX swaps, migrations, on/off-ramp components where permitted)

• Payouts in USDT, subject to anti-fraud review and minimum thresholds

• This is a product-based revenue share, not interest or guaranteed income

• Subject to separate Affiliate Program Terms

4. Geographic Restrictions and Eligibility

4.1. Prohibited Jurisdictions

The Services may be restricted or unavailable in certain jurisdictions due to legal or regulatory constraints. You may not use the Services if you are located in, or a resident of:

• Jurisdictions subject to comprehensive sanctions (e.g., OFAC-sanctioned countries)

• Jurisdictions where use of DeFi services is prohibited by local law

4.2. Feature-Specific Restrictions

• Fiat/Card Features: Available only where our licensed partners operate and comply with local regulations

• Certain Protocols/Assets: May be restricted based on local securities or financial services laws

4.3. Your Responsibility

You are responsible for determining whether your use of the Services complies with applicable laws in your jurisdiction. You must not:

• Use VPNs or other tools to circumvent geographic restrictions

• Misrepresent your location or identity

• Use the Services on behalf of sanctioned individuals or entities

Violations may result in immediate account suspension and loss of access.

5. Accounts and Security

5.1. Account Creation

To use certain features, you may need to create an account by providing:

• Email address

• Wallet address(es) you wish to connect

• Preferences (language, risk settings, etc.)

You must provide accurate information and keep it updated.

5.2. Wallet Connection

You connect your own wallet (e.g., MetaMask, Phantom, Keplr) to the Services. OROKAI:

• Never requests or stores your private keys or seed phrases

• Accesses only public wallet addresses and blockchain data

• Cannot recover lost keys or undo transactions

"Zero-Setup Wallet" Option:
If you use our optional simplified onboarding, a wallet is generated on your device (e.g., smart wallet/MPC user-side). You retain control; OROKAI does not hold keys. You can export keys and migrate your assets at any time.

5.3. Account Security

You are responsible for:

• Safeguarding your login credentials and wallet access

• All activities conducted through your account

• Protecting against unauthorized access

Immediately notify us at security@orokai.com if you suspect unauthorized access.

6. User Responsibilities and Prohibited Conduct

6.1. Lawful Use

You agree to use the Services only for lawful purposes and in compliance with:

• These Terms

• All applicable laws and regulations

• Third-party protocol terms (DEX, bridges, lending platforms)

6.2. Prohibited Activities

You must not:

• Use the Services for money laundering, terrorist financing, or other illegal activities

• Attempt to access private keys, wallets, or funds of other users

• Interfere with or disrupt the Services (e.g., hacking, DoS attacks, exploiting vulnerabilities)

• Provide false information or impersonate others

• Circumvent geographic restrictions or sanctions screening

• Use the Services to manipulate markets or engage in fraud

• Exploit bugs or vulnerabilities for personal gain (please report via our bug bounty program)

• Use automated tools (bots, scrapers) without authorization

6.3. Sanctions Compliance

You represent and warrant that you are not:

• Listed on OFAC, EU, UN, or other sanctions lists

• Located in or acting on behalf of entities in sanctioned jurisdictions

• Involved in sanctioned activities

• Accepting or using funds from individuals or entities involved in OFAC/EU/UN/other sanctioned activities

We reserve the right to:

• Screen transactions and wallet addresses against sanctions databases

• Block access for sanctions compliance

• Freeze or return funds originating from sanctioned sources

• Report suspicious activity to relevant authorities

7. Risks and Disclaimers

Blockchain and DeFi involve significant risks. You acknowledge and accept:

7.1. Smart Contract Risks

• Protocols we integrate with operate via smart contracts that may contain bugs or vulnerabilities

• We conduct due diligence (audits, allow-lists), but cannot guarantee the security of external protocols

• Smart contract exploits could result in total loss of funds

7.2. Market and Price Risks

• Cryptocurrency prices are highly volatile

• Stablecoins may lose their peg

• DEX slippage and MEV (miner extractable value) may affect execution prices

• Returns are variable and not guaranteed; rates displayed are informational estimates

7.3. Bridge and Cross-Chain Risks

• Cross-chain bridges involve technical complexity and third-party trust assumptions

• Bridges may experience delays, failures, or security incidents

• Always verify destination chain, asset, and amounts before signing

7.4. Transaction Irreversibility

• Blockchain transactions are final and irreversible

• Sending funds to incorrect addresses or wrong chains may result in permanent loss

• OROKAI cannot reverse, cancel, or recover transactions

7.5. Regulatory Risks

• DeFi regulations are evolving and vary by jurisdiction

• Future legal changes may affect availability or legality of Services

• You are responsible for understanding and complying with your local laws

7.6. Operational Risks

• Network congestion may cause delays or high gas costs

• RPC node failures or blockchain reorganizations may affect data accuracy

• Partner services (on/off-ramp, cards) may experience outages or restrictions

7.7. No Guarantees

OROKAI does not guarantee:

• Uptime, availability, or uninterrupted access

• Accuracy of displayed information (quotes, APYs, gas estimates)

• Best execution, optimal routes, or lowest costs

• Compatibility with all wallets, devices, or browsers

• Success of transactions (you may experience failures, reverts, or insufficient gas)

• Principal protection, yield and return on investments

8. Fees and Payments

8.1. OROKAI Fees

We charge fees for certain Services:

• Interface Fees: For preparing transaction routes, DEX swap orchestration, migration flows

• Claim Fees: For claim execution

All fees are displayed before you sign transactions. Fees are subject to change; we will notify you of material changes.

8.2. Third-Party Fees

You are also responsible for:

• Gas fees (blockchain network transaction costs)

• Protocol fees (charged by external DeFi protocols)

• DEX fees (swap fees charged by decentralized exchanges)

• Bridge fees (cross-chain messaging/transfer costs)

• Partner fees (on/off-ramp providers, card issuers)

These fees are outside OROKAI's control and are set by third parties.

8.3. Payments

Fees are settled:

• On-chain: Deducted from transaction amounts or paid in native gas tokens

• Off-chain: Invoiced for B2B/API access (payable per agreement)

All fees are non-refundable except where legally required or at our sole discretion.

9. No Investment Advice

9.1. Informational Discovery Purposes Only

All information provided through the Services — including:

• AI Agent recommendations

• Protocol comparisons

• APY/APR displays

• Strategy suggestions

— is for informational purposes only and does not constitute:

• Investment, financial, legal, or tax advice

• A recommendation to buy, sell, or hold any asset

• An endorsement of any protocol, strategy, or asset

9.2. Your Responsibility

You are solely responsible for:

• Conducting your own research and due diligence

• Evaluating risks and suitability of strategies

• Making investment decisions

• Consulting qualified professionals (financial advisors, tax accountants, legal counsel)

9.3. No Fiduciary Relationship

OROKAI does not act as a fiduciary, advisor, or agent. We have no duty to advise you or act in your best interest beyond providing software tools.

10. Intellectual Property

10.1. OROKAI's IP

The Services, including all content, features, software, designs, trademarks, and logos, are owned by OROKAI or our licensors and protected by intellectual property laws.

You may not:

• Copy, modify, distribute, or reverse-engineer our software

• Use our trademarks or branding without permission

• Create derivative works based on the Services

10.2. Your License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for personal, non-commercial purposes, subject to these Terms.

10.3. Feedback

If you provide feedback, suggestions, or ideas, you grant us an unrestricted, perpetual, royalty-free license to use them without compensation or attribution.

11. Privacy and Data

Your privacy is important to us. Please review our Privacy Policy for details on how we collect, use, and protect your information.

Key Points:

• We practice privacy-by-design and collect minimal data

• We never access your private keys or seed phrases

• Blockchain data is inherently public and immutable

• You have rights to access, correct, and delete your personal data (subject to legal obligations)

12. Third-Party Services and Integrations

12.1. External Protocols

The Services integrate with third-party DeFi protocols (DEX, lending, staking, bridges). These protocols:

• Operate independently of OROKAI

• Have their own terms, risks, and governance

• Are selected based on our allow-list criteria (audits, reputation, liquidity)

We are not responsible for:

• Actions, errors, or failures of external protocols

• Changes to protocol terms, fees, or operations

• Security breaches or exploits affecting protocols

• Any losses, damages, or costs you may incur as a result of the above circumstances

• Loss of funds due to smart contract vulnerabilities in external protocols

• Depeg events, liquidity crises, or market failures of external assets (LST, stablecoins, wrapped tokens)

• Bridge failures, delays, or loss of funds during cross-chain transfers

• MEV (Maximal Extractable Value) attacks, sandwich attacks, or front-running

• Oracle failures or price manipulation affecting external protocols

Important: OROKAI operates as non-custodial software. We provide tools to interact with external DeFi protocols, but we do not control, operate, or guarantee these protocols. You acknowledge that:

• All DeFi interactions carry inherent risks

• On-chain transactions are irreversible

• You are solely responsible for verifying protocol safety and understanding associated risks

• We display risk warnings and protocol information, but this does not constitute a guarantee or recommendation

• You use external protocols at your own risk

12.2. Licensed Partners (Fiat/Cards)

Fiat on/off-ramp and card services are provided by licensed third parties:

• They conduct KYC/AML and process payments

• They set fees, limits, and terms

• They ensure PCI DSS and regulatory compliance

OROKAI is a software interface only; we are not a payment service provider, bank, or card issuer.

12.3. Links to Third Parties

The Services may contain links to third-party websites or services. We do not control or endorse them. Review their terms and privacy policies before use.

13. Disclaimers of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

WE DISCLAIM ALL WARRANTIES, INCLUDING:

• Merchantability, fitness for a particular purpose, and non-infringement

• Accuracy, completeness, or reliability of information

• Uninterrupted, secure, or error-free operation

• Results or outcomes from using the Services

We do not warrant that:

• The Services will meet your requirements

• Defects will be corrected

• The Services are free from viruses or harmful components

Your use of the Services is at your sole risk.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

14.1. Exclusion of Damages

OROKAI, ITS AFFILIATES, OFFICERS, EMPLOYEES, AND PARTNERS SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages

• Loss of profits, revenue, data, or goodwill

• Loss of funds due to smart contract failures, price volatility, user error, or protocol exploits

• Damages arising from reliance on information or recommendations

EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2. Liability Cap

Our total liability for all claims arising from or related to the Services shall not exceed the greater of:

• (a) Fees you paid to OROKAI in the 12 months before the claim, or

• (b) $100 USD

14.3. Basis of the Bargain

These limitations reflect the allocation of risk between you and OROKAI and are a fundamental basis of our agreement.

14.4. Jurisdictional Exceptions

Some jurisdictions do not allow exclusions or limitations of certain warranties or liabilities. In such cases, our liability is limited to the maximum extent permitted by law.

15. Indemnification

You agree to indemnify, defend, and hold harmless OROKAI, its affiliates, officers, employees, contractors, and partners from any claims, losses, damages, liabilities, costs, and expenses (including legal fees) arising from:

• Your use of the Services

• Your violation of these Terms

• Your violation of applicable laws or third-party rights

• Your negligence or willful misconduct

• Transactions you sign or execute

We reserve the right to assume exclusive defense and control of any matter subject to indemnification, at your expense.

16. Modifications to Services and Terms

16.1. Service Changes

We may:

• Modify, suspend, or discontinue any feature or Service

• Update integrations, add/remove protocols from allow-lists

• Implement new fees or change fee structures

We will provide notice of material changes where feasible, but are not obligated to do so for minor updates or security-related changes.

16.2. Terms Updates

We may update these Terms from time to time. Changes will be effective:

• Immediately for minor clarifications or legal compliance

• After 30 days' notice for material changes

Continued use after changes indicates acceptance. If you disagree, discontinue use of the Services.

17. Termination

17.1. Termination by You

You may stop using the Services at any time. To close your account, contact support@orokai.com

Note: Blockchain transactions are permanent. Closing your account does not reverse or cancel on-chain activity.

17.2. Termination by OROKAI

We may suspend or terminate your access immediately, without notice, if:

• You violate these Terms

• We suspect fraud, illegal activity, or sanctions violations

• Required by law or regulatory authority

• You pose a security risk to the Services or other users

17.3. Effect of Termination

Upon termination:

• Your license to use the Services ends immediately

• You remain liable for fees, obligations, and indemnification

• Provisions that by nature should survive (disclaimers, limitations, disputes) remain in effect

Your assets remain in your control (we cannot seize or freeze them due to our non-custodial model).

18. Dispute Resolution and Governing Law

18.1. Governing Law

These Terms are governed by the laws of [TBD: Jurisdiction], without regard to conflict of law principles.

18.2. Arbitration Agreement (Optional — Adapt by Jurisdiction)

You and OROKAI agree to resolve disputes through binding arbitration, not courts, except:

• Small claims court matters (below jurisdictional limit)

• Injunctive or equitable relief for IP infringement or security breaches

Class Action Waiver:
You agree to bring claims only in your individual capacity, not as part of a class, consolidated, or representative action.

18.3. Exceptions to Arbitration

If arbitration is unenforceable or unavailable, disputes will be resolved in the courts of [TBD: Jurisdiction], and you consent to exclusive jurisdiction.

18.4. Informal Dispute Resolution

Before arbitration or litigation, contact us at legal@orokai.com to attempt good-faith resolution. We will respond within 30 days.

19. Miscellaneous

19.1. Entire Agreement

These Terms, together with the Privacy Policy and any supplemental terms (Affiliate Program Terms, API Terms), constitute the entire agreement between you and OROKAI.

19.2. Severability

If any provision is found unenforceable, the remainder of these Terms remains in full effect.

19.3. No Waiver

Our failure to enforce any right or provision does not constitute a waiver of that right.

19.4. Assignment

You may not assign or transfer these Terms without our consent. We may assign them to affiliates or successors.

19.5. Force Majeure

We are not liable for delays or failures due to causes beyond our reasonable control (network failures, blockchain forks, regulatory changes, natural disasters).

19.6. Language

These Terms are provided in English. Translations are for convenience; English version governs in case of conflicts.

20. Contact Information

Questions, feedback, or concerns? Contact us:

General Inquiries: support@orokai.com
Security Issues: security@orokai.com
Privacy Matters: privacy@orokai.com
Legal Questions: legal@orokai.com

21. Acknowledgment

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT:

✓ You have read, understood, and agree to these Terms
✓ You understand OROKAI is a non-custodial software platform, not a financial service
✓ You are solely responsible for your wallet, keys, and investment decisions
✓ Blockchain transactions involve significant risks, including total loss of funds
✓ OROKAI does not provide investment advice or guarantee returns
✓ All information is informational-only and subject to change
✓ You comply with applicable laws in your jurisdiction

If you do not agree, do not use the Services.