Terms of Service

Latest update: 1 October 2025 These Orderly Network Ltd. Terms of Use (the “Terms”) apply to your access to and use of the websites, platform, software, technologies, features, and other online products and services (collectively, the “Orderly Services” or “Services”) provided or made available by Orderly Network Ltd. or any of its affiliates or related companies (“Company”, “Orderly”, “us” or “we”) unless stated otherwise. You agree that you have read, understood, and accepted these Terms as well as our policies disclosed and updated from time to time, and you acknowledge and agree that you will be bound by such terms and policies. These Terms apply to all services provided by Orderly Network Ltd. From time to time, certain services may be subject to additional or supplemental terms (“Supplemental Terms”). Any such Supplemental Terms form part of these Terms, and in the event of conflict, the Supplemental Terms will prevail with respect to the relevant service. 1. AGREEMENT TO TERMS These Terms, including, for the avoidance of doubt, any applicable Supplemental Terms, form a binding contract between you, an individual user or site visitor, whether personally or on behalf of an entity (“user,” “you,” “your”) and Orderly Network Ltd. ( “Orderly,” “we,” “us” or “our”) concerning use of Orderly’s services (the “Service”), including the https://orderly.network website as well as any other media form, media channel, or mobile website related, linked, or otherwise connected thereto (collectively, the “Site”). BY ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE, PLEASE DO NOT USE THE SERVICE OR SITE. Supplemental Terms and/or other documents expressly intended to be legally binding on you that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We may amend any portion of these Terms at any time by posting the revised version of these Terms with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you use our services 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 terminate your use of the Site. 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 these Terms. It is your responsibility to periodically review the Terms to stay informed of updates. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from such locations do so on their own initiative and are solely responsible for compliance with applicable laws. PLEASE NOTE: THE “DISPUTE RESOLUTION” SECTION OF THESE TERMS CONTAINS AN ARBITRATION CLAUSE THAT REQUIRES DISPUTES TO BE ARBITRATED ON AN INDIVIDUAL BASIS, AND PROHIBITS CLASS ACTION CLAIMS. IT AFFECTS HOW DISPUTES BETWEEN YOU AND ORDERLY ARE RESOLVED. BY ACCEPTING THIS TERMS, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. PLEASE READ IT CAREFULLY. 2. PRIVACY POLICY The collection, process and/or use of any personal data is governed by our Privacy Policy at https://orderly.network/docs/introduction/privacy-policy 3. TERMINATION OR SUSPENSION OF SERVICES Each Service may only be used by you in compliance with the Terms. You may not modify, alter, reproduce, or distribute any Service. You may not directly rent, lease, lend, sell, or redistribute any Service. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any portion of any Service, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law), nor attempt to disable or circumvent any security or other technological measure designed to protect any Service or any content available through any Service. If you breach the Terms, then you may be subject to prosecution and damages, as well as liability for infringement of intellectual property rights, and denial of access to all Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF ANY SERVICE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. If we terminate or suspend your access to the Site for any reason, you are prohibited from attempting to access the Site under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party, or through a different IP address or through a VPN. In addition to terminating or suspending your access, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. 4. PROHIBITED LOCATIONS Orderly does not offer its Services to any “United States person” as defined under Regulation S of the United States Securities Act of 1933, as amended) (“US Person”). By using our Services, you represent and warrant that you are not, or are acting on behalf of a US Person. You shall also not access our Services via any U.S. IP address or from a location within the U.S. Orderly does not offer its Services to anyone who is a “Restricted Person.” Restricted Persons are those who are, or are acting directly or indirectly on behalf of (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the United Nations Security Council, the U.S. Government, the European Union or its Member States, or other applicable government authority) or (b) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States (including, without limitation, Cuba, Democratic People’s Republic of Korea, Iran). For clarity, if you are a Restricted Person, you are prohibited from using any Service. You may not use VPNs, proxy servers, or other technical measures to disguise your location or otherwise circumvent these geographic or sanctions restrictions. Further, as an Integrator of Orderly’s Services, you shall not offer or attempt to offer our Services to any US Person or any Restricted Person. 5. PROHIBITED ACTIVITIES You may not access or use the Services for any purpose(s) other than that for which we make the Service available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. As a user of the Services, you agree not to:

• Engage in, or attempt to engage in any activities that violate any law, rule, or regulation applicable to you or Orderly;
• Engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of our perpetual contract service, either directly or through any other third party interface:
• Initiate any attacks that violate your cloud service, data-center or other applicable third party service provider’s rules or policies;
• Unless expressly requested by the Company as part of a security or similar challenge, disrupt or initiate any attacks against users of the Orderly Services or the Site;
• Disrupt, compromise, or otherwise damage data or property owned by other parties;
• Impersonate any person or entity or misrepresent your affiliation with any person or entity;
• Access any accounts or data other than your own (or those for which you have explicit permission from their owners);
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, creating, encouraging or implementing Sibyl attacks;
• Sell or resell Orderly Services;
• Unless as expressly requested by the Company as part of a security or similar challenge, exploit or attempt to exploit vulnerabilities in smart contracts, protocols, or the Services, including but not limited to hacks, exploits, or the deployment of malicious code;
• Participate in the Site from a jurisdiction other than the jurisdiction of your residence;
• Encourage or enable any other individual or entity to do any of the foregoing or otherwise violate the Terms.

6. SITE MANAGEMENT We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (4) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site. 7. UPDATES There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time without prior notice, and in the event of any dispute in the interpretation of any information on the Site, including without limitation these Terms, Orderly’s interpretation shall prevail. Orderly does not warrant that the content will be uninterrupted or error free or free of computer viruses, contaminants or other harmful items. 8. DISCLAIMER THE SITE AND SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORDERLY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE OR SERVICE, INCLUDING, BUT NOT LIMITED TO INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT YOUR USE OF THE SITE AND SERVICE WILL BE AT YOUR SOLE RISK. ORDERLY IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSSES THAT RESULT FROM YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, YOUR USE OR INABILITY TO USE THE SERVICE; ANY CHANGES TO OR INACCESSIBILITY OR TERMINATION OF THE SERVICE; ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO, OR ALTERATION OF ANY TRANSMISSION OR DATA; ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SERVICE; ANY ACTIVITIES OR COMMUNICATIONS OF THIRD PARTIES; OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SERVICES. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE OR SERVICE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. THE USE OF OUR MAINNET OR TECHNOLOGY BY PARTICIPANTS ARE SUBJECT TO THEIR OWN REGULATION RISK, AND PARTICIPANTS SHOULD OBTAIN ANY NECESSARY LICENSES OR PERMITS FOR SUCH USE, IF APPLICABLE. WE HEREBY EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY DAMAGE OR LOSSES ARISING FROM SUCH REGULATION RISK, INCLUDING BUT NOT LIMITED TO INVESTIGATION, WARNINGS, PENALTIES, FINES, OR OTHER LEGAL ACTIONS. PARTICIPANT AGREES TO INDEMNIFY AND HOLD US HARMLESS AGAINST ANY SUCH LIABILITY, AND ACKNOWLEDGE THAT THEY ASSUME FULL RESPONSIBILITY FOR COMPLYING WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS GOVERNING THEIR USE OF OUR MAINNET OR TECHNOLOGY. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. ORDERLY DOES NOT PROVIDE CUSTODY OF DIGITAL ASSETS AND HAS NO ABILITY TO REVERSE, CANCEL, OR RECOVER TRANSACTIONS ONCE INITIATED. YOU ARE SOLELY RESPONSIBLE FOR SAFEGUARDING YOUR PRIVATE KEYS, WALLETS, AND ACCESS CREDENTIALS. NOTHING IN THE SERVICES CONSTITUTES INVESTMENT, LEGAL, TAX, OR OTHER PROFESSIONAL ADVICE. ORDERLY DOES NOT ACT AS YOUR BROKER, AGENT, FIDUCIARY, OR ADVISER. YOU ARE SOLELY RESPONSIBLE FOR ALL INVESTMENT AND TRADING DECISIONS YOU MAKE WHEN USING THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORDERLY NETWORK LTD.’S AGGREGATE LIABILITY FOR ALL CLAIMS UNDER THESE TERMS SHALL BE ZERO. TO THE EXTENT THIS LIMITATION IS UNENFORCEABLE UNDER APPLICABLE LAWS FOR WHATEVER REASON, THE LIMITATION SHALL INSTEAD BE THE MINIMUM ALLOWED UNDER APPLICABLE LAWS. ORDERLY MAY LINK TO PRODUCTS AND SERVICES OFFERED BY THIRD PARTIES THROUGH THE SERVICE. THESE THIRD-PARTY PRODUCTS AND SERVICES ARE NOT OFFERED BY ORDERLY AND ORDERLY IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSSES THAT YOU MIGHT INCUR AS A RESULT OF YOUR USE OR PURCHASE OF THESE PRODUCTS AND SERVICES. 9. INDEMNIFICATION You hereby agree to defend, indemnify, and hold Orderly harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of any Service; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; (5) any overt harmful act toward any other user of any Service with whom you connected via such Service; or (6) any breach of, or failure to comply with, applicable law. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. 10. MODIFYING AND TERMINATING OUR SERVICE We reserve the right and sole discretion to terminate all or portions of our Services at any time at our sole and absolute discretion, including without limitation immediately upon your breach of these Terms, including but not limited to breach of Section 5 (Prohibited Locations)) and Section 6 (Prohibited Activities)), without further notice. We are not responsible for any loss or harm related to your inability to access or use our Service. Notwithstanding the foregoing and except provided otherwise, we reserve the right to modify our Services or to terminate or stop providing all or portions of our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services. 11. USER DATA In order to comply with our legal obligations under applicable rules and regulations, we may conduct AML/CFT procedures, anti-fraud procedures, identity verification and authentication checks where applicable. To see further use of information, please refer to our Privacy Policy. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data. 12. GOVERNING LAW; FORUM; DISPUTE RESOLUTION These Terms shall be governed by and construed in accordance with the laws of the Republic of Panama, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or in connection with these Terms, or the breach, termination, interpretation, performance, or invalidity thereof, brought by you against us shall be finally settled by arbitration in accordance with the Rules of Arbitration of the Panama Conciliation and Arbitration Center (Centro de Conciliación y Arbitraje de Panamá), by one arbitrator appointed in accordance with said Rules. The seat of arbitration shall be Panama City, Panama, and the language of the arbitration shall be English. Notwithstanding the foregoing, we reserve the right to initiate legal proceedings against you before any court of competent jurisdiction for the purpose of (i) enforcing its rights under these Terms, (ii) seeking injunctive or equitable relief, or (iii) pursuing claims in jurisdictions where arbitration may not be available or effective, and you hereby consent to the jurisdiction of such courts and waive any objection based on venue or forum non conveniens. You agree that any claims shall be brought against us on an individual basis only and not as a plaintiff or class member in a purported class, collective or representative action. You further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without our consent. Any claims or causes of action between you and us must be filed within 6 months after such claim or cause of action accrues, and if not so filed will be forever barred to the fullest extent permitted by law. For purposes of this section, a claim or cause of action accrues when the event giving rise to the claim occurs, or when the claimant knew or should have known of the event, whichever is earlier. 13. FORCE MAJEURE Orderly Network Ltd. shall have no liability for any failure or delay resulting from any abnormal or unforeseeable circumstances outside our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including without limitation governmental action or acts of terrorism, earthquake, fire, typhoons, floods, wars, hacker attacks, computer virus invasions, protocol-level exploits, smart contract vulnerabilities, or other failures inherent to decentralized technologies, regulatory changes which render this Agreement unlawful, or other acts of God, labor conditions, delays or failures caused by problems with another system or network, mechanical breakdown or data-processing failures or where we are bound by other legal obligations. 14. MISCELLANEOUS These Terms and any policies or operating rules posted by us on the Site or in respect to the Service constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Service. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and lack of signing by the parties hereto to execute these Terms.