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These Supplemental Terms apply to your use of the Community Strategy Vaults, a smart contract interface provided by Orderly. These Supplemental Terms form part of the Orderly Network Ltd. General Terms of Service (the “Terms”), and are Supplemental Terms as defined in the Terms. In the event of conflict between these Supplemental Terms and the Terms, these Supplemental Terms shall prevail with respect to your use of the Community Strategy Vaults. Capitalised terms not otherwise defined in these Supplemental Terms shall have the meanings given to them in the Terms. By accessing or using the Community Strategy Vaults, you agree to these Supplemental Terms and the Terms. Please read clauses 10 and 12 carefully: title to assets you loan passes to Orderly, and the Community Strategy Vault is not regulated. These Supplemental Terms may be amended by Orderly Network Ltd. at any time. Updates will be effective upon posting, in the manner set out in the Terms.

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1. NATURE OF THE SERVICE

1.1 The Community Strategy Vault is a technology interface. It enables users to get exposure to strategies created by independent third parties (each, a “Strategy Provider”) through a loan of assets (which may be in the form of vault tokens) to such vault according to a smart contract (“Loaned Assets”). 1.2 Title to Loaned Assets passes to Orderly in accordance with clause 10. Orderly does not: (a) pool user assets for collective or common investment, (b) provide custody services to you, (c) direct or manage strategies, (d) act as your agent, fiduciary, investment manager or adviser, or (e) guarantee outcomes. 1.3 Orderly’s role is limited to infrastructure. Any interaction between a user and a Strategy Provider is independent of Orderly. Users can view available Strategy Providers and strategies directly and must make their own choices.

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2. HOW THE COMMUNITY STRATEGY VAULT WORKS

2.1 When you loan assets into the Community Strategy Vault, title to those assets passes to Orderly in accordance with clause 10, and your loan is recorded by a smart contract by reference to the Strategy Provider you select. 2.2 You may choose a Strategy Provider from those displayed in the interface. Once selected, the interest rate on your loan is linked to the performance of the strategies run by that Strategy Provider. For the avoidance of doubt, the interest rate may be negative or positive. In the worst case scenario, the interest rate may be negative with the absolute number of that interest amount equal or greater than the loaned amount itself, resulting in a total loss of the loaned amount. 2.3 Strategies are executed directly by the Strategy Provider through their designated trading account(s) over the loaned assets, which may operate on Orderly’s DEX or other approved venues. 2.4 Profits or losses from a strategy are reflected in the vault balance. Orderly does not guarantee profits, mitigate losses, or step in if a Strategy Provider underperforms or defaults on obligations. In the worst-case scenario, you may lose your full loaned amount. 2.5 You may, from time to time, apply for your loan to be partially or fully repaid. Such repayments are processed by smart contract logic. Assets are returned to you within the timeline set out in the smart contract.

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3. INDEPENDENT STRATEGY PROVIDERS

3.1 Strategy Providers are solely responsible for the creation, management, and execution of their strategies. 3.2 Orderly does not monitor, supervise, vet, endorse, or guarantee any Strategy Provider or their performance. 3.3 Any fees, including performance fees, are determined and managed by the relevant Strategy Provider.

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4. NO INVESTMENT PRODUCTS OR ADVICE

4.1 The Community Strategy Vault is a technology service only. It provides infrastructure for users to apply strategies developed by independent third parties (“Strategy Providers”) to assets in the relevant vault. It is not, and should not be construed as, a deposit, investment contract, security, collective investment scheme, pooled fund, portfolio management service, or any other regulated financial product. Orderly makes no representations and disclaims all liability on whether Strategy Providers are performing a licensed activity and/or breaching any applicable laws and regulations. Strategy Providers are responsible for obtaining independent advice on their legal and regulatory obligations when performing this role and Orderly does not monitor or control them. 4.2 Orderly Network Ltd. does not pool assets for collective investment, hold assets as custodian or trustee for you, intermediate transactions between users and Strategy Providers, or exercise discretion over strategies. Orderly does not act as your agent, broker, fiduciary, investment manager, or adviser. 4.3 Nothing in connection with the Community Strategy Vault constitutes financial, investment, tax, accounting, or legal advice. Any information made available (including strategy performance data, analytics, or reporting tools) is provided solely for informational purposes and should not be relied upon as advice of any kind. 4.4 You are solely responsible for: (a) assessing whether use of the Community Strategy Vault or any strategy is suitable for you in light of your financial objectives, experience, and risk tolerance; (b) ensuring that your participation is lawful in your jurisdiction; and (c) complying with all applicable laws, regulations, and tax obligations. 4.5 Orderly does not manage, and does not hold itself out as managing, any fund, portfolio or investment on behalf of any person. Orderly does not select, recommend, allocate to or switch strategies for you, and does not exercise discretion over how any strategy is executed.

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5. RISKS

5.1 Use of the Community Strategy Vault involves substantial risks of which Orderly is not liable for, including but not limited to:
  • market volatility and adverse price movements,
  • failure, underperformance, or mismanagement of trading strategies,
  • misconduct, negligence, or default by Strategy Providers,
  • liquidity, leverage, or margin risks,
  • the transfer of title to Orderly and your resulting position as an unsecured creditor of Orderly, including the risk that Orderly is unable to meet its repayment obligations,
  • smart contract bugs, coding errors, or vulnerabilities,
  • malicious attacks, hacks, exploits, phishing, or unauthorized access,
  • failures, downtime, or delays by third-party service providers, custodians, wallets, or trading venues,
  • reliance on external infrastructure (e.g. bridges, APIs, blockchains, custodians),
  • operational failures, network outages, or software malfunctions,
  • insolvency or failure of third-party service providers,
  • changes in laws, regulations, enforcement priorities, or government action that may restrict or prohibit the Community Strategy Vault or particular strategies,
  • adverse or uncertain tax treatment and reporting obligations,
  • force majeure events beyond Orderly’s control, including cyberattacks, natural disasters, or geopolitical events.
5.2 You acknowledge and accept that you may lose part or all of your assets, and that all risk is borne solely by you. Orderly will not reimburse, insure, or otherwise cover any losses. 5.3 Orderly makes no warranty or representation that the Community Strategy Vault or any strategy will be available, uninterrupted, secure, or error-free. Orderly expressly disclaims all liability for any outcomes of strategies.

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6. USER RESPONSIBILITIES

By using the Community Strategy Vault, you represent and warrant that:
  • you accept the risk of total loss of your assets,
  • you understand that title to Loaned Assets passes to Orderly and that you hold only an unsecured contractual claim against Orderly,
  • you own the Loaned Assets and have full authority to transfer title to them, free of any encumbrance or third-party claim, and they are not derived from unlawful activity,
  • you are solely responsible for compliance with all applicable laws, including tax and reporting obligations and are further responsible for determining if there are any legal or regulatory risks to making a loan to the Community Strategy Vault and accepting them before making such a loan,
  • you will not rely on Orderly for investment, financial, or legal advice, and
  • you indemnify and hold harmless Orderly Network Ltd. and its affiliates from any claims, damages, or liabilities related to your use of the Community Strategy Vault or reliance on any Strategy Provider strategy.

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7. COUNTERPARTY & INFRASTRUCTURE RISK

This service may involve third-party infrastructure, including but not limited to blockchain networks, smart contracts, trading systems, and other technical services. Such systems may experience delays, errors, vulnerabilities, or unforeseen failures, which may result in failed transactions or loss of assets. All such risks are borne solely by the user.

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8. STRATEGY & PERFORMANCE DISCLAIMER

The Strategy Provider solely provides the strategy logic and its technical implementation and shall not be responsible for any trading outcomes, strategy performance, or asset losses. No guarantee of returns is made.

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9. USER RESPONSIBILITY

All participation is made at the user’s own discretion and risk. Users acknowledge that they may suffer partial or total loss of their assets. To the maximum extent permitted by law, the Strategy Provider shall not be liable for any losses arising from market conditions, system risks, or any other factors.

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10. TRANSFER OF TITLE

10.1 Upon your loan of assets to the Community Strategy Vault being confirmed on-chain, you transfer to Orderly, absolutely and outright, all legal and beneficial title to, and all rights and interests in, the Loaned Assets, free of any lien, charge, encumbrance or third-party right. This is an outright transfer of title and is not a pledge, security interest, bailment, trust or deposit for safekeeping. 10.2 Orderly may hold the Loaned Assets and deploy them in accordance with the strategy you have selected, including by transferring them to approved venues and making them available to the Strategy Provider through its designated trading account(s). 10.3 From the time of transfer, Orderly is the sole legal owner and ultimate beneficial owner (“UBO”) of the Loaned Assets, including while they are held in or through a Strategy Provider’s trading account. Neither you nor any Strategy Provider is the UBO of Loaned Assets. 10.4 In return for the transfer, you have a contractual right against Orderly to be repaid an amount determined by the smart contract by reference to the performance of the strategy you selected (the “Repayment Claim”). The Repayment Claim may be less than the amount you loaned, and may be zero. Any vault token or balance shown in the interface is a record of the Repayment Claim only. It does not represent title to, or any proprietary or beneficial interest in, any asset, and confers no voting, governance or profit-sharing rights. The Repayment Claim may not be assigned or transferred without Orderly’s prior written consent. 10.5 Orderly does not hold Loaned Assets on trust or as custodian or fiduciary for you, and no client-asset or client-money protections apply. You are an unsecured creditor of Orderly in respect of the Repayment Claim and bear the credit and insolvency risk of Orderly and of third parties holding or dealing with Loaned Assets. 10.6 You waive, to the fullest extent permitted by law, any claim to trace into, or assert a proprietary interest in, any Loaned Assets or any assets of Orderly or a Strategy Provider.

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11. STRATEGY PROVIDER ACCOUNTS AND ONBOARDING

11.1 Orderly, as UBO, authorises each Strategy Provider to manage and trade the assets in its designated trading account solely in accordance with the strategy it has published. This authorisation is limited and revocable at any time, and does not permit the Strategy Provider to withdraw or transfer assets except as the smart contract or Orderly permits. 11.2 A designated trading account (including any Bybit platform UID) may be registered in the Strategy Provider’s name for operational purposes. The assets in that account are not owned by the Strategy Provider and do not form part of its estate. They belong to Orderly as UBO, and the Strategy Provider has no proprietary interest, lien or right of set-off over them. 11.3 Each Strategy Provider acts independently, in its own name and under its own responsibility. Orderly does not instruct, supervise or exercise discretion over the Strategy Provider’s trading decisions. Orderly may at any time suspend or revoke a Strategy Provider’s authorisation, recall or freeze assets, or take any step required by an approved venue, law or regulator. 11.4 As UBO, Orderly (and not you) is onboarded with approved venues in respect of the Loaned Assets, and you are not required to onboard directly with Bybit or any other approved venue. You must satisfy Orderly’s identification, KYC, AML, sanctions and source-of-funds requirements as notified from time to time, and you consent to Orderly disclosing your information to approved venues, custodians, auditors and regulators to the extent required by law or by their compliance requirements.

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12. REGULATORY STATUS AND DISCLAIMER

12.1 Not regulated. The Community Strategy Vault, the loan arrangements made through it and the strategies offered by Strategy Providers are not licensed, registered, authorised, approved, supervised or regulated by any regulatory authority. No regulator has reviewed or approved the Community Strategy Vault or these Supplemental Terms. 12.2 No protections. No investor-protection, deposit-insurance, compensation, client-asset, client-money, ombudsman or similar scheme applies to the Community Strategy Vault, the Loaned Assets or the Repayment Claim. 12.3 Not an offer. Nothing in connection with the Community Strategy Vault is an offer, solicitation or invitation to invest in, subscribe for or purchase any security, fund interest, token or financial product, and no prospectus or offering document has been prepared. The Community Strategy Vault is not offered in any jurisdiction where it would be unlawful, and you must not use it if you are in such a jurisdiction. 12.4 No fund or common enterprise. Orderly is not a fund manager, investment manager, custodian, trustee, broker, dealer, issuer or adviser in connection with the Community Strategy Vault. Nothing in these Supplemental Terms creates a fund, partnership, joint venture, common enterprise or pooled investment between you, Orderly, other users or any Strategy Provider. 12.5 Disclaimer. The Community Strategy Vault is provided “as is” and “as available”. To the maximum extent permitted by law, Orderly disclaims all warranties, express or implied, including as to merchantability, fitness for a particular purpose, accuracy, availability and non-infringement, and all liability for any loss, tax, penalty or regulatory consequence arising from your use of the Community Strategy Vault. Nothing in these Supplemental Terms excludes liability that cannot be excluded by law. 12.6 Regulatory change. If required by law, a regulator or an approved venue, or if Orderly considers it necessary to manage regulatory risk, Orderly may modify, restrict, suspend or terminate the Community Strategy Vault or any strategy, delay or suspend repayments, and require further information from you. By participating in this strategy, you acknowledge and accept the risks and disclaimers disclosed above.