Terms of Service

Last Updated: May 2026

1. Acceptance of Terms

By accessing, interacting with, or using the Onyx Vault protocol ("Protocol"), including any associated websites, smart contracts, interfaces, or documentation (collectively, the "Service"), you ("User," "you") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use the Service.

Your use of the Service constitutes your acceptance of and agreement to all of the terms and conditions contained herein, including the Disclaimer, which is incorporated by reference.

2. Description of Protocol

Onyx Vault is a decentralized, non-custodial yield aggregation protocol deployed on the Base blockchain network. The Protocol consists of a series of smart contracts that:

• Accept deposits of supported assets (ETH, USDC)
• Deploy deposited assets across various DeFi yield strategies
• Issue ERC-4626 compliant vault shares representing user positions
• Allow users to redeem vault shares for underlying assets plus accumulated yield

The Protocol operates autonomously through smart contract code. There is no company, organization, or legal entity that operates, controls, or manages the Protocol. The user interface is provided as a convenience and is not the Protocol itself. The Protocol exists solely as smart contracts on the Base blockchain.

The current version of the Protocol (V3) features an upgradeable strategy router, configurable performance fees (capped at 20%), and a 6-hour governance timelock. All V3 contract addresses are verified and published on BaseScan.

3. Eligibility

By using the Service, you represent and warrant that:

• You are at least 18 years of age (or the legal age of majority in your jurisdiction)
• You are NOT a citizen, resident, or taxpayer of the United States of America or its territories
• You are not a person or entity subject to sanctions administered by OFAC, the United Nations, the European Union, or any other applicable sanctions authority
• Your use of the Service does not violate any applicable law, regulation, or rule in your jurisdiction
• You are not using the Service for money laundering, terrorist financing, or any other illegal activity
• You have the legal capacity to enter into these Terms

4. Risk Acknowledgment

You expressly acknowledge and accept the following risks (this list is non-exhaustive):

4.1 Smart Contract Risk

Smart contracts are experimental technology. Despite testing, the Protocol's smart contracts may contain bugs, vulnerabilities, or design flaws that could result in the loss of deposited funds. The contracts have undergone 8 independent internal security audits but have NOT been audited by a professional third-party security firm.

4.2 Market Risk

Cryptocurrency markets are highly volatile. The value of your deposited assets may decrease significantly. Yield rates are variable and may become negative.

4.3 Liquidity Risk

During periods of extreme market stress, it may not be possible to withdraw funds immediately due to protocol mechanics, network congestion, or insufficient liquidity in integrated protocols.

4.4 Regulatory Risk

The regulatory environment for DeFi is uncertain and rapidly evolving. Government actions may restrict, prohibit, or otherwise adversely affect the Protocol or your ability to access your funds.

4.5 Technology Risk

The Protocol depends on the Base blockchain, Ethereum, and various infrastructure providers. Failures, attacks, or changes to any of these could impact the Protocol.

4.6 Strategy-Specific Risks

• Lending Risk: Aave V3 lending may result in losses due to insolvency events, oracle failures, or governance attacks
• Routing Risk: The smart routing mechanism redirects sub-threshold deposits to the fallback strategy. Changes to routing thresholds are governed by timelock
• Strategy Expansion Risk: Additional strategies (e.g., Aerodrome LP, leveraged lending) may be activated via timelock governance as TVL grows, introducing impermanent loss and liquidation risks
• Reentrancy and Exploit Risk: Complex DeFi interactions increase the attack surface for sophisticated exploits
• Oracle Manipulation: Price oracle manipulation could lead to incorrect share pricing or liquidation events

5. No Warranties

THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THIS INCLUDES, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

No party makes any representation or warranty that:

• The Service will meet your requirements or expectations
• The Service will be uninterrupted, timely, secure, or error-free
• Any yields, returns, or profits will be achieved
• Any information provided through the Service is accurate, reliable, or complete
• Any defects or errors will be corrected

6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PROTOCOL DEVELOPERS, CONTRIBUTORS, OR ANY ASSOCIATED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE.

THE TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ZERO DOLLARS ($0.00 USD).

7. Indemnification

You agree to indemnify, defend, and hold harmless the Protocol developers, contributors, and any associated parties from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of or access to the Service
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Your violation of any third-party rights
• Any content or information you submit through the Service

8. Smart Contract Risks: Technical Detail

The following technical risks are inherent to the Protocol's architecture:

• Reentrancy: Despite best-practice patterns (checks-effects-interactions, reentrancy guards), novel reentrancy vectors may exist in complex cross-protocol interactions
• Oracle Dependency: The Protocol relies on external price feeds. Oracle manipulation, staleness, or failure could lead to incorrect asset valuations
• Liquidation Cascades: Future strategy expansions may include leveraged positions where rapid market movements could trigger cascading liquidations
• Impermanent Loss: Future LP strategy additions may suffer from divergence loss when paired asset prices move apart
• Flash Loan Attacks: Despite protections, sophisticated flash loan attacks could potentially exploit pricing mechanisms
• Governance Attacks: Integrated protocols (Aave, Aerodrome) are subject to governance decisions that could adversely affect Onyx Vault positions
• Upgrade Risk: While the timelock provides a safety window, implementation errors in upgrades could introduce vulnerabilities
• Composability Risk: The interaction between multiple DeFi protocols creates complex dependencies where a failure in one can cascade to others

9. Third-Party Protocols

The Protocol integrates with third-party DeFi protocols. These integrations are made on a technical basis only. Onyx Vault is NOT affiliated with, endorsed by, or partnered with:

• Aave (Aave Companies, Aave DAO)
• Aerodrome Finance
• Coinbase / Base
• Any other referenced protocol or entity

Use of trademarks, names, or logos of third-party protocols is for identification purposes only and does not imply any relationship or endorsement.

10. Fee Disclosure

The Protocol charges the following fees:

• Management Fee: Variable by season — 0% during Genesis (permanently retained by Genesis depositors), 0.5% during Growth, 1% during Open season. Assessed annually on total assets under management, accrued continuously
• Performance Fee: Currently 10% fee assessed on generated profits only, collected upon harvest. The performance fee is configurable via timelock governance and is capped at a maximum of 20%
• Harvest Incentive: 0.5% of harvested yield paid to the address that triggers the harvest function

Fees are subject to change via the governance timelock mechanism. Any fee changes require a 6-hour waiting period before taking effect, during which users may exit the Protocol.

10.1 Smart Routing

The Protocol employs a smart routing mechanism that automatically redirects deposits below a per-strategy minimum threshold to the fallback strategy (Aave V3 Lending). This ensures small deposits are never rejected and always earn yield, regardless of the selected risk tier. Smart routing thresholds are configurable via timelock governance.

11. Modification of Terms

These Terms may be updated from time to time. Significant changes to the Protocol's functionality are subject to the 6-hour timelock mechanism, providing users with notice and an opportunity to withdraw funds before changes take effect.

Continued use of the Service after any modifications constitutes acceptance of the updated Terms.

12. Governing Law & Dispute Resolution

The Protocol is decentralized software with no jurisdiction of incorporation. These Terms shall be interpreted in accordance with the principles of international commercial law. Any disputes arising from or relating to these Terms or the Service shall be resolved through binding arbitration in a neutral jurisdiction, to the extent permitted by law.

You agree that any claims shall be brought in your individual capacity and not as part of any class action, collective action, or representative proceeding.

13. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

14. Entire Agreement

These Terms, together with the Disclaimer, constitute the entire agreement between you and the Protocol regarding your use of the Service. These Terms supersede any prior agreements or understandings, whether written or oral.

No failure or delay in exercising any right under these Terms shall operate as a waiver thereof.

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