Terms of Service

Volta90 - Terms of Service

Version: 1.1
Effective date: 2026-07-02

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1. Parties and Definitions

These Terms of Service ("Terms") constitute a binding agreement between:

• Volta90 LLC, a Limited Liability Company organized under the laws of Saint Vincent and the Grenadines ("Volta90", "we", "us", "our"), and
• the individual or entity accessing or using the Volta90 protocol ("Participant", "you", "your").

"Protocol" refers to the Volta90 on-chain strategy accessible via smart contracts deployed on the Arbitrum network, utilizing the Lagoon v0 / ERC-4626 infrastructure.

"VLT90" refers to the tokenized membership interest issued to Participants upon deposit, representing a pro-rata claim on the Protocol's underlying assets.

"Underlying Asset" refers to USDC (USD Coin), the sole denomination of deposits and withdrawals.

"Strategy" refers to the directional long/short perpetual trading strategy executed on Hyperliquid, covering BTC, ETH, and select altcoin pairs, at the sole discretion of Volta90's managers.

"Settlement Cycle" refers to the weekly processing window during which deposits and withdrawals are settled asynchronously.

"Whitelist" refers to the on-chain access control mechanism restricting Protocol participation to approved wallet addresses.

"Morpho" refers to the Morpho Blue lending protocol deployed on the Arbitrum network, a third-party decentralized lending infrastructure that Volta90 utilizes as underlying technology, including the designated VLT90/USDC lending market accessible via the Volta90 application.

"Signature" refers to the cryptographic signature (EIP-712 or personal_sign) by which you confirm acceptance of these Terms, recorded on-chain and stored by Volta90.

2. Acceptance of Terms

By signing a message referencing these Terms with your Ethereum-compatible wallet, you acknowledge that:

1. You have read, understood, and agree to be bound by these Terms in their entirety.
2. Your cryptographic Signature constitutes valid, binding consent equivalent to a handwritten signature under applicable electronic signature laws.
3. Volta90 will store a record of your Signature, the signing wallet address, the timestamp, and the document hash to which you consented.
4. You will not be permitted to deposit into the Protocol without first providing a valid Signature.
5. These Terms may be updated from time to time. Material changes will be communicated via the Volta90 documentation site. Continued participation after notice of changes constitutes acceptance of the revised Terms. Volta90 may, at its discretion, require a new Signature for material amendments.

3. Eligibility and Access Restrictions

3.1 Invite-Only Access

The Protocol operates on an invitation-only basis. Access is granted solely at the discretion of Volta90's managers. Whitelisting of a wallet address does not create any obligation on the part of Volta90 to maintain such access.

3.2 Restricted Persons

You represent and warrant that you are NOT:

a. A citizen, resident, or tax resident of the United States of America, its territories, or possessions ("US Person"), as broadly defined under Regulation S of the U.S. Securities Act of 1933.
b. A person or entity located in, incorporated in, or operating from any country or territory subject to comprehensive sanctions administered by the U.S. Office of Foreign Assets Control (OFAC), the European Union, the United Nations Security Council, or His Majesty's Treasury (United Kingdom). This includes, without limitation, the following jurisdictions as of the effective date: Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk regions of Ukraine, and any other jurisdiction subject to comprehensive embargo.
c. A person or entity listed on, or owned or controlled by a person listed on, any applicable sanctions list, including the OFAC Specially Designated Nationals (SDN) List, the EU Consolidated Financial Sanctions List, or equivalent.
d. A person acting on behalf of, or for the benefit of, any Restricted Person described above.

3.3 No KYC - Participant Responsibility

Volta90 does not perform Know Your Customer (KYC) or identity verification procedures. You are solely responsible for ensuring that your participation in the Protocol complies with all applicable laws, regulations, and restrictions in your jurisdiction of residence, citizenship, and tax residency. Your Whitelist approval and Signature do not constitute a determination by Volta90 that your participation is lawful.

3.4 Removal from Whitelist

Volta90 reserves the right to remove any wallet address from the Whitelist at any time, for any reason or no reason, without prior notice. Upon removal, outstanding withdrawal requests will be processed during the next Settlement Cycle, subject to available liquidity.

4. Protocol Mechanics

4.1 Deposits

Deposits are denominated exclusively in USDC on the Arbitrum network. After providing a valid Signature and being Whitelisted, you must approve the Protocol's smart contract to transfer USDC from your wallet, then initiate a deposit transaction. Deposits are processed asynchronously and settled during the next Settlement Cycle.

4.2 VLT90 Tokens

Upon settlement of your deposit, you will receive VLT90 tokens representing your pro-rata share of the Protocol's net asset value ("NAV"). VLT90 tokens are non-transferable membership interests and must not be sold, assigned, pledged, or otherwise transferred to any third party, except that VLT90 tokens may be supplied as collateral to the designated Morpho lending market as described in Section 4.6.

4.3 Withdrawals

Withdrawal requests are submitted on-chain and processed asynchronously during the next Settlement Cycle. Volta90 does not guarantee immediate liquidity. Settlement timing depends on the unwinding of active trading positions, available USDC reserves, and operational constraints. Volta90 will use commercially reasonable efforts to process withdrawals promptly but makes no commitment to specific timelines beyond the weekly cycle.

4.4 NAV Calculation

The NAV is updated periodically and reflects the estimated market value of the Protocol's underlying positions. NAV calculations are provided for informational purposes and may not reflect real-time market conditions. The NAV at the time of settlement determines the USDC value of deposits and withdrawals.

4.5 Position Transparency

Volta90 provides Participants with ongoing visibility into the Strategy's open positions through: (a) a daily recap of open trades distributed to Participants, and (b) the "Allocations" section of the Volta90 application, which displays a complete breakdown of the Protocol's current positions on a near real-time basis. This transparency is provided for informational purposes only. Position data may be subject to latency, display errors, or temporary unavailability, and does not constitute a representation, warranty, or guarantee as to the composition, performance, or risk profile of the Strategy at any given time. By participating in the Protocol, you acknowledge that you have continuous access to this position-level information and that your decision to maintain your participation is made with full visibility into the Strategy's exposures.

4.6 Use of VLT90 as Collateral (Morpho)

The Volta90 application provides an interface enabling Participants to supply VLT90 tokens as collateral to a designated lending market on Morpho and to borrow USDC against such collateral. You acknowledge and agree that:

a. Morpho is an independent, third-party protocol. Volta90 utilizes Morpho solely as underlying technology and does not own, operate, control, audit, or maintain the Morpho protocol or its smart contracts.
b. Any decision to supply VLT90 tokens as collateral, borrow against them, or otherwise interact with Morpho is made solely at your own initiative, discretion, and risk. Volta90 does not recommend, endorse, or advise the use of leverage or collateralized borrowing.
c. Collateralized borrowing positions are subject to liquidation in accordance with Morpho's protocol parameters, including in the event of a decline in the NAV of VLT90 or changes to market conditions. Volta90 has no ability to prevent, reverse, or compensate for liquidations occurring on Morpho.
d. While the Morpho protocol is widely used and has undergone extensive security review ("battle-tested"), no smart contract system is free from risk. Volta90 makes no representation or warranty as to the security, availability, or continued operation of Morpho, and shall bear no liability for any loss arising from your interaction with Morpho, including losses resulting from bugs, exploits, oracle failures, liquidations, market illiquidity, or protocol governance decisions.

5. Fee Structure

5.1 Management Fee

Volta90 charges an annual management fee of 2% of assets under management, accrued continuously and deducted from the Protocol's NAV.

5.2 Performance Fee

Volta90 charges a performance fee of 20% on net new profits, calculated on a high-water mark basis. The performance fee is assessed at each Settlement Cycle and deducted from the Protocol's NAV before settlement of deposits and withdrawals.

5.3 No Hidden Fees

There are no entry fees, exit fees, or redemption penalties. On-chain gas costs for transactions on the Arbitrum network are borne by the Participant.

5.4 Fee Modifications

Volta90 reserves the right to modify the fee structure with 30 days' prior notice communicated via the documentation site. Participants who do not accept revised fees may submit a withdrawal request before the new fee schedule takes effect.

6. Risk Disclosure

Participation in the Protocol involves substantial risk of loss, up to and including the total loss of your deposited capital. You acknowledge and accept the following risks:

6.1 Trading Risk and Drawdowns

The Strategy involves leveraged directional trading of perpetual contracts. Leveraged positions can result in losses exceeding the initial margin, rapid drawdowns, and liquidation of positions. Past performance is not indicative of future results.

You expressly acknowledge and accept that drawdowns - including significant, prolonged, or repeated declines in the NAV - are an inherent and expected characteristic of the Strategy and do not constitute negligence, mismanagement, breach of these Terms, or grounds for any claim against Volta90. Volta90 does not guarantee any level of performance, any maximum drawdown threshold, or the preservation of capital. To the maximum extent permitted by applicable law, Volta90, its managers, members, agents, and service providers shall bear no liability for any loss in value of your participation resulting from the performance of the Strategy, including trading losses and drawdowns of any magnitude or duration. Your sole recourse in the event of dissatisfaction with the Strategy's performance is to submit a withdrawal request in accordance with Section 4.3.

You further acknowledge that the position transparency described in Section 4.5 (daily recap of open trades and the live position breakdown available in the Volta90 application) affords you the ability to monitor the Strategy's exposures on an ongoing basis, and that your continued participation constitutes an informed acceptance of the risks associated with the positions so disclosed.

6.2 Smart Contract Risk

The Protocol relies on smart contracts deployed on the Arbitrum network and interacts with third-party protocols (Lagoon, Hyperliquid, Morpho). Smart contracts may contain bugs, vulnerabilities, or exploits that could result in partial or total loss of deposited funds. Volta90's smart contracts have not been formally audited.

6.3 Counterparty Risk

The Strategy executes trades on Hyperliquid, a decentralized perpetual exchange. You are exposed to Hyperliquid's operational, technical, and solvency risks. Volta90 does not control and is not responsible for Hyperliquid's infrastructure, uptime, or security.

6.4 Liquidity Risk

Withdrawal processing depends on the ability to unwind positions and the availability of USDC in the Protocol. In adverse market conditions, withdrawals may be delayed beyond the standard Settlement Cycle.

6.5 Regulatory Risk

The legal and regulatory status of decentralized finance protocols, digital assets, and perpetual trading instruments varies by jurisdiction and is subject to change. Regulatory action in any relevant jurisdiction could impair the Protocol's operations or your ability to participate.

6.6 Stablecoin Risk

USDC is issued by Circle Internet Financial, LLC. USDC's value depends on Circle's reserves, solvency, and regulatory compliance. A de-peg event or issuer failure could affect the value of your deposits and withdrawals.

6.7 Bridge and Network Risk

Interaction with the Arbitrum network involves reliance on Layer 2 infrastructure, sequencers, and bridging mechanisms. Network congestion, outages, or bridge exploits could affect access to funds or transaction finality.

6.8 Manager Discretion Risk

All trading decisions are made at the sole discretion of Volta90's managers. There are no algorithmic constraints, position limits, or automated risk management guarantees. The Strategy may be modified at any time without notice.

6.9 Underlying Technology Risk (Third-Party Protocols, including Morpho)

The Protocol is built on, and interoperates with, third-party decentralized infrastructure that Volta90 does not develop, operate, or control, including without limitation Lagoon, Hyperliquid, Morpho, and the Arbitrum network (collectively, the "Underlying Technology"). Volta90 utilizes the Underlying Technology on an "as is" basis and makes no representation or warranty as to its security, reliability, availability, or fitness for any purpose.

While certain components of the Underlying Technology - including Morpho - are widely adopted and have undergone extensive security review, no decentralized protocol is immune to bugs, exploits, oracle manipulation, governance attacks, economic design failures, or operational disruption. Any interaction with the Underlying Technology, whether through the Protocol or through optional features such as the use of VLT90 tokens as collateral on Morpho (Section 4.6), is undertaken solely at your own risk. To the maximum extent permitted by applicable law, Volta90 shall bear no liability for any loss, damage, or unavailability of funds attributable in whole or in part to the Underlying Technology.

7. No Investment Advice - No Regulated Activity

7.1 Not a Regulated Product

Volta90 is not registered as an investment fund, collective investment scheme, or asset manager in any jurisdiction. VLT90 tokens are not securities, fund shares, or units of any regulated financial product.

7.2 No Advisory Relationship

Nothing in these Terms, on the Volta90 documentation site, or in any communication from Volta90's team constitutes investment advice, financial advice, tax advice, or legal advice. You should consult your own professional advisors before participating.

7.3 No Fiduciary Duty

Volta90 and its managers owe no fiduciary duty to Participants. The relationship between Volta90 and Participants is governed exclusively by these Terms and the Protocol's smart contract logic.

8. Intellectual Property

All content, code, documentation, branding, and materials associated with Volta90 are the exclusive property of Volta90 LLC. Participants are granted no license, right, or interest in Volta90's intellectual property beyond the limited right to interact with the Protocol as described herein.

9. Limitation of Liability

9.1 No Warranty

The Protocol is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

9.2 Limitation

To the maximum extent permitted by applicable law, Volta90, its managers, members, agents, and service providers shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, or loss of digital assets, arising out of or in connection with your use of the Protocol, regardless of the theory of liability.

9.3 Maximum Liability

In no event shall Volta90's aggregate liability to you exceed the amount of USDC you deposited into the Protocol during the twelve (12) months preceding the event giving rise to the claim.

10. Indemnification

You agree to indemnify, defend, and hold harmless Volta90, its managers, members, agents, and service providers from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

a. Your breach of these Terms,
b. Your violation of any applicable law or regulation,
c. Your misrepresentation regarding eligibility or restricted status,
d. Any tax liability arising from your participation in the Protocol.

11. Privacy and Data

11.1 On-Chain Data

Your wallet address and transaction history on the Arbitrum network are publicly visible on the blockchain. Volta90 does not control and cannot restrict access to on-chain data.

11.2 Off-Chain Data

Volta90 stores the following off-chain data: your wallet address, Signature record (including timestamp and document hash), and Whitelist status. This data is stored securely and is not shared with third parties except as required by applicable law or to protect Volta90's legal interests.

11.3 No Personal Data Collection

Volta90 does not collect names, email addresses, IP addresses, or other personally identifiable information. Participants interact with the Protocol pseudonymously.

12. Term and Termination

12.1 Duration

These Terms remain in effect for as long as you hold VLT90 tokens or have a pending deposit or withdrawal request.

12.2 Voluntary Exit

You may exit the Protocol at any time by submitting a withdrawal request. Upon settlement and receipt of your USDC, your participation is terminated.

12.3 Protocol Shutdown

Volta90 reserves the right to wind down the Protocol at any time. In such event, Volta90 will use commercially reasonable efforts to close all positions, convert assets to USDC, and distribute pro-rata balances to Participants within a reasonable timeframe.

12.4 Survival

Sections 6 (Risk Disclosure), 7 (No Investment Advice), 9 (Limitation of Liability), 10 (Indemnification), 11 (Privacy), and 13 (Governing Law) survive termination.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms are governed by and construed in accordance with the laws of Saint Vincent and the Grenadines, without regard to conflict of laws principles.

13.2 Arbitration

Any dispute arising out of or in connection with these Terms shall be finally settled by binding arbitration in accordance with the rules of the International Chamber of Commerce (ICC). The seat of arbitration shall be Kingstown, Saint Vincent and the Grenadines. The language of the arbitration shall be English. The arbitral award shall be final and binding.

13.3 Waiver of Class Action

You agree to resolve disputes with Volta90 on an individual basis and waive any right to participate in a class action, collective action, or representative proceeding.

14. Miscellaneous

14.1 Entire Agreement

These Terms constitute the entire agreement between you and Volta90 regarding your use of the Protocol and supersede all prior agreements, representations, and understandings.

14.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.3 No Waiver

Volta90's failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

14.4 Assignment

You may not assign or transfer your rights or obligations under these Terms. Volta90 may assign its rights and obligations without restriction.

14.5 Contact

For inquiries regarding these Terms, contact Volta90 at hello@volta90.trade.

Signature acceptance

By cryptographically signing a message referencing this document's hash, you confirm that you have read, understood, and agree to these Terms of Service in their entirety.

The wallet message you sign includes the document version, the SHA-256 digest of this canonical Markdown file (UTF-8, exact bytes), and a timestamp. The digest and an example signing message are shown alongside these Terms on https://volta90.trade/legal.