Terms of Use

1. Agreement to Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Orion Digital Advisory ("Orion," "we," "us," or "our") governing your access to and use of the website located at oriondigitaladvisory.com and any related services, content, or platforms operated by Orion (collectively, the "Platform").

By accessing or using the Platform in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must immediately cease all use of the Platform.

Orion reserves the right to modify these Terms at any time at its sole discretion. Continued use of the Platform following the posting of revised Terms constitutes your acceptance of such changes. It is your responsibility to review these Terms periodically.

2. Nature of Services and Non-Advisory Disclaimer

Orion Digital Advisory is a digital asset intelligence and structured access platform. The Platform provides informational content, research materials, market intelligence, and structured access to curated digital asset opportunities on a deal-by-deal basis.

Orion is not a registered investment adviser, broker-dealer, financial planner, commodity trading adviser, or any other type of regulated financial intermediary. Nothing on the Platform constitutes investment advice, financial advice, trading advice, legal advice, tax advice, or any other form of professional advice. All content is provided strictly for informational and educational purposes.

Orion does not manage pooled investment funds, operate as a collective investment scheme, or act as a fiduciary on behalf of any user. Each opportunity presented through the Platform is independent and structured on a deal-by-deal basis. Participation in any opportunity is solely at the discretion and risk of the individual participant.

You acknowledge that any decision to participate in any digital asset opportunity is made independently by you, based on your own research, risk tolerance, and financial circumstances, and not in reliance on any content provided by Orion.

3. Eligibility and Qualified Participant Requirements

Access to certain features and opportunities on the Platform is restricted to individuals who meet applicable eligibility criteria, which may include, without limitation, qualification as an "accredited investor" under Regulation D of the Securities Act of 1933, a "qualified purchaser" under the Investment Company Act of 1940, or equivalent classifications under applicable international regulations.

By accessing restricted areas of the Platform or submitting a request for access, you represent and warrant that:

• You are at least 18 years of age and have the legal capacity to enter into binding agreements;
• You meet all applicable eligibility and qualification requirements under the laws of your jurisdiction;
• Your access to and use of the Platform does not violate any applicable law, regulation, or treaty in your jurisdiction;
• You are not a resident of, or subject to the laws of, any jurisdiction in which access to the Platform or participation in digital asset opportunities is prohibited or restricted;
• You have the financial sophistication to evaluate the risks associated with digital asset investments independently.

Orion reserves the right to verify eligibility at any time and to deny or revoke access to any user who does not satisfy applicable requirements.

4. Risk Disclosure

Digital assets, including but not limited to cryptocurrencies, tokens, and blockchain-based instruments, are highly speculative and involve substantial risk of loss. The value of digital assets can fluctuate dramatically and may result in the total loss of invested capital.

Risks associated with digital assets include, but are not limited to: extreme price volatility; regulatory uncertainty and potential prohibition; technological vulnerabilities including smart contract failures and cybersecurity breaches; liquidity risk; counterparty risk; market manipulation; and the absence of investor protections available in traditional regulated markets.

Past performance of any digital asset, strategy, or opportunity presented on the Platform is not indicative of future results. Projected returns, scenarios, and analyses presented are hypothetical in nature and are provided for illustrative purposes only. Actual results may differ materially from any projections or estimates.

You should only consider participation in digital asset opportunities if you are prepared to sustain a total loss of the capital committed and have independently assessed that such participation is appropriate given your financial situation, investment objectives, and risk tolerance.

5. Intellectual Property Rights

All content on the Platform, including but not limited to text, graphics, logos, icons, images, data compilations, research materials, analyses, software, and the overall design and structure of the Platform (collectively, "Orion Content"), is the exclusive property of Orion Digital Advisory or its licensors and is protected by applicable intellectual property laws.

Subject to your compliance with these Terms, Orion grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your personal, non-commercial informational purposes. This license does not include the right to:

• Reproduce, distribute, publicly display, or create derivative works from any Orion Content;
• Use any data mining, scraping, crawling, or similar automated data extraction methods;
• Reverse engineer, decompile, or disassemble any software or technology underlying the Platform;
• Use Orion Content for any commercial purpose without prior written authorization from Orion.

6. Confidentiality of Platform Content

Certain content made available through the Platform, including deal materials, research reports, opportunity frameworks, and analytical outputs, may be designated as confidential. By accessing such content, you agree to maintain its confidentiality and not to disclose, reproduce, or distribute it to any third party without the prior written consent of Orion.

This confidentiality obligation survives the termination of your access to the Platform and shall remain in effect for a period of five (5) years from the date of disclosure, or indefinitely with respect to trade secrets.

7. Prohibited Conduct

You agree that you will not, directly or indirectly:

• Use the Platform for any unlawful purpose or in violation of any applicable law or regulation;
• Engage in any conduct that could damage, disable, overburden, or impair the Platform or interfere with any other party's use of the Platform;
• Attempt to gain unauthorized access to any portion of the Platform or any systems or networks connected to the Platform;
• Transmit any material that is defamatory, obscene, fraudulent, or otherwise objectionable;
• Impersonate any person or entity or misrepresent your affiliation with any person or entity;
• Use the Platform to solicit, collect, or store personal information about other users without their consent;
• Engage in any market manipulation, front-running, or other conduct that violates applicable securities laws;
• Use the Platform in connection with any money laundering, terrorist financing, or other financial crime.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORION DIGITAL ADVISORY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE PLATFORM OR ANY CONTENT THEREON.

IN NO EVENT SHALL ORION'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO ORION IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, Orion's liability shall be limited to the fullest extent permitted by applicable law.

9. Disclaimer of Warranties

THE PLATFORM AND ALL CONTENT THEREON ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ORION EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

ORION DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ORION DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY CONTENT ON THE PLATFORM.

10. Indemnification

You agree to indemnify, defend, and hold harmless Orion Digital Advisory and its officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of the Platform; (c) your violation of any applicable law or regulation; (d) your violation of any third-party rights; or (e) any content you submit to or through the Platform.

11. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the applicable jurisdiction, without regard to its conflict of law provisions.

Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or validity thereof shall be resolved by binding arbitration administered by a recognized arbitration body in accordance with its then-current rules. The arbitration shall be conducted on a confidential basis. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

12. Termination

Orion reserves the right, in its sole discretion, to suspend or terminate your access to the Platform at any time, with or without notice, for any reason, including but not limited to your violation of these Terms.

Upon termination, all licenses granted to you under these Terms shall immediately cease. Sections of these Terms that by their nature should survive termination shall survive, including without limitation Sections 4, 5, 6, 8, 9, 10, 11, and 13.

13. Miscellaneous

Entire Agreement. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and Orion with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

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

Waiver. No failure or delay by Orion in exercising any right or remedy under these Terms shall constitute a waiver of such right or remedy.

Contact. Questions regarding these Terms may be directed to Orion Digital Advisory through the contact information provided on the Platform.