Effective Date: 11-20-2025

Note: These Terms are general user-facing policies for Epicentral Labs' public Interfaces. Members, Core Team Members, auditors, and contractors may be subject to additional obligations under the Operating Agreement of Epicentral Labs, DAO LLC and related agreements, which control in the event of any conflict.

Terms of Service

1. Introduction

Welcome to Epicentral Labs, DAO LLC ("Epicentral Labs," the "DAO," "we," "us," or "our").

Epicentral Labs operates as a Wyoming Decentralized Autonomous Organization Limited Liability Company (DAO LLC), organized under the Wyoming Limited Liability Company Act, W.S. §17-29-101 et seq. and the Wyoming Decentralized Autonomous Organization Supplement, W.S. §17-31-101 et seq. (the "DAO Act").

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "User," or "Participant") and Epicentral Labs governing your use of our websites, decentralized applications, smart contracts, APIs, and related interfaces (collectively, the "Interfaces"), including:

epicentrallabs.com
opx.markets (Options Exchange "OPX")
stake.opx.markets (Staking Lab)
watt.si (integration with Watt Protocol, a third-party liquid-staking system; Epicentral Labs does not own or operate Watt Protocol)
any successor interfaces or on-chain programs designated as Company Accounts or DAO Treasury programs in accordance with the Operating Agreement.

Epicentral Labs may provide access to or interoperability with certain third-party decentralized protocols (such as Watt Protocol, Orca, Raydium, and others) solely for user convenience. These integrations are non-custodial and independently operated by third parties. Epicentral Labs neither controls nor endorses their smart contracts, interfaces, or economic outcomes.

By accessing or using any Interface, you acknowledge that you have read, understood, and agree to be bound by these Terms.

2. Legal Nature of Epicentral Labs

Epicentral Labs is a Wyoming DAO LLC governed by the DAO Act and its Operating Agreement, which relies on the Realms Mechanism (the Realms Governance Program on the Solana blockchain) for token-based on-chain governance.

Key points:

LABS Token Holders are not Members or managers of the Company and cannot, by holding tokens alone, legally bind the Company. Actions approved through the Realms Mechanism may, however, become binding when implemented by authorized Members and/or the Core Team under the Operating Agreement.
Members and Core Team Members have the specific roles, authorities, and limitations described in the Operating Agreement, including acting through designated Company Accounts, the DAO Treasury, and the Core Team Multisig Wallet.

All programs and Interfaces are designed to operate in a non-custodial manner and without unilateral discretionary human control over user assets. Governance and parameter changes are processed through the Realms Mechanism, subject to voting periods, execution delays, and upgrade-authority safeguards described in the Operating Agreement.

Nothing in these Terms creates any joint venture, agency, employment, or fiduciary relationship between you and Epicentral Labs.

3. Eligibility and Acceptance

By using any Interface, you represent and warrant that:

You are at least 18 years old and legally capable of entering into binding agreements;
You are not a resident of, or located in, any jurisdiction where use of blockchain protocols or decentralized exchanges is prohibited;
You are not subject to any sanctions or restrictions imposed by the U.S. Department of the Treasury (OFAC), FinCEN, or any other applicable authority;
You have full authority and capacity to interact with blockchain-based smart contracts using a self-custodied wallet;
You understand that holding LABS, xLABS, or any other token used by the protocol does not make you a Member or grant any equity or ownership interest in the Company.

Your continued use of any Interface constitutes acceptance of these Terms and all future amendments.

4. Non-Custodial Architecture

Epicentral Labs Interfaces interact exclusively with autonomous, non-custodial smart contracts:

You connect via a compatible Solana wallet (e.g., Phantom, Backpack, or similar).
You maintain exclusive control over your assets and private keys.
Epicentral Labs and its Members/Core Team cannot access, transfer, freeze, or reverse your transactions.
All operations are user-initiated and executed directly on-chain via deterministic program logic.

You acknowledge that blockchain transactions are irreversible and that you are solely responsible for safeguarding your wallet, keys, and devices.

5. No Financial, Legal, or Tax Advice; No Investment Offering

Epicentral Labs provides blockchain software and governance tooling. Nothing provided by Epicentral Labs—whether through Interfaces, documentation, code repositories, social channels, or communications—constitutes:

financial, investment, trading, or tax advice;
an offer to sell or solicitation to buy any security, swap, or other financial instrument;
a recommendation to engage in any specific transaction or strategy.

Tokens associated with the protocol, including LABS, xLABS, and any wrapped or derivative tokens supported by the protocol:

are intended as governance and utility tokens;
do not represent equity, ownership, or profit rights in Epicentral Labs, DAO LLC;
do not entitle holders to dividends or guaranteed returns, and are designed to avoid classification as "securities" under U.S. law, as set forth in the Operating Agreement and its regulatory Exhibits.

You are solely responsible for your own financial, legal, and tax decisions. You should consult your own independent advisors.

6. Fees and Revenue

Epicentral Labs may collect protocol-level fees to sustain operations, maintain liquidity, support governance, and fund security and infrastructure initiatives. These fees are programmatic, non-custodial, and embedded in smart-contract logic.

6.1 Fee Types

Fee Type	Description
Protocol Fees	Fixed or parameterized charges on specific on-chain operations (for example: trade execution, staking, un/staking, wrapping/unwrapping, or liquidity routing), as defined by governance-mutable parameters under the Operating Agreement.
DAO Treasury Allocations	A portion of collected protocol fees may automatically flow to DAO Treasury Company Accounts for the collective benefit of the DAO, including development, infrastructure, audits, security, and governance-approved initiatives.
Core Team / Multisig Allocations	Under the Operating Agreement and Exhibit F, a defined share of total protocol fees is programmatically allocated to the Core Team Multisig Wallet for: Core Team Member Distributions (currently 20% of total fees as a Core Team Member Allocation) and Operational costs (e.g., infrastructure, hosting, development, legal, security). The internal ratio among Core Team Members, and the exact fee-distribution waterfall, are governed by the Operating Agreement and may be updated only in accordance with its amendment and governance procedures. These allocations are compensation for services and operations, do not create any right to profits for token holders, and are not dividends or investment returns.
Third-Party Integrations	Fees arising from integrations with external protocols (for example, oracles, liquidity pools, margin or lending protocols) are collected automatically and distributed per the relevant protocol's parameters. Epicentral Labs does not control the fee logic of such third-party contracts.

6.2 No Hidden Fees

All fee structures are encoded in on-chain programs and/or documented in Interface documentation.
Epicentral Labs does not maintain an off-chain, identity-linked ledger of user-specific transaction data; all essential transaction data is already public on Solana.
Any additional off-chain accounting relates to Company-level reporting (for example, treasury accounting, Member reimbursements, tax reporting) and not to custodial balances for Users.

7. Intellectual Property

All content, trademarks, source code (except as otherwise licensed), and documentation appearing on the Interfaces are the property of Epicentral Labs, DAO LLC or its contributors, unless otherwise stated.

You are granted a limited, revocable, non-exclusive license to access and use the Interfaces solely for lawful purposes. You may not:

copy, modify, or reverse-engineer the Interfaces except as allowed by applicable open-source licenses;
use the brand names "Epicentral Labs," "OPX," "Staking Lab," or "wattLABS" for commercial purposes without authorization;
remove or obscure any copyright, trademark, or attribution notices.

Open-source code in the Epicentral Labs GitHub organization is licensed under the terms specified in the relevant repository.

8. Prohibited Activities

You agree not to use any Interface for:

any activity that violates applicable laws, regulations, or sanctions;
attempting to gain unauthorized access to smart contracts, Company Accounts, or administrative systems;
deploying exploits, bots, or malicious code;
money laundering, terrorist financing, or other illicit financial activity;
market manipulation, including front-running, sandwich attacks, or wash trading;
circumventing geofencing, sanctions screening, or other compliance filters implemented pursuant to the Operating Agreement and applicable law.

Epicentral Labs reserves the right to restrict or disable access to any Interface to comply with law or in response to unlawful behavior.

9. Disclaimers of Liability

All Interfaces, protocols, and smart contracts are provided "AS IS" and "AS AVAILABLE."

Epicentral Labs makes no warranties, express or implied, regarding accuracy, functionality, availability, security, or fitness for a particular purpose.

You acknowledge that:

Smart contracts may contain bugs, vulnerabilities, or downtime.
Blockchain transactions are irreversible and may be lost due to user error, network failure, or third-party exploits.
Oracle or price-feed data may be manipulated, unavailable, or incorrect.
Epicentral Labs is not responsible for losses arising from forks, network congestion, third-party providers, exploits, or your own mismanagement of keys or devices.

To the maximum extent permitted by law, Epicentral Labs disclaims all liability for any direct, indirect, incidental, special, or consequential damages, including loss of assets, data, use, or goodwill.

9A. Risk and Security Disclaimers

Blockchain Risks Transactions on the Solana blockchain are irreversible and may be affected by congestion, forks, validator failures, or network attacks.
Smart-Contract Risks OPX, the Staking Lab, wrapping/unwrapping mechanisms, and all related programs are experimental autonomous programs. They may contain defects or vulnerabilities that could result in partial or total loss of assets.
Market Risks Digital-asset prices are volatile. Participation in options, staking, liquidity, or reward programs can result in loss of value, including a total loss of your position.
Security of Credentials You are solely responsible for maintaining the confidentiality and security of your wallet credentials (private keys, seed phrases, passwords, device security, etc.). Epicentral Labs cannot recover lost keys or reverse compromised transactions.
No Performance Guarantee Epicentral Labs does not guarantee:
- uninterrupted or error-free access to Interfaces;
- future compatibility with any wallet, network, or protocol;
- any economic outcome, APR, APY, or yield level.
Third-Party Risks Integrations with third-party protocols (including, without limitation, Watt Protocol, Orca, and Raydium) introduce additional smart-contract and market risks that are outside Epicentral Labs' control.

9B. Third-Party Integrations and External Protocols

Interfaces may enable or reference connections to third-party protocols:

Such protocols are independent and are not subsidiaries or affiliates of Epicentral Labs.
Interactions with those protocols occur directly between you and those third parties through on-chain instructions.
Epicentral Labs does not audit, control, or guarantee their performance, security, legality, or regulatory status.
Your use of any third-party protocol is at your sole risk and is subject to that protocol's own terms and privacy policies.
You agree to indemnify and hold harmless Epicentral Labs, DAO LLC, its Members, and Core Team Members from any claim or liability arising from your use of third-party protocols.

9C. Security Disclaimer (Explicit)

Security Disclaimer:

The protocols, smart contracts, and Interfaces operated or governed by Epicentral Labs are experimental and non-custodial.

Even where internal reviews or third-party audits are performed pursuant to the Operating Agreement, no audit or review can guarantee the absence of vulnerabilities.

Upgrade authority is held by the DAO Treasury and is exercised only pursuant to approved Realms governance proposals, subject to code-review and transparency requirements. No individual Member or Core Team Member may unilaterally upgrade programs or alter user balances.

By using the Interfaces, you acknowledge and accept that you bear all risks of interacting with autonomous smart contracts, including risks from bugs, hacks, economic attacks, and governance decisions.

You should only interact with the protocols if you fully understand these risks and can tolerate the possibility of total loss of any assets you choose to transact with.

10. Privacy Policy (Overview)

Epicentral Labs values transparency and minimal data collection. Because our Interfaces are non-custodial and on-chain, we generally do not require or request personal information from ordinary users (for example, names, government IDs, or postal addresses) to access or interact with the core protocol.

A more detailed Privacy Policy appears in the section titled "Privacy Policy" below and is incorporated into these Terms by reference.

11. Compliance and Sanctions

Epicentral Labs complies with applicable U.S. federal laws and Wyoming state regulations, including:

Wyoming DAO Act and LLC Act;
Bank Secrecy Act and FinCEN guidance, to the extent applicable to non-custodial architectures;
OFAC sanctions programs;
Commodity Exchange Act and Securities Exchange Act of 1934, to the extent applicable.

The Operating Agreement authorizes the DAO to implement front-end or interface-level controls such as:

IP-based geofencing;
sanctions and address screening;
address-risk filters;
other feature-specific access or distribution controls required by law.

Epicentral Labs is a non-custodial software provider and does not act as a money transmitter, broker-dealer, futures commission merchant, or investment adviser solely by operating or upgrading its non-custodial smart contracts.

You are solely responsible for ensuring your activities comply with your local laws and regulations.

12. Limitation of Liability

To the maximum extent permitted by law, Epicentral Labs, DAO LLC, its Members, Core Team Members, contractors, or affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of assets, profits, revenue, goodwill, or data, arising out of or relating to:

use of, or inability to use, the Interfaces;
smart-contract execution or failure;
blockchain network issues or forks;
reliance on on-chain or off-chain data (including oracles and analytics);
actions or inactions by third-party protocols or service providers.

Your exclusive remedy is to discontinue use of the Interfaces.

13. Indemnification

You agree to indemnify and hold harmless Epicentral Labs, DAO LLC, its Members, Core Team Members, and authorized agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

your violation of these Terms;
your misuse or unauthorized use of any Interface;
your violation of any applicable law or regulation;
your interaction with third-party protocols via the Interfaces.

14. Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to these Terms or your use of Epicentral Labs' Interfaces shall be resolved by binding arbitration under the rules of the American Arbitration Association (AAA) (or another mutually agreed arbitration body):

Arbitration will be conducted confidentially, in English, seated in Cheyenne, Wyoming, USA.
A single arbitrator will preside, and their decision will be final and binding.
Each party will bear its own costs unless the arbitrator decides otherwise.

Nothing in this section limits any mandatory arbitration or dispute-resolution requirements that apply specifically to Members or Core Team Members under the Operating Agreement.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, including the DAO Act and LLC Act, without regard to conflict-of-law rules. To the extent federal law applies, U.S. federal law shall govern.

16. Modifications

Epicentral Labs may modify or update these Terms at any time. Changes become effective upon posting to an official website or a publicly referenced decentralized storage link (for example, IPFS) and may also be referenced through the Realms Mechanism for transparency.

Continued use of any Interface following publication constitutes acceptance of the revised Terms.

17. Contact Information

Epicentral Labs, DAO LLC
Registered in Wyoming, United States
Legal & Compliance Mailing: 30 N Gould St Ste R, Sheridan, WY 82801
Official Website: https://epicentrallabs.com

18. Regulatory Safe Harbor Statement

18.1 Purpose

This section summarizes how Epicentral Labs' core activities and Interfaces are designed to operate as non-custodial, autonomous software systems within applicable statutory and regulatory exemptions, consistent with the Operating Agreement's Regulatory Safe Harbor and related Exhibits.

18.2 Autonomous Programs and Upgrade Authority

All core programs—including OPX, the Staking Lab, and wrapping/unwrapping mechanisms—are treated as Autonomous Programs:

They are self-executing smart contracts deployed on Solana.
Upgrade authority is held by the DAO Treasury Wallet, not by any individual.
Any upgrade must be:
- authorized via a vote under the Realms Mechanism;
- subject to minimum voting and delay periods;
- accompanied by specified disclosures (program IDs, commit hashes, and any available audit or review references).

No person, Member, or Core Team Member may unilaterally modify, pause, or replace a deployed program or alter user balances outside these governance procedures.

18.3 Non-Custodial Architecture

All Interfaces are architected so that Users retain exclusive cryptographic control of their digital assets. The Company, its Members, and Core Team Members do not:

take custody of user funds;
intermediate or broker trades between Users;
exercise order-routing discretion for Users;
provide individualized investment recommendations.

Accordingly, Epicentral Labs is not, solely by virtue of operating non-custodial code:

a money transmitter;
a broker or dealer;
an investment adviser;
a futures commission merchant or derivatives intermediary.

18.4 Protocol-Level Fees Only

Any revenue collected arises solely from fixed or parameterized protocol-level fees embedded in smart-contract logic. These fees represent payment for software usage and interoperability, and not compensation tied to:

token appreciation;
investment returns;
pooled profits;
the entrepreneurial or managerial efforts of others.

18.5 Transparency, Sanctions, and Guardrails

Epicentral Labs:

maintains a registered agent and required Wyoming filings;
documents upgrade and governance procedures publicly;
may implement geofencing, sanctions screening, and other compliance controls on Interfaces where required;
does not enable retail leveraged or margined commodity transactions for U.S. persons without appropriate registration, exemption, or other legal basis.

18.6 No Securities, Swaps, or Investment Contracts

Epicentral Labs expressly disclaims the offering or issuance of securities, swaps, or investment contracts. All tokens used in the ecosystem (including LABS, xLABS, and any protocol-specific wrappers) are intended as governance and utility tokens used for:

voting and proposals via the Realms Mechanism;
staking and participation tracking;
protocol-level incentives and fee rebates.

They are not equity, are not promises of profit, and are designed to fall outside the Howey test criteria as described in the Operating Agreement's regulatory Exhibits.

18.7 User Acknowledgment

By using any Interface, you acknowledge that:

you interact directly with open-source, non-custodial smart contracts at your own risk;
no party guarantees returns, profits, or performance;
you are responsible for understanding and complying with the laws of your own jurisdiction.

This Terms of Service is intended to be consistent with and subordinate to the Operating Agreement of Epicentral Labs, DAO LLC and its Exhibits. In the event of any conflict, the Operating Agreement (as duly amended under its own procedures) will control.

Terms of Service

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