Terms of Service

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These Terms of Service (the “Terms”) govern your access to and use of the websites, mobile applications, software, APIs, and related services (collectively, the “Services”) provided by Otus Labs, Inc. (“Otus,” “we,” “us,” or “our”). These Terms apply to all users of the Services, including users who create an account (“you”).

By clicking “I agree,” creating an account, or otherwise accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy (and any other policies or disclosures we present within the Services). If you do not agree, do not access or use the Services.

NOTICE ON DISPUTE RESOLUTION: These Terms contain an arbitration agreement and class action waiver (see Section 20) that affects your rights.

NO ADVICE. The Services and any content, statements, projections, estimates, or other information made available by Otus (including on our website and in our communications) are provided for general informational purposes only and do not constitute financial, investment, legal, tax, or other professional advice, and should not be relied upon as such. You are solely responsible for your decisions and should consult qualified professionals as appropriate.

NO GUARANTEES; FEATURES MAY CHANGE. We may change, delay, remove, suspend, or decide not to release any feature or functionality at any time. We make no guarantees about the timing, availability, performance, behavior, or outcomes of any future product or feature.

1. What Otus Does

Otus provides a noncustodial software platform that helps users allocate and manage crypto assets held in their own self-custodied wallets, including through onchain protocols, using automated software and autonomous agents.

Otus does not custody, hold, or control user funds or private keys. All assets remain in wallets controlled by you. Transactions are executed using your wallet and require your authorization (including via smart contract approvals, session keys, or similar mechanisms you configure). Otus provides software that facilitates these transactions but does not take possession of your assets at any point.

The Services include:

  • A user interface for onboarding, account controls, wallet connection, and transaction initiation;
  • Tools that interact with third-party onchain protocols and service providers;
  • Automated execution features (including “agents”) that operate within the permissions you grant, to perform actions such as protocol interactions, rebalancing, and yield optimization based on settings you choose;
  • Disclosures, dashboards, and reporting.

Otus is not a bank, broker-dealer, investment adviser, or money transmitter. We do not take deposits, hold customer funds, or offer bank accounts. No FDIC or SIPC insurance applies to any activity on the Services. Funds routed through onchain protocols are subject to the risks described in Section 8 and may be lost in whole or in part.

We may modify, suspend, or discontinue any part of the Services at any time, subject to applicable law.

2. Eligibility; Geographic Restrictions; Sanctions

You may use the Services only if you:

  • Are at least 18 years old (or the age of majority where you live);
  • Are a resident of the United States;
  • Have the legal capacity to enter into these Terms;
  • Complete any required identity verification and compliance checks;
  • Are not a Restricted Person (as defined below).

U.S.-only. The Services are offered only to users located in and resident in the United States. You agree not to access or use the Services from outside the United States, including through a VPN, proxy, or similar service designed to misrepresent your location.

Restricted U.S. jurisdictions. The Services may not be available in all U.S. states. We may add or remove jurisdictions at any time based on licensing, regulatory, or risk considerations.

Sanctions and Restricted Persons. You represent and warrant that you are not, and are not acting on behalf of:

  • A person or entity identified on the Specially Designated Nationals and Blocked Persons List (SDN List) maintained by the U.S. Treasury’s Office of Foreign Assets Control (OFAC), or any other U.S. government restricted party list;
  • A resident, national, or ordinarily resident person of any country or region subject to comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine);
  • A person otherwise prohibited from using the Services under applicable U.S. sanctions, export control, or anti-money laundering laws.

(Collectively, “Restricted Persons.”)

You agree not to use the Services to transact with any Restricted Person or to engage in any activity that would cause Otus to violate applicable sanctions laws. If you become a Restricted Person, or if we reasonably believe you are a Restricted Person, we may block, suspend, or terminate your access and may be required to report your activity to applicable authorities.

3. Account Registration and Security

To access features, you must create an account and provide accurate and complete information. You agree to:

  • Maintain accurate account information;
  • Protect your credentials and devices;
  • Notify us promptly of unauthorized access or suspected security incidents.

You are responsible for all activity through your account unless prohibited by law.

4. Identity Verification; Compliance; Sanctions

We (and our service providers) may require identity verification, screening, and ongoing monitoring, including collecting information and documents and conducting checks against government watchlists.

You authorize Otus and our providers to:

  • Verify your identity and information;
  • Conduct screening and monitoring (including AML, sanctions, fraud, and risk checks);
  • Request additional information and documentation at any time.

We may suspend, restrict, or close accounts and block or delay transactions where we reasonably believe it is necessary to comply with law, protect the Services, or manage risk.

5. Relationship to Third Parties; No Fiduciary Duty

The Services may rely on third parties (e.g., custodians, payment processors, banking partners, blockchain networks, protocols, market makers, exchanges, analytics providers). Your use of certain features may be subject to those third parties’ terms and policies.

To the extent permitted by law, Otus is not acting as your fiduciary, financial advisor, broker, commodity trading advisor, or investment adviser. We provide the Services as a technology and execution layer based on your authorizations and settings.

Otus does not provide financial planning, investment advisory, brokerage, legal, or tax services, and nothing in the Services (including any allocation logic, agent behavior, labels such as “smart savings,” yield estimates, or other outputs) is a recommendation, endorsement, or advice regarding any asset, strategy, or transaction. Any decisions to use the Services or to engage with third-party providers or protocols are made solely by you.

6. User Direction, Agent Authorization, and Transaction Finality

6.1 Your authorization

When you use automated features, you grant Otus’s software and agents permission to execute transactions from your wallet within the scope and limits you configure. Depending on the feature, this may include:

  • Smart contract approvals you grant to Otus-operated contracts or third-party protocols;
  • Session keys or delegated signing permissions with scope and duration you define;
  • Transaction parameters (maximum amounts, eligible protocols, rebalancing thresholds, risk settings) you select.

You are responsible for the permissions you grant. You can review, modify, or revoke agent permissions at any time through the Services. Revocation applies prospectively and does not reverse transactions already executed.

Some actions are irreversible, including onchain transactions. Once a transaction is broadcast, Otus cannot cancel, reverse, or recover it.

6.2 Transaction delays and failures

Transactions may be delayed, rejected, reversed, or fail due to:

  • Network congestion, validator issues, chain reorganizations, protocol failures;
  • Third-party outages or maintenance;
  • Compliance holds or fraud prevention;
  • Insufficient funds, incorrect addresses, or user error.

We do not guarantee execution times.

7. Self-Custody and Wallet Security

Because the Services are noncustodial:

  • You are solely responsible for the security of your wallet, private keys, seed phrase, recovery phrase, and any device or service you use to manage them.
  • Otus cannot recover lost or stolen private keys, seed phrases, or wallets. If you lose access to your wallet, you will lose access to your funds permanently, and Otus cannot help you recover them.
  • Otus will never ask you for your seed phrase, private keys, or recovery phrase. Any request purporting to be from Otus asking for these is fraudulent.
  • You are responsible for reviewing and understanding smart contract approvals you grant, including approvals granted through the Services.
  • You are responsible for the tax treatment and reporting of your onchain activity.

8. Fees; Pricing; Taxes

We may charge fees (e.g., subscription, platform, performance, transaction, spread, withdrawal, or network-related fees) as disclosed in the Services or a fee schedule.

You authorize us to collect fees by deducting them from amounts you transfer, hold, or receive through the Services, where permitted.

Taxes: You are responsible for determining and paying applicable taxes. We do not provide tax advice.

9. No Guarantee of Yield; Market and Protocol Risk Disclosures

Yield is not guaranteed. Any APY, estimated return, yield figure, or performance metric displayed in the Services is an estimate based on data from third-party protocols and market conditions at the time of display. These figures:

  • Are variable and may change at any time, often without notice;
  • Are gross of fees unless expressly labeled “net” or similar;
  • Are based on information from third parties that Otus does not independently verify and that may be incomplete, delayed, or inaccurate;
  • Do not reflect the risks described below, which may cause actual returns to be lower, zero, or negative;
  • Are not projections, forecasts, or guarantees of future performance.

Past performance of any protocol, strategy, or asset is not indicative of future results. You should not rely on displayed yield figures as a basis for any financial decision without understanding the associated risks.

You understand and accept that using the Services may expose you to substantial risks, including:

  • Loss of principal (partial or total);
  • Smart contract vulnerabilities, exploits, governance attacks, oracle failures;
  • Counterparty and custody risk (including provider insolvency);
  • Stablecoin depegs, liquidity shortages, withdrawal gates, or protocol pauses;
  • Blockchain/network risks (forks, congestion, censorship, outages);
  • Regulatory actions or legal changes that impact protocols or assets;
  • Operational risks from integrations, pricing feeds, or third-party services.

You acknowledge that DeFi is experimental and can fail.

10. Not a Bank; No FDIC/SIPC; No Guaranteed Availability of Funds

Otus is not a bank, trust company, broker-dealer, investment adviser, money transmitter, or other regulated financial institution. The Services:

  • Do not constitute a bank account, deposit account, or other bank product;
  • Are not insured by the FDIC, NCUA, SIPC, or any other government or private insurance program;
  • Do not provide any guarantee that funds will be available, recoverable, or redeemable at any particular time or value.

The Smart Yield Account and any similar feature names used in the Services are descriptive product names only. They do not mean, imply, or create a bank account, savings account, deposit relationship, or any equivalent legal status. Funds associated with a Smart Yield Account remain in your self-custodied wallet and are subject to the risks described in Section 9.

By using the Services, you consent to receive communications electronically (e.g., email, SMS, push notifications, in-app notices). You agree that electronic communications satisfy any legal notice requirements, except where prohibited by law.

You are responsible for keeping contact details current.

12. Acceptable Use

You agree not to:

  • Violate any law or regulation, including sanctions, AML, or consumer protection laws;
  • Use the Services for fraud, money laundering, terrorist financing, or illegal activity;
  • Interfere with or disrupt the Services or attempt unauthorized access;
  • Reverse engineer, scrape, or misuse the Services (except where prohibited by law);
  • Upload malware or attempt to compromise security;
  • Use the Services in ways that harm Otus, other users, or third parties;
  • Attempt to access the Services from a Restricted jurisdiction or as a Restricted Person, including through a VPN, proxy, or other means of concealing your location or identity;
  • Use the Services to launder proceeds of crime, evade sanctions, finance terrorism, or engage in any transaction designed to obscure the source or destination of funds;
  • Use the Services to interact with smart contracts, protocols, wallets, or addresses that you know or should know are associated with sanctioned parties, stolen funds, or illicit activity;
  • Use bots, scripts, or other automated means to access the Services, except for automated features Otus expressly provides;
  • Attempt to exploit, manipulate, or abuse the Services, including by exploiting bugs, front-running Otus transactions, or manipulating yield displays.

We may suspend or terminate access for violations or risk management.

13. User Content; Feedback

If you provide content (e.g., support requests, comments, configurations), you grant Otus a limited license to use it to operate, improve, and provide the Services.

If you provide feedback, you grant Otus the right to use it without restriction or compensation.

14. Intellectual Property

Otus and its licensors own the Services, including software, designs, text, graphics, trademarks, and any related technology.

Subject to these Terms, Otus grants you a limited, non-exclusive, non-transferable, revocable license to use the Services for personal, lawful purposes.

15. Privacy

Our Privacy Policy explains how we collect, use, share, and protect personal information. You acknowledge that we may share information with service providers and compliance partners as needed to provide the Services and comply with law.

16. Suspension; Termination; Account Closure

We may suspend, restrict, or terminate your access (and/or close your account) at any time, with or without notice, where we reasonably determine it is necessary to:

  • Comply with law or legal process;
  • Address suspected fraud or security issues;
  • Manage risk or protect the Services;
  • Enforce these Terms.

You may close your account as permitted in the Services, subject to outstanding obligations, compliance holds, and transaction finality.

17. Disclaimers

Any content or information provided through the Services is provided for general informational purposes only and may be incomplete, outdated, or incorrect. Otus does not guarantee the accuracy, completeness, or usefulness of any such information.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” OTUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

OTUS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT ANY YIELD, PERFORMANCE, OR OUTCOME WILL BE ACHIEVED.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OTUS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR DIMINUTION IN VALUE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OTUS’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT OF FEES YOU PAID TO OTUS IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) $100.

Some jurisdictions do not allow certain limitations; these limitations apply to the extent permitted.

19. Indemnification

You agree to indemnify and hold harmless Otus and its affiliates, officers, directors, employees, and agents from claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Services, (b) your violation of these Terms, or (c) your violation of applicable law or third-party rights.

20. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles, except that the arbitration agreement in Section 20 is governed by the Federal Arbitration Act.

21. Arbitration Agreement; Class Action Waiver; Time Limits

21.1 Informal resolution

Before initiating arbitration, you agree to contact us at info@otus.io and provide a brief description of the dispute and your contact information. We will attempt to resolve the dispute informally within 30 days.

21.2 Binding arbitration

If not resolved, any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by AAA (or JAMS) under its applicable rules, conducted in English, with the arbitration held in the United States or by video conference where permitted.

21.3 Class action waiver

YOU AND OTUS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

21.4 Exceptions

Either party may seek injunctive relief in court to protect intellectual property or to prevent unauthorized access or misuse of the Services.

21.5 Time limitation

Any claim must be brought within one (1) year of when the claim arises, unless prohibited by law.

22. Changes to These Terms

We may update these Terms. If we make material changes, we will provide notice as required by law (e.g., in-app notice or email). Your continued use after the effective date means you accept the updated Terms.

We may also change, suspend, discontinue, or decide not to release any aspect of the Services (including any pre-launch or future functionality) at any time, and we make no guarantees regarding future availability or behavior.

23. Miscellaneous

  • Entire Agreement: These Terms and referenced policies are the entire agreement.
  • Severability: If any part is unenforceable, the remainder remains in effect.
  • Assignment: You may not assign these Terms without our consent; we may assign to an affiliate or successor.
  • No Waiver: Failure to enforce a provision is not a waiver.

24. Contact Us

Otus Labs, Inc.

Email: info@otus.io