Terms of Service

1. Introduction
Overlord club llc and its Affiliates (collectively, “we,” “our,” “us”, or the overlord club )
provide the following Terms of Use that, as they may be modified from time to time by The
overlord club in its sole discretion (the “Terms”) apply to our users (“you”or “User(s)”) and
govern each User’s access to, and use of, The Overlord Club products and services as well as
our mobile and web-based application(s), our website(s), any software, programs,
documentation, tools, hardware, internet-based services, components, and any updates (including
software maintenance, service information, help content, bug fixes or maintenance releases)
provided to you by The Overlord Club,directly or indirectly, through our mobile application, our
website, or any other online services we provide (each a “Service,” and collectively the
“Services”).

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PLEASE CAREFULLY REVIEW THESE TERMS BEFORE USING, OR CONTINUING TO
USE, ANY OF THE OVERLORD CLUB SERVICES. THE TERMS INCLUDE IMPORTANT
INFORMATION ABOUT YOUR RELATIONSHIP WITH THE OVERLORD
CLUB,INCLUDING MANDATORY ARBITRATION OF DISPUTES BETWEEN YOU AND
THE OVERLORD CLUB INSTEAD OF CLASS ACTIONS OR JURY TRIALS THE
SERVICES ARE PROVIDED SOLELY FOR USE BY YOU, AND YOUR USE OF THE
SERVICES IS EXPRESSLY CONDITIONED ON YOUR CONSENT TO, AND
COMPLIANCE WITH, THE TERMS. BY ACCESSING OR USING OUR SERVICES, YOU
AGREE TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE TO ANY OF THE
PROVISIONS OF THESE TERMS YOU SHOULD IMMEDIATELY STOP USING THE
SERVICES. IN ADDITION, OUR PRIVACY POLICY IS INCORPORATED INTO THE
TERMS IN ITS ENTIRETY. WE ENCOURAGE YOU TO READ THE TERMS CAREFULLY
AND USE THEM TO MAKE INFORMED DECISIONS.
IMPORTANT NOTICE REGARDING THE TREATMENT OF DIGITAL ASSETS
THE TREATMENT OF DIGITAL ASSETS IN YOUR OVERLORD CLUB ACCOUNT MAY
HAVE CHANGED DEPENDING ON THE JURISDICTION IN WHICH YOU RESIDE AND
WHETHER THE OVERLORD CLUB CUSTODY SERVICE (SEE SECTION 4(B) BELOW)
IS AVAILABLE TO YOU. PLEASE READ THE FOLLOWING TERMS CAREFULLY SO
THAT YOU UNDERSTAND THESE CHANGES AND CAN MAKE INFORMED
FINANCIAL DECISIONS.

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TERMS APPLICABLE TO ALL USERS RESIDING IN THE UNITED STATES

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1. ANY ELIGIBLE DIGITAL ASSET THAT YOU LOANED TO THE OVERLORD
CLUB THROUGH THE EARN SERVICE PRIOR TO ANY MODIFICATION DATE
WILL CONTINUE TO EARN REWARDS PURSUANT TO THE TERMS HEREIN,
UNTIL SUCH TIME AS ANY SUCH ELIGIBLE DIGITAL ASSET IS THEREAFTER
USED IN A SERVICE OTHER THAN THE EARN SERVICE OR OTHERWISE

WITHDRAWN FROM YOUR OVERLORD CLUB ACCOUNT (EACH AN “EARN
SERVICE TERMINATION EVENT”).

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TERMS APPLICABLE TO NON-ACCREDITED U.S. USERS

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1. IF YOU RESIDE IN THE UNITED STATES AND ARE NOT REGISTERED WITH
THE OVERLORD CLUB AS ACCREDITED INVESTORS (A “NON-ACCREDITED
U.S. USER”) ANY ELIGIBLE DIGITAL ASSET THAT IS SUBJECT TO AN EARN
SERVICE TERMINATION EVENT WILL NOT HAVE ACCESS TO THE EARN
SERVICE THEREAFTER; SUCH ELIGIBLE DIGITAL ASSET, HOWEVER, MAY BE
USED IN THE OVERLORD CLUB OTHER SERVICES SUBJECT TO THE TERMS
HEREIN.

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2. IF YOU ARE A NON-ACCREDITED U.S. USER, ANY DIGITAL ASSET
TRANSFERRED TO THE OVERLORD CLUB ON OR AFTER ANY
MODIFICATION DATE MAY NOT EARN REWARDS AND MAY NOT HAVE
ACCESS TO THE EARN SERVICE.

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TERMS APPLICABLE TO ACCREDITED U.S. USERS

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1. IF YOU RESIDE IN THE UNITED STATES AND ARE REGISTERED WITH THE
OVERLORD CLUB AS AN ACCREDITED INVESTOR (AN “ACCREDITED U.S.
USER”), YOU SHALL HAVE ACCESS TO THE EARN SERVICE SUBJECT TO THE
TERMS HEREIN.

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2. IF YOU ARE AN ACCREDITED U.S. USER AND AND HAVE ACCESS TO THE
CUSTODY SERVICE VIA YOUR THE OVERLORD CLUB ACCOUNT, ANY
ELIGIBLE DIGITAL ASSET TRANSFERRED TO THE OVERLORD CLUB MAY
INITIALLY BE TRANSFERRED TO A CUSTODY WALLET, BUT MAY
THEREAFTER BE USED IN THE EARN SERVICE AT YOUR DISCRETION.

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3. IF YOU ARE AN ACCREDITED U.S. USER AND DO NOT HAVE ACCESS TO THE
CUSTODY SERVICE VIA YOUR THE OVERLORD CLUB ACCOUNT, ANY
ELIGIBLE DIGITAL ASSET TRANSFERRED TO THE OVERLORD CLUB ON OR
AFTER THE MODIFICATION DATE WILL BE INITIALLY TRANSFERRED TO
THE EARN SERVICE AND CONSTITUTE A LOAN TO THE OVERLORD CLUB.

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4. PROVIDED THAT YOU CONTINUE TO MAINTAIN YOUR STATUS WITH THE
OVERLORD CLUB AS AN ACCREDITED U.S. USER, YOUR ABILITY TO USE
THE EARN SERVICE SHALL CONTINUE WITH RESPECT TO ALL ELIGIBLE
DIGITAL ASSETS IN YOUR THE OVERLORD CLUB ACCOUNT.
TERMS APPLICABLE TO USERS RESIDING OUTSIDE THE UNITED STATES

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1. IF YOU RESIDE OUTSIDE THE UNITED STATES, YOU SHALL HAVE ACCESS
TO THE EARN SERVICE SUBJECT TO THE TERMS HEREIN.

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2. ANY ELIGIBLE DIGITAL ASSET THAT YOU LOANED TO THE OVERLORD
CLUB THROUGH THE EARN SERVICE PRIOR, WILL CONTINUE TO EARN
REWARDS.

3. ANY ELIGIBLE DIGITAL ASSET TRANSFERRED TO THE OVERLORD CLUB
WILL BE INITIALLY TRANSFERRED TO THE EARN SERVICE AND
CONSTITUTE A LOAN FROM YOU TO THE OVERLORD CLUB.

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Please take further notice that The overlord club may modify the Terms at any time and in its
sole discretion by posting the revised Terms on the The overlord club website. You shall be
bound by such modifications effective immediately upon posting. It is your responsibility to
review these Terms prior to each use of the Services.

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The overlord club reserves the right to implement, change, modify, or increase any fee, rates or
other related cost in connection with your The overlord club Account or the use of any of the
Services at any time. In the event a fee applies to you, we will notify you of the pricing of the fee
prior to your providing authorization to complete the subject transaction or transfer. By accepting
the Terms you hereby agree to pay all fees associated with or incurred by your use of the The
overlord club Account or any of the Services.

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2. Definitions
Capitalized terms shall have the meanings assigned to them in these Terms, unless the context
requires otherwise.
“Account” or “The overlord club Account” means a User’s designated user account on the
The overlord club website or mobile application, allowing a User to access and use the Services,
view the User’s balance of Eligible Digital Assets held in custody on the User’s behalf or loaned
by the User to The Overlord Club,and any rewards gained on loaned Eligible Digital Assets, and
manage the User’s personal information and profile.

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YOUR THE OVERLORD CLUB
ACCOUNT IS NOT A BANK ACCOUNT, DEPOSIT ACCOUNT, SAVINGS
ACCOUNTS, CHECKING ACCOUNT, OR ANY OTHER TYPE OF ASSET ACCOUNT
AND SHOULD NOT BE CHARACTERIZED AS A BANKING PRODUCT OR
SERVICE. THE USE OF TERMS SUCH AS “ACCOUNT,” “ACCOUNT BALANCE,”
“WITHDRAW” AND SIMILAR LANGUAGE IN CONNECTION WITH THE EARN
SERVICE (SEE FURTHER SECTIONS 4(D) AND 4(E) BELOW, RESPECTIVELY)
DOES NOT IMPLY OR ESTABLISH, AND SHALL NOT BE TAKEN TO SUGGEST,
ANY FORM OF CUSTODY RELATIONSHIP, AND SUCH LANGUAGE IS USED
HEREIN AS TERMS OF CONVENIENCE ONLY IN REFERRING TO USERS’
LENDING OF DIGITAL ASSETS TO OR FROM THE OVERLORD CLUB AS PART OF
THE EARN SERVICE, AND THE OVERLORD CLUB OBLIGATION TO TRANSFER
DIGITAL ASSETS TO USERS UPON THE TERMINATION OF SUCH LOANS OR
REPAYMENT OF SUCH BORROWING IN CONNECTION WITH THESE SERVICES.
“Affiliate” means an entity that owns or controls, is owned or controlled by, or is or under
common control or ownership with a party, where control is defined as the direct or indirect
power to direct or cause the direction of the management and policies of such party, whether
through ownership of voting securities, by contract, or otherwise.

“AML” stands for Anti-Money Laundering, which means a set of procedures, laws, and
regulations that are intended to stop the practice of generating income through illegal actions.
“Blockchain” means a system in which records of transactions made in Digital Assets are
maintained across several computers that are linked in a peer-to-peer network.
“Custody Wallet” means a Virtual Wallet where all Eligible Digital Assets held therein are
custodial assets maintained either by us or by a third party institution or other entity selected by
The overlord club (a “Third Party Custodian”).

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“Digital Asset” means a digital representation of value in which encryption techniques are used
to regulate the generation of digital units and verify the transfer of assets, operating
independently from a central bank.

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“Eligible Digital Assets” means the types of Digital Assets we may choose to designate for
inclusion under one or more of the Services from time to time, which are subject to change
and/or limitation in our sole discretion, based on business, regulatory and/or other
considerations.

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“Fiat,” when used in reference to money or currency, means the coin and paper money of a
country that is designated as legal tender, circulates, and is customarily used and accepted as a
medium of exchange in the country of issuance.

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“KYC” stands for Know Your Customer (or Client), which means the process of a business
verifying the identity of its customers or clients and assessing potential risks of illegal intentions
for the business relationship.

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“Pegging” is the practice of fixing the exchange rate of one currency to the value of another
currency or asset.

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“Stablecoin” means a Digital Asset that is Pegged to a Fiat currency.
“Virtual Wallet” or “Virtual Wallet Address” means an on-Blockchain virtual address in
which Digital Assets can be held and transferred.

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“Overlord Empire Token” means the Digital token issued from the real estate company The
Overlord Empire.

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3. Eligibility and Proof of Identity
In order to use the Services you must first register for a The overlord club Account.
In order to be eligible to access and use the Services, you must (i) be eighteen (18) years of age
or older, (ii) have the legal ability to enter into and be bound by these Terms, (iii) comply with
these Terms, and (iv) register for and maintain an active and valid The overlord club Account.

The overlord club is not obligated to accept any application from any applicant and has sole and
absolute discretion to accept or reject applications to create The overlord club Accounts.
The Services are not available where prohibited by law or by The overlord club policy, as
updated from time to time; currently, such places include, but are not necessarily limited to, the
countries of Iran, North Korea, Sudan, South Sudan, Syria, Cuba, or any other country against
which the United States, the United Kingdom or the European Union imposes financial sanctions
or embargoes.

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Be advised that in some jurisdictions, due to regulatory considerations, The overlord club may
not provide part or all of the Services, which may include support for some Eligible Digital
Assets or the Overlord Empire Token.

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Due to changing regulatory requirements and interpretations in the Digital Assets markets, The
overlord club may use its sole and absolute discretion to, among other things, reject specific
applications to open The overlord club Accounts, prohibit use of part or all of the Services and/or
close, freeze or suspend The overlord club Accounts, where The Overlord Club,in its sole and
absolute discretion, has determined that regulatory or policy reasons prevent The overlord club
from being able to offer its Services.

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The overlord club is subject to AML, KYC, and U.S. sanction requirements under the Bank
Secrecy Act (“BSA”), Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act (“USA PATRIOT Act”), and the Office of
Foreign Assets Control (“OFAC”).

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Under applicable AML and OFAC rules, The overlord club is obligated to maintain certain
information about you, including User records and transaction history, for five years (seven years
for Users residing in the state of New York), or a longer period as may be required under
applicable laws. Under certain circumstances, The overlord club is required to report to the
competent authorities of any unusual transactions, or of any suspicion it may have that any User
might be involved in any financial crime or illicit activity.

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The overlord club is required to comply with applicable AML and KYC requirements before and
after you register for a The overlord club Account. When you register for a The overlord club
Account, we will ask for documentation and information, including but not limited to copies of
your government-issued identification document (e.g. Passport, driver’s license). For corporate
The overlord club Accounts, we may require identification information related to the directors,
officers, authorized representatives, or equity owners of the business. We may also gather and
use information about you from third parties, to help us confirm your identity, perform our
AML/KYC checks and/or determine your access to the Services You represent and warrant at all
times that any and all information provided by you to us is true, accurate, and not misleading in
any respect. If any such information changes, it is your obligation to provide the new information
to us as soon as practicable following such change.

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4. Services

A. The overlord club Account
Your The overlord club Account allows you to view your balances in connection with the
Services provided to you by The overlord club and access the Services and conduct certain
transactions online. You are solely responsible for the activities under your The overlord club
Account and for securing your The overlord club Account IDs, passwords, hints, or any other
codes that you use to access your The overlord club Account and the Services. The overlord club
is not responsible for any loss or compromise of your access information and/or your personal
information, or for any loss that you may sustain due to compromise of your access information
and/or personal information.

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THE OVERLORD CLUB MAY RESTRICT SERVICES IN CERTAIN JURISDICTIONS DUE
TO APPLICABLE LAWS, REGULATIONS, AND BUSINESS CONSIDERATIONS, AT ITS
SOLE DISCRETION. ANY SERVICES AVAILABLE TO YOU WILL BE THOSE
ACCESSIBLE VIA YOUR THE OVERLORD CLUB ACCOUNT. IF YOU RESIDE IN THE
UNITED STATES, THE SERVICES AVAILABLE TO YOU MAY DEPEND ON YOUR
STATUS AS AN ACCREDITED INVESTOR. THE OVERLORD CLUB MAY REQUEST
FROM YOU PROOF OF ACCREDITED INVESTOR STATUS PERIODICALLY OR AT ANY
TIME, IN THE OVERLORD CLUB SOLE DISCRETION. THE FAILURE OF A USER TO
TIMELY RESPOND TO SUCH A REQUEST MAY RESULT IN THE TEMPORARY OR
PERMANENT LOSS OF THAT USER’S ABILITY TO USE A SERVICE. THE OVERLORD
CLUB IS NOT LIABLE TO ANY LOSS OR DAMAGE RESULTING FROM SUCH
TEMPORARY OR PERMANENT LOSS OF USE TO ANY SERVICE.

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We will not be liable for following any instruction we receive through your The overlord club
Account, even if it was not authorized by you, or if it was entered by mistake or is otherwise
inaccurate. To verify the authenticity of any instruction we receive through your The overlord
club Account, at our sole discretion we may require your signature or identification in any form
we deem necessary, and we may accept digital images and electronic signatures for documents
that need to be signed. You agree to reimburse us (and we may charge you or deduct from the
balance of your The overlord club Account) for all claims, costs, losses, and damages, including
reasonable attorneys’ fees, that result from our following instructions we receive through your
The overlord club Account to take any action related to your The overlord club Account.
Your The overlord club Account is not a bank account, deposit account, savings accounts,
checking account, or any other type of asset account and should not be characterized as a
banking product or service. All Eligible Digital Asset balances on your The overlord club
Account represent Digital Assets that are either (1) held in your Custody Wallet by The overlord
club or a Third Party Custodian, (2) loaned by you to The Overlord Club,or (3) posted to The
overlord club as collateral and, therefore, owned, held and/or controlled by The overlord club
(under the applicable Service, as further detailed herein), and subject to The Overlord Club
obligation to deliver such Digital Assets back to you upon the termination of the applicable
Service.

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The overlord club may freeze, suspend or terminate your The overlord club Account at any time
in its sole discretion, in addition to taking any action and seeking any remedy it may be entitled to in law or in equity, including if The overlord club suspects your involvement in any fraudulent
activity of any kind or other misuse of the Services, provision by you of inaccurate or misleading
information, or your involvement in any money laundering or other financial crime related to
you or your The overlord club Account.

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B. Custody
Our custody (“Custody”) Service allows you to store Eligible Digital Assets in a Custody Wallet
accessible through your The overlord club Account. PLEASE NOTE THAT WHEN YOU
USE OUR CUSTODY SERVICE TO STORE ELIGIBLE DIGITAL ASSETS YOU WILL
NOT RECEIVE A FINANCING FEE, REWARDS OR FINANCIAL COMPENSATION
OF ANY KIND ON ELIGIBLE DIGITAL ASSETS SO STORED.

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When you use the Custody Service, you understand and agree that The overlord club may act as
the custodian or we may use a Third Party Custodian to provide the Custody Service. The
overlord club will inform, update, and/or obtain your consent in advance, as applicable, in the
event that a Third Party Custodian is used to provide the Custody Service to you. The overlord
club will use reasonable skill in the selection, appointment, and periodic review of Third Party
Custodians. By using the Custody Service, you understand and agree to appoint The overlord
club or a Third Party Custodian selected by The overlord club as your agent to store and secure
Eligible Digital Assets in a Custody Wallet, and perform other duties customarily performed by a
custodian. You understand that the Custody Service may be performed by a custodian in a
jurisdiction other than where you are domiciled. By using the Custody Service, you authorize
The overlord club to transfer your Eligible Digital Assets to a Third Party Custodian or
Custodians as may be selected by The Overlord Club,and to instruct and cause any such Third
Party Custodian to transfer your Eligible Digital Assets to another Third Party Custodian or
Custodians as may be selected by The Overlord Club,or to The Overlord Club,in each case
without the need for any further notice to or consent from you, and consistent with providing the
Custody Services as set forth herein.

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Title to any of your Eligible Digital Assets in a Custody Wallet shall at all times remain with you
and not transfer to the overlord club. The overlord club will not transfer, sell, loan or otherwise
rehypothecate Eligible Digital Assets held in a Custody Wallet unless specifically instructed by
you, except as required by valid court order, competent regulatory agency, government agency or
applicable law. As title owner of assets, you bear all risk of loss. The overlord club shall have no
liability for any Digital Asset price fluctuations or any or all loss of Digital Assets.
Notwithstanding the foregoing, The overlord club may suspend your access to Services,
including the Custody Service and your access to a Custody Wallet, in the event of market
disruptions or periods of volatility. The overlord club or a Third Party Custodian controls the
private keys to the Blockchain addresses of all Custody Wallets. The overlord club will use
reasonable care and commercially reasonable efforts in connection with the Custody Service to
store and secure Eligible Digital Assets in a Custody Wallet. You understand that your use of the
Custody Service, whether provided by The overlord club or a Third Party Custodian, does not
create a fiduciary relationship between you and The overlord club or any Third Party Custodian.
Neither The overlord club nor any Third Party Custodian has any fiduciary duty to you. The
overlord club has no duty to inquire into, supervise, or determine the suitability of any transaction you initiate involving Eligible Digital Assets in a Custody Wallet. Eligible Digital
Assets in a Custody Wallet may be comingled with the Eligible Digital Assets of other Users,
and The overlord club is under no obligation to return the actual Eligible Digital Assets initially
transferred by you to a Custody Wallet, but will return Eligible Digital Assets of the identical
type reflected in your The overlord club Account at the time you request such a return. The
overlord club may provide information regarding the Eligible Digital Assets in a Custody Wallet
to comply with any applicable law, regulation, rule, or request by law enforcement or
government agencies.

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Eligible Digital Assets held in a Custody Wallet are subject to the other provisions of these
Terms, unless where expressly stated otherwise. The overlord club retains the right to set-off any
Eligible Digital Assets in a Custody Wallet against any obligations you may have to us. You
understand and acknowledge that the legal treatment of Digital Assets remains unsettled and may
vary depending on the jurisdiction in which you reside. In the event that you, The overlord club
or any Third Party Custodian becomes subject to an insolvency proceeding, it is unclear how
your Digital Assets would be treated and what rights you would have to such Digital Assets. The
overlord club does not make any representation as to the likely treatment of Digital Assets in
your The overlord club Account, including those in a Custody Wallet, in the event that you, The
overlord club or any Third Party Custodian becomes subject to an insolvency proceeding
whether in the U.S. or in any other jurisdiction. You explicitly understand and acknowledge that
the treatment of Digital Assets in the event of such an insolvency proceeding is unsettled, not
guaranteed, and may result in a number of outcomes that are impossible to predict reliably,
including but not limited to you being treated as an unsecured creditor and/or the total loss of any
and all Digital Assets reflected in your The overlord club Account, including those in a Custody
Wallet.

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Upon your instruction to The overlord club to use one of the other Services detailed in this
Section (such as, but not limited to, Swap, Retire, and Borrow), or otherwise offered by The
Overlord Club,where such Services are available to you through your Account, the Eligible
Digital Assets being used in such other Service may involve transferring your assets out of a
Custody Wallet. Eligible Digital Assets that are transferred out of, or not held in, a Custody
Wallet are not subject to the custody functions set forth in this Section.
Until further notice, the Custody Service will only be available in certain jurisdictions.

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C. Swap
i. Introduction to Swap Service
Our Swap Service, if available to you, allows you to exchange one type of Eligible Digital Asset
for another type of Eligible Digital Asset in your The overlord club Account, provided that the
exchange is of a Digital Asset pair supported by The overlord club (“Supported Pair”). The
overlord club may choose to add, remove, change, or impose any additional limits on Supported
Pairs from time to time, in its sole discretion and without providing prior notice.

By using The Overlord Club Swap Service, you will allow The overlord club to exchange the
type and amount of the Digital Asset in your The overlord club Account that you choose to swap
(the “Swapped Assets”) into the type of Digital Asset you choose to receive (the “New
Assets”). The amount of New Assets to be received in exchange for the Swapped Assets is
determined by the amount of Swapped Assets multiplied by the applicable conversion rate of the
relevant Digital Asset pair (the “Exchange Rate”).

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ii. Exchange Rates
The overlord club will use reasonable efforts to source the best rate for a Supported Pair across
multiple venues. However, we cannot guarantee that the Exchange Rates offered on our platform
would always be optimal, and you understand and acknowledge that The overlord club is not
under any obligation to provide the best rate for a Supported Pair. You further acknowledge that
it is your responsibility to check if a better rate is available on another platform. In line with The
Overlord Club commitment to transparency, the Exchange Rates quoted may include an offset
from the prevailing market rate (also known as “spread”) to mitigate both The Overlord Club
exposure to price volatility between the time the Exchange Rate is confirmed and the time the
transaction is executed. The spread may be set by The overlord club and/or third party vendors
working with The overlord club to complete the Swap transaction.

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Exchange Rates available on our platform are moment-in-time specific, and due to the volatility
in crypto markets, change constantly and rapidly. An Exchange Rate is only final when you
approve the transaction and it has been accepted and confirmed.

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iii. Swap Transactions are Final
All Swap transactions are final and irreversible once approved by you.
You should therefore carefully review the terms of each transaction before you approve it. The
overlord club will not be liable for any errors in your order. If you believe a transaction was not
executed in accordance with your instructions, please contact theoverlordclub@gmail.com .
We may reject or cancel a Swap transaction where we deem it reasonably necessary, e.g., where
there was an error in the Exchange Rate or in the execution of the transaction, or where the
quoted Exchange Rate is no longer available.

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iv. Execution
Each Swap transaction is entered into between you and The overlord club (as buyer or seller, as
applicable), and The overlord club does not act as your broker, agent, or intermediary.
By entering into any Swap transaction, you hereby appoint The overlord club or a Third Party
Custodian to act as the custodian of the Swapped Assets for the purpose of exchanging those
assets, and for the duration necessary to complete the exchange.

During periods of high volume, illiquidity, or volatility in the marketplace for any Digital Asset,
the actual market rate at which trade is executed may be different from the prevailing rate
indicated at the time of your order or trade. You acknowledge and agree that The overlord club is
not liable for any such price fluctuations. In the event of periods of high volume, illiquidity, or
volatility in the marketplace for any Digital Asset or other market disruption of any kind or Force
Majeure event (see further Section 34 below, “Force Majeure”), The overlord club may suspend
access to the Swap Service and/or prevent you from completing any actions via the Swap
Service. Following any such event, you understand that prevailing market rates when trading
resumes may differ significantly from the rates available prior to such event.

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v. Representations and Warranties
By using the Swap Service, you represent and warrant to The overlord club that:
1. the information provided by you to The Overlord Club,including, but not limited to,
regarding your place of residency, is accurate and up-to-date;
2. you are using The Overlord Club Swap Service solely for your own personal purposes,
and not on behalf of any other person or for business purposes;
3. you are aware of, and can withstand, the risks involved in holding, using and trading
digital assets, and you have read and understood our Risk Disclosure;
4. you will NOT use borrowed funds for the purpose of using our Swap Service, and
particularly you shall NOT use funds borrowed from The overlord club for such purpose;
5. you will be solely responsible for all tax reporting and payment obligations which may
apply to you as a result of using the Swap Service;
6. your use of the Swap Service shall be at all times in full compliance with all laws and
regulations applicable to you, and you shall not use it for any illegal purposes, including,
but not limited to, activities involving financial crime, money laundering or terrorism
financing, or the proceeds thereof.
Any breach of these representations and warranties by you shall constitute a breach of these
Terms, and may result in, among other legal action, the termination of your The overlord club
Account.

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D. Earn Rewards
Our Earn Service allows you to earn a financing fee from The Overlord Club,referred to as
“Rewards,” in the form of Digital Assets (either in-kind, i.e., in the same Digital Asset you
transfer, or in stablecoins, or other digital assets, where permitted) in exchange for entering into
open-ended loans of your cash or Eligible Digital Assets to The overlord club under the terms
hereof. If our Earn Service is available to you, upon your election, you will lend your cash
or Eligible Digital Assets to The overlord club and grant The overlord club all rights and
title to such Digital Assets, for The overlord club to use in its sole discretion while using the
Earn Service.

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The balance of Eligible Digital Assets and cash loaned by you to The Overlord Club,and any
Rewards gained thereon (see further Section 12 below, “How Rewards are Calculated and Earned”) are visible via your The overlord club Account. Once such Eligible Digital Assets or
cash are received by The overlord club into your Earn balance, they shall be The Overlord Club
property, in every sense and for all purposes, and you will immediately start accruing Rewards
on such Digital Assets and cash in accordance with the terms hereof (unless explicitly provided
for the purpose of being utilized for any other Service), and the corresponding amount (and kind)
of Eligible Digital Assets shall be reflected in your The overlord club Account balance unless the
convert to cash option is enabled converting eligible digital assets into a stablecoin balance
denominated in dollars. In all cases all cash deposits will be converted into a stablecoin
denominated loan and all rewards will accrue in said stablecoin. We reserve the right to reject
entry into any loan transaction, and/or the right to repay any loan of Digital Asset already made,
each at your expense.

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You may terminate any loan to The overlord club at any time, and request that The overlord club
return the borrowed Eligible Digital Assets or stablecoin and deliver any Rewards accrued from
the Earn Service, by transferring such Eligible Digital Assets and Rewards to your external
Virtual Wallet (in accordance with Section 11 below, “Withdrawals”) or to the Custody Service,
if available.

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The Earn Service is not an investment program nor a speculative tool. Rather, you are earning
Rewards as a financing fee on the loan of Eligible Digital Assets and cash you have transferred
to The overlord club in connection with the Earn Service, and in accordance with the rates
published by The overlord club from time to time, pursuant to these Terms.
E. Borrow

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You may apply to borrow certain Fiat currencies or Stablecoins from an Affiliate of The
Overlord Club,as will be agreed between you and The overlord club or its Affiliates in writing,
against Eligible Digital Assets in your The overlord club Account (each, a “Loan”). If approved,
such application shall be subject to a separate agreement to be entered into between you and the
The overlord club Affiliate (the“Loan Agreement”), and The overlord club or its Affiliates shall
hold the Digital Assets provided as collateral under the Loan Agreement for the benefit of the
Lender subject to the terms hereof, including without limitation Sections 9, 10 and 13.
In no circumstances shall it be permissible for you to use the proceeds of such Loans to purchase
additional Digital Assets through any third party fiat “on-ramp” service providers that may be
integrated in or connected with the The overlord club platform from time to time, and you
represent and warrant that you will not do so. The overlord club further does not recommend or
encourage any use of borrowed funds for purchasing Digital Assets or making any financial
investment. You represent that any use by you of the proceeds of Loans shall be in full
compliance with all applicable laws and regulations, these Terms, and the applicable Loan
Agreement, and you shall be solely responsible and liable for any breach of any of the foregoing.
Any Eligible Digital Assets you provide as collateral under a Loan Agreement shall not be
eligible for another Service provided by The overlord club at the same time, including the Earn
Service, as set out above, and by entering into any Loan Agreement you explicitly authorize The overlord club to deduct the amount of Eligible Digital Assets corresponding to the collateral
amount from the applicable Service in your The overlord club Account.

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The overlord club may in its sole discretion offer other forms of commercial arrangement under
the Borrow Service, such as a sale and repurchase arrangement, based on its regulatory, business,
or other considerations.

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F. Subscriptions
An active Overlord club subscription is required for all products or services. When any user’s
subscription lapses all services, rewards, and progress will be removed. With a 30-day grace
period for catch up.

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All educational content made available to subscribers or other venues is not to be construed as
financial advice. All materials are educational in nature and are intended to provide transparency
and understanding to the public. The overlord club is immune from responsible for actions
conducted because any educational content.

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5. The overlord club Account Types
A. Individual The overlord club Account
This The overlord club Account is owned by only one natural person who is and will continue to
be the only person authorized to take any action in the overlord club Account. By opening an
Individual The overlord club Account, you represent and warrant that you are and shall at all
times continue to be the sole beneficial owner of the overlord club Account and user of all
Services facilitated or generated therefrom.

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B. Corporate The overlord club Account
This The overlord club Account is owned by a corporation, unincorporated association, a
company, a partnership, fiduciary, sole proprietorship, DAO or other legally recognized group
(interchangeably defined as an “Entity”) holding a the overlord club Account in any capacity
other than an individual capacity. An Entity can apply to open a the overlord club Account
through any natural person(s) who is duly authorized by the Entity to do so (an “Authorized
Representative”).

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Such Authorized Representative represents and agrees on behalf of the Entity, as well as on his
or her own behalf, that he or she:
1. is fully authorized to execute all documents or otherwise complete our requirements in
his or her stated capacity;
2. has provided us all documents or other information necessary to demonstrate that
authority; and
3. will provide other documents and complete other requirements as we may request from
time to time.

We may refuse to recognize any such authorization if, in our reasonable judgment, it is
incomplete or improperly executed.

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By opening a Corporate The overlord club Account, the Authorized Representative represents
and warrants on behalf of the Entity that the Entity is and shall at all times continue to be the sole
beneficial owner of the overlord club Account and user of all Services facilitated or generated
therefrom and that the ultimate beneficial owners of all assets and assets belonging to the Entity
are as represented during the establishment of the Corporate The overlord club Account. The
Entity registered as holder of a Corporate The overlord club Account, the ultimate beneficial
owner(s) of such Entity and any Authorized Representative(s) shall each be responsible for
updating The overlord club immediately of any change in the details of the Entity, ultimate
beneficial owner(s) and/or Authorized Representative(s), including any appointment or
termination of the same, change of control in the Entity or change in the registration details of
the Entity, and such persons shall be jointly and severally liable to The overlord club for any
breach of these Terms in connection with the Corporate The overlord club Account.

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C. Maximum Number of Accounts
Each User is authorized to have a maximum of one Individual The overlord club Account and
one Corporate Account (such as in the case of a sole proprietorship) at any given time. From
time to time the overlord club may allow additional accounts in limited revokable cases. The
overlord club may deny a request for an additional account in its sole discretion and for any or no
reason. The overlord club may merge, freeze, suspend, or terminate any Account(s) in its sole
discretion and for any reason, including to the extent The overlord club reasonably believes any
such Account(s) to be in breach of this policy.

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6. Authorized Users
For both Individual and Corporate The overlord club Accounts, we may follow any instructions
regarding your The overlord club Accounts provided that we reasonably believe such
instructions are authorized by the overlord club Account holder, and we will not be held liable
for following any instructions provided by a person designated or identified as an authorized
User or Authorized Representative.

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7. Account Balance
Your The overlord club Account balance visible through the platform shall indicate, the balance
of Eligible Digital Assets attributed to each Service, to the extent applicable and available. You
can transfer additional Eligible Digital Assets to the overlord club by transferring the same to the
Virtual Wallet Address(es) provided in your The overlord club Account (or as otherwise notified
by us to you). Any Eligible Digital Asset received will be treated by us as being transferred to
your the overlord club Account beginning on the date and at the time stamped on the Blockchain
confirmation.

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If The overlord club chooses to designate “wrapped” Digital Assets (i.e., Digital Assets Pegged
to the value of the corresponding Digital Asset on its “native” Blockchain) for inclusion under one or more of the Services, any such Eligible Digital Assets that you transfer to The overlord
club may be repaid to you in, and reflected in your The overlord club Account balance as, the
corresponding native Eligible Digital Asset or stablecoins. In the event The overlord club incurs
any loss or damage as a result of the Digital Assets that you transfer to The overlord club being
wrapped, such as, but not limited to, from the wrapped Digital Asset becoming De-Pegged from
the value of the native Digital Asset, The overlord club may recover such losses or damages
from the Eligible Digital Assets in your The overlord club Account pursuant to Section 9 of these
Terms. Nothing herein shall oblige the overlord club to accept “wrapped” Digital Assets, and it is
your sole responsibility to make sure such “wrapped” Digital Assets are Supported Digital
Assets prior to transferring them to your The overlord club Account.

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It is your sole responsibility to make sure that Digital Assets you wish to transfer to The overlord
club are Eligible Digital Assets, and that your transfer of Eligible Digital Assets on the
Blockchain is directed over the correct Blockchain and to the correct Virtual Wallet Address as
provided to you by The overlord club (which may differ from time to time and between different
Digital Assets).

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If you do not carefully follow these instructions, your Digital Assets may be irrevocably lost, and
the overlord club may not be able to assist you in retrieving them. The overlord club will not be
liable to you for any such loss and shall not be under any obligation to retrieve such Digital
Assets.

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8. Ownership of Digital Assets
You hereby represent and warrant to us that any Eligible Digital Asset transferred by you for the
purpose of utilizing The Overlord Club Services is owned by you or that you are fully permitted
to carry out transactions using such Eligible Digital Assets without restriction or limitation, and
that your use of the Services is solely for your own account and benefit, and not on behalf of any
other person or entity. You further represent and warrant that all such Eligible Digital Assets are
free from any claims, indebtedness, liens, or third-party interests.

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9. Setoff and Security Interest Rights
You grant us a security interest in all Eligible Digital Assets and cash using the Earn Service for
debts, amounts owed, or liabilities incurred to us or any of our Affiliates by you or any of your
Authorized Representatives, if any (“Obligations”). Obligations may include both secured and
unsecured debts, and Obligations you owe individually or together with someone else, including
Obligations under other transactions or agreements between you and us or any of our Affiliates.
We also may take or set off from any Digital Asset in your The overlord club Account, including
any of your Digital Assets using the Custody Service (i.e., in a Custody Wallet), or deduct from
any obligations The overlord club may have to you, any direct, indirect, and acquired
Obligations that you owe us or our Affiliates. These rights are in addition to other rights we may
have to take, transfer, or charge from any assets or balance in your the overlord club Account for
Obligations you owe us or our Affiliates pursuant to these Terms.

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Your acceptance of these Terms serves as your consent to The Overlord Club asserting its
security interest or exercising its right of setoff should any laws governing your The Overlord
Club Account require your consent. If the law restricts our ability to take, transfer, or setoff from
any obligations to you, or if your The overlord club Account balance is protected from
attachment, levy, or legal process, you waive those conditions and limits to the full extent that
you may do so by contract, and you authorize us to take any actions to offset your Obligations in
your The overlord club Account being used in the Earn Service.

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We hereby agree that, to the extent permitted by applicable law, in the event that the overlord
club breaches its obligation under these Terms, you may set off assets or amounts we owe you
with respect to your The overlord club Account, against your Obligations. If the law restricts
your ability to take, transfer, or setoff our obligations to you, or if they are protected from
attachment, levy, or legal process, we waive those conditions and limits to the full extent that we
may do so by contract, and we authorize you to apply our obligations to you to your Obligations.
10. Risk Disclosure

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Before using any of The Overlord Club Services, you should ensure that you fully understand
and can afford to undertake the risks involved. You should carefully read and make sure you
understand our Risk Disclosure page, which lists some, but not all the risks involved in holding,
trading and using crypto assets generally, and using The Overlord Club services specifically. The
risks listed below and in our Risk Disclosure page are intended to provide you with a general
outline of the risks involved, but cannot capture all such risks.

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These Terms and your use of any of our Services do not create a fiduciary relationship between
us and you; your The overlord club Account is not a checking or savings account, and it is not
covered by insurance against losses. The overlord club has no duty to inquire into, supervise, or
determine the suitability of any transaction you initiate involving Eligible Digital Assets in your
The overlord club Account. We may lend, sell, pledge, hypothecate, assign, invest, use,
commingle or otherwise dispose of assets and Eligible Digital Assets that are not held in a
Custody Wallet (if available to you) to counterparties or hold the Eligible Digital Assets with
counterparties, and we will use our best commercial and operational efforts to prevent losses. By
transferring Digital Assets to The Overlord Club, or lending Eligible Digital Assets to The
overlord club while using the Earn Service, or otherwise using the Services, you will not be
entitled to any profits or income The overlord club may generate from any subsequent use of any
Digital Assets (or otherwise), nor will you be exposed to any losses which The overlord club
may suffer as a result thereof. You agree and acknowledge that you are exposed to the possibility
that The overlord club may become unable to repay its obligations to you in part or in full, in
which case any Digital Assets in your The overlord club Account that are not using the Custody
Service may be at risk of partial or total loss.

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ELIGIBLE DIGITAL ASSETS ARE NOT LEGAL TENDER. THE OVERLORD CLUB IS
NOT A BANK OR DEPOSITORY INSTITUTION, AND YOUR THE OVERLORD CLUB
ACCOUNT IS NOT A DEPOSIT ACCOUNT. ELIGIBLE DIGITAL ASSETS REPRESENTED
IN YOUR THE OVERLORD CLUB ACCOUNT ARE NOT HELD BY THE OVERLORD
CLUB AS A FIDUCIARY, ARE NOT INSURED BY ANY PRIVATE OR GOVERNMENTAL

INSURANCE PLAN (INCLUDING THE FEDERAL DEPOSIT INSURANCE
CORPORATION (FDIC) OR THE SECURITIES INVESTOR PROTECTION CORPORATION
(SIPC)), AND ARE NOT COVERED BY ANY COMPENSATION SCHEME. YOUR THE
OVERLORD CLUB ACCOUNT DOES NOT CONSTITUTE AN INVESTMENT CONTRACT
OR A SECURITY, IS NOT TRANSFERABLE AND MAY NOT BE TRADED, EXCHANGED
OR SOLD TO ANY THIRD PARTY UNDER ANY CIRCUMSTANCES.

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The overlord club does not provide any legal, tax or financial advice and you are strongly
advised to obtain independent legal, tax or financial advice prior to making any financial
decision, including buying, trading, holding, or using Digital Assets. There are significant risks
associated with Digital Assets, and you are solely responsible to make sure you understand such
risks and assess whether such risks are appropriate for you. The overlord club does not make any
offers, recommendations, or invitations for you to deal in Digital Assets or use any Services, and
does not take into account your personal circumstances, financial situation, needs or goals.
Before making any financial decision, you should carefully assess your financial situation and
capacity, and only use funds that you can afford to lose. Before entering into any transaction or
using any of the Services you should ensure that you understand and have made an independent
assessment of the suitability and appropriateness of a transaction into which you are entering and
the nature and extent of your exposure to risk of loss in light of your own objectives, financial
and operational resources, and other relevant circumstances. Past performance is no guarantee of
future results.

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Legislative and regulatory changes or actions at the state, federal, or international level may
adversely affect the use, transfer, exchange, and value of Digital Assets. Transactions in Digital
Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions
may not be recoverable.

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The value of Digital Assets may be derived from the continued willingness of market
participants to exchange Digital Assets for Fiat currencies or other Digital Assets. If such
willingness is abolished for any reason, this may result in the potential for a permanent and total
loss of value of a particular Digital Asset.

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The volatility and unpredictability of the price of Digital Assets may result in significant loss
over a short period of time. The nature of Digital Assets may lead to an increased risk of fraud or
cyber-attack, including rollback attacks or Blockchain reorganizations. The nature of Digital
Assets means that any technological difficulties experienced by The overlord club or third parties
may limit, delay or prevent the access or use of Digital Assets and/or cause losses of Digital
Assets. Although The overlord club takes precautionary measures to protect against cyber
threats, circumstances may arise where losses or damages are incurred.
In light of these risks, which are only some of the risks involved in using the Services and
holding or trading in Digital Assets, and do not constitute an exhaustive list of such risks, you
should carefully consider whether holding or trading Digital Assets in general and/or using our
Services is suitable for you in light of your financial condition.

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11. Withdrawals

Subject to these Terms, for any of your Eligible Digital Assets that you elect to utilize in the Earn
Service (if available to you), you have a call option on all loans made to The overlord club to
demand immediate, complete or partial repayment of any loan at any time through (i) transfer to
a Custody Wallet, if available to you, or (ii) a complete or partial withdrawal of Eligible Digital
Assets at any time. Such repayment will terminate in whole or in part your loan to The overlord
club and you shall no longer accrue Rewards on the amount of loans as of the time of your
exercise of the call option. The overlord club initiates the withdrawal process immediately
following a withdrawal request when possible; however, we may require up to three (30) days
after you submit your withdrawal request to process the withdrawal.

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For every withdrawal request, you will be required to provide the details of the Virtual Wallet to
which you wish to receive your repayment of Digital Assets. For the avoidance of doubt, any
repayment shall be in-kind (i.e., in the same type of Eligible Digital Assets loaned by you, but
not the actual same Digital Assets originally transferred by you or if selected in stablecoins). In
the event that the details you provide are inaccurate, incomplete, or misleading, your Digital
Assets may be permanently lost. We will not be liable for any loss that results from inaccurate,
incomplete, or misleading details that you may provide for such transfer. If the transfer address
you specify is one to which we are unable to process transfers, we will have no liability for any
resulting failure or delay in processing your requested withdrawal.

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The overlord club and our third-party partners may experience cyber-attacks, extreme market
conditions, or other operational or technical difficulties which could result in the immediate halt
of transactions either temporarily or permanently. Provided that The overlord club has taken
reasonable commercial and operational measures to prevent such events in technical systems
controlled by The Overlord Club,The overlord club is not and will not be responsible or liable
for any loss or damage of any sort incurred by you as a result of such cyber-attacks, operational
or technical difficulties or suspensions of transactions. Withdrawal limits based on amounts
and/or frequency may apply from time to time, based on legal, safety, market, regulatory, AML
and/or security considerations. Our policies and procedures may require additional security
and/or compliance checks that require additional time to complete. Any individual request to
exceed withdrawal limits set by The overlord club must be sent via email to the official contact
email.

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Every transmission request shall be deemed pending until accepted by us. We may refuse to
accept such request, or delay the processing of an approved request for any reasonable reason,
including but not limited to inaccurate or misleading information provided by you, or any doubt
or suspicion of fraud, misrepresentation, a sanctioned transaction, money laundering, terrorism
financing or other financial crime related to your The overlord club Account.

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12. How Rewards Are Calculated and Earned
All Eligible Digital Assets and cash that you elect to utilize in the Earn Service (if available to
you) and thus are loaned to The overlord club (1) are not being used as collateral for Loans, (2)
were not requested for external transmission or withdrawal (Eligible Digital Assets meeting each
of these three criteria, “Loaned Digital Assets”) entitle you to Rewards while credited to your
The overlord club Account.

We periodically update our rates and the rate changes are made in our sole discretion. Rewards
will be payable in arrears and added to the principal loaned by you to The Overlord Club,as part
of the Earn Service, and reflected in your The overlord club Account balance monthly.
We calculate the Rewards on Loaned Digital Assets and cash based on market demand for each
Eligible Digital Asset. Reward rates are not determined based on The Overlord Club
income or profit, generated directly or indirectly as a result of the use by The overlord club
of a particular Digital Asset, a type of Digital Assets, or otherwise.

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Rewards are payable based on a daily periodic rate applicable to the Loaned Digital Assets. The
daily periodic rate is calculated by dividing the then-applicable annual reward rate by three
hundred sixty-four (365) days;. Loaned Digital Assets, including those received as Rewards from
previous month, will begin gaining Rewards according to the day on the timestamp verifying the
completion of the applicable transaction and shall cease and/or decrease the amount paid as
Rewards at the moment when the User has entered an external transmission, withdrawal or
transfer of rights request, overlord club subscription has expired, or posted any Loaned Digital
Assets as collateral for a Loan. Therefore, any Loaned Digital Asset or cash that you elect to
utilize in the Earn Service (if available to you) mid-month will receive Rewards with no
distinction, based on the rates calculated for the relative time within the allocation period.
We will reflect the Rewards earned for the previous month on or around the first business day of
each month, through our platform. Your The overlord club Account subscription must be active
on the date the Rewards are payable for you to receive the applicable Rewards. All Rewards will
be added to your The overlord club Account balance in-kind (in the same Eligible Digital Asset
that is reflected in your The overlord club Account) or, subject to your in-app choice and
regulatory and business considerations, in stablecoins. Once Rewards are added to your The
overlord club Account balance, they shall be treated as an integral part of your Eligible Digital
Assets, you shall be deemed to have elected to utilize in the Earn Service (if available to you),
including with respect to such Rewards, which shall thus be loaned to The Overlord Club,for all
purposes. To make such in-kind or stablecoin Reward payments as accurate as possible, The
overlord club rounds non-integer, rational numbers to the sub-cent, which is the smallest possible
decimal available for the applicable Eligible Digital Asset and to the nearest cent for
cash/stablecoins.

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For users who are citizens or legal residents of the United States, The overlord club requires your
Taxpayer ID (TIN) or Social Security Number (SSN) to be updated in your The overlord club
Account in order to gain Rewards. The overlord club is not obligated to reflect credits in your
The overlord club Account retroactively with Rewards that would have been gained if you had
otherwise updated your profile with your TIN or SSN.
If The overlord club has determined, in its sole and absolute discretion, that for any regulatory or
legal reason we are limited in the Rewards rate we may offer you on your Eligible Digital Assets
loaned to The overlord club (or if we are completely restricted from paying any Rewards to you
whatsoever), the Rewards to which you shall be entitled will be limited accordingly. Based on
our reasonable interpretation of legal requirements, without prior notice, we may limit the
Rewards to which you will be entitled.

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If, at any time, for legal or other reasons, a The overlord club Account is suspended or frozen by
The Overlord Club,Loaned Digital Assets connected to such The overlord club Account shall not
be eligible to earn Rewards.

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13. Consent to The Overlord Club Use of Digital Assets
In consideration for the Rewards payable to you on the Eligible Digital Assets using the Earn
Service, for us entering into any Loan Agreement, and the use of our Services, you grant The
Overlord Club,subject to applicable law and for the duration of the period during which you elect
to utilize the Eligible Digital Assets in the Earn Service (if available to you) and thus loan such
Eligible Digital Assets to us through your The overlord club Account, or as collateral under the
Borrow Service (if available to you), all right and title to such Eligible Digital Assets and or
cash, including ownership rights, and the right, without further notice to you, to hold such Digital
Assets in The Overlord Club own Virtual Wallet or elsewhere, and to pledge, re-pledge,
hypothecate, rehypothecate, sell, lend, or otherwise transfer or use any amount of such Digital
Assets, separately or together with other property, with all attendant rights of ownership, and for
any period of time, and without retaining in The Overlord Club possession and/or control a like
amount of Digital Assets or any other monies or assets, and to use or invest such Digital Assets
in The Overlord Club full discretion. You acknowledge that with respect to Digital Assets used
by The overlord club pursuant to this paragraph:
1. You will not be able to exercise rights of ownership;
2. The overlord club may receive compensation in connection with lending or otherwise
using Digital Assets in its business to which you have no claim or entitlement; and
3. In the event that The overlord club becomes bankrupt, enters liquidation or is otherwise
unable to repay its obligations, any Eligible Digital Assets used in the Earn Service or as
collateral under the Borrow Service may not be recoverable, and you may not have any
legal remedies or rights in connection with The Overlord Club obligations to you other
than your rights as a creditor of The overlord club under any applicable laws.

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14. Hard Forks and Airdrops
Any Blockchain may undergo software updates from time to time, which will result in a
permanent divergence in the Blockchain (a “Hard Fork”). The result is that such Blockchain
will split into two separate and distinct Blockchains, and any Digital Asset on that original
Blockchain may entitle its holders to a new type of Digital Asset (the “Forked Asset”). You
agree and understand that the support of any Forked Asset in your The overlord club Account is
solely at the discretion of the overlord club. If we do not make a public announcement
confirming our support of a Forked Asset ahead of an anticipated Hard Fork, we will not support
the Forked Asset and such Forked Asset will be an unsupported Digital Asset (“Unsupported
Assets”), in which case all The overlord club Accounts will be denominated in the legacy Digital
Asset and all Rewards will accrue and be payable in the legacy Digital Asset. You agree that The
overlord club assumes no responsibility whatsoever with respect to those Unsupported Assets
and you will not be able to recover the Unsupported Assets from the overlord club. The overlord
club assumes absolutely no responsibility whatsoever with respect to Unsupported Assets.

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In the event that a Hard Fork achieves the required consensus, it is possible that we will only
support the Forked Asset and will discontinue our support of the legacy Digital Asset. In the
event of a Hard Fork that entitles you to a Forked Asset, you are advised to withdraw the
applicable Digital Assets from your The overlord club Account prior to the relevant date for the
Hard Fork. The overlord club is not obligated in any way to monitor or maintain balances of
Forked Asset issued to holders of the applicable Digital Assets upon a Hard Fork, or to credit
you for the value of such Forked Asset. In the event you wish to receive Forked Asset issued
upon a Hard Fork, you are advised to withdraw the applicable Digital Asset from your The
overlord club Account prior to the relevant date for the Hard Fork. All determinations regarding
Hard Forks shall be made by The overlord club in its sole and absolute discretion and in
accordance with applicable law.

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In the event that a Digital Asset network attempts to or does distribute Digital Assets to
Blockchain addresses pertaining to an Eligible Digital Asset via airdrop or bootstrapping
(collectively, an “Airdrop”), the support of any such new Digital Assets in your The overlord
club Account is solely at the discretion of the overlord club. If we do not make a public
announcement confirming our support of such new Digital Assets, we will not support such new
Digital Assets and such new Digital Assets will be treated as Unsupported Assets. To the extent
you wish to receive the new Digital Assets to be delivered via Airdrop, you are advised to
withdraw the applicable Digital Assets from your The overlord club Account prior to the relevant
date for the Airdrop. You further agree and understand that Digital Assets delivered via Airdrop
do not create or represent any relationship between us and the sender and/or the related Digital
Asset network and do not subject us to any obligations whatsoever as they relate to the sender
and/or the related Digital Asset network.
All determinations regarding the Forked Assets and/or Digital Assets delivered via Airdrop will
be made by The overlord club in its sole and absolute discretion and in accordance with
applicable law.

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15. Overlord Retirement
The unique system for retirement of members where available in your area.
By using our Overlord Retirement feature, you understand and acknowledge that:
1. The subscription builds up no cash value or asset over the course of the pay in period.
2. Any and all laps in overlord club or overlord retirement subscriptions will cause the
progress of the overlord retirement to be removed. Only continuous uninterrupted time
will count for the payouts that began at age 65 unless otherwise stated.
3. In the event that The overlord club becomes bankrupt, enters liquidation or is otherwise
unable to repay its obligations, any overlord retirement may not be recoverable, and you
may not have any legal remedies or rights in connection with The Overlord Club
obligations to you other than your rights as a creditor of The overlord club under any
applicable laws.

4. You acknowledge that The overlord club would hold you responsible for any damages it
may incur by any unlawful use of the overlord retirement feature.

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16. Taxes
Within The Overlord Club platform, you will be able to see a record of the transactions related
to your use of the Services which you may wish to use for the purposes of making any required
tax filings or payments. It is your responsibility to determine what, if any, taxes apply to your use
of the Services, and to collect, report, and remit the correct tax to the appropriate tax authority.
We may deduct or make any tax withholdings or filings that we are required by law to make, but
we are not responsible for determining whether and which taxes apply to your transaction, or for
collecting, reporting, or remitting any taxes arising from any transaction or in connection with
your The overlord club Account. You are responsible for complying with applicable law. You
agree that The overlord club is not responsible for determining whether or which laws may apply
to your transactions, including tax law. You are solely responsible for reporting and paying any
taxes arising from your use of the Services.

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17. Service Activity Statements
We will make all logs and records of activities concerning your use of the Services available to
you through our platform only. We do not generate periodic statements showing the activity
conducted through your use of the Services. You must examine these logs and records and notify
us of any unauthorized use of your The overlord club Account or credentials, or any error or
irregularity with respect to the records of your use of the Services, within fourteen (14) calendar
days after the error occurs. If notice is not received within the fourteen (14) calendar-day period,
you will not be able to raise any further claim in this respect.

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18. Conversion Rates
Any conversion between a Digital Asset and another Digital Asset or Fiat currency shall be made
by us in accordance with the rates and prices applicable at the actual time of conversion.
Applicable rates are indexed to those used by industry-leading platforms, as we may choose to
use from time to time, in our sole discretion. We currently use rates provided by CMC Markets,
Coingeko and our own rates as determined by our liquidity providers. We may change these rate
sources at any time and without giving notice or updating these Terms, and you shall not have
any claims regarding our choice of rate sources or rates used by The overlord club or made
available by any third party.

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19. Closing a The Overlord Club Account
A. The Overlord Club Right to The overlord club Account Closure
We have the right to suspend, freeze or close your The overlord club Account at any time for any
reason without advance notice, including by blocking your access to the The overlord club
Account or the Services. If your The overlord club Account has a balance when we close it, we
will repay and return the remaining Digital Assets and stablecoins to you, including accrued
Rewards earned (if applicable) until the close date, less any applicable Obligations, withholding
tax and other applicable deductions, unless prohibited by applicable law. In the event of irregular
activity, we may hold assets until we close your The overlord club Account. Any Digital Assets

that The overlord club returns to you will be sent to the designated withdrawal addresses in your
user profile on the The overlord club platform for each respective Digital Asset you hold. The
overlord club Accounts are not transferable or assignable in whole or in part. The overlord club
may be required by law to turn over any Digital Assets related to abandoned or unclaimed The
overlord club Accounts to the state of your last known residence (“Escheatment”). Escheatment
periods vary by jurisdiction, and you are responsible to determine the applicability of such laws
in your place of residence. The overlord club reserves the right to recover any administrative
charges, payments, or fees which it may incur in connection with such unclaimed or abandoned
The overlord club Accounts, as permitted by applicable law.

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B. Your Right to Close Your The overlord club Account
If you want to terminate your The overlord club Account with The Overlord Club,you may do so
by notifying The overlord club at theoverlordclub@gmail.com. Once your The overlord club
Account is closed, you agree: (a) to continue to be bound by these Terms, as required by Section
35 below (Survival) (b) to immediately stop using the Services, (c) that we reserve the right (but
have no obligation) to delete all of your information and The overlord club Account data stored
on our servers, and (d) that we shall not be liable to you or any third party for termination of
access to the Services or for deletion of your information or The overlord club Account data. You
acknowledge that any legal obligations you may have under any other agreement with The
overlord club or its Affiliates (including any Loan Agreement or agreement governing lending or
investing in The overlord club or its Affiliates) will not be affected in any way by the termination
of these Terms and any such other agreement between you and The overlord club will continue
to be in effect in accordance with its terms.

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20. Liability for Unauthorized Transfers from Your The overlord club Account
If you believe that your The overlord club Account has been used by an unauthorized party, or if
your Service Activity Statements reflect activity or transactions that you did not conduct or
authorize, you must notify us IMMEDIATELY via email to theoverlordclub@gmail.com. YOU
ARE SOLELY RESPONSIBLE FOR MAINTAINING THE SECURITY AND
CONFIDENTIALITY OF YOUR LOGIN DATA, AND YOU ACCEPT ALL RISKS OF
UNAUTHORIZED ACCESS AND USE OF YOUR THE OVERLORD CLUB ACCOUNT.

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21. Eligible Digital Assets
We may, from time to time and in our sole discretion, add and/or remove certain Digital Assets
from our list of Eligible Digital Assets. If a Digital Asset is removed, it will no longer be
available to be used in connection with our Services. We will seek in good faith to notify our
Users of our intention to add and/or remove Digital Assets in connection with any of our
Services as soon as commercially reasonable. However, under certain circumstances (e.g., for
regulatory reasons) such changes may be required to be made immediately and without prior
notice. In the event any Digital Asset ceases to be an Eligible Digital Asset, you will no longer
be entitled to receive any Rewards in connection with our Earn Service (if available to you), or
otherwise make any other use of it via our Services. We may choose to disallow the use of any
Eligible Digital Asset for certain Services, or treat any Digital Asset as an Eligible Digital Asset

for certain Users or groups of Users for certain Services, in our sole discretion. We may, from
time to time, provide certain Services in connection with certain Eligible Digital Assets by
different entities within the The overlord club group, and any change in and/or assignment by the
contracting entity shall not be considered an amendment of these Terms.

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22. Disclosure of The overlord club Account Information
We may disclose information to third parties about you, your The overlord club Account, or the
transactions you make:
1. where it is necessary for the provision of our Services under these Terms;
2. in order to verify the existence and condition of your The overlord club Account for a
third party, such as a referral partner;
3. for the purpose of conducting our AML and KYC checks and compliance with applicable
laws;
4. If you give us written authorization;
5. In order to comply with any request or order by any government agency or competent
court; or
6. As described in our Privacy Policy
23. Conflict/Disputes Involving Your The overlord club Account
We are not liable to you for errors that may result in a financial loss to you. We may take any
action that is authorized or permitted by these Terms or applicable laws without liability to you,
even if such action causes you to incur fees, expenses or damages. If third parties make claims
on your The overlord club Account, or if we receive conflicting instructions from you, or if we
become involved in or concerned about a dispute between you and any third party, we reserve
the right to react in ways that we believe in good faith to be appropriate, including by closing,
suspending or freezing your The overlord club Account, delivering the Digital Assets available
therein to you or to any third party, or interpleading assets to court, all as we reasonably deem
appropriate under the circumstances. You are liable for all expenses and fees we incur for such
conflicts or disputes, including internal costs and attorneys’ fees, and we may charge or deduct
them directly from your The overlord club Account balance.

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We are not responsible for delays or losses incurred as a result of an error in the initiation of any
transaction and have no obligation to assist in the remediation of such transactions. By initiating
any transfer or using The Overlord Club Services in any way, you attest that you are transacting
in an Eligible Digital Asset which conforms to the particular Virtual Wallet into which assets are
directed. For example, if you select an Ethereum Virtual Wallet Address to receive assets, you
shall be solely responsible to assure that you are initiating a transfer of Ethereum alone, and not
any other currency such as Bitcoin or Ethereum Classic. The overlord club incurs no obligation
whatsoever with regard to non- Eligible Digital Assets sent to The Overlord Club,or for Eligible
Digital Assets sent to an incompatible Virtual Wallet Address. Erroneously transmitted assets
will be lost. We recommend users send a small amount of Digital Asset as a test prior to
initiating a transfer of a significant amount of Digital Assets.

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We reserve the right to limit access to your The overlord club Account, which can include
temporarily or permanently removing your The overlord club Account access via the internet,
and/or restricting your The overlord club Account, and/or closing your The overlord club
Account without prior notice to you (unless prior notice is required by law), and we shall have no
liability for such actions. In addition, The overlord club reserves the right to withhold or delay
the transmission of assets to you if you fail to comply with these Terms. Our total aggregate
liability to you for any claim is limited to the face value of the applicable item or transaction, or
the actual value of any assets not properly credited or debited by us.

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24. Legal Process Affecting The overlord club Account
If any legal action, such as an attachment, garnishment, levy, seizure, third party claim or
enforcement action by any competent authority in any jurisdiction (“Legal Process”) is brought
against or in connection with your The overlord club Account, we may refuse to permit (or may
limit) withdrawals or transfers from your The overlord club Account until the Legal Process is
satisfied or dismissed. Regardless of the terms of such Legal Process, we have first claim to any
and all assets in your The overlord club Account. We will not contest any Legal Process on your
behalf, and we may take actions to comply with Legal Process without liability to you, provided
that we reasonably believe any such action is appropriate under the circumstances. If we incur
any expenses in connection with any Legal Process, including without limitation reasonable
attorneys’ fees, we may charge such expenses and fees to any of your The overlord club
Accounts without prior notice to you, or we may bill you directly for such expenses and fees.
Any garnishment or levy against your The overlord club Account is subject to our right of setoff
and security interest.

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25. Indemnification and Limitation of Liability; Legal Fees and Costs for Lawsuits
You agree to indemnify and hold harmless The overlord club and its Affiliates, and their
respective employees, managers, officers, directors, partners and shareholders from any losses,
damages, suits and expenses, of whatever kind, including reasonable legal fees, that we incur in
connection with or arising out of your access to or use of the Services, or our activities in
connection with such Services, and for your breach of these Terms or violation of any law,
regulation, order or other legal mandate, or the rights of a third party, or any act or omission by
you or any person acting on your behalf while using your The overlord club Account, regardless
of whether the specific use was expressly authorized by you. You agree to comply with all
applicable laws, regulations, or rules, and to not use your The overlord club Account or the
Services for any transaction or activity that is illegal or violates applicable laws, regulations or
rules. Please note, your agreement to comply includes any and all applicable laws and
regulations of the United States, as well as of your place of residency, citizenship, business,
locality and any law applicable to you.

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We are not liable to you for claims, costs, losses or damages caused by an event that is beyond
our reasonable control (e.g. the acts or omissions of third parties, natural disaster, emergency
conditions, government action, equipment or communications malfunction). We are not liable for
special, incidental, exemplary, punitive or consequential losses or damages of any kind. Except
for any setoff permitted by applicable law and Section 9 of these Terms, any obligations of ours

may be satisfied solely from the assets of the overlord club. Without limiting the generality of the
foregoing, in no event shall you have any recourse, whether by setoff or otherwise, with respect
to our obligations, to or against any assets of any person or entity other than The Overlord
Club,including, without limitation, any member, shareholder, Affiliate, investor, employee,
officer, director, agent or advisor of the overlord club. For the avoidance of doubt, the foregoing
shall not limit any setoff permitted by applicable law and Section 9 of these Terms.

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26. Disclaimer of Warranty
THE OVERLORD CLUB SERVICES ARE PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS WITHOUT ANY WARRANTY UNDER THESE TERMS AND TO
THE EXTENT ALLOWED BY APPLICABLE LAW ALL EXPRESS OR IMPLIED
CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, OR ARISING
FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, OR WARRANTY OF
NON-INFRINGEMENT ARE DISCLAIMED. IN NO EVENT SHALL THE OVERLORD
CLUB,ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE
OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR
REPRESENTATIVES, BE LIABLE (A) FOR ANY AMOUNT GREATER THAN THE VALUE
OF THE BALANCE OF YOUR THE OVERLORD CLUB ACCOUNT(S) OR (B) FOR ANY
LOST PROFITS, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS,
DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE
PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR
CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT,
NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN
CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE THE
OVERLORD CLUB SERVICES OR THE THE OVERLORD CLUB ACCOUNT, OR THESE
TERMS, EVEN IF AN AUTHORIZED REPRESENTATIVE OF THE OVERLORD CLUB
HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY
OF SUCH DAMAGES.

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THE OVERLORD CLUB MAKES NO REPRESENTATIONS ABOUT THE ACCURACY,
ORDER, TIMELINESS OR COMPLETENESS OF HISTORICAL OR CURRENT ELIGIBLE
DIGITAL ASSETS PRICE DATA AVAILABLE THROUGH THE THE OVERLORD CLUB
SERVICES. THE OVERLORD CLUB WILL MAKE REASONABLE EFFORTS TO ENSURE
THAT REQUESTS FOR TRANSACTIONS ARE PROCESSED IN A TIMELY MANNER
BUT THE OVERLORD CLUB MAKES NO REPRESENTATIONS OR WARRANTIES
REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING (WHICH
IS DEPENDENT UPON MANY FACTORS, INCLUDING THOSE OUTSIDE OF OUR
CONTROL), AND THE OVERLORD CLUB SHALL NOT BE LIABLE FOR ANY LOSSES
OR DAMAGES WHICH YOU MAY INCUR AS A RESULT OF ANY DELAY IN THE
PROVISION OF THE SERVICES.

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27. Disputes, Binding Individual Arbitration, and Class Actions and Class Arbitrations Waiver

A. Disputes. The terms of this Section shall apply to all Disputes between you and the overlord
club. For the purposes of this Section, “Dispute” shall mean any dispute, claim, or action
between you and The overlord club arising under or relating to your The overlord club Account,
the The overlord club platform, these Terms, or any other transaction involving you and The
Overlord Club,whether in contract, warranty, misrepresentation, fraud, tort, intentional tort,
statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be
given the broadest meaning allowable under law.
B. Binding Arbitration: You and The overlord club further agree: (i) to arbitrate all Disputes
between the parties pursuant to the provisions in these Terms; (ii) these Terms memorialize a
transaction in interstate commerce; (iii) the Federal Arbitration Act (9 U.S.C. § 1, et seq.)
governs the interpretation and enforcement of this Section; and (iv) this Section shall survive
termination of these Terms. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO
A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEALS
ARE LIMITED. The arbitrator may award you the same damages and relief as a court sitting in
proper jurisdiction could, and may award declaratory or injunctive relief. In addition, in some
instances, the costs of arbitration could exceed the costs of litigation and the right to discovery
may be more limited in arbitration than in court. The decision of the arbitrator shall be final and
enforceable by any court with jurisdiction over the parties.
C. Small Claims Court. Notwithstanding the foregoing, you may bring an individual action in
the small claims court of your state or municipality if the action is within that court’s jurisdiction
and is pending only in that court.
D. Dispute Notice. In the event of a Dispute, you or The overlord club must first send to the
other party a notice of the Dispute that shall include a written statement that sets forth the name,
address and contact information of the party giving it, the facts giving rise to the Dispute, and the
relief requested (the “Dispute Notice”). The Dispute Notice to The overlord club must be
addressed to: Overlord club llc, with a copy to theoverlordclub@gmail.com, or to the most recent
email or mailing address we have on file or otherwise in our records for you (the “The overlord
club Notice Addresses”). Any Dispute Notice to you shall be delivered by one of the
communication channels you have provided The Overlord Club,which may include email or
other electronic transmission, and you agree that such a delivery of a Dispute Notice to you shall
be sufficient. Should you require to obtain a Dispute Notice by any other communication
channel, you must inform The overlord club of such a requirement in writing. Following
submission and receipt of the Dispute Notice, you and The overlord club each agree to act in
good faith to seek to resolve the Dispute before commencing arbitration. If The overlord club
and you do not reach an agreement to resolve the Dispute within sixty (60) days after the Dispute
Notice is received, you or The overlord club may commence an arbitration proceeding pursuant
to this Section.

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E. WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND THE
OVERLORD CLUB AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE
OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR
CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING,
INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR

CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES
OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR
CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN
CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AND THE
OVERLORD CLUB AGREE THAT NO DISPUTE SHALL PROCEED BY WAY OF CLASS
ARBITRATION WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES.

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F. Arbitration Procedure. If a party elects to commence arbitration, the arbitration shall be
governed by the rules of the American Arbitration Association (“AAA”) that are in effect at the
time the arbitration is initiated (the “AAA Rules”), available at https://www.adr.org/Rules or by
calling 1-800-778-7879, and under the rules set forth in these Terms, except that AAA may not
administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall
be limited to the resolution only of individual claims. If there is a conflict between the AAA
Rules and the rules set forth in these Terms, the rules set forth in these Terms shall govern. You
may, in arbitration, seek any and all remedies otherwise available to you pursuant to federal,
state, or local laws. All Disputes shall be resolved by a single neutral arbitrator, and both parties
shall have a reasonable opportunity to participate in the selection of the arbitrator as provided in
the AAA Rules. The arbitrator is bound by these Terms. The arbitrator, and not any federal, state
or local court or agency, shall have exclusive authority to resolve all disputes arising out of or
relating to the interpretation, applicability, enforceability or formation of these Terms, including,
but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator
shall be empowered to grant whatever relief would be available in a court under law or in equity.
The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any
court of competent jurisdiction. You may choose to engage in arbitration hearings by telephone
or by video conference. Hearings in any arbitration commenced by you that are not conducted by
telephone or videoconference shall take place in Chattanooga, Tennessee, or other agreed to in
writing locations.
G. Initiation of Arbitration Proceeding. If either you or The overlord club decide to arbitrate a
Dispute, we agree to the following procedure:
1. Write a Demand for Arbitration. The demand must include a description of the Dispute
and the amount of damages sought to be recovered. You can find a copy of a Demand for
Arbitration at https://www.adr.org/Forms?practice=all (“Demand for Arbitration”).
2. Send one copy of the Demand for Arbitration, plus the appropriate filing fee, to
American Arbitration Association
Case Filing Services
1101 Laurel Oak Road, Suite 100
Voorhees, NJ 08043
OR

File online using AAA WebFile at https://www.adr.org
OR
File at any of the AAA’s offices.
3. Send one copy of the Demand for Arbitration to the other party at the same address as the
Dispute Notice, or as otherwise agreed to by the parties.
Hearing Format. In all hearing formats, the arbitrator shall issue a written decision that explains
the essential findings and conclusions on which an award, if any, is based. During the arbitration,
the amount of any settlement offer made by The overlord club or you shall not be disclosed to
the arbitrator.
1. The discovery or exchange of non-privileged information relevant to the Dispute may be
allowed during the arbitration as determined by the Arbitrator in accordance with AAA
Rules.
2. Arbitration Fees. With respect to any Dispute where the amount claimed is $20,000 U.S.
or less (or the equivalent amount in a different currency, whether fiat or otherwise), The
overlord club shall pay, or (if applicable) reimburse you for, all fees paid or payable to
AAA, including filing, administration, and arbitrator fees (“Arbitration Fees”) for any
arbitration commenced between The overlord club and you (and whether initiated by The
overlord club or by you) pursuant to provisions of these Terms in stablecoins to your
selected wallet. You are responsible for all costs that you incur in connection with the
arbitration other than Arbitration Fees, including without limitation, fees for attorneys or
expert witnesses. You must reimburse The overlord club any Arbitration Fees if (i) The
overlord club is the prevailing party in the arbitration or (ii) you withdraw the arbitration.
3. Opt-out . You may elect to opt-out (exclude yourself) from the final, binding individual
arbitration procedure and waiver of class and representative proceedings specified in
these Terms by sending a written letter to the The overlord club Notice Address within
thirty (30) days of your initial assent to these Terms (including your first use of your The
overlord club Account or the The overlord club platform) that specifies: (i) your name;
(ii) your mailing address; and (iii) your request to be excluded from the final, binding
individual arbitration procedure and waiver of class and representative proceedings
specified in this Section. In the event that you opt-out consistent with the procedure set
forth above, all other terms shall continue to apply.
4. Amendments to this Section . Notwithstanding any provision in these Terms to the
contrary, you and The overlord club agree that if The overlord club makes any future
amendments to the dispute resolution procedure and class action waiver provisions (other
than a change to The Overlord Club address) in these Terms, The overlord club will
notify you and you will have thirty (30) days from the date of notice to affirmatively opt-
out of any such amendments by sending a written letter to the The overlord club Notice
Address within thirty (30) days of The Overlord Club notification that specifies: (i) your
name; (ii) your mailing address; and (iii) your request to opt-out of such amendments. If
you affirmatively opt-out of any future amendments, you are agreeing that you will
arbitrate any Dispute between us in accordance with the language of this Section as stated

in these current Terms, without any of the proposed amendments governing. If you do not
affirmatively opt-out of any future amendments, you will be deemed to have consented to
any such future amendments.
5. Severability . If any provision in this Section is found to be unenforceable, that provision
shall be severed with the remainder of these Terms remaining in full force and effect. The
foregoing shall not apply to the prohibition against class or representative actions; if the
prohibition against class or representative actions is found to be unenforceable, this entire
Section shall be null and void. The terms of this Section shall otherwise survive any
termination of these Terms.
6. Exclusive Venue for Proceedings in Connection with Arbitration . The overlord club and
you agree that any proceeding to compel arbitration, confirm an award, or to seek interim
or other relief in aid of arbitration, may be filed only in the competent state or federal
courts located in Chattanooga, Tennessee.

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28. Our Ownership of the Services and The Overlord Club Intellectual Property (IP)
You agree and acknowledge that we own all right, title and interest to and in the Services, the
associated software, technology tools and content, the The overlord club website, any logos,
identifying marks, images, illustrations, designs, icons, photographs, videos, text and other
written and multimedia materials, the content displayed on the website or platform, and other
materials produced by and related to The overlord club (collectively, the “The overlord club
IP”). You acknowledge and agree that no proprietary rights are being transferred to you in such
materials or information, and that you have no intention of using such materials or information
inappropriately or to in any way harm The overlord club or any of its affiliates, directors, officers
or employees. You shall not prepare any derivative work based on the The overlord club IP, nor
shall you translate, reverse engineer, decompile or disassemble the The overlord club IP.

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29. Communications
We may record and monitor our telephone conversations with you and your electronic
communications with us (chat, email, and other forms of electronic exchange). Unless the law
requires otherwise, you consent in advance to such recording and monitoring and we do not need
to remind you of these activities. You must promptly notify us of any change in your contact
information, including residential post and email address. Failure to notify us in a timely fashion
may result in delay or non-receipt of notices or correspondence.

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30. Waiver
We may delay the exercise of any rights we have under these Terms, and any such delay shall not
result in a waiver, relinquishment or modification of any of our rights. If we delay in any
exercise of our rights, or if notwithstanding the foregoing The overlord club somehow is deemed
to have waived any of our rights, you are still obligated to pay us Obligations you may owe us,
remove any violation of these Terms and/or otherwise follow our instructions (as applicable).
Any delay or waiver of our rights applies only to the specific instance in which we decide to
delay or waive the provision and does not affect our other or subsequent rights in any way.

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31. Changes in Terms
Please be aware that the terms and conditions governing the Services can change over time. We
reserve the right to discontinue or make changes to any of the Services. We may change these
Terms, and we may add to or delete from these Terms, and the updated version will supersede all
prior versions. We will provide notice of changes, additions, and deletions, as required by law. If
we have provided advance notice and you do not agree with a change, you may close your The
overlord club Account(s) and demand repayment of outstanding loans before the effective date of
the change, which shall be your sole remedy. The continued maintenance of your The overlord
club Account following the effective date of any change will constitute your acceptance of such
change and subject your The overlord club Account to the modified Terms.

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32. Assignment
These Terms, or any of the rights and/or obligations provided hereunder, may not be assigned or
otherwise transferred by you to any other person or Entity, whether by operation of law or
otherwise, without The Overlord Club express written consent, and any attempted assignment in
violation of this prohibition shall be void ab initio and of no effect. The overlord club may assign
or transfer these Terms and/or any or all of its rights and/or obligations hereunder at any time to
any Affiliate of The Overlord Club,with or without providing you with prior notice of the same.
The overlord club may assign or transfer these Terms and/or any or all of its rights and/or
obligations hereunder at any time to any third party by providing prior notice. Any permitted
assignment or transfer of or under these Terms shall be binding upon, and inure to the benefit of
the successors, executors, heirs, representatives, administrators and permitted assigns of the
parties hereto.

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33. Governing Law and Venue
The relationship between you and The overlord club is governed exclusively by the laws of the
state of Tennessee, without regard to its conflict of law provisions. Any dispute arising out of, or
related to, your The overlord club Account or relationship with The overlord club must be
brought exclusively in the competent courts located in Chattanooga, Tennessee and the US
District Court; however, The overlord club may bring equitable relief or collections actions in
any applicable jurisdiction.

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34. Force Majeure
We will not be liable for delays in processing or other non-performance caused by such events as
fires, telecommunications, utility, or power failures, equipment failures, labor strife, riots, war,
nonperformance of our vendors or suppliers, acts of God, pandemic or epidemic events, or other
causes over which we have no reasonable control.

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35. Survival
The provisions of Sections 16 (Taxes), 25 (Indemnification), 26 (Disclaimer of Warranty), 27
(Disputes, Binding Individual Arbitration, and Class Actions and Class Arbitrations Waiver), 28

(Our Ownership of the Services and The overlord club IP), 30 (Waiver) and 33 (Governing Law
and Venue) shall survive the termination of these Terms.

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