Software Access Agreement.
The agreement governing access to and use of the Maestro Treasury Platform, operated by Go Maestro Inc.
Last modified July 13, 2026
The Agreement
The following Maestro Treasury Platform Software Access Agreement is a legal agreement (this "Agreement") between you ("You" or "Your") and Go Maestro Inc., a Delaware corporation ("Maestro," "we," "us," or "our"), and governs Your access to and use of the Maestro Treasury Platform made available by Maestro at https://treasury.gomaestro.org ("Maestro Treasury Platform"). You and Maestro are each a "Party" and collectively the "Parties" hereto and hereunder.
THIS AGREEMENT MAY BE PRESENTED TO AND EXECUTED BY YOU IN MANUAL COUNTERPARTS OR THROUGH ELECTRONIC PRESENTATION AND EXECUTION. BY MANUALLY OR ELECTRONICALLY EXECUTING THIS AGREEMENT, CONNECTING YOUR SELF-CUSTODY DIGITAL WALLET TO ACCESS THE MAESTRO TREASURY PLATFORM, OR CLICKING TO ACCEPT OR OTHER ATTESTATION WHEN SUCH OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT EFFECTIVE AS OF THE DATE OF SUCH ACTION (THE "EFFECTIVE DATE"). IF THE INDIVIDUAL TAKING SUCH ACTION IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THE INDIVIDUAL TAKING SUCH ACTION REPRESENTS AND WARRANTS THAT HE/SHE HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM "YOU" SHALL REFER TO SUCH ENTITY.
Maestro reserves the right to amend this Agreement at any time without advance notice, unless required by law, by posting a revised Agreement on and through the Maestro Treasury Platform. All changes will be effective upon posting, so You should check this Agreement on the Maestro Treasury Platform periodically for changes. Your continued use of the Maestro Treasury Platform after any change to this Agreement in accordance with its terms constitutes Your agreement to be bound by any such changes.
Services; Restrictions; Fees
1.1. Maestro Treasury Platform Background
Maestro owns and operates the proprietary Maestro Treasury Platform, a web3-based institutional treasury management and yield optimization infrastructure platform enabling treasurers, asset managers, DAOs, protocols, and other institutional participants to access, evaluate, and allocate digital assets to decentralized finance ("DeFi") yield strategies, vaults, and protocols through on-chain smart-contract infrastructure ("Transactions"). Maestro does not originate, underwrite, broker, intermediate, or guarantee any Transactions, does not set the terms (including, without limitation, yield rates, allocation parameters, lock-up periods, or risk parameters) for any Transactions, does not conduct a counterparty risk assessment of any Users, and does not take custody of or transmit fiat or digital assets by default. Custody arrangements vary by vault and strategy, and the custody model applicable to each vault is described in the applicable Vault Agreements (as defined in Section 1.2.1) and any applicable Transaction Documents, which You should review before depositing assets. Maestro is not a lender, broker, bank or other type of financial institution, and does not provide any financial products or services; it is a financial technology company providing software infrastructure only. All treasury management, yield optimization, lending, borrowing, staking, liquidity provision, or other DeFi activities that Users may engage through or in connection with the Maestro Treasury Platform are between You, other Users, and Third Party Services (as defined herein) providers, including the underlying DeFi protocols, as documented in the Transaction Documents (as defined herein), except as otherwise expressly provided in any applicable Vault Agreement or Transaction Document. Smart contracts deployed by Maestro as technology infrastructure have been subject to security audits by independent third-party auditors, including Halborn Inc. An audit does not guarantee the absence of vulnerabilities; see Section 6.1 for applicable disclaimers.
The Maestro Treasury Platform serves as an interface layer that provides access to vaults, yield strategies, and other on-chain mechanisms. The vault smart contracts, underlying DeFi protocols, and related on-chain infrastructure accessed through the Maestro Treasury Platform operate independently of the interface. Maestro may deploy vault smart-contract infrastructure as a technology provider, including Mezzamine vaults, which currently operate as standard smart-contract interactions. Future Mezzamine products will be based on the ERC-4626 vault framework standard. However, the operation, management, and performance of any vault strategy is directed by the applicable vault curator or strategy provider, not by Maestro. Maestro does not control the allocation decisions, yield outcomes, or risk parameters of any vault strategy.
1.1(a) Smart Contract Upgrades. Maestro may deploy smart contracts using upgradeable proxy patterns that enable management of multiple contract versions simultaneously. This architecture permits Maestro to address discovered vulnerabilities, apply security patches, and implement protocol improvements without requiring users to manually migrate assets or execute new transactions. Users acknowledge that vault smart contracts may be upgraded and agree to review updated contract terms and risk disclosures prior to continued use.
1.1(b) Vault Administrator Powers. Each vault may designate a vault administrator address on the underlying smart contract. The vault administrator has the ability to: (i) transfer funds between the vault contract and underlying yield strategies; (ii) record and report yield metrics; (iii) process withdrawal requests; and (iv) manage the timing and execution of withdrawal transactions. Vault administrators are responsible for performing these functions in accordance with vault-specific terms and the underlying smart contracts. Maestro does not control or supervise vault administrator actions and disclaims all liability for vault administrator decisions, delays, or omissions.
Admin Authority Definition. The vault administrator address is set in the underlying vault smart contract code. The foregoing list describes the primary functions currently exercised by vault administrators and is not exhaustive. The full scope of vault administrator permissions is encoded in and determined by the applicable vault smart contract. The specific actions, permissions, and constraints applicable to the vault administrator are determined by the vault smart contract code itself and are not specified in this Agreement. Users are solely responsible for reviewing vault smart-contract code and Vault-Specific Terms to understand the complete set of vault administrator powers applicable to any vault in which they participate. Maestro makes no representations regarding what the vault administrator can or cannot do beyond what is encoded in the smart contract.
Admin Succession. The vault administrator address may be changed by the vault creator or by the vault administrator itself, as authorized in the vault smart contract. Maestro does not control, approve, or verify any changes to vault administrator addresses and makes no representations regarding the governance or decision-making processes of vault creators or administrators.
1.1(c) Circuit Breaker Mechanisms. Each vault and underlying strategy may be equipped with circuit breaker functionality to respond to security threats or market anomalies. Vault-level circuit breakers are managed and controlled by Maestro. Strategy-level circuit breakers within vaults are managed and controlled by the applicable strategy curator or strategy provider. When activated, a circuit breaker may temporarily or permanently prevent deposits, withdrawals, or both. Neither Maestro nor strategy curators are liable for the activation of circuit breakers, the timing of such activation, or the impact of circuit breaker activation on user access to or recovery of deposited assets.
Circuit Breaker — Deposit Impact. Whether a circuit breaker activation prevents deposits depends on the vault and underlying strategy design. Some circuit breakers may block deposits while allowing queued withdrawals to process. Others may block all activity. The specific behavior of each vault's circuit breaker with respect to deposits is determined by the vault smart contract and underlying strategy parameters. Users must review the vault-specific documentation and smart contract code to understand deposit behavior during circuit breaker activation.
Circuit Breaker — Duration Limits. Vault-level circuit breakers are subject to a maximum duration limit set in the vault smart contract. However, the actual duration a circuit breaker remains active may also depend on strategy-level constraints, liquidity conditions, and the underlying strategy's time horizon. Maestro may independently extend vault-level circuit breaker duration beyond the initial smart-contract maximum in response to ongoing security threats or market conditions. Strategy-level circuit breakers remain under the sole control of the applicable strategy curator, and Maestro's extension of a vault-level circuit breaker does not override or modify any strategy-level circuit breaker. Users are not entitled to compensation, refunds, or early withdrawal privileges as a result of extended circuit breaker activation.
Circuit Breaker — Technical Implementation. Vault-level circuit breakers are implemented on-chain within the vault smart contract code and are automatically enforceable by the blockchain network. Strategy-level circuit breakers may be implemented on-chain or off-chain at the discretion of the strategy curator or strategy provider. Off-chain circuit breakers depend on curator monitoring and action and are not automatically enforced by smart contract code. Users acknowledge that off-chain circuit breakers may have different activation timelines and reliability characteristics than on-chain circuit breakers, and that delays in off-chain circuit breaker activation could result in loss of assets.
1.2. Maestro Treasury Platform Access
Maestro grants to You and Your personnel authorized by You to access the Maestro Treasury Platform (each, an "Authorized User"), during the Term, a limited, revocable, non-exclusive, non-sublicensable, non-transferable, non-assignable right to remotely access and use the Maestro Treasury Platform solely to support one or more proposed or prospective Transactions in accordance with the terms of this Agreement ("Permitted Purpose"). In furtherance of a Permitted Purpose, you may elect to interact with one or more DeFi protocols, vaults, yield strategies, or other on-chain mechanisms through the Maestro Treasury Platform (You and each of such third parties or protocols, "User") to execute treasury management and yield optimization transactions that will be effected, facilitated or otherwise supported on or through the Maestro Treasury Platform and/or to set forth certain Third Party Terms related thereto (such agreements, along with any related certificates, instruments or filings, the "Transaction Documents" and each a "Transaction Document"). Users may include treasurers, asset managers, DAOs, protocols, liquidity providers, and other transaction participants who access the Maestro Treasury Platform for a Permitted Purpose. We may provide samples of form agreements for the Transaction Documents for your convenience. You are solely responsible for independently verifying with Your legal counsel that such sample agreements for the Transaction Documents are legally sufficient for the contemplated Transaction in all respects, it being understood that we make no representations as to the adequacy or sufficiency of any such samples for Your intended purpose or any purpose. Except as expressly set forth in any applicable Vault Agreement or Transaction Document, Maestro shall not be deemed a party to any Transaction Document or any other transaction supported by the Maestro Treasury Platform. Maestro will provide technical support for the Maestro Treasury Platform in accordance with its standard user-support services, practices, and offerings as they may exist from time to time.
1.2.1. Per-Vault Terms of Service. In addition to accepting this Agreement, You acknowledge that each vault, yield strategy, or other on-chain mechanism accessed through the Maestro Treasury Platform may be subject to separate, vault-specific terms of service ("Vault-Specific Terms"). Maestro shall require all prospective vault participants, including initial depositors and subsequent recipients of vault share tokens, to affirmatively accept the applicable Vault-Specific Terms prior to obtaining access to or receiving beneficial interest in vault share tokens. Vault-Specific Terms shall govern vault-specific eligibility, KYC requirements, prohibited activities, and other terms applicable to that vault only. To the extent that Vault-Specific Terms conflict with this Agreement, the Vault-Specific Terms shall control with respect to vault access and share token transfers. Participation in certain vaults may also be governed by a separate written agreement between You and Maestro, a Maestro affiliate, or the applicable vault curator or strategy provider (each, a "Bilateral Vault Agreement"). Vault-Specific Terms and any applicable Bilateral Vault Agreement are referred to collectively as the "Vault Agreements." To the extent a Bilateral Vault Agreement conflicts with this Agreement or with any Vault-Specific Terms, the Bilateral Vault Agreement shall control with respect to the applicable vault.
1.2.2. Share Token Transferability and Recipient Acceptance. Vault share tokens may be transferable between wallet addresses subject to the terms of the applicable Vault-Specific Terms and underlying smart-contract mechanics. Any individual or entity that receives vault share tokens, whether through initial deposit or subsequent transfer, shall be deemed a participant in the applicable vault. Maestro shall implement technical and contractual mechanisms to ensure that:
- (a)Share token recipients are presented with and required to affirmatively accept the applicable Vault-Specific Terms at the time of receipt or transfer, or at the time of first interaction with the vault interface;
- (b)Share tokens may be marked or restricted (through soulbound or similar on-chain mechanisms) to enforce acceptance of Vault-Specific Terms, in vaults where required;
- (c)Maestro retains the right to require retroactive acceptance of Vault-Specific Terms from existing share token holders as a condition of continued access to vault functionality through the Maestro Treasury Platform interface; and
- (d)Transfer restrictions or soulbound mechanisms may be implemented for specific vaults to prevent transfer to non-compliant recipients, as further detailed in the applicable Vault-Specific Terms.
Each Vault-Specific Terms document shall expressly disclose:
- (a)Whether vault share tokens are transferable or restricted (soulbound);
- (b)If transferable, any restrictions on eligible recipients (e.g., accreditation requirement, residency restriction, KYC requirement);
- (c)The mechanism by which transfer restrictions will be enforced (smart-contract soulbound, whitelisting, or manual approval);
- (d)The requirement that share token recipients affirmatively accept the applicable Vault-Specific Terms prior to receiving or vesting share tokens;
- (e)Any lock-up, vesting, or transfer-restriction periods that apply to share tokens;
- (f)Whether share tokens may be transferred back to Maestro or the vault curator in exchange for underlying assets (redemption), and any associated fees or restrictions; and
- (g)The consequences of transferring vault share tokens in violation of transfer restrictions (including potential reversal, forced divestment, or loss of access).
1.2.3. Conditional Transfer Restrictions Based on Eligibility. Certain Vault-Specific Terms may impose transfer restrictions that limit share token recipients to individuals or entities that meet specific eligibility criteria (e.g., accredited investor status, residency in non-sanctioned jurisdictions, completion of KYC verification, or other vault-specific requirements). Such transfer restrictions shall be:
- (a)Clearly specified in the applicable Vault-Specific Terms;
- (b)Technically enforced through smart-contract mechanisms (including, without limitation, soulbound tokens or transfer-gating logic) where feasible;
- (c)Communicated to share token holders prior to deposit; and
- (d)May be updated by Maestro or vault curators as required by changes in applicable law or regulatory guidance, with notice to affected participants.
By receiving or holding vault share tokens, you represent and warrant that you meet all eligibility criteria specified in the applicable Vault-Specific Terms. Maestro and vault curators reserve the right to require proof of continued compliance at any time.
1.3. Onboarding Process
Access to the Maestro Treasury Platform is authenticated through connection of a compatible Self-Custody Digital Wallet. You may connect the Platform to any wallet that is compatible with Maestro's supported blockchain networks, including wallets you control independently or wallets provided through third-party wallet services such as Privy. Wallet providers' terms of service govern their respective services. Use of any third-party wallet service is entirely voluntary and subject to such service provider's separate terms of service. As a condition to accessing the Maestro Treasury Platform, we may require You to complete an onboarding process and establish access credentials with Maestro, including verification of Your identity and, for institutional users, verification of entity status, for compliance or access-control purposes.
Notwithstanding the foregoing, Maestro does not currently operate a centralized Know Your Customer (KYC) collection flow at the platform level. Vault access is controlled through whitelisting mechanisms and off-chain legal agreements between You and the applicable vault curator or strategy provider. However, individual vaults accessed through the Maestro Treasury Platform may require KYC or identity verification as a condition of participation, which shall be specified in the applicable Vault-Specific Terms. Maestro may implement platform-level KYC functionality in the future if required by regulatory guidance or specific vault strategies, as detailed in Section 1.3.2 below.
1.3.2. Conditional Future KYC Integration. Maestro may integrate third-party KYC service providers (including, without limitation, Keyring or similar protocols) to facilitate vault-specific KYC requirements. If such integration occurs, Maestro shall:
- (a)Clearly disclose the integration and specify which vaults or strategies require KYC verification;
- (b)Provide You with notice of the effective date of any required KYC integration;
- (c)Allow You a reasonable period (not less than thirty (30) days) to comply with any new KYC requirements as a condition of continued access to affected vaults; and
- (d)Incorporate the applicable third-party KYC terms into the relevant Vault-Specific Terms.
KYC service provider integrations shall not affect Your access to vaults that do not require such verification.
1.4. Use Restrictions
You shall not, and shall not permit any other individual or entity to: (a) copy or reproduce any aspect of the Maestro Treasury Platform, in whole or in part, except as expressly permitted herein; (b) modify, adapt, translate, enhance, or create derivative works or improvements of the Maestro Treasury Platform; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Maestro Treasury Platform to any third party; (d) reverse engineer, disassemble, decompile, decode, or adapt the Maestro Treasury Platform, or otherwise attempt to derive or gain access to the source code of the Maestro Treasury Platform, in whole or in part; (e) bypass, circumvent, or breach any security device or protection used for or contained in the Maestro Treasury Platform; (f) remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, terms, warranties, disclaimers, intellectual property rights, proprietary rights, or other symbols, notices, marks, or serial numbers on or relating to any copy of the Maestro Treasury Platform; (g) use the Maestro Treasury Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any individual or entity, or that violates any law; (h) use the Maestro Treasury Platform for purposes of (1) benchmarking or competitive analysis of the Maestro Treasury Platform, (2) developing, using, or providing a competing software product or service, or (3) any other purpose that is to Maestro's detriment or commercial disadvantage; or (i) use the Maestro Treasury Platform for any purpose or application not permitted by this Agreement.
- (j)You acknowledge and agree that Maestro or vault-specific contracts may implement wallet whitelisting, blacklisting, or soulbound share token mechanisms for specific vaults to enforce eligibility, prevent transfer to non-compliant recipients, or comply with regulatory requirements. Such mechanisms may restrict Your ability to transfer vault share tokens, vest share tokens exclusively to Your wallet address, or limit access to designated recipients. The activation and terms of any such mechanism shall be disclosed in the applicable Vault-Specific Terms prior to Your deposit. You shall not attempt to circumvent, bypass, or exploit any whitelist, soulbound, or transfer-restriction mechanism through smart-contract interaction, token wrapping, bridge services, or other technical means.
1.5. Authorized Users
You shall at all times be responsible for Your Authorized Users' access to and use of the Maestro Treasury Platform in accordance with the terms of this Agreement, and shall be liable for any breach of this Agreement by an Authorized User as if You had committed such breach. Maestro may require that each Authorized User complete individual authentication or wallet-connection procedures as a condition of access.
1.6. Third Party Services
The Maestro Treasury Platform may be provided through, incorporate, or otherwise rely on certain software, software services, DeFi protocols, yield aggregators, vaults, staking services, lending protocols, custody services, oracle services, bridge operators and bridging services, wallet providers, and other services, content, information, data and/or other materials that are: (x) incorporated within, displayed on, or offered through or in connection with the Maestro Treasury Platform; and (y) owned, operated, offered or provided by third parties other than Maestro ("Third Party Services"). We do not control and shall not be liable to You for any Third Party Services that You may engage with on, through or in connection with the Maestro Treasury Platform or any Transaction Documents. Third Party Services are subject to related third party terms and conditions that apply to Your access to and use of such Third Party Services ("Third Party Terms"), and are not governed by this Agreement. Third Party Services, or all features, functionalities, services, or integrations of the Maestro Treasury Platform may not be available to all Users or in all jurisdictions. Links to and from Third Party Services on or through the Maestro Treasury Platform do not constitute an endorsement of such Third Party Services or the providers of such Third Party Services.
The Maestro Treasury Platform may provide a client interface for accessing third-party bridge operators, including but not limited to Garden Finance protocol. Maestro may add, remove, or replace the bridge operators accessible through the Platform interface at its discretion; such changes affect only the availability of bridge services through the Platform and do not constitute operational control of any bridge service. Users transact directly with bridge operators and underlying bridge protocols, not with Maestro.
1.6(a) Bridge Services. When you engage with bridging services through the Maestro Treasury Platform, you are transacting directly with the bridge operator and underlying bridge protocol, not with Maestro. Maestro provides a client interface for convenience only and is not a party to any bridge transaction, bridge operator agreement, or bridge protocol. Your use of any bridge service is subject to the bridge operator's terms of service and is entirely at your own risk. Where available, bridge operator terms of service are linked in the Platform interface prior to transaction initiation. You are solely responsible for reviewing and accepting any applicable bridge operator terms before completing a bridge transaction.
1.7. Fees and Payments
We may charge a fee for the Maestro Treasury Platform or one or more Maestro Treasury Platform features, functionalities, services, or offerings, and You agree to the applicable pricing and payment terms provided by us and accepted by You via the Maestro Treasury Platform. Maestro may add new features, functionalities, services, or integrations for additional fees and charges, or amend fees and charges for existing features, functionalities, services, or integrations at any time in its sole discretion. Unless otherwise specified, all fees, including any applicable taxes and transaction fees, are in U.S. Dollars or in such digital assets as may be specified by Maestro from time to time. Any applicable sales or other taxes are in addition to the stated fee. You are responsible for all network or "gas" fees and any other transaction costs incurred in connection with Your use of the Maestro Treasury Platform. All payments are nonrefundable, and there are no refunds or credits for partially used periods for any Maestro Treasury Platform services paid for in advance. In addition, You are responsible for fees for Third Party Services. Maestro is not responsible for, and shall have no liability with respect to, any fees charged by Third Party Services providers pursuant to applicable Third Party Terms, and You must communicate directly with such Third Party Services providers in the event of any dispute about such fees. Maestro will not provide any refunds or other compensation related to fees due to Third Party Services providers.
In addition to any platform-level fees charged by Maestro, individual vaults accessed through the Maestro Treasury Platform may impose their own fee structures, including, without limitation, deposit fees, withdrawal fees, performance fees, assets-under-management fees, and early-withdrawal or instant-withdrawal fees. Such vault-level fees are established by the applicable vault curator or strategy provider and are disclosed on the vault detail page prior to deposit. Maestro does not control and is not responsible for vault-level fees imposed by third-party vault curators or strategy providers.
1.8. Payment Authorization
By accessing or using the Maestro Treasury Platform, You authorize Maestro and the applicable on-chain smart-contract functionality integrated with the Maestro Treasury Platform to deduct, withhold, or receive Maestro Treasury Platform fees and other amounts payable under this Agreement directly from the digital-asset wallet You connect to the Maestro Treasury Platform, whether created independently or through a third-party wallet provider integrated with the Platform ("Self-Custody Digital Wallet"). For purposes of this Agreement, "Self-Custody Digital Wallet" means any blockchain wallet connected to the Platform from which You have sole authority to initiate transactions, regardless of how the wallet was created or managed. The use of a Self-Custody Digital Wallet to access the Platform does not mean that all assets deposited through the Platform remain under Your direct custody at all times. The custody model applicable to deposited assets varies by vault and strategy and is described in the applicable Vault Agreements and any applicable Transaction Documents. You represent and warrant that the Self-Custody Digital Wallet belongs to You and that You have sole authority to initiate transactions from such wallet, whether created independently or through a third-party wallet provider. Where a wallet is created through a third-party provider (such as Privy), Your control is subject to such provider's terms of service, and You acknowledge that the provider may have technical capabilities related to wallet infrastructure that do not diminish Your responsibility for all transactions initiated from that wallet. We neither control Your Self-Custody Digital Wallet nor have any access to any other digital assets in Your Self-Custody Digital Wallet. Neither Maestro nor any integrated wallet service provider (including Privy, if used) maintains the ability to recover, reset, or restore your private keys or access credentials. You are solely responsible for (i) establishing and maintaining, in fully operational, secure, and valid status, access to Your Self-Custody Digital Wallet, and (ii) maintaining, in Your fully secure possession, the credentials for accessing Your Self-Custody Digital Wallet and the private access code (whether a mnemonic phrase, private access key, or other form of password). Loss of your private keys or credentials will result in permanent loss of access to your digital assets. Maestro does not have the ability to reverse or cancel any on-chain transaction once initiated. IN THE EVENT OF ANY LOSS, HACK, OR THEFT OF ANY DIGITAL ASSET AS A RESULT OF USING THE MAESTRO TREASURY PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO RIGHT(S), CLAIM(S), OR CAUSES OF ACTION IN ANY WAY WHATSOEVER AGAINST US FOR SUCH LOSS, HACK, OR THEFT, INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY SUCH DIGITAL ASSET.
Intellectual Property and Data
2.1. Your Data
As between the Parties, You shall own all right, title, and interest in and to all information, data, and other content, in any form or medium, that is uploaded to the Maestro Treasury Platform by You or any Authorized User in connection with Your use of the Maestro Treasury Platform ("Your Data"). You hereby grant Maestro a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use, display, and perform all acts with respect to Your Data as may be necessary for Maestro to operate the Maestro Treasury Platform, and otherwise fulfill its obligations and exercise its rights, pursuant to this Agreement. You acknowledge that the Maestro Treasury Platform derives all portfolio tracking and indexed data from on-chain transactions recorded on public blockchain networks. Certain information You or other Users make available through the Maestro Treasury Platform may be permanently and publicly recorded on a blockchain network beyond Maestro's control, and that Maestro does not store, modify, or delete such on-chain recorded information. Maestro maintains indexed data derived from such on-chain transactions for operational and analytical purposes in accordance with this Section 2.1. You further acknowledge and agree that Maestro may monitor use of the Maestro Treasury Platform by You and all Authorized Users and collect and compile related data and information in an aggregated and anonymized manner for various purposes including, without limitation, compilation of statistical and performance information related to the provision and operation of the Maestro Treasury Platform, and You hereby grant Maestro a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, assignable, transferable, sublicensable license to reproduce, distribute, modify, and otherwise use and display Your Data as and to the extent incorporated within such collections and compilations.
2.2. Feedback
You and/or Your Authorized Users may from time to time provide Maestro with suggestions, comments, evaluations, assessments, opinions, critiques, questions and other feedback and information regarding the Maestro Treasury Platform or otherwise in connection with the Maestro Treasury Platform (collectively, "Feedback"). You hereby assign to Maestro, on Your behalf and on behalf of all Authorized Users, all right, title, and interest in, and Maestro is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Maestro is not required to use any Feedback. For the avoidance of doubt, Feedback shall not include Your Data.
2.3. Maestro IP
As between the Parties, Maestro shall own all right, title, and interest in and to the Maestro Treasury Platform and all elements of the Maestro Treasury Platform, including, without limitation, all graphics, design, systems, methods, information, computer code, software, "look and feel," organization, compilation of the content, data and all other intellectual property rights of the Maestro Treasury Platform, and all information technology infrastructure necessary to access and use the Maestro Treasury Platform and/or any Third Party Services from, through or in connection with the Maestro Treasury Platform, including but not limited to APIs (the foregoing, together with all documentation and other materials or intellectual property that may be made available to You and Your Authorized Users by or on behalf of Maestro in connection with the Maestro Treasury Platform, "Maestro IP"). For the avoidance of doubt, Maestro IP: (a) does not include Your Data; and (b) includes any data or information related to Your or any Authorized User's use of the Maestro Treasury Platform that is used by Maestro in an aggregated and anonymized manner for various purposes, including compilation of statistical and performance information related to the provision and operation of the Maestro Treasury Platform, and all Feedback.
Privacy and Data Security; Third Party Account Information
3.1. The Maestro Treasury Platform Privacy Policy (currently located at /privacy) ("Our Privacy Policy") governs Maestro's collection and use of certain data. By accepting this Agreement, You acknowledge that You have read and understood Our Privacy Policy. Maestro shall have no responsibility or liability for any disclosure or public availability of information resulting from the operation of any applicable blockchain network.
3.2. To use some of the features, functionalities, services, or integrations offered on or through the Maestro Treasury Platform, You may need to give us access to information made available by or through third-party blockchain networks, custody or data-service providers, or other decentralized or off-chain systems ("Third Party Data"). Such Third Party Data may include, without limitation, wallet addresses, transaction histories, smart-contract activity, balance information, vault performance data, yield metrics, or other data maintained by third parties with which You have relationships, maintain accounts or engage in financial Transactions in connection with Your use of the Maestro Treasury Platform. Maestro may work with one or more Third Party Services providers to facilitate access to such Third Party Data. You authorize Maestro to access, display, and transmit information maintained by third parties (including Third Party Services providers) as necessary to operate the Maestro Treasury Platform and facilitate communications and coordination among Users and Authorized Users in connection with a Permitted Purpose. Maestro does not review any Third Party Data or third-party account information for accuracy, legality, or non-infringement, and Maestro is not responsible for any such data, for Your access to or use of any Third Party Services, or for the security of any wallet, custodian, or external account.
3.3. KYC Data Storage and Retention. Maestro does not currently store KYC or identity verification data at the platform level. However, if Maestro implements vault-specific KYC requirements (including through Keyring or similar integrations), any identity data collected shall be:
- (a)Stored only to the extent necessary to comply with applicable law and vault-specific eligibility requirements;
- (b)Transmitted only to the applicable third-party KYC provider or vault curator, as specified in the applicable Vault-Specific Terms;
- (c)Subject to the privacy and data security terms of the applicable KYC service provider; and
- (d)Retained only for the duration necessary for vault compliance purposes, after which it shall be securely deleted in accordance with applicable law.
Maestro shall not retain, sell, or use KYC data for marketing, platform-wide profiling, or any purpose beyond vault-specific compliance, except as required by law.
3.4. KYC Data Portability (Vault Compatibility). Where Maestro implements KYC integrations, KYC verification data may be made portable across multiple vaults that:
- (a)Are explicitly designated by Maestro as compatible with a shared KYC provider or standard;
- (b)Share substantially similar eligibility, accreditation, or compliance requirements; or
- (c)Are jointly managed or curated by the same entity or group.
In all cases, portability of KYC data between vaults requires:
- (a)Your explicit consent;
- (b)Clear disclosure in the applicable Vault-Specific Terms that KYC data will be shared with other designated compatible vaults;
- (c)Your affirmative acceptance of the Vault-Specific Terms for each additional vault to which data will be ported; and
- (d)Compliance with applicable data protection and privacy laws.
Maestro shall not share KYC data between incompatible vaults without Your separate, specific consent for each vault.
Confidential Information
4.1. Your Obligations
You understand and acknowledge the confidential and proprietary nature of all Maestro IP and agree that, except as necessary for Your use of the Maestro Treasury Platform in compliance with this Agreement, You will not disclose Maestro Treasury Platform information, features, functionalities, services, or integrations to any third party, directly or indirectly, and will exercise the highest reasonable degree of care to safeguard the confidentiality thereof. You further understand and agree that You may only use or disclose any personally identifiable information about other Users or Authorized Users that You first learn through Your use of the Maestro Treasury Platform for a Permitted Purpose, in accordance with this Agreement and Our Privacy Policy and, where applicable, as expressly permitted under a Transaction Document to which You are a party. For the avoidance of doubt, information or data that is publicly available on a blockchain network or otherwise made public by design of the underlying blockchain technology shall not be deemed confidential.
4.2. Maestro's Obligations
Maestro will use commercially reasonable security precautions to promote the secure transmission of Your Data, and to comply with Your written instructions (as provided through the Maestro Treasury Platform) regarding its disclosure to other Users or Authorized Users, as applicable, including any disclosure instructions You provide through the Maestro Treasury Platform or in a Transaction Document. In no event shall Maestro have any liability to You or any other User for providing access to, or revoking access to, Your Data or any applicable Third Party Data, in each case, as permitted by this Agreement, as required by applicable law, or as otherwise instructed in writing through the Maestro Treasury Platform by You or such User or Authorized User. Maestro is not responsible for and shall have no liability to You or any other User or Authorized User for any authorized or unauthorized access to the Maestro Treasury Platform by You or Your Authorized Users resulting from Your failure to maintain the confidentiality or security of any Maestro Treasury Platform credentials, Self-Custody Digital Wallets, or access permissions.
Representations and Warranties
You represent, warrant and covenant to Maestro as follows at all times while this Agreement is in effect:
- a.You are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which You are organized and have all requisite power and authority to be bound by this Agreement;
- b.You are acting for Your own account, and not as a nominee, agent, trustee, custodian, or fiduciary for any other person. You acknowledge and agree that vault share tokens held in Your wallet are held for Your exclusive beneficial interest, not for any undisclosed principal or third party. You shall not hold or control vault share tokens on behalf of a non-eligible third party or in circumvention of any vault-specific eligibility requirement, and You shall not permit any non-eligible person to use or control Your private keys or wallet credentials in connection with any vault. This representation applies with particular force to vaults that impose eligibility restrictions (such as accreditation, investor-type, or KYC requirements).
- c.You are a sophisticated party and fully familiar with the inherent risks involved in the Transactions contemplated in this Agreement and supported by the Maestro Treasury Platform including, without limitation, risks associated with cryptocurrency, blockchain technology, DeFi protocols, smart contracts, yield strategies, vault mechanisms, and digital asset treasury management;
- d.You will at all times conduct activity under this Agreement and in connection with the Maestro Treasury Platform in compliance with all applicable Laws;
- e.You have obtained and shall maintain all necessary rights, licenses, permissions, and consents to access and use, and provide to Maestro, and to authorize Maestro to access and use Your Data, in each case, through and in connection with the Maestro Treasury Platform and as otherwise contemplated by this Agreement;
- f.No proceedings are pending or threatened against You, which could reasonably be anticipated to have any adverse effect on Your compliance with this Agreement or the Transactions supported by the Maestro Treasury Platform;
- g.No consent, approval or authorization of or registration, qualification, designation, declaration or filing with any governmental authority is required for You to enter into this Agreement or use the Maestro Treasury Platform for the Permitted Purpose;
- h.Neither You nor any person having a direct or indirect beneficial interest in You or any of Your assets subject to the Transactions supported by the Maestro Treasury Platform is the subject of sanctions administered or enforced by the United States (including, without limitation, the Office of Foreign Assets Control and the Financial Crimes Enforcement Network), the United Kingdom, the European Union or any of its member states, or the United Nations (collectively, "Sanctions"), or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions;
- i.You are not a "foreign shell bank" within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.) and are not acting on behalf of a foreign shell bank under applicable anti-money laundering laws and regulations;
- j.You do not reside in, and do not obtain funds from or through, a country or territory that has been designated by the Financial Action Task Force as a high-risk jurisdiction subject to a call for action; and
- k.You meet all eligibility criteria specified in the applicable Vault-Specific Terms for any vault You access or in which You hold share tokens, which may include accreditation status, investor type classification, residency requirements, regulatory approvals, or other criteria. Where vault eligibility is verified through third-party KYC providers designated in the applicable Vault-Specific Terms, Your completion of such verification satisfies this warranty with respect to the criteria so verified. You remain solely responsible for eligibility criteria not covered by third-party verification. You shall notify Maestro immediately if Your eligibility status changes or if You become aware that You no longer satisfy any vault eligibility requirement. You acknowledge and agree that You may lose access to vault functionality or be required to divest vault share tokens if Your eligibility status changes.
Disclaimers
6.1. Disclaimer of Warranties
ALL MAESTRO IP IS PROVIDED "AS IS." MAESTRO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, MAESTRO MAKES NO WARRANTY OF ANY KIND THAT THE MAESTRO TREASURY PLATFORM, ANY OTHER THIRD PARTY SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER INDIVIDUAL'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER THIRD PARTY SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. MAESTRO SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY CONNECTED TO ANY EXPLOITATION, VULNERABILITY, OR OTHER FORM OF FAILURE OR MALFUNCTIONING OF THE MAESTRO TREASURY PLATFORM, INCLUDING AS IT MAY ARISE FROM OR RELATE TO YOUR CHOICE TO UTILIZE SELF-CUSTODY DIGITAL WALLETS IN CONNECTION THEREWITH. IN ADDITION, MAESTRO SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSSES INCURRED BY YOU AS A RESULT OF (A) YOUR ERROR, INCLUDING WITHOUT LIMITATION, LOST PRIVATE KEYS, SEED PHRASES, MISDIRECTED TRANSACTIONS, OR INCORRECT USE OF THE MAESTRO TREASURY PLATFORM; (B) SERVER FAILURE, FAILURE OR MALFUNCTION OF ANY BLOCKCHAIN NETWORK, NODE, OR THIRD PARTY INFRASTRUCTURE, OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE FORCING, OR OTHER MEANS OF ATTACK AGAINST THE MAESTRO TREASURY PLATFORM; OR (D) NETWORK CONGESTION, GAS-FEE VOLATILITY, OR DELAYS OR FAILURES IN TRANSMISSION OR CONFIRMATION OF TRANSACTIONS ON ANY BLOCKCHAIN NETWORK. YOU ACKNOWLEDGE AND AGREE THAT MAESTRO IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY SERVICES PROVIDER, CUSTODIAN, OR TRANSACTION PARTICIPANT, AND THAT YOUR USE OF THE MAESTRO TREASURY PLATFORM AND ANY RELATED SMART CONTRACTS IS ENTIRELY AT YOUR OWN RISK. MAESTRO DOES NOT GUARANTEE THE SECURITY, CORRECTNESS, OR FREEDOM FROM VULNERABILITIES OF ANY VAULT SMART CONTRACT, WHETHER DEPLOYED BY MAESTRO OR BY A THIRD PARTY. EVEN WHERE MAESTRO HAS DEPLOYED VAULT INFRASTRUCTURE AS A TECHNOLOGY PROVIDER, THE VAULT STRATEGY IS DIRECTED BY THE APPLICABLE CURATOR OR STRATEGY PROVIDER IDENTIFIED IN THE APPLICABLE VAULT AGREEMENTS, AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MAESTRO DISCLAIMS ALL LIABILITY FOR VAULT PERFORMANCE, ALLOCATION DECISIONS, AND YIELD OUTCOMES. ALL YIELDS DISPLAYED ON OR THROUGH THE PLATFORM ARE GENERATED VIA ON-CHAIN STRATEGIES AND MAY INCORPORATE DATA FROM BOTH ON-CHAIN AND OFF-CHAIN SOURCES AS DETERMINED BY THE APPLICABLE VAULT CURATOR OR STRATEGY PROVIDER. YOU ACKNOWLEDGE THAT CONVERTING BETWEEN DIGITAL ASSET FORMATS (INCLUDING, WITHOUT LIMITATION, BRIDGING BETWEEN NATIVE ASSETS AND WRAPPED TOKENS) MAY INVOLVE THIRD-PARTY BRIDGE SERVICES INCLUDING BUT NOT LIMITED TO GARDEN FINANCE PROTOCOL. EVEN WHEN BRIDGE SERVICES OPERATE ON TRUSTLESS, INTENT-BASED MECHANISMS WITH AUCTION POOLS AND SOLVERS, BRIDGING CARRIES ADDITIONAL RISKS INCLUDING BRIDGE OPERATOR FAILURE, SMART-CONTRACT VULNERABILITIES, SOLVER NETWORK FAILURES, TEMPORARY ASSET ILLIQUIDITY, AND LOSS OF ASSETS. MAESTRO DOES NOT OPERATE BRIDGE SERVICES AND IS NOT RESPONSIBLE FOR BRIDGE SERVICE PERFORMANCE OR LOSSES.
MAESTRO SPECIFICALLY DISCLAIMS ALL LIABILITY FOR: (I) ACTIONS, DELAYS, OR OMISSIONS BY ANY VAULT ADMINISTRATOR, INCLUDING FAILURE TO TRANSFER FUNDS, PROCESS WITHDRAWALS, OR REPORT YIELD; (II) VAULT ADMINISTRATOR CHANGES OR SUCCESSION; (III) VAULT ADMINISTRATOR MISMANAGEMENT OF VAULT ASSETS OR STRATEGIES; AND (IV) INABILITY TO ACCESS VAULT FUNDS DUE TO VAULT ADMINISTRATOR INACTION OR UNAVAILABILITY. YOU ACKNOWLEDGE AND AGREE THAT VAULT ADMINISTRATORS OPERATE INDEPENDENTLY OF MAESTRO AND THAT MAESTRO HAS NO CONTROL OVER, AND NO LIABILITY FOR, VAULT ADMINISTRATOR PERFORMANCE.
WHILE VAULT SMART CONTRACTS AND RELATED ON-CHAIN INFRASTRUCTURE MAY HAVE BEEN SUBJECT TO SECURITY AUDITS BY THIRD-PARTY SECURITY FIRMS, AN AUDIT DOES NOT GUARANTEE THE ABSENCE OF SECURITY VULNERABILITIES, EXPLOITS, OR OPERATIONAL RISKS. AUDIT RESULTS, AUDIT FIRMS, AND AUDIT SCOPE VARY BY STRATEGY AND VAULT. YOU ARE RESPONSIBLE FOR INDEPENDENTLY REVIEWING AVAILABLE AUDIT REPORTS AND DETERMINING WHETHER ANY AUDIT IS SUFFICIENT FOR YOUR OWN RISK TOLERANCE.
6.2. Limitation of Compliance Obligations; No Legal, Financial, or Investment Advice
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE PLATFORM IS NOT INTENDED TO BE OR TO INCLUDE, AND DOES NOT CONSTITUTE, FINANCIAL, ACCOUNTING, LEGAL, INVESTMENT, INSURANCE OR COMPLIANCE ADVICE OR COUNSEL, AND AS BETWEEN THE PARTIES, YOU ARE SOLELY RESPONSIBLE FOR YOUR OWN COMPLIANCE WITH LAWS IN THE ORDINARY COURSE OF YOUR BUSINESS OPERATIONS AND FOR DETERMINING, OBTAINING AND MAINTAINING ANY LICENSES, PERMITS OR OTHER REGULATORY APPROVALS IN CONNECTION THEREWITH. THE PLATFORM DISPLAYS HISTORICAL YIELD METRICS INCLUDING 7-DAY TRAILING ANNUALIZED PERCENTAGE YIELDS, STRATEGY TOTAL VALUE LOCKED (TVL), AND TOKEN HOLDER REALIZED AND UNREALIZED EARNINGS INFORMATION, WHICH ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. SUCH METRICS DO NOT CONSTITUTE RISK RATINGS, CREDIT SCORES, RECOMMENDATIONS, OR INVESTMENT ADVICE. YOUR USE OF SUCH INFORMATION IS ENTIRELY IN YOUR OWN DISCRETION AND AT YOUR OWN RISK. MAESTRO DOES NOT PROVIDE RISK RATINGS, CREDIT SCORES, OR CREDIT RATINGS THROUGH THE PLATFORM. MAESTRO IS NOT LIABLE FOR ACTIONS YOU OR ANY THIRD PARTY TAKE, OR DO NOT TAKE, OR DELAY IN TAKING, IN RELIANCE ON ANY SUCH ALERTS OR NOTIFICATIONS PROVIDED THROUGH THE PLATFORM (NOR IS MAESTRO LIABLE FOR ANY FAILURE TO PROVIDE, OR DELAY IN PROVIDING, ANY SUCH ALERTS OR NOTIFICATIONS). THE PLATFORM MAY DISPLAY BACKWARD-LOOKING YIELD METRICS, INCLUDING BUT NOT LIMITED TO TRAILING 7-DAY ANNUALIZED PERCENTAGE YIELDS. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. YIELD FIGURES ARE CALCULATED FROM ON-CHAIN DATA AND THIRD-PARTY SOURCES AND MAY BE DELAYED, INCOMPLETE, OR INACCURATE. MAESTRO DOES NOT MAKE OR PROVIDE ANY FORWARD-LOOKING YIELD PROJECTIONS, FORECASTS, OR PREDICTIONS. MAESTRO DOES NOT GUARANTEE THE ACCURACY OF ANY YIELD, PERFORMANCE, OR RISK METRIC DISPLAYED ON THE PLATFORM.
6.2(a). Vault Eligibility Determination. MAESTRO MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING: (I) THE ACCURACY OR COMPLETENESS OF ANY ELIGIBILITY DETERMINATION, KYC VERIFICATION, OR ACCREDITATION ASSESSMENT CONDUCTED BY MAESTRO, VAULT CURATORS, OR THIRD-PARTY KYC PROVIDERS; (II) WHETHER YOU SATISFY THE ELIGIBILITY CRITERIA FOR ANY PARTICULAR VAULT; OR (III) THE LEGAL OR REGULATORY COMPLIANCE OF YOUR PARTICIPATION IN ANY VAULT UNDER YOUR APPLICABLE JURISDICTION'S LAWS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING (A) YOUR OWN ELIGIBILITY FOR VAULT PARTICIPATION, (B) THE LEGAL AND REGULATORY IMPLICATIONS OF YOUR VAULT PARTICIPATION IN YOUR JURISDICTION, AND (C) OBTAINING ANY REQUIRED REGULATORY APPROVALS, LICENSES, OR EXEMPTIONS. MAESTRO'S APPROVAL OF YOUR VAULT ACCESS DOES NOT CONSTITUTE A REPRESENTATION THAT YOUR PARTICIPATION IS LEGAL OR COMPLIANT IN YOUR JURISDICTION. BY ACCESSING ANY VAULT, YOU ACKNOWLEDGE THAT YOU HAVE INDEPENDENTLY VERIFIED YOUR ELIGIBILITY AND COMPLIANCE. VAULT ELIGIBILITY VERIFICATION, WHERE CONDUCTED, IS PERFORMED BY THIRD-PARTY KYC PROVIDERS DESIGNATED IN THE APPLICABLE VAULT-SPECIFIC TERMS, NOT BY MAESTRO. MAESTRO RECEIVES ONLY LIMITED VERIFICATION STATUS CONFIRMATIONS AS DESCRIBED IN OUR PRIVACY POLICY AND DOES NOT INDEPENDENTLY VERIFY ACCREDITATION, RESIDENCY, OR OTHER ELIGIBILITY CLAIMS.
6.3. Third Party Services
ALL THIRD PARTY SERVICES ARE PROVIDED "AS IS". ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY SERVICES IS STRICTLY BETWEEN YOU AND THE THIRD PARTY OWNER OR DISTRIBUTOR OF THE THIRD PARTY SERVICES. MAESTRO (x) MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING AND (y) SHALL NOT HAVE, AND HEREBY DISCLAIMS, ANY RESPONSIBILITY AND LIABILITY TO YOU OR ANY OTHER THIRD PARTY FOR THE AVAILABILITY, FUNCTIONING OR PERFORMANCE OF ALL THIRD PARTY SERVICES. MAESTRO SHALL NOT HAVE, AND HEREBY DISCLAIMS, ANY RESPONSIBILITY AND LIABILITY TO YOU OR ANY OTHER THIRD PARTY FOR (AND YOU ACKNOWLEDGE AND ASSUME SOLE RESPONSIBILITY FOR AND ASSUMES ALL RISK ARISING FROM): (I) YOUR USE OF ANY THIRD PARTY SERVICES, OR THE CONTENT, PRODUCTS, ITEMS, SERVICES, OFFERINGS OR ASSETS AVAILABLE ON OR THROUGH ANY THIRD PARTY SERVICES; (II) YOUR DECISION TO ENGAGE IN, EXECUTE, OR RELY UPON ANY TRANSACTION, SMART-CONTRACT INTERACTION, OR OTHER ACTIVITY FACILITATED THROUGH OR IN CONNECTION WITH ANY THIRD PARTY SERVICES; OR (III) YOUR DECISION TO ENTER INTO ANY TRANSACTION DOCUMENT, CONTRACT, OR OTHERWISE ENGAGE OR TRANSACT WITH ANY PROVIDER OF THIRD PARTY SERVICES.
6.3(a) Bridge Services Disclaimer. Bridge services integrated with the Maestro Treasury Platform operate on trustless, intent-based mechanisms that do not require trust in a single operator. Bridge operations may employ auction pools and solver networks to facilitate asset conversions. Notwithstanding the trustless nature of bridge mechanics, bridge services carry risks including but not limited to smart-contract vulnerabilities, temporary asset illiquidity, solver network failures, and potential loss of assets. Maestro does not operate, control, or guarantee bridge infrastructure and disclaims all liability for losses arising from bridge service use.
(b) Bridge Operator Services. Maestro does not operate any bridge services or bridge infrastructure. Bridge operators (including but not limited to Garden Finance protocol) are independent third parties. Maestro (x) makes no representations, warranties, or guarantees regarding bridge operator performance, bridge security, or asset conversion success; and (y) shall not have, and hereby disclaims, any responsibility and liability for (i) bridge operator conduct or failures; (ii) your use of any bridge service or the assets converted through any bridge; (iii) your decision to engage in any bridge transaction; (iv) smart-contract vulnerabilities in bridge infrastructure; or (v) loss of assets in bridge operations, regardless of cause.
(c) Wallet Service Providers. Wallet service providers (including but not limited to Privy) are independent third parties. Maestro does not provide, operate, or control any wallet service; your use of any wallet provider is subject to such provider's separate terms of service. Maestro (x) makes no representations or warranties regarding any wallet provider's security, functionality, or key recovery capabilities; (y) shall not have, and hereby disclaims, any responsibility and liability for wallet provider conduct, failures, or limitations; and (z) confirms that neither Maestro nor any integrated wallet provider maintains the ability to recover, reset, or access your private keys or wallet credentials.
6.4. User Data
You understand, acknowledge, and agree that: (a) except as expressly set forth in any applicable Vault Agreement or Transaction Document, Maestro is not a direct or indirect party to any actual or proposed treasury management, yield optimization, lending, borrowing, staking, liquidity provision, custodial, or other DeFi transaction documented in whole or in part by any Transaction Document to which You are a party; (b) Maestro is not and shall not be responsible for the content, or use of any information, data, or materials provided, or otherwise made available through the Maestro Treasury Platform, by any User, or Authorized User (collectively, "End User Data"); and (c) Maestro is not and shall not be responsible for the accuracy, nature, content or completeness of information obtained by You from or through the Maestro Treasury Platform (including, without limitation, any End User Data or on-chain data). EACH USER IS SOLELY RESPONSIBLE FOR THE END USER DATA IT PROVIDES TO THE MAESTRO TREASURY PLATFORM, AND MAESTRO SHALL NOT HAVE, AND HEREBY DISCLAIMS, ANY RESPONSIBILITY AND LIABILITY TO YOU OR ANY THIRD PARTY AS A RESULT OF OR IN CONNECTION WITH: (I) THE ACCURACY, QUALITY, LEGALITY, INTEGRITY, AND APPROPRIATENESS OF ANY END USER DATA PROVIDED TO YOU OR ANY OTHER USER, AUTHORIZED USER, TRANSACTION PARTICIPANT, OR THIRD PARTY ON, THROUGH OR IN CONNECTION WITH THE MAESTRO TREASURY PLATFORM; AND (II) YOUR DECISION TO CONTRACT OR OTHERWISE ENGAGE IN ANY TREASURY MANAGEMENT, YIELD OPTIMIZATION, LENDING, BORROWING, STAKING, LIQUIDITY PROVISION, CUSTODIAL, OR SIMILAR TRANSACTION (INCLUDING ANY TRANSACTION CONTEMPLATED BY A TRANSACTION DOCUMENT) WITH ANY USER, AUTHORIZED USER, TRANSACTION PARTICIPANT, OR OTHER THIRD PARTY.
6.5. Data Loss and Downtime
The Maestro Treasury Platform should only be used as a conduit for information, not as primary information storage, and Your access to and use of the Maestro Treasury Platform does not replace the need for You to maintain regular data backups or redundant data archives, and Maestro does not guarantee that any data, including Your Data or any End User Data, will always be available. MAESTRO: (I) MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE AVAILABILITY OF ANY DATA IN CONNECTION WITH THE USE OF THE MAESTRO TREASURY PLATFORM; AND (II) HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF YOUR DATA OR END USER DATA. MAESTRO SHALL NOT BE LIABLE OR RESPONSIBLE TO YOU FOR ANY INCONVENIENCE, LOSSES OR ANY OTHER DAMAGES AS A RESULT OF DOWNTIME, INCLUDING, WITHOUT LIMITATION, YOUR INABILITY TO ACCESS THE PLATFORM, AS A RESULT OF SUCH DOWNTIME. YOU HEREBY WAIVE ANY CLAIM AGAINST MAESTRO IN CONNECTION WITH DOWNTIME.
Indemnification
You shall defend, indemnify, and hold harmless Maestro and our officers, directors, managers, members, shareholders, employees, agents, representatives, successors, and permitted assigns from any and all losses, liabilities, damages (including attorneys' fees), causes of action, or any other claims by any third party regarding: (a) any actual or alleged violation of any applicable law, regulation, or third party agreement, or any actual or alleged violation, infringement, or misappropriation of any third party proprietary right, arising out of or related to Your Data (including, without limitation, as a result of Your posting, and/or the use by any party of, any of Your Data on or through the Maestro Treasury Platform for access or use by other Users, or Authorized Users); (b) any actual or alleged unauthorized or illegal use or operation of the Maestro Treasury Platform, or other violation of applicable law, by You or any Authorized User; (c) any actual or alleged breach of this Agreement by You or any Authorized User; (d) any claim arising from or relating to any Transaction Document to which You are a party, including any dispute between You and another User or Third Party Services provider; or (e) any claim arising from or relating to your use of any bridge service, bridge operator conduct or failures, bridge transaction losses, bridge smart-contract vulnerabilities, or any other matter connected to bridge operations or digital asset bridging.
Limitation of Liability
8.1. TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAWS, IN NO EVENT SHALL MAESTRO BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT AND/OR IN ANY WAY RELATING TO THE MAESTRO TREASURY PLATFORM, UNDER ANY LEGAL OR EQUITABLE THEORY OR CAUSE OF ACTION, INCLUDING BREACH OF WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), AND STRICT LIABILITY, FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, OR DAMAGE TO REPUTATION, IN EACH CASE REGARDLESS OF WHETHER MAESTRO WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
8.2. TO THE GREATEST EXTENT NOT PROHIBITED UNDER APPLICABLE LAWS, IN NO EVENT SHALL MAESTRO'S TOTAL LIABILITY IN CONNECTION WITH THIS AGREEMENT AND/OR IN ANY WAY RELATING TO THE MAESTRO TREASURY PLATFORM, WHETHER ARISING OUT OF OR RELATED TO BREACH OF WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100) AND (B) THE TOTAL AMOUNTS PAID TO MAESTRO PURSUANT TO THIS AGREEMENT IN THE ONE (1) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO MAESTRO'S LIABILITY AND THE RELATED CLAIM AND CAUSE OF ACTION.
8.3. SOME JURISDICTIONS FURTHER DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO THE EXTENT NOT PERMITTED UNDER APPLICABLE LAW.
Term, Termination, and Suspension
9.1. Term
This Agreement shall commence upon the Effective Date and, unless terminated earlier in accordance with this Agreement, will remain in effect so long as You are using the Maestro Treasury Platform (the "Term").
9.2. Suspension or Termination of Access to the Maestro Treasury Platform
Maestro may, directly or indirectly, suspend, terminate, or otherwise deny Your access to or use of all or any part of the Maestro Treasury Platform, without incurring any resulting obligation or liability, if: (a) Maestro receives a judicial, regulatory, or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Maestro to do so; (b) Maestro believes, in its discretion, that: (i) You or any Authorized User have failed to comply with this Agreement in any manner, or have accessed or used the Maestro Treasury Platform beyond the scope of the rights granted or for a purpose not authorized under this Agreement; or (ii) You or any Authorized User have been, or are likely to be, involved in any fraudulent, misleading, or unlawful activities relating to or in connection with the Maestro Treasury Platform; (c) You fail to pay any fees owed to Maestro when due in accordance with this Agreement; or (d) Maestro determines, in its reasonable discretion, that You or any Authorized User: (i) no longer meet the eligibility criteria specified in any Vault-Specific Terms; (ii) have violated any vault-specific conduct or eligibility requirement; (iii) have transferred or attempted to transfer vault share tokens in violation of applicable transfer restrictions; (iv) have circumvented any whitelist, soulbound, or transfer-gating mechanism; or (v) have misrepresented Your eligibility, accreditation, residency, or other eligibility status in connection with vault access. This Section 9.2 does not limit any of Maestro's other rights or remedies, whether at law, in equity, or under this Agreement.
9.3. Effect of Termination
Upon termination or expiration of this Agreement: (i) You shall immediately cease all use of Maestro IP and immediately pay any fees accrued through the effective date thereof; and (ii) each Party shall delete, purge and destroy all Confidential Information of the other Party from its information technology systems and otherwise in its possession or control in connection therewith; provided that notwithstanding anything to the contrary set forth herein, following any termination or expiration of this Agreement, Maestro may retain Your Data to the extent necessary to comply with applicable law, prevent fraud, resolve disputes, troubleshoot problems, assist with an investigation, enforce Maestro's rights under its agreements with You, and/or for backup, audit or regulatory purposes, in each case, subject to continued compliance with Section 4 for so long as retained in accordance herewith.
9.4. Survival
Notwithstanding the termination or expiration of this Agreement, any provision which, by its nature, is intended to survive shall survive such termination or expiration, including, but not limited to, Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12.
Dispute Resolution by Binding Arbitration
10.1. YOU AGREE THAT YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN THIS SECTION 10.
10.2. Election to Arbitrate
You and Maestro agree that the sole and exclusive forum and remedy for resolution of a Claim shall be final and binding arbitration pursuant to this Section 10 (the "Arbitration Provision"), unless You opt out as provided in Section 10.3 below (the "Opt-Out of Arbitration Provision"). As used in this Arbitration Provision, "Claim" shall include any past, present, or future claim, dispute, or controversy involving You (or persons claiming through or connected with You, including any Authorized User acting on Your behalf), on the one hand, and us on the other hand, relating to or arising out of this Agreement, or the activities or relationships that involve, lead to, or result from this Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counterclaims, cross-claims, third party claims, or otherwise.
10.3. Opt-Out of Arbitration Provision
You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to support@gomaestro.org, within sixty (60) days of the date of Your electronic acceptance of the terms of this Agreement. The opt out notice must clearly state that You are rejecting arbitration; identify the agreement to which it applies by date; provide Your name (or entity name), address, and taxpayer identification number or equivalent identifier; and be signed by You or Your authorized representative.
10.4. Informal Dispute Resolution
If a Claim arises, our goal is to learn about and address Your concerns and, if we are unable to do so to Your satisfaction, to provide You with a neutral and cost-effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, You shall submit Claims by sending an email to support@gomaestro.org.
10.5. Arbitration Provisions
The party initiating arbitration shall do so with the American Arbitration Association (the "AAA") or Judicial Alternatives and Mediation Services ("JAMS") (each, an "administrator"). The arbitration shall be conducted according to the rules and policies of the administrator selected. The arbitration will be held in Austin, Texas or such other location mutually agreed by the parties.
10.6. Arbitration Fees
If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If You elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or as required by applicable law consistent with the FAA if contrary to the administrator's rules.
10.7. No Class Actions
NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction.
10.8. Judicial Forum for Claims; WAIVER OF JURY TRIAL
Except as otherwise required by applicable law, in the event that this Arbitration Provision is found not to apply to You or Your Claim, You and Maestro agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of the State of Texas. Both You and Maestro consent to venue and personal jurisdiction in the State of Texas. TO THE EXTENT THIS PARAGRAPH APPLIES, YOU AND WE BOTH AGREE TO WAIVE YOUR AND OUR RESPECTIVE RIGHT TO A JURY TRIAL.
Miscellaneous
11.1. Entire Agreement
This Agreement constitutes the sole and entire agreement of the Parties to this Agreement with respect to the general terms governing Your access to and use of the Maestro Treasury Platform, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. For the avoidance of doubt:
(a) Vault-Specific Terms: Any Vault-Specific Terms associated with a particular vault, yield strategy, or other on-chain mechanism shall control all matters specific to that vault and shall be deemed incorporated into this Agreement with respect to Your access to and participation in that vault. To the extent that Vault-Specific Terms conflict with the general terms of this Agreement, the Vault-Specific Terms shall prevail with respect to vault-specific matters (including eligibility, KYC requirements, transfer restrictions, fees, and compliance obligations).
(b) Transaction Documents: Any Transaction Document between You and third parties is not superseded by this Agreement and shall continue to govern Your transactions with such third parties; however, they do not amend or modify this Agreement without the prior written consent of Maestro.
(c) Vault-Specific Terms and Transaction Documents: For the avoidance of doubt, Vault-Specific Terms (as defined in Section 1.2.1) are separate binding agreements incorporated by reference into this Agreement with respect to vault-specific matters. Vault-Specific Terms are not "Transaction Documents" as defined in Section 1.2. To the extent of any conflict between Vault-Specific Terms and the general terms of this Agreement, the Vault-Specific Terms control for vault access, eligibility, transfer restrictions, fees, and compliance obligations, as set forth in Section 1.2.1.
11.2. Governing Law
Except for Section 10 which is governed by the FAA, this Agreement is governed by, and any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved in accordance with, the laws of the State of Texas, regardless of any choice of law principles.
11.3. Assignment
This Agreement may not be assigned or otherwise transferred by You, in whole or in part, by operation of law or otherwise, without the prior written consent of Maestro, and any attempted assignment or transfer without such consent shall be null and void. Maestro may assign this Agreement in connection with the sale of all or substantially all of its assets, merger, sale of equity or similar transaction, or other change in control. This Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
11.4. No Waiver
No waiver by any Party of any term or provision in this Agreement is effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise or delay in exercising any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, and no single or partial exercise of any right, remedy, power, or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
11.5. Severability
Every provision of this Agreement shall, to the extent possible, be construed so as to be valid and enforceable. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement, or invalidate or render unenforceable such term or provision in any other jurisdiction.
11.6. Notice
Notices from one Party to any other Party must be written, in the English language, and reasonably detailed. Notices shall be effective on the date on which the notice is delivered to the notified Party's authorized email address or as published by Maestro on or through the Maestro Treasury Platform.
No Fiduciary Duties
The Maestro Treasury Platform does not take custody of your digital assets by default. Custody arrangements vary by vault and strategy: asset control may pass temporarily to smart contracts, solver networks, bridge operators, or collateral arrangements. The custody model applicable to each vault is described in the applicable Vault Agreements (as defined in Section 1.2.1) and any applicable Transaction Documents, which you should review before depositing assets. You are solely responsible for safeguarding your cryptographic private keys for your digital asset wallets and should not share your wallet credentials or seed phrase with any unauthorized party. You may connect to the Maestro Treasury Platform through your own external wallet or through optional third-party wallet service providers such as Privy. We do not assume any responsibility for or liability to you in connection with your use of any wallet, whether provided by a third party or managed independently, and make no representations or warranties regarding how our platform will operate with any specific wallet. Neither Maestro nor any integrated wallet service provider can recover, reset, or restore your private keys or access credentials. Permanent loss of your credentials will result in permanent loss of access to your digital assets. Any associated wallet is your sole responsibility, and we are not liable for any actions or omissions by you resulting from a compromised wallet. This Agreement does not create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated.
Prohibited Activities
Jurisdictional Restrictions
Use of the Maestro Treasury Platform is strictly prohibited for any individuals, entities, or wallet addresses that are located in, incorporated in, or otherwise affiliated with jurisdictions subject to economic sanctions or identified as high risk under global AML/CFT frameworks. This includes, but is not limited to: Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk regions of Ukraine, and any jurisdictions designated by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, or the United Nations as subject to trade or financial restrictions. Maestro may restrict access to users from additional jurisdictions at its discretion, or as required by changes in applicable law or regulatory guidance.
Prohibited Activities — Illegal or Regulated Activities
- Participation in or facilitation of pyramid, Ponzi, or other deceptive financial schemes
- Use of crypto assets to obfuscate proceeds from illegal activities or for money laundering
- Facilitating transactions on behalf of undisclosed third parties
- Any activity that violates applicable securities, commodities, or financial services laws
Prohibited Activities — Platform Misuse and Identity Fraud
- Misrepresenting your identity, ownership structure, source of funds, or nature of business
- Using Maestro Treasury Platform products or branding without written permission
- Impersonating Maestro or suggesting false partnerships, sponsorships, or endorsements
- Attempting to manipulate vault share prices, exploit smart-contract vulnerabilities, or engage in market manipulation
Prohibited Activities — Crypto-Specific Risks and Restrictions
- Engaging in mixing, tumbling, or other privacy-preserving services designed to obfuscate asset origin
- Interaction with sanctioned wallets or smart contracts, including those on OFAC's SDN list
- Circumventing network-level controls, such as jurisdictional restrictions or risk-based transaction limits
Prohibited Activities — Vault-Specific Eligibility Violations
- Transferring or attempting to transfer vault share tokens to a recipient who does not meet the eligibility criteria specified in the applicable Vault-Specific Terms
- Circumventing whitelist, soulbound, or transfer-restriction mechanisms through smart-contract interactions, token bridges, wrapper contracts, or other technical means
- Misrepresenting your eligibility status, accreditation status, residency, or other eligibility criteria in connection with vault access or share token receipt
- Attempting to access a vault after Your eligibility has changed or been revoked, except as permitted by the applicable Vault-Specific Terms
- Holding or controlling vault share tokens on behalf of a non-eligible third party, whether disclosed or undisclosed
- Attempting to circumvent KYC requirements through the use of intermediaries, nominees, or related entities
Violation of any vault-specific eligibility requirement may result in revocation of access to that vault, forced divestment of share tokens, or suspension of Your access to the Maestro Treasury Platform, as determined by Maestro or the applicable vault curator in its sole discretion.
Restricted Activities (Enhanced Due Diligence)
Businesses or individuals engaged in the following may require enhanced onboarding and approval: financial services providers (e.g., crypto exchanges, broker-dealers, money service businesses); DAOs, on-chain investment clubs, or pooled funds; and any entity acting as a fiduciary or investment manager on behalf of third parties.
Changes to Prohibited Use
Maestro reserves the right to update this list at any time based on changes in regulatory guidance, blockchain analytics, or internal risk assessments. Your continued use of the Maestro Treasury Platform constitutes acceptance of the most current version of this policy.
Risk Disclosure Statement
This Risk Disclosure Statement provides you with information about some of the key risks associated with use of the Maestro Treasury Platform and related services. The information set out in this Risk Disclosure Statement is not comprehensive and does not reflect all of the risks or factors you need to consider before using the Platform. You must make your own independent decision to access or use the Platform, and should seek any independent advice that you consider necessary or desirable.
The Maestro Treasury Platform provides technology infrastructure only.
The Maestro Treasury Platform is a software interface that provides access to decentralized finance vaults, yield strategies, and protocols. Maestro does not take custody of digital assets by default; custody arrangements vary by vault and are described in the applicable Vault Agreements and any applicable Transaction Documents. Maestro does not provide financial, investment, legal, or tax advice, and does not operate as a broker, dealer, exchange, or financial institution. Nothing on the Platform should be construed as a solicitation, recommendation, or offer to acquire or dispose of any digital asset, security, commodity, or investment of any kind.
Data sourcing: on-chain and off-chain sources.
The Maestro Treasury Platform displays portfolio and yield data derived from both on-chain and off-chain sources. All yield generation occurs through on-chain strategies executed on public blockchain networks. Historical yield metrics, TVL figures, and user earnings data are calculated and displayed based on on-chain transaction records and data obtained from third-party aggregators. The accuracy and timeliness of displayed metrics depends on the underlying data availability, blockchain confirmation status, and third-party data provider reliability. You acknowledge that on-chain data is immutable once recorded but may be incomplete, delayed, or subject to data provider interpretation.
Vault smart contracts carry inherent risks.
Vaults accessed through the Platform operate via smart contracts deployed on public blockchain networks. Smart contracts may contain bugs, vulnerabilities, or design flaws that could result in loss of deposited assets. Even audited smart contracts may have undiscovered vulnerabilities. Maestro does not guarantee the security, correctness, or absence of vulnerabilities in any vault smart contract, including contracts deployed by Maestro as a technology provider.
Yield is variable and not guaranteed.
The Platform may display backward-looking yield metrics, including trailing 7-day annualized percentage yields (APY). These figures reflect historical performance and are not indicative of future results. Actual yields may vary significantly due to market conditions, protocol changes, liquidity fluctuations, and other factors. Yields may decrease to zero or become negative in adverse conditions. Maestro does not guarantee any minimum yield or return on deposited assets.
Lock-up periods and withdrawal delays may apply.
Certain vaults may impose lock-up periods during which deposited assets cannot be withdrawn, or withdrawal delays during which withdrawal requests are queued. Some vaults may offer instant withdrawal at a fee or delayed withdrawal at no fee. In the event of a smart-contract exploit, network congestion, or emergency circuit-breaker activation, withdrawals may be delayed beyond the stated timeframe or temporarily suspended. Maestro and vault curators reserve the right to activate emergency pause mechanisms to protect deposited assets in the event of security threats, and such pauses may temporarily prevent deposits, withdrawals, or both. When a circuit breaker is activated at the vault or strategy level, pending withdrawal requests are queued and processed in order once the circuit breaker is lifted. The specific queue behavior, including whether pending requests may be cancelled or modified, is determined by the vault smart contract and applicable Vault-Specific Terms. The duration of the queue backlog depends on the volume of pending requests and the duration of the circuit breaker activation.
Digital asset bridging carries additional risks.
Converting between digital asset formats (e.g., BTC to wBTC) may involve third-party bridge services. The Platform currently integrates with Garden Finance protocol, among other bridge operators, and Maestro may add or remove bridge integrations at its discretion as described in Section 1.6. The specific bridge operator used for any transaction is identified in the Platform interface prior to transaction initiation. Even when bridges operate on trustless, intent-based mechanisms with auction pools and solver networks, bridge operations carry risks including bridge operator failure, solver network failures, smart-contract vulnerabilities, temporary asset illiquidity, custodial risk (where the bridge operator holds underlying assets), and permanent loss of assets. Maestro does not operate bridge infrastructure, does not control or supervise bridge operators, and is not responsible for losses arising from bridge service failures or smart-contract exploits.
Third-party vault curators and strategy providers operate independently.
Vault strategies accessed through the Platform may be managed by third-party curators or strategy providers who make allocation decisions independently of Maestro. Maestro does not control, direct, or supervise the investment decisions of vault curators. The performance, safety, and compliance of any vault strategy is the responsibility of the applicable curator or strategy provider. Strategy curators manage strategy-level circuit breakers and may activate pauses on strategy-level activity without notice. Curator-managed circuit breakers may be implemented off-chain and subject to curator response times. A curator's circuit breaker activation decision is not subject to review or appeal, and curators are not liable for financial losses resulting from circuit breaker activation or delayed activation.
Circuit breaker activation and asset freezing.
Both Maestro (at the vault level) and strategy curators (at the strategy level) may activate circuit breaker mechanisms to pause deposits, withdrawals, or both in response to security threats, market anomalies, or other risk factors. Once activated, a circuit breaker may remain in effect for an extended period. Withdrawal requests submitted during circuit breaker activation are queued and will not be processed until the circuit breaker is lifted. Depending on the vault design, deposits may or may not be blocked during circuit breaker activation. There is no guarantee that a circuit breaker will be lifted on any specific timeline, and users may be unable to access deposited assets for an indefinite period. Circuit breaker activation is within the sole discretion of Maestro (vault-level) and strategy curators (strategy-level), and neither party is liable for financial losses, opportunity costs, or other damages resulting from circuit breaker activation, extension, or delayed lifting.
Vault administrator risk.
Each vault may designate a vault administrator who controls critical functions including fund transfers, withdrawal processing, and yield reporting. Vault administrators operate independently of Maestro and may be individuals, entities, or decentralized governance structures. Vault administrator performance, competence, and trustworthiness vary by vault. A vault administrator may: (i) delay or refuse to process withdrawal requests; (ii) misallocate funds between vault and strategy; (iii) fail to report accurate yield; (iv) become unavailable or unresponsive; or (v) be replaced without notice. Maestro has no control over vault administrators and makes no representations regarding their qualifications, trustworthiness, or performance. You are solely responsible for evaluating the vault administrator before depositing assets.
Mezzamine vaults and framework risk.
Mezzamine is Maestro's proprietary vault infrastructure, consisting of smart-contract-based yield strategy vaults deployed by Maestro or designated vault curators. Current Mezzamine vaults operate using custom smart-contract implementations. Future Mezzamine products will adopt the ERC-4626 standardized vault framework, which provides a standard interface for tokenized yield-bearing vaults. Any migration from current implementations to ERC-4626 will be disclosed in advance through updated Vault-Specific Terms. Mezzamine vaults are subject to all risks applicable to smart contracts and DeFi protocols, including smart-contract bugs, framework changes, and curator decision-making. Vault strategy and operations are directed by the applicable curator or operator identified in the applicable Vault Agreements. Where a vault is curated by a third party, Maestro does not control that curator's investment decisions.
Code availability and open source status.
As of the Effective Date, the Maestro Treasury Platform code is not open source. Maestro intends to make certain components of the Platform open source following initial release, the timeline for which is subject to Maestro's discretion. Until such open source release occurs, You must rely on Maestro's published audit reports, security assessments, and code review summaries provided by third parties. The transition to open source does not diminish Maestro's disclaimers regarding vault security or performance, and open source availability does not constitute a guarantee of code correctness or absence of vulnerabilities.
Regulatory uncertainty.
The regulatory landscape for digital assets, DeFi protocols, and blockchain-based financial services is evolving rapidly and varies by jurisdiction. Changes in law or regulation may adversely affect the availability, functionality, or legality of the Platform or specific vaults in your jurisdiction. You are solely responsible for determining whether your use of the Platform complies with applicable laws.
No deposit insurance.
Digital assets deposited through the Maestro Treasury Platform are not insured by the Federal Deposit Insurance Corporation (FDIC), the Securities Investor Protection Corporation (SIPC), or any other governmental or quasi-governmental agency. There is no guarantee that deposited assets can be recovered in the event of a smart-contract exploit, protocol failure, or other loss event.