Conditions d’utilisation

Volta90 - Terms of Use

Version: 1.2
Effective date: 2026-09-20

This file is the canonical source for the SHA-256 document hash shown at https://volta90.trade/legal and referenced in wallet acceptance messages.

These Terms of Use ("Terms") govern access to and use of the Volta90 website, application, documentation, and related interfaces (the "Interface"), and participation in the Volta90 vault (the "Protocol"). By using the Interface or the Protocol, you agree to these Terms.

The Interface is a frontend. It lets you read Protocol state and submit transactions that your wallet signs. The Ethereum smart contracts, including the Lagoon vault contracts, are the source of truth for balances, settlement, and fees. If the Interface and the contracts disagree, the contracts control.

1. Parties and Definitions

These Terms constitute a binding agreement between:

• Volta90, the team that operates the Interface and curates the Protocol ("Volta90", "we", "us", "our"), and
• the individual or entity accessing the Interface or using the Protocol ("Participant", "you", "your").

These Terms are entered into with the operators of Volta90 acting in that capacity. Volta90 may assign these Terms under Section 14.4, including to a company later formed to carry the product, and will publish notice of such an assignment under Section 2.5.

"Protocol" refers to the Volta90 discretionary multi-asset vault, accessible through smart contracts deployed on Ethereum mainnet and using Lagoon vault infrastructure (ERC-7540 asynchronous deposits and redemptions).

"VLT90" refers to the ERC-20 vault share issued on deposit settlement, representing a pro-rata claim on the Protocol's underlying assets.

"Underlying Asset" refers to USDC (USD Coin), the denomination of deposits and redemptions.

"Strategy" refers to the directional multi-asset book (equities, commodities, indices, ETFs, crypto, and cash or hedges) executed at the discretion of Volta90's managers, including through Hyperliquid, on-chain lending venues such as Morpho, and other venues disclosed in the Interface.

"Settlement Cycle" refers to the weekly processing window during which deposit and redeem requests are settled asynchronously at the NAV posted on-chain for that epoch.

"Whitelist" refers to the on-chain access control that restricts new deposits to approved wallet addresses.

"Vault Infrastructure" refers to third-party protocol software Volta90 does not own or operate, including Lagoon Finance vault contracts, Hyperliquid, Morpho, Ethereum, and related oracles or bridges.

"Signature" refers to the cryptographic signature (EIP-712 or personal_sign) by which you confirm acceptance of these Terms, recorded and stored by Volta90 with your wallet address, timestamp, Terms version, and document hash.

2. Acceptance of Terms

By signing a message referencing these Terms with your Ethereum-compatible wallet, or by otherwise using the Interface after notice of these Terms, you acknowledge that:

1. You have read, understood, and agree to be bound by these Terms in their entirety.
2. Your cryptographic Signature constitutes valid, binding consent equivalent to a handwritten signature under applicable electronic signature laws.
3. Volta90 will store a record of your Signature, the signing wallet address, the timestamp, and the document hash to which you consented.
4. You will not be permitted to deposit into the Protocol without first providing a valid Signature for the current Terms version.
5. These Terms may be updated from time to time. Material changes will be communicated via the Volta90 website or documentation. Continued use after notice, or a new Signature when required, constitutes acceptance of the revised Terms.

3. Eligibility and Access Restrictions

3.1 Invite-Only Deposits

New deposits are invitation-only. Whitelisting a wallet does not create any obligation on Volta90 to keep that access, accept further deposits, or maintain the Interface.

3.2 Restricted Persons

You represent and warrant that you are NOT:

a. A citizen, resident, or tax resident of the United States of America, its territories, or possessions ("US Person"), as broadly defined under Regulation S of the U.S. Securities Act of 1933.
b. A person or entity located in, incorporated in, or operating from any country or territory subject to comprehensive sanctions administered by the U.S. Office of Foreign Assets Control (OFAC), the European Union, the United Nations Security Council, or His Majesty's Treasury (United Kingdom). This includes, without limitation, as of the effective date: Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk regions of Ukraine, and any other jurisdiction subject to comprehensive embargo.
c. A person or entity listed on, or owned or controlled by a person listed on, any applicable sanctions list, including the OFAC Specially Designated Nationals (SDN) List, the EU Consolidated Financial Sanctions List, or equivalent.
d. A person acting on behalf of, or for the benefit of, any Restricted Person described above.

3.3 No KYC - Participant Responsibility

Volta90 does not operate a formal Know Your Customer (KYC) or identity verification programme as a condition of using the Interface. Whitelist access is granted at Volta90's discretion and Volta90 may ask an applicant for information before granting it. Volta90 may introduce verification or wallet screening later, or where law or a counterparty requires it. You are solely responsible for ensuring that your use of the Interface and the Protocol complies with all applicable laws in your jurisdiction of residence, citizenship, and tax residency. Whitelist approval and your Signature are not a determination that your participation is lawful.

3.4 Removal from Whitelist

Volta90 may remove any wallet from the Whitelist at any time, with or without notice. Removal blocks new deposits. It does not block exit: a removed wallet may still submit a redeem request, and outstanding requests are processed at the next Settlement Cycle, subject to available liquidity and smart-contract rules.

4. Interface and Protocol Mechanics

4.1 The Interface

The Interface (including volta90.trade, the product app under /app, documentation, and related pages) is provided to help you view Protocol data and craft transactions. Volta90 does not custody your keys, does not execute transactions for you, and cannot reverse a signed on-chain transaction. You may also interact with the Protocol through third-party explorers, Lagoon surfaces, or other frontends. Those third-party terms apply in addition to these Terms. Volta90 is not responsible for any frontend it does not operate.

4.2 Deposits

Deposits are denominated in USDC on Ethereum. After a valid Signature and Whitelist approval, you approve the vault contract to transfer USDC, then submit a deposit request. Requests settle asynchronously at the next Settlement Cycle. There is no guaranteed instant mint.

4.3 VLT90 Shares

On settlement you receive VLT90 shares representing your pro-rata interest in NAV. VLT90 is an ERC-20 token in your wallet. Transferability is determined by the smart contracts. New deposits still require Whitelist access even if you receive shares by transfer. You are responsible for understanding token mechanics before depositing or accepting a transfer.

4.4 Redemptions

Redeem requests are submitted on-chain and processed asynchronously at the next Settlement Cycle. After settlement, USDC is claimable according to the vault contracts. Volta90 does not guarantee instant liquidity. Timing depends on unwinding positions, USDC reserves, and operational constraints. Volta90 will use commercially reasonable efforts to settle each weekly cycle and makes no commitment beyond the contract and the published cycle.

Volta90 may also run an interim settlement outside the weekly anchor, at its discretion and without obligation. Requests included in an interim settlement price at the NAV posted on-chain for that settlement.

4.5 NAV and Pricing

Off-chain marks (oracle snapshots, charts, Interface figures) are informational and may lag. The NAV posted on-chain at settlement determines the USDC value of deposits and redemptions for that epoch.

4.6 Transparency

Volta90 publishes allocations, performance, activity, and related figures in the Interface, on the blog, and through linked explorers. That information is for monitoring only. It may be late, incomplete, or wrong. It is not a warranty of composition, performance, or risk.

4.7 Vault Infrastructure and Venues

The Protocol is built on Vault Infrastructure. You acknowledge that:

a. Lagoon Finance, Hyperliquid, Morpho, Ethereum, USDC issuers, RPC providers, and similar systems are independent third parties. Volta90 uses them as technology and does not own, operate, control, audit, or maintain them.
b. Strategy marks and execution may depend on Hyperliquid and other venues. Volta90 does not control those venues.
c. No smart-contract system is free from risk. Volta90 makes no representation as to the security or continued operation of Vault Infrastructure.

5. Fee Structure

5.1 Current product fees

Unless the on-chain vault configuration says otherwise:

• Management fee: zero percent (0%).
• Performance fee: twenty percent (20%) of net new profits above a high-water mark. The high-water mark resets each calendar quarter (1 January, 1 April, 1 July, and 1 October UTC), applied at the first Monday settlement on or after each date.
• Exit fee: two percent (2%) on redemptions, as encoded in the vault.

Live contract parameters and the Interface disclose the fee fields in force. If this section and the contracts diverge, the contracts control settlement until updated Terms are published.

5.2 Exit fee rebate

The exit fee is taken on-chain at settlement. Separately from the contracts, Volta90 operates a product policy under which the exit fee is rebated to a Participant who held the redeemed shares for more than three (3) months. Holding period is measured from the settlement of the deposit that minted those shares to the settlement of the redemption, on a first-in first-out basis where a wallet holds shares minted at different dates. Where shares were received by transfer rather than minted on deposit, no holding period is credited for the period before the transfer.

This rebate is a discretionary policy, not a contractual entitlement, and it is not enforced by the smart contracts. It is paid in USDC out of Volta90's own share of fees, on a best-efforts basis after settlement. Volta90 may amend or withdraw the policy prospectively on notice under Section 5.4. Redemptions settled before that notice keep the policy in force at the time of the redeem request. A rebate that has been announced as due for a completed redemption will be honoured.

Exits before three months do not qualify: the exit fee accrues to Volta90.

5.3 Gas and third-party costs

Ethereum gas and any costs charged by wallets, bridges, or third-party frontends are yours.

5.4 Fee modifications

Volta90 may change fee parameters according to vault roles and contracts, with commercially reasonable notice on the website or documentation where practicable. If you do not accept a change, your recourse is to submit a redeem request before the change applies, subject to the Settlement Cycle.

6. Risk Disclosure

Participation involves substantial risk of loss, including total loss of deposited capital. You accept the following risks.

6.1 Trading risk and drawdowns

The Strategy uses discretionary directional exposure, which may include leverage on perpetual markets. Losses can be large and fast. Past performance is not a guide to future results.

Drawdowns, including large or repeated declines in NAV, are part of the Strategy. They are not by themselves negligence, mismanagement, or a breach of these Terms. Volta90 does not guarantee performance, a maximum drawdown, or preservation of capital. Your recourse if you are dissatisfied is to submit a redeem request under Section 4.4.

6.2 Smart contract risk

The Protocol relies on Ethereum contracts and Vault Infrastructure. Bugs, upgrades, or exploits can cause partial or total loss. Lagoon publishes audits of its own releases. Those audits do not cover every Volta90 deployment and do not guarantee the absence of vulnerabilities.

6.3 Counterparty and venue risk

You are exposed to Hyperliquid, Morpho, and other execution, lending, or custody venues used by the book, including operational, technical, and solvency risk. Volta90 does not control those systems.

6.4 Liquidity risk

Redemptions depend on unwinding positions and available USDC. In stressed markets, settlement can slip past the usual weekly cycle.

6.5 Regulatory risk

The status of vaults, digital assets, and perpetual markets varies by jurisdiction and can change. Regulatory action can impair the Protocol or your ability to use it.

6.6 Stablecoin risk

USDC depends on its issuer's reserves, solvency, and compliance. A de-peg or issuer failure can affect deposits and redemptions.

6.7 Network and operational risk

Ethereum, sequencers, RPCs, and bridges can congest, halt, or fail. That can delay or prevent access to funds.

6.8 Manager discretion

Trading, sizing, hedging, and risk limits are decided by Volta90's managers within published caps where those caps exist. The Strategy can change. There is no algorithmic guarantee.

6.9 Interface and key risk

You are responsible for your wallet, seed phrase, device, and phishing hygiene. Volta90 cannot recover lost keys or mis-sent transactions. Interface outages do not by themselves freeze on-chain balances, but they can block easy access until you use another frontend or interact with the contracts directly.

7. No Investment Advice - No Regulated Activity

7.1 Not a regulated product

Volta90 is not registered as an investment fund, collective investment scheme, or asset manager in any jurisdiction. VLT90 is not offered as a security, fund share, or unit of a regulated product.

7.2 No advisory relationship

Nothing on the Interface, in the documentation, or in any communication from Volta90 is investment, financial, tax, or legal advice. Consult your own advisors.

7.3 No fiduciary duty

Volta90 and its managers owe no fiduciary duty to Participants. The relationship is these Terms plus the smart-contract logic.

7.4 Taxes

You are solely responsible for determining, reporting, and paying any tax arising from your deposits, VLT90 holdings, redemptions, and any rebate received. Volta90 does not withhold tax, does not issue tax statements, and does not advise on tax treatment. On-chain records and the Interface are not tax documents.

8. Intellectual Property

Content, code, documentation, branding, and materials associated with the Interface are the property of Volta90 or its licensors. You receive no license beyond the limited right to use the Interface to interact with the Protocol as described here. Lagoon, Hyperliquid, and other marks belong to their owners.

9. Limitation of Liability

9.1 No warranty

The Interface and the Protocol are provided "AS IS" and "AS AVAILABLE", without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

9.2 Limitation

To the maximum extent permitted by law, Volta90, its operators, managers, contributors, agents, and service providers are not liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or digital assets, arising from your use of the Interface or the Protocol.

9.3 Maximum liability

In no event shall Volta90's aggregate liability to you exceed the amount of USDC you deposited into the Protocol during the twelve (12) months preceding the event giving rise to the claim.

9.4 Vault Infrastructure

To the maximum extent permitted by law, Volta90 is not liable for loss attributable to Vault Infrastructure, including Lagoon, Hyperliquid, Morpho, Ethereum, or USDC.

10. Indemnification

You agree to indemnify, defend, and hold harmless Volta90, its operators, managers, contributors, agents, and service providers from claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of:

a. Your breach of these Terms,
b. Your violation of any applicable law,
c. Your misrepresentation regarding eligibility,
d. Any tax liability from your participation,
e. Your use of a third-party frontend or wallet to access the Protocol.

11. Privacy and Data

11.1 On-chain data

Wallet addresses and Ethereum transaction history are public. Volta90 cannot restrict that data.

11.2 Off-chain data

Volta90 stores your wallet address, the full Signature record (the signed message, the signature itself, the timestamp, the Terms version, and the document hash), and your Whitelist status. This is stored securely and is not sold. It may be disclosed if required by law or to protect Volta90's legal interests.

11.3 Limited personal data

The Protocol is used with a wallet. If you email hello@volta90.trade or request access, you may provide additional contact details. Those are used only to respond to you.

11.4 Measurement, cookies, and the Privacy policy

The Interface uses first-party cookies for language and consent, and loads audience measurement only if you accept it. The Privacy policy and the Cookie policy describe what is collected, by whom, for how long, and how to exercise your rights. Those pages describe collection as it is actually operated. Where they and this Section 11 differ on current collection, those pages govern the description.

12. Term and Termination

12.1 Duration

These Terms remain in effect while you use the Interface, hold VLT90, or have a pending deposit or redeem request.

12.2 Voluntary exit

You may exit by submitting a redeem request. After settlement and claim of USDC, Protocol participation for that balance ends. Interface use remains subject to these Terms.

12.3 Shutdown

Volta90 may wind down the Protocol or discontinue the Interface. In a wind-down, Volta90 will use commercially reasonable efforts to close positions, convert to USDC, and distribute pro-rata balances within a reasonable time, subject to contracts and markets.

12.4 Survival

Sections 6, 7, 8, 9, 10, 11, and 13 survive termination.

13. Governing Law and Dispute Resolution

13.1 Governing law

These Terms are governed by the laws of Saint Vincent and the Grenadines, without regard to conflict-of-laws rules.

13.2 Arbitration

Any dispute arising out of these Terms shall be finally settled by binding arbitration under the rules of the International Chamber of Commerce (ICC). The seat is Kingstown, Saint Vincent and the Grenadines. The language is English. The award is final.

13.3 Waiver of class action

You agree to resolve disputes on an individual basis and waive any right to a class, collective, or representative proceeding.

14. Miscellaneous

14.1 Entire agreement

These Terms are the entire agreement between you and Volta90 regarding the Interface and the Protocol and supersede prior understandings on that subject.

14.2 Severability

If a provision is held invalid, the rest remains in force.

14.3 No waiver

Failure to enforce a provision is not a waiver.

14.4 Assignment

You may not assign these Terms. Volta90 may assign them without restriction.

14.5 Force majeure

Volta90 is not in breach of these Terms for any delay or failure caused by events beyond its reasonable control, including network congestion, chain halts or reorganisations, outages at RPC providers, venues, or hosting platforms, exploits of third-party protocols, regulatory action, and acts of war or natural disaster.

14.6 Language

These Terms are drafted in English. The English text of this canonical document is the only binding version and the only version covered by the document hash. Any translation published on the Interface is provided for convenience. If a translation and the English text differ, the English text controls.

14.7 Contact

Questions: hello@volta90.trade.

Signature acceptance

By cryptographically signing a message referencing this document's hash, you confirm that you have read, understood, and agree to these Terms of Use in their entirety.

The wallet message you sign includes the document version, the SHA-256 digest of this canonical Markdown file (UTF-8, exact bytes), and a timestamp. The digest and an example signing message are shown alongside these Terms on https://volta90.trade/legal.