xOPAI Terms of Use

Key defined terms

• "Issuer" or "Paimon" — PAIMON LIMITED, a BVI Business Company (Co. No. 2159198) with registered office at Keyway Chambers, 3rd Fl, Quastisky Bldg, Road Town, Tortola, British Virgin Islands.
• "xOPAI" or "Token" — the synthetic exposure financial instrument issued by the Issuer, structured as Swiss-law ledger-based securities (Registerwertrechte under Art. 973d ff. CO) and represented on BNB Smart Chain as BEP-20 tokens, providing economic exposure to the Reference Valuation.
• "OpenAI" or "Reference Entity" — OpenAI Inc. and OpenAI Global LLC (collectively), as the reference entities whose valuation forms the basis of the Reference Valuation. The Reference Entity is not a party to these Terms and has not endorsed xOPAI.
• "Reference Valuation" — the valuation of OpenAI as determined by the Issuer in good faith using available market data, primary funding round valuations, secondary market clearing prices, tender offer prices, and other inputs as set out in the Product Specification.
• "Holder" or "You" — any person who acquires, holds, or transfers xOPAI.
• "U.S. person" — as defined in Rule 902(k) of Regulation S under the U.S. Securities Act of 1933, as amended.
• "Restricted Jurisdiction" — the United States, jurisdictions on the OFAC sanctions list, and any other jurisdiction specified by the Issuer.

Continuing nature

Each representation is given on the date you acquire xOPAI and on each subsequent date you hold xOPAI. If any representation becomes untrue, you must immediately notify the Issuer at support@paimon.finance.

4.1 Reference Valuation methodology

The Reference Valuation methodology is set out in the Product Specification. The Issuer may update the methodology to reflect changes in available market data, OpenAI's corporate structure, or other relevant factors. Material updates to the methodology will be communicated to Holders.

4.2 No ordinary redemption right

xOPAI is not redeemable on an ordinary basis. The Issuer may, in its discretion, open redemption windows from time to time, on terms communicated to Holders at the time. There is no token-level on-demand liquidity, no daily or periodic redemption window, and no standing repurchase offer.

4.3 Discretionary redemption windows and corporate event response

In response to a material OpenAI corporate event (such as a public offering, recapitalization, M&A event, or other structural event), the Issuer may open a redemption window or otherwise modify the product. Possible responses include:

• Opening a stablecoin (USDC or equivalent) redemption window at the Reference Valuation.
• Working with licensed tokenized-stock platforms (e.g. Ondo, xStocks, or others) to provide conversion paths into tokenized post-event OpenAI exposure.
• Continuing xOPAI as a synthetic tracking instrument.
• Exercising the Issuer Call Option (see Section 4.4).

4.4 Issuer call option

If a Termination Event occurs (including without limitation: cessation of a major service provider; material technological or operational risk; market distress; regulatory order; OpenAI public disavowal; or programme wind-down), the Issuer may terminate all outstanding xOPAI at a Termination Date of its choice, with at least 30 Business Days' prior notice. Termination amount may be materially lower than the issue price or the most recent Reference Valuation.

4.5 No fixed maturity

xOPAI does not have a fixed maturity date but is subject to long-stop term in line with the Issuer's product wind-down terms as set out in the Product Specification.

5.1 Investment risk

• Total loss is possible. The value of xOPAI may decrease to zero.
• Synthetic exposure risk. xOPAI tracks the Reference Valuation, which is based on the Issuer's good-faith assessment. The Reference Valuation may not reflect OpenAI's actual fair value.
• Reference Valuation uncertainty. The Reference Valuation methodology may change over time.

5.2 Issuer credit risk

• xOPAI is a contractual claim against the Issuer. You bear the risk of Issuer insolvency, mismanagement, or operational failure.
• Limited recourse. Your claim is strictly limited to the Limited Recourse Pool attributable to xOPAI.

5.3 OpenAI-specific risk

• OpenAI may publicly disavow xOPAI. While Paimon has explicitly framed xOPAI as synthetic exposure (materially different from products that have faced disavowal such as Robinhood EU's tokens), the Issuer cannot rule out future statements or actions by OpenAI.
• OpenAI corporate events. OpenAI restructuring, capital events, leadership changes, regulatory action against OpenAI, or operational issues at OpenAI may adversely affect the Reference Valuation.
• OpenAI is not party to these Terms. OpenAI has no obligations to xOPAI holders.

5.4 Regulatory and legal risk

• Synthetic exposure to private companies operates in a developing regulatory landscape. Future laws or enforcement actions may adversely affect the issuance, holding, transfer, or redemption of xOPAI.
• xOPAI may be characterized differently in different jurisdictions, with different regulatory implications.
• Tax treatment is uncertain. You are solely responsible for determining the tax consequences.

5.5 Technology and operational risk

• Blockchain risk. xOPAI is on BNB Smart Chain. Smart-contract bugs, chain reorganizations, validator failures, MEV exposure, and protocol-level forks all apply.
• Wallet and key custody risk. Loss, theft, hacking, or compromise of your wallet results in irreversible loss.
• DEX and venue risk. Trading on PancakeSwap or other venues exposes you to smart-contract risk and exploit risk.

5.6 Liquidity risk

• Secondary market liquidity may be thin, intermittent, or absent.
• The Issuer does not commit to make a market, maintain a price floor, or provide liquidity.

6.1 Restrictions on transfer

You may not transfer xOPAI to any person who:

• Is a U.S. person, is located in the United States, or is acting for the account or benefit of a U.S. person.
• Is located in, organized in, or a resident of any Restricted Jurisdiction.
• Has not represented and warranted, on a continuing basis, the eligibility representations required of Holders.
• Is included on any sanctions list maintained by OFAC, the UN, the EU, the UK, Switzerland, or any other relevant authority.

6.2 Deemed representations on transfer

By acquiring xOPAI in a secondary transaction, you are deemed to make the eligibility representations in Section 2.

6.3 Sanctions and AML

You authorize the Issuer and its service providers to conduct ongoing screening of your wallet and identity against applicable sanctions lists, PEP databases, and adverse media databases. The Issuer may freeze, restrict, refuse, reverse, or claw back xOPAI positions or transactions where required by applicable law.

7.1 No warranties

XOPAI, THE PAIMON PLATFORM, THE PAIMON WEBSITE, ANY DOCUMENTATION, THE SMART CONTRACTS, THE API, AND ALL RELATED SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ISSUER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF INFORMATION, UNINTERRUPTED OPERATION, ERROR-FREE PERFORMANCE, SECURITY, OR COMPATIBILITY.

7.2 No advice

Nothing in any Paimon documentation, the Paimon website, Paimon social media, or any related communication constitutes legal, tax, financial, accounting, regulatory, or investment advice. You are solely responsible for your own decision.

7.3 No OpenAI association

PAIMON DOES NOT REPRESENT THAT IT HAS ANY RELATIONSHIP WITH, PARTNERSHIP WITH, ENDORSEMENT FROM, OR AUTHORIZATION BY OPENAI. OPENAI IS NOT ASSOCIATED WITH, HAS NOT ENDORSED, AND HAS NOT AUTHORIZED PAIMON, XOPAI, OR ANY RELATED PAIMON PRODUCT. REFERENCES TO OPENAI IN XOPAI PRODUCT MATERIALS USE THE OPENAI NAME DESCRIPTIVELY TO IDENTIFY THE REFERENCE VALUATION ONLY, AND NOT AS A TRADEMARK LICENSE OR ENDORSEMENT.

7.4 Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE ISSUER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, ADVISORS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR:

• Any indirect, incidental, special, consequential, punitive, or exemplary damages.
• Any loss of profit, opportunity, revenue, business, data, goodwill, or anticipated savings.
• Any loss arising from changes in the Reference Valuation or in OpenAI's value.
• Any loss arising from OpenAI corporate events, OpenAI disavowal, or other OpenAI actions.
• Any loss arising from delayed, failed, suspended, or modified redemption.
• Any loss arising from blockchain operation, smart-contract bugs, wallet compromise, third-party platform actions, or DEX-related risk.
• Any loss arising from regulatory action or governmental orders.

To the maximum extent permitted by applicable law, the aggregate liability of the Issuer to any Holder shall not exceed the amount actually paid by such Holder to the Issuer for the xOPAI directly held by them at the time the claim arises.

7.5 Indemnification

You agree to indemnify, defend, and hold harmless the Issuer and its directors, officers, employees, affiliates, agents, contractors, advisors, licensors, and service providers from and against any claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of: (a) your breach of these Terms; (b) your breach of any representation, warranty, or undertaking; (c) your acquisition, holding, transfer, or disposition of xOPAI in violation of applicable law or these Terms; (d) your tax obligations; or (e) any third-party claim arising from your conduct.

8.1 Limited recourse

Any amount payable by the Issuer in respect of xOPAI is limited to the lesser of (a) the amount otherwise payable and (b) the amount actually received or recovered by the Issuer in respect of the Limited Recourse Pool attributable to xOPAI. All payments are satisfied solely by recourse to such Limited Recourse Pool. If the amount due exceeds the Limited Recourse Pool, the right of any Holder to claim the excess is extinguished.

8.2 Non-petition

To the maximum extent permitted by applicable law, no Holder is entitled, by reason only of any claim in respect of xOPAI, to institute against or join any other person in instituting against the Issuer any bankruptcy, winding-up, reorganisation, arrangement, insolvency, liquidation, or analogous proceeding, for so long as any xOPAI remains outstanding or until one year and one day has elapsed since the last day on which any xOPAI remained outstanding.

8.3 No further recourse

No Holder has any recourse, by reason only of holding xOPAI, to (a) any asset of the Issuer other than the relevant Limited Recourse Pool, (b) any director, officer, employee, or Affiliate of the Issuer, or (c) OpenAI or any other person.

8.4 No set-off

No Holder is entitled to set off or net any claim in respect of xOPAI against any claim or obligation that the Issuer may have or assert against that Holder.

8.5 Subordination

Claims of Holders in respect of xOPAI are contractually subordinated such that they may only be satisfied after the full and final discharge of all present and future unsubordinated creditors of the Issuer, in each case to the maximum extent permitted by applicable law.

9.1 Governing law

These Terms, the product terms of xOPAI, the Token-Holder relationship, and the Token/Register mechanics are governed by the substantive laws of Switzerland, excluding conflict-of-laws principles and the UN Convention on Contracts for the International Sale of Goods. Matters of Issuer corporate authority and capacity may be governed by the laws of the British Virgin Islands.

9.2 Mandatory mediation

Any dispute, controversy, or claim arising out of or in relation to these Terms, xOPAI, or any related matter (a "Dispute") shall first be submitted to good-faith mediation. The parties shall attempt to resolve the Dispute through mediation administered by the Swiss Arbitration Centre or another mutually-acceptable mediator, for a period of not less than thirty (30) days from written notice of the Dispute, before commencing arbitration.

9.3 Binding arbitration

If mediation does not resolve the Dispute within thirty (30) days, the Dispute shall be finally resolved by binding arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date the Notice of Arbitration is submitted. The seat of arbitration shall be Zurich, Switzerland. The number of arbitrators shall be one, unless the amount in dispute exceeds USD 5,000,000, in which case three arbitrators shall be appointed. The arbitral proceedings shall be conducted in English. The arbitral award shall be final and binding.

9.4 Class action waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE ISSUER EACH AGREE THAT ANY DISPUTE WILL BE BROUGHT IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, MASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.

9.5 Jury trial waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE ISSUER WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS, XOPAI, OR ANY RELATED MATTER.

9.6 Time limit

Any Dispute must be commenced within one (1) year after the cause of action arises.

10.1 Reference Valuation publication

The Issuer may, from time to time, publish a Reference Valuation indication through the official Paimon website, the relevant token portal, or other designated channel. Any published Reference Valuation is informational only, is the Issuer's good-faith determination based on available market data and OpenAI primary / secondary market indications as available, is not OpenAI's audited fair value (which is private), and may differ materially from the price at which xOPAI trades on any secondary venue. No Reference Valuation publication creates a Holder redemption right or a standing repurchase price.

10.2 Methodology changes

The Issuer may update the Reference Valuation methodology to reflect changes in available market data, OpenAI's corporate structure, regulatory developments, or other relevant factors. Material methodology updates will be communicated to Holders by the means described in Section 14.2 (Notices). The Issuer's methodology determinations are final.

10.3 No OpenAI information rights

No Holder of xOPAI has any right to receive information from OpenAI, from OpenAI's investors, from any secondary-market participant, or from any other person who may have material non-public information about OpenAI. The Issuer is not required to disclose information the disclosure of which would violate applicable law, confidentiality obligations, contractual restrictions, or legitimate operational-security requirements.

11.1 Holder tax responsibility

You are solely responsible for determining the tax treatment of acquiring, holding, transferring, receiving distributions on, redeeming, converting, and disposing of xOPAI under the laws of all jurisdictions to which you may be subject. The Issuer does not provide tax advice and makes no representation as to the tax classification of xOPAI in any jurisdiction.

11.2 Withholding and information reporting

The Issuer may be required to withhold taxes from distributions, to collect tax-related information (including FATCA / CRS self-certifications and tax-residency declarations), and to report Holder information to tax authorities. The Issuer may condition any distribution or redemption right on the provision of required tax documentation. Failure to provide documentation may result in withholding at higher rates, delayed or forfeited distributions, or other adverse tax consequences.

11.3 No tax gross-up

The Issuer is not obligated to gross up any distribution or payment to compensate for any tax burden, unless expressly required by applicable law.

12.1 Data collection

In connection with subscription, KYC, sanctions screening, ongoing eligibility verification, and other compliance procedures, the Issuer (directly or through service providers) collects personal information from Holders, including identity-verification data, jurisdiction information, wallet addresses, transaction history, source-of-funds documentation, and tax-residency information.

12.2 On-chain transparency

xOPAI is recorded on a public blockchain (BNB Smart Chain). Transaction history, wallet addresses, and token balances are publicly visible. You acknowledge that pseudonymous on-chain activity may be linkable to your real-world identity through chain analysis, your own disclosures, or third-party data sources. The Issuer is not responsible for the public visibility of on-chain data.

12.3 Information sharing

The Issuer may share Holder information with service providers acting on the Issuer's behalf, affiliates within the Paimon corporate group, governmental authorities and regulators as required by applicable law or regulatory request, and successors or assignees in connection with a sale or reorganization.

12.4 Retention

The Issuer retains Holder information for as long as required by applicable law and the Issuer's record-keeping policies, which may extend for several years beyond your last interaction with the product.

13.1 Temporary suspension

The Issuer may temporarily suspend subscription, redemption, conversion, transfer, or other functionality in respect of xOPAI in circumstances including: a material technology failure or smart-contract issue, a security breach or suspected exploit, a chain disruption, a sanctions screening match or law-enforcement freeze request, a regulatory order, an OpenAI corporate event causing material valuation uncertainty, or any other circumstance the Issuer reasonably determines requires suspension.

13.2 Notification of suspension

The Issuer will use commercially reasonable efforts to notify Holders of any suspension. Notifications may be delayed where required by law or regulatory request.

13.3 No liability for suspension

The Issuer is not liable for any losses, costs, or damages arising from a suspension undertaken in good faith and consistent with this Section 13.

14.1 Amendments

The Issuer may amend these Terms at any time by posting an updated version on the official Paimon website and providing reasonable notice to Holders. Your continued holding of xOPAI after the amendment date constitutes acceptance. If you do not accept, you must dispose of your holdings within the period specified.

14.2 Notices

Notices to Holders may be given by publication on the Paimon website, on-chain notification, social media (including @Paimon_Finance), or email. Notices to the Issuer must be sent to support@paimon.finance.

14.3 No partnership

Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between you and the Issuer, or between you and OpenAI.

14.4 Severability

If any provision is held to be unlawful, invalid, or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.

14.5 Entire agreement

These Terms, together with the Product Specification and the FAQ, constitute the entire agreement between you and the Issuer relating to xOPAI.

14.6 Assignment

The Issuer may assign these Terms or any of its rights and obligations to any affiliate, successor, or acquirer. You may not assign your rights without the Issuer's prior written consent, save by transfer of xOPAI itself.

14.7 Force majeure

The Issuer is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including: acts of God, war, terrorism, pandemic, government action, regulatory order, sanctions, network outage, smart-contract failure, blockchain disruption, or OpenAI corporate events.

14.8 Contact

PAIMON LIMITED

Keyway Chambers, 3rd Fl, Quastisky Bldg, Road Town, Tortola, British Virgin Islands

Email: support@paimon.finance

Web: paimon.finance

Twitter: @Paimon_Finance