Updated as of 22.04.2025

Preamble

These terms and conditions (the "Terms & Conditions" or "T&Cs") govern the access and utilisation of https://odyssey.ithacaprotocol.io/nogainnopain (the "Website") by each individual, entity, group, or association (collectively "User", "Users", "You") who views, interacts or otherwise uses or derives any benefit from the Interface (as defined below) or the Infrastructure (as defined below).

Without prejudice to the preceding paragraph, the User’s consent is manifested once the User ticks the box in the pop-up window which appears upon connecting its Wallet (as defined below), which reads: “By ticking this box, I confirm I have read, understood and accepted the Terms & Conditions of NoGainNoPain”.

Any modification to the Terms & Conditions shall be effective immediately after uploading the updated version on the Interface. The User’s continued use of the Interface shall constitute its acceptance of the current version of the Terms & Conditions. The User is advised to review the Terms & Conditions periodically to be aware of any changes to the Terms & Conditions.

Terms & Conditions

1. The Interface and Infrastructure

The Website provides access to an interface (the "Interface") that facilitates the Users' interaction and utilisation with a set of on-chain smart contracts (the "Infrastructure").

Users employ the Infrastructure, retaining complete ownership and custody of their cryptographic assets and the private keys associated with their blockchain-based digital wallets. Users bear sole responsibility for securely overseeing their private keys and verifying all transactions. Given that the Infrastructure provided via the Interface operates on decentralised external networks, there exists no capability to annul, reverse, or reinstate any transactions.

The Infrastructure makes interaction methods available whereby the User can independently perform on-chain transactions. Such interaction methods may include accessing functionalities for Users to self-authorise crypto-asset transfers and self-mint crypto-assets on relevant blockchains. When used in this way, the Infrastructure can generate a draft transaction message, which a User can independently use in conjunction with a third-party digital wallet application or device to conduct transactions on any of the relevant blockchains. This Interface and the Infrastructure are provided “as is” and “as available” without a warranty of any kind. By using the Interface and the Infrastructure, the User accepts sole responsibility for any transaction involving their Wallet (as defined below).

No advice whatsoever concerning crypto-assets or the use of the Infrastructure is provided on or through the Interface.

2. Protocol

No Gain No Pain (the “Protocol”) is a decentralized, non-custodial application deployed on the Binance Smart Chain, comprised of open-source, self-executing smart contracts operating on a permissionless blockchain network .

This permissionless peer-to-peer smart contract system on Binance Smart Chain that enables users (“Takers”) to initiate 1-minute directional staking actions on the price movement of supported crypto assets, ‘Taker-Initiated Directional Staking‘ by executing a staking action in the platform’s supported stablecoin (e.g. USDT) and selecting an Up or Down direction, the Taker enters into a smart contract governed staking action referencing an authoritative real-time price feed oracle for the asset’s current price (the “Reference Price”). A counterparty Maker-defined spread (the “Spread”) is applied at staking action initiation, delineating the outcome thresholds. Each staking action remains open for a fixed duration of sixty (60) seconds, after which a Settlement Price is obtained from the same real-time oracle feed and used to resolve the staking action. If the Settlement Price moves in the Taker’s favor beyond the Maker’s Spread threshold (e.g., rises above Reference Price + Spread for an Up trade, or falls below Reference Price – Spread for a Down trade), the staking action is deemed successful and the Taker is entitled to a payout equal to three times (3×) the initial staked amount (inclusive of their original staked amount). If the Settlement Price remains within a predefined range around the Reference Price – termed the “No Regret Zone” – such that it does not sufficiently exceed or fall below the reference by the Spread, the staking action is considered neither due to for a reward nor absence of a reward, and the Taker’s full staked amount is promptly refunded. Conversely, if the price movement is adverse to the Taker’s chosen direction (failing to breach the Spread threshold in their favor by settlement), the staking action is deemed unsuccessful and the Taker’s staking amount remains in the staking pool. All such staking actions, reference prices, and outcome determinations are executed transparently and autonomously by smart contracts, with no manual intervention, and are settled in USDT to the appropriate party immediately upon expiration according to these rules.

3. Maker Role and Collateralization

Users acting as Market Makers (“Makers”) on the Odyssey Platform must meet certain requirements and abide by specific collateral obligations for each staking action they facilitate. To participate as a Maker, a user is required to stake the platform’s native Ithaca tokens in the designated smart contract vault, thereby registering for Maker privileges in a permissionless, non-custodial manner. For every staking action offered or matched, the Maker must provide collateral equal to two times (2×) the Taker’s stake (posted in USDT) to the Platform’s smart contract, ensuring that sufficient funds are locked to cover the maximum potential reward to the Taker (i.e., the 3× reward on a winning staking action ). The Maker is responsible for defining a dynamic Spread for each staking action – effectively setting the size of the “No Regret Zone” and the threshold for Taker reward – which can be adjusted within protocol limits to account for market conditions (e.g., higher spreads during high volatility). Once a Taker accepts a presented staking action, the Taker’s stake and the Maker’s 2× collateral are irrevocably locked in the smart contract for the 60-second duration. The Platform’s immutable smart contract code then enforces all trade outcomes trustlessly: if the Taker wins, the contract automatically disburses the agreed reward using the Maker’s locked collateral (the Taker receiving 3× their stake, with the Maker incurring the loss of the 2× collateral stake); if the result falls within the No Regret Zone, the contract refunds the Taker’s stake and returns the Maker’s collateral in full; and if the Taker loses, the contract transfers the Taker’s forfeited stake to the Maker (the Maker effectively earning the Taker’s stake as profit while their own collateral is returned). Makers have no further obligations or manual actions in determining outcomes once a trade is active, and all fund transfers occur directly on-chain between the parties according to the staking action’s result. The Odyssey Platform operates entirely without centralized counterparties or custodial intermediaries; it charges no platform fees on these peer-to-peer trades, and all staking action terms, collateral requirements, and payout logic are transparent and pre-defined in the smart contract. This structure ensures that both Makers and Takers participate in a secure, automated, and trustless staking reward environment consistent with the expectations set forth in these Terms and Conditions.

4. Reward Allocation and Ithaca Token Staking Mechanism

The Protocol may, from time to time and at its sole discretion, offer users the ability to stake the Protocol’s native utility token, Ithaca, in one or more designated non-custodial smart contracts for the purpose of participating in platform-level reward allocations (“Staking Rewards”). Users acting as Makers are required to stake a minimum threshold of Ithaca tokens in order to be eligible to post staking actions on the Protocol, and further acknowledge and agree that a predefined percentage of their net earnings from successful staking actions may be retained by the Protocol and redistributed to Ithaca stakers in accordance with the terms set forth in the applicable staking smart contracts. In addition to Makers, all users may elect to stake Ithaca tokens to receive a proportionate share of such Staking Rewards, which are anticipated to be denominated in USDT, Ithaca, or a combination thereof, and distributed in accordance with the amount staked and the duration of staking participation. Users acknowledge that the Staking Rewards system is entirely automated, subject to smart contract enforcement, and operates without custodial control or guarantees of return.

Certain staking functionalities described herein, including but not limited to Ithaca-based reward redistribution and general-purpose Ithaca staking for passive yield, may not yet be available at the time of user access to the Protocol, and may be introduced in phased releases subject to further technical development, community feedback, and security auditing. The Protocol disclaims all liability arising from users’ reliance on the future availability or timing of such functionalities, and reserves the right to modify, suspend, or discontinue staking-related features at any time without prior notice. By continuing to use the Protocol, users expressly acknowledge that such staking mechanisms are experimental in nature and subject to substantial change.

5. User Obligations, Representations and Warranties

The User is expected to use the Interface and the Infrastructure legally and responsibly. Any misuse or activities contrary to the Terms & Conditions or applicable laws are strictly prohibited. The User can only use the Interface and the Infrastructure as expressly allowed under these T&Cs and cannot modify, sell, or exploit the underlying software in any unauthorised manner. The Interface and the Infrastructure shall be used solely within the scope of commercial activities by individual professionals and business organisations that have the intentions, skills, abilities and resources to engage in complex and highly risky transactions.

By accessing the Interface, the User represents and warrants that:
  • as an individual, he/she is at least eighteen (18) years old;
  • is acting for commercial purposes and not in his/her capacity as a consumer;
  • posses a compatible blockchain-based digital wallet (hereinafter referred to as the "Wallet");
  • as an individual, business company, or other legal person, it has power and sufficient authorisations to enter into the T&Cs;
  • its use of the Interface will not violate laws and regulations applicable to the User, including but not limited to regulation on anti-money laundering, anti-corruption, and counter-terrorist financing;
  • is not a "U.S. Person", whereas a "U.S. Person" shall mean any individual who is a citizen or resident of the United States, any partnership or corporation organised or incorporated under the laws of the United States, any estate of which any executor or administrator is a U.S. Person, any trust of which a trustee is a U.S. Person, any agency or branch of a foreign entity located in the United States, any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person, and any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated, or (if an individual) resident in the United States;
  • is not a resident, citizen, national or agent of, or an entity organised, incorporated or doing business in, Belarus, Burundi, Crimea and Sevastopol, Cuba, Democratic Republic of Congo, Iran, Iraq, Libya, North Korea, Russian Federation, Somalia, Sudan, Syria, Venezuela, Zimbabwe, Algeria, Bolivia, Morocco, Nepal, Pakistan, Vietnam, Afghanistan, Ivory Coast, South Sudan, Antigua, Northern Mariana Islands, Puerto Rico, United States Minor Outlying Islands, US Virgin Islands, Albania, Burma, Central African Republic, Yemen, Thailand or any other country to which the United States of America, the United Kingdom of Great Britain and Northern Ireland, the European Union, or the United Nations, (collectively, the "Major Jurisdictions") embargoes goods or services or imposes other economic sanctions (such embargoed or sanctioned territories, collectively, the "Restricted Territories");
  • is not, and do not directly or indirectly own or control, and has not received any assets from any digital wallet that is listed on any sanctions list or equivalent maintained by any competent authority of the Major Jurisdictions (such sanctions-listed persons, collectively, the "Sanctions Lists Persons"); and
  • does not intend to transact in or with any Restricted Territories or Sanctions List Persons;
Users undertake to use the Interface and Infrastructure in accordance with the Terms & Conditions and all applicable laws. Within their use of Interface, each User agrees not to:
  • Use the Interface or the Infrastructure for, or to promote or facilitate, illegal activity (including, without limitation, money laundering, financing terrorism, tax evasion, buying or selling illegal drugs, contraband, counterfeit goods, or illegal weapons);
  • Upload or transmit viruses, worms, Trojan horses, time bombs, cancelbots, spiders, malware, or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Interface;
  • Harvest or otherwise collect information from the Interface or the Infrastructure for any unauthorised purpose;
  • Exploit the Infrastructure for any unauthorised commercial purpose; Attempt to or actually copy or make unauthorised use of all or any portion of the Infrastructure, including by attempting to reverse, compile, reformatting or framing, disassemble, reverse engineer any part of the Infrastructure;
  • Engage in any anti-competitive behaviour or other misconduct; Breach or encourage others to breach the Terms & Conditions.

The User commits to taking essential precautions to secure their Wallet and personal details. The Users hold exclusive responsibility for safeguarding their Wallet and are solely responsible for all associated transactions. Users are solely responsible for their tax obligations and reporting duties in connection with their access and use of the Interface and the Infrastructure. Any Wallet may be banned from accessing the Interface in connection with the violation of the above.

6. Third Parties Services

The Interface may integrate third-party services or applications (the "Third-Party Services") to enhance the User experience and functionality.

The User is advised to exercise diligence in assessing the security and privacy implications associated with Third-Party Services. The User understands that these services are independent entities, and any issues, disputes, or concerns arising from the use of Third-Party Services should be directed to the respective third parties.

The Interface might modify or discontinue the integration of any Third-Party Services. The User will be notified of such changes through appropriate channels, and it is their responsibility to stay informed about any adjustments to the availability of third-party offerings.

Some Third-Party Services may necessitate the sharing of User data. The User explicitly consents to the sharing of relevant data with third parties, understanding that the privacy policies of the respective third parties govern such data sharing.

By opting to utilise Third-Party Services within the Interface, the User expressly accepts and agrees to comply with the terms and conditions set forth by the relevant third parties. Any violations may result in corrective actions, including the restriction or termination of access to the Interface.

7. Survival

If any provision of the Terms & Conditions is found to be invalid by a court of law or other judicial body, that provision shall be limited in accordance with applicable law; the remaining provisions will remain in full force and effect. Provisions within these Terms & Conditions that inherently persist beyond their conclusion or termination, especially those sections addressing suspension, termination, the Interface restrictions, outstanding debts to the Interface, general website usage, disagreements with the Interface, and other foundational clauses, will remain in effect even after these Terms & Conditions have ended or been terminated.

8. Availability & Network Costs

The Interface may occasionally experience downtime due to maintenance or updates. No guarantee whatsoever is given for the uninterrupted operation of the Interface. The Interface may be discontinued. The User may incur direct and indirect fees and costs associated with their use of the Interface and Infrastructure.

9. Intellectual Property

All text, graphics, User interfaces, visual interfaces, photographs, logos, artwork and computer code provided on the Website, including but not limited to the design, structure, selection, coordination, expression and arrangement of the content contained on the Website is an intellectual property of the Company that had licensed their usage to the Company, and is protected by trademark laws, and various other intellectual property rights.

Except as expressly provided in these Terms & Conditions, no part of the Website and no content indicated therein may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, Website or other medium for publication or distribution for any commercial purpose, without the Company’s express prior written consent.

10. Limitation of Liability

The User acknowledges that the Interface, including the Infrastructure and any associated tools or content, is provided on an "as is" and "as available" basis. Therefore, to the maximum extent permitted by applicable law, the User agrees that no legal entity or member of the team that developed the Interface and the Infrastructure, nor any of its affiliates, directors, employees, or other representatives, shall bear any liability for any direct, incidental, indirect, special, punitive, consequential, or exemplary damages (including damages for loss of business, loss of profits, business interruption, or loss of business information) arising out of or in connection with the use of or inability to use the Interface and the Infrastructure or the performance of any transactions through the Interface and the Infrastructure, even if such party has been advised of the possibility of such damages.

The User further agrees that the total liability of the developers, affiliates, directors, employees, or other representatives in connection with any claim arising out of or relating to the Interface and/or the User’s use thereof shall not exceed the total amount of fees actually paid by the User for the use of the Interface that is the subject of the claim, up to a maximum of 20’000 USD. This limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these T&Cs is found to have failed its essential purpose. The limitations of liability provided in these T&Cs inure to the benefit of the developers, affiliates, directors, employees, and agents of the Interface. Nothing in this clause shall exclude or limit liability to a greater extent than is permitted by applicable law, nor shall it exclude or limit any statutory rights that a User cannot lawfully agree to exclude or limit.

11. Beta Features and Evolving Functionality

Certain features of the Protocol, including but not limited to Ithaca token staking, reward redistribution, and specific staking action mechanics, may be provided on a beta or experimental basis. These features may not be fully implemented, operational, or audited at the time of user access and are subject to modification, suspension, or removal without notice. By accessing or interacting with any portion of the Protocol, you acknowledge that such features are offered as-is, without warranties of any kind, and that your use of them is at your sole risk.

12. Indemnity

You agree to defend, indemnify, and hold harmless the Company, including its Affiliates, contractors, directors and all of their respective officers, agents, sub-contractors, partners, and employees, from and against any losses, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by third party due to or arising out of Your:

  1. use of or inability to use any of the Services
  2. violation of these Terms,
  3. violation of any rights of a third party, or
  4. violation of any applicable Laws or Government orders.

Notwithstanding anything otherwise provided, We reserve the right, at Your expense, to assume the exclusive defence and control of any matter for which You are required to indemnify the Company, in which event You will fully cooperate with the Company in asserting any available defences in the Company's discretion.

13. License to use the Interface and the Infrastructure

Contingent upon your ongoing compliance with these T&Cs, the User is granted a personal, worldwide, revocable, non-exclusive, and non-assignable license to use the Interface and the Infrastructure. The only purpose of this license is to allow the User to use and enjoy the Interface and the Infrastructure solely as permitted by these T&Cs.

14. Governing Law and Dispute Resolution

These Terms & Conditions, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to these T&Cs or the negotiation, execution or performance of these T&Cs (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with these T&Cs or as an inducement to enter into these T&Cs), shall be governed by, and enforced in accordance with, the internal laws of the Panama, including its statutes of limitations.

Any dispute, controversy, or claim arising out of, or in relation to, these Terms & Conditions, including regarding the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Geneve (CH). The language to be used in the arbitral proceedings shall be English.

The Parties agree that any dispute is personal to the User and the Interface and that any dispute shall only be resolved by individual litigation and shall not be brought as a class action or any other representative proceeding. The User agrees that a dispute cannot be brought as a class or representative action or on behalf of any other person.

In case of dispute, the User shall maintain the confidentiality of any proceedings, including but not limited to any information gathered, prepared, and presented for purposes of the litigation or related to the dispute(s) therein.

15. Privacy Policy

All information collected on the Website is subject to the Privacy Policy. By using the Service, You consent to all actions taken with respect to Your information in compliance with the Privacy Policy.

16. Contact

In order to address a question, to resolve a complaint regarding the Website or the Company’s services, or to receive further information regarding the services, please contact the Company via e-mail at admin@sophosinc.io