ODOS LOYALTY PROGRAM
OF ODOS DAO LLC
(AS ADOPTED DECEMBER 19, 2024)
Pursuant to Article IV of the Amended and Restated Operating Agreement (the “A&R Operating Agreement”) of ODOS DAO LLC, a non-profit limited liability company and decentralized autonomous organization (the “Company”) incorporated as per the laws of the Republic of the Marshall Islands pursuant to the Limited Liability Company Act of 1996 of the Republic of the Marshall Islands (as amended from time to time, the “LLC Act”), the Marshall Islands Non-Profit Entities (Amendment) Act of 2021 (as amended from time to time, the “Non-Profit Act”), and the Decentralized Autonomous Organization Act, 2022 (as amended from time to time, the “DAO Act”), the ODOS Loyalty Program (the “OLP”) is as follows:
1. Mission
The mission of the OLP is to administer the Fee Rebate (as defined below).
2. Defined Terms
- “Fee Rebate” means the Participant’s applicable fee rebate as outlined in Section 4.
- “Fee Rebate Contract” means the smart contract that controls the funds allotted for claim by Participants.
- “Governance Tokens” has the meaning given in Article III.1 of the A&R Operating Agreement.
- “Member(s)” has the meaning given in Article III.1 of the A&R Operating Agreement.
- “Marshall Islands Law” means the rules, regulations, and laws of the Republic of the Marshall Islands as may be amended from time to time.
- “ODOS Network Fees” means the transaction fees collected in connection with the Participating Transactions, excluding any blockchain network fees such as gas fees.
- “ODOS DAO Governance Program” refers to the ODOS DAO Governance Program (the “OGP”) as defined in Article IV.4 of the A&R Operating Agreement.
- “Participant” has the meaning given in Section 3.
- “Participating Transactions” means transactions through smart contracts designated by the Company using a transaction tag provided by the Company that indicates fees paid by such transactions are eligible to be included in the OLP.
- “Special Delegates” has the meaning given in Article IV.4 of the A&R Operating Agreement.
3. Participation
In furtherance of its mission, the Company offers partial rebates of Network Fees paid by Members as set forth in Section 4 below. Members are automatically enrolled to participate in the OLP by becoming Members and completing Participating Transactions (such participating Member, a “Participant”).
Fee Rebates are entirely at the discretion of the Company and may be terminated or withheld from any Member at any time due to lack of availability of funds, suspected abuse (including, but not limited to, suspected sybil attacks, wash trading, or other practice that is unauthorized, deceptive, fraudulent, unlawful, or which otherwise intentionally subverts the purposes of the OLP), or any other reason at the sole discretion of the Company. Fee Rebates will be paid in $ODOS Tokens at the fair market value, as determined by the Special Delegates in their sole discretion.
4. Rebate
(a) Rebate Tiers
There are a total of thirteen (13) Rebate Tiers available for a Participant based on the number of Governance Tokens held by such Participant. Each Rebate Tier and corresponding Fee Rebate are as follows:
| Rebate Tier | Governance Tokens | Fee Rebate | Badge |
|---|---|---|---|
| 0 | 0 | 5% | New Minotaur Badge |
| 1 | 500 | 10% | |
| 2 | 1,000 | 12% | |
| 3 | 2,000 | 14% | |
| 4 | 4,000 | 17% | Elite Minotaur Badge |
| 5 | 8,000 | 20% | |
| 6 | 16,000 | 23% | |
| 7 | 32,000 | 27% | Mythical Minotaur Badge |
| 8 | 64,000 | 31% | |
| 9 | 128,000 | 35% | |
| 10 | 256,000 | 40% | Legendary Minotaur Badge |
| 11 | 512,000 | 45% | |
| 12 | 1,024,000 | 50% |
(b) Fee Rebate Formula
The formula for the Fee Rebate is as follows:
Participant’s ODOS Network Fees x Participant’s applicable Fee Rebate.
5. Special Delegates
(a) Responsibilities
The Special Delegates will be solely responsible for:
- Calculating each Participant’s Fee Rebate.
- Interacting with the Fee Rebate Contract on behalf of the Company to ensure the Fee Rebate is claimable.
- Establishing the process through which Participants may claim Fee Rebates.
(b) Additional Responsibilities
The Special Delegates will monitor and manage the Fee Rebate Contract to ensure the continued availability of the OLP, including:
- Adjusting Fee Rebate Tiers and thresholds.
- Identifying and mitigating abuse or fraud.
- Managing funds and modifying rebate calculations or payment methods.
6. Amendments
This OLP may be amended as follows:
- Special Delegates may approve proposed changes with at least majority approval.
7. Dispute Resolution
(a) Notice of Dispute
Parties must give 30 days' notice of any dispute (“Notice of Dispute”).
(b) Arbitration
Unresolved disputes will be settled by arbitration, seated in the Republic of the Marshall Islands and governed by its laws. The arbitration language will be English, and the arbitrator’s decision will be final and binding.
8. Controlling Authority
This OLP is governed by the laws of the Republic of the Marshall Islands. In case of any conflict, the A&R Operating Agreement will supersede this OLP.