HOW THE COMPANY WORKS

What is the ODEN Network?

This is one of the most powerful features of ODEN. When you hold discount rights above a certain portfolio value, you don't just get a discount at one business — you unlock smaller discounts (typically 5-10%) at hundreds or even thousands of other participating businesses across the ODEN network. Many businesses choose to accept and reward other ODEN asset holders as a way to attract motivated, community-minded customers.

How does the network discount work?

Businesses listing on ODEN have the option to offer a smaller "network discount" (5-10%) to any ODEN asset holder whose total portfolio meets a minimum value threshold. This means your single purchase at a local restaurant could also get you savings at a gym, a coffee shop, a retailer, and hundreds of other businesses in the network.

Does this mean my asset has value even beyond the one business I started with?

Exactly. Your ODEN asset gives you direct savings at your primary business AND network-wide savings at participating businesses. This is part of what drives the value of your asset. Even if your primary business goes through a rough patch, the network benefits continue to add value.

Why would a business offer discounts to other businesses' community members?

Because ODEN community members are proven, high-value customers. A business that opens its doors to the ODEN network gains access to a community of people who are already committed to supporting local businesses. It's targeted marketing that costs nothing upfront — the discount only applies when the customer actually walks in and spends money.

What am I actually holding when I buy on ODEN?

You hold a contractual right to a permanent, fixed-percentage discount at a specific business. This right is recorded on the ODEN platform, tied to your account, and enforceable through the business's participation agreement with ODEN. It is a digital intangible asset — similar in concept to holding a membership, a license, or a transferable gift card that never expires and never runs out. You also gain access to the ODEN cross-business discount network if your portfolio meets the minimum threshold.

How is my discount right backed?

Every discount right listed on ODEN is backed by a signed participation agreement between the business and ODEN. The business commits to honoring all active discount rights for the life of the asset. Think of it like a solar panel lease on a home — if the home is sold, the new buyer is automatically obligated to maintain the same lease agreement. Similarly, if a business is sold, the new operator inherits the obligation to honor all existing ODEN discount rights.

How do I use my discount at a business?

When you're ready to make a purchase, you present your ODEN discount through the app. This generates a QR code or discount code that the business scans or enters at checkout. The discount is applied to your purchase automatically. It works both in-store and for supported online purchases.

Is there a limit to how many times I can use my discount?

No. Your discount right is permanent and unlimited. Use it every time you visit. That's what makes it an asset — the more you use it, the more value you get.

Can I hold discount rights in multiple businesses?

Absolutely. You can build a portfolio of discount rights across as many businesses as you want, just like building a stock portfolio. A coffee shop, a gym, your favorite restaurant, a local retailer — diversify your everyday savings and unlock greater network benefits as your portfolio grows.

How many discount rights does each business have?

Each business sets a fixed, limited number of discount rights when they list on ODEN. Once they're all sold, the only way to get one is to buy from another holder on the secondary market. This limited supply is what gives the rights potential to appreciate in value.

What discount percentage do I get?

The discount percentage is set by the business when they list on ODEN. Typical discounts range from 5% to 25%, depending on the business's margins, industry, and strategy. The percentage is locked in permanently for each discount right.

Is there a waiting list if all discount rights are sold out?

Yes. If all discount rights for a business are spoken for, you can join a waiting list. You'll be notified immediately when one becomes available on the secondary market. High demand on the waiting list is also a signal that the asset's value may increase, and can indicate to the business that they may want to release additional discount rights.

What if I want to resell my discount right?

You can list your discount right for sale on ODEN's marketplace at any time. You set your asking price. Other users can browse, bid, or buy at your listed price. It works just like selling a stock — when a buyer matches your price, the trade executes and the asset transfers instantly.

Can my discount right go up in value?

Yes. Just like stock prices, the value of a discount right is driven by supply and demand. If a business becomes more popular, opens new locations, or gains a following, demand for its limited discount rights increases, and so does the resale value. The cross-business network effect also adds value — as more businesses join ODEN, holding any asset becomes more valuable because your network benefits expand.

Can I lose money on a discount right?

Yes, just like any tradeable community asset. If a business declines in popularity or closes, the market value of its discount rights may drop. However, unlike stocks, you've been receiving tangible value the entire time through discounts on every purchase, plus network discounts at other businesses. Your total return includes both the resale value and all the savings you've accumulated.

What fees does ODEN charge on trades?

ODEN charges a 4% flat fee on each transaction when a discount is sold or resold. The fee structure is transparent and displayed before you confirm any trade.

How quickly can I sell my discount right?

Trades execute as soon as a buyer matches your asking price. For popular businesses with active markets, this can happen very quickly. For smaller or newer listings, it may take longer. You can adjust your asking price at any time to find a buyer faster.

What happens if a business I hold a discount with goes out of business?

Most businesses inherently face the risk of closing at some point. ODEN is designed to help businesses with exactly that problem. Here's what happens and why ODEN makes closures less likely and less impactful:

1. Your network benefits continue — Even if your primary business closes, your ODEN asset still provides value through the cross-business discount network. If your portfolio meets the threshold, you continue receiving 5-10% at hundreds of other participating businesses. Your asset can actually continue to grow in value based on network expansion alone.
2. ODEN community members help prevent closures — Unlike a major corporate stakeholder who might force a business closure and sale, ODEN community members are motivated toward the success of your business because their asset value depends on it. They bring revenue, feedback, word-of-mouth marketing, and community support that traditional customers don't provide.
3. Business succession rules protect you — Think of it like solar panel lease rights on a home. If a business is sold, the new owner is automatically obligated to honor all existing ODEN discount rights. Your asset transfers with the business.
4. Payment plans mitigate risk — For higher-risk businesses, ODEN offers payment plan options where only a third of the purchase price is paid each year. This allows community members to recover value through discounts while limiting upfront exposure.
5. Tax benefits — If your discount right does become worthless, you can claim it as a capital loss on your taxes, offsetting gains from other assets.

Will insurance ever cover my ODEN assets?

Insurance products for ODEN assets don't exist yet, but as the marketplace grows, we expect the insurance industry to develop products for this asset class — similar to how insurance products emerged for other new asset types. In the meantime, the payment plan option and cross-business network serve as built-in risk mitigation.

How does ODEN help prevent businesses from failing?

By creating a community of motivated asset holders around a business, ODEN provides something no traditional financing can:

• Revenue — Upfront cash from asset sales plus repeat purchases from loyal discount holders
• Marketing — ODEN community members are the best marketing a business can get. They actively promote businesses they support.
• Feedback — Community members care about the business's success and provide honest, actionable feedback
• Problem-solving — When challenges arise, community members are motivated to help find solutions
• Liquidity without strings — Unlike traditional loans or outside equity partners, ODEN provides capital without debt obligations, interest payments, equity dilution, or board seats

What if a business temporarily closes for renovations or seasonal reasons?

Temporary closures don't affect your asset. Your discount right remains active and will be fully functional when the business reopens. Think of it like a stock during a trading halt — you still hold it, you just can't use it at that moment.

Does ODEN evaluate businesses before listing them?

ODEN does not formally evaluate or grade businesses the way a bank might underwrite a loan. Instead, ODEN makes recommendations to businesses based on their current sales volume and customer base to help them list effectively. We help businesses understand how many assets to create, what to charge, and what discount to offer.

How do I know if a business is a strong fit for a community asset?

ODEN will incorporate a rating system that includes:

1. ODEN community ratings — Feedback and ratings from discount right holders and customers
2. Third-party rating integrations — Incorporating ratings from established review platforms and data sources
3. Market signals — Trading activity, waiting list depth, and price trends provide real-time indicators of market confidence
4. Business transparency — Businesses can share information about their operations, history, and plans to build community confidence

Ultimately, as with any marketplace asset, buyers should do their own research. The marketplace provides the data and tools, and the community provides real-world feedback.

Can a business be removed from ODEN?

Yes. If a business consistently fails to honor discounts, violates its participation agreement, or engages in deceptive practices, ODEN can suspend or remove them from the platform. In such cases, affected discount right holders will be notified and provided options.

What if a business refuses to honor my discount?

ODEN has a built-in dispute resolution process:

1. Report it — Flag the issue directly in the app with details of what happened
2. ODEN mediates — Our team contacts the business to resolve the issue
3. Enforcement — Businesses that repeatedly fail to honor discounts face penalties, including suspension and removal from the platform
4. Escalation — Persistent non-compliance can result in business removal and remediation for affected holders

Can I get my money back if I don't get my discount?

For a single incident, ODEN will mediate with the business to ensure it's honored going forward. For persistent issues, ODEN may issue credits, facilitate a refund, or remove the business from the platform. The goal is always to protect discount right holders. Remember, businesses are contractually obligated to honor discounts, and their own reputation on the platform depends on compliance.

What if the business changes their prices significantly?

Your discount percentage remains fixed regardless of price changes. If a business raises prices, your discount still applies to the new price. This actually increases the dollar value of your savings over time, making the discount right more valuable.

Why should my business list on ODEN?

You are literally getting paid by community members who serve as the best marketing you can get, the best feedback, and the best solution-finders for problems in your business. ODEN gives you liquidity without the strings attached of traditional lending — no debt, no interest, no equity dilution, no board seats. Your ODEN community members are financially motivated to see you succeed, promote your business, and come back again and again.

Will listing on ODEN eat into my profit margin?

No — and this is the key insight. The discount is offset by dramatically increased visit frequency and spending. Here's why the math works:

• You receive upfront cash when discount rights are sold
• Discount holders become your most loyal, repeat customers
• A small discount on dramatically increased frequency produces higher total profit
• You earn royalties every time your discount rights are resold on the secondary market
• You can join the network to attract other ODEN community members as new customers

What are the formulas for pricing and discounts that make the most sense for my business?

ODEN makes recommendations based on your current sales volume and customer base. Here's the framework:

Setting Your Discount Percentage:

The sweet spot depends on your industry margins:

Pricing Formula for Discount Rights:

Discount Right Price = (Average Annual Customer Spend × Discount %) × Multiplier

• Multiplier of 3-5x is typical, depending on demand and brand strength
• Example: Average customer spends $2,000/year at your restaurant, you offer 10% discount ($200/year value to customer). Price the discount right at $600-$1,000.
• The customer breaks even in 3-5 years, then saves money forever after. Meanwhile, you got $600-$1,000 in cash upfront plus a guaranteed repeat customer.

The Sweet Spot for Number of Assets:

Getting the number right is critical:

• Too many assets = They lose value and momentum. Oversupply kills demand.
• Too few assets = You lose potential community members and leave money on the table.
• Price too high (6+ year recovery) = Buyers lose interest. Nobody wants to wait that long to break even.
• Price too low = Creates hype but leaves value on the table and can feel unsustainable.

ODEN's recommendation: Start with 1-3% of your active customer base as the number of assets. Example: 1,000 active customers = 10-30 discount rights. Price them so community members break even in 3-5 years through discounts alone. Scarcity drives demand and value — you can always release more later. You can't take them back.

Can I participate in the cross-business discount network?

Yes. When listing on ODEN, you can opt to accept other ODEN asset holders at a smaller network discount (5-10%). This brings new customers through your door who are already proven supporters of local businesses. It costs you nothing until they actually make a purchase.

When do I get paid when someone buys my discount rights?

Payments from initial discount right sales are deposited to your linked bank account through Stripe. Processing typically takes 2-3 business days after the sale.

Do I get anything when my discount rights are resold on the secondary market?

Yes. Every time a discount right for your business changes hands on the secondary market, your business receives a royalty fee. This means your business earns passive income from market activity even after the initial sale. The more desirable your business becomes, the more trading activity and royalties you generate.

Can I buy back discount rights?

Yes. You can purchase discount rights for your own business on the secondary market, effectively retiring them. This can be useful if you want to reduce the number of active discounts or if you're preparing for a sale or transition.

When do sellers get paid after a trade?

When your discount right sells on the marketplace, payment is processed through Stripe and deposited to your linked bank account within 2-3 business days. You'll see the transaction immediately in your ODEN dashboard, and receive a notification when funds are deposited.

Is there a minimum withdrawal amount?

[TBD - to be determined based on Stripe processing economics]

Can I set a minimum price for my discount right?

Yes. When you list a discount right for sale, you set the asking price. It won't sell for less than your listed price. You can also set price alerts to be notified when market value reaches a target.

Do I pay sales tax when I buy a discount right on ODEN?

No. Discount rights are intangible property, not physical goods or services. No sales tax applies when you purchase or trade them on ODEN's marketplace. However, when you use your discount at a participating business, normal sales tax applies on the discounted purchase price, just like using any coupon.

What happens when I sell a discount right for more than I paid?

That's a capital gain, just like selling a stock at a profit. If you held the discount right for more than one year, it qualifies for long-term capital gains rates (0%, 15%, or 20% depending on your income). If you held it less than one year, it's taxed as short-term capital gains at your ordinary income rate.

What if I sell for less than I paid?

That's a capital loss. You can use capital losses to offset capital gains from other assets, and up to $3,000 per year in losses can offset ordinary income.

Will ODEN send me tax documents?

Yes. If you receive $600 or more in total proceeds from sales during a calendar year, ODEN will send you a 1099-K form by January 31 of the following year, reporting your gross sales. We also provide an annual trading summary showing every transaction, your cost basis, and your gains or losses — similar to what you'd receive from a brokerage or retirement account.

Is this like getting a 1099 from my brokerage or retirement account?

Very similar. Just like a brokerage sends you documents showing your stock trades, or a retirement account sends a 1099 for distributions, ODEN provides annual tax reporting for your discount right transactions. The process of reporting it on your tax return is the same as reporting stock trades on Schedule D.

Do I need to report trades even if I don't receive a 1099?

Yes. Even if your total proceeds are below the $600 threshold, you are still legally required to report capital gains on your tax return. The 1099 is a convenience and an IRS reporting requirement for ODEN, but your tax obligation exists regardless.

I'm a business owner. How is discount right revenue taxed?

Revenue from selling discount rights is ordinary business income, just like selling a product or service. When customers redeem discounts at your business, you recognize revenue at the discounted price. ODEN's platform fees are a deductible business expense. Royalties from secondary market trades are also ordinary income.

Does ODEN withhold taxes from my sales proceeds?

ODEN does not withhold federal or state income tax from your proceeds unless required by backup withholding rules (e.g., if you fail to provide a valid W-9). You are responsible for paying any taxes owed on your gains.

Is a discount right a security? Does the SEC regulate ODEN?

No. ODEN discount rights do not represent an equity stake, voting rights, or profit-sharing in any business. They are contractual rights to a permanent discount. Because they do not meet the legal definition of a security under the Howey Test, they are not regulated by the SEC.

If the SEC doesn't regulate this, what protections do I have?

While ODEN discount rights are not securities, you are protected by:

1. Contract law — Your discount right is a legally binding contractual agreement
2. Consumer protection laws — Federal and state consumer protection statutes apply
3. FTC regulations — The Federal Trade Commission oversees marketplace fairness and consumer rights
4. ODEN's own enforcement — Active monitoring, dispute mediation, and removal of bad actors
5. Platform terms of service — Business participation agreements include compliance requirements and penalties

How do ODEN assets relate to tokens or cryptocurrency?

They don't. ODEN discount rights are not tokens, coins, NFTs, or any form of cryptocurrency. They are not built on blockchain technology. We use the term "asset" because discount rights have real, tradeable value — but they are a straightforward contractual right, not a rebranding of crypto or anything related to blockchain.

Could ODEN discount rights become classified as securities in the future?

ODEN has been carefully designed to avoid securities classification. Discount rights do not convey equity, dividends, or profit-sharing. However, regulatory landscapes can evolve. ODEN works with legal counsel to ensure ongoing compliance and will adapt its structure if regulations change. Users will always be notified of any material changes.

Is ODEN a financial institution?

ODEN operates as a marketplace platform, not a bank, broker, or financial institution. Payment processing is handled through licensed third-party processors (Stripe). ODEN complies with applicable AML/KYC requirements.

How do I sign up?

Visit oden.exchange or download the ODEN app. Create an account with your email address, verify your identity, and you're ready to browse and buy.

Is there a minimum age to use ODEN?

You must be 18 years or older to create an account and trade on ODEN.

How do I fund my account?

Link a bank account, debit card, or credit card through our secure Stripe payment integration. Funds are used to purchase discount rights on the marketplace.

Is my personal and financial information secure?

Yes. ODEN uses bank-level encryption, secure payment processing through Stripe, and follows industry best practices for data protection. We never store your full payment card details on our servers.

Can I have multiple accounts?

No. Each individual is limited to one ODEN account to ensure marketplace integrity and prevent manipulation.

What happens to my discount rights if I close my ODEN account?

You must sell or transfer all discount rights before closing your account. Discount rights cannot be held outside the ODEN platform.

Can I gift a discount right to someone?

Yes. You can transfer a discount right to another ODEN user as a gift. The transfer is processed through the platform and the recipient becomes the new holder with full rights to use, hold, or resell the asset.

Can discount rights be inherited?

Yes. Discount rights are personal property and can be passed to heirs as part of an estate, just like stocks or other intangible assets. The executor or administrator of the estate should contact ODEN to facilitate the transfer.

What if two businesses merge? What happens to my discount rights?

If a listed business merges with or is acquired by another company, the new entity is bound by the original ODEN participation agreement. Your discount right transfers to the surviving business. If the new entity does not wish to honor the agreement, they must buy back the discount rights at fair market value.

Can businesses offer different tiers of discount rights?

Yes. A business could offer multiple tiers — for example, a 10% discount tier and a 20% VIP tier at different price points. This lets businesses serve different customer segments and create a premium experience for higher-tier holders.

What if I move away from a business's location?

You can keep holding the discount right as a community asset and sell it when the price is right. Or sell it immediately on the marketplace. Plus, your cross-business network benefits continue working at participating businesses wherever you are.

Does ODEN work for online-only businesses?

Yes. Discount codes integrate with e-commerce platforms. If a business sells online, you can use your discount right for online purchases through supported integrations.

Is there a mobile app?

Yes. ODEN is available as a mobile app for iOS and Android, with full marketplace access, QR code generation for in-store discounts, portfolio tracking, and push notifications for price alerts and trade confirmations.

What is the ODEN Early Access program?

ODEN offers tiered early access for users who join before public launch. Early access members get priority access to new business listings, lower transaction fees, and exclusive discount rights not available to the general public. [Specific tier details TBD]

What is the ODEN Ambassador program?

Ambassadors are ODEN advocates who help bring new businesses and buyers to the platform. Ambassadors earn referral bonuses, exclusive discount rights, and recognition within the community. [Application details TBD]

Is there a referral program?

Yes. Refer a friend who creates an account and makes their first purchase, and both of you receive a bonus. Refer a business that lists on ODEN, and you receive a larger reward. [Specific amounts TBD]

Can I pay for a discount right in installments?

Yes. Some businesses, particularly higher-risk or newer businesses, offer payment plans where only a third of the purchase price is paid each year over three years. This allows community members to start recovering value through discounts while limiting their upfront financial exposure.

Why would a business offer a payment plan?

Payment plans lower the barrier to entry for community members and mitigate risk for both sides. The buyer doesn't put the full amount at risk on day one, and the business demonstrates sustained commitment to the ODEN platform. It also builds trust — if the business fails to honor discounts in year one, the buyer hasn't committed the full purchase price.

What happens if a business closes while I'm on a payment plan?

You stop making payments. You only lose what you've paid so far, not the full purchase price. Any amounts paid can be claimed as capital losses on your taxes. Your cross-business network benefits continue.

How do I reach ODEN support?

Through the app, via email at support@oden.exchange, or through our website at oden.exchange. We aim to respond to all inquiries within 24 hours.

I'm a business owner interested in listing. How do I get started?

Visit oden.exchange and click "List Your Business" or email us at will@oden.exchange. We'll walk you through the process, help you determine the right number of assets, pricing, and discount percentage based on your sales volume and customer base.