Legal Disclaimers and Disclosures

U.S. Restriction

Not available to US persons: XUSD targets non-US persons and will seek a “Regulation S” exemption from the US Securities and Exchanges Commission (SEC). Due to the stipulations of this exemption, users registered or residing in the US are not allowed to open accounts with Excellar.

Terms and Conditions

By clicking "Accept" on the website when presented with these Terms and Conditions ("Terms"), using our products and services, or acquiring XUSD in any way, you are agreeing to these Terms that govern the relationship between you and Excellar International SAC Ltd. ("Excellar International", "Excellar", or "we"), the issuer of XUSD (as defined below) and the operator of the Platform (as defined below). You also expressly agree that any XUSD held by you are linked to XUSD SA (as defined below) and these terms are the governing instrument of XUSD SA.

YOU MUST READ THESE TERMS CAREFULLY. THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE AND SERVICES. BY ACCESSING OR USING THE SITE OR SERVICES, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY OR OTHER PARTY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND USE THE SITE OR SERVICES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, THE SERVICES ARE NOT OFFERED TO RESTRICTED PERSONS (AS DEFINED BELOW).

THESE TERMS REQUIRE THE USE OF ARBITRATION (SEE THE "DISPUTE RESOLUTION" SECTION 22 BELOW) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

Please contact us at [email protected] for any questions or issues you may have with respect to these Terms.

1. Excellar’s Role

Excellar International is an exempted company incorporated in Bermuda with company number 202403601 whose registered address is at Crawford House, 50 Cedar Avenue, Hamilton, HM 11, Bermuda. Excellar International is authorized and regulated by the Bermuda Monetary Authority (the "BMA") pursuant to a Class T Digital Asset Business License (the "Class T License"). The Class T License authorizes Excellar International to conduct the digital assets business of issuing, selling or redeeming virtual coins, tokens or any other form of digital asset, and providing custodial Wallet services under the Digital Asset Business Act 2018 of Bermuda and its related regulations, as amended (the "DAB Act").

The Platform is in the test phase, and it is being operated in accordance with the Class T License. As the Platform and XUSD are in a test phase, each are provided on an "as is" basis without warranties of any kind and you should be aware that each may contain defects or processes which require improvement. The primary purpose of operations during the Class T License is to test the Platform and XUSD and to obtain feedback and improve operations prior to a full launch of the Platform and XUSD. As the Platform and XUSD are in a test phase, users are advised to exercise caution when utilizing the Platform and XUSD. You understand that Excellar International will not be liable for any direct or indirect losses resulting from the use or inability to use the Platform or XUSD.

Further, as a condition to its Class T License, Excellar International: (1) is restricted from offering its services to retail clients; and (2) the total issuance volume of XUSD during the test phase is limited to US$5,000,000 or its value equivalent.

Please read these Terms carefully before accessing or using our products and services or holding XUSD.

By registering for an account, accessing or using the Platform, or purchasing, holding, or using XUSD, you acknowledge that you have read, understood, and agreed to be bound by these Terms. Please note that these Terms are subject to change, and you are encouraged to review the Terms regularly during your use of our products and services or holding XUSD. If you do not agree with these Terms, you must not use the Platform or XUSD.

In consideration of the mutual covenants and promise herein contained, the parties agree as follows:

2. Definitions

"API Documentation" means the API documentation described at https://www.excellar.finance/docs/api.

"API Key" is the security key Excellar makes available for you to access the API.

"Applications" refers to Excellar’s users’ applications into which they use or integrate Excellar’s API and provide to their own end-users.

"Excellar API", "API" are Excellar application programming interface, software developer kit, any API Documentation or other API materials made available by Excellar on its website https://www.excellar.finance/docs/api, including any smart contracts published on a blockchain integral or related to the functionality of the API.

"Excellar Marks" means Excellar’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to these Terms.

"Platform" is the portal accessible through our website that allows users to purchase and redeem XUSD, access and use of the Wallet, and claim rewards from the Yield Offering, providing the sort of API documentation to incorporate the three of those functionalities.

"Platform Account", "Platform Accounts" are the accounts by which users who have completed the initial know-your-customer screening, diligence and onboarding get access to the Platform.

"Primary User", "Primary Users" are persons who have registered for Platform Account, are accessing, or using the Platform, or are purchasing, holding, or using XUSD and which have direct access to purchase and redeem XUSD from Excellar International. These users have access to the Platform, in the form of web access or API access, to purchase and redeem XUSD, use the Wallet, or collect rewards.

"Restricted Person", "Restricted Persons" means (i) any person named on any list of sanctioned entities or individuals maintained by the US Department of the Treasury’s Office of Foreign Assets Control ("OFAC"), the US Department of the Treasury’s Financial Crimes Enforcement Network ("FinCEN"), the United Nations ("UN") Security Council, or in any applicable sanctions list or otherwise restricted under Excellar’s internal policies; (ii) you are a resident, incorporated or organized, have a registered office doing business, or are operationally based or domiciled in a country or territory in relation to which sanctions imposed by the UN, OFAC, FinCEN, or otherwise subject to sanctions imposed by the UN, OFAC, FinCEN; and (iii) any agent or affiliate of the foregoing. The restricted jurisdictions include the following countries: Abkhazia, Afghanistan, Angola, Belarus, Burundi, Central African Republic, Congo, Cuba, Ethiopia, Guinea-Bissau, Iran, Iraq, Ivory Coast (Cote D’Ivoire), Lebanon, Liberia, Libya, Mali, Burma (Myanmar), Nagorno-Karabakh, Nicaragua, North Korea, Northern Cyprus, Russia, Sahrawi Arab Democratic Republic, Somalia, Somaliland, South Ossetia, South Sudan, Sudan, Syria, Ukraine, United States, Venezuela, Yemen, Zimbabwe.

"Secondary User", "Secondary Users" are holders of XUSD who have acquired XUSD solely in the secondary market, and consequently do not have access to purchase or redeem XUSD directly from Excellar International, or the Yield Offering, until they open and are approved for a Platform Account.

"Supported Digital Assets" refer to digital assets which are supported by the Platform.

"User ", "user", "users" or "you" are Primary Users and/or Secondary Users as the context requires in these Terms.

"U.S. Person" means any of the following: Individuals who meet the "substantial presence" test described in section 7701(b) of the U.S. Internal Revenue Code of 1986 (as amended); or, any person who meet the definition of "U.S. Person" in section 902(k) of Regulation S under the Securities Act of 1933 (as amended).

"Wallet", "Hosted Wallet" are hosted wallet services which are account for holding Supported Digital Assets, where Excellar’s users are allowed to store, track, transfer and manage their balances of XUSD, on chain segregated accounts, maintained by Excellar, corresponding to a digital wallet under joint control.

"XUSD" are redeemable, dollar-denominated payments cryptographic token backed by highly liquid, investment grade reserves, that operates natively in the Stellar blockchain (other blockchains may be added in the future).

"XUSD Reserves" are an equivalent amount of U.S. Dollar-denominated assets held by Excellar International on behalf of, and for the benefit of, eligible users backing XUSD which are managed in a self-directed brokerage account in conjunction with a regulated broker and custodian. Such reserves are composed of high-quality, short-term money market instruments whose interest and principal payments are backed by the full faith and credit of the U.S. government and smaller portions in bank deposits held at participating FDIC-insured depository institutions and other low risk stablecoins that Excellar International accepts as a means to purchase XUSD (currently only USDC is accepted). Under no circumstance are XUSD Reserves commingled with Excellar International operational assets either in its general account or any other segregated account.

"XUSD SA" is the segregated account of Excellar International called "Excellar International XUSD Segregated Account" being the segregated account of Excellar International holding the XUSD Reserves in accordance with the SAC Act.

"Yield Offering" is the mechanism by which Primary Users fully active Platform Accounts may, depending on jurisdiction, be eligible to accrue interest returns on their XUSD.

3. Segregated Account Provisions

Excellar International is registered as a segregated accounts company pursuant to the Segregated Account Companies Act 2000, as amended (the "SAC Act") of Bermuda. Any XUSD issued to you by Excellar International will be contractual interests linked to XUSD SA. These Terms confer no rights to users other than the rights relating to XUSD SA.

These Terms shall constitute the governing instrument of XUSD SA and hereby sets out the rights, obligations and interests you have with respect to XUSD linked to the XUSD SA. You hereby undertake to observe, perform and discharge the terms of these Terms and to be bound by these Terms. The board of directors of Excellar International shall be responsible for the management and operations of XUSD SA solely in accordance with the Terms.

Each of Primary Users holding XUSD linked to XUSD SA shall be an account owner of such segregated account in accordance with the SAC Act. Secondary Users shall have no rights whatsoever with respect to XUSD SA.

Primary Users hereby acknowledge and agree that the liability of Excellar International to you for the performance and discharge of Excellar International’s obligations in respect of XUSD held by you (whether arising under these Terms or otherwise) shall be limited to and payable solely from the assets held in XUSD SA and you shall have recourse to only the assets of XUSD SA in respect of any claim, action, demand or right against Excellar International or XUSD SA arising under the provisions of these Terms.

The assets of XUSD SA shall be held by Excellar International as a separate fund which is not part of the general account of Excellar International and shall be held exclusively for the benefit of the holders of XUSD linked to XUSD SA and any counterparty to a transaction linked to XUSD SA. Further, the assets of XUSD SA shall be available only to meet liabilities to the holders of XUSD linked to XUSD SA and creditors with claims which are linked to XUSD SA. The assets of XUSD SA shall not in any circumstances be available or used to meet liabilities to the shareholders of Excellar International, account owners (i.e. holders of XUSD or other interests such as tokens, if issued) in respect of other segregated accounts of Excellar International, and creditors of Excellar International who are not creditors with claims which are linked to XUSD SA.

Excellar International shall prepare financial statements annually for XUSD SA in accordance with Section 16 of the SAC Act showing, amongst other things, the amounts credited and debited to the XUSD SA in that year and a statement of the assets and liabilities of XUSD SA. Excellar International shall procure that such financial statements are delivered to Primary Users and the segregated account representative as soon as reasonably practicable after all relevant accounting information and material is made available to Excellar International to enable it to prepare the financial statements. Financial statements will be communicated to Primary Users via their email address on record or via other appropriate means as determined by Excellar International.

On the winding up of, or the appointment of a receiver over or in respect of, XUSD SA or Excellar International, the order and priority of the rights in relation to the assets of XUSD SA shall be as follows:

i. the rights of any parties holding valid security interests (meaning any mortgage, charge, pledge, hypothecation, lien, assignment, title retention, option, right of set off, trust arrangement or other security interest and any other preferential right or agreement to confer security) and any valid preferential claims in respect of the assets of XUSD SA;

ii. the claims of Excellar International in respect of any earned but unpaid fees or disbursements of XUSD SA;

iii. the claims of Primary Users shall rank after all claims of Excellar International for any earned but unpaid fees or disbursements and, after the settlement of all prior claims, all of the assets of XUSD SA which are available for distribution shall be distributed pro rata to Primary Users in accordance with their ownership interests as represented by XUSD; and

iv. to the extent that there are proceeds available for distribution which are not able to be distributed to Primary Users (for example proceeds associated with XUSD held directly or indirectly by Secondary Users), such account assets of XUSD SA shall be distributed to the general account of Excellar International.

4. Excellar API

4.1. API Generation: In order to generate an API Key and utilize the API, the user will be required to register its Platform Account by following and complying with the account registration and eligibility set up in section 5 of these Terms. Either at the time of account registration or at any time thereafter during which these Terms is in effect, you agree to promptly comply with Excellar’s reasonable requests for information, know-your-customer ("KYC"), documents, or other information about you in support of Excellar’s know-your-customer policies and procedures, or if Excellar otherwise deems such requests advisable to understand and address its own risks and obligations in its discretion, notwithstanding whether Excellar is specifically legally obligated to request or collect such information or documents.

4.2. License Grant(s); Publicity: Subject to and conditioned on Primary User’s compliance with all terms and conditions set forth in these Terms, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the duration of these Terms to: (a) use the API solely for your internal business purposes in developing and using or offering Applications that will communicate and interoperate with the Platform; and (b) display certain Excellar Marks in compliance with usage guidelines that we may specify from time to time solely in connection with the use of the API and the Applications (and not in connection with the advertising, promotion, distribution, or sale of any other products or services). You acknowledge that there are no implied licenses granted under these Terms. We reserve all rights that are not expressly granted. You may not use the API or any Excellar Mark for any other purpose without our prior written consent. You must obtain an API Key through the registration process available at https://www.excellar.finance/ to use and access the API. You may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. Your API Key may be revoked at any time by us.

The Primary User agrees to display the Excellar Mark in compliance with the preceding paragraph for the duration of these Terms to any customers using or accessing Applications. Further, the parties agree to use commercially reasonable efforts and to work together in good faith to engage in certain publicity efforts, including without limitation as set forth in any separate integration agreement between you and Excellar.

4.3. Excellar API use restrictions: Except as expressly authorized under these Terms, you may not:

i. Copy, modify, or create derivative works of the API, in whole or in part;

ii. Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API;

iii. Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part;

iv. Remove any proprietary notices from the API;

v. Use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;

vi. Combine or integrate the API with any software, technology, services, or materials not authorized by Excellar;

vii. Interfere with, modify, or disrupt any features or functionality of the API, including without limitation any such mechanism used to restrict or control the functionality of the API, including without limitation manipulating the API response or otherwise attempting to subvert Excellar’s receipt of fees as described in section 8 below;

viii. Design or permit Applications to disable, override, or otherwise interfere with any Excellar-implemented communications to end-users, consent screens, user settings, alerts, warning, or the like;

ix. Use the API in any of Applications to replicate, subvert, or attempt to replace the user experience of the Platform in whole or part, including with respect to the integration of the relevant smart contracts;

x. Use the API in a manner that exceeds, in our sole discretion, reasonable request volume, excessive or abusive usage, or otherwise fails to comply or is inconsistent with the API Documentation, these Terms, or any other applicable Excellar terms, policies, or guidance communicated to you;

xi. Attempt to cloak or conceal your identity or the identity of Applications when requesting authorization to use the API.

xii. Offer your Application to your own commercial end-users without our prior written consent.

You will comply with all terms and conditions of these Terms, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://www.excellar.finance/ from time to time. In addition, you will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email, multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.

4.4. User’s customer Onboarding and Verification: When offering your Applications to your own end-users, you must comply with all applicable laws and regulations. In connection therewith, and in addition to any other obligations under these Terms, you agree to provide to Excellar with information, documentation and other diligence on an ongoing basis, and to respond to any requests from Excellar on a timely basis.

4.5. User’s Applications: You agree to monitor the use of your Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of these Terms or any other agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Applications from further use of Applications. As between you and us, you are responsible for all acts and omissions of your end-users in connection with Applications and their use of the API, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end-users required under applicable laws, rules, and regulations for their use of Applications. All use by you of the Excellar Marks, if any, will comply with any usage guidelines that we may specify from time to time. You agree that your use of the Excellar Marks in connection with these Terms will not create any right, title, or interest in or to the Excellar Marks in favor of you, and all goodwill associated with the use of the Excellar Marks will inure to the benefit of Excellar.

5. Account Registration

5.1. Eligibility: To be eligible to open a Platform Account with Excellar International and use our services, you must meet the following criteria, and hereby represent and warrant that you meet each of the following criteria:

i. Supported Jurisdictions: Both your institution and the ultimate beneficial owners or "end-user" must be located in one or more of the jurisdictions supported by Excellar International. Supported Jurisdictions include all jurisdictions that are not part of the definition of Restricted Person ("Supported Jurisdiction" or "Supported Jurisdictions").

ii. Restriction of services: Excellar International restricts access to and usage of its services, including but not limited to the Platform Account, XUSD, Yield Offering and the Wallet, by institutional users that are formed, owned, or operated in the U.S., on its tribal lands or in any of its territories and possessions, or any jurisdiction that is the subject of general United Stated sanctions of any type. By using the services, including as a Secondary User, you represent and warrant that neither you nor your end-users are Restricted Persons.

iii. Institutional Users Accounts: Only institutions users are eligible to create a Platform Account with Excellar International. Individual accounts are not supported.

iv. Institution Existence: Your institution must be a legally established and recognized entity in one of the Supported Jurisdictions.

v. Authorized Representative: The representative opening the Platform Account on behalf of the institution must have the legal authority to act on behalf of the institution and bind it to these Terms.

vi. No Previous Suspension: The institution or its representative must not have had a previous Platform Account with Excellar International that was suspended or terminated for any reason. If you would like to reactivate a suspended account, get in touch with the support team. Reactivations are subject to Excellar review.

vii. Age requirement: The Authorized Representative opening or representing the institution user must be at least 18 years of age.

viii. No existing sanctions: Neither the user nor any affiliate thereof may appear on any eligible sanction’s lists, as determined by Excellar International.

ix. Legal Use Only: You agree that the Excellar Platform Account, XUSD, Yield Offering and the Wallet will not be used for any illegal activity, including but not limited to, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, other violent activities, or any prohibited market practices.

x. KYC: The institution and its representative agree that they will be subject to both initial and ongoing know-your-customer screening and diligence.

In the event that Excellar International determines, in its sole discretion, that a Primary User or Secondary User is a Restricted Person or has knowingly facilitated the sale or transfer of XUSD to a Restricted Person, Excellar International may take appropriate action, including but not limited to freezing, cause a forfeiture of a Platform Account holder’s assets, address blocking, Platform Account suspension or termination (according to section 10 of these Terms), or other actions that Excellar International sees fit.

All Platform Accounts are subject to review and approval by Excellar International. We reserve the right to deny, suspend, or terminate a Platform Account if we determine that an institution or its representative does not meet the eligibility criteria outlined above or for any other reason at our sole discretion.

5.2. Restricted Locations: You may not use some of the products and services if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction where your use of some of the products and services would be illegal or otherwise violate any applicable law, regulation or these Terms

You may not use some of the products and services if you are located in, or resident of, any state, country, territory or other jurisdiction where we have determined, at our discretion, to prohibit use of some specific products and services, including, but not limited to, the Restricted Person.

We may implement controls to restrict access to the products and services from any jurisdiction prohibited pursuant to these Terms, including automatically blocking a user from accessing or viewing such products and services.

5.3. Platform Account Information and KYC: Upon registering for a Platform Account with Excellar International, you will be subject to both initial and ongoing KYC screening and diligence and will be required to provide accurate, complete, and up-to-date information. This information may include, but is not limited to, your name, address, contact details, tax identification number, incorporation documents, and information about your authorized representative, such as their name, title, and contact information. The institution and its representative agree to promptly update any Platform Account information if there are changes or if Excellar International requests it.

5.4. Platform Account Security: The institution and its representative are responsible for maintaining the confidentiality of their Platform Account credentials, including their username, password, personal identification numbers (PINs) and other access codes that they use to access. They must take reasonable steps to protect the security of their Platform Account and prevent unauthorized access or use. This includes, but is not limited to, using strong and unique passwords, enabling two-factor authentication (2FA), and securing the devices used to access the account. The institution and its representative agree to notify Excellar International immediately of any unauthorized access or use of their account, or any other security breach they become aware of. Excellar International will not be liable for any loss or damage resulting from the institution’s or representative’s failure to comply with these account security requirements.

We shall not bear any liability for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We recommend the regular use of reliable virus and malware screening and prevention software. If you question the authenticity of a communication purporting to be from Excellar, you should login to your Platform Account directly through the services website or related mobile application, if any, and not by clicking links contained in emails.

6. Privacy Policy

6.1. Overview: Excellar International is committed to protecting the privacy and security of your personal and institutional information. Our Privacy Policy explains how we collect, use, store, and disclose your information when you access or use the Platform or XUSD. By agreeing to these Terms, you also agree to the terms of our Privacy Policy, which is incorporated herein by reference.

6.2. Information Collection: When you register for an account, access, or use our services, we may collect various types of information, including personal information, institutional information, and transactional information. This may include, but is not limited to, your name, contact details, identification information, information about your institution, and details about your transactions on the Platform.

6.3. Information Use: We use your information to provide, maintain, and improve our services, to communicate with you, to comply with legal and regulatory requirements, and for other purposes as described in our Privacy Policy.

6.4. Information Sharing: We may share your information with third parties in certain circumstances, such as vendors who help us provide our services, when required by law, to protect our rights or the rights of others, or with your consent. We may also share your information with our service providers, who are required to protect your information in accordance with our Privacy Policy.

6.5. Data Security: We take reasonable measures to protect your information from unauthorized access, use, or disclosure. This includes implementing technical, administrative, and physical security measures designed to safeguard your information.

6.6. Data Retention: We retain your information for as long as necessary to fulfill the purposes for which it was collected, to comply with legal and regulatory requirements, and to resolve disputes and enforce our agreements.

6.7. Your Rights: You have certain rights regarding your personal information, subject to applicable law. These may include the right to access, update, correct, or delete your information, as well as the right to object to, restrict, or withdraw your consent for certain processing activities. To exercise your rights or to learn more about our Privacy Policy, please contact us at [email protected].

6.8. International Transfers: Your information may be transferred to, stored, and processed in countries other than your own, where data protection laws may differ. By using our services, you consent to the transfer of your information to countries outside of your jurisdiction.

6.9. Changes to Privacy Policy: We may update our Privacy Policy from time to time. We will notify you of any significant changes by posting a notice on our website or through other appropriate means. Your continued use of our services after any such changes constitutes your acceptance of the updated Privacy Policy. If you do not agree to any changes in the Privacy Policy, you must stop using our services.

7. Services

7.1. Primary Users: Users who are approved by and onboarded with Excellar International for a Platform Account, and consequently have direct access to purchase and redeem XUSD directly from Excellar International, participate in the Yield Offering, or use the Wallet, subject to local restrictions and requirements. These users have access to the Platform in the form of web access or via an API. Primary Users are Platform Account owners of XUSD SA for the purposes of the SAC Act.

7.2. Secondary Users: Users who acquired their XUSD via the secondary market, such as a pool in Curve or other DeFi applications or have been transferred XUSD by another holder. Secondary Users do not have access to purchase or redeem XUSD directly with Excellar International, nor are they eligible for rewards, until they open and are approved for a Platform Account. Alternatively, Secondary Users can choose to swap their XUSD to other users in the secondary market; however, Excellar International does not directly control secondary market pricing and does not guarantee that users can swap their XUSD at par in the secondary market. Secondary Users are not Platform Account owners of XUSD SA for the purposes of the SAC Act.

7.3. XUSD: Excellar International acting on behalf of XUSD SA issues XUSD. Primary Users can purchase, hold, and redeem XUSD on the Platform. Primary Users can redeem XUSD at a US$1 price in the Platform, plus applicable third-party fees. Secondary Users cannot redeem XUSD unless they have gone through to onboarding process to be a Primary User. XUSD are contractually linked to XUSD SA.

7.4. Platform: The portal accessible through our website that allows Primary Users to purchase and redeem XUSD, as well as the API version with the same functionality. Via the portal, you will have access to a Platform Account containing information regarding your balances, type and amount of your Supported Digital Assets upon connecting the compatible Wallet. Transactions and their associated data are recorded on the respective blockchain.

7.5. XUSD Rewards: The reward rate set for XUSD (as may be changed from time to time by Excellar International at its sole discretion) will be set out on the Platform. The reward amount is calculated based on the reward rate and amount of time a Primary User holds XUSD.

You will not be entitled to receive any interest or other fees on any XUSD held in your Platform Account other than the rewards as set out in this paragraph which are only available to Primary Users, even if we receive interest or other amounts from any third parties on the XUSD Reserves held. You acknowledge and agree that interest or other amounts earned in respect of the XUSD Reserves that do not form part of the rewards as set out in this paragraph is paid to Excellar International as a management fee and no XUSD holder has an entitlement to such amounts.

Only Primary Users with whitelisted Wallet addresses are eligible for reward distribution. Secondary Users are not eligible for reward distribution.

To ensure fair distribution of rewards, Excellar will account for the fraction of a day holders have their XUSD using a block-by-block calculation, then distribute the rewards accordingly.

• holding_period is calculated as the number of blocks XUSD is held over 24 hours.

• reward_rate is set by Excellar based on the market environment and underlying assets. For example, a reward_rate of 0.013368% is equivalent to a 5% APY: (1 + 5%)^1/365 - 1 = 0.013368%

• Reward calculation is done throughout the day upon any change in balance as balance * reward_rate * holding_period. The calculated reward is "checkpointed", i.e. stored in the smart contract as the amount owed to the respective holder until explicitly claimed by the said holder.

7.6. Bridged XUSD: Excellar International does not offer bridged XUSD on other blockchains. We will take reasonable efforts to inform Users when new blockchain or bridge support is added.

7.7. Custody Services: Excellar International provides Wallets. For example, if, upon depositing USDC, a user explicitly requests Excellar International to hold their XUSD for them, the minted XUSD are transferred to the segregated account at our custody solution provider instead of being transferred to the user’s own Wallet. Excellar International does not have custody of Excellar International-issued user assets directly but instead integrates with the custody solution provider for any long-term safekeeping on behalf of users.

Your Hosted Wallet allows you to store, track, transfer, and manage your balances of XUSD. While you may generally withdraw your XUSD by sending them to an external blockchain address at any time, your ability to do so is subject to outages and downtime of the Excellar International website and our policies.

We do not store private key(s) directly. Instead, we store key material that requires custody solution provider to co-sign to produce the signature. This approach ensures private key(s) remains fragmented and inaccessible to any single party, requiring collaboration between both entities in order to successfully sign transactions.

All crypto transfers in the segregated wallet(s) are visible on-chain.

Furthermore, as a result of accepting USDC and other stablecoins for the purchase of XUSD and by virtue of the operations involving purchasing securities, a fraction of client deposits will be held as stablecoins (specifically USDC) in a segregated wallet for liquidity purposes; Excellar will set conservative liquidity buffers based on stress-scenario analysis to ensure sufficient liquidity in adverse conditions.

All interests in digital assets held in segregated wallet(s) are not property of Excellar International (or the XUSD SA) and are not subject to the claims of the Excellar International’s creditors.

None of the digital assets in segregated wallet(s) are the property of, or shall or may be loaned to, Excellar International (or the XUSD SA). Excellar International does not represent or treat said digital assets as belonging to Excellar International. Excellar International may not grant any security interest in said digital assets. Except as required by law, or except as provided herein, Excellar International will not sell, transfer, loan, hypothecate, or otherwise alienate digital assets in segregated wallet(s) unless instructed by you.

7.8. Digital asset transfers: When you or a third party sends Supported Digital Assets to a Hosted Wallet from an external wallet not hosted on Excellar International ("Inbound Transfers"), the person initiating the transfer is solely responsible for executing the transaction properly, which may include, among other things, payment of sufficient network fees for the transaction to be successful. Failure to pay such fees may cause an Inbound Transfer to remain in a pending state outside of Excellar International’s control, and we are not responsible for delays or losses incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such transactions. By initiating an Inbound Transfer, you attest that you are transacting in a Supported Digital Assets which conforms to the particular Hosted Wallet into which funds are directed. For example, if you select a Stellar wallet address to receive funds, you attest that you are initiating an Inbound Transfer of digital assets supported on Stellar alone, and not any other digital asset. Excellar International incurs no obligation whatsoever with regard to unsupported digital assets sent to an incompatible Hosted Wallet. Erroneously transmitted funds will be lost.

You agree, represent, and warrant that all Inbound Transfers are not the direct or indirect proceeds of any criminal or fraudulent activity. You further agree, represent, and warrant with respect to any digital asset you sell, transfer or deliver to Excellar International, (i) you are the lawful owner of such digital asset with good and marketable title thereto, and you have the absolute right to sell, assign, convey, transfer and deliver such digital asset. Such digital asset is free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights, (ii) you are the lawful owner of each Wallet address you provide to us and have good title thereto and (iii) each of your Wallets is owned and operated solely for your benefit, and no person, other than you, has any right, title or interest in any Wallet.

We reserve the right to investigate the source of any funds in your Platform Account and determine, in our sole discretion, how to handle their disposition. Such reviews may delay the settlement of these funds.

Following our review of any funds in question and the circumstances by which you received them, we may determine that you are not the owner of such funds. If such a determination is made, we reserve the right to dispose of these funds in accordance with applicable laws and regulations and in our sole discretion, which may include, but is not limited to, returning them to the destination of their origin.

When you send Supported Digital Assets from your Hosted Wallet to an external wallet ("Outbound Transfers" and together with Inbound Transfers, "Digital Asset Transfers"), such transfers are executed at your instruction by Excellar International. You should verify all transaction information prior to submitting instructions to us. Excellar International shall bear no liability or responsibility in the event you enter an incorrect blockchain destination address. We do not guarantee the identity or value received by a recipient of an Outbound Transfer.

Digital currency transfers cannot be reversed once they have been broadcast to the relevant blockchain, although they may be in a pending state and designated accordingly, while the transaction is processed by network operators. Excellar International does not control any blockchain or digital asset network and makes no guarantees that a Digital Asset Transfer will be confirmed by a digital asset network. Excellar International may refuse to process or cancel any pending Outbound Transfers as required by law or any court or other authority to which Excellar International is subject in any jurisdiction. Additionally, Excellar International may require you to wait some amount of time after completion of a Digital Asset Transfer before permitting you to use further products and services of Excellar International and/or before permitting you to engage in transactions beyond certain volume limits.

By using any of the products and services provided by Excellar International, you acknowledge and agree that the availability and functionality of these products and services may be subject to limitations, delays, and other issues inherent in the use of blockchain technology and digital assets. Excellar International is not responsible for any losses or damages arising from such issues, and your use of our products and services is at your own risk.

7.9. Limitations: By using the services provided by Excellar International, you acknowledge and agree that the availability and functionality of these products and services may be subject to limitations, delays, and other issues inherent in the use of blockchain technology, digital assets, compliance and speed of services of vendors, especially financial partners. Excellar International is not responsible for any losses or damages arising from such issues, and your use of our products and services is at your own risk.

7.10. Availability: Excellar International strives to provide consistent and reliable access to our products and services. However, we cannot guarantee that our products and services will be available at all times, without interruption, or that they will always function as intended. By using our products and services, you acknowledge and accept the risk of potential service disruptions or unavailability.

8. Fees and Charges

8.1. Fee Structure: Excellar International will charge a management fee as a portion of the gross returns of the underlying assets of your XUSD as held in XUSD SA. Excellar International endeavors to provide transparency in its fee structure by ensuring that all fees, including those charged by Excellar International and any applicable partners, are netted from the yield quoted to users. By using our services, you acknowledge and agree that the yield displayed to you already accounts for these fees, providing a clear understanding of the net yield you can expect.

8.2. Fee Changes: Excellar International reserves the right to change fees on a daily basis, in line with market conditions.

8.3. Third-Party Fees: Excellar International passes through transactional fees to users. This can include transfer fees related to blockchain transactions, as well as banking fees.

9. Transactions

9.1. Transaction Limits: To ensure the security and compliance of our Platform, Excellar International reserves the right to impose transaction limits for users. Higher transaction limits can be requested by submitting an application through the Platform. Please note that any increase in transaction limit is subject to further due diligence by Excellar International. We reserve the right to approve or deny such requests at our sole discretion, based on the results of our assessment and compliance with our internal policies and applicable regulations

By using our services, you acknowledge and agree to abide by these limitations.

9.2. Transaction Processing: Excellar International is committed to providing efficient transaction processing for our users. However, processing times may vary depending on various factors, including the blockchain network’s congestion, transaction complexity, and required confirmation or settlement. While we strive to facilitate transactions promptly, we cannot guarantee immediate processing or completion of transactions. All on-chain transactions will be recorded on the respective blockchains. You cannot cancel, reverse, or change any transaction marked as complete or pending.

9.3. Transactions and compliance with eligibility: Excellar International reserves the right to monitor and investigate any transactions or activities involving XUSD to ensure compliance with the eligibility restrictions established in section 5.

9.4. Withdrawal and Liquidity Service Level Agreements ("SLA"): Excellar International maintains sufficient liquidity to facilitate 24/7 standard redemptions, ensuring that routine withdrawals are processed without interruption. However, in the event of a substantial redemption request, users will be subject to a T+2 business day withdrawal SLA. This SLA does not supersede delays required for Excellar International to comply with regulatory or compliance obligations and also depends on the operational availability of our financial partners.

9.5. Transaction Errors: Users are responsible for ensuring the accuracy of transaction details, including recipient addresses, amounts, and digital asset types. Excellar International is not liable for any losses or damages resulting from user errors or inaccurate transaction information. Once a transaction has been initiated, it cannot be reversed, refunded or modified. Please verify all transaction details before submitting them for processing.

9.6. Compliance Checks: Excellar International monitors and may review transactions to ensure compliance with our policies, as well as applicable laws and regulations, and you expressly consent to such monitoring and review. We reserve the right to delay, suspend, or cancel transactions that we suspect may involve illegal or fraudulent activities or that violate our terms and conditions. In such cases, we may be required to report the transaction to the relevant authorities.

10. Platform Account Termination and Suspension

10.1. Suspension, freeze and forfeiture by Excellar International and Smart Contracts: We reserve the right to freeze and restrict access to your Platform Account or even cause a forfeiture on a Platform Account holder’s asset, revoking access to the Excellar API and Excellar Marks and our services at any time, without notice, for reasons including but not limited to suspected violation of our terms and conditions, high-risk or unlawfully-owned wallet, non-compliance with applicable laws and regulations, or involvement in any illegal or fraudulent activities. During the suspension period, you may not be able to access or manage your Platform Account or digital assets. Excellar has implemented technical controls in the relevant smart contracts for XUSD that allow them to freeze XUSD effectively at-will, and to forcibly redeem XUSD and direct proceeds to an account of their choosing.

10.2. Termination by Excellar International: Excellar International reserves the right to consolidate your Platform Account if you have more than one, terminate your Platform Account and access to our services, or revoke access to Excellar API and Excellar Marks at our sole discretion. Reasons for termination may include but are not limited to, breach of these Terms, a winding up or other order in insolvency proceedings made in relation to a user, failure to comply with applicable laws and regulations, or suspected involvement in any illegal or fraudulent activities.

10.3. Termination by user: You may terminate this agreement at any time by closing your Platform Account in accordance with these Terms. Upon termination of this agreement for any reason all licenses and rights granted to you under these Terms will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the Excellar API and Excellar Marks. In order to do so, you should contact us at [email protected], who will assist you in closing your Excellar account. You may not terminate your Platform Account if Excellar believes, in its sole discretion, that such closure is being performed in an effort to evade a court order or legal or regulatory investigation or to avoid paying any amounts otherwise due to Excellar.

10.4. Consequences of Termination: Upon Platform Account termination, such users ("Terminated User") will lose access to all services and features provided by the Platform. Excellar International will not be liable for any losses, damages, or consequences resulting from Platform Account termination. Further, Excellar International shall have the irrevocable option binding upon the Terminated User and any liquidator, receiver or manager thereof, exercisable at any time after termination, to repurchase all of XUSD held by the Terminated User in such user’s Wallet for fair value as determined by Excellar International (including, for the avoidance of doubt, a nominal amount). The said option shall be exercisable by Excellar International by notice in writing by Excellar International to the Terminated User.

Within 30 business days of the determination by Excellar International of the amount for which XUSD of the Terminated User shall be repurchased, provided that such repurchase is permissible under compliance regulation and legislation applicable to Excellar International, Excellar International shall pay a sum in such amount to the Terminated User. If Excellar International determines that payment is not permissible under compliance regulation and legislation applicable to Excellar International, XUSD shall be cancelled and any value associated therewith shall be transferred to the general account of Excellar International. The XUSD SA may continue despite an event of default by a Terminated User (or a suspended user) provided that Excellar International makes arrangements to fund any shortfall to the XUSD SA so that Excellar International and XUSD SA remain in compliance with their obligations under the SAC Act, the DAB Act and any applicable regulation or legislation.

In the event that you or Excellar terminates this agreement or your access to the services, or cancels your Excellar account, you remain liable for all activity conducted on or with your Platform Account while it was active and for all amounts due hereunder.

10.5. Sanctions for termination due to violation of Terms: In the event that Excellar terminates this agreement due to the user’s violation of the prohibition against transferring or rehypothecating XUSD to any U.S. Person or Restricted Person, or any key compliance provisions of this agreement, the user may face the forfeiture of their XUSD or corresponding collateral, sufficient to satisfy any indemnities arising under this agreement. In this way, you irrevocably appoint Excellar as escrow agent in connection with the disposition of such funds in event of a breach.

11. User Responsibilities

11.1. Compliance with local laws: Users are responsible for complying with all local laws in their specific jurisdiction and any jurisdiction in which they do business (including, without limitation, through provision of an Application to end-users in such jurisdictions, or in their capacity as Secondary Users), including financial, tax, and other legal obligations related to their use of our services.

11.2. Compliance with restricted products: If you are a user in a Supported Jurisdiction referenced in these Terms, you accept and agree that you shall not attempt to access or otherwise engage in any products and services that have been restricted in accordance with these Terms. A breach of this restriction constitutes a breach of these Terms and we may at our sole discretion terminate your Platform Account in accordance with these Terms.

11.3. Prohibited Activities: Users of Excellar International’s services are prohibited from engaging in any illegal, fraudulent, or malicious activities. This includes, but is not limited to, money laundering, financing of terrorism, illegal gambling, fraud, blackmail, extortion, ransomware, or any other activities that violate applicable laws, regulations, or our terms and conditions. Excellar International reserves the right to monitor and investigate any suspicious activities and may take appropriate action, including Platform Account suspension or termination, and reporting to the relevant authorities.

11.4. User Responsibility for Account Security: Users are solely responsible for maintaining the security and confidentiality of their Platform Account information, including login credentials and any other sensitive information related to their Platform Account. You must promptly notify us of any unauthorized access to or use of your Platform Account or any other security breach. Excellar International is not responsible for any losses or damages resulting from unauthorized access to your Platform Account or the use of our services by unauthorized parties.

11.5. Reliance: You will be bound by, and hereby authorize us, directly or through a third party, to accept and rely on, any agreements, instructions, orders, authorizations and any other actions made, provided or taken by anyone who has accessed or used your Platform Account regardless of whether the access is authorized or unauthorized.

12. Security and Fraud Prevention

12.1. Security: Excellar International uses industry-standard measures to protect your accounts and assets, including encryption, multi-factor authentication, and regular security audits, to protect your Platform Account and digital assets from unauthorized access, loss, or theft.

12.2. Fraud Prevention: Excellar International actively monitors for signs of fraud and suspicious activities on our Platform. We may implement various tools and processes to detect and prevent fraudulent activities, such as transaction monitoring, user behavior analysis, and identity verification. If we detect any suspicious activities or transactions, we may take appropriate action, including freezing the affected accounts, blocking transactions, or reporting the incident to the relevant authorities.

13. Risk Factors

13.1. XUSD Reserves Risk: XUSD Reserves are held in liquid, low-risk instruments. Market fluctuations, reduced market liquidity, defaults, or other factors could lead to loss of collateral value. XUSD Reserves held to our account for and on behalf of eligible users equal in value to XUSD held by users, may be lost or inaccessible to users due to various factors including, without limitation, discovery of wrongful conduct, market manipulation, physical or digital attacks, insolvency of Excellar International and other factors outside of our control.

13.2. Blockchain-Related Risk: The use of blockchain technology entails inherent risks, such as irreversible transactions, which may lead to permanent loss of assets in cases of errors or unauthorized transactions.

13.3. Fork Risk: The permissionless nature of blockchains means that existing supported blockchains may fork. Excellar International will inform users in advance in case new forks are supported, so that users can track the blockchains where ownership of assets continues to be supported for redemptions.

13.4. Smart Contract Risk: Smart contracts used on the Platform may contain vulnerabilities or unforeseen issues that could result in asset loss or disruptions to our products and services. Excellar International has taken steps to mitigate such risks, including audits and monitoring, but no smart contract is risk free.

You acknowledge and agree that all transactions accessed through the blockchain-based networks will be automatically processed using one or more smart contracts. By engaging in transactions using our products and services, you acknowledge and consent to the automatic processing of all transactions in connection with using the products and services. You further acknowledge and agree that the applicable smart contract will dictate how the funds of a transaction and ownership of cryptoassets are distributed.

13.5. Self-Custody Risk: You understand and agree that you are solely responsible for maintaining the security of your self-custodial Wallet. You alone are responsible for securing your private keys. We do not have access to your private keys. Any unauthorized access to your self-custodial Wallet by third parties could result in the loss or theft of any cryptoasset or funds held in your Platform Account and any associated accounts. You understand and agree that we have no involvement in, and you will not hold us responsible for managing and maintaining the security of your self-custodial Wallet. The private key associated with the self-custodial Wallet address from which you transfer cryptoassets or the private key associated is the only private key that can control the cryptoassets you transfer into the smart contracts.

13.6. Liquidity and Listing Risk: Market fluctuations, changes in listing status, or other factors may impact the liquidity and value of digital assets held in your account.

13.7. Legal Risk: Changes in laws or regulations in your jurisdiction or internationally may impact your ability to use our products and services or the legal status of your digital assets.

13.8. Regulatory Changes: Any digital asset such as XUSD may decrease in value or lose all of its value due to legislative or regulatory activity, or other governmental or regulatory action. Governmental and regulatory authority regulation of digital assets is unsettled and rapidly evolving.

13.9. Counterparty Risk: Excellar partners with custodians, brokers, banks, onramps, etc. in its operations. Excellar conducts due diligence reviews on its financial partners and leverages regulated entities whenever possible. In the rare cases where Excellar determines that counterparties are facing potential risks, measures may be applied to mitigate placing XUSD Reserves at risk. These measures might include the temporary pausing of purchase and redemption of XUSD. Excellar establishes SLA with its financial partners; however, the uptime of services of such partners is not guaranteed. Excellar reserves the right to delay liquidity in the rare occurrences when partners’ services are interrupted.

13.10. Exchange risk: The loss or compromise of digital asset exchanges may result in the loss of your assets or disruptions to our products and services.

13.11. Banking Risk: Changes in banking relationships or regulations may impact the availability of our products and services, including the ability to deposit or withdraw fiat currency.

13.12. Trading Risk: Trading digital assets involves inherent risks, including market volatility, and may result in the loss of some or all of your assets.

13.13. No Deposit Insurance: Excellar International does not provide deposit insurance, and digital assets held in your Platform Account are not insured against loss.

13.14. Insurance: We have not obtained insurance coverage in respect of our business operations. Excellar International has not obtained insurance such as cyber or any other theft coverage to address losses that may arise as a result of the provision of any service or product Excellar International may offer.

13.15. Third Party Platform Risk: XUSD’s permissionless feature enables third party platforms to integrate without Excellar International’s consent. This may lead users to interacting with malicious contracts or contracts with security features that have not been assessed by Excellar International. Excellar International is not liable for losses related to the usage of third party platforms.

13.16. Blocked addresses, Blacklisting and Forfeited funds: Excellar International reserves the right to block certain XUSD addresses and freeze associated XUSD (temporarily or permanently) if it determines, in its sole discretion, that they may be associated with illegal activity or activity violating these Terms. If you send or receive XUSD to/from a blocked or blacklisted address, Excellar International may freeze XUSD and take steps to suspend or terminate your XUSD account. In certain cases, Excellar International may report suspected illegal activity to law enforcement agencies, which could result in the forfeiture of rights associated with your XUSD, including redemption for USD. Excellar International may also be required to freeze XUSD or surrender associated USD if mandated by a legal order from a valid government authority.

13.17. Termination Risk: You may be unable to withdraw or transfer XUSD prior to our termination of any products and services or your access to your account, in each case, resulting in the loss of any XUSD remaining in your Hosted Wallet.

13.18. Inaccuracies Risk: Any XUSD may be lost if sent to the wrong address (for example, but without limitation, if the address is improperly formatted, contains errors, or is intended to be used for a different type of digital asset). Any XUSD may be lost if sent to a correct address, but the recipient does not act as intended. Your transaction request or email to us or via the Platform may be lost, intercepted or altered during transmission.

There are various risks you assume in relying on any text, graphics, user interfaces, information, data, tools, products, services, and other content (collectively, the "Content") provided by Excellar International via the Platform, social media accounts of Excellar International or its officers ("Social Media Accounts"), or any other means, including:

i. All Content provided by us is for informational purposes only. Nothing on the Platform or Social Media Accounts is a recommendation that you purchase, sell, withdraw, or hold XUSD or that you pursue any strategy in respect of XUSD. Nothing on the Platform or Social Media Accounts is intended to be, and you should not consider any of the Content provided to be, trading, investment, accounting, tax, legal, or professional advice of any kind;

ii. The Content speaks only as of the date indicated, if any;

iii. We make reasonable efforts to provide accurate Content, but at times we may not promptly update or correct the Platform or Social Media Accounts, even if we are aware it is inaccurate, outdated, or otherwise inappropriate;

iv. We may change all or any portion of the Platform at any time without notice to you;

v. You agree that we are not liable for any action you take or decision you make in reliance on any Content;

vi. All or any portion of the Platform may not be available and may not function properly at any time.

vii. We make reasonable efforts and employ appropriate safeguards to avoid technological problems, but at any time, the Platform may have and may cause technological problems such as viruses and other damaging computer programming routines or engines;

viii. We are not liable for any problems or issues affecting the software, networks, protocols, systems, and other technology including, any blockchain which has not been created by or for us, and used to create, issue, transfer, cancel, use or transact in XUSD;

ix. We take reasonable security precautions when using the Internet, telephone, or other means to transport data or other communications, but disclaim liability for any interception of data or communications;

x. We are not liable for damage or injury caused by the performance or failure of performance of all or any portion of the Site or App; or

xi. We are not liable for any defects, delays, or errors in or resulting from your use of the Platform.

Secondary Users are not Platform Account owners: Secondary Users can choose to swap their XUSD to other users in the secondary market; however, Excellar International does not directly control secondary market pricing and does not guarantee that users can swap their XUSD at par in the secondary market. Secondary Users do not have a direct claim on the assets in the XUSD SA as they are not Platform Account owners of XUSD SA, and consequently have no rights as such under the SAC Act.

14. Prohibited Transactions

14.1. List of Prohibited Transactions: In connection with your holding or use of XUSD or, if you are a Primary User, your Platform Account and related services, you agree not to engage in the following activities:

i. Violate any applicable law, statute, ordinance, or regulation.

ii. Intentionally defraud Excellar International or other users.

iii. Provide false, inaccurate, or misleading information.

iv. Participate in any transaction involving the proceeds of illegal activity.

v. Knowingly sell, transfer or rehypothecate XUSD to U.S. persons.

vi. Take any action that interferes with, intercepts, or expropriates any system, data, or information;

vii. Transmit or upload any virus, worm, or other malicious software or program;

viii. Attempt to gain unauthorized access to other Excellar accounts, the Excellar website, or any related networks or systems;

ix. Use the services on behalf of any third party or otherwise act as an intermediary between Excellar and any third parties, except through the integration of our API into Applications, and only then upon written consent of Excellar and otherwise in compliance with these Terms and Excellar API license;

x. Collect any User information from other Excellar Users, including, without limitation, email addresses;

xi. Defame, harass, or violate the privacy or intellectual property rights of Excellar or any other Excellar Users; or

xii. Upload, display or transmit any messages, photos, videos or other media that contain illegal goods, violent, obscene or copyrighted images or materials.

14.2. Transactions object of monitoring: Using XUSD for transactions related to the following is prohibited, and Excellar International reserves the right to monitor and, if appropriate, block or otherwise prevent transactions that relate to:

i. Restricted Person and U.S. persons, as defined in these Terms;

ii. Weapons, controlled substances, gambling activities, adult content and pornography, or money-laundering/terrorist financing;

iii. Ponzi schemes, pyramid schemes, or multi-level marketing programs;

iv. Goods or services that infringe on copyright, trademark, or proprietary rights;

v. Credit repair services or other services that may present consumer protection risks;

vi. Court-ordered payments, structured settlements, tax payments, or tax settlements;

vii. Unlicensed money transmitter activity, layaway systems, or annuities;

viii. Cash intensive businesses;

ix. Counterfeit goods or fraudulent activities, such as wash trading or market manipulation; or

x. Purchasing goods from "darknet" markets or any other service or website that acts as a marketplace for illegal goods.

xi. Wash trading, front-running, insider trading, market manipulation or other forms of market-based fraud or deceit;

Any other matters, goods, or services that from time to time we communicate to you that are unacceptable and which, for example, may be restricted by our and your financial institution or payment partners.

14.3. Sanctions: If Excellar International learns you are engaging in any prohibited transactions under this Section or any applicable law, it will be considered a violation of these Terms and may result in the suspension or termination of your Platform Account, the forfeiture of any funds otherwise eligible for redemption, or forfeiture of your XUSD entirely. Excellar International may also be required by law to inform authorities about such transactions and follow court orders regarding information and assets held in the account.

15. Insufficient Funds

If a payment made to tokenize USD for XUSD is reversed after the tokenization is completed, Excellar International reserves the right to: (i) retroactively cancel the tokenization and deduct XUSD from your Platform Account, (ii) deduct such amounts from future XUSD issuances or receipts, (iii) suspend your Platform Account until resolved, and (iv) pursue legal action or any other means of recovery available. You grant Excellar International the right to block transactions involving XUSD from your Platform Account and set off any fees or amounts owed against funds held on your behalf.

In case Excellar International engages a third party for recovery of funds owed by you, you will be responsible for any fees or expenses incurred, including collection fees, legal fees, or convenience fees charged by third parties. You agree that communication regarding funds owed or a delinquent account will be made by email or phone, either by Excellar International or a third party acting on its behalf. Note that engaging third parties for debt recovery may negatively impact your credit.

16. Third-Party Services and Links

16.1. Use of Third-Party Services: The Platform may integrate with or provide access to various third-party services, tools, or platforms to enhance the user experience and provide additional functionality. By using these third-party services, you agree to their respective terms and conditions, privacy policies, and any other applicable agreements.

16.2. No Endorsement: The integration or provision of access to third-party services does not constitute an endorsement, guarantee, or recommendation by Excellar International. We are not responsible for the content, accuracy, reliability, or performance of these third-party services.

16.3. Risks and Liability: You acknowledge that the use of third-party services may involve risks, including security, data privacy, or other risks, and that Excellar International shall not be liable for any losses, damages, or other consequences arising from your use of such services.

16.4. Third-Party Links: Our Platform or communications may contain links to external websites or resources operated by third parties. These links are provided for your convenience and reference only, and Excellar International is not responsible for the content, accuracy, or security of these external websites. Accessing and using these external websites is at your own risk, and Excellar International shall not be liable for any losses or damages resulting from your use of these websites.

17. No Investment Advice

Please note that Excellar International does not provide any investment advice, tax advice, legal advice or recommendations regarding the purchase, sale, or holding of XUSD or any other asset or underlying collateral assets.

All decisions to buy, sell, or hold digital assets are solely the responsibility of the user. Users should conduct their own research, seek professional advice, and carefully consider the risks associated with digital asset transactions before making any decisions. The information provided on this website or any third party sites does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the website’s content as such.

18. Representations and Warranties

By using Excellar International’s services, whether as a Primary User or Secondary User you represent and warrant the following:

18.1. Legal Capacity: You have the legal capacity and authority to enter into and be bound by these Terms, and if you are representing an institution, you have the authority to bind the institution to these Terms.

18.2. Compliance with Laws: You will comply with all applicable laws, regulations, and rules in your jurisdiction, including those related to financial transactions, taxes, and anti-money laundering.

18.3. Accurate Information: All information you provide to Excellar International, including your registration and Platform Account information, is true, accurate, and complete, and you will promptly update any changes to this information.

18.4. No Conflicts: Your use of Excellar International’s services does not conflict with or violate any agreements, contracts, or obligations you have with any third parties.

18.5. No Illegal Activities: You will not use Excellar International’s services for any illegal or unauthorized activities, including, but not limited to, money laundering, terrorism financing, or other criminal activities.

18.6. No Infringement: You will not infringe upon any intellectual property rights, privacy rights, or other rights of Excellar International or any third party in connection with your use of our services.

18.7. No Misrepresentation: You will not impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity, in connection with your use of Excellar International’s services.

18.8. No Security Interests: You shall not create any security interest (meaning any mortgage, charge, pledge, hypothecation, lien, assignment, title retention, option, right of set off, trust arrangement or other security interest and any other preferential right or agreement to confer security) in respect of XUSD without prior written consent of Excellar International, other than the use of XUSD in connection with smart-contract operated, disintermediated financial tools available on a public blockchain.

18.9. Not a Restricted Person: You confirm that you are not a Restricted Person, not are you purchasing XUSD for or on behalf of a Restricted Person.

18.10. Consent to comply with applicable laws and jurisdictional restrictions in transfers or rehypothecate XUSD: You, as an institution or your representative(s), agree that you will consent and comply with all laws applicable to any transfer or rehypothecate XUSD, ensuring that such actions do not involve any U.S. Person or Restricted Person, consenting to be object of sanctions and imposed indemnification in case of violation of these actions, according to section 10.5. of these Terms.

18.11. Consent of compliance with end-users: You, as an institution or your representative(s), agree with the requirement to developed a robust and equivalent diligence process similar to Excellar, adhering to internal KYC policies and procedures for your customers (Secondary Users or end-users) of Excellar API, consenting to monitor, inspect and control over the end-users to comply with these Terms, and in particularly concerning the prohibition against selling, transferring, or rehypothecating XUSD to any U.S. Person or any Restricted Person.

By using our services, you acknowledge that Excellar International relies on these representations and warranties in providing our services to you, and that any breach of these representations and warranties may result in Platform Account suspension, termination, or other consequences as determined by Excellar International at our sole discretion.

19. Disclaimer of Warranties, Limitation of Liability, Indemnification, and Release

19.1. Disclaimer of Warranties: Excellar International’s services are provided on an "as is" and "as available" basis, without any warranties or representations, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Excellar International does not warrant that our services will be uninterrupted, timely, secure, error-free, or free from viruses, bugs, or other harmful components. Your use of our services is at your own risk and discretion.

19.2. Limitation of Liability: As set out above, the liability of Excellar International to you for the performance and discharge of Excellar International’s obligations in respect of XUSD held by you (whether arising under these Terms or otherwise) shall be limited to and payable solely from the assets held in XUSD SA and you shall have recourse to only the assets of XUSD in respect of any claim, action, demand or right against Excellar International or XUSD SA arising under the provisions of these Terms. Further, to the fullest extent permitted by applicable law, Excellar International and its affiliates (including XUSD SA), directors, officers, employees, services providers, representatives, agents, and licensors shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, resulting from your use of our services, even if Excellar International has been advised of the possibility of such damages, whether based on contract, tort, negligence, strict liability, or otherwise, resulting from: (i) the use or the inability to use the services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the services; (iii) unauthorized access to or alteration of your transmissions or data; or (iv) any other matter relating to the services.

19.3. Indemnification: You agree to indemnify, defend, and hold harmless Excellar International, its affiliates (including XUSD SA), directors, officers, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to or use of our services, your violation of these Terms or any other Excellar agreement, or your infringement of any intellectual property or other rights of Excellar International or any third party.

By using Excellar International’s services, you acknowledge and agree to the disclaimers, limitations of liability, and indemnification provisions set forth in this chapter, and that they apply to the fullest extent permitted by applicable law.

For the purpose of this Section 19.3, the term "losses" means all net costs reasonably incurred by us or the other persons referred to in this Section which are the result of the matters set out in this Section 19.3 and which may relate to any claims, demands, causes of action, debt, cost, expense or other liability, including reasonable legal fees (without duplication).

19.4. Release: If you have a dispute with one or more Users or third parties, you release Excellar (and its affiliates and service providers, and each of their officers, directors, agents, joint ventures, employees and representatives) from all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

20. Taxes

Excellar will maintain a record of your transaction history, which you will be able to access through your Platform Account for purposes of making any required tax filings or payments, but it is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and to collect, report, and remit the correct tax to the appropriate tax authority. Excellar will make any tax withholdings or filings that we are required by law to make, but Excellar is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction.

21. Governing Law and Jurisdiction

These Terms shall be governed and interpreted under the laws of Bermuda, excluding its conflict of laws principles. These Terms shall also be interpreted in accordance with the SAC Act and the DAB Act. If any conflict or inconsistency arises between these Terms and the SAC Act and the DAB Act, the provisions of the SAC Act and the DAB Act will take precedence. You agree to submit to the exclusive jurisdiction of the courts of Bermuda for the resolution of any disputes or claims related to these Terms or your use of Excellar International’s services.

Excellar International is committed to complying with all relevant laws and regulations, including those pertaining to anti-money laundering (AML) and counter-terrorism financing. Our compliance efforts encompass guidelines and sanctions from various authorities, such as BMA, the OFAC, Her Majesty’s Treasury List, CFSP Sanctions, the FinCEN, the United Nations Security Council, the Financial Intelligence Agency, international regulators, and other applicable AML, anti-corruption, and economic sanctions laws. We have designed our policies and procedures to ensure adherence to these legal frameworks, maintaining the highest levels of transparency, security, and integrity. Users are also required to abide by these legal requirements and collaborate with Excellar International in upholding a compliant and secure platform.

22. Dispute Resolution

22.1. Informal Resolution: If any dispute arises between you and Excellar International in connection with these Terms or your use of our services, both parties shall first attempt to resolve the dispute informally through good faith negotiations.

22.2. Arbitration: In the event that the parties cannot resolve the dispute informally, the dispute shall be settled by binding arbitration in accordance with the rules of the arbitration body selected by Excellar International. The arbitration proceedings shall take place in Bermuda, and the language of the arbitration shall be English.

22.3. Class Action Waiver: You agree that any dispute resolution proceedings, including arbitration, will be conducted only on an individual basis and not in a class, consolidated, or representative action. You hereby waive any right to participate in any class action or class-wide arbitration against Excellar International related to any claim or dispute.

23. Proprietary Rights

23.1. Ownership of Services; License Grant: As between you and us, the products and services, the Platform and all technology, content, data and other materials used, displayed or provided or received by you in connection with the products and services and the Platform together with all intellectual property rights in any of the foregoing are owned by us. You may not copy, imitate, or use them without the prior written consent from us. Subject to the foregoing, and the additional terms and limitations set forth in Section 4 of these Terms with respect to the API, we hereby grant you a limited, non-transferable, non-exclusive license to access and use XUSD and our Platform conditioned on your compliance with these Terms, including without limitation your ongoing obligation to respond to our KYC and diligence requests.

23.2. Limitations: The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by Excellar, its licensors, or other providers of such material and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms permit you to use the services for your use only, subject to the following restrictions:

• You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Platform, except as it is created and owned by you.

• You must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

• No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by Excellar.

23.3. Feedback: You hereby assign to us all right, title and interest to any feedback, suggestions, ideas, or other information or materials regarding Excellar International or the products and services that you provide, whether by email, posting through the products and services or otherwise ("Feedback") together with all associated intellectual property rights. We will own all Feedback. You will not be entitled to, and hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.

23.4. User Content: You hereby grant a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any text, information, data, materials, images, or other content you provide to us using the products and services or submit or post to the Platform and that is not Feedback owned by us (the "User Content") to Excellar International. You represent and warrant that:

i. You own the User Content or have the right to grant the rights and licenses in these Terms; and

ii. the User Content, and use of the User Content by us as licensed herein, does not and will not violate, misappropriate or infringe on the rights of any third party.

At our sole discretion, we may remove any User Content from the Platform for any reason.

24. Miscellaneous

24.1. Entire agreement: These Terms, along with any additional terms and policies referenced herein, constitute the entire agreement between you and Excellar International with respect to your use of our services and supersede any prior agreements or understandings between the parties.

24.2. Severability: If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

24.3. Waiver: No waiver by Excellar International of any breach or default under these Terms shall be deemed a waiver of any subsequent breach or default.

24.4. Assignment: You may not assign or transfer any rights or obligations under these Terms without the prior written consent of Excellar International. Excellar International may freely assign or transfer its rights and obligations under these Terms.

24.5. Force Majeure: Excellar International shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, pandemics, power failures, internet disturbances, natural disasters, war, terrorism, labor disputes, or governmental actions.

24.6. Notices: All notices or other communications required or permitted under these Terms shall be in writing in the way established in section 25.

24.7. Potential Conflicts of Interest: You acknowledge and agree that we and our affiliates, shareholders, founders, principals, directors, officers, employees, and representatives or their respective affiliates (collectively, "Related Persons") may directly or indirectly use the products and services or engage in transactions involving XUSD for ourselves and themselves. You acknowledge and agree that we and Related Persons may have potential conflicts of interest. To the extent permitted by law, you hereby waive any claim against us or related parties alleging breach of fiduciary duties, conflict of interest, or other similar cause of action, relating to, in connection with, or arising out of our or any related parties directly or indirectly using the services or engaging in transactions involving XUSD.

24.8. Third Parties: Pursuant to the Contracts (Rights of Third Parties) Act 2016 of Bermuda, no third party has any rights under these Terms to enforce or enjoy the benefits of any terms of these Terms. For clarity, only Primary Users are Platform Account holders of XUSD SA and are therefore able to enforce or enjoy any benefits under these Terms, and Secondary Users have no such rights unless and until they have a whitelisted Wallet address which makes them a Primary User.

24.9. Changes to Products and Services: We may and at any time, modify or discontinue, temporarily or permanently, all or any portion of any products and services, at our discretion and without liability to you, with or without prior notice. Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination of products or services to a user shall remain in full force and effect and will service any termination of your access to products and services.

25. Electronic Notices

25.1. Consent to Electronic Delivery: You consent to receive all communications, agreements, documents, receipts, notices, and disclosures (collectively, "Communications") that we provide in connection with these Terms, your Platform Account or any products and services, including updates we make to these Terms in writing and electronically.

You agree that these Communications may be provided to you by us posting them via the Platform, by emailing them to you at the email address you provide, or by sending an SMS or text message to a mobile phone number that you provide. Your carrier’s normal, messaging, data, and other rates and fees may apply to any mobile Communications.

You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy.

You may also contact us to request additional electronic copies of Communications by sending an email to [email protected].

25.2. Withdrawal of Consent: If you opt for specific notice requirements, you may add an email address or your contact information to receive electronic communications. If not, you agree to be informed via the postings on the Platform and by reading the most up-to-date documentation available on the Platform. All of your transactions and balances can be reviewed in the Platform.

Under no circumstances will we provide paper copies of documents nor mail any documentation to you. If you decline or withdraw consent to receive electronic Communications, we may suspend or terminate your use of the products and services.

25.3. Updating Contact Information: It is your responsibility to keep your email address, mobile phone number and street address, as well as information regarding your authorized agent or representative, on file with us up to date.

If we send you an electronic Communication but you do not receive it because your email address or mobile phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, we will be deemed to have provided you full notice of the Communication.

You can update your email address, mobile phone number or street address at any time following the procedure for updating your profile on the Platform. We may require you to provide certain identity verification information in order to effectuate updates of your email address, mobile phone number or street address.

If your email address or mobile phone number becomes invalid such that electronic Communications sent to you by us are returned, we may deem your Platform Account to be inactive, and you may not be able to use our products and services until we receive a valid, working email address or mobile phone number from you.

26. Change of Control

In the event that Excellar is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

27. Amendments and Modifications

These Terms may be updated, amended, varied or modified by Excellar International from time to time. We will notify you of any significant update, amendment, variation or modification to these Terms by posting a notice on our website or through other appropriate means. In the event of a material update, amendment, variation or modification to these Terms, we will give you 30 days’ notice in advance by posting a notice on the Platform or through other appropriate means. By clicking "Accept" on the Platform when presented with the Terms updated, amended, varied or modified in accordance with this paragraph or your continued use of the Platform or XUSD after any such changes constitutes your acceptance of the updated, amended, varied or modified Terms. If you do not agree to any update, amendment, variation or modification to the Terms, you must stop using the Platform and XUSD immediately.

We may in our sole discretion make any non-material update, amendment, variation or modification to these Terms, including, to the fullest extent permitted by applicable law, any amendment, change, variation or modification to these Terms that does not impact your use of XUSD, the Platform and our products and services. Any such update, amendment, variation or modification will become effective immediately upon our giving notice through the Platform or through other appropriate means.

We may make an update, amendment, variation or modification to these terms without prior advance notice to you in the event that it is required, as determined by us in our sole discretion, for reasons of security, legality or regulatory compliance, including but not limited to for reasons of compliance with any law, regulation, order from a court of competent jurisdiction or direction from our regulator. Such changes will become immediately effective, and we will endeavor to notify you through the Platform or through other appropriate means as soon as possible thereafter.

We may update and change the Platform from time to time to reflect changes to our products and services, our users’ needs and our business priorities. We will try to give you reasonable notice of any material changes.

If you have any questions or concerns about these Terms or our products services, please contact us at [email protected].

28. Contact Information

If you have any questions or concerns regarding these Terms, or if you require any assistance or support related to our services, please feel free to contact us at [email protected].