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 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 Hosted 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 USDXLR 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 USDXLR and to obtain feedback and improve operations prior to a full launch of the Platform and USDXLR. As the Platform and USDXLR are in a test phase, users are advised to exercise caution when utilizing the Platform and USDXLR. 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 USDXLR.

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 USDXLR 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 USDXLR.

By registering for an account, accessing or using the Platform, or purchasing, holding, or using USDXLR, 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 USDXLR. If you do not agree with these Terms, you must not use the Platform or USDXLR.

In consideration of the mutual covenants and promises 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 USDXLR, 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 USDXLR and which have direct access to purchase and redeem USDXLR from Excellar International. These users have access to the Platform, in the form of web access or API access, to purchase and redeem USDXLR, 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 USDXLR who have acquired USDXLR solely in the secondary market, and consequently do not have access to purchase or redeem USDXLR 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).

"Hosted Wallet" means a custody wallet service provided by Excellar International pursuant to these Terms, where users' USDXLR are held in accounts under Excellar International's custody and control on behalf of the user. These Terms constitute the custody agreement between Excellar International and users for Hosted Wallet services.

"External Wallet" means a blockchain wallet controlled by a user (not by Excellar International), to which users may transfer USDXLR.

"Segregated Wallet" means the omnibus wallet accounts where reserve assets backing USDXLR are held separately from Excellar International's operational assets and are not available to Excellar International's creditors.

"Redeem" or "Redemption" means the process by which a Primary User converts USDXLR back to USDC at a 1:1 ratio (subject to applicable fees) through the Platform.

"Withdraw" or "Withdrawal" means the transfer of USDXLR from a Hosted Wallet to an External Wallet.

"USDXLR" 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).

"USDXLR 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 USDXLR 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 USDXLR (currently only USDC is accepted). Under no circumstance are USDXLR Reserves commingled with Excellar International operational assets either in its general account or any other segregated account.

"USDXLR SA" is the segregated account of Excellar International called "Excellar International USDXLR Segregated Account" being the segregated account of Excellar International holding the USDXLR 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 USDXLR.

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 USDXLR issued to you by Excellar International will be contractual interests linked to USDXLR SA. These Terms confer no rights to users other than the rights relating to USDXLR SA.

These Terms shall constitute the governing instrument of USDXLR SA and hereby set out the rights, obligations and interests you have with respect to USDXLR linked to the USDXLR 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 USDXLR SA solely in accordance with the Terms.

Each of Primary Users holding USDXLR linked to USDXLR 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 USDXLR 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 USDXLR held by you (whether arising under these Terms or otherwise) shall be limited to and payable solely from the assets held in USDXLR SA and you shall have recourse to only the assets of USDXLR SA in respect of any claim, action, demand or right against Excellar International or USDXLR SA arising under the provisions of these Terms.

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.

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.

4.3. Excellar API use restrictions: Except as expressly authorized under these Terms, you may not copy, modify, or create derivative works of the API; rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API; or reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API.

5. Account Registration

5.1. Eligibility: To be eligible to open a Platform Account with Excellar International and use our services, you must meet eligibility criteria including: being in a Supported Jurisdiction, being an institutional user (individual accounts are not supported), having the institution legally established and recognized, having an authorized representative with legal authority, not having had a previous suspended Platform Account, the representative being at least 18 years of age, not appearing on any sanctions lists, agreeing to legal use only, and agreeing to KYC screening and diligence.

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.

6. Privacy Policy

6.1. Privacy Policy: Please refer to our Privacy Policy available on our website for a detailed description of how we collect, use, protect, and disclose your information when you access or use the Platform or USDXLR. By agreeing to these Terms, you also agree to the terms of our Privacy Policy, which is incorporated herein by reference.

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 USDXLR directly from Excellar International, participate in the Yield Offering, or use the Wallet, subject to local restrictions and requirements.

7.2. Secondary Users: Users who acquired their USDXLR via the secondary market, such as a pool in Curve or other DeFi applications or have been transferred USDXLR by another holder. Secondary Users do not have access to purchase or redeem USDXLR directly with Excellar International.

7.3. USDXLR: Excellar International acting on behalf of USDXLR SA issues USDXLR. Primary Users can purchase, hold, and redeem USDXLR on the Platform. Primary Users can redeem USDXLR at a US$1 price in the Platform, plus applicable third-party fees.

8. Fees

Excellar International may charge fees for certain services or transactions as outlined on the Platform. Fees are subject to change, and users will be notified of any changes through the Platform or other appropriate means. By using our services, you agree to pay all applicable fees as disclosed.

9. Transactions

9.1. Transaction Limits: Excellar International may impose limitations on the transactions that users can execute through the Platform. Higher transaction limits can be requested by submitting an application through the Platform, subject to further due diligence.

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.

10. Platform Account Termination and Suspension

10.1. Suspension, freeze and forfeiture: 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.

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 financial, tax, and other legal obligations related to their use of our services.

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.

13. Risk Factors

Users should be aware of various risks including but not limited to: USDXLR Reserves Risk, Blockchain-Related Risk, Fork Risk, Smart Contract Risk, Self-Custody Risk, Liquidity and Listing Risk, Legal Risk, Regulatory Changes, Counterparty Risk, Exchange Risk, Banking Risk, Trading Risk, No Deposit Insurance, Insurance limitations, Third Party Platform Risk, Blocked addresses and Blacklisting risks, Termination Risk, and Inaccuracies Risk.

14. Prohibited Transactions

Users agree not to engage in activities that violate any applicable law, intentionally defraud Excellar International or other users, provide false information, participate in transactions involving proceeds of illegal activity, knowingly sell or transfer USDXLR to U.S. persons, or engage in any other prohibited activities as outlined in these Terms.

15. Insufficient Funds

If a payment made to tokenize USD for USDXLR is reversed after the tokenization is completed, Excellar International reserves the right to: (i) retroactively cancel the tokenization and deduct USDXLR from your Platform Account, (ii) deduct such amounts from future USDXLR issuances or receipts, (iii) suspend your Platform Account until resolved, and (iv) pursue legal action or any other means of recovery available.

16. Third-Party Services and Links

The Platform may integrate with or provide access to various third-party services, tools, or platforms to enhance the user experience. By using these third-party services, you agree to their respective terms and conditions, privacy policies, and any other applicable agreements. The integration or provision of access to third-party services does not constitute an endorsement, guarantee, or recommendation by Excellar International.

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 USDXLR or any other asset or underlying collateral assets. All decisions to buy, sell, or hold digital assets are solely the responsibility of the user.

18. Representations and Warranties

By using Excellar International's services, whether as a Primary User or Secondary User you represent and warrant that you have the legal capacity and authority to enter into and be bound by these Terms, you will comply with all applicable laws, all information you provide is true and accurate, your use of our services does not conflict with any third-party obligations, you will not use our services for illegal activities, and you are not a Restricted Person.

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.

19.2. Limitation of Liability: The liability of Excellar International to you shall be limited to and payable solely from the assets held in USDXLR SA.

19.3. Indemnification: You agree to indemnify, defend, and hold harmless Excellar International, its affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, or expenses arising out of or in any way connected with your access to or use of our services.

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.

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. 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.

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.

23. Proprietary Rights

23.1. Ownership of Services: 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.

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.

24.2. Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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.

24.5. Force Majeure: Excellar International shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control.

25. Electronic Notices

25.1. Consent to Electronic Delivery: You consent to receive all communications, agreements, documents, receipts, notices, and disclosures 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.

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.

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].