1. INTRODUCTION

Excellar** International SAC Ltd.** ("Excellar International", "we", "us", or "our") is an exempted company incorporated in Bermuda with company number 202403601, having its registered office at Crawford House, 50 Cedar Avenue, Hamilton, HM 11, Bermuda. Excellar International is registered as a segregated accounts company pursuant to the Segregated Account Companies Act 2000, as amended (the "SAC Act") of 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") under the Digital Asset Business Act 2018 of Bermuda and its related regulations, as amended (the "DAB Act"). The Class T License authorizes Excellar International to conduct digital assets business including issuing, selling or redeeming virtual coins, tokens or other forms of digital assets, and providing custodial Wallet services.

PLEASE READ THESE TERMS CAREFULLY before accessing or using our products and services or holding XLETH. By registering for an account, accessing or using the Platform, or purchasing, holding, or using XLETH, you acknowledge that you have read, understood, and agreed to be bound by these Terms. These Terms are subject to change, and you are encouraged to review them regularly. Your continued use of the Platform or XLETH after any changes constitutes acceptance of the modified Terms. If you do not agree with these Terms, you must not use the Platform or XLETH.

1.1 Test Phase Disclosure

The Platform is currently in the test phase and is being operated in accordance with the Class T License. As the Platform and XLETH are in a test phase, each is provided on an "as is" basis without warranties of any kind, and may contain defects or processes which require improvement.

IMPORTANT: As the Platform and XLETH are in a test phase, users are advised to exercise caution when utilizing them. Prior to enabling any transaction, you must review and acknowledge the Risk Disclosure Statement, which contains material risks associated with the products and services offered. 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 XLETH.

As a condition to its Class T License, Excellar International:

Is restricted from offering its services to retail clients; and

The total issuance volume of XLETH during the test phase is limited by the aggregate $800,000 (or its value equivalent) cap that applies to all activities across xlBTC/XLBTC, xlETH/XLETH, and xlUSD/XLUSD Segregated Accounts.

2. DEFINITIONS

In these Terms, unless the context otherwise requires, the following expressions shall have the following meanings:

"Account Daily Net Gain" means the Account's total net capital appreciation for a single day after reduction of the daily Management Fee.

"Account Loss Recovery Pool" means the single account-level record that tracks cumulative Account losses that must be recovered before Incentive Allocations are charged. This pool effectively tracks the Account's high-water mark on a daily basis.

"Account" means the XLETH SA.

"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.

"Business Day" means any day (other than a Saturday, Sunday or public holiday) on which banks are open for business in Bermuda.

"Cutoff Time" means 4:00 PM EST on any calendar day, being the deadline for subscription and redemption requests to be processed at that day's NAV.

"Delta-Neutral Offering" is the mechanism by which Primary Users with fully active Platform Accounts may, depending on jurisdiction, be eligible to accrue interest returns on their XLETH through delta-neutral strategies that aim to generate yield while maintaining Ether price exposure.

"Delta-Neutral Strategy" means an investment strategy designed to be neutral to price movements in Ether, while generating returns through various yield-generating activities.

"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.

"Feedback" means 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.

"Incentive Allocation" means the performance-based allocation payable to the Excellar General Account, calculated as set forth in Section 6.4.

"Incentive Allocation Calculation Period" means each calendar day, calculated at the NAV Calculation Time.

"Incentive Allocation Rate" means ten percent (10%) of Account Daily Net Gain, calculated only after the Account Loss Recovery Pool has been reduced to zero.

"Inter-account Lending" refers to the process by which XLETH SA may lend assets to other segregated accounts maintained by Excellar International through a lending agreement to ensure no commingling of assets between different segregated accounts and retain XLETH's bankruptcy-remoteness, for the purpose of enabling delta-neutral strategies across multiple asset classes. Such lending will be conducted in accordance with strict risk management protocols and will maintain the delta-neutral nature of the XLETH SA.

"KYC/AML Requirements" means all applicable know-your-customer and anti-money laundering laws, regulations, and policies.

"NAV Calculation Time" means 5:00 PM EST on each calendar day.

"Net Asset Value" or "NAV" means the value of the XLETH SA Assets less the XLETH SA Liabilities, calculated in accordance with the valuation policies established by the Board of Directors, divided by the total Tokens outstanding, calculated daily at the NAV Calculation Time in accordance with Section 6.

"Platform" is the portal accessible through our website that allows users to purchase and redeem XLETH, access and use of the Wallet, and claim rewards from the Delta-Neutral Offering, providing the sort of API documentation to incorporate these 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 XLETH and which have direct access to purchase and redeem XLETH from Excellar International. These users have access to the Platform, in the form of web access or API access, to purchase and redeem XLETH, use the Wallet, or collect rewards. Primary Users are Platform Account owners of XLETH SA for the purposes of the SAC Act.

"Redemption Transaction Costs" means the actual transaction costs incurred by the Account in liquidating positions to meet a redemption, including but not limited to: trading fees, bid-ask spreads, slippage, and market impact.

"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 XLETH who have acquired XLETH solely in the secondary market, and consequently do not have access to purchase or redeem XLETH directly from Excellar International, or the Delta-Neutral Offering, until they open and are approved for a Platform Account. Secondary Users are not Platform Account owners of XLETH SA for the purposes of the SAC Act and have no rights whatsoever with respect to XLETH SA.

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

"Supported Jurisdictions" means all jurisdictions that are not subject to the definition of Restricted Person.

"Token Holder" means any holder of Tokens, whether a Primary User or Secondary User.

"Tokens" or "XLETH" means XLETH tokens issued by Excellar International that represent a participation interest in the XLETH SA. All Tokens are fully fungible and identical, with uniform treatment regardless of acquisition date.

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

"User Content" means 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 that is not Feedback owned by us.

"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 XLETH, on chain segregated accounts, maintained by Excellar, corresponding to a digital wallet under joint control.

"XLETH" are redeemable, Ether-denominated payments cryptographic token issued on a blockchain backed by XLETH Reserves in delta-neutral strategies.

"XLETH Reserves" are an equivalent amount of Ether-denominated assets held by Excellar International on behalf of, and for the benefit of, eligible users backing XLETH which are managed using delta-neutral portfolios backed by strategies described in Section 5.1. Under no circumstance are XLETH Reserves commingled with Excellar International operational assets either in its general account or any other segregated account.

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

"XLETH SA Assets" means all assets linked to the XLETH SA pursuant to Section 17(4) of the SAC Act.

"XLETH SA Liabilities" means all liabilities linked to the XLETH SA pursuant to Section 17(4) of the SAC Act.

3. SEGREGATED ACCOUNT PROVISIONS

3.1 XLETH Segregated Account Structure

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

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

These Terms confer no rights to users other than the rights relating to XLETH SA.

3.2 Limitation of Liability and Account Separation

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

The assets of XLETH 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 XLETH linked to XLETH SA and any counterparty to a transaction linked to XLETH SA. Further, the assets of XLETH SA shall be available only to meet liabilities to the holders of XLETH linked to XLETH SA and creditors with claims which are linked to XLETH SA. The assets of XLETH SA shall not in any circumstances be available or used to meet liabilities to the shareholders of Excellar International, account owners in respect of other segregated accounts of Excellar International, and creditors of Excellar International who are not creditors with claims which are linked to XLETH SA.

All interests in digital assets held in segregated wallet(s) for XLETH SA are not property of Excellar International (or its general account) and are not subject to the claims of Excellar International's general creditors. None of the digital assets in XLETH SA segregated wallet(s) are the property of, or shall or may be loaned to, Excellar International's general account. Excellar International does not represent or treat said digital assets as belonging to Excellar International's general account. Except as expressly provided in these Terms for Inter-account Lending, Excellar International may not grant any security interest in XLETH SA digital assets to any party other than creditors with claims linked to XLETH SA.

3.3 Financial Reporting

Excellar International shall prepare financial statements annually for XLETH SA in accordance with Section 16 of the SAC Act showing, amongst other things, the amounts credited and debited to the XLETH SA in that year and a statement of the assets and liabilities of XLETH 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.

3.4 Winding-up Provisions

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

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 XLETH SA;

The claims of Excellar International in respect of any earned but unpaid fees or disbursements of XLETH SA;

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 XLETH SA which are available for distribution shall be distributed pro rata to Primary Users in accordance with their ownership interests as represented by XLETH; and

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 XLETH held directly or indirectly by Secondary Users), such account assets of XLETH SA shall be distributed to the general account of Excellar International.

4. PARTICIPATION IN XLETH SA

4.1 Client Eligibility Criteria

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:

4.1.1 Client Type and Financial Requirements

Institutional Clients: Institutions that are legally established and recognized entities in one of the Supported Jurisdictions are eligible to create a Platform Account with Excellar International.

Individual Clients: Individual clients are eligible to create a Platform Account provided they meet EITHER of the following financial criteria:

Individual Income Test: An individual who has had a personal income in excess of $200,000 in each of the two years preceding the current year, or has had a joint income with that person's spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year; OR

Net Worth Test: An individual whose net worth or joint net worth with his spouse in the year in which he acquires a digital asset exceeds $1,000,000, excluding the value of his residence and benefits or rights under a contract of insurance, where "net worth" means the excess of total assets at fair market value over total liabilities.

The Firm may onboard individuals who meet the client eligibility criteria outlined above, provided that their compliance with these requirements is confirmed by one of the following professionals: an attorney, a certified public accountant (CPA), or an investment advisor.

4.1.2 General Requirements (Applicable to All Clients)

Supported Jurisdictions: Both the client (whether institutional or individual) and any ultimate beneficial owners or "end-users" 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").

Restriction of services: Excellar International restricts access to and usage of its services, including but not limited to the Platform Account, XLETH, Delta-Neutral Offering and the Wallet, by 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 States 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.

Authorized Representative: For institutional clients, 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. For individual clients, the individual must have the legal capacity to enter into these Terms.

No Previous Suspension: The client 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.

Age requirement: The client or Authorized Representative opening the Platform Account must be at least 18 years of age.

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

Legal Use Only: You agree that the Excellar Platform Account, XLETH, Delta-Neutral 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.

KYC: The client agrees 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 XLETH 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 11 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.

4.2 Becoming a Participant

To participate in XLETH SA, you must:

Complete the account registration process including all required KYC/AML screenings;

Be accepted as a Primary User by Excellar International;

Contribute Ether (ETH), including any wrapped, bridged, staked, or tokenized representations thereof, to XLETH SA in the amount specified when purchasing XLETH;

Not be a Restricted Person or U.S. Person; and

Acknowledge and agree to these Terms and the Risk Disclosure Statement.

4.3 Issuance of XLETH

In consideration for your Ether and tokenized Ether contribution, Excellar International shall issue to you such a number of XLETH tokens as is determined by dividing the value of your contribution by the per-Token NAV on the date of issuance, calculated at the NAV Calculation Time.

The XLETH tokens represent your interest in XLETH SA and entitle you to:

A proportionate share of the returns generated by the XLETH SA Assets;

A proportionate share of the XLETH SA Assets upon redemption of the XLETH tokens, less any applicable Redemption Transaction Costs; and

Such other rights may be determined by the Board of Directors from time to time.

Excellar International shall maintain a register of all Primary Users in XLETH SA, which shall include details of their respective XLETH token holdings.

XLETH may be transferred or traded in secondary markets, subject to compliance with applicable laws and these Terms. However, holders who acquire XLETH through secondary markets become Secondary Users and do not have redemption rights or access to Delta-Neutral Offering returns until they complete the onboarding process to become Primary Users.

4.4 Fungible Token Treatment

All Tokens are fungible and identical. Accordingly:

Each Token represents the same proportional interest in the Account regardless of when it was purchased;

All Token Holders benefit equally from the Account's performance on a per-token basis;

The Incentive Allocation Rate applies uniformly to all Tokens; and

The high-water mark protection provided by the Account Loss Recovery Pool applies uniformly to all Tokens.

4.5 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.

4.6 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.

4.7 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.

4.8 Subscription Limitations

Excellar International reserves the right, in its sole discretion, to limit, suspend, or reject subscriptions at any time, including but not limited to periods when:

The Account is significantly below its High-Water Mark;

Accepting new subscriptions would materially dilute existing Token Holders' recovery interests;

Strategy capacity has been reached; or

Operational or regulatory considerations require limitation.

Excellar International is under no obligation to exercise this discretion and may remain open to subscriptions regardless of market conditions.

5. DELTA-NEUTRAL STRATEGY AND INTER-ACCOUNT LENDING

5.1 Investment Strategy

XLETH SA employs a delta-neutral strategy that aims to maintain exposure to Ether while generating yield through various delta-neutral investment techniques. The primary objective of the XLETH SA is to allow long-term holders of Ether to utilize their assets for yield generation without altering their exposure to Ether price movements.

The delta-neutral strategy includes, but is not limited to:

Yield farming, lending and borrowing on decentralized finance protocols

Liquidity provision to decentralized exchanges

Market making activities

Arbitrage opportunities across different platforms

Structured products with hedged directional exposure

Options and derivatives strategies

Interest-bearing deposits with qualified custodians

Inter-account lending to other segregated accounts

Derivatives hedging to maintain delta neutrality

Native staking, liquid staking, restaking, and analogous yield-generating mechanisms

XLETH SA implements appropriate risk management measures including but not limited to:

Diversification across multiple protocols and strategies

Regular monitoring and rebalancing to maintain delta neutrality

Setting maximum exposure limits for individual protocols

Smart contract risk assessment and due diligence

Collateral management and liquidation protection mechanisms

Maximum position size limits relative to market liquidity and open interest

Emergency liquidation procedures and circuit breakers

5.2 Delta Neutrality Tolerance and Rebalancing

While XLETH SA employs a delta-neutral strategy designed to maintain neutral exposure to Ether price movements, achieving perfect delta neutrality at all times is neither practical nor cost-effective due to operational and market considerations:

Transaction Costs: Frequent rebalancing to maintain perfect delta-neutrality would incur substantial transaction fees and trading costs that could materially impact returns for Primary Users;

Market Efficiency: Allowing reasonable tolerance bands enables more efficient capital deployment and reduces the frequency of costly portfolio adjustments;

Risk Management: Moderate delta tolerance provides operational flexibility while maintaining the core objective of Ether price neutrality; and

Strategy Optimization: Balancing precision with cost-effectiveness ensures that rebalancing activities enhance rather than detract from overall portfolio performance.

To balance delta neutrality objectives with operational efficiency, XLETH SA has established the following rebalancing parameters:

Delta Tolerance Range: XLETH SA will maintain its delta exposure within a range of -0.10 to +0.10, representing acceptable deviation from perfect neutrality;

Rebalancing Triggers: Portfolio rebalancing will be initiated when: (a) Delta exposure moves outside the established tolerance range of ±0.10; or (b) At regular monitoring intervals as determined by Excellar International's risk management protocols, whichever occurs first;

Rebalancing Objective: Upon triggering a rebalancing event, XLETH SA will adjust positions to return delta exposure to within the acceptable tolerance range of -0.10 to +0.10 as market conditions and cost considerations permit; and

Market Condition Adjustments: The rebalancing framework may be temporarily adjusted during periods of extreme market volatility or illiquidity to protect the interests of Primary Users.

Primary Users acknowledge and agree that this delta tolerance framework is an integral component of XLETH SA's risk management and operational efficiency protocols, and that perfect delta neutrality is not guaranteed at all times due to the practical considerations outlined above.

5.3 Inter-account Lending

As part of this strategy, XLETH SA may engage in Inter-account Lending with other segregated accounts maintained by Excellar International, including but not limited to XLBTC SA and XLUSD SA. The purpose of such lending is to facilitate delta-neutral strategies that benefit from diversified collateral pools and to potentially reduce fees and commissions.

When engaging in Inter-account Lending, XLETH SA will:

Maintain its delta-neutral status with respect to Ether;

Receive a portion of the yield generated by the borrowing segregated account in return for the loaned assets;

Adhere to strict risk management protocols as established by Excellar International's board of directors; and

Ensure that all lending activities are fully transparent and reported in the financial statements provided to Primary Users.

Primary Users acknowledge and agree that the Inter-account Lending activities are an integral part of the XLETH SA strategy and consent to such activities being undertaken by Excellar International on behalf of XLETH SA.

5.4 Blockchain Network Events and Staking Activities

Given the evolving nature of blockchain networks, including transitions between consensus mechanisms and potential forks, Primary Users acknowledge and agree that Excellar International has full discretion to determine how to respond to blockchain network events, including but not limited to hard forks, soft forks, consensus mechanism changes, protocol upgrades, and chain migrations. Excellar International will act in good faith to preserve the value of Primary Users' holdings and will communicate material decisions through the Platform or via email.

Primary Users further consent to Excellar International undertaking staking and analogous yield-generating activities on any applicable blockchain network on behalf of the Account as part of the delta-neutral strategy, subject to the risk management controls described in Section 5.1.

6. NAV CALCULATION, FEES, AND EXPENSES

6.1 Daily NAV Calculation

NAV per Token is calculated using the following formula:

NAV per Token = (Total Asset Value − Account Liabilities) ÷ Total Tokens Outstanding

NAV is calculated daily at the NAV Calculation Time (5:00 PM EST).

The beginning NAV for each day is calculated as: Previous Day NAV − Daily Management Fees − Daily Incentive Allocation (if any). The token value resets daily, but the Account Loss Recovery Pool ensures continuity of high-water mark protection and fair fee treatment across all tokens.

6.2 Transaction Processing

6.2.1 Subscriptions (Mints)

Requests received before the Cutoff Time (4:00 PM EST) on day T execute at the NAV calculated at the NAV Calculation Time on T.

Requests received after the Cutoff Time on day T execute at the NAV calculated at the NAV Calculation Time on T+1.

6.2.2 Redemptions (Burns)

Requests received before the Cutoff Time on day T execute at the NAV calculated at the NAV Calculation Time on T.

Requests received after the Cutoff Time on day T execute at the NAV calculated at the NAV Calculation Time on T+1.

Token Holders redeeming tokens receive their proportional share of the current NAV, less any applicable Redemption Transaction Costs. Redeemed tokens are burned, reducing the total token supply.

6.3 Management Fee

The management fee is waived until further notice.

6.4 Incentive Allocation

As an incentive to the Excellar General Account ("GA"), at the end of each daily Incentive Allocation Calculation Period, the Account will calculate a single Incentive Allocation based on the Account's overall performance, applied uniformly across all tokens.

The daily Incentive Allocation equals the Incentive Allocation Rate multiplied by the Account Daily Net Gain; provided, however, that the Account Daily Net Gain upon which the calculation is based will be reduced to the extent of any balance in the Account's Loss Recovery Pool.

The Incentive Allocation Rate is ten percent (10%) of Account Daily Net Gain, calculated only after the Account Loss Recovery Pool has been reduced to zero. The rate applies uniformly to all tokens.

No Incentive Allocation shall be made until the Account Loss Recovery Pool has been reduced to zero.

6.5 High-Water Mark and Loss Recovery

6.5.1 Account Loss Recovery Pool

The Account maintains one "Account Loss Recovery Pool" that tracks the aggregate losses that must be recouped before any Incentive Allocation can be made at the Account level. This pool effectively tracks the Account's high-water mark on a daily basis.

The Account Loss Recovery Pool is maintained at the aggregate Account level, reflecting cumulative performance and providing uniform high-water mark protection across all tokens. The Pool balance is not recalculated in connection with individual subscription or redemption transactions.

6.5.2 Daily Adjustments

The Account Loss Recovery Pool balance is adjusted daily as follows:

Daily Loss Adjustment: If the Account experiences net capital depreciation for the day (after management fees), this amount is added to the Account Loss Recovery Pool balance.

Daily Gain Recovery: If the Account experiences Account Daily Net Gain, this gain first reduces the Account Loss Recovery Pool balance before any Incentive Allocation is calculated.

6.5.3 Daily Incentive Allocation Process

The daily Incentive Allocation process operates as follows:

Calculate the Account Daily Net Gain for the entire Account;

Apply Account Daily Net Gain to reduce the Account Loss Recovery Pool balance;

If the Account Loss Recovery Pool balance reaches zero and Account Daily Net Gain remains, calculate the Incentive Allocation using the Incentive Allocation Rate (10%) on the remaining Account Daily Net Gain;

If the Account Loss Recovery Pool balance is not fully eliminated, no Incentive Allocation is made and the remaining balance carries forward to the next day; and

Any Incentive Allocation is deducted from the Account's total NAV before calculating the next day's token value.

6.6 Redemption Transaction Costs

Token Holders redeeming tokens shall bear the actual transaction costs incurred by the Account in liquidating positions to meet the redemption, including but not limited to: trading fees, bid-ask spreads, slippage, and market impact ("Redemption Transaction Costs").

Redemption Transaction Costs shall be deducted from the redemption proceeds payable to the redeeming Token Holder. The net amount payable shall equal:

(Number of Tokens Redeemed × NAV per Token) − Redemption Transaction Costs

Class T: No additional redemption fee applies beyond actual Redemption Transaction Costs.

6.7 Expenses

XLETH SA shall bear all expenses related to its operation, including but not limited to:

Legal, accounting, and other professional fees;

Banking and custody fees;

Trading and exchange fees;

Technology and infrastructure costs; and

A proportionate share of Excellar International's general operating expenses.

6.8 Fee Changes

Excellar International reserves the right to change the fee structure from time to time in response to market conditions, operational requirements, or regulatory changes. Primary Users will be notified of any material fee changes at least 30 days in advance through the Platform or via email. Current fee rates will always be displayed on the Platform.

7. REDEMPTIONS

7.1 Redemption Process

Subject to the terms of these Terms, a Primary User may request redemption of all or part of their XLETH tokens by submitting a redemption request to Excellar International in the form prescribed by Excellar International.

Redemption requests must be received by Excellar International before the Cutoff Time (4:00 PM EST) to be eligible for settlement at that day's NAV, as set forth in Section 6.2.

Redemptions shall be processed at the NAV per XLETH token calculated as of the relevant redemption date, less any applicable Redemption Transaction Costs as set forth in Section 6.6.

Excellar International shall satisfy redemption requests by transferring to the Primary User Ether or tokenized Ether (including any wrapped, staked, or bridged representations thereof) in an amount equal to the NAV of the XLETH tokens being redeemed, less any applicable Redemption Transaction Costs.

All redemption processing is subject to completion of any necessary unwinding of underlying strategy positions, which may take additional time during periods of market stress or when positions include illiquid assets such as staked crypto assets in unbonding periods.

8. REPRESENTATIONS AND WARRANTIES

8.1 User Representations

You represent and warrant to Excellar International that:

You have the full power and authority to enter into these Terms and to perform your obligations hereunder;

You have conducted your own investigation into Excellar International and XLETH SA and have not relied on any representations other than those contained in these Terms and the Risk Disclosure Statement;

You are acquiring XLETH tokens for your own account and not with a view to distribution, except as permitted for integration into Applications under the API license provisions;

You understand the risks involved in participating in XLETH SA, including the risk of loss of your entire contribution, as detailed in the Risk Disclosure Statement;

You are not a retail client;

You have complied and will continue to comply with all applicable laws in connection with your participation in XLETH SA;

The source of all funds used to make your contribution is legitimate and not derived from any illegal activities;

You have the legal capacity and, if applicable, the authority to bind any entity on whose behalf you are acting;

You are not a Restricted Person or U.S. Person as defined in these Terms;

You will not transfer, sell, or rehypothecate XLETH to any Restricted Person or U.S. Person;

If you are acquiring XLETH through the API for integration into Applications, you will implement appropriate controls to prevent Restricted Persons or U.S. Persons from accessing or acquiring XLETH through your Applications;

You will not create any security interest in respect of XLETH without prior written consent of Excellar International, other than the use of XLETH in connection with smart-contract operated, disintermediated financial tools available on a public blockchain;

All information you provide to Excellar International is true, accurate, and complete, and you will promptly update any changes to this information;

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;

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;

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;

You, as an institution or your representative(s), agree with the requirement to develop 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 XLETH to any U.S. Person or any Restricted Person; and

Your use of Excellar International's services does not conflict with or violate any agreements, contracts, or obligations you have with any third parties.

8.2 Excellar Representations

Excellar International represents and warrants to you that:

It is duly incorporated and validly existing under the laws of Bermuda;

It has the full power and authority to enter into these Terms and to perform its obligations hereunder;

It is registered as a segregated accounts company under the SAC Act;

It holds a valid Digital Asset Business License issued by the Bermuda Monetary Authority; and

It will manage XLETH SA in accordance with the terms of these Terms and all applicable laws and regulations.

8.3 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.

8.4 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.

9. KYC/AML COMPLIANCE

9.1 Compliance Requirements

You acknowledge that Excellar International is subject to KYC/AML Requirements and agree to provide all information and documents requested by Excellar International to enable it to comply with such requirements, including but not limited to:

Identity verification documents (passport, driver's license, national ID);

Proof of address (utility bills, bank statements);

Source of funds documentation;

For institutional clients: incorporation documents, beneficial ownership information, and authorized representative documentation;

Tax identification information; and

Any additional information required to satisfy enhanced due diligence requirements.

You agree to respond to Excellar International's KYC/AML requests within the timeframes specified, and you acknowledge that failure to provide requested information may result in restrictions on your Platform Account, including suspension of transaction privileges or account termination.

9.2 Compliance Rights

Excellar International reserves the right to:

Refuse or return any contribution if you fail to provide satisfactory KYC/AML information;

Report suspicious transactions to relevant authorities; and

Take any other action required to comply with KYC/AML Requirements.

9.3 Ongoing Monitoring

Excellar International conducts ongoing monitoring of Platform Accounts and transactions to ensure continued compliance with KYC/AML Requirements. This monitoring may include:

Transaction pattern analysis to identify unusual or suspicious activity;

Periodic review and refresh of KYC information;

Enhanced due diligence for high-risk clients or jurisdictions;

Screening against updated sanctions lists and politically exposed person (PEP) databases; and

Investigation of any red flags or anomalies identified through monitoring activities.

You agree to cooperate fully with any ongoing monitoring activities and to provide additional information or documentation as requested.

10. EXCELLAR API

10.1 API Access

In order to generate an API Key and utilize the API, you must register a Platform Account by following and complying with the account registration and eligibility requirements set forth in Section 4 of these Terms. You agree to promptly comply with Excellar's reasonable requests for information, KYC documentation, or other materials about you or your Applications to support Excellar's compliance obligations and risk management.

10.2 License Grant and Restrictions

Subject to your compliance with all terms and conditions set forth in these Terms, Excellar hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of these Terms to:

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

Display certain Excellar Marks in compliance with usage guidelines specified by Excellar solely in connection with the use of the API and the Applications.

You acknowledge that there are no implied licenses granted under these Terms. Excellar reserves all rights that are not expressly granted. You must obtain an API Key through the registration process 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.

10.3 API Use Restrictions

Except as expressly authorized under these Terms, you may not:

Copy, modify, or create derivative works of the API;

Reverse engineer, disassemble, decompile, decode, or attempt to derive source code from the API;

Use the API in any manner that infringes intellectual property rights or violates applicable law;

Interfere with, modify, or disrupt any features or functionality of the API;

Use the API to replicate or replace the user experience of the Platform;

Use the API in connection with any illegal activities or to facilitate access by Restricted Persons or U.S. Persons;

Exceed reasonable request volumes or engage in excessive or abusive usage; or

Offer your Application to commercial end-users without Excellar's prior written consent.

10.4 Application End-User Compliance

If you integrate the API into Applications for your own end-users, you agree to:

Implement robust KYC and compliance procedures equivalent to Excellar's requirements;

Monitor your Applications for compliance with these Terms and applicable laws;

Prevent Restricted Persons and U.S. Persons from accessing XLETH through your Applications;

Promptly restrict any end-users engaged in prohibited activities;

Provide all required privacy notices and obtain necessary consents from your end-users;

Provide Excellar with information and documentation regarding your end-users on an ongoing basis as requested; and

Accept full responsibility for all acts and omissions of your end-users in connection with Applications.

11. ACCOUNT SUSPENSION AND TERMINATION

11.1 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 XLETH that allow them to freeze XLETH effectively at-will, and to forcibly redeem XLETH and direct proceeds to an account of their choosing.

11.2 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.

11.3 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.

11.4 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 XLETH 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 XLETH 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, XLETH shall be cancelled and any value associated therewith shall be transferred to the general account of Excellar International. The XLETH 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 XLETH SA so that Excellar International and XLETH 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.

11.5 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 XLETH to any U.S. Person or Restricted Person, or any key compliance provisions of this agreement, the user may face the forfeiture of their XLETH 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.

12. CUSTODY AND WALLET SERVICES

12.1 Liquidity Buffer

As a result of accepting Ether and tokenized Ether for purchase of XLETH, a portion of XLETH Reserves will be held as Ether or tokenized Ether in segregated wallets for liquidity purposes. Excellar International maintains conservative liquidity buffers based on stress-scenario analysis to ensure sufficient liquidity in adverse conditions while maximizing assets deployed in yield-generating strategies.

12.2 Segregation and Protection

All digital assets held in XLETH SA segregated wallets are:

Not property of Excellar International's general account;

Not subject to claims of Excellar International's general creditors;

Not available to be loaned to Excellar International's general account;

Not subject to security interests granted by Excellar International to third parties; and

Held exclusively for the benefit of XLETH holders and creditors with claims linked to XLETH SA.

Excellar International may not sell, transfer, loan, hypothecate, or otherwise alienate digital assets in XLETH SA segregated wallets unless instructed by Primary Users or as expressly provided in these Terms (e.g., for Delta-Neutral Strategy implementation, Inter-account Lending, or redemption processing).

13. DIGITAL ASSET TRANSFERS

13.1 Inbound Transfers

When you or a third party sends Supported Digital Assets to your Hosted Wallet from an external wallet ("Inbound Transfers"), the person initiating the transfer is solely responsible for:

Executing the transaction properly, including using the correct address and network;

Paying sufficient network fees for successful transaction completion;

Ensuring the transferred asset is a Supported Digital Asset compatible with the receiving wallet; and

Verifying that the transfer does not violate any applicable laws or these Terms.

Excellar International has no obligation to assist with remediation of improperly executed transactions. Assets sent to incompatible wallets or incorrect networks will be permanently lost. You agree, represent, and warrant that all Inbound Transfers:

Are not proceeds of criminal or fraudulent activity;

Are assets you lawfully own with good and marketable title;

Are free and clear of all security interests, liens, and encumbrances; and

Originate from wallets you own and control solely for your benefit.

Excellar International reserves the right to investigate the source of any funds and, following review, may determine you are not the rightful owner. In such cases, Excellar International may return funds to their origin, freeze accounts, or take other action as required by law.

13.2 Outbound Transfers

When you transfer XLETH from your Hosted Wallet to an external address ("Outbound Transfers"), such transfers are executed at your instruction. You must:

Verify all transaction information before submitting instructions;

Ensure the recipient address is correct and compatible;

Understand that Excellar International bears no liability for transfers to incorrect addresses; and

Acknowledge that transfers cannot be reversed once broadcast to the blockchain.

Excellar International may refuse to process or cancel pending Outbound Transfers as required by law or court order, or when necessary for compliance or risk management. Additionally, Excellar International may require waiting periods after certain transactions before permitting further activities, particularly for large transfers or new accounts.

13.3 Transaction Errors and Limitations

You are solely responsible for ensuring accuracy of all transaction details. Excellar International is not liable for any losses resulting from:

User errors in specifying addresses, amounts, or asset types;

Network delays, congestion, or failures;

Improperly formatted addresses or use of incompatible networks;

Insufficient network fees causing transaction failures; or

Transfers to addresses controlled by Restricted Persons.

Once initiated, transactions cannot be reversed, refunded, or modified. The availability and functionality of transfer services may be subject to limitations inherent in blockchain technology, and Excellar International is not responsible for losses arising from such limitations.

13.4 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.

13.5 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.

13.6 Transactions and Compliance with Eligibility

Excellar International reserves the right to monitor and investigate any transactions or activities involving XLETH to ensure compliance with the eligibility restrictions established.

13.7 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.

14. PROHIBITED ACTIVITIES

14.1 Prohibited Transactions

In connection with your holding or use of XLETH or your Platform Account, you agree not to:

Violate any applicable law, statute, ordinance, or regulation;

Intentionally defraud Excellar International, other users, or third parties;

Provide false, inaccurate, or misleading information;

Participate in transactions involving proceeds of illegal activity;

Knowingly sell, transfer, or facilitate access to XLETH by U.S. Persons or Restricted Persons;

Interfere with, intercept, or expropriate any system, data, or information;

Transmit or upload any malicious software;

Attempt unauthorized access to Excellar systems or other user accounts;

Act as an intermediary for third parties except through authorized API integrations;

Collect user information from other Excellar users;

Defame, harass, or violate the rights of Excellar or other users; or

Upload or transmit illegal, violent, obscene, or infringing content.

14.2 Prohibited Use Cases

Using XLETH for transactions related to the following is prohibited:

Restricted Persons, U.S. Persons, or sanctioned entities;

Weapons, controlled substances, illegal gambling, or adult content;

Money laundering, terrorist financing, or other financial crimes;

Ponzi schemes, pyramid schemes, or fraudulent investment programs;

Goods or services that infringe intellectual property rights;

Unlicensed money transmission or unregistered securities offerings;

Counterfeit goods or fraudulent activities;

Market manipulation, wash trading, front-running, or insider trading;

Purchases from darknet markets or illegal marketplaces; or

Any other activities that Excellar International communicates as unacceptable.

14.3 Consequences of Violations

If Excellar International determines you are engaging in prohibited activities, it may:

Immediately suspend or terminate your Platform Account;

Freeze or confiscate XLETH or other assets;

Report activities to regulatory authorities and law enforcement;

Pursue legal action for damages;

Forfeit your redemption rights; and

Take any other action deemed necessary to protect Excellar International, other users, or comply with legal obligations.

15. INSUFFICIENT FUNDS

If a payment made to tokenize BTC for XLETH is reversed after the tokenization is completed, Excellar International reserves the right to: (i) retroactively cancel the tokenization and deduct XLETH from your Platform Account, (ii) deduct such amounts from future XLETH 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 XLETH 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. SECURITY AND FRAUD PREVENTION

17.1 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.

17.2 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.

18. DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY, INDEMNIFICATION, AND RELEASE

18.1 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.

18.2 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 XLETH held by you (whether arising under these Terms or otherwise) shall be limited to and payable solely from the assets held in XLETH SA and you shall have recourse to only the assets of XLETH SA in respect of any claim, action, demand or right against Excellar International or XLETH SA arising under the provisions of these Terms. Further, to the fullest extent permitted by applicable law, Excellar International and its affiliates (including XLETH 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.

18.3 Indemnification

You agree to indemnify, defend, and hold harmless Excellar International, its affiliates (including XLETH 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 18.3, 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 18.3 and which may relate to any claims, demands, causes of action, debt, cost, expense or other liability, including reasonable legal fees (without duplication).

18.4 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.

19. 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.

20. 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.

21. [RESERVED]

This section is reserved for future use.

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 10 of these Terms with respect to the API, we hereby grant you a limited, non-transferable, non-exclusive license to access and use XLETH 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:

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

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 XLETH 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 XLETH.

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 XLETH 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 survive 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 XLETH 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 XLETH 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 XLETH, 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].