USD.estate Terms of Service

Last Modified: [date]

Welcome to USD.estate. These Terms of Service ("Terms") are entered into between you and USD.estate Foundation, a Cayman Islands foundation company ("USD.estate Foundation", "we", "us" or "our"). USD.estate Foundation operates the USD.estate Protocol (the "Protocol") and related services. These Terms govern your access to and use of our website at usd.estate (the "Site"), the application interface at app.usd.estate (the "App"), and the software and documentation provided with the Protocol (together, the "Service").

By accessing or using the Service, or by clicking "I Agree" or similar, you confirm that you have read, understood and agree to be bound by these Terms and to the collection and use of your information described in our Privacy Policy. These Terms apply to all visitors, users, holders, approved institutions and anyone else who accesses the Service ("Users").

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 9.2 AND A CLASS ACTION WAIVER IN SECTION 9.3.

1. Our Service

1.1 Eligibility

You may use the Service only if you can form a binding contract with USD.estate Foundation and only in compliance with these Terms and all applicable laws. Use by anyone under 18 is prohibited. The Service is not offered to, and may not be used by, Restricted Persons.

"Restricted Person" means any person who is:

• (a) a "U.S. person" as defined in Regulation S under the U.S. Securities Act of 1933, or located in the United States;
• (b) located in, or resident of, the United Kingdom;
• (c) located in, organised in, resident of, or a national of a country or territory subject to comprehensive sanctions by the United Nations, the United States, the European Union, the United Kingdom or the Cayman Islands;
• (d) named on any sanctions or restricted-party list maintained by any of those authorities, or owned or controlled by such a person;
• (e) located in any other jurisdiction where access to the Service, or to indirect exposure to the Protocol's assets, would be unlawful or require a licence, registration or approval that we do not hold [counsel to confirm, including EU/EEA and Switzerland].

You represent and warrant that you are not a Restricted Person; that you are not acting as a nominee, agent or intermediary for one; and that you are not using a VPN, proxy or other means to disguise your location or eligibility. If you use the Service for an entity, you represent that you have authority to bind it.

1.2 Limited License

Subject to these Terms, we grant you a non-exclusive, limited, non-transferable, freely revocable licence to use the Service as its features permit. We may terminate this licence at any time.

1.3 Description of the Service

The Protocol is a set of smart contracts that maintains a USD reserve of USDC and tokenized Treasury bill funds, and that holds positions in permissioned real-estate bonds through a holding structure. Through the App, Users may:

• (a) acquire, hold or transfer USDest and sUSDest through supported secondary markets and application routes;
• (b) if you are an approved institution meeting our compliance, fee and operational requirements and have signed the Institutional Mint & Redemption Agreement, mint and redeem USDest directly against USDC;
• (c) stake USDest to receive sUSDest, a pro rata share of the sUSDest vault, and submit sUSDest redemption requests under the epoch and queue rules then in effect;
• (d) connect compatible wallets to interact with the Protocol;
• (e) view dashboards, documentation and other Protocol information.

1.4 User Representations and Warranties

By accessing or using the Service, you represent and warrant that:

• (a) you are at least 18 and have the legal capacity to enter into these Terms;
• (b) you are not a Restricted Person;
• (c) your use of the Service will not violate any applicable law, including laws on anti-money laundering, counter-terrorist financing, sanctions and securities;
• (d) you understand the risks of the Service, blockchain technology, smart contracts, digital assets, tokenized securities and real-estate credit;
• (e) you understand that you are interacting with smart contracts and that we do not control, and cannot reverse, transactions executed through the Protocol;
• (f) you will not use the Service for money laundering, terrorist financing, tax evasion, sanctions evasion or any other illegal activity;
• (g) any digital assets you use with the Service are lawfully yours and not derived from unlawful activity;
• (h) you have obtained all approvals, licences and registrations your use of the Service requires;
• (i) we do not give investment, tax, legal or other professional advice, and nothing we communicate is such advice;
• (j) you have made your own independent decision to acquire USDest or sUSDest and have not relied on us or any other party.

These representations are repeated each time you use the Service. You must notify us promptly if any becomes untrue.

1.5 Service Rules

You agree not to:

• (i) scrape, copy or distribute any part of the Service;
• (ii) use automated systems that place unreasonable load on our infrastructure;
• (iii) send spam or unsolicited communications;
• (iv) interfere with or compromise the security or integrity of the Service;
• (v) upload viruses or other harmful code;
• (vi) harvest personal information from the Service;
• (vii) impersonate any person or misrepresent your affiliation;
• (viii) bypass geo-restrictions or other access controls;
• (ix) manipulate or exploit the Protocol, including through flash-loan attacks, oracle manipulation or deposit-timing attacks;
• (x) circumvent any identity verification, KYC, AML or sanctions procedure;
• (xi) reverse engineer the Service except as permitted by law or by an applicable open-source licence.

Any violation is a material breach. We may terminate your access immediately and report suspected violations of law to the relevant authorities.

1.6 Changes to the Service

We may change, suspend or discontinue the Service or any feature, or set usage limits, without notice. Protocol parameters (including allocation guardrails, the reserve floor, per-issuer caps, the bond allowlist, epoch length, impairment rules and fees) may be changed through the Protocol's timelock as described in the documentation. Such changes may affect the value of your tokens, yield, or your access to features. If changes in law make providing the Service in a jurisdiction impractical or unlawful, we may suspend or terminate the Service there without notice or liability.

1.7 Disputes with Other Users

You are solely responsible for your interactions with other Users. We have no obligation to become involved and no liability for any User's acts or omissions.

1.8 Bond Positions; Holding Structure; Allocation; Records

• Holding structure. Bond positions are held legally by a wholly owned subsidiary of USD.estate Foundation (the "Holding Subsidiary"), and onchain by the Protocol's BondPositionManager contract, whose identity is registered for the Holding Subsidiary.
• No direct claim. sUSDest represents a pro rata share of the sUSDest vault under the Protocol's rules. Holding USDest or sUSDest gives you no direct claim against any bond issuer, trustee, paying agent or underlying real estate, and no right to instruct the Holding Subsidiary.
• Permissioned securities. Bond tokens are ERC-3643 securities subject to transfer restrictions, freezes and forced transfers under their issuers' compliance rules. Neither we nor the Holding Subsidiary controls those rules.
• Allocation. Allocation between reserve assets and allowlisted bonds is decided by the Protocol's strategy role within onchain guardrails and published eligibility criteria. We owe no duty to achieve any particular allocation, yield or outcome.
• No early sale. Bonds are held to maturity or the issuer's redemption, and are not sold to fund redemption requests. Redemptions are processed in epochs from available USDest, and may be delayed across several epochs.
• Credit events. Credit events, impairments and recoveries are recorded under the published rules. The Holding Subsidiary will exercise noteholder rights under its documented policy. Enforcement is carried out under the relevant bond documents by the parties those documents name.
• Records. Vault accounting as recorded by the Protocol is determinative evidence of sUSDest share prices, positions and redemption requests, absent manifest error.
• No fiduciary duty. To the fullest extent permitted by law, neither we, the Holding Subsidiary nor any service provider owes you any fiduciary, advisory or implied duty.
• Taxes. You are solely responsible for determining and paying any taxes arising from your use of the Service, including any effect of withholding tax applied at issuer level.

1.9 Institutional Mint and Redemption

Direct mint and redemption of USDest is governed by the Institutional Mint & Redemption Agreement between USD.estate Foundation and each approved institution. If that agreement conflicts with these Terms, the agreement prevails.

2. Our Proprietary Rights

We and our licensors own all materials in the Service, including software, text, graphics and logos ("USD.estate Content"). "USD.estate", "USDest", "sUSDest" and related names and logos are our trademarks and may not be used without prior written consent. Feedback you provide may be used by us without restriction or compensation.

3. Service Providers

We engage third parties, including the Operating Company that provides technical and operational services to the Foundation under the Services Agreement, for development, operations, compliance and attestation. Service providers are independent contractors. We are not liable for their independent acts except for our own gross negligence or wilful misconduct.

4. Privacy

See our Privacy Policy. We cannot guarantee that unauthorised third parties will never defeat our security measures.

5. Third-Party Links and Information

The Service may link to third-party sites, protocols, liquidity venues, bond issuers' materials and data. We do not endorse them and are not responsible for them. You access them at your own risk.

6. Indemnity

You will defend, indemnify and hold harmless USD.estate Foundation, its subsidiaries, and their directors, officers, employees, agents and service providers from any claims arising from: your use of the Service; your breach of these Terms or of any law; your being or acting for a Restricted Person; unauthorised use of your wallet; and any tax liabilities arising from your use of the Service.

7. No Warranty and Disclaimers; Assumption of Risk

7.1 No Warranty and Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED. WE MAKE NO REPRESENTATION ABOUT THE CREDITWORTHINESS OF ANY ISSUER, THE VALUE OF ANY REAL ESTATE, THE ENFORCEABILITY OF ANY BOND DOCUMENT, THE ACCURACY OF YIELD FIGURES, OR THE STABILITY OF USDest OR THE VALUE OF sUSDest.

7.2 Assumption of Risk – General

You understand the inherent risks of cryptographic systems and blockchain networks, including forks, network failure, variable transaction costs, loss or compromise of private keys, irreversibility of transactions, and advances in cryptography that may make digital assets vulnerable.

7.3 Assumption of Risk – USD.estate Protocol Specific

You acknowledge the following risks, any of which could cause partial or total loss, reduced yield or changes in token value:

Issuer Credit and Collateral Risk

• Issuer default: an issuer may fail to pay coupons or principal when due.
• Real-estate value and valuation: property values may fall, and valuations may be stale or wrong.
• Enforcement and recovery: enforcement on real estate may be slow, costly, subject to insolvency stays and local law, and may recover less than the claim.
• Structure: securitisation and bond structures may include limited recourse, non-petition and subordination provisions, and compartment segregation may be challenged.
• Concentration: the vault may be concentrated in a small number of issuers within the per-issuer cap.
• Impairment methodology: impairment values are estimates, and final recoveries may differ.
• Currency and tax: withholding tax and currency conversion may reduce amounts received.

Liquidity and Redemption Risk: bonds are illiquid and not sold early. Redemptions may be delayed across several epochs, and secondary-market prices may be well below the redemption share price.

Pricing Risk: deposit and redemption share prices are calculated under published rules and may differ from the market value of the underlying bonds.

Allocation Risk: allocation decisions by the strategy role may prove unfavourable, even within the guardrails.

Reserve Risk: USDC may lose its peg or be frozen by its issuer. Tokenized T-bill funds may suspend dealings, delay redemptions or lose value.

Permissioning Risk: bond token agents may freeze or force-transfer bond tokens. Identity registries may fail or change.

Smart Contract Risk: despite audits, smart contracts may contain bugs or vulnerabilities that cause total loss.

Oracle and Data Risk: share-price feeds, issuer reports and other data may be delayed, manipulated or wrong.

Regulatory Risk: the regulatory treatment of synthetic dollars, yield-bearing tokens, tokenized securities and indirect exposure to securities is uncertain and may change. It may require changes to the Protocol, restrict access or affect value.

Counterparty and Operational Risk: the Protocol depends on the Holding Subsidiary, service providers, issuers, paying agents, trustees, custodians and fund managers.

No Deposit Insurance: USDest AND sUSDest ARE NOT DEPOSITS AND ARE NOT INSURED BY ANY GOVERNMENT AGENCY, INCLUDING THE CAYMAN ISLANDS MONETARY AUTHORITY. YOU MAY LOSE SOME OR ALL OF YOUR FUNDS.

No Guarantee of Yield or Value: past yield does not indicate future results. sUSDest yield may be zero or negative.

Upgrade and Parameter Risk: parameter changes and upgrades made through the timelock may affect the Protocol and token values.

Sanctions and Legal Freeze Risk: we may be required to restrict access or cooperate with authorities in relation to assets associated with a wallet.

Securities Law Notice: [Counsel to draft. The notice must reflect that the vault holds permissioned securities, that USDest and sUSDest are not offered to Restricted Persons, and that nothing in the Service is an offer of securities in any jurisdiction where such an offer would be unlawful.]

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, USD.estate FOUNDATION, ITS SUBSIDIARIES AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, DATA OR DIGITAL ASSETS. THEIR AGGREGATE LIABILITY WILL NOT EXCEED THE LESSER OF (A) THE FEES YOU PAID TO USD.estate FOUNDATION IN THE 12 MONTHS BEFORE THE CLAIM AROSE, OR (B) US$100.

9. Governing Law, Arbitration, and Class Action Waiver

9.1 Governing Law

These Terms are governed by the laws of the Cayman Islands, without regard to conflict of laws principles.

9.2 Arbitration

Any dispute arising out of or relating to these Terms, the Service or the Protocol will be finally resolved by binding arbitration before a single arbitrator under the LCIA Arbitration Rules, seated in the Cayman Islands, in English. Before starting arbitration, you must contact us at legal@usd.estate and try to resolve the dispute informally for 60 days. You may opt out of this arbitration agreement within 30 days of first accepting these Terms by emailing us.

9.3 Class Action Waiver

All claims must be brought individually, not as a plaintiff or class member in any class, collective or representative proceeding. The arbitrator may not consolidate claims.

10. General

10.1 Entire Agreement

These Terms, together with the Privacy Policy and any Institutional Mint & Redemption Agreement, are the entire agreement between you and us about the Service.

10.2 Waiver and Severability

A failure to enforce any provision is not a waiver. Any invalid provision will be enforced to the maximum extent permitted, and the rest will remain in effect.

10.3 Assignment

You may not assign these Terms without our consent. We may assign them without restriction.

10.4 Force Majeure

We are not liable for delays or failures caused by events beyond our reasonable control, including network failures, exploits, sanctions and changes in law.

10.5 No Partnership

Nothing in these Terms creates a partnership, joint venture, agency or fiduciary relationship.

10.6 Survival

Sections 1.4, 1.8, 2, 6, 7, 8, 9 and 10 survive termination.

10.7 Notices

We may give notice by posting on the Service or by email.

10.8 Contact Information

USD.estate Foundation [Registered office, Cayman Islands] Email: legal@usd.estate