Terms of Service

Last Updated: 29 May 2026

These Terms of Use are entered into by and between you and USD PRIVATE PA CORP, a Panama corporation, in its capacity as operator of the Platform. USD PRIVATE LIMITED, a British Virgin Islands business company, is the issuer and seller of the $USDP token and is a party to these Terms solely with respect to the issuance, sale, allocation, administration, restrictions, and treatment of $USDP. References to Platform operation, Platform access, Platform fees, spreads, cancellation fees, order execution, account access, or other operational matters apply to USD PRIVATE PA CORP. References to the issuance, sale, allocation, administration, restriction, or treatment of $USDP apply to USD PRIVATE LIMITED. Unless expressly stated otherwise, USD PRIVATE LIMITED does not operate the Platform, provide Platform services, or receive Platform fees.

RISK WARNING

Digital assets and blockchain-based systems involve significant risk. Your ability to sell $USDP tokens is NOT guaranteed and depends on the existence of willing buyers and available liquidity. Even if the Platform displays a scheduled price path, you may be unable to execute a sale, or your order may execute only partially or with delay. You should not use the Platform unless you fully understand these risks and can afford to lose the assets you deploy. Digital assets are experimental technologies and participation in the Platform should be considered high risk. Digital asset markets may be illiquid and prices may fluctuate significantly over short periods of time.

No Investment Advice. We do not provide investment, legal, tax, accounting, or other advice. Nothing on the Platform constitutes an offer, solicitation, or recommendation to buy or sell any asset.

Price Schedule Disclosure. The Platform may display a predefined monthly price schedule for $USDP. This is a software-defined parameter of the Platform and should not be construed as a promise of profit or guaranteed liquidity. The Platform dashboard may display a growth-curve chart, potential profit estimates, and/or a profit calculator based on the $USDP you hold over time. Any such charts, estimates, and calculator outputs are illustrative only, may change as the monthly growth curve is updated, and are not guarantees of value, profit, execution, or liquidity.

Privacy / “Anonymity”. Phase 1 of the Platform does not provide guaranteed anonymity. We may collect wallet connection data, transaction metadata, IP/device data, and analytics data (e.g., Google Analytics) for security and marketing. Any Phase 2 privacy features are not part of the current offering.

1. Introduction

1.1. Platform description. USD Private provides software that enables eligible users to place orders to swap USDC for the $USDP token and to swap $USDP back to USDC through on-chain transactions on the Base network.

1.2. Platform Role. USD Private provides a software interface and related technical infrastructure that allows users to submit transaction instructions that interact with smart contracts deployed on blockchain networks. The Platform does not provide brokerage services, investment advice, portfolio management, or financial advisory services. USD Private does not act as a broker, fiduciary, or investment adviser to users. Users submit orders through the Platform interface, which processes instructions using software-defined logic, including order queueing mechanisms. Transaction settlement ultimately occurs on-chain through smart contracts on the Base network. During the early stages of the ecosystem, USD Private or its affiliates may act as a counterparty in certain transactions involving $USDP. USD Private may also conduct transactions outside the standard order queue for marketing, promotional, or distribution purposes. USD Private operates the software infrastructure that enables these transactions but does not guarantee execution, pricing, liquidity, or the availability of counterparties.

1.2.1. Conflicts of Interest. USD Private and its affiliates may hold, buy, sell, distribute, or otherwise transact in $USDP for their own accounts. USD Private may provide liquidity, distribute tokens, support marketing or promotional activities, or engage in other activities that may affect the supply, demand, or market activity of $USDP. USD Private may also earn spreads, fees, or other economic benefits arising from transactions conducted through the Platform. These activities may create conflicts of interest between USD Private and users. You acknowledge and accept that USD Private has no obligation to minimize or eliminate such conflicts.

1.2.2. No Fiduciary Relationship. Your use of the Platform does not create any fiduciary, advisory, brokerage, agency, or trust relationship between you and USD Private. USD Private does not act as your broker, financial advisor, or investment manager.

1.3. Closed ecosystem. USD Private operates a closed ecosystem. $USDP is a custom ERC-20 token that is designed such that it can only be transferred through the Platform’s DEX/trading functionality and cannot be transferred out of a Web3 wallet by ordinary transfers (to the extent enforced by the $USDP token smart contract and related controls).

1.4. Brand Clarity. “USD Private” and the “$USDP token” are not affiliated with any other project using the ticker “$USDP”. USD Private is not listed on exchanges and operates a closed ecosystem.

1.5. Regulatory Changes. The regulatory environment for digital assets is evolving and may change rapidly. Laws, regulations, or government actions may impact the availability, legality, or operation of the Platform or digital assets supported by the Platform. USD Private reserves the right to modify, suspend, restrict, or discontinue the Platform or any functionality at any time as necessary to comply with applicable law, regulatory guidance, or legal obligations.

1.6. No Rights in Token. Ownership or holding of $USDP does not represent or confer any ownership interest, equity interest, governance right, voting right, profit participation, dividend right, or other legal interest in USD Private or any of its affiliates. $USDP is a digital token designed for use within the Platform ecosystem only.

1.7. No Expectation of Profit. $USDP is a digital token designed for use within the Platform ecosystem. $USDP is not intended to be purchased, held, or used for investment purposes. Nothing on the Platform, including charts, projections, growth curves, pricing schedules, profit calculators, or other informational tools, should be interpreted as a promise, representation, or expectation of profit. Any estimates or analytics displayed by the Platform are informational only and are not guarantees of value, profit, execution, or liquidity.

1.8. Acceptance of Terms. By accessing the Platform, connecting a wallet, submitting an Instruction, placing an Order, or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Platform. Your continued use of the Platform following any update to these Terms constitutes acceptance of the revised Terms. USD Private may require you to confirm acceptance of these Terms through additional actions within the Platform interface from time to time.

2. Eligibility

2.1. Eligibility Requirements. To be eligible to access or use the Platform and Services: (a) you must be an individual, corporation, legal person, entity or other organisation with full power, authority and capacity to access and use the Platform and to enter into and comply with these Terms, including (in the case of an individual) being of the legal age of majority in your jurisdiction; (b) if you use the Platform on behalf of an entity (for example as an employee or agent), you represent that you are duly authorised to act on behalf of and bind that entity to these Terms; and (c) your access and use must comply with all applicable laws, rules, and regulations.

2.2. Prohibited Users. You must not access or use the Platform if you are a “U.S. person” or located in the United States, a “U.K. Person” or located in the United Kingdom, a “Chinese Person” or located in the People’s Republic of China, or in any sanctioned or restricted jurisdiction, or if your access or use would cause you, USD Private, or any third party to violate applicable law. USD Private uses geo-blocking and other controls and will use best efforts to deter VPN/proxy circumvention, but cannot guarantee the effectiveness of such controls. USD Private may maintain a list of prohibited countries, jurisdictions, territories, and regions and update it from time to time. For sanctions-related restrictions, USD Private may refer to sanctions regimes and restrictions applicable to the British Virgin Islands, including the BVI Financial Services Commission’s “Sanctions By Regime” resources, as updated from time to time. Without limitation, you represent and warrant that you are not: (a) located in, incorporated in, or ordinarily resident in any jurisdiction subject to comprehensive economic sanctions; (b) identified on any sanctions list maintained by the United States, including the OFAC Specially Designated Nationals list, the United Kingdom, the European Union, or the United Nations; (c) owned or controlled by any sanctioned person or entity; or (d) acting on behalf of any sanctioned person or entity. USD Private may block access, restrict transactions, or terminate use of the Platform if it reasonably determines that a user may be subject to sanctions restrictions.

2.3. Amendments. USD Private may amend eligibility criteria and restricted jurisdictions at any time in its sole discretion. You are responsible for checking these Terms and any posted restrictions to remain eligible.

2.4. Representation of Eligibility. By using the Platform, you represent that you are not a prohibited user and will immediately discontinue use if you become prohibited.

2.5. Representations. You represent and warrant that (a) your decisions to use the Platform are based solely on your own judgment; (b) you have obtained all consents, approvals, and authorisations required to enter into these Terms and to use the Platform; and (c) your use of the Platform will not breach any agreement you are party to or cause any person to breach applicable law.

3. Platform Access; Accounts; Wallets

3.1. Wallet Access. You may access the Platform by connecting a self-custody Web3 wallet (e.g., MetaMask) or by creating a hosted wallet account through a third-party wallet provider.

3.2. No Custody. USD Private does not custody user assets. Users retain control of their private keys and digital assets at all times through their connected wallets or third-party wallet providers. USD Private does not have the ability to transfer, access, or control assets held in user wallets. Hosted wallets are provided by Web3Auth.io and are subject to that provider’s terms. USD Private does not control your private keys.

3.3. Gas Sponsorship / Smart Wallet. The Platform may deploy or utilize a smart wallet or paymaster mechanism to sponsor network fees so you can transact using USDC without separately holding ETH for gas. This does not grant USD Private custody of your assets.

3.4. Sanctions and Wallet Screening. USD Private may screen wallet addresses and related activity for sanctions exposure, prohibited conduct, or other compliance concerns using third-party tools, including the GoPlus Malicious Address / Address Security API, together with internal controls and other available compliance resources. USD Private may conduct screening at onboarding, wallet connection, prior to transaction execution, upon withdrawal or other transaction requests, periodically, or at such other times as USD Private determines based on risk, operational capacity, API availability, rate limits, and applicable compliance requirements. USD Private may update, replace, supplement, or discontinue any screening provider, tool, or process at any time. USD Private may deny access, blacklist addresses, reject or delay transactions, suspend accounts, or terminate use of the Platform based on screening results, sanctions exposure, risk indicators, or other compliance concerns.

3.5. Additional Information; Enhanced Due Diligence. USD Private may, at any time and in its sole discretion, require you to provide additional information, records, documentation, or materials in connection with your access to or use of the Platform, including for eligibility verification, sanctions screening, fraud prevention, source-of-funds or source-of-wealth review, suspicious activity review, security review, or compliance with applicable law. Such information may include, without limitation, information or documents relating to your identity, residence, control, beneficial ownership, authority to act, wallet ownership or control, transaction purpose, source of funds, source of wealth, or any counterparty or recipient connected with your use of the Platform. USD Private may refuse service, decline to process an Instruction, delay execution, suspend or restrict access, block transactions, or terminate your use of the Platform if you do not provide requested information promptly, if the information provided is incomplete or unsatisfactory, or if USD Private determines that additional review is necessary.

3.6. Service Restrictions. USD Private may refuse service or restrict access at any time for compliance, risk management, or security reasons.

3.7. Third-party Services. The Platform may rely on or integrate third-party services (including hosted wallet providers, RPC providers, and analytics). USD Private does not control and is not responsible for third-party services, their availability, or their terms, and your use of third-party services may be subject to additional terms and policies.

3.8. Access Requirements. To access the Platform, you must have the necessary equipment (such as a computer or smartphone) and internet access. You are responsible for obtaining, maintaining, and securing your devices, network access, and any wallet software. Automated access (including bots) is permitted only to the extent we allow it and only if it otherwise complies with these Terms.

3.9. Security Responsibility. Security of your wallet and devices. You are solely responsible for maintaining the security of your wallet(s), devices, credentials, recovery phrases, and any authentication methods used to access hosted wallet services. You must not share credentials or approve transactions you do not understand. We will never ask for your private keys or recovery phrases. You must promptly notify us via support@usdprivate.com if you believe there has been unauthorized access, fraud, or a security breach affecting your wallet or your use of the Platform.

4. Fees; Spreads; Adjustments

4.1. Spread Disclosure. USD Private may earn a spread when a sell order price (locked at order time) differs from the executed settlement price at the time the order is matched and settled in a block. If any amount remains after settlement between buyer and seller, such remainder may be payable to USD Private as the spread.

4.2. Buy Order Cancellations. Buy orders are firm commitments. You may cancel a buy order prior to execution subject to a disclosed cancellation fee (currently 25% of the order amount), which may be adjusted by USD Private at any time and will be displayed when the buy order interface is opened. Once a buy order has been executed in whole or in part, the executed portion of the transaction is final and cannot be cancelled, reversed, or modified. Any unexecuted portion of a partially filled buy order may be cancelled subject to the applicable cancellation fee. Transactions that have been submitted to and confirmed on the blockchain cannot be reversed by USD Private. Any estimates displayed prior to execution, including the amount of $USDP to be received or the estimated gas cost, are indicative only and may differ from the final executed transaction.

4.3. Sell Order Cancellations. You may cancel a sell order prior to execution without penalty unless otherwise disclosed at the time of order placement. Once a sell order has been executed in whole or in part, the executed portion of the transaction is final and cannot be reversed, cancelled, or modified. Any unexecuted portion of a partially filled order may be cancelled in accordance with the Platform’s order cancellation rules. Transactions that have been submitted to and confirmed on the blockchain cannot be reversed by USD Private.

4.4. Transaction Limits. USD Private may set and adjust minimum/maximum order sizes, daily limits, block size limits, and time limits for block execution in its sole discretion.

4.5. Maximum Purchase. USD Private may impose and adjust a maximum purchase amount per wallet/user.

4.6. Fee changes. USD Private may modify fees, spreads, and cancellation penalties from time to time. Continued use of the Platform constitutes acceptance.

4.7. Calculation Disclaimer. Any calculations of fees, spreads, limits, or amounts displayed by the Platform are estimates and may differ from on-chain results due to blockchain conditions, rounding, timing, or other factors. To the extent permitted by law, USD Private’s records and the applicable on-chain transaction data will be conclusive in the absence of a manifest error.

5. Records; Data Retention

5.1. Data Retention. USD Private may retain records relating to your access to and use of the Platform, including wallet connection logs, transaction metadata, screening results, communications, compliance records, and any information or documents provided for verification or diligence purposes, for four (4) years or such longer period as may be required or permitted by applicable law, regulation, legal process, or internal compliance needs.

5.2. Privacy Notice. Your use of the Platform is also governed by our Privacy Notice: https://usdprivate.com/privacy-policy

6. Orders and Transactions

6.1. Assets Supported. The Platform supports transactions between USDC and the $USDP token on the Base network only. No fiat transactions are supported. USD Private has no obligation to act as a market maker, liquidity provider, or counterparty for any transaction involving $USDP. USD Private may cease trading support, liquidity provision, or token distribution at any time.

6.2. Submission of Instructions. An “Instruction” is any order, command, or transaction request you submit through the Platform to initiate an on-chain swap or other on-chain action. You must ensure that any Instruction submitted is complete and accurate. We are not required to verify the accuracy or authenticity of any Instruction, and we may refuse, delay, or decline to act on any Instruction (including for compliance, security, suspected fraud, prohibited use, or insufficient assets) to the extent we can do so before it is executed on-chain. Once an Instruction is submitted to the blockchain for execution, it is generally irreversible and you may not be able to rescind or withdraw it.

6.3. Order processing. Orders may be queued and may be executed in blocks. Execution may be delayed and partial fills may occur. Orders are generally executed in the order they are placed; however, USD Private may allocate or prioritize orders to fulfill influencer or marketing campaigns that require $USDP, including by reserving tokens or adjusting allocation to meet such campaign needs.

6.4. Pricing, Estimates, and Execution. When submitting a buy order, the Platform may display an estimated number of $USDP tokens you may receive in exchange for the USDC you intend to swap, together with an estimate of the network gas fees required to process the transaction. These estimates are provided for informational purposes only. For buy orders, the number of $USDP tokens received will be determined based on the $USDP price at the time the transaction is executed on-chain. The final amount of $USDP received may differ from the estimate due to factors including the actual gas fees required to process the transaction and the $USDP price applicable at the time of execution. For sell orders, the $USDP price displayed at the time the sell order is placed will apply to the transaction. Orders may be partially filled, and partial fills will be priced based on the amount of USDC executed for each fill. USD Private does not guarantee that estimated amounts displayed by the Platform will match the final executed amounts and is not responsible for differences resulting from blockchain processing, gas fee fluctuations, network congestion, or other factors outside of USD Private’s control.

6.5. Algorithmic Pricing. The pricing of $USDP on the Platform may be determined by software-defined parameters, algorithmic mechanisms, scheduled pricing models, or other internal pricing logic implemented by USD Private. These pricing mechanisms may not reflect supply and demand dynamics present in external markets, and the price of $USDP on the Platform may differ significantly from prices that may exist on other platforms or markets, if any exist. Users acknowledge that the price of $USDP may be influenced by the Platform’s design, token distribution mechanisms, or internal pricing schedules. The Platform does not represent that the price of $USDP is determined through a traditional market-based price discovery process. USD Private may modify or update pricing mechanisms, token distribution schedules, or other parameters affecting the price of $USDP at any time. Users should not interpret the price of $USDP on the Platform as an objective market valuation.

6.6. No Best Execution. USD Private does not provide best execution or any guarantee of order priority, fairness, or optimal pricing. Orders may be queued, batched, delayed, partially executed, or rejected depending on system parameters, available liquidity, blockchain conditions, and other operational factors. USD Private may modify execution sequencing, allocation rules, or transaction processing logic at any time in its sole discretion.

6.7. Informational Tools. The Platform may display informational tools, including growth curves, projected price paths, profit calculators, or other illustrative analytics relating to $USDP holdings. These tools are provided solely for informational and educational purposes. Any estimates, projections, or calculations displayed by the Platform are illustrative only and are based on assumptions, parameters, or software-defined models that may change at any time. Such tools do not represent guarantees, commitments, or promises regarding future price, value, profitability, liquidity, or market performance. Users should not rely on any projections, estimates, charts, or calculators when making financial or investment decisions.

6.8. Liquidity Disclaimer. No guarantee of liquidity. Trading activity for $USDP may be limited or unavailable and may depend on participation by other users or USD Private. Liquidity may decrease or disappear without notice.

6.9. Secondary Market Disclaimer. $USDP is designed for use within the USD Private Platform ecosystem. USD Private does not represent or guarantee that $USDP will be listed on any cryptocurrency exchange, secondary trading venue, or external marketplace. $USDP may not be transferable outside the Platform and may only be tradable through the Platform’s trading functionality. The ability to sell $USDP depends entirely on the existence of willing buyers within the Platform ecosystem. USD Private does not guarantee the availability of buyers, liquidity, market demand, or the ability to sell $USDP at any particular time or price. Nothing on the Platform or in these Terms should be interpreted as a commitment to create or support any secondary market for $USDP.

6.10. Irreversibility. Transactions executed on the blockchain are final and cannot be reversed by USD Private.

6.11. Pauses. USD Private may pause or restrict functionality (including order submission) to address bugs, security incidents, or other operational needs. When feasible, USD Private will provide notice via the Platform and the official announcements channel.

6.12. Announcements channel: https://t.me/USDPrivate

7. Deposits and Withdrawals

7.1. Deposit Responsibility. Users must provide their own USDC on the Base network. USD Private does not provide an in-app bridge, fiat on-ramp, or conversion service.

7.2. $USDP Transfer Restrictions. $USDP withdrawals off-platform are not supported. $USDP is designed to be transferable only through the Platform’s trading functionality.

7.3. USDC Withdrawals. Users who access the Platform through a hosted wallet may withdraw USDC by transferring it to another wallet or exchange, subject to any applicable third-party wallet provider controls. Users who access the Platform through a self-custody wallet retain control of their USDC at all times.

7.4. User Responsibility for Transfers. Users are solely responsible for initiating and confirming any transfers of USDC from their wallet to another wallet, exchange, or third-party service. USD Private does not control or verify external wallet addresses and is not responsible for transfers sent to incorrect addresses, unsupported networks, or incompatible wallets.

7.5. Irreversible Transactions. Blockchain transactions are irreversible. Once a transfer of USDC is submitted to the Base network and confirmed, USD Private cannot cancel, reverse, or recover the transaction.

7.6. Third-Party Wallets and Services. Transfers to or from external wallets, exchanges, or third-party services are conducted at the user’s own risk. USD Private is not responsible for the security, availability, policies, or actions of any third-party wallet provider, exchange, or service.

8. Promotions and Referrals

8.1. Promotional Programs. USD Private may offer referral, bonus, or promotional programs in the future, and may also use other methods of rewarding users (including discounts, fee rebates, airdrops, grants, or other rewards). Any such program or reward method will be subject to additional terms, may be modified or discontinued at any time, and will exclude sanctioned regions and self-referrals. Rewards, if offered, may be denominated in $USDP.

9. Reviews; User Content; AI Helper

9.1. Reviews. Users may submit public reviews or other content through the Platform. Reviews require an account and are subject to moderation and administrative approval. USD Private may remove, edit, or decline to publish reviews or other user content at any time in its sole discretion.

9.2. User Responsibility. Users are solely responsible for any reviews, comments, or other content they submit. By submitting content, you represent and warrant that the content is accurate to the best of your knowledge, does not violate any law, and does not infringe the rights of any third party.

9.3. License. By submitting reviews or other content, you grant USD Private a worldwide, non-exclusive, royalty-free, perpetual license to host, reproduce, modify, display, distribute, and otherwise use such content in connection with the Platform and its operation.

9.4. No Endorsement. Reviews and other user-generated content reflect the opinions of the users who submit them and do not represent the views or endorsements of USD Private. USD Private does not verify the accuracy of user-generated content.

9.5. AI Helper. The Platform may provide an AI-based FAQ or helper tool. Any responses generated by such tools are provided for informational purposes only and may be incomplete, outdated, or inaccurate. AI-generated responses do not constitute investment, legal, tax, or financial advice.

9.6. No Reliance. Users should not rely on AI-generated responses or user-generated content when making financial or investment decisions. USD Private disclaims any liability arising from reliance on such content.

9.7. Guided Tour. The Platform may provide a guided tour or onboarding assistance when first accessing the Platform. Such materials are provided for informational purposes only.

10. Acceptable Use

10.1. Illegal Activity Prohibition. You must not use the Platform for illegal, fraudulent, abusive, or manipulative conduct, including market manipulation, wash trading, money laundering, terrorism financing, or sanctions evasion.

10.2. Specific Prohibited Conduct. Without limiting the foregoing, you must not: (a) provide false, inaccurate, or misleading information; (b) attempt unauthorised access, probe, scan, or test vulnerabilities; (c) reverse engineer or attempt to extract source code; (d) use malware, spyware, or other harmful code; (e) scrape or copy data using unauthorised tools; (f) circumvent geo-blocking or compliance controls (including via VPNs or proxies); or (g) use the Platform in a way that infringes third-party rights.

10.3. Enforcement. USD Private may suspend, terminate, or restrict access for violations, suspected fraud, screening hits, or security concerns.

10.4. Suspension Powers. USD Private may (to the extent technically feasible) refuse to process an Instruction, block order submission, pause features, suspend or terminate your access, or take other actions it reasonably considers necessary, with immediate effect and for any reason, including where: (a) you are not, or are no longer, eligible; (b) we reasonably suspect fraud, prohibited use, sanctions evasion, or unauthorised activity; (c) information you provided is untruthful, outdated, or incomplete; (d) we are required to do so by applicable law or a regulator; (e) you breached these Terms; (f) there is a security incident; or (g) you attempt to circumvent our controls. You acknowledge that decisions may be based on confidential risk criteria and we are under no obligation to disclose those criteria.

10.5. Effect of termination. Upon termination, your right to use the Platform ends. On-chain assets in your wallet remain subject to the applicable blockchain and your wallet provider’s controls. Any open orders may be cancelled (subject to the applicable cancellation terms) or may fail to execute.

10.6. Regulatory Cooperation; Suspicious Activity Disclosures. USD Private may, where required or permitted by applicable law, disclose information relating to your access to or use of the Platform to law enforcement authorities, regulators, courts, sanctions authorities, financial intelligence units, tax authorities, or other governmental or competent authorities. USD Private may also make reports, referrals, or disclosures relating to suspected fraud, sanctions violations, money laundering, terrorist financing, unlawful activity, prohibited use, or other suspicious activity, and may preserve, review, and provide records, wallet information, transaction information, usage data, communications, and related materials in connection with such matters. You acknowledge and agree that USD Private may take any action it reasonably considers necessary in connection with such matters, including restricting access, blocking transactions, delaying or declining Instructions, freezing or flagging activity to the extent technically feasible, or terminating use of the Platform.

10.7. No Duty to Monitor. USD Private is not obligated to monitor transactions, user activity, or content on the Platform. While USD Private may implement controls designed to detect fraud, prohibited activity, or violations of these Terms, USD Private makes no representation that such controls will detect or prevent all misconduct.

11. Privacy; Analytics; Cookies

11.1. Analytics. USD Private may use analytics (including Google Analytics) and other tracking technologies to measure performance.

11.2. Data Retention. Data retention is four (4) years as described in Section 5.

11.3. Privacy Notice. Your use of the Platform is subject to the Privacy Notice, which forms part of these Terms. If there is a conflict between these Terms and the Privacy Notice regarding personal data processing, the Privacy Notice will control.

12. Intellectual Property

12.1. IP Ownership. All Platform IP, trademarks, and software remain the property of USD Private and/or its licensors. You receive a limited, revocable, non-transferable license to use the Platform for personal, non-commercial use.

12.2. Feedback license. If you provide feedback or suggestions, you grant USD Private a perpetual, worldwide, royalty-free license to use and incorporate that feedback without restriction or compensation.

13. ‘For Good’ Statements (Aspirational)

13.1. Aspirational Statements Disclaimer. Any statements about social impact, “digital currency for good,” or similar objectives are aspirational marketing statements only and do not create binding obligations. Any future donation/impact programs, if introduced, are expected to be opt-in and subject to separate terms.

14. Disclaimers

14.1. PLATFORM WARRANTY DISCLAIMER. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14.2. AVAILABILITY DISCLAIMER. USD PRIVATE DOES NOT WARRANT THAT ACCESS WILL BE CONTINUOUS, TIMELY, SECURE, OR ERROR-FREE.

14.3. Blockchain Risks. Transactions may fail due to network congestion, smart contract issues, forks, reorgs, RPC outages, third-party infrastructure, or other events outside our control.

14.4. Experimental Technology. The Platform relies on emerging technologies including blockchain networks, smart contracts, and cryptographic systems. These technologies are experimental and may contain vulnerabilities, bugs, or design limitations that could result in financial loss, transaction failure, or service disruption. USD Private does not guarantee that the Platform or underlying technology will function without interruption or error.

14.5. No Reliance. You are solely responsible for your decisions and should not rely on any Platform content, charts, calculators, or estimates as a basis for financial decisions.

14.6. Maintenance. We do not represent or warrant that any Instruction or Transaction will be completed successfully or within any time period. Access may be suspended for scheduled or emergency maintenance.

14.7. Content accuracy. While we may provide information, we do not warrant that any content is accurate, complete, or current, and we may update or correct content at any time without notice.

14.8. Third-party links. Links to third-party websites or services are provided for convenience only. USD Private does not control and is not responsible for third-party content, products, or services.

14.9. Device compatibility. You are responsible for ensuring your devices, wallet software, and network access are compatible with the Platform. We do not guarantee operation across all devices or configurations.

14.10. Network Events. The operation of blockchain networks may be affected by events outside of USD Private’s control, including forks, validator failures, consensus changes, network congestion, software bugs, or malicious attacks. USD Private is not responsible for losses resulting from such events, including any disruption to the Base network or other blockchain infrastructure used by the Platform.

14.11. Smart Contract Risk. The Platform relies on smart contract software deployed on blockchain networks. Smart contracts may contain bugs, vulnerabilities, or unintended functionality. Exploits, hacks, or coding errors could result in loss of digital assets or disruption of Platform services. USD Private makes no warranties regarding the performance or security of smart contracts.

14.12. Digital Asset Volatility. Digital assets are highly volatile and may experience extreme price fluctuations. The value of $USDP or any other digital asset may increase, decrease, or become worthless at any time. USD Private does not guarantee any market value for $USDP.

14.13. Token Functionality. The functionality, utility, or technical features of $USDP may change over time. Smart contracts may be upgraded, modified, or replaced. USD Private makes no representation that $USDP will maintain any particular functionality or technical capability.

14.14. Regulatory Classification. The regulatory treatment of digital assets is uncertain and varies across jurisdictions. Digital assets may be classified as securities, commodities, derivatives, or other regulated instruments in certain jurisdictions. Users are solely responsible for determining whether their use of the Platform complies with applicable laws.

15. Assumption of Risk

15.1. Risk Acknowledgment. By using the Platform, you acknowledge and accept the inherent risks associated with blockchain technology and digital assets. These risks include, without limitation: (a) volatility in the price or value of digital assets; (b) the possibility of partial or total loss of digital assets; (c) smart contract vulnerabilities or exploits; (d) blockchain network failures, congestion, or protocol changes; (e) loss of access to digital assets due to wallet errors, private key loss, or user mistakes; (f) the possibility that liquidity for $USDP may be limited or unavailable. You acknowledge that you have sufficient knowledge and experience to understand these risks and that you assume full responsibility for any losses arising from your use of the Platform.

16. Indemnity

16.1. Indemnification. You agree to indemnify and hold harmless USD Private and its affiliates from any claims, damages, losses, liabilities, costs, or expenses arising from: (a) your use of the Platform; (b) digital asset transactions initiated through your wallet; (c) your violation of applicable law or sanctions restrictions; (d) your breach of these Terms; or (e) your interaction with third-party wallets, services, or protocols.

16.2. Release. To the maximum extent permitted by law, you release USD Private from claims arising out of disputes between you and other users or third parties in connection with the Platform.

17. Limitation of Liability

17.1. Damage Exclusion. To the fullest extent permitted by law, USD Private will not be liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, data, or goodwill. Without limitation, USD Private will not be liable for losses arising from blockchain network failures, validator actions, consensus changes, protocol upgrades, forks, smart contract vulnerabilities, third-party infrastructure failures, or fluctuations in digital asset prices.

17.2. Liability Cap. USD Private’s total liability will not exceed the greater of:
(a) the fees you paid to USD Private in the twelve (12) months preceding the event giving rise to the claim; or
(b) USD $100.

17.3. Time limit on claims. To the fullest extent permitted by law, any claim you have against USD Private relating to the Platform or these Terms must be brought within one (1) year after the cause of action arises, otherwise the claim is permanently barred.

18. Taxes

18.1. User Responsibility. You are solely responsible for determining, reporting, and paying any taxes that may apply to your use of the Platform or any transactions conducted through the Platform, including any swaps involving USDC and $USDP.

18.2. No Tax Advice. USD Private does not provide tax advice. You are responsible for seeking independent tax advice regarding the tax consequences of using the Platform or engaging in digital asset transactions.

18.3. Recordkeeping. You are responsible for maintaining accurate records of your transactions for tax reporting purposes. USD Private is not responsible for determining or reporting your tax obligations.

18.4. Withholding. To the extent required by applicable law, USD Private may report certain transaction information to tax authorities or withhold amounts required by law.

19. Governing Law

19.1. Panama Law. These Terms and any dispute arising out of or relating to them are governed by the laws of Panama, without regard to conflict of law principles.

20. Dispute Resolution; Arbitration

20.1. Dispute Resolution; Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms, the Platform, the $USDP token, any purchase, sale, allocation, cancellation, restriction, suspension, administration, or use of $USDP, any transaction conducted through the Platform, or the relationship between you and any of the USD Private Entities, including any question regarding the existence, validity, interpretation, performance, breach, or termination of these Terms, shall be finally resolved by binding arbitration.

20.2. Seat, Language, Arbitrator, and Rules. The seat and legal place of arbitration shall be Panama City, Republic of Panama. The arbitration shall be conducted in the English language before a single arbitrator, unless the applicable arbitration rules require otherwise or the parties agree that three arbitrators are appropriate due to the nature or amount of the dispute. The arbitration shall be conducted under the arbitration rules selected by USD Private and specified in these Terms, or, if no rules are specified, under the UNCITRAL Arbitration Rules.

20.3. Application to USD Private Entities. This dispute-resolution provision applies for the benefit of each of the USD Private Entities, including USD PRIVATE PA CORP, in its capacity as operator of the Platform, and USD Private Limited, in its capacity as issuer and seller of the $USDP token. Each USD Private Entity may enforce this provision directly.

20.4. Governing Law. The governing law of these Terms shall be the laws of the Republic of Panama, without regard to conflict-of-law principles, except to the extent that any mandatory law applicable to the BVI issuer, token issuance, sanctions compliance, or other non-waivable matters applies.

20.6. Informal Resolution. Before initiating arbitration or court proceedings, as applicable, you agree to attempt good-faith informal resolution by sending a written notice of dispute to USD Private at the contact details in Section 21 and participating in at least one conference call if requested, unless prohibited by applicable law.

This informal resolution requirement does not apply where any USD Private Party seeks urgent, emergency, injunctive, equitable, or protective relief under Section 20.3.

20.7. Carve-Out for Protective Relief. Notwithstanding the foregoing agreement to arbitrate, nothing in these Terms prevents any USD Private Party from seeking temporary, preliminary, emergency, injunctive, equitable, or protective relief in any court of competent jurisdiction, including where necessary or appropriate to protect the Platform, enforce sanctions or compliance controls, prevent fraud, prevent market manipulation, protect users, preserve assets, enforce token restrictions, protect intellectual property rights, or prevent unauthorized access to or misuse of the Platform.

Seeking such relief shall not be deemed a waiver of the right to arbitrate any underlying dispute.

21. Notices; Communications

21.1. Contact details: support@usdprivate.com

21.2. Platform Notices. Notices to users may be posted on the Platform and/or the official announcements channel. USD Private does not maintain user contact details for notice purposes unless provided voluntarily through support channels. If you use a hosted wallet provider or other third-party service that collects contact details (e.g., email or phone), any such collection and communications are governed by that third party’s terms and policies.

21.3. Electronic communications. By using the Platform, you consent to receive communications and notices electronically via the Platform or the announcements channel, and you agree that such electronic notices satisfy any legal notice requirements to the extent permitted by law.

21.4. Records. To the extent you communicate with USD Private (for example through support channels or in-app messaging), you agree that USD Private may keep records of those communications for compliance, support, and dispute purposes, consistent with the Privacy Notice.

22. Miscellaneous

22.1. Assignment. You may not assign, transfer, or otherwise dispose of any of your rights or obligations under these Terms without the prior written consent of USD Private. Any attempted assignment in violation of this provision will be null and void. USD Private may assign or transfer these Terms, in whole or in part, to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets without restriction.

22.2. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, that provision will be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

22.3. Entire Agreement. These Terms, together with any policies, notices, or documents incorporated by reference, constitute the entire agreement between you and USD Private regarding the Platform and supersede any prior or contemporaneous agreements, communications, or understandings relating to the subject matter.

22.4. No Waiver. The failure of USD Private to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of USD Private.

22.5. Force Majeure. USD Private will not be liable for any delay, failure in performance, or interruption of service resulting from events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, power failures, telecommunications disruptions, blockchain network congestion, or failures of third-party service providers.

22.6. Survival. Any provisions of these Terms that by their nature should survive termination or expiration of these Terms will survive, including without limitation provisions relating to disclaimers, limitations of liability, indemnification, dispute resolution, and governing law.

22.7. Relationship. These Terms do not create a partnership, joint venture, employment, agency, or fiduciary relationship between you and USD Private.

22.8. Interpretation. If we provide translations, the English version controls to the extent permitted by law. Headings are for convenience only and do not affect interpretation. “Include” and “including” mean “without limitation”.

22.9. No third-party beneficiaries. Except for USD Private’s affiliates and service providers as expressly contemplated, these Terms are for the benefit of you and USD Private only and do not create third-party beneficiary rights.

22.10. Regulatory Compliance Changes. USD Private may modify, suspend, restrict, or discontinue any aspect of the Platform, including trading functionality, token mechanics, or access to the Services, if USD Private reasonably determines that such action is necessary to comply with applicable laws, regulations, regulatory guidance, or requests from governmental or regulatory authorities. Such actions may include restricting access in certain jurisdictions, suspending trading activity, modifying token functionality, or discontinuing support for certain features. USD Private will use reasonable efforts to provide notice where practicable but may take immediate action where required for legal or regulatory compliance.

22.11. Platform Modifications. USD Private may modify, suspend, discontinue, or restrict any aspect of the Platform at any time, including trading functionality, token mechanics, pricing mechanisms, or technical infrastructure.

22.12. Changes to these Terms. USD Private may amend these Terms at any time by posting an updated version on the Platform and updating the “Last Updated” date. Your continued use of the Platform after changes become effective constitutes acceptance. If you do not agree to changes, you must stop using the Platform.

23. Phase 2 / USDM (Not Currently Available)

23.1. Phase 2 / Future Features. Future Features Disclaimer. Any references to “Phase 2”, including any potential conversion of $USDP into “USDM” on a new Layer-1 fork or similar future network architecture, are provided for informational and illustrative purposes only and do not form part of the current Platform offering. Phase 2 functionality is conceptual in nature and may be modified, delayed, or never implemented. USD Private makes no representation, warranty, or commitment that Phase 2 features will be developed, launched, or made available to users. Nothing in these Terms, the Platform interface, or any related materials should be interpreted as granting users any right, entitlement, or expectation to convert $USDP into USDM or to participate in any future network migration, fork, or token conversion. If Phase 2 or any similar functionality is introduced in the future, it will be subject to separate terms, conditions, and eligibility requirements, which may differ materially from the current Platform.

24. Definitions

For purposes of these Terms, the following definitions apply:

“Base” means the Base Layer-2 blockchain network and any successor network on which the Platform operates.

“Blockchain Network” means the distributed ledger system on which digital asset transactions are validated and recorded.

“Buy Order” means an Order submitted through the Platform to swap USDC for $USDP.

“Digital Assets” means blockchain-based tokens or cryptocurrencies, including USDC and $USDP.

“Blockchain Transaction” means any transaction recorded on a blockchain network involving digital assets.

“Execution” means the on-chain completion and settlement of an Order through the Base network.

“Gas Fees” means the blockchain network fees required to process and confirm transactions on the Base network.

“Hosted Wallet” means a wallet account made available through an integrated third-party wallet provider that enables users to interact with the Platform.

“Instruction” means any order, command, or transaction request submitted by a user through the Platform to initiate an on-chain action.

“Order” means a request submitted through the Platform to execute a swap between USDC and $USDP.

“Platform” means the USD Private website, application, interface, smart contract infrastructure, and related software through which the Services are made available.

“Self-Custody Wallet” means a non-custodial Web3 wallet controlled solely by the user, including wallets such as MetaMask or similar providers.

“Services” means the software tools, interfaces, smart contract interactions, and related functionality provided by USD Private that enable users to access and use the Platform.

“Sell Order” means an Order submitted through the Platform to swap $USDP for USDC.

“Smart Contracts” means software programs deployed on a blockchain that automatically execute predefined functions or transactions.

“Transaction” means an executed on-chain swap, settlement, or transfer involving USDC and $USDP through the Platform.

“USDC” means the USD Coin stablecoin on the Base network.

“$USDP” or “$USDP Token” means the ERC-compatible digital token used within the USD Private ecosystem and designed to be transferable only through the Platform’s trading functionality.

“User”, “you”, or “your” means any individual or entity that accesses or uses the Platform or Services.

“U.S. person” has the meaning given under applicable United States securities and financial laws and includes, without limitation, individual’s resident in the United States and entities organized under the laws of the United States or any U.S. state.

“Phase 2” means any potential future version of the Platform that may include additional functionality, including possible token conversion to “USDM” or operation on a different blockchain architecture, which is not part of the current Platform offering.

“USDM” means any potential future digital asset referenced by USD Private in connection with a possible Phase 2 upgrade or network migration.

USD PRIVATE PA CORP
Registered office / domicile: PH The Century Tower, Office 317, Vía Ricardo J. Alfaro, Corregimiento de Betania, District of Panama, Province of Panama, Republic of Panama
Resident agent: PACIFICA LEGAL

USD PRIVATE LIMITED
Registered office: Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands.

For support, notices, and communications relating to these Terms, Contact: support@usdprivate.com
Website: https://usdprivate.com