Terms of Use

These Terms of Use (“Terms”) govern your access to and use of ipUSD (the “Protocol”), including its associated website, application, interfaces, and related services (collectively, the “Services”).

For the purposes of these Terms, “we,” “us,” and “our” refer to the entity responsible for providing the relevant Services, where applicable.

The Protocol provides blockchain-based functionality associated with ipUSD, a digital asset designed to facilitate exposure to tokenized real-world asset (“RWA”) strategies, including assets associated with intellectual property and royalty-related economic rights.

By accessing, connecting a wallet to, 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 Services.

You may use the Services only if you:

• Are at least 18 years old or have reached the age of legal majority in your jurisdiction, whichever is higher;
• Have the legal capacity to enter into binding agreements;
• Are not prohibited from using the Services under applicable laws or regulations;
• Are not subject to applicable sanctions or other restrictions that prohibit your participation;
• Comply with all laws and regulations relevant to your access to and use of the Services.

You are solely responsible for determining whether your use of the Protocol is lawful in your jurisdiction.

We may restrict access to certain features, jurisdictions, addresses, or users where required by law or reasonably necessary for security or compliance purposes.

3.1 Overview

ipUSD is a blockchain-based digital asset associated with RWA-related strategies and underlying financial arrangements.

The Protocol may provide functionality allowing eligible users to:

• Subscribe to ipUSD using supported digital assets;
• Hold and transfer ipUSD, where supported;
• Submit standard or instant withdrawal requests;
• Monitor withdrawal queues and settlement status;
• Claim eligible assets when they become available;
• Review information relating to the Protocol's assets, liquidity, and performance.

Specific functionality may depend on the relevant blockchain network, smart contracts, underlying assets, liquidity arrangements, and operational conditions.

3.2 No Bank Deposit

ipUSD is not a bank deposit, savings account, or government-insured financial product.

Unless explicitly stated in legally binding documentation, ipUSD does not represent a deposit obligation of any bank or financial institution.

Assets associated with the Protocol are not protected by government deposit insurance schemes.

3.3 No Guaranteed Returns

Any yield, return, annual percentage rate, estimated yield, or performance figure displayed through the Services is provided for informational purposes.

Such figures may be based on estimates, historical performance, underlying asset data, or other assumptions.

They are not guarantees of future performance.

Actual outcomes may differ materially from displayed estimates.

Users may experience reduced returns, delayed payments, loss of principal, or other adverse outcomes.

3.4 No Guaranteed Redemption Value

Holding ipUSD does not guarantee redemption at a fixed value, at a particular exchange rate, or within a specified period.

The amount and timing of any withdrawal or redemption may depend on applicable Protocol mechanics, asset valuations, settlement arrangements, available liquidity, fees, and other relevant conditions.

4.1 Non-Custodial Wallets

The Services may allow you to connect a compatible blockchain wallet.

You are responsible for selecting, maintaining, and securing your wallet.

Unless expressly stated otherwise, connecting your wallet does not transfer custody of your private keys to us.

We do not require access to your private keys or recovery phrases to provide standard wallet-connected functionality.

4.2 Wallet Security

You are solely responsible for:

• Protecting your private keys and recovery phrases;
• Maintaining the security of your devices and wallet software;
• Verifying transaction details before signing;
• Confirming the correct blockchain network and asset;
• Ensuring that transactions are submitted to the intended smart contracts.

Transactions authorized through your wallet may be irreversible.

We are not responsible for losses resulting from compromised credentials, unauthorized wallet access, incorrect transaction details, or user errors, except where liability cannot lawfully be excluded.

4.3 Transaction Authorization

By signing or submitting a blockchain transaction, you authorize the relevant smart contract or blockchain network to process that transaction according to its applicable rules.

You are responsible for reviewing transaction parameters, applicable fees, approvals, and potential consequences before confirming any transaction.

5.1 Subscription Process

The Protocol may allow users to subscribe to ipUSD by providing supported digital assets through the designated interface.

Subscription transactions may be subject to:

• Supported asset requirements;
• Minimum or maximum transaction amounts;
• Applicable fees;
• Smart contract execution;
• Processing or settlement periods;
• Network confirmation requirements;
• Protocol-specific limitations.

The interface may display estimated outputs or other relevant transaction information before submission.

Such information may change before a transaction is finalized.

5.2 Processing and Settlement

A submitted subscription request may not result in immediate completion or immediate availability of the corresponding assets or shares.

Depending on the applicable Protocol mechanics, subscriptions may enter a processing queue and require additional settlement steps.

After settlement, users may need to submit a separate transaction to claim their allocated assets or shares.

A pending or queued status does not guarantee immediate execution or a particular completion time.

5.3 Transaction Finality

Once a blockchain transaction has been confirmed, it may be irreversible.

Any ability to cancel, modify, or reverse a pending subscription request is governed by the applicable smart contract functionality and Protocol rules.

We do not guarantee that a transaction can be reversed after submission.

6.1 Withdrawal Requests

The Protocol may provide standard and instant withdrawal mechanisms, subject to available functionality and liquidity conditions.

A withdrawal request may involve submitting or otherwise committing the relevant Protocol shares for processing according to the applicable smart contract rules.

The amount ultimately received may depend on asset valuations, applicable fees, liquidity availability, settlement conditions, and other Protocol parameters.

6.2 Standard Withdrawals

Standard withdrawals may be processed through a queue-based mechanism.

After submission, a withdrawal request may remain pending or queued before progressing through applicable processing and settlement stages.

The Protocol may use contract-enforced first-in, first-out (“FIFO”) processing rules for standard withdrawals.

Standard withdrawal requests may be subject to a defined waiting period before cancellation becomes available.

The specific cancellation conditions and timing will be determined by the applicable Protocol rules and smart contract implementation.

Submitting a withdrawal request does not guarantee immediate settlement or a particular completion date.

6.3 Instant Withdrawals

Where supported, the Protocol may allow users to request instant withdrawals using available liquidity.

Instant withdrawals may be subject to:

• Available instant withdrawal capacity;
• Protocol-defined eligibility and processing conditions;
• Applicable fees;
• Smart contract execution requirements;
• Other technical or operational limitations.

The availability of an instant withdrawal option does not guarantee that a request will be successful.

A request may fail or become unavailable if the applicable conditions are not satisfied.

Instant withdrawal functionality does not guarantee continuous or unlimited liquidity.

6.4 Withdrawal Cancellation

Certain withdrawal requests may be eligible for cancellation if the relevant smart contract and request status permit it.

Cancellation availability may depend on:

• The type of withdrawal;
• The time elapsed since submission;
• The current processing status;
• Applicable smart contract restrictions;
• Whether processing or settlement has already reached a stage at which cancellation is no longer permitted.

A cancellation request may require an additional blockchain transaction and associated network fees.

Users should not assume that all queued or pending requests can be cancelled.

6.5 Liquidity Constraints

Withdrawals may be delayed or restricted because of:

• Insufficient available liquidity;
• Underlying RWA settlement schedules;
• Banking or payment processing delays;
• Blockchain congestion;
• Smart contract limitations;
• Extraordinary market conditions;
• Security incidents;
• Other operational or technical circumstances.

The Protocol may maintain liquidity arrangements intended to support withdrawals. However, such arrangements do not guarantee immediate liquidity or uninterrupted redemption availability.

6.6 Claims

Once a withdrawal or other eligible transaction has been processed and the corresponding assets are available, the user may be required to submit a separate claim transaction.

Where supported, multiple eligible claims may be collected through a batch claim transaction.

Claim availability may be displayed through the Services.

Claim transactions may incur blockchain network fees and remain subject to the applicable smart contract rules.

Assets displayed as claimable are not necessarily transferred automatically to a user's wallet.

Use of the Protocol may involve fees or costs, including:

• Subscription-related fees;
• Withdrawal or redemption fees;
• Management or operational fees associated with underlying arrangements;
• Blockchain network transaction fees;
• Other charges disclosed through the Services or relevant documentation.

Applicable fees may vary by transaction type, asset, network, or Protocol configuration.

Blockchain network fees are generally determined by network conditions and may be paid to independent network participants.

We do not control all network fees or third-party costs.

You are responsible for reviewing any applicable fees before submitting a transaction.

The Services may display information such as:

• Net asset value (“NAV”);
• NAV per share;
• Total vault value;
• Estimated yield;
• Underlying asset performance;
• RWA holdings and asset allocation;
• Liquidity information;
• Subscription and withdrawal estimates;
• Historical performance indicators.

Such information may rely on data provided by third parties, external asset managers, valuation sources, or other infrastructure components.

Reported figures may be subject to calculation methodologies, valuation schedules, reporting delays, rounding, and subsequent adjustments.

Estimated yield and underlying asset performance are distinct measures and may not be directly interchangeable.

Historical performance does not guarantee future results.

The Services may contain information that is delayed, incomplete, or subject to correction.

We do not guarantee that all information displayed through the Services will be accurate, complete, or updated in real time.

The Protocol may involve exposure to underlying RWA strategies, intellectual property-related economic rights, financial instruments, or related arrangements.

These may introduce risks that differ from those associated with purely on-chain assets.

Relevant risks may include:

• Credit or counterparty default;
• Underlying asset impairment;
• Changes in market conditions;
• Liquidity shortages;
• Delayed redemption or settlement;
• Asset valuation uncertainty;
• Intellectual property revenue fluctuations;
• Changes in royalty distributions or licensing arrangements;
• Custodial, administrative, or operational failures;
• Legal or regulatory changes;
• Insolvency of relevant third parties.

Users acknowledge that the performance and availability of underlying assets may affect the value, liquidity, and redemption conditions of ipUSD.

The use of blockchain infrastructure does not eliminate the financial or operational risks associated with underlying real-world assets.

The Protocol relies on blockchain infrastructure and smart contracts, which involve inherent risks.

Such risks may include:

• Smart contract vulnerabilities or exploits;
• Coding errors;
• Blockchain network interruptions;
• Network congestion;
• Transaction failures;
• Consensus failures or blockchain reorganizations;
• External data or valuation failures;
• Unauthorized or malicious transactions;
• Third-party infrastructure outages;
• Changes to supported blockchain networks.

Blockchain transactions may be irreversible, and digital assets may be permanently lost.

Security reviews, testing, audits, or other risk-mitigation measures, where performed, do not guarantee that the Protocol is free from vulnerabilities.

Users acknowledge and accept these risks when interacting with the Protocol.

The Protocol may use governance, administrative, and operational mechanisms intended to manage specific functions and reduce certain operational risks.

Such mechanisms may include:

• Multisignature approval requirements;
• On-chain execution delays for designated administrative actions;
• Separation of governance, operations, and emergency roles;
• Contract-enforced withdrawal queue rules;
• Emergency pause or cancellation mechanisms.

These controls are intended to establish defined processes and restrictions for certain Protocol activities.

However, they do not eliminate operational, technical, governance, or smart contract risks.

Administrative permissions, timelocks, execution requirements, and other controls are governed by the applicable smart contracts and may be subject to modification through authorized processes.

Users should not interpret the existence of governance or security controls as a guarantee of asset safety, liquidity, or financial performance.

The Services may support optional referral functionality through referral codes or similar mechanisms.

Referral functionality may be subject to separate eligibility requirements, program rules, or operational limitations.

Unless expressly disclosed otherwise, entering a referral code does not alter the underlying subscription amount, asset entitlement, applicable financial returns, or settlement mechanics.

Referral functionality may be modified, suspended, or discontinued subject to applicable law and any binding program terms.

Participation in any referral-related arrangement does not guarantee eligibility for a reward or benefit.

The Services may integrate with third-party wallets, blockchain networks, data providers, RWA infrastructure, and other external platforms.

These services may operate independently and may be governed by their own terms and policies.

We do not control independently operated third-party services.

To the maximum extent permitted by applicable law, we are not responsible for losses or disruptions caused by third-party services outside our reasonable control.

You are responsible for reviewing any applicable third-party terms before using those services.

You agree not to use the Services to:

• Violate applicable laws or regulations;
• Engage in fraud, money laundering, terrorist financing, or other unlawful financial activity;
• Circumvent applicable sanctions or access restrictions;
• Exploit smart contract vulnerabilities or known security defects;
• Manipulate Protocol operations or interfere with other users;
• Introduce malicious code or attempt unauthorized system access;
• Misrepresent your identity or authority where identification is required;
• Interfere with the security, availability, or integrity of the Services;
• Use the Services in a manner that infringes the rights of others.

We may take legally permissible actions to prevent or address prohibited activities, including restricting access to interfaces under our control.

Information provided through the Services is intended for general informational and operational purposes.

Nothing contained in the Services constitutes personalized:

• Investment advice;
• Financial advice;
• Legal advice;
• Tax advice;
• Accounting advice.

No content should be interpreted as a recommendation to purchase, sell, hold, or otherwise transact in a particular digital asset or financial instrument.

You are responsible for evaluating your own financial circumstances, risk tolerance, and legal obligations.

You should obtain independent professional advice where appropriate.

You are solely responsible for determining and fulfilling any tax obligations arising from your use of the Services.

Such obligations may arise from subscriptions, withdrawals, transfers, claims, income, gains, or other transactions.

Tax treatment may vary depending on your jurisdiction and individual circumstances.

We do not guarantee any particular tax treatment for ipUSD or related activities.

Unless otherwise indicated, the website, application interface, branding, documentation, design materials, and other proprietary content associated with the Services are owned by or licensed to the relevant rights holders.

Subject to applicable open-source licenses and other express permissions, you may not reproduce, distribute, modify, or commercially exploit proprietary materials without authorization.

Any open-source software components remain subject to their respective licenses.

Nothing in these Terms transfers ownership of intellectual property rights to you.

We may update, modify, suspend, or discontinue all or part of the Services where reasonably necessary for operational, technical, legal, regulatory, or security reasons.

Changes may affect available features, supported assets, interfaces, or transaction processing.

We do not guarantee uninterrupted access to the Services.

Website or interface availability may differ from the availability of independently deployed smart contracts.

Certain blockchain components may continue to operate independently even if an associated interface becomes unavailable.

Where reasonably practicable and appropriate, material changes may be communicated through official channels.

To the maximum extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis.

We make no warranties or representations, express or implied, regarding:

• Continuous or uninterrupted availability;
• Error-free operation;
• Security against all possible threats;
• Accuracy or completeness of information;
• Compatibility with every wallet, device, or network;
• Any particular financial outcome;
• The ability to complete transactions within a specific timeframe.

Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded under applicable law.

To the maximum extent permitted by applicable law, we and our applicable affiliates, service providers, officers, employees, and representatives will not be liable for indirect, incidental, special, consequential, or punitive damages arising from or related to your use of the Services.

Such damages may include lost profits, lost opportunities, lost data, or business interruption.

To the extent permitted by applicable law, we will not be responsible for losses arising from:

• Volatility or impairment of digital assets or underlying RWAs;
• Smart contract vulnerabilities;
• Blockchain failures or network congestion;
• User errors or compromised wallet credentials;
• Third-party service failures;
• Delayed subscription or withdrawal settlement;
• Insufficient liquidity;
• Events outside our reasonable control.

Nothing in these Terms excludes or limits liability for fraud, willful misconduct, gross negligence, or other liability that cannot lawfully be excluded or limited.

Any applicable monetary liability cap must be determined under the relevant governing law and legally reviewed terms.

To the extent permitted by applicable law, you agree to indemnify and hold harmless the relevant Service operator and its applicable affiliates, officers, employees, and representatives from third-party claims, losses, liabilities, and reasonable expenses arising from:

• Your unlawful use of the Services;
• Your material violation of these Terms;
• Your infringement of third-party rights;
• Fraudulent or intentionally harmful conduct attributable to you.

This provision does not apply to the extent a claim results from the misconduct or legal responsibility of an indemnified party, or where indemnification is prohibited by applicable law.

We may revise these Terms from time to time to reflect changes in the Services, Protocol functionality, operational requirements, or applicable laws.

Updated Terms will be published through the official website or other appropriate channels.

The effective date will indicate when the revised Terms take effect.

Where required by applicable law, additional notice or consent will be obtained.

Your continued use of the Services after revised Terms become effective constitutes acceptance to the extent permitted by applicable law.

If you disagree with revised Terms, you must discontinue using the relevant Services.

You may stop using the Services at any time.

We may restrict, suspend, or terminate access to interfaces or other services under our control where permitted by applicable law, including in response to security concerns, prohibited activities, or legal requirements.

Termination of access to an interface does not necessarily reverse previously executed blockchain transactions or terminate independently operating smart contracts.

Outstanding on-chain positions and transactions remain subject to applicable smart contract rules and legal arrangements.

These Terms shall be governed by and construed in accordance with the laws of Japan.

Subject to applicable mandatory laws, the Tokyo District Court shall have exclusive jurisdiction over disputes arising out of or relating to these Terms.

Nothing in this section limits any mandatory consumer protection rights or other rights that cannot lawfully be waived under applicable law.

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, the remaining provisions will continue in effect to the extent permitted by applicable law.

The invalid or unenforceable provision will be interpreted or limited only to the extent necessary to make it enforceable, where legally permissible.

These Terms, together with any expressly incorporated policies or supplemental terms applicable to particular features, constitute the agreement governing your use of the Services.

If supplemental terms apply to a specific feature, those terms will govern that feature to the extent of any conflict, unless otherwise stated.

The official website associated with the Services is:

https://ipusd.xyz

You should access the Services only through verified official channels and independently confirm the authenticity of websites, wallet requests, and smart contract addresses.

These Terms should be read together with the applicable Privacy Policy.