USDV Mint Agreement

PARTIES. This USDV Mint Agreement ("Agreement") is entered into between (i) you, the individual, legal entity, or other person accessing the Platform and engaging in Minting or redemption activity ("you", "Mint User", "User"), and (ii) VIPU GLOBAL INC., a corporation duly incorporated and existing under the laws of the Republic of Panama, registered under Commercial Folio No. 155783461, together with its designated affiliates, successors, and permitted assigns (collectively, "Delpho Protocol", "the Company", "we", "us", "our"). By accessing the Platform, connecting a wallet, or initiating any Minting or redemption transaction, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety.

1. DEFINITIONS

In this Agreement, the following terms shall have the meanings set out below:

"USDV" means the USD-pegged stablecoin issued by VIPU GLOBAL INC., the Panamanian corporation identified in this Agreement, through the Protocol and on the basis of an automated smart-contract mechanism. USDV is a non-rebasing token designed to maintain a soft peg to one United States Dollar (USD 1.00). USDV is backed by delta-neutral funding-rate arbitrage strategies executed on Hyperliquid's perpetual futures market (Hypercore) and is minted through a Collateralised Debt Position (CDP) model as further described herein.

"sUSDV" means staked USDV — a token issued to Users who stake USDV into the Protocol's staking smart contracts. With respect to sUSDV, the Company’s role is limited to maintaining the staking smart contracts, including the management and transfer of USDV rewards through those smart contracts. Any rewards associated with sUSDV are variable, not guaranteed, and may be zero or negative.

"Minting" means the process by which a User deposits Accepted Collateral into the Protocol's CDP smart contracts and, in return, receives newly issued USDV at the applicable Loan-to-Value (LTV) ratio then in force, as determined by the Company in its sole discretion.

"Accepted Collateral" means, at any given time, the digital assets designated by the Company as eligible collateral for Minting. The list of Accepted Collateral is subject to change at the Company’s discretion without prior notice.

"Platform" means the web application and associated interfaces operated by or on behalf of the Company, accessible at https://app.delpho.xyz/, through which Users interact with the Protocol.

"Protocol" means the set of smart contracts deployed on HyperEVM (Hyperliquid's EVM-compatible layer) and associated off-chain infrastructure, oracles, and operational components used to facilitate Minting, redemption, staking, liquidation, and other functions in connection with USDV and sUSDV.

"Restricted Territory" means any jurisdiction, country, territory, or region (a) in which the receipt, acquisition, Minting, holding, use, transfer, redemption, or participation in USDV or the Protocol would be prohibited, restricted, unlicensed, or otherwise unlawful under applicable law; (b) subject to comprehensive economic or trade sanctions administered or enforced by the United States Office of Foreign Assets Control (OFAC), the European Union, the United Nations Security Council, or any other competent governmental, regulatory, or supranational sanctions authority; (c) designated as high-risk, non-cooperative, or subject to enhanced due diligence under applicable anti-money laundering and counter-financing of terrorism (AML/CFT) frameworks; or (d) expressly excluded by the Company from the intended availability of USDV or the Protocol. For the avoidance of doubt, Restricted Territories include, without limitation, the United States of America (and its territories and possessions), any jurisdiction located in Europe, any member state of the European Union, any European Economic Area jurisdiction, the Democratic People's Republic of Korea (North Korea), the Islamic Republic of Iran, the Republic of Cuba, the Syrian Arab Republic, the Crimea, Donetsk, and Luhansk regions, and any other jurisdiction as may be designated by the Company from time to time.

"Restricted Person" means any individual, entity, organisation, or other person (a) located, resident, incorporated, organised, or ordinarily conducting business in a Restricted Territory; (b) listed on any applicable sanctions list, including the OFAC Specially Designated Nationals and Blocked Persons List (SDN List), the EU Consolidated Financial Sanctions List, the UN Consolidated List, or any analogous list maintained by a competent authority; (c) owned or controlled, directly or indirectly, by any of the foregoing; or (d) otherwise prohibited from accessing or using the Protocol or USDV under applicable law.

"U.S. Person" has the meaning ascribed to that term in Rule 902(k) of Regulation S promulgated under the United States Securities Act of 1933, as amended.

2. SERVICES

2.1 Subject to the terms and conditions of this Agreement, the Company provides, through the Protocol, the following services to eligible Users:

• USDV Minting: Users may deposit Accepted Collateral into designated CDP smart contracts and receive USDV at the applicable LTV ratio then in force. LTV ratios vary by collateral type and are subject to change by the Company at any time without prior notice.
• USDV Redemption: Users holding USDV may redeem USDV for collateral at a notional face value of one United States Dollar (USD 1.00) per USDV, subject to the protocol mechanics, collateral availability, redemption queue rules, fees, and any applicable restrictions in force at the time of redemption.
• sUSDV Staking Smart Contracts: Users may stake USDV to receive sUSDV through the Protocol’s staking smart contracts. With respect to sUSDV, the Company’s role is limited to maintaining those staking smart contracts, including the management and transfer of USDV rewards through them. The Company does not provide discretionary investment management, custody, or any guarantee of rewards, yield, value, or redemption outcomes in connection with sUSDV.
• Protocol Administration: The Company administers, upgrades, pauses, or modifies the Protocol, including smart contract parameters, accepted collateral types, LTV ratios, liquidation thresholds, and fee structures, in its sole and absolute discretion.

2.2 The Company does not guarantee the continuous, uninterrupted, or error-free availability of the Platform or the Protocol. Access may be suspended, restricted, or terminated at any time for any reason, including maintenance, upgrades, regulatory requirements, or force majeure events.

2.3 The Company reserves the right to restrict access to the Platform and Protocol from any jurisdiction, wallet address, or person without prior notice, explanation, or liability.

3. SELF-CERTIFICATION

3.1 By accessing the Platform, connecting a wallet, or initiating any transaction, the User self-certifies – as of the date of each such action – that all representations and warranties set out in Section 4 of this Agreement are true, accurate, complete, and not misleading.

3.2 The User assumes full, sole, and exclusive responsibility for the accuracy, completeness, and continued accuracy of all self-certifications made under this Agreement.

3.3 The Company’s acceptance of a transaction on the Protocol shall not constitute, and shall not be construed as, any acknowledgment, verification, or endorsement of the User's eligibility or compliance.

3.4 FALSE, MISLEADING, OR INACCURATE CERTIFICATION CONSTITUTES AN IMMEDIATE AND IRREMEDIABLE MATERIAL BREACH OF THIS AGREEMENT AND SHALL ENTITLE THE COMPANY TO, WITHOUT LIMITATION AND WITHOUT LIABILITY TO THE USER: (A) IMMEDIATELY TERMINATE THIS AGREEMENT AND THE USER'S ACCESS TO THE PLATFORM AND PROTOCOL; (B) BLOCK, FREEZE, OR RESTRICT THE USER'S WALLET ADDRESS(ES); (C) UNWIND ANY OPEN POSITIONS, CDPS, OR TRANSACTIONS INITIATED BY OR ON BEHALF OF THE USER; (D) EFFECT A CLAWBACK OR FORFEITURE OF ANY USDV, SUSDV, OR COLLATERAL HELD IN THE PROTOCOL IN CONNECTION WITH THE USER'S ACTIVITY, TO THE EXTENT TECHNICALLY FEASIBLE; AND (E) TAKE ANY OTHER ACTION REQUIRED OR ADVISABLE UNDER APPLICABLE LAW, INCLUDING REPORTING TO RELEVANT AUTHORITIES.

3.5 The Company expressly reserves the right, in its sole and absolute discretion and at any time without prior notice, to introduce, implement, or require eligibility, compliance, or enhanced due diligence verification procedures as a condition of continued or future access to the Platform, Protocol, or any related services. The Company shall incur no liability to any User as a result of the introduction or implementation of such procedures.

4. ELIGIBILITY AND REPRESENTATIONS & WARRANTIES

4.1 Access to the Platform and the ability to Mint USDV is restricted to eligible persons only. By accessing the Platform or initiating any Minting or redemption transaction, the User irrevocably and continuously represents and warrants to the Company that each of the following statements is true and accurate as of the date of this Agreement and as of the date of each transaction initiated by the User:

(a) Not a U.S. Person. The User is NOT a "U.S. Person" as defined in Rule 902(k) of Regulation S under the United States Securities Act of 1933, as amended. The User is not accessing the Platform from within the United States of America or any of its territories or possessions, and is not acting for the account or benefit of any U.S. Person.

(b) Not Subject to Sanctions. The User is NOT (i) listed on, or affiliated with any person listed on, any sanctions list administered or enforced by OFAC, the European Union, the United Nations Security Council, His Majesty's Treasury of the United Kingdom, or any other competent national or supranational sanctions authority; (ii) owned or controlled, directly or indirectly, by any such listed person; or (iii) otherwise the subject of, or acting in contravention of, any applicable sanctions programme.

(c) Not Located in a Restricted Territory. The User is NOT located, resident, organised, incorporated, domiciled, established, ordinarily resident, or physically present in any Restricted Territory, including the United States of America, any jurisdiction located in Europe, any member state of the European Union, any European Economic Area jurisdiction, the Democratic People's Republic of Korea (North Korea), and any jurisdiction or territory subject to comprehensive international sanctions or designated as high-risk or non-cooperative under applicable AML/CFT frameworks, as updated from time to time. The User is not accessing the Platform through a VPN, proxy, anonymisation tool, or other means for the purpose of circumventing these geographic or eligibility restrictions.

(d) Sophistication and Experience. The User is a qualified, institutional, or otherwise sophisticated market participant — NOT an unsophisticated retail consumer. The User has sufficient knowledge, experience, and expertise in DeFi protocols, digital assets, stablecoins, collateralised debt positions (CDPs), funding-rate arbitrage strategies, liquidation mechanics, smart-contract risk, and blockchain technology to evaluate independently the risks associated with Minting, holding, staking, and redeeming USDV, and has done so. The User is capable of bearing the full economic risk of loss of all funds deposited.

(e) Legal Compliance; Independent Assessment. The User is solely responsible for determining whether accessing the Platform or acquiring, Minting, receiving, holding, staking, transferring, redeeming, or otherwise using USDV or sUSDV is lawful in each jurisdiction relevant to the User, including the User’s residence, citizenship, incorporation, establishment, tax residence, physical location, and place of access. The User represents and warrants that each such activity is lawful for the User and is conducted in full compliance with all applicable laws, regulations, rules, and orders of any governmental, regulatory, or supervisory authority, including securities laws, commodities laws, AML/CFT laws, sanctions laws, data protection laws, and tax laws. If the User is unable to determine that holding USDV is lawful in each relevant jurisdiction, the User must not acquire, Mint, receive, hold, stake, transfer, redeem, or otherwise use USDV or sUSDV.

(f) Source of Funds; No Financial Crime. The funds and digital assets deposited as collateral by the User are derived from legitimate sources and are not, directly or indirectly, the proceeds of any criminal activity, fraud, tax evasion, market manipulation, or any other unlawful activity. The User will not use the Protocol, USDV, or sUSDV for or in connection with money laundering, terrorist financing, proliferation financing, sanctions evasion, or any other financial crime.

(g) Nature of USDV. The User acknowledges and understands that: (i) USDV is issued by VIPU GLOBAL INC. through an automated smart-contract mechanism and is not a security, equity interest, debt obligation, or regulated financial instrument; (ii) USDV is not a bank deposit and is not insured, protected, or guaranteed by any deposit protection scheme, government guarantee scheme, or central bank; (iii) USDV is not legal tender in any jurisdiction; (iv) USDV carries no guarantee, representation, or assurance of value, peg maintenance, yield, liquidity, or the ability to redeem at face value at any particular time; (v) holding USDV may result in partial or total loss of the deposited collateral; (vi) USDV is not offered, marketed, made available, or directed to any person resident, located, established, or ordinarily resident in Europe, the European Union, the European Economic Area, or the United States, or to any U.S. Person; and (vii) no regulatory authority has reviewed, approved, or registered USDV or this Agreement.

4.2 The representations and warranties in Section 4.1 are made as of the date of this Agreement and are deemed to be repeated by the User on each occasion the User accesses the Platform, initiates a transaction, or holds USDV or sUSDV.

4.3 Geographic Restrictions; No Directed Offering. USDV, sUSDV, the Platform, and the Protocol are not offered, marketed, solicited, made available, or directed to any person who is located, resident, established, incorporated, ordinarily resident, physically present, or otherwise subject to the laws of any Restricted Territory, including Europe, the European Union, the European Economic Area, the United States of America, or any U.S. Person. Any access, acquisition, Minting, receipt, holding, staking, transfer, redemption, or use of USDV or sUSDV by such persons is unauthorised and constitutes a material breach of this Agreement. Each User must independently determine, before acquiring or holding USDV, whether it is lawful for that User to hold USDV under all laws applicable to that User; the Company does not make that determination for any User and assumes no responsibility for any User’s failure to do so.

5. LEGAL NATURE OF USDV

5.1 USDV is issued by VIPU GLOBAL INC., a Panamanian corporation, through the Protocol and on the basis of an automated smart-contract mechanism for use within the Delpho Protocol ecosystem. USDV is not intended to be offered, marketed, solicited, made available, or directed to any person resident, located, established, incorporated, ordinarily resident, or physically present in Europe, the European Union, the European Economic Area, or the United States, or to any U.S. Person. For the avoidance of doubt, USDV is NOT any of the following:

• Legal tender, currency, or money in any jurisdiction;
• A claim against, or general debt or obligation of, the Company or any affiliate, officer, director, or contributor thereof in their personal or corporate capacity;
• A bank deposit, savings account, or any form of deposit eligible for deposit insurance or protection under any applicable deposit guarantee scheme or statutory protection mechanism;
• A security, share, debenture, unit in a collective investment scheme, derivative, structured product, or other regulated financial instrument within the meaning of MiFID II, MiCA, the U.S. Securities Act of 1933, the U.S. Commodity Exchange Act, or any analogous legislation in any jurisdiction;
• An e-money token, asset-referenced token, or electronic money within the meaning of the Markets in Crypto-Assets Regulation (MiCA) or any analogous legislation, to the extent such characterisation would require registration, licensing, or authorisation that has not been obtained.

5.1A No person should acquire, Mint, receive, hold, stake, transfer, redeem, or otherwise use USDV unless that person has independently determined, based on competent advice where appropriate, that doing so is lawful under all laws, regulations, rules, and regulatory guidance applicable to that person. The Company does not represent, warrant, or determine that USDV may be lawfully held by any particular person or in any particular jurisdiction.

5.2 USDV represents a Protocol-level entitlement to redeem collateral from the Protocol at a notional rate of one United States Dollar (USD 1.00) of collateral value per one (1) USDV token, subject always to: (i) the terms and conditions of this Agreement; (ii) the operation of the Protocol's smart contracts and CDP mechanics; (iii) the availability and sufficiency of collateral within the Protocol at the time of redemption; (iv) applicable fees and charges; and (v) any restrictions, suspensions, or limitations imposed by the Company or arising from applicable law.

5.3 No yield is promised, implied, guaranteed, or expected on USDV itself. Any USDV rewards associated with sUSDV are administered solely through the Protocol's staking smart contract mechanics, and the Company’s role with respect to sUSDV is limited to maintaining those staking smart contracts, including the management and transfer of USDV rewards through them. Such rewards are variable, not guaranteed, and may be zero or negative. Nothing in this Agreement or in any Protocol documentation shall constitute a guarantee or assurance of any particular yield, return, reward, or economic outcome.

5.4 The Company does not represent or warrant that USDV will maintain its USD peg on any secondary market, decentralised exchange (DEX), centralised exchange (CEX), or other trading venue at any time.

6. MINTING RISKS

6.1 The User acknowledges and accepts that Minting USDV, holding USDV or sUSDV, and participating in the Protocol involve significant risks, including but not limited to the following:

• Funding-Rate Risk: The Protocol's backing strategy relies on delta-neutral positions subject to perpetual futures funding rates. Funding rates are inherently variable and can turn negative, potentially eroding collateral backing, reducing yield, or resulting in losses that impair the Protocol's ability to maintain the USD peg or honour redemptions at face value.
• Collateral and Liquidation Risk: CDPs are subject to liquidation if the value of deposited collateral falls below the applicable liquidation threshold. Liquidation events may result in partial or total loss of the User's deposited collateral. Rapid or extreme market volatility may cause liquidations to occur at unfavourable prices, and there is no guarantee that the User will receive any residual collateral value following liquidation.
• Smart-Contract Risk: The Protocol's smart contracts have been, or are intended to be, subject to independent security audits; however, audits do not guarantee the absence of vulnerabilities, bugs, or exploits. The User acknowledges that smart contracts may contain unknown defects, may be subject to hacking or malicious exploitation, and may fail to operate as intended, resulting in the partial or total loss of deposited collateral or USDV.
• Counterparty and Venue Risk: The Protocol relies on Hyperliquid's Hypercore perpetual futures market and associated infrastructure for its backing strategy. Hyperliquid and Hypercore are third-party platforms operated independently of the Company. The Company does not control and is not responsible for the operation, security, solvency, regulatory status, or availability of Hyperliquid, Hypercore, or any other third-party service or counterparty. Any failure, suspension, insolvency, regulatory action, or other adverse event affecting Hyperliquid or Hypercore may materially and adversely affect the Protocol and Users' holdings.
• Peg Risk: There is no guarantee that USDV will trade at or near USD 1.00 on any secondary market, DEX, CEX, or other venue at any time. The market price of USDV may deviate materially from its notional face value, and the User may be unable to sell or transfer USDV at face value.
• Regulatory Risk: The regulatory treatment of USDV, stablecoins, DeFi protocols, and crypto-assets generally is uncertain, evolving, and varies across jurisdictions. Changes in applicable law, regulation, guidance, or enforcement action in any jurisdiction may adversely affect the legality, availability, value, or functionality of USDV or the Protocol. The Company may be required to restrict or terminate services, freeze assets, or take other action in response to regulatory developments.
• Operational Risk: The Platform and Protocol may experience outages, delays, errors, or failures due to technical issues, human error, cyberattacks, system overloads, or other operational disruptions. The Company does not guarantee the continuous or error-free operation of the Platform or Protocol.
• DeFi and Blockchain-Specific Risks: Transactions on blockchain networks are irreversible once confirmed. The User may be subject to risks including, without limitation: software bugs; protocol upgrades; network congestion; maximal extractable value (MEV) attacks; oracle failures or manipulation; bridge exploits; wallet compromise; phishing; loss of private keys; and unforeseen interactions between smart contracts. The Company bears no responsibility for any loss arising from such risks.
• No Deposit Insurance: USDV, sUSDV, and deposited collateral are not protected by any deposit insurance scheme, governmental guarantee, or financial services compensation arrangement in any jurisdiction. In the event of a Protocol failure, insolvency, or loss event, the User may have no recourse and may lose all deposited assets.
• Total Loss: The User acknowledges that the total loss of all funds deposited as collateral and of any USDV or sUSDV held is a possible outcome. The User should not deposit funds that the User cannot afford to lose entirely.

6.2 The risk factors set out in Section 6.1 are not exhaustive. Additional risks may exist that are not known or foreseeable at the time of this Agreement.

7. PROTOCOL ACCESS, COMPLIANCE AND RISK MEASURES

7.1 The User acknowledges that the Protocol is intended to operate through decentralized smart contracts and that the Company does not have general custody or discretionary control over User assets or on-chain transactions, except to the limited extent that specific technical or administrative functions may be available to the Company, its service providers, governance participants, or other relevant infrastructure operators.

7.2 Without limiting any other right or remedy available under this Agreement or applicable law, the Company may take reasonable and proportionate measures in relation to the Platform, the user interface, ancillary services, or any Company-operated infrastructure where the Company reasonably determines that such measures are necessary or advisable for legal, regulatory, sanctions compliance, AML/CFT, security, fraud prevention, protocol integrity, or risk management purposes.

Such measures may include, where technically feasible and legally permissible:

(a) restricting, suspending, or terminating access to the Platform, user interface, or Company-operated services;

(b) declining to process or support a Minting, redemption, staking, or other request submitted through Company-operated channels;

(c) introducing or requiring identity, eligibility, compliance, enhanced due diligence, or other verification procedures as a condition to access or continued use of Company-operated services;

(d) implementing access restrictions, including IP blocking, geofencing, wallet screening, or other interface-level or infrastructure-level controls;

(e) pausing, upgrading, modifying, or discontinuing any Company-operated front-end, service, or infrastructure component;

(f) adjusting parameters, fees, supported collateral types, redemption mechanics, or risk settings only to the extent such adjustments are within the Company’s technical control or are implemented through the applicable governance, administrator, or protocol process; and

(g) cooperating with lawful requests from governmental authorities, regulatory bodies, law enforcement agencies, or courts of competent jurisdiction, including by disclosing information or taking actions legally required of the Company.

7.3 The Company will not be responsible for the autonomous operation of decentralized smart contracts, third-party protocols, validators, or blockchain networks that are not under its control. Any restriction imposed by the Company on the Platform or Company-operated services may not prevent a User from interacting directly with decentralized smart contracts or third-party infrastructure, where such interaction is technically possible and lawful.

7.4 The Company shall not be liable for losses resulting from reasonable and proportionate measures taken under this Section 7, except to the extent such losses arise from the Company’s fraud, wilful misconduct, or gross negligence.

7.5 The Company’s failure to exercise any right under this Section 7 on any particular occasion shall not constitute a waiver of that right.

8. INDEMNIFICATION

8.1 To the fullest extent permitted by applicable law, the User shall indemnify, defend, and hold harmless the Company and each of its respective affiliates, subsidiaries, successors, assigns, officers, directors, founders, contributors, employees, agents, service providers, and licensors (each, an "Indemnified Party") from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees and disbursements) arising out of or in connection with:

• any breach by the User of any representation, warranty, covenant, or obligation under this Agreement;
• any false, misleading, inaccurate, or incomplete self-certification made by the User pursuant to Section 3 or Section 4;
• any violation by the User of any applicable law, regulation, rule, or order, including sanctions laws, AML/CFT laws, securities laws, or tax laws;
• the User's access to or use of the Platform, Protocol, USDV, or sUSDV;
• any claim by a third party arising from or related to the User's activities in connection with the Protocol;
• any dispute between the User and any third party.

8.2 The Company reserves the right, at the User's expense, to assume the exclusive defence and control of any matter subject to indemnification under this Section 8, in which case the User shall cooperate with the Company in asserting any available defences.

9. LIMITATION OF LIABILITY

9.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, FOUNDERS, CONTRIBUTORS, EMPLOYEES, AND AGENTS MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE PROTOCOL, USDV, SUSDV, OR ANY RELATED SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, OR UNINTERRUPTED OPERATION. THE PLATFORM, PROTOCOL, AND ALL RELATED SERVICES ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS.

9.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY INDEMNIFIED PARTY BE LIABLE TO THE USER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER FINANCIAL OR ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM, THE PROTOCOL, USDV, OR SUSDV, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT AN INDEMNIFIED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE TOTAL LIABILITY OF THE COMPANY AND ALL OTHER INDEMNIFIED PARTIES TO THE USER FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM, THE PROTOCOL, USDV, OR SUSDV SHALL NOT EXCEED THE AGGREGATE AMOUNT OF ONE HUNDRED UNITED STATES DOLLARS (USD 100.00), REGARDLESS OF THE FORM OF ACTION OR THE THEORY OF LIABILITY ASSERTED.

9.4 THE USER'S SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM, THE PROTOCOL, OR ANY RELATED SERVICES IS TO CEASE USE OF THE PLATFORM AND PROTOCOL AND, SUBJECT TO APPLICABLE PROTOCOL RULES AND COLLATERAL AVAILABILITY, TO REDEEM ANY USDV HELD BY THE USER.

9.5 Some jurisdictions do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. To the extent such laws apply, certain exclusions or limitations in this Section 9 may not apply to the User, and the User's rights may vary accordingly.

10. AMENDMENTS

10.1 The Company reserves the right to amend, modify, update, or replace this Agreement, in whole or in part, at any time and in its sole discretion, with or without prior notice to the User.

10.2 Amendments will become effective upon publication on the Platform or the Company’s website. It is the User's responsibility to review this Agreement periodically for changes. The Company will use reasonable efforts to notify Users of material amendments via a notice published on the Platform or the Company’s primary website; however, such notification shall not constitute a condition of the effectiveness of any amendment.

10.3 The User's continued access to the Platform or continued holding, Minting, staking, or redemption of USDV or sUSDV following any amendment shall constitute the User's irrevocable acceptance of the amended Agreement. If the User does not accept any amendment, the User's sole remedy is to cease use of the Platform and Protocol and to redeem any USDV held, subject to applicable Protocol mechanics.

11. GOVERNING LAW

11.1 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Republic of Panama, without regard to its conflict of laws principles.

11.2 The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

12. DISPUTE RESOLUTION

12.1 Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach, or termination (a "Dispute"), shall be referred to and finally resolved by binding arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the SIAC Arbitration Rules in force at the time the Notice of Arbitration is submitted ("SIAC Rules"), which Rules are incorporated by reference into this Section 12.

12.2 The seat of arbitration shall be Singapore. The tribunal shall consist of a single arbitrator. The language of the arbitration shall be English. The arbitrator shall be appointed in accordance with the SIAC Rules.

12.3 The arbitral tribunal shall have jurisdiction to grant any interim or final relief that could be granted by a court of competent jurisdiction, including injunctive relief. The arbitral award shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.

12.4 CLASS ACTION AND COLLECTIVE PROCEEDING WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE USER IRREVOCABLY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE PROCEEDING, CONSOLIDATED ARBITRATION, MASS ARBITRATION, REPRESENTATIVE ACTION, OR ANY OTHER FORM OF GROUP OR REPRESENTATIVE PROCEEDING IN CONNECTION WITH ANY DISPUTE. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.

12.5 Notwithstanding Section 12.1, the Company may seek urgent or interim injunctive or other equitable relief from any court of competent jurisdiction to protect its intellectual property rights, confidential information, or other proprietary interests without waiving its right to arbitration.

12.6 The existence, content, and outcome of any arbitration proceeding shall be kept confidential by the parties, except as required by applicable law or as necessary to enforce an arbitral award.

13. SEVERABILITY; SURVIVAL; ASSIGNMENT

13.1 Severability. If any provision of this Agreement is held by an arbitral tribunal or court of competent jurisdiction to be invalid, illegal, void, or unenforceable under applicable law, such provision shall be severed from this Agreement to the minimum extent necessary, and the remaining provisions shall continue in full force and effect. The parties shall use reasonable efforts to agree on a valid and enforceable replacement provision that achieves, as closely as possible, the original intent and economic effect of the severed provision.

13.2 Survival. The following provisions shall survive any termination, expiration, or invalidity of this Agreement: Section 1 (Definitions), Section 4 (Eligibility and Representations & Warranties), Section 8 (Indemnification), Section 9 (Limitation of Liability), Section 11 (Governing Law), Section 12 (Dispute Resolution), and this Section 13. Termination of this Agreement shall not affect any rights, obligations, or liabilities that have accrued prior to termination.

13.3 Assignment. The User may not assign, transfer, novate, or delegate any of the User's rights, interests, or obligations under this Agreement, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the Company. The Company may freely assign, transfer, novate, or delegate any or all of its rights and obligations under this Agreement to any affiliate, successor, or acquirer, without the User's consent and without prior notice. Any purported assignment in violation of this Section 13.3 shall be null and void.

14. ENTIRE AGREEMENT

14.1 This Agreement, together with any documents expressly incorporated by reference herein (including the Company’s Privacy Policy, Terms of Use, and any supplemental terms applicable to specific Protocol features or services), constitutes the entire agreement between the User and the Company with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, negotiations, and communications — whether written or oral — relating to such subject matter.

14.2 No waiver by the Company of any breach or default of any provision of this Agreement shall be deemed a waiver of any subsequent breach or default, and shall not affect the other provisions of this Agreement. No waiver shall be effective unless made in writing and signed by an authorised representative of the Company.

14.3 Nothing in this Agreement shall be deemed to create a partnership, joint venture, employment, franchise, or agency relationship between the User and the Company. The User has no authority to bind the Company or act on the Company’s behalf.

14.4 The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.

15. CONTACT

15.1 For legal notices, compliance inquiries, or questions regarding this Agreement, please contact the Company at:

Email: legal@delpho.xyz

15.2 The Company will use reasonable efforts to respond to legitimate legal inquiries in a timely manner. For technical support or Platform-related inquiries, please refer to the Company’s website at https://app.delpho.xyz/ for appropriate contact channels.

BY ACCESSING THE PLATFORM, CONNECTING A WALLET, OR INITIATING ANY TRANSACTION, THE USER IRREVOCABLY ACKNOWLEDGES THAT THE USER HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT IN ITS ENTIRETY, INCLUDING ALL REPRESENTATIONS, WARRANTIES, LIMITATIONS OF LIABILITY, INDEMNIFICATION OBLIGATIONS, AND DISPUTE RESOLUTION PROVISIONS SET FORTH HEREIN.