> For the complete documentation index, see [llms.txt](https://docs.exact.ly/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.exact.ly/legal/terms-and-conditions-of-use.md).

# Terms and Conditions of Use

These terms and conditions of use, together with the Privacy Policy and any other documents incorporated herein by reference ("Terms"), govern your access to and use of the Interface and the Digital Assets Services. They are entered into between you or the company or other legal entity you represent ("you" or "your") and **Exa Labs S.A.S.**, a simplified joint-stock company (sociedad por acciones simplificada) incorporated under the laws of the Oriental Republic of Uruguay ("Exa Labs", "us", "we" or the "Company").

**Who does what.** Please note the following before reading the rest of these Terms:

1. The Exactly Protocol is owned and governed by the Exactly DAO. Changes to the Protocol, including its parameters, markets and deployments, are decided by holders of the EXA token through Exactly Improvement Proposals ("EXAIPs").
2. The Company is engaged by the DAO to develop and maintain the Protocol's code for the DAO, and operates the Interface. The Company does not own the Protocol, does not take custody of your digital assets and is not a counterparty to any transaction you execute on the Protocol.
3. The Exa App, the Exa Card and any product offered by a Distribution Partner are governed by their own terms and conditions and are not covered by these Terms.

**Definitions.** In these Terms:

* "**Affiliates**" means the DAO and all persons, entities, agents, contributors and volunteers involved in the creation, maintenance or governance of the Protocol or the Interface.
* "**DAO**" means the Exactly DAO, the decentralized governance system through which EXA holders govern the Protocol.
* "**Digital Assets Services**" means the ability, through the Interface, to supply, withdraw, borrow and repay digital assets in the Protocol's variable-rate and fixed-rate pools, and to perform any related action the Interface makes available.
* "**Distribution Partner**" means any third party that offers products built on the Protocol to its own customers under its own terms.
* "**Interface**" means the websites at <https://exact.ly>, <https://app.exact.ly> and <https://docs.exact.ly>, and any other web or software interface operated by the Company that enables access to the Protocol.
* "**Protocol**" or "**Exactly Protocol**" means the open-source, non-custodial set of smart contracts that provides fixed-rate and variable-rate lending and borrowing markets, deployed on the Supported Networks.
* "**Restricted Jurisdiction**" and "**Restricted Person**" have the meanings given in Section 8.14.
* "**Supported Networks**" means OP Mainnet, Base and any other blockchain network on which the DAO approves a deployment of the Protocol.

Please read these Terms carefully, as they govern your use of the Interface and the Digital Assets Services and set out your rights and obligations, and our disclaimers and limitations of legal liability, in relation to such use. Each time you access the Interface, click any "I agree" (or similar) button or checkbox presented with these Terms, or use any of the Digital Assets Services, you are deemed to have read, understood and accepted all of these Terms and you agree to be bound by them. If you do not agree to these Terms, you may not access or use the Interface or the Digital Assets Services.

You acknowledge and agree that, as provided in greater detail in these Terms: (i) the Interface and the Digital Assets Services are licensed, not sold, to you, and you may use them only as set forth in these Terms; and (ii) the Interface and the Digital Assets Services are provided "as is" and "as available", without warranties of any kind, and our liability to you is limited.

Please carefully review the assumptions of risk set forth in Section 8 and the disclosures and disclaimers set forth in Section 9 in their entirety before using the Interface and the Digital Assets Services. By accessing or using the Interface or the Digital Assets Services, you agree that the Company is a software developer engaged by the DAO to develop and maintain the Protocol's code, and the operator of the Interface. The Protocol is open-source software deployed on the Supported Networks that executes autonomously according to its code and to the parameters set by the DAO; neither the Company nor the DAO executes, approves or reverses your transactions. You acknowledge that you use the Interface and the Digital Assets Services at your own risk and agree that the Company will not be responsible for any losses that occur as a result of such use.

Please note that Section 18 contains an arbitration clause and a class action waiver. By agreeing to these Terms, you agree (a) to resolve all disputes with us through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) that you waive your right to participate in class actions, class arbitrations or representative actions.

These Terms are to be read in conjunction with the Privacy Policy (including, where applicable, any privacy policy statement in a country or product annex).

### 1. Access to the Digital Assets Services

**1.1 Wallet.** To access the Digital Assets Services, you must connect a self-custodial wallet (the "Wallet") to the Interface. The Company is not responsible for, does not endorse, shall not be held liable in connection with and makes no warranties, express or implied, as to any Wallet you connect to or use in relation to the Interface or the Digital Assets Services. When using a third-party Wallet, you are responsible for reviewing the terms and policies that govern your use of that software. The Company will never receive access to or control over your Wallet; you are solely responsible for securing your Wallet and its credentials. You may disconnect your Wallet from the Interface at any time.

**1.2 Transaction details.** It is your sole responsibility to provide correct details of your Wallet and of any other wallet involved in a transaction. We accept no liability if you do not receive borrowed or withdrawn digital assets because you provided incorrect or out-of-date details. It is also your responsibility to ensure that every transaction you sign is correctly formed, denominated in the correct digital asset and sent on the correct Supported Network. The Company excludes all liability for incorrect transactions, including digital assets sent to wrong addresses or to an unsupported network.

**1.3 Non-custody, finality and liquidation.** Any digital asset you supply, deposit or post as collateral is transferred to the Protocol's smart contracts on the relevant Supported Network. It is not held by the Company or any third party on a custodial or sub-custodial basis, and the Company has no ability to transfer, recover or reverse it. Every transaction you execute through the Protocol (including supplying, borrowing, repaying and withdrawing) is final and irreversible once confirmed on-chain. If the value of your collateral relative to your debt falls below the threshold set by the DAO, your position may be liquidated, in whole or in part, by any third party, without notice to you and regardless of your profit or loss position. Liquidations are executed by the Protocol's smart contracts at the request of independent liquidators; the Company does not decide, trigger or prevent them.

**1.4 Fees and other costs.** The Company does not charge you any fee for access to or use of the Interface. Using the Protocol, however, involves the following amounts, all of which are determined by the Protocol's smart contracts and the parameters approved by the DAO, and none of which is paid to the Company:

1. **Interest** on borrowed digital assets, at a variable rate for the variable-rate pool or at the rate fixed at origination for a fixed-rate pool.
2. **Penalty interest** on any fixed-rate borrowing not repaid by its maturity, accruing daily from maturity until repayment.
3. **Liquidation incentives**, deducted from the collateral of a liquidated position and paid to the liquidator and, in part, to lenders.
4. **Treasury fee**, a portion of the interest paid by borrowers that the Protocol allocates to the DAO treasury instead of to lenders.
5. **Early-exit adjustments**, being the discount applied when you withdraw a fixed-rate deposit before maturity, or the amount you pay or save when you repay a fixed-rate borrowing before maturity, as calculated by the Protocol at that time.

Current parameters are published at <https://docs.exact.ly> and may be changed by the DAO at any time (see Section 8.15). In addition, transactions are subject to third-party fees, including network transaction (gas) fees on the relevant Supported Network and any fees charged by your Wallet or by third-party services you use. You agree to pay all such amounts.

**1.5 Representations.** Each time you access and use the Digital Assets Services, you represent and warrant:

1.5.1 that you have read, understood and accepted these Terms;

1.5.2 that you are of legal age in your jurisdiction to access and use the Interface and the Digital Assets Services and to enter into the arrangements they provide, and that you are fully able and competent to enter into, and to comply with, the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms;

1.5.3 if you are an authorized representative of a legal entity, that you have full power and authority to represent that legal entity, to agree to these Terms and to enter into any transaction or use any service on its behalf, including the Interface and the Digital Assets Services;

1.5.4 that you have not previously been suspended or removed from accessing the Interface or the Digital Assets Services, whether on your own behalf or otherwise;

1.5.5 that you are the legal owner of the funds or assets you use within the Digital Assets Services and that they derive from a legitimate source;

1.5.6 that using the Digital Assets Services does not breach the laws of your home jurisdiction;

1.5.7 that you are aware of the risks of using the Digital Assets Services and of the high volatility of digital assets;

1.5.8 that you will not engage in or initiate any form of market manipulation, including oracle manipulation, spoofing or wash activity;

1.5.9 that all information you submit through the Interface or the Digital Assets Services is true, accurate, complete and not misleading, and that its use within the Digital Assets Services does not violate any third-party right or any law or regulation;

1.5.10 that any wallet address you provide is your own and that you have full control over it;

1.5.11 that you are acquiring the right to access and use the Interface and agreeing to these Terms for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction do not apply to the supply of the Interface, the Digital Assets Services or these Terms;

1.5.12 that you have the money or digital assets needed to repay any borrowing taken through the Protocol (including applicable interest and penalty interest) and that you will use those funds for legitimate purposes;

1.5.13 that you understand the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of digital assets, blockchain-based software systems, digital asset wallets and blockchain technology;

1.5.14 that you understand and acknowledge that the Protocol is open-source software deployed on the Supported Networks, that it executes autonomously according to its code and the parameters set by the DAO, and that neither the Company nor the DAO executes, approves or reverses your transactions. You use the Interface and the Digital Assets Services at your own risk, and the Company will not be responsible for any losses resulting from such use; and

1.5.15 that you are not a Restricted Person; that you are not accessing the Interface or the Protocol from a Restricted Jurisdiction, including through a virtual private network or any other means intended to conceal your location; and that you are legally permitted in your jurisdiction to own digital assets and to use the Digital Assets Services. You are responsible for ensuring compliance with the laws of your jurisdiction, the Company and the Affiliates are not liable for your compliance with such laws, and you undertake not to use the Digital Assets Services for any illegal activity.

**1.6 Conduct.** When accessing and using the Digital Assets Services, you must not:

1.6.1 attempt to undermine the security or integrity of the Company's computing systems or networks or, where the Interface is hosted by a third party, that third party's computing systems and networks;

1.6.2 use or misuse the Digital Assets Services in any way that may impair the functionality of the Interface, the Protocol or any other system used to deliver the Digital Assets Services, or impair any other user's ability to use them;

1.6.3 attempt to gain unauthorized access to the computer systems on which the Interface is hosted, or to any materials other than those you have been expressly permitted to access;

1.6.4 transmit or input into the Interface any file that may damage another person's computing devices or software, any offensive content, or any material or data in violation of any law (including material protected by copyright or trade secrets that you do not have the right to use); or

1.6.5 attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer program used to deliver the Digital Assets Services or to operate the Interface, except as permitted by any licence (including any open-source licence) that applies to it.

**1.7 Supported Networks.** The Protocol is deployed separately on each Supported Network. Markets, parameters and available digital assets may differ between networks, and a position opened on one Supported Network cannot be managed, repaid or liquidated on another. Moving digital assets between Supported Networks requires third-party bridges, which are outside the Protocol and the Company's control (see Section 8.13). The DAO may add or remove Supported Networks, or wind down a deployment, through governance.

**1.8 Distribution Partners and other products.** These Terms govern your direct use of the Interface and of the Protocol through it. If you access a product built on the Protocol through a Distribution Partner, your relationship with that Distribution Partner, including eligibility, onboarding, custody and support, is governed by the Distribution Partner's own terms, and the Distribution Partner, not the Company, is responsible for it. The Exa App and the Exa Card are offered under separate terms. Nothing in these Terms makes the Company responsible for any Distribution Partner's products, services or compliance obligations.

### 2. Intellectual property

**2.1** The Interface and the Digital Assets Services contain information protected by applicable intellectual property and other laws or licences (including open-source licences, as applicable). Except as expressly authorized by the terms of such licence or by the Company, you agree not to copy, modify, rent, lease, loan, sell, distribute, perform, display or create derivative works based on the Interface, in whole or in part. The Protocol and its source code belong to the DAO; the code is developed by the Company for the DAO and is published under the Business Source License 1.1 (core contracts) and the MIT License (interfaces and periphery), as indicated in its public repositories, and nothing in these Terms restricts any right those licences grant you.

**2.2** By accessing the Interface and downloading material from it (including material held in any temporary cache), you acknowledge that you acquire no intellectual property or ownership rights, and you may not resell any product or service appearing on the Interface, or hotlink, frame or otherwise present any version of the Interface to any other person or entity, without the Company's prior consent.

**2.3** The Company owns, and reserves all proprietary rights in, the "Exactly" and "Exa" names, trademarks and logos, and you may not use them without the Company's prior consent. You may display on screen or print extracts from the Interface for personal purposes only, provided that you retain all copyright and other proprietary notices, trademarks and logos without alteration, addition or deletion. Except as expressly stated herein, you may not, without the Company's prior written permission, alter, modify, reproduce, distribute or use in any other commercial context any material from the Interface.

**2.4** We reserve the right to remove or disable access to any content or material on the Interface that violates or may infringe any person's intellectual property rights.

### 3. Third-party links and websites

**3.1** The Interface may contain links to third-party websites (including links related to the use of a Wallet) that are not affiliated or associated with the Company, although Exactly branding, advertisements or links may appear on those websites, and the Company may send you emails containing advertisements or promotions with links to third parties. The Company makes no representation as to the quality, suitability, functionality or legality of the material on linked third-party websites, or of any goods or services available from them. Such material is provided only for your interest and convenience. The Company does not monitor or investigate those websites, and you acknowledge and agree that neither the Company nor any related entity shall be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance on, any content, goods or services available on or through any such website or resource.

**3.2** You may not create a hyperlink to any page of the Interface without the Company's prior consent. If you do create such a link, you are responsible for all direct and indirect consequences of the link, and you shall indemnify the Company for all loss, liability, costs or expense arising from or in connection with it.

### 4. Security

**4.1** You may not violate or attempt to violate the security of the Interface, the Protocol, the Digital Assets Services or any product or service described or contained in them. We may investigate occurrences that may involve such violations, and may involve and co-operate with governmental, regulatory or law enforcement authorities in investigating and prosecuting persons who have participated in them. Security vulnerabilities in the Protocol must be reported through the Protocol's official bug bounty programme and not exploited.

**4.2** It is your responsibility to install anti-virus software and related protections against viruses or other programming routines intended to damage, destroy, disrupt or otherwise impair a computer's functionality or operation, which may be transferred to your computer through the Interface.

**4.3** The Company may, at its sole discretion, offer additional security features as part of the Interface. It is your responsibility to ensure and maintain the security of, and control over, any device, Wallet or account that gives access to the Interface and the Digital Assets Services. Failure of any such device, Wallet or account may delay or restrict your access to the Interface or the Digital Assets Services.

### 5. Information available on the Interface

**5.1** The information, opinions and data on or provided through the Interface or the Digital Assets Services, including prices, rates and other on-chain or oracle data, may in whole or in part have been obtained from third-party sources. Accordingly, we do not guarantee the accuracy, validity, timeliness or completeness of such information, opinions or data for any purpose.

**5.2** You must seek the advice of professional advisers regarding the evaluation of any specific information, opinion, advice or other content, and you acknowledge that you have had the opportunity to take such advice before using the Interface or the Digital Assets Services.

### 6. Compliance with laws and regulations

**6.1** It is your responsibility to comply with all laws and regulations applicable to your use of the Interface, the Digital Assets Services and any transaction you make through them, including the reporting of transactions and the calculation and payment of all applicable taxes in any jurisdiction that applies to you. You assume full responsibility for seeking independent legal, accounting and tax advice to determine which laws and regulations apply to you, and for ensuring that you comply with them.

**6.2** The Company is not responsible for collecting, reporting, withholding or remitting any taxes arising from any transaction you conduct through the Interface or the Protocol, but will comply with any reporting or withholding obligations that apply to it. For that purpose, each time you access the Interface or conduct a transaction through it, any information or representation you have made about your tax residency is deemed repeated at that time, and we may rely on it for reporting purposes.

### 7. Prohibited use

You may not use the Interface or the Digital Assets Services to engage in the following categories of activity ("Prohibited Uses"). The examples listed are representative, not exhaustive. By using the Digital Assets Services, you confirm that you will not use them for any of the following:

a) **Unlawful activity:** activity that would violate, or assist in the violation of, any law, statute, ordinance or regulation, or any sanctions programme administered in any relevant country, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the United Nations Security Council, the European Union and His Majesty's Treasury, or that would involve the proceeds of any unlawful activity; or publishing, distributing or disseminating any unlawful material or information.

b) **Abuse of other users:** interfering with another individual's or entity's access to or use of the Digital Assets Services; defaming, abusing, extorting, harassing, stalking, threatening or otherwise violating or infringing the legal rights (including rights of privacy, publicity and intellectual property) of others; inciting, threatening, facilitating, promoting or encouraging hate, racial intolerance or violent acts against others; or harvesting or otherwise collecting information about others from the Interface, including email addresses, without proper consent.

c) **Fraud:** activity that operates to defraud the Company, the Protocol, other users or any other person, including the exploitation of any bug or vulnerability in the Protocol; or providing any false, inaccurate or misleading information.

d) **Intellectual property infringement:** engaging in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy, or any other proprietary right; using the Company's intellectual property, names or logos, including its trade or service marks, without its express consent or in a manner that harms the Company; or any action that implies an untrue endorsement by, or affiliation with, the Company.

e) **Circumvention:** accessing the Interface or the Protocol from a Restricted Jurisdiction, or on behalf of a Restricted Person, or using a virtual private network, proxy or any other means to circumvent geographic restrictions, wallet screening or any other access control implemented by the Company.

### 8. Notice to users and assumption of risks

The following notices are given to users, and each person or entity accessing or using the Interface or the Digital Assets Services is deemed to have been notified of them:

**8.1 Risk warning.** Lending, borrowing, depositing or trading digital assets carries a high level of risk and is not suitable for everyone. Before using the Protocol, you should carefully consider your objectives, level of experience and risk appetite. You could lose some or all of the digital assets you supply or post as collateral, so you should not commit assets you cannot afford to lose. There may be risks not disclosed in these Terms or in any other terms that apply to the Interface or the Digital Assets Services. You must carefully consider your financial situation and risk tolerance before engaging in any activity involving digital assets, and seek independent professional financial and legal advice where necessary.

**8.2 Sophistication and risk of cryptographic systems.** By using the Digital Assets Services or interacting with the Interface in any way, you represent that you understand the inherent risks of cryptographic systems and that you understand the usage and intricacies of native cryptographic tokens, smart-contract-based tokens and blockchain-based software systems. Neither the Company nor the Affiliates own or control the underlying software through which the Supported Networks are formed. By using the Digital Assets Services, you acknowledge and agree (i) that the Company and the Affiliates are not responsible for the operation of the Supported Networks and that there is no guarantee of their functionality, security or availability; and (ii) that the Supported Networks are subject to sudden changes in operating rules ("Forks"), which may materially affect the Digital Assets Services. The DAO or the Company may decide not to support, or to cease supporting, a Forked network. The Company and the Affiliates assume no responsibility whatsoever in respect of any underlying network, whether Forked or not.

**8.3 Risk of regulatory action.** The Digital Assets Services could be affected by one or more regulatory inquiries or regulatory actions, which could impede or limit the Company's ability to maintain the Protocol or operate the Interface, or your ability to access or use the Digital Assets Services or the Supported Networks, including access to your digital assets. The Company and the Affiliates are not responsible for determining which laws apply to your use of the Digital Assets Services, including tax laws. You are solely responsible for reporting and paying any taxes arising from your use of the Digital Assets Services.

**8.4 Risk of weaknesses or exploits in cryptography.** Cryptography is a progressing field. Advances in code-breaking or technical developments such as quantum computing may present risks to digital assets and to the Digital Assets Services, which could result in the theft or loss of your digital assets. The DAO may approve updates to the Protocol to address advances in cryptography and to incorporate additional security measures, but neither the Company nor the DAO guarantees or represents the full security of the Protocol. By using the Digital Assets Services or accessing the Interface, you acknowledge these risks.

**8.5 Volatility of digital assets.** Digital assets are highly volatile due to many factors, including adoption, speculation, technology and security risks. Sharp price movements can reduce the value of your collateral and lead to the liquidation of your position. The cost of transacting on the Supported Networks is variable and may increase at any time. You acknowledge these risks, and the Company and the Affiliates cannot be held liable for such fluctuations or increased costs.

**8.6 Smart contract security.** The Protocol's smart contracts may contain bugs, flaws or vulnerabilities, despite any audits performed, and you are solely responsible for evaluating any code you interact with. This warning and any later warnings provided by the Company do not create an ongoing duty to alert you to all potential risks of using the Digital Assets Services.

**8.7 Interface accuracy.** Although the Company intends to provide accurate and timely information on the Interface, it may not always be entirely accurate, complete or current, and it may include technical inaccuracies or typographical errors. Information may be changed or updated from time to time without notice, including information regarding our policies. You should verify all information before relying on it; all decisions based on information on the Interface are your sole responsibility, and the Company shall have no liability for them.

**8.8 Technical knowledge.** Any use of or interaction with the Digital Assets Services requires a comprehensive understanding of applied cryptography and computer science in order to appreciate the inherent risks, including those listed above. You represent and warrant that you possess the relevant knowledge and skills.

**8.9 No advice.** Any opinions, news, research, analyses, prices, rates or other information on or through the Interface is provided as general market commentary and does not constitute investment or financial advice, nor should it be relied on for any investment decision. We will not accept liability for any loss or damage, including loss of profit, arising directly or indirectly from the use of or reliance on such information. Communications from us may have been prepared by personnel of the Company or by other entities, are not intended to be "research reports", "investment research" or "independent research" as those terms may be defined in applicable laws or regulations, and do not take into account the specific circumstances of any recipient. We have not taken any steps to verify the adequacy, accuracy, completeness or suitability of any information provided to you. You are solely responsible for your decisions and should conduct any due diligence that is necessary and appropriate to your circumstances, including consultation with independent legal, tax, accounting or other professional advisers.

**8.10 No representations.** No representation or warranty is given as to the achievement or reasonableness of any plans, future projections or prospects, and nothing on the Interface should be relied upon as a promise or representation as to the future.

**8.11 Risks of internet-based systems and distributed ledger networks.** There are risks associated with using an internet-based system such as the Digital Assets Services, including the failure of hardware, software, internet connections and distributed ledger networks. Communications over the internet may be subject to interruption, blackout, delay or incorrect data transmission. As we do not control the reliability or availability of the internet or of any distributed ledger network, we cannot be responsible for communication failures, distortions or delays.

**8.12 No third-party affiliation or endorsement.** References on the Interface to specific companies and platforms are for illustrative purposes only. Except as expressly described on the Interface or otherwise notified in writing, the use of any company or platform name or trademark does not imply an affiliation with, or endorsement by, that party.

**8.13 Third-party dependencies.** The Protocol and the Interface depend on systems that neither the Company nor the DAO controls, including: (a) the Supported Networks and their sequencers; (b) price oracles that supply asset prices to the Protocol, whose failure, delay or manipulation may cause incorrect valuations or liquidations; (c) the issuers of the digital assets listed in the Protocol, including stablecoin issuers, whose assets may lose their peg, be frozen or be redeemed; (d) cross-chain bridges used to move digital assets between Supported Networks; and (e) Wallet providers, RPC providers, hosting providers and any third-party service integrated into the Interface. The Protocol does not route your digital assets to other decentralized protocols. The Company is not responsible or liable for the operation, failure or conduct of any such third party.

**8.14 Restricted Persons and restriction of access.**

(a) "**Restricted Jurisdiction**" means any country or territory that is the subject of comprehensive sanctions administered by OFAC, the United Nations Security Council, the European Union or His Majesty's Treasury, being, as at the date of these Terms, Cuba, Iran, North Korea, and the Crimea, so-called Donetsk People's Republic and so-called Luhansk People's Republic regions of Ukraine, together with the Russian Federation, Belarus and any other jurisdiction that the Company designates from time to time on the Interface.

(b) "**Restricted Person**" means any person or entity that (i) is located in, resident in, organized in or a national of a Restricted Jurisdiction; (ii) is listed on, or acting on behalf of a person listed on, the Specially Designated Nationals and Blocked Persons List or any other sanctions list administered by OFAC, the United Nations Security Council, the European Union, His Majesty's Treasury or any other competent authority; (iii) is owned 50% or more, or controlled, directly or indirectly, by any of the foregoing; or (iv) uses a wallet address identified by the Company's screening tools as associated with sanctioned persons or illicit activity.

(c) The Company may implement geographic restrictions, wallet screening and any other technically available method to prevent Restricted Persons from using the Interface. We may restrict your access to the Interface and the Digital Assets Services if we suspect, in our sole discretion, that (i) you are using them for money laundering, terrorist financing, proliferation financing or any other illegal activity; (ii) you have engaged in fraudulent activity; (iii) you acquired digital assets using inappropriate methods, including the use of stolen funds; (iv) you are a Restricted Person; or (v) you have otherwise acted in violation of these Terms. If we reasonably suspect that you are using the Interface for illegal purposes, we may take whatever action we deem appropriate, including reporting to competent authorities. Restricting your access to the Interface does not give the Company control over digital assets you hold in the Protocol.

**8.15 Protocol governance.** The Protocol's parameters, including interest rate models, collateral factors, liquidation thresholds and incentives, the treasury fee, the penalty rate, the listing and delisting of markets and the Supported Networks, are set and may be changed by the DAO through EXAIPs. Approved changes may take effect without individual notice to you and may adversely affect your existing positions. Administrative functions of the Protocol are held by a multisignature wallet and executed through a timelock once approved by the DAO. Certain emergency functions, such as pausing a market, are not subject to the timelock and may be executed through a Pauser contract, including automatically on the basis of third-party security monitoring, in order to protect the Protocol. Neither the Company nor the Affiliates are liable for the outcome of any governance decision or emergency action.

### 9. Disclosure and disclaimer

THE PROTOCOL IS OWNED AND GOVERNED BY THE DAO. THE COMPANY IS A SOFTWARE DEVELOPER ENGAGED BY THE DAO TO DEVELOP AND MAINTAIN THE PROTOCOL'S CODE, AND THE OPERATOR OF THE INTERFACE. THE PROTOCOL IS A SET OF AUTONOMOUS SMART CONTRACTS DEPLOYED ON THE SUPPORTED NETWORKS THAT OPERATES IN A DISINTERMEDIATED FASHION; NEITHER THE COMPANY NOR THE DAO IS A COUNTERPARTY TO, OR EXECUTES, APPROVES OR REVERSES, ANY OF YOUR TRANSACTIONS. EACH TIME YOU INTERACT WITH THE PROTOCOL THROUGH THE INTERFACE, YOU ARE INTERACTING DIRECTLY WITH ITS SMART CONTRACTS.

YOU ARE RESPONSIBLE FOR COMPLYING WITH ALL LAWS AND REGULATIONS APPLICABLE TO YOUR TRANSACTIONS, INCLUDING THE U.S. COMMODITY EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER BY THE U.S. COMMODITY FUTURES TRADING COMMISSION ("CFTC"), THE U.S. FEDERAL SECURITIES LAWS AND THE REGULATIONS PROMULGATED THEREUNDER BY THE U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC"), AND THE LAWS AND REGULATIONS OF ANY OTHER JURISDICTION THAT APPLIES TO YOU.

YOU UNDERSTAND THAT THE COMPANY IS NOT REGISTERED WITH OR LICENSED BY THE CFTC, THE SEC, THE FINANCIAL CRIMES ENFORCEMENT NETWORK OR ANY OTHER FINANCIAL REGULATORY AUTHORITY IN RELATION TO THE INTERFACE OR THE PROTOCOL. NO FINANCIAL REGULATORY AUTHORITY HAS REVIEWED OR APPROVED THE USE OF THE INTERFACE, THE PROTOCOL OR THE DIGITAL ASSETS SERVICES. THE INTERFACE AND THE DIGITAL ASSETS SERVICES COULD BE AFFECTED BY ONE OR MORE REGULATORY INQUIRIES OR ACTIONS, WHICH COULD IMPEDE OR LIMIT THE ABILITY TO CONTINUE TO MAINTAIN THE PROTOCOL OR OPERATE THE INTERFACE, OR YOUR ABILITY TO ACCESS OR USE THEM. NEITHER THE INTERFACE NOR THE DIGITAL ASSETS SERVICES CONSTITUTE ADVICE OR A RECOMMENDATION CONCERNING ANY ASSET. THE COMPANY IS NOT ACTING AS AN INVESTMENT ADVISER, FINANCIAL SERVICES ADVISER OR COMMODITY TRADING ADVISER TO ANY PERSON.

THE COMPANY DOES NOT OWN THE PROTOCOL. ITS SOURCE CODE IS OPEN-SOURCE SOFTWARE THAT ANYONE CAN USE, COPY, MODIFY AND DISTRIBUTE SUBJECT TO ITS LICENCES, AND CHANGES TO THE DEPLOYED PROTOCOL ARE DECIDED BY THE DAO. THE SUPPORTED NETWORKS ARE SUBJECT TO FORKS THAT MAY MATERIALLY AFFECT THE PROTOCOL. THE COMPANY IS NOT RESPONSIBLE FOR THE OPERATION OF THE SUPPORTED NETWORKS AND MAKES NO GUARANTEE OF THEIR FUNCTIONALITY, SECURITY OR AVAILABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE INTERFACE AND THE DIGITAL ASSETS SERVICES IS AT YOUR SOLE RISK. THE COMPANY AND THE AFFILIATES MAKE NO, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SECURITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING OF THE INTERFACE OR THE PROTOCOL, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. THE COMPANY AND THE AFFILIATES DO NOT REPRESENT OR WARRANT THAT THE INTERFACE, THE DIGITAL ASSETS SERVICES OR ANY RELATED INFORMATION ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.

TO THE FULLEST EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, ANY OTHER AGREEMENT CONTEMPLATED HEREIN OR ANY APPLICABLE PROVISION OF LAW OR EQUITY, THE PARTIES AGREE TO ELIMINATE ANY AND ALL FIDUCIARY DUTIES THAT THE COMPANY OR THE AFFILIATES MAY HAVE TO YOU, YOUR AFFILIATES OR ANY END USER OF THE DIGITAL ASSETS SERVICES, THE INTERFACE, THE PROTOCOL OR ITS CONTENT.

YOU ACKNOWLEDGE THAT YOUR DATA ON THE INTERFACE MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACKS, SOFTWARE FAILURES, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL (INCLUDING MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT), CHANGES TO THE SUPPORTED NETWORKS OR TO THIRD-PARTY SOFTWARE, INTERNET OUTAGES, OR SCHEDULED OR UNSCHEDULED MAINTENANCE.

### 10. Limitation of liability

YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE INTERFACE AND THE DIGITAL ASSETS SERVICES. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING SUCH USE MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES, AND THAT YOUR USE OF THE INTERFACE AND THE DIGITAL ASSETS SERVICES IS AT YOUR OWN RISK. RECOGNIZING SUCH, YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR THE AFFILIATES, NOR ANY RELATED ENTITIES, SUPPLIERS OR LICENSORS, WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES, OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY (EVEN IF ANY OF THEM HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: THE INTERFACE, THE PROTOCOL OR THE DIGITAL ASSETS SERVICES; THE USE OF OR INABILITY TO USE THEM; ANY LIQUIDATION OF YOUR POSITION; ANY GOVERNANCE DECISION OR EMERGENCY ACTION; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY; ANY ACTION WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; HUMAN ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE, NETWORK, PROVIDER OR SOFTWARE; ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS THE INTERFACE OR ANY OTHER PLATFORM; THEFT, TAMPERING, DESTRUCTION OR UNAUTHORIZED ACCESS TO IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS; OR ANY OTHER MATTER RELATING TO THE INTERFACE, THE PROTOCOL OR THE DIGITAL ASSETS SERVICES.

NOTWITHSTANDING THE ABOVE, IN NO EVENT SHALL OUR AGGREGATE LIABILITY (TOGETHER WITH THAT OF THE AFFILIATES AND OUR AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS) ARISING OUT OF OR IN CONNECTION WITH THE INTERFACE OR THE DIGITAL ASSETS SERVICES (AND ANY OF THEIR CONTENT AND FUNCTIONALITY), ANY PERFORMANCE OR NON-PERFORMANCE OF THE INTERFACE OR THE DIGITAL ASSETS SERVICES, OR ANY OTHER PRODUCT, SERVICE OR ITEM PROVIDED BY US OR ON OUR BEHALF, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, STATUTE, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF (A) THE AMOUNT OF FEES PAID BY YOU TO US UNDER THESE TERMS, IF ANY, IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) US$1,000. FOR THE AVOIDANCE OF DOUBT, INTEREST, PENALTY INTEREST, LIQUIDATION INCENTIVES, THE TREASURY FEE AND ANY OTHER AMOUNT ACCRUING UNDER THE PROTOCOL ARE NOT FEES PAID TO US.

### 11. Indemnity

YOU AGREE TO RELEASE AND TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY, THE AFFILIATES AND ANY RELATED ENTITIES, AS WELL AS THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS AND REPRESENTATIVES OF ANY OF THEM, FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, EXPENSES, DAMAGES AND COSTS (INCLUDING ATTORNEYS' FEES, FEES OR PENALTIES IMPOSED BY ANY REGULATORY AUTHORITY, AND COURT COSTS), CLAIMS OR ACTIONS OF ANY KIND WHATSOEVER ARISING OR RESULTING FROM YOUR USE OF THE INTERFACE OR THE DIGITAL ASSETS SERVICES, YOUR VIOLATION OF THESE TERMS, YOUR VIOLATION OF ANY LAW, RULE OR REGULATION OR OF THE RIGHTS OF ANY THIRD PARTY, AND/OR ANY OF YOUR ACTS OR OMISSIONS. EACH OF THE COMPANY AND THE AFFILIATES RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH CASE YOU AGREE TO COOPERATE WITH THE COMPANY AND/OR THE AFFILIATES IN THE DEFENSE OF SUCH MATTER.

### 12. Termination and suspension

**12.1** We reserve the right, at our discretion, to suspend the Interface or the Digital Assets Services, in whole or in part, and/or to prevent you from accessing and using them. We may not be in a position to tell you the reasons for such suspension. Suspension of the Interface does not affect the operation of the Protocol's smart contracts, which you may continue to interact with directly or through any other compatible interface, subject to these Terms and to applicable law.

**12.2** If you violate any provision of these Terms, your permission to use the Interface and the Digital Assets Services terminates automatically. In addition, we may, in our sole discretion, suspend or terminate your access to the Interface or the Digital Assets Services at any time, for any reason or no reason, with or without notice.

**12.3** We will not be liable for any losses you suffer as a result of any modification to the Interface or the Digital Assets Services, or of any suspension or termination, for any reason, of your access to all or any part of them.

**12.4** Sections 2, 3, 10, 11, 12, 13, 14, 15, 16, 17 and 18 survive any termination of these Terms.

### 13. Modification of these Terms

These Terms may be modified or replaced at any time at our discretion, unless stated otherwise herein. The most current version will be posted on the Interface with the "Last updated" date below changed. Any changes or modifications are effective immediately upon posting. You are responsible for reviewing and becoming familiar with any such modifications, and you waive any right to receive specific notice of them. Your use of the Digital Assets Services after any modification constitutes your acceptance of the Terms as modified. If you do not agree to the Terms in effect when you access or use the Digital Assets Services, you must stop using them.

### 14. No waiver and severability

**14.1** Any right or remedy of the Company set forth in these Terms is in addition to, and not in lieu of, any other right or remedy, whether described in these Terms, under applicable law, at law or in equity. If any provision of these Terms is determined to be illegal, invalid or otherwise unenforceable, then, to the extent and within the jurisdiction in which it is illegal, invalid or unenforceable, it shall be severed and deleted from these Terms, and the remaining provisions shall survive, remain in full force and effect and continue to be binding and enforceable.

**14.2** The Company's failure, delay or neglect in exercising any right, power, privilege, election or discretion under these Terms shall not operate as a waiver thereof.

### 15. Force majeure

The Company shall not be liable or responsible for any failure or delay in the performance of the Interface or the Digital Assets Services, or for any loss you may incur, due to force majeure, riot, war, natural events or other occurrences for which the Company is not responsible (e.g. strikes, lock-outs, traffic hold-ups, epidemics, access by third parties including external cyberattacks or unauthorized or fraudulent use of the Interface or the Digital Assets Services, network outages or halts of any Supported Network, and administrative acts of domestic or foreign authorities).

### 16. Statute of limitations

You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Digital Assets Services or these Terms must be filed within one (1) year after it arose; otherwise, it shall be forever barred.

### 17. Governing law

These Terms are governed by the laws of the British Virgin Islands, without regard to their conflict-of-law provisions.

### 18. Dispute resolution and arbitration

**18.1** PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO SUBMIT ANY AND ALL DISPUTES WITH THE COMPANY TO BINDING ARBITRATION (JURY TRIAL WAIVER) AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM THE COMPANY (NO CLASS ARBITRATIONS, CLASS ACTIONS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS).

**18.2** You and the Company agree to waive any right to a jury trial, or to have any dispute resolved in any court, and instead accept the use of binding arbitration.

**18.3** You and the Company agree that any dispute is personal to you and the Company and shall be resolved only by individual arbitration, and shall not be brought as a class arbitration, a class action or any other representative proceeding. Neither party agrees to class arbitration, or to an arbitration in which a person brings a dispute as a representative of any other person or persons.

**18.4** Any dispute, controversy, difference or claim arising out of or relating to these Terms, including their existence, validity, interpretation, performance, breach or termination, and any dispute regarding non-contractual obligations arising out of or relating to these Terms, shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce, by three arbitrators appointed in accordance with those Rules. The seat of the arbitration shall be the British Virgin Islands. The arbitrators shall be knowledgeable in the laws of the British Virgin Islands and in crypto-economy matters, and fluent in English. The proceedings, pleadings, submissions and awards shall be in English. Any award shall be final and not subject to appeal, and the parties waive all rights to challenge any award under this Section. Any award may be presented by either party for enforcement in any court of competent jurisdiction sitting in the British Virgin Islands, and the parties consent to the jurisdiction of such court solely for the purpose of enforcing any award.

### 19. Assignability and third-party beneficiaries

**19.1** You may not assign or transfer any right or obligation under these Terms, including by operation of law, without our written consent. We may assign or transfer any of our rights and obligations under these Terms, in whole or in part, without prior notice to or approval of any party, including to any successor appointed by the DAO to maintain the Protocol or operate the Interface.

**19.2** Except for the Affiliates, who may rely on and enforce Sections 9, 10 and 11, there are no third-party beneficiaries of these Terms.

### 20. Entire agreement

**20.1** Upon your acceptance, these Terms, together with the Privacy Policy, constitute the entire agreement between you and the Company and supersede any prior agreement or document regarding the Interface and the Digital Assets Services. All other information provided on the Interface, and any oral or written statements, are provided for guidance only and do not constitute a legal agreement between you and the Company.

**20.2** These Terms are to be read in conjunction with, and subject to, any other policies and any country or service annexes that the Company may publish on the Interface from time to time.

**20.3** In case of conflict between the English version of these Terms and a version in any other language, the English version shall prevail.

**20.4** Headings are for convenience only and shall not limit or affect the interpretation of any right or obligation set forth herein.

### 21. Questions

If you have any questions about these Terms, please contact Exa Labs S.A.S. at <legal@exact.ly> before accessing or using the Interface or the Digital Assets Services.

Date of last review: October 2026