Terms & Conditions.

Capitalized terms have the following meanings:

• “Partner Agreement” means the written agreement between Uruk (or Uruk's designated service provider) and a Partner governing, among other things, commercial terms, fees, service levels and pilot conditions.

• “Reference Asset” means the publicly listed equity or other asset whose price a Synthetic Asset is designed to track.

• “Synthetic Asset” means a digital token created by the Protocol whose value is designed to track the price of a Reference Asset (for example uTSLA, uNVDA, uAMZN, uGOOGL, uAAPL, uMELI).

• “API” means the application programming interface, software development kits, documentation and technical endpoints made available to Partners by or on behalf of Uruk.

• “Collateral” means USD Coin (USDC) or any other digital asset accepted by the Smart Contracts as collateral for the minting of Synthetic Assets.

• “Smart Contracts” means the self-executing software programs deployed on a blockchain that form the Protocol.

• “Interface” means the web interface available at uruk.finance and its sub-domains, and any other interface made available by Uruk.

• “Restricted Jurisdiction” means any country or territory subject to comprehensive sanctions by the United States, the United Nations, the European Union or the United Kingdom, and any other jurisdiction indicated from time to time on the Interface or in the documentation.

• “Oracle” means any third-party price source used by the Smart Contracts to determine the value of Reference Assets and Collateral.

• “Partner” means a legal entity holding all licenses, registrations and authorizations required under applicable law to offer financial or digital asset services to its own customers, and which has entered into a Partner Agreement.

• “U.S. Person” means any natural person resident in the United States, any entity organized or incorporated under the laws of the United States or any of its states, and any person acting for the account of any of them.

• “Protocol” means the set of Smart Contracts deployed by or on behalf of Uruk on the Stellar network, and on any other network Uruk may support, enabling the minting, redemption and liquidation of Synthetic Assets.

• “Services” means, collectively, the Protocol, the API and the Interface.

• “User” means any person who accesses or uses the Interface or interacts with the Protocol, including a customer of a Partner.

2.1 Nature

The Protocol is a non-custodial software infrastructure that allows Collateral to be deposited into Smart Contracts in exchange for the minting of Synthetic Assets, and allows those Synthetic Assets to be redeemed or liquidated in accordance with the rules encoded in the Smart Contracts.

2.2 Overcollateralization

Every position must maintain at all times a collateralization ratio, enforced by the Smart Contracts. When a position falls below the applicable threshold, it may be liquidated automatically, in whole or in part, without prior notice. Collateralization parameters may be adjusted in accordance with Article 13.

2.3 Pools

The Protocol includes liquidity pools and stability pools. Any participation in a pool is governed by the rules encoded in the Smart Contracts and involves the risks described in Article 12. Nothing in the Services constitutes an offer or promise of any return.

2.4 Price data

The Protocol relies on third-party Oracles to value Reference Assets and Collateral. Uruk does not control these Oracles and does not guarantee their accuracy, availability or update frequency.

2.5 Non-custodial nature

Uruk does not take custody of Collateral or Synthetic Assets, does not hold the private keys of Users or Partners and cannot initiate any transaction on their behalf. Every transaction is initiated and signed by the User or Partner from its own wallet.

2.6 Administrative functions

Certain Protocol parameters, including the list of markets, Oracle sources, collateralization thresholds, fees and the emergency pause functions described in the technical documentation, may be modified through a decentralized administrative mechanism.

2.7 Networks

The reference implementation of the Protocol is deployed on the Stellar network. Support for any other network is at Uruk's sole discretion and does not constitute a commitment.

3.1 No ownership rights

Synthetic Assets are designed to replicate economic price exposure only. They do not confer ownership of the Reference Assets, voting rights, dividend rights or any claim against the issuer of a Reference Asset, against Uruk or against any other person. Holders have no redemption right other than as encoded in the Smart Contracts.

3.2 No affiliation

In the case of a non-tokenized product, the issuers of the Reference Assets have not sponsored, endorsed or participated in the creation of the Synthetic Assets and are not affiliated with Uruk. The names, ticker symbols and logos of Reference Assets are used solely to identify the relevant Reference Asset. All trademarks mentioned belong to their respective owners.

3.3 Tracking deviations

The price of a Synthetic Asset may deviate from that of its Reference Asset, in particular outside market hours, during an Oracle interruption, or during periods of high volatility or low liquidity. Corporate actions affecting a Reference Asset (dividends, stock splits or others) may not be reflected, or may be reflected only in accordance with the Protocol rules. Uruk does not guarantee any tracking.

3.4 No advice

Nothing in the Services constitutes investment, financial, legal, tax or accounting advice, nor a recommendation, solicitation or offer relating to any product.

3.5 Taxes

Each User and each Partner is solely responsible for determining and fulfilling its tax obligations, including any withholding tax that may apply to instruments referencing dividend-paying equities.

4.1 Age and capacity

Any natural person using the Services must be at least 18 years old, or of the age of majority in their jurisdiction if higher, and have the legal capacity to enter into binding agreements.

4.2 Excluded persons

The Services are not offered to, and may not be used by:

• (a) U.S. Persons;
• (b) persons located, resident or organized in a Restricted Jurisdiction;
• (c) persons listed on any sanctions list, including the OFAC SDN list and the lists of the United Nations, the European Union or the United Kingdom;
• (d) persons owned or controlled by, or acting on behalf of, any person referred to in points (a) to (c);
• (e) any person for whom access to the Services is prohibited by applicable law.

4.3 Local law

You are responsible for ensuring that your access to and use of the Services is lawful in your jurisdiction. The Services are not offered in any jurisdiction where such an offering would require a license that Uruk does not hold.

4.4 Screening

Uruk may implement geographic restrictions and blockchain address screening at the Interface and API level, and may block access for any address associated with sanctioned or illicit activity. Any circumvention of these measures, including through a virtual private network, is prohibited.

5.1 Access conditions

Access to the API is subject to (a) the execution of a Partner Agreement, (b) Uruk's satisfactory verification of the Partner's licenses and standing, and (c) compliance with these Terms.

5.2 Order of precedence

In the event of any conflict between the Partner Agreement and these Terms, the Partner Agreement prevails with respect to the relevant Partner.

5.3 Credentials

API keys and credentials are confidential. The Partner is responsible for all activity carried out using its credentials and must notify Uruk without delay of any actual or suspected compromise.

5.4 Usage limits

Uruk may apply rate limits and temporarily suspend API access for security, stability or compliance reasons.

6.1 Licenses

The Partner represents and warrants that it holds, and undertakes to maintain throughout its relationship with Uruk, all licenses, registrations and authorizations required to offer its customers exposure to Synthetic Assets.

6.2 Customer relationship

The Partner is solely responsible for its relationship with its customers, including customer onboarding, know-your-customer (KYC) checks, anti-money laundering and counter-terrorist financing, sanctions screening, suitability or appropriateness assessments, customer disclosures, complaints handling and the protection of its customers' data. No customer of a Partner becomes a customer of Uruk.

6.3 Customer disclosures

The Partner shall provide its customers with risk disclosures at least equivalent to those set out in Articles 3 and 12. It shall not present Synthetic Assets as shares or as conferring ownership of Reference Assets, nor promise any return.

6.4 Distribution restrictions

The Partner shall not make Synthetic Assets available to the excluded persons referred to in Article 4.2 and shall implement appropriate geographic controls.

6.5 Use of the Uruk name

The Partner shall use Uruk's trademarks only as authorized in the Partner Agreement and shall never present Uruk as the provider of the services it offers to its customers.

6.6 Cooperation

The Partner shall promptly inform Uruk of any request from an authority, any material change to its licenses and any security incident relating to the Services, and shall reasonably cooperate with Uruk.

6.7 Customer data

Uruk does not require any personal data of the Partner's customers, and the Partner shall not transmit any such data to Uruk, except with express written agreement and only to the extent strictly necessary.

6.8 Prohibited activities

Article 11 applies to the Partner, which shall also ensure that its customers comply with it.

Fees for API access are set out in the Partner Agreement. Protocol fees are encoded in the Smart Contracts and published in the documentation. Amounts are exclusive of taxes, which remain payable by the Partner where applicable.

Uruk acts solely as a technology provider. The Partner acknowledges that Uruk does not carry out any regulated activity on its behalf or on behalf of its customers. The Partner alone is responsible for determining whether its offering requires a license in each jurisdiction in which it operates, and for obtaining it.

9.1 Purpose

The Interface is a technical and informational tool for viewing Protocol data (markets, pools, parameters) and, where this functionality is enabled, for interacting with the Smart Contracts through a compatible wallet whose keys are held solely by the User.

9.2 No customer relationship

Use of the Interface does not create any customer, agency, advisory or fiduciary relationship with Uruk. End customers' access to Synthetic Assets is intended to be provided by Partners, under their own licenses and at their sole responsibility.

9.3 Wallets

The Interface is compatible with third-party wallets that Uruk does not control. The User is solely responsible for the security of its wallet and private keys. Loss of a private key results in the permanent and irreversible loss of the associated assets.

9.4 Alternative access

The Protocol can be accessed by means other than the Interface. The Interface is only one such means of access.

9.5 Availability

Uruk does not guarantee the continuous availability of the Interface and may restrict, modify or discontinue it at any time without notice.

9.6 Test environments

Assets issued on a test network have no value and cannot be exchanged for assets having value.

By using the Services, you represent and warrant that:

• you meet the conditions of Article 4 and are not acting on behalf of an excluded person;
• you understand how Smart Contracts, blockchains and liquidation mechanisms work, as well as the risks described in Article 12;
• you make your own decisions and do not rely on any advice from Uruk;
• the assets you use are of lawful origin;
• you comply with all applicable laws, including tax laws.

You may not use the Services for any unlawful purpose or in breach of these Terms, and in particular you may not:

• launder money, finance terrorism or evade sanctions;
• manipulate any market, engage in wash trading or any other deceptive practice;
• manipulate any Oracle or exploit any error or vulnerability in the Services, except in the course of responsible disclosure;
• circumvent geographic restrictions or screening measures;
• compromise the security or stability of the Services, including through bots or cyberattacks;
• decompile or disassemble the Interface, except to the extent permitted by law or by an applicable license;
• impersonate Uruk or suggest any affiliation with Uruk or with the issuer of a Reference Asset.

Any vulnerability must be reported to contact@uruk.finance.

Use of the Services involves significant risks that may result in the total loss of Collateral. The following list of risks is not exhaustive:

• Market risk Reference Assets and, consequently, Synthetic Assets may be highly volatile.

• Liquidation risk a position falling below the collateralization threshold may be liquidated automatically and without notice, resulting in the loss of all or part of the Collateral.

• Oracle risk an Oracle may deliver erroneous, delayed or manipulated data, in particular outside market hours.

• Technology risk the Smart Contracts may contain errors or vulnerabilities; independent audits aim to ensure the total security of the Protocol.

• Collateral risk a stablecoin may lose its peg, and its issuer may freeze certain addresses.

• Network risk a blockchain may suffer congestion, downtime, forks or fee increases.

• Liquidity risk it may be impossible to close a position at the desired time or price.

• Tracking risk the price of a Synthetic Asset may deviate from that of its Reference Asset (Article 3.3).

• Regulatory and tax risk changes in law may restrict or prohibit the Services, or alter their tax treatment.

• Irreversibility risk blockchain transactions are final, and the loss of a private key is irremediable.

• Parameter risk Protocol parameters may be modified in accordance with Article 2.6.

13.1 Services

Uruk may modify, suspend or discontinue any feature of the Services.

13.2 Protocol parameters

Material changes to Protocol parameters are published in the documentation, with reasonable advance notice where possible, except in emergencies relating to the security of the Protocol.

13.3 Terms

Uruk may amend these Terms by publishing an updated version bearing a new date. Material changes are notified to Partners at least 30 days in advance, unless otherwise provided in the Partner Agreement. Continued use of the Services after the changes take effect constitutes acceptance.

14.1 Ownership

The Interface, the documentation and Uruk's trademarks, logos and content belong to Uruk, its affiliates or their licensors.

14.2 Smart Contract code

The source code of the Smart Contracts is published under a license whose terms alone govern its use. These Terms do not grant any additional rights in that code.

14.3 License to use

Subject to your compliance with these Terms, Uruk grants you a limited, personal, non-exclusive, non-transferable and revocable license to use the Interface.

14.4 Feedback

Any feedback submitted to Uruk may be used freely by Uruk without any obligation to its author.

The Services rely on third-party services, including Oracles, market data providers, wallets, blockchain networks and stablecoin issuers. Uruk does not control them and is not responsible for them. Their use is subject to their own terms. Market data may be delayed and is provided for information purposes only.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OR UNINTERRUPTED AVAILABILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER URUK NOR ITS AFFILIATES, CONTRIBUTORS, OFFICERS OR SERVICE PROVIDERS SHALL BE LIABLE FOR:

• any indirect, incidental, special, punitive or consequential damages;
• any loss of profits, data or assets, including as a result of a liquidation, a failure of an Oracle, a Smart Contract or a blockchain, or a hack;
• any loss resulting from User error or the compromise of its keys.

Uruk's aggregate liability shall in all cases be limited to the greater of the amounts you paid to Uruk in the twelve months preceding the event giving rise to the claim and USD 100, unless otherwise provided in the Partner Agreement.

You agree to indemnify and hold harmless Uruk, its affiliates and contributors from any claim, loss or expense, including reasonable attorneys' fees, arising from your breach of these Terms or of applicable law. For a Partner, this obligation extends to any claim by its customers or by any authority in connection with its offering.

Uruk may suspend or terminate your access to the Interface or the API at any time, in particular in the event of a breach of these Terms, a security risk or a legal requirement. Termination of access to the Interface or the API does not affect open positions, which remain governed by the Smart Contracts. Articles 3, 12 and 14 to 22 survive termination.

The Protocol does not collect any personal data. Blockchain transactions are public and permanent. The Interface may process technical data (IP address, wallet address, browsing data) for security, geographic restriction, sanctions screening and audience measurement purposes, in accordance with the privacy policy.

21.1 Governing law

These Terms are governed by the laws of the Republic of the Marshall Islands.

21.2 Amicable resolution

Any dispute shall first be notified in writing and be subject to an attempt at amicable resolution for thirty (30) days.

21.3 Arbitration

Failing agreement, the dispute shall be finally resolved by arbitration under the Arbitration Rules of the International Chamber of Commerce, by a sole arbitrator.

21.4 Class action waiver

Any dispute shall be brought on an individual basis only, and not as part of any class or representative action.

21.5 Mandatory provisions

This Article does not deprive any User of the protection of the mandatory provisions of the law of their country of residence, to the extent that they cannot be derogated from.

• Entire agreement these Terms, supplemented where applicable by the Partner Agreement, constitute the entire agreement between you and Uruk regarding the Services.

• Severability if any provision is held invalid or unenforceable, it shall be limited to the minimum extent necessary and the remaining provisions shall remain in effect.

• No waiver failure to exercise any right does not constitute a waiver of that right.

• Assignment you may not assign your rights without Uruk's written consent. Uruk may assign its rights to an affiliate or successor.

• Force majeure Uruk is not liable for any failure resulting from an event beyond its reasonable control, including a failure of a blockchain or an Oracle.

• Notices Uruk may send you notices through the Interface, by email or through its official channels.

• Language these Terms are drawn up in English. In the event of any discrepancy, the English version prevails.

• Relationship of the parties nothing herein creates any partnership, agency, joint venture or employment relationship between you and Uruk.

For any question regarding these Terms: contact@uruk.finance.