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TERMS OF SERVICE

UEX.US Inc.
Version 2.1
Effective Date: October 1, 2026
Supersedes: Terms of Service Version 2.0 dated August 1, 2026

1. INTRODUCTION AND ACCEPTANCE

1.1 These Terms of Service (the "Terms") constitute a legally binding agreement between you ("User," "you," or "your") and UEX.US Inc., a Wyoming corporation formerly known as UEX Capital Corp ("UEX," "we," "us," or "our").

1.2 UEX provides cryptocurrency and fiat-related services through the website uex.us and uexpayments.com, together with any associated subdomains, applications, interfaces, and application programming interfaces (collectively, the "Sites"), and the services made available through them (the "Services").

1.3 By accessing or using the Sites or Services, by creating an account, or by clicking to accept these Terms, you agree to be bound by these Terms, our Privacy Policy, our AML/KYC Policy, our Fee Schedule, and any product-specific terms we publish (together, the "Agreement"). If you do not agree, you must not access or use the Services.

1.4 Section 27 (Dispute Resolution) contains a binding arbitration provision, a class action waiver, a jury trial waiver, and a one-year limitation period. Please read it carefully. It affects your legal rights.

1.5 You represent that you are entering into this Agreement on your own behalf, or, if you are acting for an entity, that you are authorized to bind that entity, in which case "you" refers to that entity.

2. DEFINITIONS

For the purposes of these Terms:

  • "Account" means the user account you open with UEX.
  • "Anonymity-Enhancing Technology" or "AET" has the meaning given in Section 12.1.
  • "Digital Asset" means any cryptocurrency, virtual currency, token, coin, or other digital representation of value that UEX supports from time to time.
  • "Fiat" means government-issued currency that is designated as legal tender in its country of issuance.
  • "Privacy-Enhanced Asset" has the meaning given in Section 12.1.
  • "Rewards" means the rewards, incentives, and U-Coin-related benefits described in Section 14.
  • "Restricted Jurisdiction" means any jurisdiction that is not listed as a permitted jurisdiction on the Supported Jurisdictions Page, or that is otherwise identified as unsupported or restricted on the Sites.
  • "Services" has the meaning given in Section 1.2.
  • "Supported Jurisdictions Page" means the page maintained on the Sites listing the jurisdictions in which UEX makes the Services available, as updated from time to time.
  • "Tainted Assets" has the meaning given in Section 12.1.
  • "U-Coin" or "UEXC" means the platform unit of account described in Section 14.

3. ELIGIBILITY AND JURISDICTIONAL RESTRICTIONS

3.1 Eligibility. To open or maintain an Account, you must:

  • (a) be at least 18 years of age and have full legal capacity to enter into this Agreement;
  • (b) be resident in, and accessing the Services from, a jurisdiction listed on the Supported Jurisdictions Page;
  • (c) not be a resident, national, or government official of, or located in, any Restricted Jurisdiction;
  • (d) not be listed on, owned or controlled by, or acting on behalf of any person listed on any sanctions list administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, the United Kingdom, or any other applicable authority;
  • (e) complete identity verification to the standard we require; and
  • (f) not have previously had an Account terminated by UEX for breach of this Agreement.

3.2 Jurisdictional coverage — permitted jurisdictions only. UEX operates on an allowlist basis. The Services are offered only in the jurisdictions expressly listed as permitted on the Supported Jurisdictions Page, which forms part of this Agreement and is updated from time to time. A jurisdiction that is not expressly listed as permitted is not supported, whether or not it appears on any list of restricted jurisdictions. UEX may add or remove jurisdictions at any time, with or without notice, including in response to licensing, regulatory, or risk considerations. Where a jurisdiction is removed, UEX may restrict your Account to withdrawal-only functionality and may require you to close your Account within a reasonable period.

3.2A Permitted and restricted jurisdictions. As at the Effective Date:

Permitted U.S. States:

Montana

Restricted U.S. States:

New York, California, Texas, New Jersey, Illinois, Florida, Georgia, Pennsylvania, Massachusetts, Alabama, Connecticut, Oregon, Indiana, Kentucky, Maryland, Wisconsin, Virginia, Idaho, Delaware, Nevada, Arizona, Alaska, Colorado, Hawaii, Maine, Michigan, Minnesota, North Carolina, Washington, Ohio, Tennessee, South Carolina, Louisiana, Rhode Island, Vermont, North Dakota, South Dakota, New Mexico

Restricted Countries:

We do not serve residents of OFAC-sanctioned countries, including Cuba, Iran, North Korea, Syria, and regions such as Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhia.

For the avoidance of doubt, and consistent with the allowlist basis described in Section 3.2, a U.S. state that does not appear in the list of Permitted U.S. States above is not supported, whether or not it appears in the list of Restricted U.S. States. The list of Restricted U.S. States identifies states subject to affirmative geo-blocking; it is not an exhaustive statement of the states in which the Services are unavailable.

Further detail, including the current permitted and restricted jurisdictions, additional restrictions, and enforcement measures, is set out on the Supported Jurisdictions Page, which forms part of this Agreement. Where the lists in this Section and the Supported Jurisdictions Page differ, the Supported Jurisdictions Page is controlling, as it is updated more frequently than these Terms.

3.3 No offer where unlawful. The Sites and the Services do not constitute an offer, solicitation, or invitation to any person in any jurisdiction in which such an offer or solicitation is unlawful or in which UEX is not authorized to provide the Services. UEX does not market or solicit business in Restricted Jurisdictions.

3.4 Your responsibility. You are responsible for determining whether your use of the Services is lawful in your jurisdiction. Accessing the Services from a Restricted Jurisdiction, or using a virtual private network, proxy, or other tool to disguise your location or to circumvent geographic restrictions, is a material breach of these Terms and grounds for immediate suspension, freezing of assets under Section 12.6, and termination.

3.5 Ongoing representation. Your eligibility representations in this Section are made on the date you open your Account and are repeated each time you access the Services or initiate a transaction. You must notify UEX promptly if any of them ceases to be true.

4. ACCOUNT REGISTRATION, VERIFICATION AND SECURITY

4.1 Registration. You must provide accurate, current, and complete information when registering and must keep that information up to date. Providing false, misleading, or incomplete information is a material breach of these Terms.

4.2 Verification. UEX operates a risk-based identity verification program. We may require, at onboarding and at any time thereafter: government-issued photo identification; proof of residential address; date and place of birth; taxpayer identification number; liveness or biometric verification; source of funds and source of wealth documentation; and, for entity Accounts, formation documents, ownership and control information (including beneficial owners at 25% or more and a control person), and evidence of the signatory's authority. We may re-verify at any time and may restrict or suspend your Account pending completion.

4.3 One Account. You may hold one Account unless UEX expressly agrees otherwise in writing. Accounts are personal to you and may not be sold, transferred, assigned, or made available to any third party. You may not open or operate an Account on behalf of an undisclosed third party.

4.4 Security. You are solely responsible for maintaining the confidentiality and security of your Account credentials, two-factor authentication devices, recovery codes, email account, and any device used to access the Services. You must enable all security features we make available. You must notify UEX immediately at [email protected] of any actual or suspected unauthorized access, credential compromise, or SIM-swap event.

4.5 Instructions. UEX may treat any instruction received through your Account credentials and any applicable authentication factor as authorized by you, and may act on it. Except to the extent required by applicable law, UEX is not liable for losses arising from unauthorized access attributable to your act or omission, including your failure to safeguard credentials or your use of compromised devices or email accounts.

4.6 Accuracy of transaction details. You are solely responsible for the accuracy of all transaction details, including blockchain addresses, network selection, memo or destination tags, and bank details. Blockchain transactions are irreversible. UEX has no obligation, and in most cases no ability, to recover assets sent to an incorrect address, on an incorrect network, or without a required memo or tag.

5. SERVICES

5.1 Services offered. Subject to eligibility and to this Agreement, UEX offers:

  • (a) hosted digital asset wallet and custodial services;
  • (b) trading, swapping, and conversion of Digital Assets (crypto-to-crypto and, where supported, crypto-to-fiat);
  • (c) Fiat onboarding and offboarding through third-party payment processors and banking partners;
  • (d) payment gateway and merchant settlement services through UEX Pay; and
  • (e) Rewards and U-Coin functionality as described in Section 14.

5.2 Registration status. UEX is registered with the U.S. Department of the Treasury's Financial Crimes Enforcement Network ("FinCEN") as a Money Services Business. FinCEN registration is not a license, does not constitute an endorsement or approval of UEX by any government agency, and does not mean that any agency has assessed the safety, soundness, or compliance of UEX. UEX offers the Services only in the permitted jurisdictions set out on the Supported Jurisdictions Page, and only to the extent it is authorized or exempt from authorization in the relevant jurisdiction. UEX's registration, licensing, and exemption disclosures are published on the Sites.

5.3 No banking, investment, tax, or legal advice. UEX is not a bank, trust company, broker-dealer, investment adviser, futures commission merchant, or fiduciary. UEX does not provide investment, tax, accounting, or legal advice, and nothing on the Sites or communicated by UEX personnel constitutes a recommendation to enter into any transaction. Any educational or market content is general information only. You are solely responsible for your own transaction decisions and should consult your own advisors.

5.4 No fiduciary duty. Nothing in this Agreement creates any fiduciary, advisory, agency, trust, or partnership relationship between you and UEX, other than the custodial relationship expressly described in Section 8.

5.5 Changes to the Services. UEX may add, modify, suspend, restrict, or discontinue any Service, Digital Asset, network, trading pair, or feature at any time, with or without notice, including for legal, regulatory, security, liquidity, or commercial reasons. Where practicable and lawful, UEX will give reasonable notice and a reasonable withdrawal window.

5.6 Availability. The Services are provided on an "as available" basis. UEX does not warrant uninterrupted or error-free operation, and may undertake scheduled or emergency maintenance at any time.

6. USER RESPONSIBILITIES AND PROHIBITED ACTIVITIES

6.1 You agree to:

  • (a) keep your Account credentials secure and confidential;
  • (b) provide accurate, current, and complete information for identity verification and keep it updated;
  • (c) use the Services only for lawful purposes and only in accordance with this Agreement;
  • (d) cooperate fully and promptly with any compliance, verification, or regulatory request made by UEX, including requests for source of funds and source of wealth documentation;
  • (e) comply with all applicable laws, including tax, sanctions, anti-money-laundering, and counter-terrorist-financing laws; and
  • (f) not deposit, withdraw, or transact with assets derived from, destined for, or processed through any Anonymity-Enhancing Technology, as set out in Section 12.

6.2 Prohibited activities. You must not, and must not permit any third party acting through your Account to:

  • (a) engage in or facilitate money laundering, terrorist financing, proliferation financing, sanctions evasion, fraud, theft, extortion, ransomware, or any other unlawful activity;
  • (b) use the Services in connection with darknet markets, unlicensed gambling, weapons trafficking, narcotics, human trafficking, child sexual abuse material, or the sale of stolen data or credentials;
  • (c) structure transactions, or split a transaction into multiple transactions, in order to remain below any reporting, verification, or monitoring threshold;
  • (d) engage in market manipulation, including wash trading, spoofing, layering, quote stuffing, momentum ignition, or entering orders without a bona fide intent to execute;
  • (e) exploit any error, bug, latency, pricing anomaly, or vulnerability in the Services, or engage in abuse of Rewards, referral, promotional, or fee programs, including through multiple or synthetic Accounts;
  • (f) use bots, scrapers, or automated means to access the Services other than through a documented API in accordance with Section 22;
  • (g) reverse engineer, decompile, interfere with, overload, or attempt to gain unauthorized access to the Services or any related system;
  • (h) misrepresent your identity, jurisdiction, or the beneficial ownership of any assets, or act as an undisclosed intermediary, money mule, or nominee for a third party;
  • (i) circumvent or attempt to circumvent any geographic restriction, transaction limit, screening control, or security measure; or
  • (j) provide money transmission, exchange, or payment services to third parties using your Account, whether or not for a fee.

6.3 Consequences. Any breach of this Section is a material breach and entitles UEX to exercise any or all of the remedies in Sections 12.6 and 17, in addition to any other rights it may have.

7. FIAT SERVICES

7.1 Fiat funds associated with your Account are held with licensed third-party custodians, banking partners, or payment processors, in accordance with applicable law.

7.2 Fiat balances are not bank deposits, are not insured by the Federal Deposit Insurance Corporation or any other government deposit insurance scheme, and are not protected by the Securities Investor Protection Corporation. UEX is not a bank and does not pay interest on Fiat balances. Fiat funds held with UEX's licensed custodians, banking partners, and payment processors may benefit from protections maintained by those partners, and are additionally within the scope of the private insurance arrangements described in Section 8.3, in each case subject to the terms of the applicable arrangements.

7.3 Fiat deposits are intended to facilitate the purchase of Digital Assets and the settlement of transactions on the platform. Fiat deposits and withdrawals may be subject to holds, limits, verification, and rejection. Fiat withdrawals are subject to the processing provisions in Sections 9.7 to 9.12, and settlement is additionally dependent on the banking system, ACH and wire cut-off times, bank holidays, and the practices of intermediary and receiving banks.

7.4 Fiat transactions are permitted only through payment methods approved by UEX and made available in your Account. Deposits must be made from an account held in your own name at a regulated financial institution. Third-party deposits and withdrawals are prohibited and may be rejected, returned, or held pending investigation under Section 12.

7.5 You must not initiate a chargeback, payment reversal, or dispute in respect of a completed transaction other than in the case of genuine unauthorized use. Where a chargeback, reversal, return, or recall occurs, UEX may debit the corresponding amount from your Account, suspend your Account, and recover the amount, together with any associated fee, from any assets held for you.

7.6 UEX may impose deposit and withdrawal limits, cooling-off periods, and holds on newly added funding methods, and may vary them at any time on a risk basis.

8. DIGITAL ASSET CUSTODY, TITLE, RISK AND INSURANCE

8.1 Title. Digital Assets held in your Account remain your property. UEX does not acquire title to your Digital Assets by holding them, and does not lend, pledge, hypothecate, rehypothecate, or otherwise use custodied customer Digital Assets for its own account, except where you expressly opt in to a specific product on separate terms.

8.2 Nature of custody. UEX holds Digital Assets in a combination of omnibus and segregated wallets. Your Account balance reflects UEX's obligation to you and may not correspond to any specific on-chain address or unit.

8.3 Insurance.

(a) Private coverage. UEX maintains, directly and through its custody, technology, and insurance partners, private commercial insurance policies covering the theft of custodied customer Digital Assets, including losses arising from hacking, security breach, or compromise of UEX-controlled wallets and systems, and losses arising from internal fraud or collusion. UEX additionally maintains further private insurance policies at the corporate level. UEX reviews its coverage periodically and may adjust insurers, policy structures, and coverage levels from time to time.

(b) Scope and limits. All coverage under this Section is subject to the terms, conditions, limits, deductibles, and exclusions of the applicable policies. Coverage under this Section does not extend to: (i) losses arising from your own acts or omissions, including compromise of your credentials, devices, email account, or two-factor authentication, or your transmission of assets to an incorrect address or network; (ii) losses of value arising from market movements; (iii) losses arising from the failure, insolvency, exploit, or compromise of any blockchain network, smart contract, bridge, or third-party service outside UEX's control; or (iv) assets held under a compliance hold, freeze, or sanction under Sections 12 or 13.

(c) No government insurance. Digital Assets held with UEX are not insured by the FDIC, SIPC, or any other government-backed insurance scheme.

(d) Claims. Where a loss event within the scope of UEX's coverage occurs, UEX will pursue recovery under the applicable policies and will apply recovered amounts to affected customer balances on a fair and reasonable basis. The existence of insurance is not a representation that every loss will be recoverable in full, and recovery in respect of any individual Account depends on the terms of the applicable policies and the outcome of the claims process.

8.4 Forks, airdrops, and network events. UEX has no obligation to support any fork, airdrop, staking reward, governance right, rebase, or other network event affecting a supported Digital Asset. Where UEX elects not to support such an event, you may lose the associated benefit. UEX may suspend deposits, withdrawals, and trading before, during, and after any such event, and may take any action it considers reasonable to protect the platform and its users.

8.5 Network and protocol risk. UEX is not responsible for the operation, security, availability, or integrity of any blockchain network, smart contract, bridge, or third-party protocol, or for any loss arising from a chain reorganization, consensus failure, exploit, 51% attack, or network congestion.

8.6 Deposits of unsupported assets. Do not deposit unsupported Digital Assets, use unsupported networks, or deposit via any confidential transaction layer or extension block, including MWEB (see Section 12.3A). UEX has no obligation to credit, recover, or return such assets, and where recovery is attempted it may be subject to a fee and is not guaranteed.

9. TRANSACTIONS, ORDERS AND EXECUTION

9.1 Prices, quotes, and indicative rates are subject to change and may not reflect prices available elsewhere. A quote is binding only when the transaction is executed.

9.2 Orders and instructions are irrevocable once submitted, except as expressly provided in the interface. You are responsible for reviewing transaction details before confirming.

9.3 UEX may reject, cancel, delay, or reverse any transaction or order where it is required or permitted to do so by this Agreement or applicable law, where a manifest error, pricing anomaly, or system malfunction has occurred, or where the transaction is inconsistent with UEX's risk or compliance policies.

9.4 Error correction. Where UEX credits your Account in error, or where a transaction is executed at a price resulting from a manifest error or system fault, UEX may reverse the transaction and debit your Account accordingly. You must not withdraw or dispose of assets you know or ought reasonably to know were credited in error, and you must return them on demand.

9.5 Blockchain transactions are final and irreversible once broadcast and confirmed. UEX cannot cancel, reverse, or recall a completed on-chain transaction.

9.6 UEX may apply transaction, velocity, and exposure limits to your Account on a risk basis, and may vary them at any time without notice.

Withdrawal processing

9.7 No guaranteed processing time. UEX does not guarantee that any withdrawal will be processed within any particular period. Any processing time indicated on the Sites, in the interface, in support communications, or in marketing material is a target only, is estimated, and is not a contractual commitment.

9.8 Standard processing window. UEX aims to process withdrawal requests promptly following submission. You acknowledge and agree that a withdrawal request may take up to seven (7) business days to be released, and may take longer where any of the circumstances in Section 9.9 applies. A withdrawal is treated as processed when UEX broadcasts the relevant blockchain transaction or transmits the relevant payment instruction to its banking partner or payment processor. Time taken thereafter by a blockchain network, bank, intermediary bank, or payment processor is outside UEX's control and is additional to the period described in this Section.

9.9 Circumstances in which withdrawals take longer. Processing may be extended, and a withdrawal may be delayed, suspended, or refused, where:

  • (a) identity verification, re-verification, or enhanced due diligence is pending or required, including any request for source of funds or source of wealth documentation;
  • (b) a review, hold, or freeze under Section 12 (source of funds, anonymity-enhancing technologies, confidential transaction layers including MWEB, or Tainted Assets) or Section 13 (sanctions) applies, in which case the periods in Section 12.7 apply and displace this Section;
  • (c) a legal, regulatory, court, or law enforcement request, order, subpoena, or preservation obligation applies;
  • (d) the withdrawal is subject to a security hold under Section 9.10, a limit under Section 9.6, or a funding-method hold under Section 7.6;
  • (e) a deposit funding the withdrawal has not fully settled or remains subject to chargeback, reversal, or recall risk;
  • (f) the withdrawal is inconsistent with your Account history or profile, or triggers UEX's transaction monitoring or risk rules;
  • (g) a manifest error, system fault, or suspected unauthorized access is under investigation;
  • (h) blockchain network congestion, a network halt or fork, or a wallet, custodian, banking partner, or payment processor outage affects processing;
  • (i) tax documentation required under Section 10.4 is outstanding, or withholding must be calculated or applied; or
  • (j) a bank holiday, weekend, or non-business day intervenes.

9.10 Security holds. UEX may apply an automatic hold of up to seventy-two (72) hours on withdrawals following a change to your password, email address, phone number, two-factor authentication method, or withdrawal address whitelist, and following any suspected compromise of your Account. These holds are a security measure and are applied without prior notice.

9.11 No cancellation once broadcast or transmitted. A withdrawal request may be cancellable through the interface only until UEX broadcasts or transmits it. Thereafter it is irrevocable and Section 9.5 applies.

9.12 No liability for delay. To the fullest extent permitted by law, UEX is not liable for any loss arising from a delay in, or the suspension, refusal, or reversal of, a withdrawal, including loss of value in Fiat or Digital Assets during the period of delay, lost profit, missed trading, hedging, or settlement opportunity, or any consequential loss. Sections 12.9 and 24 apply to all such claims.

10. FEES, TAXES AND COSTS

10.1 UEX charges fees for transactions, conversions, withdrawals, and other Services as disclosed at the time of the transaction and in the Fee Schedule published on the Sites. The Fee Schedule forms part of this Agreement.

10.2 Fees are non-refundable except where required by applicable law. Network and third-party processor fees are additional and are not within UEX's control.

10.3 UEX may deduct fees, costs, and amounts owed to it from any Fiat or Digital Assets held for you, and may convert Digital Assets into Fiat, or between Digital Assets, at prevailing rates in order to do so.

10.4 Taxes. You are solely responsible for determining and satisfying any tax liability arising from your use of the Services and for reporting to the relevant tax authorities. UEX may be required to collect tax documentation from you (including Form W-9 or the applicable Form W-8 series) and to report transactions and account information to tax authorities. UEX may withhold amounts where required by law, including backup withholding and withholding on payments to non-U.S. persons, and may restrict your Account until valid tax documentation is provided.

10.5 Right of set-off. UEX may set off any amount you owe it under this Agreement against any Fiat or Digital Assets it holds for you.

11. COMPLIANCE OBLIGATIONS

11.1 UEX maintains a written anti-money-laundering and counter-terrorist-financing program in accordance with the Bank Secrecy Act and its implementing regulations, including customer identification, transaction monitoring, sanctions screening, recordkeeping, and reporting.

11.2 You must complete all identity verification, re-verification, and enhanced due diligence procedures we request. Failure or refusal to do so is grounds for restriction, suspension, freezing under Section 12.6, and termination.

11.3 UEX files Suspicious Activity Reports, Currency Transaction Reports, and other reports as required by applicable law. UEX and its personnel are prohibited by law from disclosing the existence or contents of a Suspicious Activity Report to you or to any unauthorized person.

11.4 UEX monitors accounts and transactions on an ongoing risk basis and may freeze, restrict, or terminate an Account where necessary to comply with applicable law or the instruction of a competent authority.

11.5 UEX retains records for the periods required by applicable law, including after the closure of your Account.

12. SOURCE OF FUNDS; ANONYMITY-ENHANCING TECHNOLOGIES; PRIVACY-ENHANCED ASSETS

12.1 Definitions

"Anonymity-Enhancing Technology" or "AET" means any service, protocol, smart contract, wallet feature, or technique whose purpose or practical effect is to obscure the origin, destination, ownership, or transaction history of Digital Assets, including without limitation: mixers, tumblers, and coin-mixing pools; CoinJoin, PayJoin, and equivalent collaborative-transaction implementations; coin-swap, "instant exchange," and cross-chain swap services that do not perform customer identification; chain-hopping and layering across networks or bridges undertaken to obscure provenance; confidential transaction layers, sidechains, extension blocks, and opt-in privacy layers operating on otherwise transparent blockchains, together with the peg-in and peg-out mechanisms by which assets enter and leave them, including Litecoin's MimbleWimble Extension Blocks ("MWEB"); "no-KYC" or non-compliant peer-to-peer venues; sanctioned protocols and smart contracts, including any protocol, address, or contract designated by OFAC; and any successor, fork, clone, or functional equivalent of the foregoing.

"Privacy-Enhanced Asset" means any Digital Asset with default or optional protocol-level confidentiality of sender, recipient, amount, or transaction graph, including without limitation Monero (XMR), Zcash (ZEC) shielded transactions, Litecoin (LTC) transacted through MWEB, Dash PrivateSend, Grin, Beam, Firo, and their forks or successors. A Digital Asset falls within this definition in respect of any transaction that uses such a confidentiality feature, whether or not the asset is transparent by default.

"Tainted Assets" means Digital Assets that UEX determines, in its reasonable discretion and on the basis of blockchain analytics, sanctions screening, law enforcement information, or its own review, to have direct or indirect exposure to an AET, to sanctioned persons, addresses, protocols, or jurisdictions, or to darknet markets, ransomware, fraud, theft, exploit or hack proceeds, illegal gambling, child sexual abuse material, terrorist financing, or other unlawful activity.

12.2 Prohibited conduct

You may not, directly or indirectly:

  • (a) deposit to UEX any Digital Asset that has passed through, been received from, or been processed by an AET;
  • (b) withdraw or transmit Digital Assets from UEX to an AET, or to any address or counterparty known or reasonably suspected to be associated with one;
  • (b1) deposit to UEX any Digital Asset that has been pegged into, transacted within, or pegged out of MWEB or any comparable confidential transaction layer, sidechain, or extension block, or request withdrawal to an MWEB or comparable confidential address;
  • (c) use the Services to layer, structure, or otherwise obscure the source, ownership, or destination of funds;
  • (d) transact with any address, protocol, smart contract, or counterparty designated by OFAC or any equivalent authority; or
  • (e) take any step designed to defeat, circumvent, or degrade UEX's screening, monitoring, or verification controls, including splitting transactions to remain below applicable thresholds.

Each of the foregoing is a material breach of these Terms.

12.3 Privacy-Enhanced Assets — enhanced due diligence

Where UEX supports Privacy-Enhanced Assets at all, it does so only on a conditional basis and may suspend, restrict, or withdraw such support at any time without notice. Deposits, withdrawals, conversions, and trading of Privacy-Enhanced Assets are subject to enhanced due diligence, and UEX may require, as a condition of crediting, releasing, or converting such assets, any or all of the following:

  • (a) completed and current identity verification at the enhanced tier, including government-issued identification, proof of address, and liveness or biometric verification;
  • (b) documentary evidence of source of funds and source of wealth, such as exchange statements, purchase confirmations, payroll or business records, tax filings, or sale-of-asset documentation;
  • (c) cryptographic proof of the transaction and of control of the sending wallet — for Monero, a transaction proof (transaction key, transaction identifier, and recipient address) or a private view key sufficient to permit UEX to verify the transaction; for Zcash and equivalent shielded protocols, a viewing key, payment disclosure, or equivalent; for any other Privacy-Enhanced Asset, the protocol's equivalent auditing mechanism;
  • (d) a signed message from, or a de minimis test transaction using, the originating wallet; and
  • (e) a written declaration as to the origin and beneficial ownership of the assets.

Assets for which the required evidence is not provided to UEX's satisfaction will not be credited, released, converted, or withdrawn, and will be handled under Section 12.6.

12.3A Confidential transaction layers, extension blocks and peg-outs (including MWEB)

(a) Why this is treated as a full-scale trigger. MWEB and comparable confidential layers conceal transaction amounts, addresses, and linkage on chains that are otherwise transparent. Assets that have passed through such a layer arrive at UEX with no verifiable transaction history for the period spent inside it, and conventional blockchain analytics cannot establish provenance across the peg boundary. UEX therefore treats a deposit originating from, or exhibiting characteristics of, an MWEB peg-out or any comparable confidential-layer exit as a high-risk event equivalent to receipt from an Anonymity-Enhancing Technology, regardless of the underlying asset's usual transparency and regardless of your intent.

(b) Automatic consequences. Where UEX identifies or reasonably suspects that a deposit has been pegged into, transacted within, or pegged out of MWEB or a comparable layer, UEX may without prior notice: (i) decline to credit the deposit; (ii) place an immediate full hold on the deposited assets and on all other assets in your Account; (iii) suspend Account functionality in whole or in part; (iv) commence enhanced due diligence and a source-of-funds and source-of-wealth investigation under Section 12.3; (v) escalate the matter for suspicious activity reporting under Section 12.8; and (vi) exercise any other remedy in Section 12.6. The hold periods in Section 12.7, including the acknowledged period of up to thirty-six (36) months, apply in full.

(c) Evidence UEX may require before release. As a condition of crediting, releasing, converting, or withdrawing such assets, UEX may require any or all of the evidence in Section 12.3, and in addition: the complete transaction path both before the peg-in and after the peg-out; the transaction identifiers of the peg-in and peg-out transactions; the MWEB scan or view key, or any equivalent auditing credential the protocol makes available, sufficient to permit UEX or its analytics providers to verify the transaction and the amount; a signed message from, or a de minimis test transaction using, the pre-peg-in address; and a written declaration as to the origin, purpose, and beneficial ownership of the assets and the reason the confidential layer was used.

(d) Where verification is not possible. You acknowledge that some confidential layers, including MWEB in certain configurations, may provide no mechanism capable of satisfying UEX's verification requirements. Where UEX determines that the provenance of the assets cannot be verified to its satisfaction, it may decline to credit or release them indefinitely, return them to the originating address where lawful and technically feasible at your cost and risk, or hold them pending the instruction of a competent authority. UEX is under no obligation to credit assets whose history it cannot verify, and the impossibility of verification is not a ground for release.

(e) Withdrawals. UEX does not support withdrawals to MWEB or comparable confidential addresses. Any such withdrawal request may be refused, and the making of the request is itself a risk factor that UEX may take into account under Section 12.4.

(f) Scope. This Section applies to MWEB and to any functionally comparable confidential transaction layer, extension block, shielded pool, sidechain, or opt-in privacy mechanism now existing or later developed, on any blockchain network, whether or not UEX has named it.

12.4 Screening

You acknowledge and consent that UEX and its service providers screen deposits, withdrawals, wallet addresses, and counterparties using blockchain analytics, sanctions and watchlist screening, and risk-scoring tools, including analysis of indirect exposure across multiple transaction hops. UEX sets and may change its risk thresholds, hop limits, and supported networks at its sole discretion, and is not obliged to disclose them.

12.5 Representation on each transaction

Each time you deposit, withdraw, trade, or convert Digital Assets, you represent and warrant to UEX that the assets are lawfully owned by you, are held for your own account and not for any undisclosed third party, are not Tainted Assets, are not derived from or destined for an AET, and are not the proceeds of unlawful activity. This representation is made anew with each transaction and is a condition of the Services.

12.6 Remedies

Where UEX identifies, or reasonably suspects, a breach of this Section 12 or the presence of Tainted Assets, UEX may, without prior notice and in any combination:

  • (a) reject or refuse to credit a deposit;
  • (b) place a hold on, quarantine, or freeze the assets concerned and any other assets in your Account;
  • (c) suspend some or all Account functionality;
  • (d) require the information and documentation described in Section 12.3;
  • (e) require repayment or return of any amounts already released;
  • (f) return assets to the originating address where lawful and technically feasible, at your cost and risk;
  • (g) terminate your Account under Section 17; and
  • (h) take any other action UEX considers necessary to comply with applicable law or the instruction of any competent authority.

UEX is not obliged to return assets to their originating address, and will not do so where it believes doing so may facilitate unlawful activity or contravene any law, order, or instruction.

12.7 Duration of holds

Assets held under Section 12.6 will be held for so long as is necessary to complete UEX's review and, in addition, for so long as is required by applicable law, court order, subpoena, freezing or preservation order, or the request or instruction of any law enforcement, regulatory, or governmental authority. Where an investigation, regulatory inquiry, or law enforcement matter is pending or reasonably anticipated, you acknowledge that such a hold may remain in place for a period of up to thirty-six (36) months, and for longer where UEX is legally required or directed to maintain it. Held assets do not accrue Rewards, interest, yield, or any other benefit during the hold period, and remain subject to Sections 14 and 24.

12.8 Reporting; no notice

UEX may report transactions, Accounts, and Account holders to FinCEN, OFAC, law enforcement, and other competent authorities, including by filing Suspicious Activity Reports, and may share related information with its banking partners, custodians, and analytics providers. You agree that UEX may do so without prior notice to you and without your further consent, and you acknowledge that UEX and its personnel are prohibited by law from disclosing the existence or contents of a Suspicious Activity Report. Nothing in these Terms obliges UEX to inform you of the reason for any hold, restriction, or termination where disclosure would be unlawful or would prejudice an investigation.

12.9 No liability for market movement

You acknowledge that Digital Assets are volatile and that the value of held assets may rise or fall materially during any hold under this Section. To the fullest extent permitted by law, UEX is not liable for any loss of value, lost profit, missed trading or hedging opportunity, tax consequence, or other loss arising from any hold, freeze, restriction, delay, rejection, return, or reporting undertaken under this Section 12, whether or not UEX's suspicion is ultimately confirmed. Section 24 applies to all such claims.

12.10 Costs

UEX may charge a reasonable administrative fee, and may recover its reasonable third-party costs (including blockchain analytics, forensic investigation, and legal fees), in connection with the review of Tainted Assets or of any Account in breach of this Section, and may deduct such amounts from the assets held.

12.11 Repeat and serious breaches

A second or serious breach of this Section 12 entitles UEX to terminate your Account permanently, to decline to onboard you or any related person in future, and to retain and disclose your Account records for the period required by applicable recordkeeping obligations.

12.12 Survival

This Section 12 survives termination of your Account and of these Terms.

13. SANCTIONS

13.1 You represent and warrant, on a continuing basis, that you are not, and are not owned or controlled by or acting on behalf of, a person who is: (a) listed on any sanctions list referred to in Section 3.1(d); (b) located, organized, or resident in a comprehensively sanctioned jurisdiction; or (c) otherwise the target of sanctions.

13.2 You must not use the Services to facilitate any transaction involving a sanctioned person, address, protocol, or jurisdiction, or to evade sanctions.

13.3 Where UEX identifies a sanctions match or potential match, it will block or reject the transaction, may freeze the assets involved indefinitely, and will report to OFAC and any other relevant authority as required. Blocked property will be held in accordance with applicable law and will not be released except as authorized by OFAC or the relevant authority. This may result in the permanent loss of access to the assets concerned.

14. REWARDS AND U-COIN

14.1 Rewards, peer-to-peer U-Coin trades, buyouts of U-Coin, and any other operations within U-Coin:

  • (a) are not deposits, not customer funds, and not guaranteed obligations of UEX;
  • (b) may be subject to eligibility requirements, including user location, regulatory status, Account history, and compliance verification;
  • (c) may require completion of KYC/AML procedures, risk checks, or additional due diligence prior to withdrawal or conversion; and
  • (d) may be delayed, adjusted, restricted, or revoked at UEX's sole discretion where risk, abuse, regulatory, or technical concerns are identified.

14.2 UEX reserves the right to:

  • (a) withhold, cancel, or reverse Rewards in cases of suspected abuse, manipulation, or violation of platform policies;
  • (b) apply holding periods, withdrawal limits, or review processes before Rewards become eligible for withdrawal; and
  • (c) restrict Rewards for users located in or associated with jurisdictions subject to regulatory limitations.

14.3 You acknowledge that Rewards:

  • (a) do not represent a legal claim to funds until all applicable conditions have been satisfied;
  • (b) may not be immediately withdrawable even after those conditions have been satisfied; and
  • (c) remain subject to ongoing compliance and risk assessment.

14.4 Rewards are promotional in nature. They are not interest, are not a return on a deposit or investment, and do not constitute a security or an investment contract. UEX may change, suspend, or discontinue any Rewards program, and may change its rates, mechanics, and eligibility criteria, at any time and without notice.

14.5 Rewards may constitute taxable income to you. You are solely responsible for determining and satisfying any resulting tax liability, and UEX may be required to report the value of Rewards to tax authorities and to issue the relevant tax forms.

14.6 U-Coin is a platform unit of account. It is not legal tender, is not backed by any government, confers no ownership interest, equity, dividend, voting, or governance right in UEX, and carries no redemption guarantee.

15. UEX PAY — MERCHANT SERVICES

15.1 Where you use UEX Pay to accept payments, additional merchant terms apply and, in the event of conflict with these Terms in relation to merchant services, prevail.

15.2 You represent that your business is lawful in every jurisdiction in which it operates, that you do not operate in any prohibited business category published by UEX, and that you will not use UEX Pay to process payments on behalf of any third party.

15.3 UEX may hold reserves, delay settlement, and offset amounts owed to it against merchant settlements on a risk basis. Sections 11 and 12 apply to merchant flows in full.

16. RISK DISCLOSURE

16.1 Volatility. Digital Assets are highly volatile. Their value can fall as well as rise and may fall to zero. You may lose the entire value of your holdings.

16.2 Irreversibility. Blockchain transactions are irreversible. Errors, including transmission to an incorrect address or network, cannot be undone and may result in permanent loss.

16.3 Liquidity. Markets for Digital Assets may be illiquid, and you may be unable to transact at the price or in the size you wish.

16.4 Regulatory risk. Laws and regulations affecting Digital Assets are evolving and may change rapidly, which may affect the availability, legality, cost, or value of the Services or of the Digital Assets you hold.

16.5 Withdrawal delay. Withdrawals are not instantaneous and are not guaranteed to complete within any particular period. A withdrawal may take up to seven (7) business days, and longer in the circumstances described in Section 9.9. The value of your assets may move materially during that period and you will bear that movement.

16.6 Compliance holds. Digital Assets you deposit may be subject to compliance holds, including extended holds of up to thirty-six (36) months or longer, if they are linked to prohibited sources under Section 12 or are subject to sanctions under Section 13. You may be unable to access, transact, or withdraw such assets for a prolonged period, or permanently.

16.6.1 Privacy layers and MWEB — read before depositing. Depositing assets that have passed through a mixer, a privacy-enhanced asset, or a confidential transaction layer such as Litecoin's MimbleWimble Extension Blocks (MWEB) will trigger a full hold on your Account under Section 12.3A. Because provenance across such layers frequently cannot be verified by any available means, these assets may never be released to you. Do not deposit them.

16.7 Insurance. Fiat balances are not FDIC-insured and Digital Assets are not insured by any government scheme. UEX maintains private insurance coverage for the theft or hacking of custodied assets through its private insurance partners, together with additional corporate policies, as described in Section 8.3. That coverage is subject to policy terms, limits, and exclusions, and does not cover losses caused by your own acts or omissions or by market movement. See Sections 7.2 and 8.3.

16.8 Counterparty and technology risk. UEX depends on third-party banking partners, payment processors, custodians, liquidity providers, and analytics providers. Their failure, insolvency, or withdrawal of service may affect the Services.

16.9 Cybersecurity. No system is completely secure. Hacks, exploits, and unauthorized access may result in loss.

16.10 You assume all risks associated with your use of the Services, including market, operational, technological, counterparty, and regulatory risks.

17. SUSPENSION, TERMINATION AND DORMANCY

17.1 By UEX. UEX may suspend, restrict, or terminate your Account, or any part of the Services, immediately and without prior notice where:

  • (a) you breach this Agreement, including Sections 3, 6, 12, or 13;
  • (b) UEX suspects illegal, fraudulent, or prohibited activity;
  • (c) UEX receives a regulatory, court, or law enforcement request or order;
  • (d) you fail or refuse to complete verification or to provide requested documentation;
  • (e) you deposit Tainted Assets or otherwise breach Section 12;
  • (f) continuing to provide the Services would expose UEX to legal, regulatory, sanctions, reputational, or financial risk;
  • (g) your Account has been inactive with a zero balance for twelve (12) consecutive months; or
  • (h) UEX ceases to offer the Services in your jurisdiction.

17.2 By you. You may close your Account at any time by withdrawing your balances and following the closure process on the Sites, subject to the completion of any pending transactions, compliance checks, and the satisfaction of any amounts owed to UEX.

17.3 Effect of termination. On termination, you must withdraw all assets within thirty (30) days, subject to compliance checks and to any hold under Sections 12, 13, or 17.4. UEX may convert Digital Assets to Fiat, or Fiat to Digital Assets, where necessary to effect a return, and may deduct amounts owed to it.

17.4 Assets that cannot be returned. Where UEX is unable to return assets because you are unreachable, because you fail to complete verification, or because a legal or regulatory restriction applies, UEX will hold the assets in a tracked liability account. Where assets remain unclaimed for the period specified by the applicable unclaimed property law, UEX will report and remit them to the relevant state or authority in accordance with that law, and its obligation to you will thereby be discharged.

17.5 Dormancy. UEX may designate an Account dormant after twelve (12) months without a login or transaction, may restrict it pending re-verification, and may apply a dormancy fee where permitted by law and disclosed in the Fee Schedule.

17.6 Survival. Sections 8, 10, 11, 12, 13, 16, 17.3–17.6, 20, 23, 24, 25, 27, 28, and 30 survive termination.

18. COMMUNICATIONS AND ELECTRONIC SIGNATURES

18.1 Consent to electronic communications. You consent to receive all communications, agreements, disclosures, notices, and records from UEX electronically, by email to the address on your Account, by in-app or in-account message, or by posting to the Sites. Electronic delivery satisfies any legal requirement that a communication be in writing.

18.2 Electronic signatures. You agree that your electronic acceptance, click-through, or e-signature has the same legal effect as a handwritten signature under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law.

18.3 Hardware and software. To access electronic communications you need a device with internet access, a current browser, a valid email address, and the ability to view and retain PDF documents. You may request a paper copy of any record, which may be subject to a reasonable fee, and may withdraw consent to electronic delivery only by closing your Account.

18.4 Keeping details current. You must keep your email address and phone number current. Notices sent to the details on file are deemed received.

19. PRIVACY AND DATA

19.1 UEX's collection, use, and disclosure of personal information is governed by the Privacy Policy published on the Sites, which forms part of this Agreement.

19.2 You acknowledge that UEX is required by law to collect, verify, retain, and in defined circumstances disclose personal information, and that these obligations continue after your Account is closed.

19.3 You consent to UEX sharing your information with its affiliates, banking partners, custodians, payment processors, identity verification and blockchain analytics providers, professional advisors, and competent authorities, in each case for the purposes described in the Privacy Policy or as required by law.

20. INTELLECTUAL PROPERTY

20.1 All content, trademarks, service marks, logos, software, and technology on the Sites are the exclusive property of UEX.US Inc. or its licensors and are protected by intellectual property laws.

20.2 UEX grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your own personal or internal business purposes in accordance with this Agreement. No other rights are granted.

20.3 Unauthorized use, reproduction, modification, distribution, framing, or scraping of the Sites or their content is prohibited.

20.4 Feedback. Any feedback, suggestions, or ideas you provide to UEX may be used by UEX without restriction, obligation, or compensation to you.

21. THIRD-PARTY SERVICES

21.1 The Services may rely on, link to, or interoperate with third-party services, including payment processors, banking partners, custodians, liquidity providers, blockchain networks, and analytics providers.

21.2 UEX does not control and is not responsible for third-party services, their terms, their availability, or their acts and omissions. Your use of a third-party service is at your own risk and may be subject to that party's own terms.

22. API AND AUTOMATED ACCESS

22.1 Where UEX makes an API available, its use is subject to any published API terms, rate limits, and technical documentation, which form part of this Agreement.

22.2 You are responsible for all activity conducted through your API keys, must keep them secret, must not share them, and must notify UEX immediately of any compromise. UEX may revoke, suspend, or rate-limit API access at any time.

22.3 Automated access to the Services other than through an authorized API is prohibited.

23. DISCLAIMERS

23.1 TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND THE SITES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, OR NON-INFRINGEMENT.

23.2 UEX does not warrant that the Services will be uninterrupted, timely, secure, or error-free, that defects will be corrected, or that any content or price data is accurate, complete, or current.

23.3 No advice or information obtained from UEX creates any warranty not expressly stated in these Terms.

24. LIMITATION OF LIABILITY

24.1 To the fullest extent permitted by law, UEX, its affiliates, and their respective officers, directors, employees, and agents will not be liable for:

  • (a) loss of profits, revenue, business, goodwill, data, or anticipated savings;
  • (b) indirect, incidental, special, consequential, exemplary, or punitive damages;
  • (c) loss of, or loss of value in, Digital Assets arising from hacks, exploits, technical failure, network events, forks, or user error, except to the extent of amounts actually recovered and allocated to your Account under the insurance arrangements described in Section 8.3;
  • (d) any loss arising from a hold, freeze, restriction, rejection, return, or reporting imposed under Section 12 or Section 13, including loss of value during the period of the hold;
  • (e) any loss arising from the act, omission, insolvency, or failure of any third-party bank, processor, custodian, liquidity provider, or blockchain network; or
  • (f) any loss arising from your breach of this Agreement or from unauthorized access attributable to your act or omission.

24.2 UEX's total aggregate liability arising out of or relating to this Agreement or the Services, whether in contract, tort (including negligence), statute, or otherwise, is limited to the greater of (a) one hundred U.S. dollars ($100) and (b) the total fees you paid to UEX in the twelve (12) months immediately preceding the event giving rise to the claim. This limitation does not reduce your entitlement to amounts actually recovered under the insurance arrangements described in Section 8.3 and allocated to your Account, but no provision of this Agreement obliges UEX to pay any amount in excess of such recoveries and the cap in this Section.

24.3 These limitations apply even if UEX has been advised of the possibility of the loss and even if a limited remedy fails of its essential purpose.

24.4 Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages, so some of the above may not apply to you; in that case, UEX's liability is limited to the minimum extent permitted by law.

25. INDEMNIFICATION

25.1 You agree to indemnify, defend, and hold harmless UEX, its affiliates, and their respective officers, directors, employees, and agents from and against any claim, liability, damage, loss, penalty, fine, cost, or expense (including reasonable legal fees and the costs of responding to any regulatory or law enforcement inquiry) arising out of or relating to:

  • (a) your use of the Services;
  • (b) your breach of this Agreement, including Sections 6, 12, and 13;
  • (c) your violation of any applicable law or the rights of any third party;
  • (d) any Tainted Assets you deposit or attempt to deposit; or
  • (e) any tax obligation arising from your activity.

25.2 UEX may assume the exclusive defense and control of any matter subject to indemnification, at your expense, and you agree to cooperate.

25.3 This Section survives termination.

26. COMPLAINTS

26.1 If you have a complaint, contact [email protected] with your Account details and a description of the issue. UEX will acknowledge your complaint and aim to provide a substantive response within a reasonable period.

26.2 You must raise a complaint through this process before commencing arbitration under Section 27, and the parties will attempt in good faith to resolve the dispute informally for a period of thirty (30) days following written notice.

27. DISPUTE RESOLUTION — ARBITRATION, CLASS WAIVER, JURY WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

27.1 Informal resolution first. The parties must comply with Section 26.2 before initiating arbitration.

27.2 Agreement to arbitrate. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services, including its formation, interpretation, breach, termination, or validity, that is not resolved informally, will be resolved by final and binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules (or, for business Accounts, its Commercial Arbitration Rules), before a single arbitrator. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

27.3 Seat and procedure. The seat of arbitration is Cheyenne, Wyoming. Hearings may be conducted by video or telephone, and the arbitrator may decide on documents alone where appropriate. The arbitrator's award is final and binding and may be entered as a judgment in any court of competent jurisdiction.

27.4 CLASS ACTION WAIVER. YOU AND UEX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any form of representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed and heard in court, and the remainder of this Section will continue to apply.

27.5 JURY TRIAL WAIVER. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, YOU AND UEX EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY.

27.6 Carve-outs. Either party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or to prevent unauthorized access to the Services.

27.7 LIMITATION PERIOD. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM ARISES, OR IT IS PERMANENTLY BARRED, except where a longer period is required by applicable law and cannot be shortened by agreement.

27.8 Opt-out. You may opt out of Sections 27.2 and 27.4 by sending written notice to [email protected] with the subject line "Arbitration Opt-Out," stating your name and Account email, within thirty (30) days of first accepting these Terms. Opting out does not affect any other provision of this Agreement. If you opt out, Section 28 governs.

27.9 Survival. This Section survives termination of this Agreement.

28. GOVERNING LAW AND FORUM

28.1 This Agreement and any dispute arising out of it are governed by the laws of the State of Wyoming, without regard to its conflict of laws principles, and by applicable U.S. federal law.

28.2 To the extent any dispute is not subject to arbitration under Section 27, it will be resolved exclusively in the state or federal courts located in Cheyenne, Wyoming, and you irrevocably consent to the personal jurisdiction and venue of those courts and waive any objection based on inconvenient forum.

28.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply.

29. CHANGES TO THESE TERMS

29.1 UEX may amend these Terms at any time. Amended Terms will be posted on the Sites with an updated Effective Date and, where the change is material, notified to you by email or in-account notice.

29.2 Material changes take effect on the date stated in the notice, which will be not less than thirty (30) days after the notice is given, except where a shorter period is required for legal, regulatory, or security reasons.

29.3 Your continued use of the Services after the effective date of an amendment, or your acceptance of the amended Terms where acceptance is requested, constitutes agreement to the amended Terms. If you do not agree, you must stop using the Services and close your Account before the effective date.

30. MISCELLANEOUS

30.1 Entire agreement. This Agreement is the entire agreement between you and UEX in respect of its subject matter and supersedes all prior terms, including the Terms of Service Version 2.0 dated August 1, 2026 and the Terms of Service dated April 26, 2025, and all prior representations and understandings.

30.2 Order of precedence. In the event of conflict: product-specific terms prevail over these Terms in respect of the relevant product; these Terms prevail over the Fee Schedule except in respect of fees; the Privacy Policy governs personal information.

30.3 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions remain in full force.

30.4 No waiver. UEX's failure or delay in exercising any right is not a waiver of it, and no single or partial exercise precludes any further exercise.

30.5 Assignment. You may not assign or transfer this Agreement or your Account without UEX's prior written consent. UEX may assign this Agreement, in whole or in part, to any affiliate or successor, including in connection with a merger, reorganization, or sale of assets.

30.6 Force majeure. UEX is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, epidemic, labor dispute, government or regulatory action, sanctions, change in law, failure of a bank or payment processor, blockchain network failure, chain reorganization, exploit, denial-of-service or other cyberattack, power or telecommunications failure, or internet disruption.

30.7 No third-party beneficiaries. Except for UEX's affiliates and their officers, directors, employees, and agents (who may enforce Sections 24 and 25), no person other than you and UEX has any right to enforce this Agreement.

30.8 Relationship. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship.

30.9 Headings and interpretation. Headings are for convenience only. "Including" means "including without limitation." References to a statute include its implementing regulations and any amendment or successor.

30.10 Language. These Terms are drafted in English. Any translation is for convenience only, and the English version governs in the event of conflict.

30.11 Notices to UEX. Legal notices must be sent to the address in Section 31 and copied to [email protected].

31. CONTACT INFORMATION

  • Address:

    UEX.US Inc.

    30 N Gould St #68672

    Sheridan, WY, 82801, USA

  • Email: [email protected]