Terms and Conditions

Last Updated: 15th Oct 2025

1. INTRODUCTION

1.1 These Terms and Conditions (“Terms”) govern your access to and use of the Yuzu Platform, operated by YUZU FINTECH LLC, a Virtual Asset Service Provider licensed under the Kutaisi Free Industrial Zone (“FEZ”) rules of the Republic of Georgia (“Yuzu”, “we”, “us”, or “our”). By accessing or using the Platform, you agree to be bound by these Terms and all applicable Yuzu Policies including the Yuzu Privacy and Cookie Policy and the Yuzu KYC and AML Policy.

1.2 These Terms form a legally binding agreement between you (“User”, “you”) and Yuzu Fintech LLC. If you do not agree, you must immediately discontinue use of the Platform.

1.3 Yuzu may revise these Terms from time to time. Updated versions become effective upon publication on the Yuzu website. Continued use constitutes acceptance of any such revisions.

1.4 For purposes of these Terms: (a) “Platform” or “Yuzu Platform” refers to all interfaces, applications, APIs, and systems through which Yuzu provides access to its services, including the issuance and management of yzUSD, syzUSD, yzPP, reserve and collateral mechanisms, Proof of Reserves/Accountable, and institutional interfaces; (b) “User Content” means any data, transaction information, or materials provided by you through the Platform; (c) “Yuzu Policies” refers to the Yuzu Privacy and Cookie Policy, Yuzu KYC and AML Policy, and any additional policies published by Yuzu.

1.5 The “Yuzu Money Stack” means the programmatic set of services that may include: (a) an over-collateralised, asset-referenced token targeting a price of US$1.00 (yzUSD); (b) a staked wrapper of yzUSD enabling composability and accrual per policy (syzUSD); (c) a first-loss insurance tranche (yzPP); (d) reserve, risk and treasury mechanisms including a Reserve Fund; (e) transparency tooling (including Accountable/Proof of Reserves dashboards); and (f) security, monitoring and incident-response infrastructure. Features are provided collectively and may be added, removed, or modified from time to time.

1.6 References to particular modules (e.g., staking, insurance, on/off-ramp, cards, institutional UX) are descriptive only and do not constitute a commitment to maintain or continue any given feature or parameter.

1.7 Statements about over-collateralisation, target APRs/APYs, collateral ratios, automated exploit response, insurance, or dashboards are programmatic objectives, not guarantees, and may change due to market conditions, third-party dependencies, or risk controls.

1.8 If there is any inconsistency between these Terms and the behavior, parameters, or state of applicable smart contracts, the smart contracts govern on-chain outcomes. Off-chain displays and dashboards are indicative only.

1.9 Yuzu does not hold or control Users’ private keys and is not a custodian of Users’ assets. You are solely responsible for key management and wallet security. Yuzu cannot recover lost or compromised keys/seeds.

1.10 No fiduciary, trust, agency, partnership, or joint venture is created between you and Yuzu by your use of the Platform.

1.11 Nothing on the Platform constitutes an offer to the public, solicitation, or marketing of securities, units, or collective investment schemes. Access to primary functionality (including mints, redemptions, or first-loss tranches) is limited to accredited, sophisticated and/or institutional investors based on both Georgian and country-of-residence criteria (“Eligible Investors”) and is not a public offering in any jurisdiction.

2. ACCESS AND USE OF THE PLATFORM

2.1 The Yuzu Platform provides access to decentralized financial infrastructure, including over-collateralized digital assets (yzUSD), staked assets (syzUSD), and insurance liquidity products (yzPP). Yuzu does not act as a bank, broker, custodian, investment adviser, or exchange, and does not provide fiduciary or financial advice. Yuzu does not assess suitability or appropriateness, does not provide investment, legal, tax, or accounting advice, and owes no fiduciary duties to Users.

2.2 The Platform may integrate with third-party blockchain protocols, custodians, oracles, security monitors (such as Hypernative Sentinel), and MPC-based custody systems (such as Fordefi). Yuzu disclaims liability for interruptions, losses, or performance issues caused by such third parties.

2.3 Access to specific Platform features is conditional on completion of identity verification procedures in accordance with the Yuzu KYC and AML Policy, and on satisfaction of eligibility, residency, and investor classification requirements. Yuzu may require KYB/sanctions, Source-of-Funds/Source-of-Wealth, and ongoing re-verification; failure or delay may result in temporary or indefinite suspension of access. Yuzu maintains the right to grant, suspend or revoke access to Platform to Users at any time at its sole discretion.

2.4 Access to primary mint/redeem of yzUSD and to yzPP (or other gated facilities) is limited to Accredited/Qualified/Sophisticated/Institutional investors under applicable law. As a condition precedent to access, Users must (a) complete KYC/KYB/sanctions/AML/CFT and SoF/SoW checks; (b) execute and deliver Yuzu’s Investor Declaration Form confirming eligibility parameters and electing treatment as such; and (c) provide supporting evidence on request. Yuzu may rely on the declaration, deny/revoke access, or require updated evidence at any time. Yuzu may (i) require documentary evidence (e.g., audited financials, regulator authorizations, AUM, income/asset attestations); (ii) perform periodic re-verification; and (iii) suspend access upon delay, insufficiency, or discrepancy. You covenant to promptly update Yuzu upon any change in your eligibility and acknowledge that access may be conditioned on successful re-attestation. Recognition as an Eligible Investor is at Yuzu’s sole discretion, may be conditional, and may be revoked at any time. No failure or delay by Yuzu to enforce eligibility shall be deemed a waiver.

2.5 Eligibility confirmation does not create a right to access, mint, subscribe, redeem, or withdraw; access remains discretionary, capacity- and policy-dependent. Yuzu may: a) at any time block, freeze, or blacklist accounts or addresses (including externally owned accounts and smart-contract wallets) linked to sanctions exposure, suspected unlawful activity, or policy breaches; b) report to competent authorities where required; c) refuse, reverse, or cancel any request that violates law, exceeds risk limits, or results from error or anomaly (human, technical, oracle, indexer, or third-party). Features labeled beta, experimental, preview, or similar are provided as-is and may be withdrawn, throttled, or modified without notice and without any commitment to production.

2.6 Yuzu may set and change program parameters (including, without limitation, weekly target APR cadence and publication times, unstake windows, collateral ratio thresholds, pause windows, incentive budgets, fees, and exit queues) at any time, including without prior notice where reasonably required for risk, security, or compliance. Yuzu may amend, increase, reduce, or introduce fees, incentives, or budgets (e.g., for yzPP) with immediate effect by posting in-product; corrections of obvious pricing errors may be made at any time.

2.7 Yuzu may immediately pause mint, redeem, stake/unstake, or exits (including those in process) if an exploit, oracle anomaly, market disruption, or compliance issue is suspected, for any reasonable period of time needed to proceed with an investigation and/or resolution. During any pause or incident, redemptions, withdrawals, and exits are not guaranteed and may be queued, rate-limited, pro-rated, or processed in orderly tranches as determined by Yuzu. In a wind-down or extraordinary event, Yuzu may implement orderly distribution, batching, pro-rata allocations, or time-boxed windows to protect the Platform and its Users.

2.8 yzPP exits are permitted only while the published collateralisation ratio exceeds 110%, subject to incident response.

2.9 Each day at or around 06:00 UTC, the program targets >US$1.00 backing per outstanding yzUSD; excess flows to the Reserve Fund and shortfalls may be covered from it per policy. The daily backing check is an internal programmatic target and not a put, guarantee, or right to immediate redemption at par.

2.10 Once issued, yzUSD/syzUSD may be transacted on third-party venues subject to their rules and law. Yuzu does not operate those venues, provide quotes, or guarantee liquidity. Yuzu does not operate or control any secondary markets, liquidity pools, or listing venues; references to such markets are descriptive only and not an offer, solicitation, or facilitation. Any references to pricing, yields, APY/APR, or liquidity on third-party venues are not endorsements, offers, or recommendations by Yuzu. Yuzu does not guarantee redemption, convertibility, or liquidity at par on primary or secondary venues.

2.11 APIs/Automation. Use of APIs/automation is subject to rate limits, abuse controls, and revocation; simulated/testing environments may differ from mainnet.

2.12 Any wallet/on-off-ramp/card or “internet-banking” style modules are user-interface layers and do not make Yuzu a bank, e-money issuer, broker or payment institution. Access to specific features may be restricted to Eligible Investors and subject to Yuzu’s verification and discretion.

2.13 Yuzu may reverse, cancel, or claw back mistaken credits, mispricings, or transactions executed due to system, oracle, or third-party errors.

2.14 Yuzu may modify, suspend, or discontinue any aspect of the Platform at its sole discretion for maintenance, security, or regulatory compliance reasons. Yuzu will use reasonable efforts to provide notice where practicable. However, Yuzu is under no obligation to provide advance notice where such changes are required for security, regulatory, or emergency reasons.

2.15 Fees applicable to the Platform are disclosed within the user interface or supporting documentation. All fees are exclusive of taxes, non-refundable unless otherwise required by law, and may be amended at any time.

2.16 Users are prohibited from: (a) engaging in fraudulent, illegal, or abusive activity; (b) attempting to compromise Platform security; (c) violating applicable sanctions or export control laws; or (d) transmitting harmful code or data.

3. USER REPRESENTATIONS AND WARRANTIES

3.1 You represent and warrant that: (a) you possess full legal capacity and authority to enter into these Terms; (b) all information supplied to Yuzu is accurate, current, and complete; (c) funds and assets used on the Platform are derived from lawful sources; and (d) you fully understand the operational and financial risks of using digital asset platforms.

3.2 You are not a citizen or resident of Georgia and will not access the Platform while physically present in Georgia (unless and until Yuzu explicitly permits such access).

3.3 Assets are lawful, unsanctioned; you will not use VPNs or other means to circumvent geo-, KYC- or sanctions-controls.

3.4 You will promptly notify Yuzu (and cease gated use) if your eligibility status changes or becomes inaccurate.

4. PROGRAM MECHANICS

4.1 Collateral & Reserve. The program seeks to maintain >US$1.00 backing per yzUSD via daily checks; Surplus may accrue to a discretionary Reserve Fund and shortfalls may be covered from it, in each case subject to policy, capacity, and Yuzu’s sole discretion; the Reserve Fund is not insurance and does not create a payment obligation.

4.2 Staking Wrapper. syzUSD represents staked yzUSD under an epochal weekly target APR published around Mon 06:00 UTC; targets are not commitments; unstake windows may apply, during which no additional accrual occurs. All APR/APY references are illustrative estimates based on historical or simulated data and do not constitute forward-looking promises or contractual yields.

4.3 First-Loss Tranche. yzPP bears first losses of strategy portfolios and may receive additional programmatic incentives; exits require collateralisation >110% and may be paused on incidents. For the avoidance of doubt, as long as collateralisation of yzUSD and/or syzUSD is below 110% of the intended target price in USD, yzPP redemptions requests may be indefinitely suspended by Yuzu.

4.4 Transparency. Dashboards (e.g., Accountable) may present reserves/ratios/metrics (including ZK proof-based views); displays may be delayed, estimated or incomplete and are provided as-is. Materials on dashboards or disclosures are informational only, may contain estimates or forward-looking statements, and are provided without reliance and without warranty.

4.5 Security Stack. Monitoring and automated response (e.g., Hypernative/Sentinel, Fordefi policies) reduce but do not eliminate risk; Yuzu may pre-sign transactions for incident response.

4.6 Strategy Rotation; Re-deployment. Underlying strategies, venues, and risk budgets may be added, removed, or rebalanced at Yuzu’s discretion to manage risk, liquidity, and performance. Proceeds may be re-deployed across permitted strategies under the applicable policies. Changes in strategy selection or performance (including failures or halts at underlying venues) do not create any liability of Yuzu.

5. INTELLECTUAL PROPERTY AND ACCEPTABLE USE

5.1 All Platform content, code, documentation, and trademarks are owned by Yuzu or its licensors. Nothing grants you any rights except for the limited right to use the Platform under these Terms. Certain components may be licensed under open-source licenses. Where a conflict exists, the applicable open-source license governs that component. Use of the Platform does not transfer any ownership or intellectual property rights in Yuzu software, trademarks, or materials.

5.2 You grant Yuzu a limited, non-exclusive, royalty-free license to process and display User Content solely for purposes of providing the Services.

5.3 Prohibited conduct includes manipulative trading, wash trades, spoofing, layering, oracle manipulation, and coordinated behaviour intended to distort prices or published metrics in connection with any Yuzu-related markets or dashboards.

5.4 Except to the extent permitted by law or relevant open-source licenses, you must not decompile, reverse-engineer, or attempt to derive source code from closed-source components of the Platform.

5.5 No unauthorized scraping, crawling, or data-harvesting. Respect rate limits and robots.txt directives.

5.6 You must not publish performance tests or benchmarks of the Platform without Yuzu’s prior written consent.

5.7 You must not publish Platform screenshots, dashboards, or performance claims that could be misleading or incomplete, and you must not represent affiliation or endorsement by Yuzu without prior written consent.

6. PRIVACY, COMPLIANCE, AND POLICIES

6.1 You acknowledge and consent that all data processing, collection, and usage by Yuzu are governed by the Yuzu Privacy and Cookie Policy, which is incorporated herein by reference. Yuzu processes personal data on lawful bases described in the Privacy and Cookie Policy and applies data minimisation consistent with compliance and security needs.

6.2 You agree to comply with all provisions of the Yuzu KYC and AML Policy, including the obligation to provide complete and verifiable identification data and transactional information upon request. You agree to provide prompt cooperation and complete, accurate responses to KYC/AML/CTF and sanctions queries and to supply supporting documentation on request.

6.3 Yuzu may disclose information to regulatory or law enforcement authorities and to third-party compliance providers as required under applicable law or its regulatory license obligations.

6.4 You consent to the cross-border transfer and processing of your information by vetted providers and sub-processors for KYC/AML, fraud monitoring, and security analytics, in accordance with Yuzu’s Privacy and Cookie Policy.

6.5 You consent to automated threat detection and behavioural monitoring (including on-chain heuristics and transaction simulation) for fraud/abuse prevention and incident response.

6.6 Annual re-attestation and on-demand re-verification may be required to continue using gated features.

6.7 Without limiting Sections 6.1–6.6, Yuzu may retain, disclose, or preserve information or content if required by law, regulation, competent authority, or in good-faith belief that such action is reasonably necessary to protect the Platform or Users.

7. RISK DISCLOSURE

7.1 Digital assets and decentralized finance products are inherently risky. Prices are volatile, and you may lose the entire value of your assets. Smart contract vulnerabilities, network failures, regulatory changes, and cyberattacks may occur without notice.

7.2 Yuzu provides its Services on an “as is” and “as available” basis without warranties of any kind. Yuzu does not guarantee yields, collateral ratios, redemptions, or continuous access to the Platform.

7.3 De-peg / Liquidity Risk. yzUSD, syzUSD and yzPP may trade off-par; immediate primary redemptions are not assured; secondary markets may be illiquid or unavailable. 7.4 Oracle / Indexer Risk. Oracles and indexers may be lagging, inaccurate, or unavailable; calculations may be delayed or revised.

7.5 Counterparty / Infrastructure Risk. Failures or outages of custodians, MPC, identity providers, payment processors, bridges, or L2s may impact availability or funds flow.

7.6 Governance & Protocol Risk. Third-party protocols used by the program may change logic, fees, or halt operations.

8. REGULATORY STATUS AND GEOGRAPHIC RESTRICTIONS

8.1 Yuzu is licensed solely as a Virtual Asset Service Provider under the Kutaisi Free Industrial Zone (FEZ) framework in the Republic of Georgia. It is not authorized or supervised by any other financial regulator. No deposit insurance, investor compensation, or retail conduct regimes of the UK, EU, EEA, US, Singapore, or any other jurisdiction apply to the Platform, unless expressly required by law and incorporated by Yuzu. For clarity, references to “investor protections” include retail conduct rules, suitability/appropriateness, product governance, compensation schemes, or deposit insurance regimes. Yuzu’s authorization within the Kutaisi FEZ may be amended, suspended, or withdrawn. Continued operation of the Platform is contingent on such authorization, and no assurance is given that it will remain in force.

8.2 Yuzu may restrict or deny access to Users based on jurisdictional or regulatory constraints. You must not knowingly access the Platform from any location where such use is prohibited.

9. DISCLAIMERS AND LIMITATION OF LIABILITY

9.1 To the fullest extent permitted by law, Yuzu disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

9.2 Yuzu shall not be liable for indirect, incidental, special, or consequential damages, or for loss of profits, revenue, goodwill, or data, even if advised of the possibility of such damages.

9.3 The total liability of Yuzu, whether in contract, tort, or otherwise, shall not exceed the aggregate fees paid by you to Yuzu in the twelve (12) months preceding the claim.

9.4 No Reliance on Analytics. Ratios, APRs/APYs, or dashboard metrics are informational only and may be estimates or delayed; you agree not to rely on them for investment or accounting decisions.

9.5 Market/De-peg/Oracle Losses. Yuzu has no liability for losses arising from market moves, de-pegs, oracle/indexer failures, or third-party venue failures. 9.6 For claims relating to any mint/redeem of yzUSD, syzUSD staking/unstaking, yzPP entries/exits, or any other program interaction, Yuzu’s aggregate liability is capped at the lesser of (a) total fees paid by you to Yuzu for the relevant transaction(s) and (b) US$1,000.

10. INDEMNIFICATION

10.1 You agree to indemnify, defend, and hold harmless Yuzu, its affiliates, and their respective officers, directors, employees, and agents from any loss, claim, or demand arising out of: (a) your breach of these Terms; (b) your violation of law; (c) misuse of the Platform or any Yuzu Services; (d) misrepresentation of Eligible-Investor status or failure to update status; or (e) any manipulative or deceptive market practice on or in connection with Yuzu-related markets.

11. TERMINATION AND SUSPENSION

11.1 Yuzu may suspend or terminate your access to the Platform immediately upon notice if you violate these Terms, applicable law, or pose a compliance or security risk.

11.2 Upon termination, all rights granted to you hereunder cease immediately. Yuzu may retain information as required by law or its compliance obligations.

11.3 Sequestration Hold. Yuzu may hold withdrawals/credits pending completion of KYC/KYB/SoF/SoW checks, regulatory review, or incident resolution. 11.4 Sections 1.8–1.10, 2.4–2.16, 4, 5, 6, 7, 8–9, 10, 11.3–11.4, and 12 survive termination.

12. MISCELLANEOUS

12.1 Notices shall be provided electronically via the Platform or by email to your registered address.

12.2 You may not assign or transfer any rights or obligations under these Terms without Yuzu’s prior written consent. Yuzu may assign its rights to any affiliate or successor entity.

12.3 These Terms, together with the Yuzu Policies, constitute the entire agreement between the parties regarding the Platform and supersede all prior understandings.

12.4 If any provision of these Terms is held invalid, the remaining provisions remain enforceable.

12.5 Any dispute arising out of or in connection with these Terms shall be finally resolved by arbitration administered by the Georgian International Arbitration Centre (GIAC) under its rules. Seat: Tbilisi, Georgia. The governing law of these Terms is the law of the Republic of Georgia, without regard to conflict-of-laws principles. Language: English. Tribunal: one arbitrator (three if claim exceeds US$1,000,000). YOU AND YUZU WAIVE ANY RIGHT TO PURSUE CLASS, COLLECTIVE, OR REPRESENTATIVE CLAIMS.

12.6 You are solely responsible for any taxes arising from your activities; Yuzu does not provide tax advice.

12.7 Yuzu shall not be liable for delays/failures due to events beyond reasonable control (including chain halts/forks, protocol changes, provider outages).

12.8 Yuzu may adjust, restrict, or discontinue features to comply with evolving applicable law/policy without liability and without prior notice.

12.9 If there’s a conflict between these Terms and any in-product parameter page, these Terms control unless the parameter page expressly states it overrides the Terms.

12.10 Language. These Terms are drafted in English; translations are for convenience only. In the event of conflict, the English version prevails. 12.11 You waive any right of set-off against amounts due to Yuzu, except where such waiver is prohibited by mandatory law.

12.12 Any headings that may be present are for convenience only and do not affect interpretation. Words importing the singular include the plural and vice versa; references to ‘including’ mean ‘including without limitation’.

12.13 Third-party components (e.g., identity, wallets, payment, custody, security) are provided under their own terms. By using those components, you agree to comply with those terms. Yuzu is not responsible for third-party updates, outages, or compatibility.

12.14 By clicking “Accept,” connecting a wallet, or using the Platform, you consent to electronic records and signatures and acknowledge that notices may be provided electronically. By proceeding, you acknowledge that you are not relying on any representation or warranty other than those expressly stated in these Terms.

12.15 The version and date posted on Yuzu’s official website are controlling. In case of discrepancy with cached or archived copies, the website version prevails.