User Agreement

1. CHANGES TO THIS AGREEMENT

XchangeOn may amend these Terms by giving you at least 30 calendar days’ notice before changes take effect. If regulatory requirements compel a faster turnaround, changes may become effective in less than 30 days. You signify your acceptance of any amendment by clicking “I Agree” on the updated Terms or by continuing to use the XchangeOn Services or Platform after the effective date. If you do not agree to the revised Terms, you must immediately cease using the XchangeOn Services and close your account.

2. BINDING AGREEMENT

By using the Platform or any XchangeOn Service, you confirm you have read, understand, and agree to be bound by these Terms. If you do not agree, do not open an account or use any XchangeOn Services.

3. SCHEDULES

The Risk Disclosure Statement, Fee Schedule, and Exchange Trading Rules (each published on the Platform) are incorporated by reference and form an integral part of this Agreement.

4. NO INVESTMENT, TAX, OR LEGAL ADVICE

You acknowledge that XchangeOn does not provide investment, tax, or legal advice. All trading decisions, investment strategies, and other actions you take using the XchangeOn Services are made at your sole risk. While we may publish educational content or general information about virtual assets (on the Platform, social media, or other channels), such materials are for informational purposes only and should not be relied on. You agree not to hold XchangeOn (or any Group entity) liable for any decision or action you take based on the information or educational content we provide.

5. XCHANGEON IS NOT A FIDUCIARY

XchangeOn does not act as your broker, trustee, or in any other fiduciary capacity. Every trade you execute is matched automatically by our order‐matching engine based solely on the instructions you submit. Our relationship is limited to providing virtual asset exchange services as an independent technology platform operator. You retain full responsibility for all trading decisions, investment strategies, and portfolio management activities conducted through our platform.

6. ELIGIBILITY

To open or maintain an XchangeOn account, you must be one of the following:

• An individual opening an account for your own personal use; or
• A legal entity opening an account on its own behalf through its duly authorised representative.

1. Individuals: By registering as an individual, you represent and warrant that you:
   1. Are a natural person at least eighteen (18) years old (or the age of majority in your jurisdiction).
   2. Have the legal capacity to accept and be bound by this Agreement.
   3. Reside in a jurisdiction where XchangeOn’s Services are officially offered.
   4. Are not located in, or attempting to access the Platform from, a Restricted Location (which currently includes, but is not limited to, the USA, Mainland China, Singapore, Canada, France, Germany, Hong Kong, Lithuania, Malaysia, Malta, Cuba, Iran, North Korea, Sudan, Syria, Crimea Region, Spain, Luhansk, Donetsk, Netherlands, and Bolivia, as well as any other jurisdiction XchangeOn designates over time).
   5. Are otherwise permitted by law to use the XchangeOn Services.
   6. Have never been convicted, sanctioned, or penalized by any government body for violations of applicable laws—such as AML/CFT, market‐abuse, financial‐crime, anti‐corruption, or economic sanctions—and are not the target of any ongoing investigation or sanctions.
   7. Are the sole individual creating and controlling this XchangeOn account and will not permit anyone else to use your login credentials.
   8. Do not own any other personal account with XchangeOn.
   9. Have never been banned, suspended, or had your account closed by XchangeOn or any affiliated Group entity.
2. Legal Entities: If you are opening an account on behalf of a legal entity (including corporations, partnerships, funds, or other institutional entities), you further represent and warrant that:
   1. The entity is validly organized and in good standing under its governing law.
   2. The entity is formed or resident in a jurisdiction where XchangeOn’s Services are offered.
   3. Neither the entity, its beneficial owners, nor any affiliate (each a “Represented Person”) is resident in or operating from a Restricted Location.
   4. You, the signatory, are duly authorized to bind the entity and all Represented Persons to this Agreement. References to “you” in this section apply both to the individual signer and to the entity and its entire corporate group.
   5. Neither the entity nor any Represented Person is subject to sanctions imposed by any national or international authority.
   6. The entity and all Represented Persons have not previously been banned, suspended, or had an account closed by XchangeOn or any Group affiliate.
   7. No Represented Person maintains any other XchangeOn account.

7. U.S. PERSONS & REGULATORY COMPLIANCE

XchangeOn and its affiliates do not intend to provide Services to, or solicit, any “U.S. person” or “U.S. customer” as defined under United States law (including, but not limited to, SEC or CFTC regulations). You hereby certify the following:

1. Neither you nor any Represented Person is a “U.S. person” or “U.S. customer” under applicable U.S. rules (e.g., CFTC Regulation 4.7, SEC Rule 15a‐6), nor do you act for or on behalf of any U.S. person.
2. Neither you nor any Represented Person has been advised or induced—directly or indirectly—by XchangeOn or any Group entity to circumvent U.S. regulations.
3. You have not advised or induced any Represented Person to do so.
4. Neither you nor any Represented Person is a natural person domiciled in the United States, nor an entity formed under U.S. law, nor has its principal place of business in the United States.
5. You affirm that you and any Represented Person are not subject to similar restrictions in any other jurisdiction that would prohibit use of XchangeOn.
6. You will promptly notify XchangeOn if your status changes with respect to the above.
7. You agree to indemnify, defend, and hold harmless XchangeOn and its affiliates, as well as their officers, directors, employees, agents, and service providers, from any claims, losses, liabilities, or expenses (including legal fees) arising from any breach of these U.S. person representations or from facilitating U.S.-person trading in violation of U.S. law.

8. USER CLASSIFICATION & SUITABILITY ASSESSMENT

XchangeOn may classify you as a “Retail Investor” or “Institutional Investor” as per the VARA regulations, both when you open an account and on an ongoing basis. We will review your classification at least once every 12 months. You must inform XchangeOn promptly of any change in your circumstances that may affect your classification. If, at any time, we determine (whether via periodic review, information you provide, or other means) that your classification should change, we may notify you in writing and reclassify your account accordingly.

9. VERIFICATION & RECORDKEEPING

When you open an account, you agree to provide accurate, complete information so we can verify your identity. If any information changes, you must update it immediately. See our Privacy Policy for details on how we process your data and your rights.

1. Identity Verification: During registration, you must supply (directly or via our third‐party providers) all information needed to confirm your identity and comply with AML/CFT, fraud prevention, and other financial‐crime regulations. Depending on our risk assessment, we may require additional documents. You must complete these verification steps before using any XchangeOn Services. At any time, based on the information we collect, we may modify your account’s access or limits.
2. Verification Information: To satisfy our VARA-mandated KYC/AML obligations, you must provide:
   • A unique username and secure password
   • A valid email address
   • Your country of residence
   • A government‐issued photo ID showing your full name, date of birth, issuing country, and expiry date
   • Your physical residential address
   If you are opening an institutional account, you must also provide:
   • Identifying information for all beneficial owners or controlling persons (those who own or control over 10% of shares or voting rights), including names and birthdates
   • Corporate formation documents and proof of good standing
   • Written authorization confirming your authority to open and operate the account on behalf of the institution
3. Enhanced Due Diligence: XchangeOn may request additional information—such as source of funds, employment details, income information, or expected trading activity—before you can use (or continue to use) our Services. You agree to provide any such information promptly.
4. Bank Account Information: If you fund your account via a bank transfer, you must provide your bank’s name, account type, routing number (if applicable), and account number.
5. Recordkeeping: We collect and verify your information to safeguard the Platform, other users, and XchangeOn from illicit activity, and to comply with all applicable laws. You authorize us to retain this information for at least eight (8) years.
6. Maintaining Up-to-Date Information: You must keep all your provided information true, accurate, and current. If any data you supplied is incorrect, misleading, outdated, or incomplete, XchangeOn may request corrections, remove the incorrect data, or suspend/terminate the Services we provide to you. If we cannot reach you at the contact details on file, you will be fully liable for any losses or expenses XchangeOn incurs due to your failure to update your information. By registering, you authorize XchangeOn (or its third-party agents) to conduct any investigations we deem necessary to verify your identity or to protect you, other users, or XchangeOn from fraud or other financial crimes. You also agree that we may share your personal data with credit bureaus or fraud prevention agencies for these purposes, and that they may provide us with relevant information in return.

10.AUTHORIZATION TO INQUIRE

You authorize XchangeOn to conduct, directly or through third parties, any investigations we deem necessary to verify your identity or to protect you and XchangeOn from fraud, money laundering, or other financial crimes. This includes authorizing your wireless operator (e.g., Etisalat, Du) to share with us your mobile number, name, address, email, network status, customer type, billing plan, device identifiers (IMSI, IMEI), and other subscriber details, solely for identity verification and comparison against the information you provided to us. When we perform these checks, you acknowledge that your personal data may be shared with credit bureaus and fraud-prevention or financial-crime agencies, and those agencies may respond fully to our inquiries. Such identity checks will not affect your credit rating.

11.SECURING YOUR ACCOUNT

Your XchangeOn account is personal to you. If we suspect unauthorized use, we reserve the right, at our sole discretion, to suspend, restrict, or terminate your account. You assume full responsibility for any misuse of your login credentials.

1. Public/Shared Devices: If you log in from a public or shared computer, you must log out at the end of each session.
2. Credential Security: You are responsible for safeguarding all IDs, passwords, PINs, API keys, or other access codes. If these credentials or your personal information are compromised, a third party may gain unauthorized access to your account, potentially resulting in the loss of virtual assets, fiat currency, or other funds held in your XchangeOn account or any linked bank/credit accounts.
3. Contact Information: Keep your email address, phone number, and other contact details current so you can receive notices, alerts, and security prompts. We are not liable for any losses if your account credentials are compromised—through no fault of ours—or if you fail to act on notices or alerts we send.
4. Multi-Factor Authentication: We may require you to use a device capable of installing and supporting multi-factor authentication. Even with MFA enabled, XchangeOn Services may be temporarily unavailable during periods of extreme market volatility or high volume, which could delay your ability to trade or our customer support response time.

12. VIRTUAL ASSET SERVICES

XchangeOn Services enable you to buy, sell, and trade all virtual assets listed under our Virtual Asset Standards (collectively, “Virtual Assets”).

1. Virtual Asset Exchange: We match and execute orders to convert Virtual Assets into fiat currency or other Virtual Assets, based on the instructions you submit. Before placing any order, review your trade details and review any applicable fees—such as trading fees and network/miner fees. All fees are set forth in our Fee Schedule and displayed on the Platform before you confirm each transaction. XchangeOn will provide reasonable advance notice of any fee changes.
2. Virtual Asset Withdrawals: After you initiate a withdrawal from your XchangeOn Wallet, the transaction enters a “pending” state until the applicable blockchain network confirms it. Withdrawals remain unconfirmed—and not fully processed—while awaiting on-chain confirmations. XchangeOn does not guarantee that any withdrawal will be confirmed by the blockchain in a specific timeframe or at all.
3. Virtual Asset Deposits: When you submit Virtual Assets for deposit into your XchangeOn Wallet, the deposit remains “pending” until the relevant blockchain network confirms it. No deposit is final until sufficient network confirmations occur. XchangeOn does not warrant or guarantee that any deposit will be confirmed within a particular timeframe or at all.
4. Virtual Asset Custody: USERS ARE ADVISED TO REVIEW THE PUBLIC DISCLOSURES, AND VIRTUAL ASSET CUSTODY POLICY TO KNOW MORE ABOUT OUR CUSTODY ARRANGEMENTS.
5. Our Custody Arrangement:
   1. As part of XchangeOn Services, we provide a hosted Wallet—powered by Fireblocks—where your Virtual Assets are stored on your behalf. The Wallet enables you to generate one or more deposit addresses to receive supported Virtual Assets from External Accounts (wallets you control that are not hosted by XchangeOn). Before you transfer assets between your XchangeOn Wallet and any External Account, XchangeOn may require proof of control over that External Account and may impose additional verification or screening steps for security purposes.
   2. Fireblocks’ MPC/HSM infrastructure securely generates and stores Virtual Asset private keys—used to authorize on-chain transactions—across online (“hot”) and offline (“cold”) storage solutions. The Wallet is intended solely for the storage, sending, and receiving of supported Virtual Assets as listed on the Platform. You must not attempt to send, store, or receive any unsupported asset in your XchangeOn Wallet. XchangeOn is not responsible for any unsupported Virtual Assets sent to an address associated with your account and reserves the right, at its sole discretion, to terminate support for any particular Virtual Asset.
   3. Title to all supported Virtual Assets in your Wallet remains with you and does not transfer to XchangeOn. XchangeOn holds no proprietary interest in any Wallet assets; they are not subject to XchangeOn’s creditors. As the owner of Virtual Assets in your Wallet, you assume all risk of loss, including market fluctuations or theft; XchangeOn bears no liability for any loss of supported Virtual Assets.
   4. To facilitate client transactions, XchangeOn maintains one or more hot wallets within Fireblocks’ custody arrangement. Hot wallets are internet-connected to enable prompt transaction processing but carry higher cybersecurity risks. Consequently, XchangeOn transfers at least ninety-five percent (95%) of all Client Virtual Assets into Fireblocks cold wallets—air-gapped, offline storage—to mitigate those risks. An allocation of up to five percent (5%) of Client Virtual Assets remains in hot wallets for operational liquidity. XchangeOn may employ multiple hot wallets per blockchain to reduce single-wallet concentration risk. All Client Virtual Assets are initially deposited into hot wallets for processing and subsequently moved to cold wallets at appropriate intervals.
   5. XchangeOn does not currently use any third-party custodians other than Fireblocks; all Client Virtual Assets are held via our Fireblocks integration. Should custody arrangements change, XchangeOn will inform affected clients in a timely manner.
   6. Any Virtual Assets sent to an address not supported by XchangeOn may be irretrievably lost. XchangeOn is not liable for assets sent to an incorrect or unsupported address. Withdrawals and deposits broadcast to their respective blockchain networks cannot be reversed. Once a withdrawal is completed and the funds leave XchangeOn’s control, they are no longer under XchangeOn’s responsibility. If you interact with any third-party website or platform via links provided by XchangeOn, you acknowledge and agree that those activities are entirely between you and the third party. You should review that third party’s terms of service, including its operating entity, jurisdiction, and contractual obligations. Always verify that any Wallet address you enter on the Platform matches your intended recipient address—XchangeOn will not be responsible for any losses resulting from an incorrect address entry.
   7. While Virtual Assets remain in your XchangeOn Wallet (either hot or cold), they are under XchangeOn’s control. Before deposit into your XchangeOn account—and after withdrawal from it—those assets fall outside XchangeOn’s custody. XchangeOn is responsible for securing Virtual Assets held within your account but cannot guarantee security once assets leave our Platform.
   8. XchangeOn holds users’ supported fiat currency balances (“Client Money”) in a segregated omnibus client account (“Client Money Account” or “CMA”) at a licensed UAE financial institution. All Client Money is held in trust for users and is never commingled with XchangeOn’s own funds.

13.PENDING DEPOSITS OR WITHDRAWALS

Virtual asset transactions that remain in a pending state will be clearly designated as such and will not appear in your XchangeOn account balance nor be available for use. XchangeOn reserves the right to delay, refuse, or cancel any virtual asset withdrawal, deposit, or exchange if we reasonably suspect fraud or illicit activity. Additionally, we may refuse or cancel pending transactions to comply with applicable laws, subpoenas, court orders, or other binding government directives, or to enforce any account limits.

14.SUPPORTED VIRTUAL ASSETS

XchangeOn’s list of supported Virtual Assets may change periodically, including at VARA’s direction. You must not attempt to use XchangeOn Services to store, send, request, or receive any Virtual Asset that we do not explicitly support. XchangeOn disclaims any responsibility for transactions involving unsupported assets. If we decide to delist a supported Virtual Asset, we will provide you with advance notice. The current list of supported Virtual Assets is published on the Platform and attached to this Agreement.

15.FEES

You agree to pay all fees as described in the XchangeOn Fee Schedule. Refer to the Fee Schedule on the Platform for details (“Fee Schedule”).

• Trading Fees: Calculated as “amount × purchase price × fee rate,” based on the tiered fee structure. Any unfilled portion of a canceled order will be refunded in full.
• Deposit & Withdrawal Fees: XchangeOn does not charge fees for deposits or withdrawals of either Virtual Assets or fiat, aside from any network or miner fees or fees charged by external payment networks.

You authorize XchangeOn to deduct any applicable fees directly from your Wallet balance. The Fee Schedule is attached to this Agreement.

16.OPERATION OF VIRTUAL ASSET PROTOCOLS

XchangeOn neither owns nor controls the underlying open-source protocols that govern supported Virtual Assets. By using XchangeOn Services, you acknowledge and agree that:

• We make no guarantees regarding a protocol’s functionality, security, or availability.
• Protocol rules may change suddenly (e.g., “forks”), which can affect the value, name, or functionality of any Virtual Asset in your Wallet.

Typically, XchangeOn does not facilitate Airdrops (the distribution of new tokens triggered by network events). If we become aware of an Airdrop or fork that impacts our Platform or any supported Virtual Asset, we will evaluate and notify affected users. During such events, XchangeOn may temporarily suspend operations without prior notice. We may also decide, at our sole discretion, whether to support or cease supporting a forked protocol. XchangeOn is not liable for any user losses arising from unsupported forks or Airdrops.

17.PAYMENT SERVICES, METHODS, AND FIAT DEPOSITS/WITHDRAWALS

You may deposit United States Dollars (USD), United Arab Emirates Dirham (AED), or other fiat currencies supported by XchangeOn (collectively, “Supported Fiat Currencies”) from your bank account via Automated Clearing House (ACH), wire transfer, or other payment methods that we support. When you deposit Supported Fiat Currencies, funds are transferred from your bank account into XchangeOn’s omnibus CMA, enabling you to hold and exchange fiat for supported Virtual Assets. The payment method you choose to fund the CMA is neither provided by nor included within XchangeOn Services. Instead, it is a separate service—offered by your bank or payment services providers (“PSPs”), that merely facilitates the transfer of fiat funds into and out of the CMA.

18.PAYMENT METHODS

XchangeOn does not guarantee availability of any specific payment method and may change or discontinue support for payment options at any time. XchangeOn is responsible for securing funds that have been successfully credited to your XchangeOn account. However, we are not liable for funds that fail to arrive in your account due to factors beyond our control—such as incorrect payment instructions, errors by PSPs, or network disruptions. Likewise, we are not responsible for funds you have withdrawn to external accounts outside of XchangeOn.

19.PAYMENT SERVICES PARTNERS

XchangeOn may utilize third‐party payment processors to handle Supported Fiat Currency transactions—including deposits, withdrawals, and fiat‐to‐crypto exchanges—between you and XchangeOn.

20.THIRD-PARTY SERVICE PROVIDERS

For operational purposes, XchangeOn may rely on third-party providers for services such as payment processing, AML/CFT screening, sanctions checks, and identity verification etc. XchangeOn may also contract with other Group affiliates for administrative, operational, or marketing services. A non-exhaustive list of third-party service providers is attached to this User Agreement.

21.THIRD-PARTY APPLICATIONS

If you grant a third party permission to connect to your XchangeOn account—whether through their product or via our Platform—you remain fully responsible for all activity that third party performs on your behalf. Granting access does not relieve you of any obligations under this Agreement. You agree to indemnify XchangeOn for any liability arising from a third party’s acts or omissions. You may revoke third-party permissions at any time through the Platform

22.DEPOSITING FUNDS

When you deposit funds into your XchangeOn account, you may be prompted to answer security questions or complete additional verification steps—either by XchangeOn or by a third-party service—to confirm that you have authorized the transfer. Deposit limits are set dynamically based on factors such as the information you provided and the funding method you select. In some cases, your deposit limits may exceed your withdrawal or trading limits.

Once we receive your instructions, deposited funds are typically credited to your XchangeOn account within one (1) business day. XchangeOn will debit your linked bank account immediately after you initiate the transfer. You agree not to deposit any funds into the CMA if you are not the named account holder on the sending bank account.

23.EXCHANGING FUNDS

You may purchase supported Virtual Assets using the balance in your XchangeOn account, a valid bank account in your name, or a debit/credit card that matches your XchangeOn account name. All purchases must follow the payment instructions displayed on the Platform. If you fail to confirm a quoted price within five (5) seconds, XchangeOn reserves the right to cancel the transaction automatically. If we reject your order for any reason, we will notify you, and you will not incur any charges for the canceled transaction.

24.TRANSACTION LIMITS

Your use of XchangeOn Services is subject to dynamic limits on trading volume, withdrawals, and other transactions (e.g., daily limits). These limits depend on factors such as your chosen payment method, completed verification steps, and your account profile. XchangeOn reserves the right to adjust these limits in its sole discretion. If you wish to increase your limits beyond the current thresholds, you may submit a request to support@xchangeon.io. We may require additional documentation, meetings, or other information as dictated by our internal compliance policies and/or team. XchangeOn reserves the right to charge fees for processing such limit‐increase requests—after providing you advance notice—and may, at any time, refuse to raise your limits or reduce them even if you have provided all requested information.

25.REVERSALS AND CANCELLATIONS

Once a transaction is marked as “complete” or “pending,” it cannot be canceled, reversed, or modified. If your chosen payment method is declined or has insufficient funds, you authorize XchangeOn—at our discretion—to either cancel the transaction or debit another payment method you have on file (including your XchangeOn account balance or linked accounts) to complete the transaction. You are solely responsible for maintaining sufficient balances or credit limits to avoid overdraft, non-sufficient funds, or similar fees from your payment provider.

XchangeOn reserves the right, in its sole discretion, to refuse, cancel, or reverse any purchase or sale of Virtual Assets—even after debiting your account—if we determine that the transaction is suspicious, poses a high risk of money laundering, terrorist financing, fraud, or other financial crime, is erroneous, violates our Permitted Use Policy, or is required to comply with a subpoena, court order, or other binding government directive.

26.UNAUTHORIZED, SUSPICIOUS, AND INCORRECT TRANSACTIONS

You are solely responsible for your XchangeOn account and any access thereto. XchangeOn processes Virtual Asset deposits, withdrawals, and trades strictly according to the instructions we receive. We do not verify the identity of any counterparty on the network or any recipient of a transaction. Unless you notify us in advance, we will assume that all activity and instructions for your account are authorized by you. XchangeOn has no obligation to confirm the identity or authority of anyone accessing or using your account.

If you suspect unauthorized or suspicious activity on your account, contact us immediately at support@xchangeon.io. XchangeOn is not liable for any losses resulting from unauthorized, suspicious, or erroneous transactions that arise through no fault of ours. You agree to indemnify XchangeOn to the fullest extent permitted by applicable law. Any claim under this section is waived unless you notify us within one (1) year from the date the relevant transaction was posted to your XchangeOn account. We encourage you to review your transaction history regularly and take action immediately if you find any inconsistencies in your transactions.

27.DEBTS

If you owe any fees or debts to XchangeOn for any reason, we may debit your XchangeOn account balance or withhold amounts from any transfers between your XchangeOn accounts to recover those debts

28.WITHDRAWING FUNDS

You may request a withdrawal of any portion of the funds held in your XchangeOn account at any time. The availability and method of withdrawal depend on the third-party financial institution handling the payout. XchangeOn does not guarantee that any particular withdrawal method will remain available and may add, modify, or suspend withdrawal options at its discretion.

Your XchangeOn account is subject to dynamically adjusted withdrawal limits based on the information you have provided and your account status. If your withdrawal request exceeds your current limit, the request may be declined. XchangeOn may also require additional identity verification before processing a withdrawal. You agree not to withdraw funds to a bank account for which you are not the named account holder. It is your responsibility to ensure that all payment details entered—such as bank account numbers and routing codes—are accurate, complete, and up to date. XchangeOn is not liable for funds sent to an incorrect account or for any fees, costs, bank charges, or penalties incurred due to inaccurate withdrawal details.

29.PLATFORM ACCURACY

While XchangeOn strives to provide accurate and timely information on the Platform, including all Content, it may not always be complete, current, or error‐free. Information may change or be updated at any time without prior notice, including details about policies, agreements, products, or XchangeOn Services. You should independently verify any information before relying on it; any decisions based on Platform content are made at your own risk. XchangeOn disclaims liability for any losses arising from reliance on outdated, inaccurate, or incomplete information. Links to third‐party websites or materials are provided only as a convenience. XchangeOn does not control or endorse third‐party content, and is not responsible for information, content, or services on any linked site.

30.LIMITED LICENSE

Subject to this Agreement, XchangeOn grants you a limited, nonexclusive, non-transferable license to access and use the XchangeOn Services and all associated content, materials, and information (collectively, the “Content”) solely for purposes approved by XchangeOn. Any other use of the Platform or Content is strictly prohibited. All rights, title, and interest in the Platform and Content remain exclusively with XchangeOn, its affiliates, or its licensors. You agree not to copy, transmit, distribute, sell, license, reverse‐engineer, modify, publish, create derivative works from, or otherwise exploit any Content. “XchangeOn,” “https://www.xchangeon.io” and all logos related to XchangeOn Services are trademarks or registered marks of XchangeOn or its licensors, and may not be used without prior written permission.

31.PROHIBITED USE

When using XchangeOn Services, interacting with other users, or engaging third parties, you must not engage in any activity that violates our Approved Use Policy. We reserve the right to monitor, review, retain, and/or disclose any information as necessary to comply with applicable laws, regulations, sanctions programs, legal processes, or government requests. If we determine—at our sole discretion—that your account is associated with prohibited activity or business, we may immediately suspend or terminate your account, block transactions, or freeze funds without prior notice. You may not use your XchangeOn account to engage in any of the following activities (“Prohibited Uses”). The examples below are illustrative, not exhaustive:

• Unlawful Activity: Any action that violates or facilitates the violation of laws, statutes, ordinances, or regulations—including sanctions programs enforced in jurisdictions where XchangeOn operates (e.g., OFAC)—or that involves proceeds of illegal activity. This includes publishing, distributing, or disseminating any illegal content.
• Abusive Activity: Actions that place an unreasonable or disproportionate strain on XchangeOn’s infrastructure; interfere with, intercept, or expropriate any system, data, or information; upload malware (e.g., viruses, trojans, worms) to the Platform; attempt unauthorized access to the Platform, other users’ accounts, or connected systems via password mining or other methods; or use someone else’s account information to access or use the Platform.
• Abuse of Other Users: Disrupt another individual’s or entity’s access to or use of XchangeOn Services; defame, harass, stalk, extort, threaten, or infringe upon others’ legal rights (including privacy, publicity, and intellectual property); incite or promote hate speech, racial intolerance, or violence; or harvest or collect personal information from the Platform (e.g., email addresses) without proper consent.
• Fraud: Any attempt to defraud XchangeOn, XchangeOn users, or any other person; providing false, inaccurate, or misleading information to XchangeOn.
• Gambling: Any lotteries; bidding‐fee auctions; sports betting or odds‐making; fantasy sports with cash prizes; internet gaming; contests; sweepstakes; or games of chance.
• Intellectual Property Infringement: Transactions involving counterfeit or pirated materials (e.g., unauthorized distribution of protected music, movies, software, or other licensed content); unauthorized use of XchangeOn’s name, logo, trademarks, or service marks; or any action implying false endorsement or affiliation with XchangeOn.

32. PROHIBITED BUSINESSES AND CONDITIONAL USE

Subject to this Agreement, XchangeOn grants you a limited, nonexclusive, non-transferable license to access and use the XchangeOn Services and all associated content, materials, and information (collectively, the “Content”) solely for purposes approved by XchangeOn. Any other use of the Platform or Content is strictly prohibited. All rights, title, and interest in the Platform and Content remain exclusively with XchangeOn, its affiliates, or its licensors. You agree not to copy, transmit, distribute, sell, license, reverse‐engineer, modify, publish, create derivative works from, or otherwise exploit any Content. “XchangeOn,” “https://www.xchangeon.io” and all logos related to XchangeOn Services are trademarks or registered marks of XchangeOn or its licensors, and may not be used without prior written permission.

• Prohibited Businesses: In addition to the Prohibited Uses above, you may not use XchangeOn Services in connection with any of the following businesses, practices, or products (“Prohibited Businesses”). The examples below are illustrative, not exhaustive:
  • Investment and Credit Services: Securities brokerage; mortgage consulting; debt settlement; credit counseling; real estate investment schemes; unregulated investment platforms.
  • Restricted Financial Services: Check‐cashing operations; bail bonds; collections agencies; money laundering front operations.
  • Counterfeit or Unauthorized Goods: Sale or resale of brand‐name or designer products without authorization; trafficking in stolen or illegally imported goods.
  • Regulated Products and Services: Any business involving age‐restricted goods or services (e.g., tobacco, e‐cigarettes, e‐liquids), online pharmacies, prescription medication distribution, weapons and munitions, explosives, fireworks, toxic or radioactive materials, or any item with inconsistent legal status across jurisdictions.
  • Drugs and Drug Paraphernalia: Sale or distribution of illegal narcotics, controlled substances, or equipment designed to produce or consume them (e.g., bongs, vaporizers, hookahs).
  • Pseudo‐Pharmaceuticals: Sale of products making unverified health claims that have not been approved by relevant regulatory authorities.
  • Substances Mimicking Illegal Drugs: Sale of legal substances intended to replicate the effects of illegal drugs (e.g., kratom, salvia).
  • Adult Content and Services: Pornography or other obscene materials; prostitution; escort services; pay‐per‐view adult chat; any sexually explicit services.
  • Multi‐Level Marketing: Pyramid schemes; network marketing programs; referral marketing models.
  • Unfair, Predatory, or Deceptive Practices: Investment opportunities promising guaranteed high returns; resale of services or government offerings without added value; any websites or offers that XchangeOn deems unfair, deceptive, or predatory.
  • High‐Risk Businesses: Any enterprise that XchangeOn believes poses an elevated risk of financial liability, legal exposure, or violates banking/card network policies.
• Conditional Use: XchangeOn must expressly approve, in writing, any use of our Services in connection with the following categories (“Conditional Uses”). To request approval, contact support@xchangeon.io. XchangeOn may impose additional conditions, representations, warranties, enhanced onboarding procedures, or operational restrictions for any Conditional Use:
  • Money Services Businesses: Money transmitters; digital currency exchange or dealer services; currency brokers; gift card or prepaid card issuers; operators of in‐game currency systems (unless you own the virtual world); payment aggregators or intermediaries.
  • Charities: Acceptance of charitable donations for nonprofit entities.
  • Games of Skill: Games requiring an entry fee and offering prizes—where not defined as gambling under law—but still presenting financial risk.
  • Religious/Spiritual Organizations: For-profit religious or spiritual enterprises that collect or transfer client funds.

If you wish to engage in any Conditional Use, you must obtain XchangeOn’s prior written consent and comply with all additional requirements we set.

33.SUSPENSION, TERMINATION, AND CANCELLATION

XchangeOn may suspend, restrict, or terminate your access to any or all Services, and/or deactivate or cancel your account if:

• We receive a valid court order or binding government directive requiring suspension or termination.
• We reasonably suspect your account is being used for prohibited activities.
• Your account is subject to pending litigation, investigation, or government proceeding, or poses heightened risk of legal or regulatory noncompliance.
• You attempt to circumvent our controls—for example, by opening multiple XchangeOn accounts or abusing promotional offers.

If we suspend or close your account for any reason, we will notify you unless a court order or other legal restriction prohibits it. You acknowledge that such decisions may rely on confidential risk-management and security protocols, and XchangeOn is not required to disclose those details. Unless prohibited by law, you will have the opportunity to withdraw your Virtual Assets or Supported Fiat Currencies. Note that XchangeOn may freeze or seize any funds or Virtual Assets in your account to comply with a valid court order or government directive; in such cases, XchangeOn assumes no liability for those frozen or seized assets.

34.PROMOTIONS AND TERMS OF USE

XchangeOn may, at its sole discretion and subject to applicable laws and regulations, offer various promotional programs, incentives, and bonuses to qualifying users, including but not limited to: trading fee discounts, referral bonuses, deposit incentives, staking rewards, yield farming opportunities, airdrop distributions, trading competitions, volume-based rebates, loyalty programs, welcome bonuses, market maker incentives, institutional partnership benefits, educational rewards, and limited-time promotional campaigns.

• Eligibility and Terms: All promotional offers are subject to specific eligibility criteria, terms, and conditions established solely at XchangeOn's discretion, which may include but are not limited to:
  • Geographic restrictions
  • Account verification requirements
  • Minimum trading volumes
  • Deposit thresholds
  • Holding periods
  • KYC/AML compliance status
  • Account standing
  • Regulatory limitations
  Participation in any promotion constitutes acceptance of the applicable terms and conditions.
• Modification and Termination: XchangeOn reserves the absolute right to modify, suspend, terminate, or cancel any promotional offer at any time without prior notice or liability. Promotional terms may be amended during active campaigns, and benefits may be adjusted or revoked based on compliance requirements, market conditions, or operational considerations.
• No Obligations or Endorsements: XchangeOn is under no obligation to offer promotions to any specific users or user categories. The availability of any virtual asset in promotional campaigns does not constitute an endorsement, recommendation, or investment advice by XchangeOn regarding such asset's merit, value, or suitability. All promotional materials are for informational purposes only.
• Compliance and Limitations: All promotional activities are subject to applicable UAE federal laws, VARA regulations, international sanctions, and jurisdictional restrictions. Users remain solely responsible for tax implications arising from promotional benefits received. XchangeOn reserves the right to claw back promotional benefits obtained through fraudulent activity, system manipulation, or violation of terms of service.

35.RISKS DISCLOSURE NOTICE

Trading in virtual assets involves substantial risk of loss and may not be suitable for all investors. Virtual asset markets are highly volatile and subject to regulatory, technological, and operational risks that could result in partial or total loss of invested capital. Before utilizing XchangeOn's services, you must carefully review and acknowledge our comprehensive Risk Disclosure Statement, which details material risks including but not limited to market volatility, regulatory changes, cybersecurity threats, liquidity constraints, and operational dependencies.

By accessing XchangeOn's platform, you represent that you have read, understood, and accepted all risks outlined in our Risk Disclosure Statement, available on our platform and accessible at all times through your account dashboard. You acknowledge that virtual asset trading may result in significant financial losses and that XchangeOn does not guarantee profits or protection against losses arising from the inherent risks of virtual asset markets and related services.

This notice does not constitute investment, legal, or tax advice. You are solely responsible for evaluating the suitability of our services based on your financial circumstances, risk tolerance, and investment objectives.

36.INDEPENDENT CONTRACTOR RELATIONSHIP

XchangeOn operates strictly as an independent contractor in the provision of virtual asset exchange services. The contractual relationship established through these Terms does not create, and shall not be construed to create, any partnership, joint venture, agency relationship, employment relationship, fiduciary duty, or any other form of legal association between you and XchangeOn beyond the express service provider-client relationship defined herein.

Neither party possesses any authority, express or implied, to act on behalf of, represent, bind, or create any obligation for the other party except as specifically provided in these Terms of Service. You acknowledge that XchangeOn personnel, representatives, or agents have no authority to make commitments, representations, or agreements outside the scope of these Terms that would bind XchangeOn to additional obligations.

This independent contractor status extends to any third-party service providers, liquidity partners, custody providers, or technology vendors engaged by XchangeOn. Such relationships do not create any direct contractual obligations between you and these third parties, nor do they expand XchangeOn's responsibilities beyond those explicitly outlined in these Terms.

37.TAX OBLIGATIONS AND REPORTING

You are solely responsible for determining, calculating, and fulfilling all tax obligations arising from your use of XchangeOn's services, including but not limited to income tax, capital gains tax, value-added tax, withholding tax, and any other applicable taxes or duties in your jurisdiction of residence or any other relevant jurisdiction. This responsibility encompasses the proper withholding, collecting, reporting, and remitting of correct tax amounts to the appropriate tax authorities within required timeframes.

Your complete transaction history is accessible through your XchangeOn account dashboard for tax reporting purposes. You acknowledge that virtual asset transactions may trigger complex tax implications, including but not limited to taxable events upon trading, conversion, staking rewards, airdrops, or other promotional benefits received.

XchangeOn may be required by applicable laws, regulations, or valid legal orders to report your account information, transaction data, identity details, or other relevant information to tax authorities, regulatory bodies, or government agencies in the UAE or other jurisdictions. Such reporting may occur without prior notice to you, as permitted or required by law.

XchangeOn does not provide tax, legal, or accounting advice. The availability of transaction records does not constitute tax guidance, and you are strongly advised to consult qualified tax professionals regarding your specific obligations and compliance requirements.

38.UNCLAIMED PROPERTY AND DORMANT ACCOUNT MANAGEMENT

In accordance with applicable laws and regulations, XchangeOn is subject to legal obligations regarding dormant accounts and unclaimed assets. If XchangeOn holds Virtual Assets, Supported Fiat Currencies, or any other digital assets in your account, and we are unable to establish contact with you or detect any account activity, transaction history, login activity, or other forms of account engagement for a period prescribed by applicable unclaimed property statutes, we may be legally required to report and potentially transfer these funds or assets as unclaimed property to the appropriate governmental authority in the relevant jurisdiction.

Prior to initiating any unclaimed property reporting process, XchangeOn will make reasonable efforts to contact you using all available contact information in our records, including your registered email address, mobile phone number, postal address, and any other communication channels you have provided. These notification attempts may include multiple communications sent over an extended period to maximize the likelihood of successful contact.

Should our contact efforts prove unsuccessful and no account activity is detected during the statutory dormancy period, we may be obligated to transfer your unclaimed funds or Virtual Assets to the designated governmental entity responsible for unclaimed property in the applicable jurisdiction. XchangeOn expressly reserves the right to deduct reasonable dormancy fees, administrative charges, account maintenance costs, or other allowable expenses from unclaimed funds, to the fullest extent permitted by applicable law. These fees may include costs associated with account monitoring, attempted communications, legal compliance activities, and administrative processing necessary for property transfers.

39.ADMINISTRATION

If XchangeOn receives credible proof of your death—such as a death certificate or other satisfactory evidence—we will freeze your XchangeOn account so that no transactions can occur until:

1. Your designated representative opens a new XchangeOn account and transfers your entire balance into it;
2. You provide documentation satisfactory to XchangeOn demonstrating that you are still alive.

If we suspect you may have died but lack definitive proof, you authorize XchangeOn (directly or through third parties) to investigate your status. Once we receive satisfactory evidence of your death, your valid representative must open a new XchangeOn account. If you have not designated a representative, XchangeOn may, at its discretion, treat any individual entitled to inherit your assets—based on wills, trusts, or small estate affidavits acceptable to us—as your representative. Alternatively, XchangeOn may require a court order appointing a representative before authorizing any transfers. If there is doubt about the representative’s authority, we may insist on a court resolution before taking any action regarding your account.

40.CUSTOMER SUPPORT, LEGAL SERVICE, AND COMPLAINTS PROCEDURE

• Customer Support and Security: For feedback, general inquiries, or account-related questions, contact our customer support team at support@xchangeon.io. Please provide your full name, account number, and relevant details to facilitate account identification. If you suspect account compromise or unauthorized access, notify us immediately at the same email address.
• Legal Service of Process: All legal documents, including subpoenas, complaints, court orders, or small-claims notices, must be served exclusively on our registered office address at CVT-FLR05-05.10, Convention Centre, DWTC, Dubai, UAE. Legal documents must reference XchangeOn's exact registered legal name: XchangeOn FZCO.
• Complaint Resolution Framework: For any complaint or dispute, you agree to first contact customer support at support@xchangeon.io to pursue informal resolution. If informal resolution proves unsuccessful, you may initiate our formal complaint process by completing XchangeOn's complaint form available on the Platform or by requesting a copy from customer support.
• Formal Complaint Submission: Written complaints may be submitted via the Platform or mailed to: XchangeOn FZCO office at CVT-FLR05-05.10, Convention Centre, DWTC, Dubai, UAE. Your formal complaint must include:
  • a clear description of the issue;
  • your desired resolution;
  • any relevant support case numbers;
  • other pertinent details supporting your claim.
  Upon receipt, we will promptly acknowledge your complaint and assign a dedicated customer relations representative to review and investigate its merits using provided information and internal records. We aim to resolve complaints or provide substantive responses within four (4) weeks of receipt. In extraordinary circumstances requiring extended investigation, this timeline may extend to eight (8) weeks, with appropriate notice provided. Additional details regarding our complaint handling procedures are available in our comprehensive Complaints Handling Policy accessible through the Platform.
• Regulatory Complaint Rights: If you remain dissatisfied with XchangeOn's complaint resolution or consider our response inadequate, you retain the right to escalate your complaint directly to our regulatory authority. You may file a formal complaint with VARA through their official complaint portal athttps://www.vara.io/en/register-a-complaint. When submitting a regulatory complaint, you should provide comprehensive documentation of your issue, copies of all correspondence with XchangeOn, and evidence of our complaint handling process. VARA maintains independent authority to investigate complaints against licensed Virtual Asset Service Providers and may direct appropriate remedial action where warranted. This regulatory complaint right exists in addition to, and does not limit, any other legal remedies available to you under applicable UAE law or international jurisdiction as may be appropriate to your circumstances.

41.LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER XCHANGEON NOR ITS AFFILIATES, SERVICE PROVIDERS, OR ANY OF THEIR OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES SHALL BE LIABLE FOR:

• ANY AMOUNT EXCEEDING THE VALUE OF SUPPORTED VIRTUAL ASSETS DEPOSITED IN YOUR XCHANGEON ACCOUNT; OR
• ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE PLATFORM OR SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF XCHANGEON KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

Even when XchangeOn failed to process a buy or sell order properly, your recoverable damages are limited solely to the value of the Virtual Assets involved and you may not recover lost profits, lost business opportunity, or other indirect or consequential losses beyond that value. Some jurisdictions prohibit or limit the exclusion or limitation of incidental or consequential damages, so the foregoing limitation may not apply to you in those jurisdictions.

XchangeOn provides its Services on an “AS IS” and “AS AVAILABLE” basis, without any representation or warranty—express, implied, statutory, or otherwise. To the fullest extent permitted by law, XchangeOn expressly disclaims any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. XchangeOn does not guarantee that access to the Platform, any Content, or XchangeOn Services will be uninterrupted, timely, secure, or error-free.

XchangeOn does not warrant the accuracy or completeness of historical Virtual Asset price data on the Platform. While XchangeOn will use reasonable efforts to process electronic debits and credits involving bank accounts, credit cards, and cheque issuance promptly, it makes no guarantees regarding processing times, which depend on factors outside XchangeOn’s control.

Virtual Assets and fiat currency held in your XchangeOn account are not covered by any public or private deposit insurance program. Neither fiat funds nor Virtual Assets held on behalf of customers by XchangeOn earn interest.

42.ABSENCE OF DEPOSIT INSURANCE AND INTEREST

• No Deposit Insurance: You acknowledge and agree that Virtual Assets and fiat currencies held in your XchangeOn account are not protected by, covered under, or eligible for any public or private deposit insurance program, including but not limited to federal deposit insurance, investor protection schemes, or compensation funds that may be available for traditional banking or investment products. XchangeOn does not guarantee the recovery or replacement of funds or assets in the event of loss, theft, technical failure, or insolvency.
• No Interest Accrual: Neither fiat funds nor Virtual Assets held in custody on behalf of customers by XchangeOn accrue interest, dividends, or other forms of return. Any changes to account balances reflect only trading activity, deposits, withdrawals, applicable fees, or other specifically authorized transactions. You waive any claim to interest or other earnings that may theoretically accrue on dormant balances or funds held pending transaction settlement.

43.COMPUTER VIRUSES AND SECURITY THREATS

XchangeOn disclaims liability for any damage or interruptions caused by computer viruses, malware (e.g., spyware, Trojan horses, worms), or phishing/spoofing attacks. We recommend you use reputable antivirus and anti‐malware software and exercise caution when opening emails or SMS messages that claim to be from XchangeOn. Always access your XchangeOn account by navigating directly to https://www.xchangeon.iorather than clicking on links in unsolicited messages.

44.RELEASE AND INDEMNIFICATION FOR USER DISPUTES

If you have a dispute with another user of XchangeOn Services, you release XchangeOn, its affiliates, service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives (collectively, the “Released Parties”) from all claims, demands, and damages (actual, consequential, or presumed) arising out of or in any way connected with such disputes.

45.INDEMNITY

You agree to indemnify, defend, and hold harmless XchangeOn, its affiliates, service providers, and each of their respective officers, directors, agents, employees, and representatives (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, demands, costs, expenses (including attorneys’ fees and any fines, fees, or penalties imposed by any regulatory authority), damages, and losses (including direct, indirect, or consequential losses, lost profits, reputational harm, and all interest, penalties, and reasonable professional fees), actions (actual or threatened), proceedings, demands, and suits (“Losses”) arising out of or related to: (i) Your access to or use of the Platform; (ii) Any breach or anticipatory breach of this Agreement or the Exchange Trading Rules; (iii) Any violation or anticipated violation of applicable laws or third-party rights.

You will cooperate fully with the Indemnified Parties in defending any claim. You may not settle any such claim without XchangeOn’s prior written consent. XchangeOn reserves the right to conduct and control the defense of any third-party claim—in counsel of its choosing and at your expense—and to settle that claim at its discretion

46.MISCELLANEOUS PROVISIONS

• Entire Agreement: This Agreement, together with all XchangeOn policies, terms, and conditions (including any documents incorporated by reference), constitute the complete and exclusive understanding between you and XchangeOn regarding the subject matter herein, superseding any prior discussions, agreements, or understandings (including earlier versions of these Terms). Section headings are for convenience only and do not affect interpretation.
• Assignment: This Agreement—and any referenced document, material, or information—is specific to you. Any attempt by you to assign, novate, or transfer your rights, interests, liabilities, or obligations without XchangeOn’s prior written consent is null and void. XchangeOn may freely assign its rights under this Agreement to any affiliate, subsidiary, or successor in interest. Any prohibited assignment by you is null. Subject to these restrictions, this Agreement binds and benefits the parties and their permitted successors and assigns.
• Severability: If any provision of this Agreement is held invalid or unenforceable under any law or regulation, that provision will be interpreted to achieve its objectives to the fullest extent permitted by applicable law. The remaining provisions will remain fully valid and enforceable.
• Change of Control: If XchangeOn merges with or is acquired by a third party, we reserve the right to transfer or assign any personal data or other information we have collected from you as part of that merger, acquisition, sale, or change of control, in accordance with our Privacy Policy.
• Survival: Any provision of this Agreement that by its nature extends beyond termination or expiration—including, but not limited to, sections on suspension or termination, indemnification, account cancellation, outstanding debts, permitted use of the Platform, dispute resolution, and general provisions—will survive the termination or expiration of this Agreement.
• Governing Law: This Agreement and any dispute arising from it will be governed by the laws of the Emirate of Dubai, United Arab Emirates, without regard to conflicts of law principles. You agree to submit to the exclusive jurisdiction of the courts of the Emirate of Dubai (excluding DIFC courts).
• Force Majeure: XchangeOn will not be liable for any delay, performance failure, or service interruption resulting directly or indirectly from causes beyond our reasonable control. Such causes include, but are not limited to, acts of God, civil or military authorities, terrorism, civil unrest, war, labor disputes, fire, telecommunications or internet failures, software or hardware malfunctions, or any other catastrophic event beyond our control. These events do not affect the validity or enforceability of any remaining provisions.
• Non-Waiver of Rights: No provision of this Agreement will be deemed waived unless expressly waived in writing by XchangeOn. Failure by XchangeOn to enforce any right or provision under this Agreement does not constitute a waiver of that right or provision, nor does it prevent XchangeOn from enforcing it later.

THIRD-PARTY SERVICE PROVIDERS

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