> For the complete documentation index, see [llms.txt](https://docs.x.place/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.x.place/legal/legal/xplace-terms-and-conditions.md). # XPlace Terms and Conditions *Effective Date: May 20, 2026* **PLEASE READ THESE TERMS AND CONDITIONS ("TERMS") CAREFULLY BEFORE ACCESSING OR USING THE XPLACE PLATFORM. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND PONTECH GROUP L.L.C-FZ. BY CLICKING "AGREE," COMPLETING REGISTRATION, OR OTHERWISE USING THE PLATFORM, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE PLATFORM.** *** ### 1. DEFINITIONS As used in these Terms, the following capitalized terms have the meanings set forth below: * "Agreement" or "Terms" means these Terms and Conditions, together with all schedules, appendices, and documents incorporated by reference herein. * "Card Partner" means Signify Holdings, Inc., operating as Rain, a licensed card program manager and issuing sponsor that provides XPlace Card issuance, authorization, clearing, and fiat settlement services. * "Collateral" means Digital Assets deposited by you into the Collateral and subject to the terms of the Protocol smart contracts. * "Credit Mode" means the feature enabling you to borrow USDC against your Collateral held in the Collateral, spendable via the XPlace Card. * "Digital Assets" means cryptocurrencies, tokens, stablecoins, and other blockchain-based assets supported by the Platform from time to time. * "DeFi Protocol" or "Protocol" means the autonomous, on-chain decentralized finance smart contracts through which Collateral and Credit Mode functionality is provided, currently Kamino Finance operating on the Solana blockchain. XPlace may transition to a different Protocol from time to time upon notice to users, and any such successor Protocol shall be deemed the "Protocol" hereunder. * "KYC/AML" means Know Your Customer and Anti-Money Laundering compliance procedures required under applicable law. * "Membership" means a paid subscription tier (Basic, Silver, Gold, or Platinum) granting access to enhanced Platform features. * "Non-Custodial" means that XPlace does not at any time take possession, custody, or control of your Digital Assets or private keys. * "Platform" means the XPlace web and mobile application, APIs, smart contract interfaces, card program, and all related services operated by Pontech Group L.L.C-FZ. * "Prohibited Countries" has the meaning set forth in Section 3.2. * "Restricted U.S. States" has the meaning set forth in Section 3.3. * "Collateral" means the Platform feature through which you deposit Digital Assets, which are deployed to Kamino Finance to earn APY and provide the basis for your Credit Mode credit line. * "USDC" means USD Coin, a regulated US Dollar-pegged stablecoin. * "XP" means non-monetary loyalty points earned through Platform activity, as further described in Section 8. * "XPlace Card" means the virtual and/or physical payment card made available through the Card Partner's card program. * "You" or "User" means any individual or entity that accesses or uses the Platform. *** ### 2. ACCEPTANCE OF TERMS 2.1 By accessing or using the Platform in any manner — including by creating an account, completing KYC verification, connecting a wallet, using the XPlace Card, or accessing the Collateral or Credit Mode — you represent that you have read, understood, and agree to be bound by these Terms and all policies incorporated herein. 2.2 If you access the Platform on behalf of a legal entity, you represent that you have authority to bind that entity to these Terms, and the term "you" refers to such entity. 2.3 XPlace reserves the right to update these Terms at any time. XPlace will provide notice of material changes through the Platform or by email. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue use of the Platform immediately. 2.4 These Terms incorporate by reference: (a) the XPlace Card Terms - US; (b) the XPlace Card Terms - International User; (c) the XPlace Privacy Policy; and (d) any supplemental disclosures made available through the Platform. In the event of a conflict between these Terms and the Card Terms on card-specific matters, the applicable Card Terms shall prevail. *** ### 3. ELIGIBILITY AND GEOGRAPHIC RESTRICTIONS #### 3.1 Age and Legal Capacity You must be at least eighteen (18) years of age and possess full legal capacity to enter into a binding contract under the laws of your jurisdiction. Persons under 18 are strictly prohibited from using the Platform. #### 3.2 Prohibited Countries Use of the Platform is strictly prohibited for persons who are located in, ordinarily resident in, organized under the laws of, or nationals of any of the following countries ("Prohibited Countries"): * Belarus * China (Mainland) * Cuba * India * Iran * Iraq * Israel * Myanmar * Nepal * Nicaragua * North Korea (Democratic People's Republic of Korea) * Russia * Syria * Turkey * Ukraine * Venezuela * Vietnam XPlace may update this list at any time to comply with applicable sanctions regimes, including those administered by the United Nations, the U.S. Office of Foreign Assets Control ("OFAC"), the European Union, or the UAE. You are responsible for monitoring updates and ceasing use immediately if your jurisdiction is added. #### 3.3 Restricted U.S. States Users located in or resident in the following U.S. states are not eligible to access or use certain or all features of the Platform, including card and credit services, without separate written authorization from XPlace ("Restricted U.S. States"): * Arizona * Delaware * Georgia * Idaho * Louisiana * Maryland * Nevada * New Mexico * North Dakota * Ohio * Oregon * Rhode Island * South Dakota * Vermont * Washington * Wisconsin XPlace may modify this list at any time. Residents of Restricted U.S. States must not attempt to access restricted services. XPlace is not liable for harm arising from Platform use in violation of this Section. #### 3.4 Sanctions Compliance Use of the Platform by any person or entity that is: (a) listed on any sanctions list maintained by OFAC, the UN Security Council, the UAE Ministry of Economy, or any applicable government authority; (b) located in a Prohibited Country; or (c) otherwise subject to comprehensive economic or trade sanctions, is strictly prohibited. XPlace may employ IP geolocation, KYC data, and screening tools to enforce these restrictions and reserves the right to deny, suspend, or terminate access without notice if a sanctions concern is identified. #### 3.5 Source of Funds You represent and warrant that all Digital Assets used in connection with the Platform are lawfully acquired, beneficially owned by you, and free from any third-party claims, liens, or encumbrances. You must not use the Platform to transact in assets derived from illegal activity, including fraud, money laundering, or terrorist financing. *** ### 4. ACCOUNT REGISTRATION AND SECURITY 4.1 You must complete registration and successfully pass XPlace's KYC verification process. You agree to provide true, accurate, current, and complete information during registration and to promptly update such information if it changes. 4.2 XPlace is a Non-Custodial platform. XPlace does not hold, store, or control your private keys or seed phrases at any time. You are solely and exclusively responsible for the security of your wallet credentials, private keys, and seed phrases. Loss of private keys may result in permanent, irreversible loss of Digital Assets. XPlace cannot assist in recovering lost credentials. 4.3 You are responsible for all activity occurring under your account. You must immediately notify XPlace at if you suspect unauthorized access to your account. 4.4 You must not share account credentials with third parties or allow unauthorized third-party access to your account. 4.5 XPlace reserves the right to require additional verification at any time for security, compliance, or regulatory purposes. 4.6 Card data associated with your XPlace Card is encrypted in transit and at rest. XPlace does not store full card numbers or sensitive card authentication data beyond what is required by applicable payment card industry standards. Card issuance is governed by the applicable Card Terms. *** ### 5. DESCRIPTION OF PLATFORM SERVICES #### 5.1 XPlace Card XPlace provides access to a virtual and/or physical payment card issued under the Card Partner's licensed card program. The XPlace Card: * Enables you to spend Digital Assets or your Credit Mode balance at merchants accepting Visa/Mastercard, Apple Pay, and Google Pay; * Is issued virtually and available after successful KYC completion; * May be frozen, blocked, or managed directly through the Platform; * Is subject to the applicable Card Terms, which govern issuance, limits, fees, and cardholder rights. XPlace does not itself issue payment cards. Card authorization, clearing, and fiat settlement are performed by the Card Partner through its licensed regulated financial institution infrastructure. XPlace does not maintain fiat settlement accounts on your behalf. #### 5.2 Collateral The Collateral feature enables you to deposit supported Digital Assets into the Protocol to: (a) earn yield generated by the Protocol's autonomous liquidity mechanisms; (b) establish Collateral supporting your Credit Mode balance; and (c) receive Credit Power (expressed as a percentage of Collateral value) to determine borrowing capacity. Yield rates and Credit Power ratios are determined by Protocol parameters and market conditions and are not guaranteed. XPlace does not control, guarantee, or underwrite Protocol yield. Deposited assets are held in Protocol smart contracts; XPlace does not take custody of Collateral deposits. #### 5.3 Credit Mode Credit Mode enables you to borrow USDC against your Collateral held in the Collateral. Credit Mode: * Provides instant access to a USDC credit balance spendable via the XPlace Card; * Is governed by Protocol smart contract parameters, including loan-to-value ratios, liquidation thresholds, and repayment mechanics; * Does not involve XPlace acting as lender, creditor of record, or credit evaluator. XPlace does not assess individual creditworthiness or set discretionary loan terms. You acknowledge that: (a) liquidation of Collateral may occur automatically if its value falls below Protocol thresholds; (b) market volatility may result in partial or total liquidation; and (c) XPlace has no ability to prevent or reverse Protocol-triggered liquidation events. #### 5.4 Protocol Infrastructure — Kamino Finance Collateral and Credit Mode functionality is provided through Kamino Finance smart contracts operating on the Solana blockchain. XPlace may transition to a different Protocol in the future upon reasonable prior notice to users, and these Terms shall apply equally to any successor Protocol integration. Regardless of which Protocol is active: * XPlace does not control or operate the Protocol smart contracts; * XPlace does not guarantee the security, availability, or continued operation of any Protocol; * Users interact with Protocol smart contracts at their own risk; * All confirmed on-chain transactions are final and irreversible. #### 5.5 Membership XPlace offers tiered Membership subscriptions (Basic, Silver, Gold, Platinum) unlocking premium features, enhanced limits, and lifestyle benefits, as described in Section 7. Membership is a subscription product and does not constitute a deposit, investment, or interest-bearing product. #### 5.6 XP Loyalty Program XPlace operates an XP loyalty program rewarding user activity on the Platform, as further described in Section 8. #### 5.7 Referral Program XPlace offers a referral program through which existing users may earn XP and bonuses for verified referrals. Referral rewards are determined by Membership tier. XPlace reserves the right to modify or discontinue the referral program at any time. #### 5.8 Platform as Interface Only XPlace operates solely as a Non-Custodial technology interface. XPlace does not: (a) act as a financial intermediary, broker-dealer, investment advisor, or money transmitter; (b) provide financial, investment, legal, or tax advice; (c) guarantee the performance of any third-party Protocol, smart contract, or service; or (d) custody, pool, or commingle user Digital Assets. All financial activity occurs directly between you and the applicable third-party Protocol or Card Partner infrastructure. *** ### 6. FEES AND PAYMENTS #### 6.1 Membership Fees Annual Membership fees are charged in USDC and are non-refundable except as required by applicable mandatory consumer protection law. Fees are debited from your XPlace Platform wallet at enrollment and on each annual renewal date. | Tier | Annual Fee (USDC) | Monthly Spend Limit | Per-Transaction Limit | | -------- | ----------------- | ------------------- | --------------------- | | Basic | Free | $2,000 | $1,000 | | Silver | $99 | $10,000 | $3,000 | | Gold | $249 | $50,000 | $10,500 | | Platinum | $999 | $750,000 | $25,000 | Membership renews automatically on each anniversary of enrollment unless canceled before the renewal date through the Platform. XPlace may adjust fees, limits, or benefits with at least thirty (30) days' prior notice. Continued use of Membership benefits after the effective date of any change constitutes acceptance of the revised terms. Actual limits may vary based on KYC verification level, regulatory requirements, and internal risk assessment. #### 6.2 Cashback Rates by Membership Tier | Tier | Card Cashback | XP Cashback | | -------- | ------------- | ----------- | | Basic | 0.5% | 1% | | Silver | 1.0% | 3% | | Gold | 1.5% | 6% | | Platinum | 2.0% | 10% | #### 6.3 Transaction and Platform Fees | Tier | Card Txn | FX Fee | Bank transfer | Trading | | -------- | -------- | ------ | ------------- | ------- | | Basic | 0% | 1% | 2% | 1% | | Silver | 0% | 0.5% | 1.5% | 0.9% | | Gold | 0% | 0.25% | 1% | 0.7% | | Platinum | 0% | 0% | 0.5% | 0.5% | Fee descriptions: * Card Transaction Fee: applied to purchases made with the XPlace Card. * Foreign Exchange (FX) Fee: applied to card transactions in a currency other than your base currency. * Bridge Deposit Fee: applied to multi-chain deposits into the Platform. * Bank Transfer Fee: applied to transfers to or from a linked bank account. * Trading Fee: applied to token swaps and other on-platform trading activity. * Credit Mode Fee: applied to Credit Mode borrowing transactions. All fees are subject to change. Updated fees will be disclosed within the Platform or website at least fourteen (14) days prior to their effective date. Continued use after the effective date constitutes acceptance of the revised fees. #### 6.4 Cashback Terms Cashback accrues solely from fees generated within the XPlace ecosystem, including card Credit Mode transaction fees and cryptocurrency trading fees on the Platform. Cashback does not accrue on transactions processed by third-party providers or external services not operated by XPlace. XPlace reserves the right to modify, suspend, or terminate the Cashback program, and to claw back Cashback accrued through abuse, fraud, manipulation, or violation of these Terms. *** ### 7. MEMBERSHIP BENEFITS AND TERMS 7.1 Membership tiers provide access to the following categories of benefits, subject to eligibility and availability: (a) enhanced spending and borrowing limits; (b) higher Collateral yield rates, subject to Protocol conditions; (c) reduced transaction fees; (d) Cashback and XP multipliers; (e) travel lifestyle perks including airport lounge access and fast-track services; and (f) hotel discounts and concierge services (Platinum tier). 7.2 Membership fees are a subscription access charge and do not constitute a deposit, investment, or prepayment for any specific service. Access to Membership benefits — including cashback, boosted rates, lounge access, concierge, fee discounts, and credit features — constitutes full delivery and utilization of Membership value. 7.3 All Membership fees are final and non-refundable except where mandatory consumer protection laws of your jurisdiction expressly require otherwise. No prorated refunds are provided for early cancellation or unused subscription time. 7.4 XPlace reserves the right to modify, suspend, or discontinue any Membership tier or benefit with prior notice. Material changes will be communicated through the Platform. 7.5 Lifestyle benefits (airport lounges, concierge, hotel discounts) are provided through third-party partners. XPlace makes no representation or warranty regarding third-party benefit availability, quality, or continuity. XPlace is not liable for third-party partner failures or changes to benefit programs. *** ### 8. XP LOYALTY PROGRAM 8.1 XP is a non-monetary loyalty point system rewarding user engagement on the Platform. XP may be earned through card usage, Collateral deposits, referrals, and other activities designated by XPlace from time to time. 8.2 XP has no monetary value, is not redeemable for cash, is not transferable, and does not constitute a financial instrument, security, investment product, or deposit. XP is a promotional loyalty benefit only. 8.3 XP may affect a User's weighting in any future XPlace Token Generation Event ("TGE"), if and when such event is conducted. AS OF THE EFFECTIVE DATE OF THESE TERMS, NO TOKEN HAS BEEN ISSUED, NO ALLOCATION HAS BEEN DETERMINED, NO LAUNCH DATE HAS BEEN ESTABLISHED, AND NO TGE STRUCTURE EXISTS. XPlace makes no representation, warranty, or commitment regarding the timing, structure, occurrence, value, or regulatory treatment of any future TGE or associated token. Any future token activities will be subject to separate terms and applicable regulatory requirements at the time of such event. 8.4 XPlace reserves the right to modify, suspend, claw back, or terminate the XP program at any time without prior notice and without obligation to compensate Users. XP earned through abuse, fraud, or manipulation of Platform systems will be forfeited. 8.5 XP carries no guaranteed value and should not be relied upon as the basis for any financial decision. XPlace expressly disclaims all liability arising from reliance placed on XP valuations, projections, or speculative value. *** ### 9. ACCEPTABLE USE POLICY 9.1 You agree to use the Platform solely for lawful purposes and in compliance with all applicable laws and regulations. You must not: * Use the Platform in any Prohibited Country or Restricted U.S. State as defined in Section 3; * Use the Platform for money laundering, terrorist financing, sanctions evasion, fraud, or any other illegal financial activity; * Attempt to circumvent, bypass, or manipulate KYC/AML verification procedures or compliance controls; * Manipulate or abuse the XP system, Cashback program, referral program, yield mechanics, or any other Platform feature; * Introduce malware, viruses, bots, scripts, or other harmful code to the Platform; * Attempt to gain unauthorized access to any Platform system, account, or data; * Reverse engineer, decompile, or attempt to extract source code from the Platform; * Use the Platform to transmit unsolicited communications or spam; * Impersonate XPlace, its employees, partners, or other users; * Create an undue or disproportionate load on Platform infrastructure; * Use the Platform in violation of applicable intellectual property laws; * Resell, sublicense, or provide unauthorized third-party access to the Platform. 9.2 XPlace reserves the right to investigate suspected violations and take any action it deems appropriate, including suspension or termination of access, clawback of benefits, and referral to law enforcement. *** ### 10. RISK DISCLOSURES **YOU ACKNOWLEDGE AND ACCEPT THAT USING THE PLATFORM INVOLVES SIGNIFICANT RISKS INCLUDING THOSE DESCRIBED BELOW. THIS LIST IS NOT EXHAUSTIVE. BY USING THE PLATFORM, YOU EXPRESSLY ACCEPT ALL RISKS ASSOCIATED WITH THIRD-PARTY PROTOCOL INTEGRATION, DIGITAL ASSET CUSTODY, SMART CONTRACT OPERATION, AND BLOCKCHAIN INFRASTRUCTURE.** #### 10.1 Market Risk Digital Assets are highly volatile. The value of your Digital Assets, Collateral, and Credit Mode position may fluctuate significantly and rapidly, resulting in partial or complete loss. Past performance is not indicative of future results. #### 10.2 Liquidation Risk If the value of your Collateral falls below the Protocol liquidation threshold, the Protocol smart contracts may automatically liquidate your Collateral without prior notice to XPlace or you. XPlace has no ability to predict, prevent, pause, or reverse Protocol-triggered liquidation events under any circumstances — including during a Protocol security incident, suspension of withdrawals, or third-party exploit. You are solely responsible for monitoring your collateral ratio and maintaining adequate overcollateralization at all times. #### 10.3 Protocol Exploit and Security Breach Risk THE DEFI PROTOCOLS INTEGRATED WITH THE PLATFORM ARE OPERATED BY INDEPENDENT THIRD PARTIES AND ARE SUBJECT TO THE RISK OF SECURITY EXPLOITS, HACKS, AND UNAUTHORIZED ASSET DRAINS. THESE MAY INCLUDE, WITHOUT LIMITATION: * Smart contract vulnerabilities, logic errors, or code exploits resulting in partial or total loss of assets held within the Protocol; * Multisignature wallet compromise, private key theft, or unauthorized transaction signing by parties with access to Protocol infrastructure; * Social engineering attacks, supply chain compromises, or insider threats targeting Protocol contributors or developers, including sophisticated multi-month coordinated operations by state-sponsored or organized criminal threat actors; * Zero-day exploits affecting development tools, code editors, repositories, or infrastructure used by Protocol contributors; * Front-end interface attacks, DNS hijacking, or deployment pipeline compromises redirecting transactions to malicious addresses; * Oracle manipulation, flash loan attacks, or economic exploits targeting Protocol liquidity mechanics. IN THE EVENT OF A PROTOCOL EXPLOIT OR SECURITY BREACH: (a) the Protocol may suspend deposits, withdrawals, and all user interactions without prior notice; (b) user assets held within the Protocol may be partially or fully drained, inaccessible, or permanently lost; (c) Protocol TVL may collapse, impairing or eliminating the value of your Collateral and Credit Mode positions; (d) automatic liquidations may be triggered as a result of Collateral value decline caused by the exploit; and (e) recovery of lost assets may be impossible, and restitution from the Protocol, XPlace, or any third party is not guaranteed. XPLACE IS NOT THE OPERATOR OF ANY THIRD-PARTY PROTOCOL AND HAS NO CONTROL OVER PROTOCOL SECURITY PRACTICES, PERSONNEL, DEVELOPMENT PROCESSES, OR INCIDENT RESPONSE. XPLACE CANNOT PREVENT, HALT, OR REMEDIATE A PROTOCOL EXPLOIT. XPLACE EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY LOSS ARISING FROM A PROTOCOL SECURITY INCIDENT, REGARDLESS OF CAUSE, INCLUDING EXPLOITS RESULTING FROM SOCIAL ENGINEERING, STATE-SPONSORED CYBERATTACKS, INSIDER THREATS, OR SUPPLY CHAIN COMPROMISES TARGETING PROTOCOL CONTRIBUTORS OR INFRASTRUCTURE. #### 10.4 Protocol Insolvency and Suspension Risk A third-party Protocol integrated with the Platform may become insolvent, cease operations, suspend functionality, or be subject to regulatory action at any time and without warning. In such event: (a) your assets in the Collateral may become temporarily or permanently inaccessible; (b) your Credit Mode position may be affected, including automatic Collateral liquidation; (c) XPlace may be unable to provide card spending functionality until Protocol access is restored or an alternative Protocol is integrated; and (d) XPlace shall have no liability for losses arising from Protocol insolvency, suspension, or cessation. XPlace's integration of a Protocol does not constitute an endorsement, guarantee, or warranty of that Protocol's solvency, security, or continued availability. #### 10.5 Third-Party Dependency Risk XPlace relies on third-party infrastructure including the Card Partner, DeFi Protocols, the Solana blockchain, oracles, bridges, node providers, and other service providers. Any of these may fail, be exploited, become unavailable, or be subject to regulatory action. XPlace is not liable for the failure, insolvency, downtime, security breach, or regulatory action affecting any third-party provider. XPlace does not control and cannot guarantee the continued availability, security, or integrity of any third-party infrastructure. #### 10.6 Blockchain and Network Risk Blockchain networks may experience congestion, forks, validator failures, consensus failures, outages, or other events that delay, prevent, or affect transactions. All confirmed on-chain transactions are final and irreversible. XPlace cannot reverse, cancel, or modify confirmed blockchain transactions under any circumstances. #### 10.7 Regulatory Risk The regulatory treatment of Digital Assets, DeFi protocols, and crypto financial services is uncertain and evolving. Changes in applicable laws may affect the legality, availability, structure, or economics of the Platform and its services. XPlace may modify, restrict, or terminate services at any time in response to regulatory developments, without liability to users. #### 10.8 No Financial Advice Nothing on the Platform constitutes financial, investment, legal, or tax advice. XPlace is not a registered investment advisor, broker-dealer, financial planner, or tax professional. You must consult qualified professional advisors before making any financial decisions related to Digital Assets or any Platform service. #### 10.9 No Guarantee of Yield Yield rates in the Collateral are determined by Protocol conditions, market liquidity, and supply and demand dynamics. Yield is not guaranteed and may be zero or negative. All yield rate references are indicative only. Yield generation depends on continued Protocol operation and may be immediately disrupted by a Protocol security incident or suspension. #### 10.10 Wallet and Key Security Risk You are solely responsible for the security of your private keys and wallet. Loss, theft, or compromise of your private keys will result in permanent and irreversible loss of your Digital Assets. XPlace cannot recover lost wallets, private keys, or seed phrases under any circumstances. #### 10.11 As-Is Platform THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. XPLACE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS. #### 10.12 No Obligation to Monitor Protocols XPlace has no obligation to continuously audit, monitor, or verify the security practices, personnel, governance, codebase, or operational integrity of any third-party Protocol. XPlace's decision to integrate a Protocol does not represent a security certification or endorsement of that Protocol's safety. XPlace may, at its sole discretion and without prior notice, remove, suspend, or replace any Protocol integration at any time in response to security concerns, regulatory requirements, or operational considerations. *** ### 11. INTELLECTUAL PROPERTY 11.1 All content, software, designs, graphics, trademarks, logos, and other intellectual property on or comprising the Platform ("XPlace IP") are owned by or licensed to Pontech Group L.L.C-FZ and protected by applicable law. These Terms do not grant you any right, title, or license in XPlace IP beyond the limited right to use the Platform as set forth herein. 11.2 XPlace grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for personal, non-commercial purposes in accordance with these Terms. 11.3 You must not reproduce, distribute, modify, create derivative works of, publicly display, or transmit any XPlace IP without prior written consent from XPlace. 11.4 You retain ownership of content you submit to the Platform. By submitting content, you grant XPlace a worldwide, royalty-free, perpetual license to use, store, and process such content to operate the Platform and comply with legal obligations. 11.5 Intellectual property infringement notices should be directed to . *** ### 12. KYC, AML, AND REGULATORY COMPLIANCE 12.1 XPlace and its partners are committed to compliance with applicable AML, counter-terrorist financing (CTF), KYC, and sanctions regulations. As a condition of Platform access, you must successfully complete identity verification and any ongoing monitoring required. 12.2 You consent to XPlace and its authorized partners: (a) collecting, processing, and retaining your identity documents and personal data for KYC/AML purposes; (b) conducting ongoing transaction monitoring; (c) sharing your information with regulatory authorities, law enforcement, and Card Partner entities as required by law; and (d) conducting enhanced due diligence triggered by risk indicators. 12.3 XPlace may freeze, restrict, or block your account, wallet interactions, or card without prior notice if: (a) suspicious activity is detected; (b) required by a regulatory or law enforcement authority; (c) your KYC information is incomplete, inaccurate, or expired; or (d) XPlace determines such action is necessary for compliance or security. 12.4 XPlace is not required to disclose the reason for any freeze or restriction where disclosure is prohibited by law, court order, or regulatory directive. 12.5 Failure to provide, update, or maintain KYC documentation upon request will result in service suspension. You must notify XPlace of any material change to your verification information. *** ### 13. PRIVACY AND DATA PROTECTION 13.1 XPlace processes personal data in accordance with its Privacy Policy, available at \[PRIVACY POLICY URL], incorporated into these Terms by reference. By using the Platform, you agree to the collection, use, and processing of your personal data as described therein. 13.2 XPlace collects personal data including identity documents, biometric KYC data, wallet addresses, transaction history, device information, and usage data, used to operate the Platform, comply with legal obligations, prevent fraud, and improve services. 13.3 Wallet addresses and on-chain transaction data are publicly visible on the blockchain. Blockchain data is immutable and cannot be deleted. XPlace is not responsible for the public nature of on-chain data. 13.4 XPlace implements commercially reasonable technical and organizational security measures to protect personal data. No system is perfectly secure, and XPlace does not guarantee absolute data security. 13.5 XPlace may transfer personal data internationally, including to the UAE and other jurisdictions, subject to appropriate safeguards described in the Privacy Policy. *** ### 14. THIRD-PARTY SERVICES AND LINKS 14.1 The Platform integrates with third-party services including the Card Partner, DeFi Protocols, blockchain networks, lifestyle benefit partners, and analytics providers. These services are subject to their own terms and privacy policies. XPlace does not control, endorse, or assume responsibility for third-party services. 14.2 Your interactions with third-party services are solely between you and the relevant third party. XPlace is not liable for any loss, damage, or dispute arising from your use of third-party services. 14.3 XPlace may receive compensation from third-party providers in connection with the Platform. Any material compensation arrangements will be disclosed as required by applicable law. *** ### 15. DISCLAIMER OF WARRANTIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL SERVICES, CONTENT, AND FUNCTIONALITY ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. XPLACE AND PONTECH GROUP L.L.C-FZ EXPRESSLY DISCLAIM ALL WARRANTIES INCLUDING: (A) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF ANY PLATFORM INFORMATION; (D) WARRANTIES REGARDING THE PERFORMANCE, SECURITY, OR AVAILABILITY OF ANY THIRD-PARTY PROTOCOL, SMART CONTRACT, CARD PARTNER, OR INTEGRATED SERVICE; AND (E) WARRANTIES REGARDING THE FUTURE VALUE, YIELD, OR RETURN OF ANY DIGITAL ASSET OR PROTOCOL INTERACTION. *** ### 16. LIMITATION OF LIABILITY **TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:** 16.1 IN NO EVENT SHALL XPLACE, PONTECH GROUP L.L.C-FZ, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, DIGITAL ASSETS, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO: (A) YOUR USE OF OR INABILITY TO USE THE PLATFORM; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ACCOUNT OR DIGITAL ASSETS; (C) ANY FAILURE, VULNERABILITY, EXPLOIT, OR BUG IN ANY THIRD-PARTY PROTOCOL OR SMART CONTRACT; (D) ANY PROTOCOL-TRIGGERED LIQUIDATION EVENT; (E) ANY ACTION OR INACTION OF ANY THIRD-PARTY SERVICE PROVIDER INCLUDING THE CARD PARTNER; OR (F) ANY OTHER MATTER RELATING TO THE PLATFORM, EVEN IF XPLACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 16.2 IN NO EVENT SHALL XPLACE'S OR PONTECH GROUP L.L.C-FZ'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM EXCEED THE LESSER OF: (A) TOTAL FEES ACTUALLY PAID BY YOU TO XPLACE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD 100). 16.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITIES. IN SUCH JURISDICTIONS, THE ABOVE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. NOTHING IN THESE TERMS LIMITS OR EXCLUDES XPLACE'S LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR DEATH OR PERSONAL INJURY CAUSED BY XPLACE'S NEGLIGENCE TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW. *** ### 17. INDEMNIFICATION 17.1 You agree to indemnify, defend, and hold harmless Pontech Group L.L.C-FZ, XPlace, and their respective officers, directors, employees, affiliates, agents, licensors, and service providers ("Indemnified Parties") from and against all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: * your use of the Platform or any Service; * your breach or alleged breach of these Terms; * your violation of any applicable law or regulation, including KYC/AML obligations, geographic restrictions, or sanctions; * your violation of any third-party rights, including intellectual property or privacy rights; * your Digital Assets, wallet, or on-chain activity; * any content or information you submit to the Platform; * any dispute between you and a third party arising from your use of the Platform. 17.2 XPlace reserves the right to assume exclusive control of defense of any matter subject to indemnification by you, in which case you agree to cooperate in asserting available defenses. You must not settle any claim imposing obligations on XPlace without XPlace's prior written consent. *** ### 18. SUSPENSION AND TERMINATION 18.1 XPlace may, in its sole discretion and without prior notice, suspend, restrict, or terminate your access to the Platform or any Service if: * you breach or violate any provision of these Terms; * XPlace suspects fraud, unauthorized access, or illegal activity associated with your account; * required by any regulatory authority, law enforcement agency, or court order; * your KYC information is incomplete, inaccurate, or expired, or you fail ongoing compliance requirements; * you are accessing the Platform from a Prohibited Country or Restricted U.S. State; * continued access poses a risk to Platform security, other users, or XPlace's compliance obligations; * required for maintenance, upgrades, or technical reasons. 18.2 You may terminate your account at any time by contacting and completing required offboarding, including repayment of all outstanding Credit Mode balances. 18.3 Upon suspension or termination: (a) your right to access the Platform immediately ceases; (b) all accrued XP, Cashback, and Membership benefits are forfeited; (c) you remain liable for all outstanding obligations including Credit Mode repayments and transaction fees; and (d) no refund of Membership fees is provided for unused subscription periods. 18.4 XPlace reserves the right to immediately suspend access to any Protocol integration, Collateral functionality, or Credit Mode functionality — without prior notice and without liability — in the event XPlace becomes aware of, or reasonably suspects, a security incident, exploit, insolvency event, or regulatory action affecting that Protocol. Such suspension may remain in effect until an alternative Protocol integration is established or XPlace determines that access may safely resume. No refund, compensation, or damages shall be owed to any user as a result of such a suspension. 18.5 Sections 10, 11, 15, 16, 17, 19, and all provisions that by their nature survive, shall survive termination of these Terms. 18.6 XPlace will retain personal data as required by applicable law, including AML record-keeping requirements. *** ### 19. GOVERNING LAW AND DISPUTE RESOLUTION #### 19.1 Governing Law These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of the United Arab Emirates, without regard to its conflict of law principles. #### 19.2 Informal Resolution Before initiating formal proceedings, you agree to contact XPlace at and attempt informal resolution for a period of thirty (30) days. If not resolved informally within thirty (30) days, either party may proceed to arbitration as set forth below. #### 19.3 Binding Arbitration ANY AND ALL DISPUTES, CONTROVERSIES, OR CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR THE SERVICES — INCLUDING DISPUTES REGARDING THEIR EXISTENCE, VALIDITY, BREACH, OR TERMINATION — SHALL BE EXCLUSIVELY REFERRED TO AND FINALLY RESOLVED BY BINDING ARBITRATION UNDER THE RULES OF THE DUBAI INTERNATIONAL ARBITRATION CENTRE ("DIAC"), WHICH RULES ARE INCORPORATED HEREIN BY REFERENCE. THE SEAT OF ARBITRATION SHALL BE DUBAI, UNITED ARAB EMIRATES. PROCEEDINGS SHALL BE CONDUCTED IN ENGLISH. THE ARBITRAL AWARD SHALL BE FINAL AND BINDING AND MAY BE ENFORCED IN ANY COURT OF COMPETENT JURISDICTION. #### 19.4 Class Action Waiver YOU AND XPLACE EACH AGREE THAT ANY CLAIM SHALL BE BROUGHT IN YOUR OR XPLACE'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL NOT HAVE AUTHORITY TO CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. #### 19.5 Exceptions Notwithstanding the foregoing, either party may seek emergency injunctive or other interim relief from a court of competent jurisdiction solely to prevent irreparable harm pending completion of arbitration. Such application shall not constitute a waiver of the right to arbitrate. *** ### 20. MISCELLANEOUS 20.1 **Entire Agreement.** These Terms and all documents incorporated by reference constitute the entire agreement between you and XPlace with respect to the Platform and supersede all prior agreements, understandings, and communications, whether oral or written. 20.2 **Severability.** If any provision of these Terms is found unlawful, void, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or if incapable of modification, severed. The remainder of these Terms shall continue in full force and effect. 20.3 **No Waiver.** XPlace's failure to enforce any right or provision of these Terms shall not constitute a waiver. A waiver of any default shall not constitute a waiver of any subsequent default. 20.4 **Assignment.** XPlace may freely assign or transfer these Terms or any of its rights or obligations, including in connection with a merger, acquisition, or sale of assets, without your consent. You may not assign or transfer your rights or obligations without XPlace's prior written consent. Any purported assignment by you in violation of this Section is void. 20.5 **Force Majeure.** XPlace shall not be liable for delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, regulatory changes, blockchain outages, DeFi protocol failures, cyberattacks, labor disputes, or failures of third-party service providers. 20.6 **Amendments.** XPlace may modify these Terms at any time with reasonable advance notice of material changes. Continued use of the Platform following the effective date of any amendment constitutes acceptance of the amended Terms. 20.7 **Notices.** Legal notices to XPlace must be sent to: Pontech Group L.L.C-FZ, Meydan Grandstand, 6th Floor, Meydan Road, Nad Al Sheba, Dubai, UAE, Attention: Legal Department; or by email to . XPlace may provide notices to you via the email address associated with your account or through the Platform interface. 20.8 **Language.** These Terms are drafted in English. In any conflict between an English version and any translation, the English version shall prevail. 20.9 **Headers.** Section headings are included for convenience only and shall not affect interpretation of these Terms. 20.10 **Relationship of Parties.** Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between you and XPlace. *** ### 21. CONTACT INFORMATION For legal notices, compliance inquiries, and formal disputes: **Pontech Group L.L.C-FZ** Meydan Grandstand, 6th Floor Meydan Road, Nad Al Sheba Dubai, United Arab Emirates Legal: General: Website: x.place © 2026 Pontech Group L.L.C-FZ. All rights reserved. --- # Agent Instructions This documentation is published with GitBook. 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