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suiUSDe Mint User Agreement

Last Updated: April 2026

This Mint User Agreement governs your relationship with suiUSDe Ltd. ("Issuer," "we," or "us") as a Mint User. By completing onboarding and becoming a Mint User, you agree to these terms, our Terms of Service, Privacy Policy, Cookie Policy, and Law Enforcement Policy.

Section 10 governs how this Agreement may be amended.

1. About suiUSDe and Mint User

suiUSDe is a U.S. dollar-denominated stablecoin issued by the Issuer. It represents stored value and does not constitute a claim, participation interest, or voting right in the Issuer or its affiliates.

Mint User Status. As a Mint User, you have completed Know-Your-Customer ("KYC") and Anti-Money Laundering ("AML") verification, completed onboarding, and been whitelisted by the Issuer. This status allows you to mint and redeem suiUSDe directly with the Issuer.

suiUSDe Reserves. suiUSDe is intended to be backed by a pool of U.S. dollar-denominated assets (the "suiUSDe Reserves") designed so that, under normal market conditions, the aggregate value equals or exceeds the aggregate notional amount of suiUSDe in circulation. The suiUSDe Reserves consist primarily of USDe, and other assets used to support suiUSDe, held with institutional custodians in accounts separate from the Issuer's own operating assets. The composition and value of the suiUSDe Reserves may fluctuate over time, and the Issuer does not guarantee that the value of the suiUSDe Reserves will always equal the notional amount of suiUSDe in circulation. suiUSDe is not designed to generate returns for holders or increase in value.

Third-Party Issuers. Certain assets comprising the suiUSDe Reserves, including USDe, are issued by independent third-party issuers that are not controlled by, affiliated with, or agents of the Issuer. The Issuer is not liable or responsible for any losses arising from acts, omissions, failures, insolvency, or misconduct of such third-party issuers, including but not limited to:

  • any loss, diminution, or impairment of the reserves backing such third-party assets;
  • any failure by such third-party issuers to honor redemption requests;
  • any regulatory action affecting such third-party issuers; or
  • any other event or circumstance relating to such third-party issuers.

You acknowledge and accept that by holding or transacting in suiUSDe, you bear the risk of any adverse events affecting third-party issued assets within the suiUSDe Reserves.

No Custody or Fiduciary Relationship. The Issuer does not provide custody, trust, or fiduciary services. suiUSDe held in your wallet is under your sole control and responsibility.

2. Eligibility & Compliance

Entity Representations. By registering as a Mint User on behalf of an entity, you represent that:

  • the entity is duly organized and validly existing under applicable laws;
  • you are duly authorized to act on its behalf; and
  • neither the entity nor any affiliate has been previously suspended or removed from the Issuer services.

General Requirements. By becoming a Mint User, you represent and warrant that you:

  • are at least 18 years old;
  • are not a Restricted Person and are not acting on behalf of a Restricted Person;
  • will comply with all applicable laws, including AML, counter-terrorist financing ("CTF"), and sanctions requirements;
  • will not use suiUSDe for any illegal activity; and
  • all information provided during registration is true, accurate, and complete.

Restricted Persons. A "Restricted Person" is any person that is:

  • named on any sanctions list maintained by the U.S. Department of the Treasury (including OFAC's SDN List, Sectoral Sanctions List, and Foreign Sanctions Evaders List), the U.S. Department of State, the U.S. Department of Commerce, EU Consolidated List, UK HM Treasury Consolidated List, MAS Lists, or UN Security Council Sanctions List;
  • located, organized, or resident in a Restricted Territory; or
  • owned or controlled by any such person.

Restricted Territories. The following jurisdictions are Restricted Territories: Abkhazia, Afghanistan, Angola, Belarus, Burundi, Central African Republic, Congo, Cuba, Crimea, Ethiopia, Guinea-Bissau, Iran, Ivory Coast, Lebanon, Liberia, Libya, Mali, Burma (Myanmar), Nicaragua, North Korea, Northern Cyprus, Russia, Somalia, Somaliland, South Ossetia, South Sudan, Sudan, Syria, Ukraine (Donetsk and Luhansk regions), United States, Venezuela, Yemen, and Zimbabwe.

Ongoing Verification. The Issuer may request additional information or Enhanced Due Diligence at any time. Failure to provide requested information may result in suspension or termination of your Mint User status.

3. Mint User Services

Scope. The Issuer provides Mint Users with the following services:

  • Minting: Issuing suiUSDe in exchange for USDC or other accepted assets.
  • Redemption: The Issuer commits to redeem suiUSDe for supported assets for the same notional value relating to the redeemed suiUSDe’s pro rata portion of the suiUSDe Reserves, less any applicable fees and blockchain transaction costs.

All services are subject to whitelisting, compliance requirements, and the Issuer's discretion.

Wallet Whitelisting. You must designate wallet addresses for whitelisting during onboarding. Minting and redemption are only available through whitelisted wallets.

Additional Users. You may designate additional users at your organization to access your Mint User profile. Such Additional Users are subject to the Issuer's approval and must agree to this Agreement. You remain responsible for all activities conducted by Additional Users.

Fees. The Issuer may charge fees for minting, redemption, or other services. Applicable fees will be disclosed prior to transaction confirmation. You are also responsible for:

  • blockchain network fees (gas fees);
  • any fees charged by your financial institution; and
  • any other applicable transaction costs.

Transaction Limits. The issuer may establish limits on the size or number of transactions during any specified time period.

Service Availability. The Issuer does not guarantee that minting or redemption will always be available. The Issuer reserves the right to change, suspend, or discontinue any service without prior notice.

4. Technical Matters

Supported Blockchains. suiUSDe operates on blockchain networks designated by the Issuer ("Supported Blockchains"). The Issuer has no ability or obligation to prevent attacks on, or resolve issues with, any Supported Blockchain.

Irreversibility. Blockchain transactions are irreversible. Once initiated, a transaction cannot be recalled or reversed. If you send suiUSDe to an incorrect address, you may permanently lose access to those funds.

Forks, Copies, and Wrappers. Due to the decentralized nature of blockchain technology:

  • Third parties may create alternative versions of suiUSDe on supported or unsupported blockchains ("copies") or assets purporting to be collateralized by suiUSDe ("wrappers"). The Issuer does not support any such copies or wrappers and assumes no responsibility for any losses resulting from their use.
  • In the event of a blockchain fork, the Issuer may suspend all suiUSDe activities until it determines, in its sole discretion, which fork (if any) to support. Such suspension may occur with little or no warning.

Smart Contract Modifications. The Issuer reserves the right to migrate suiUSDe to another blockchain or protocol. Upon request, you agree to take reasonable actions to effectuate such migration.

Security Responsibility. You are responsible for:

  • maintaining the confidentiality of all passwords, private keys, and access codes;
  • securing your wallet and devices;
  • notifying the Issuer immediately of any unauthorized access; and
  • enabling all available security features.

The Issuer is not liable for losses arising from your failure to protect your credentials or private keys.

Downtime. During periods of suspension or technical issues, you will not be able to mint, redeem, send, or receive suiUSDe. The Issuer bears no responsibility for losses during such periods.

5. Prohibited Conduct

You agree not to use suiUSDe or Mint User Services to:

  • violate any applicable law or regulation;
  • engage in fraud, deception, or misrepresentation;
  • launder money or finance terrorism;
  • transact with Restricted Persons or in Restricted Territories;
  • deal in illegal goods or services, including controlled substances (unless properly licensed), weapons, or counterfeit goods;
  • engage in unlicensed gambling or money transmission;
  • participate in Ponzi schemes, pyramid schemes, or similar fraudulent arrangements;
  • engage in market manipulation, wash trading, front-running, or insider trading;
  • purchase goods from darknet markets or illegal marketplaces;
  • infringe intellectual property rights;
  • attempt unauthorized access to the Issuer systems or collect information from other users;
  • transmit malicious software;
  • use the Services on behalf of any third party without authorization; or
  • engage in any other activity that the Issuer communicates as prohibited.

Consequences. Violation of these prohibitions may result in immediate suspension or termination of your Mint User status, freezing of associated suiUSDe, reporting to authorities, and forfeiture of assets otherwise eligible for redemption.

6. Risk Disclosures

No Investment Advice. The Issuer does not provide investment, tax, or legal advice. You should consult appropriate professionals regarding your specific situation.

Market Risks

  • No Price Guarantee: While the Issuer generally aims to mint and redeem at a 1:1 ratio with USD, this is not guaranteed. The price on third-party platforms may fluctuate.
  • Third-Party Platforms: The Issuer does not control or endorse third-party platforms. Availability on any platform does not imply endorsement.
  • Reserve Fluctuation: The value of suiUSDe Reserves may fluctuate due to market conditions affecting the underlying assets.

Third-Party Asset Risks

  • Third-Party Issuer Risk: USDe and other third-party assets in the suiUSDe Reserves are subject to the creditworthiness, operational capability, and regulatory compliance of their respective issuers. The Issuer has no control over these third parties.
  • Reserve Losses: If a third-party issuer experiences losses, insolvency, regulatory action, or operational failure, this may adversely affect the suiUSDe Reserves and, consequently, the value or redeemability of suiUSDe.
  • No Recourse: You have no direct claim against third-party issuers and cannot require the Issuer to make you whole for losses attributable to third-party issuer failures.

Technical Risks

  • Blockchain Risks: The Issuer cannot prevent or mitigate blockchain attacks, bugs, or failures.
  • Operational Challenges: The Issuer may experience cyber-attacks, technical difficulties, or service interruptions.
  • Cross-Chain Operations. suiUSDe may be transferred across different blockchain networks using bridge infrastructure or cross-chain messaging protocols. Such cross-chain transfers may experience delays, failures, or increased costs due to factors beyond the Issuer's control, including network congestion, bridge capacity limitations, or differing finality times between blockchains. The Issuer is not responsible for delays, failures, or losses arising from cross-chain infrastructure or bridge operations.

Regulatory Risks

  • Regulatory Uncertainty: The regulatory status of stablecoins is unclear in many jurisdictions. Legislative or regulatory changes may adversely affect suiUSDe.
  • Compliance Responsibility: You are solely responsible for complying with applicable laws in your jurisdiction.
  • No Deposit Insurance: suiUSDe is not insured by the FDIC, SIPC, FSCS, or any similar deposit protection scheme.

Operational Risks

  • Blocked Addresses: The Issuer may freeze suiUSDe associated with addresses involved in illegal activity or Terms violations.
  • Governmental Requests: The Issuer may be required to freeze, disclose information about, or surrender suiUSDe pursuant to valid governmental or legal process.

7. Intellectual Property

The Issuer grants you a limited, non-exclusive, non-transferable license to access and use the Mint User Services solely for approved purposes. All other use is prohibited. "suiUSDe," "esuidollar.io," and related logos are trademarks of the Issuer or its licensors. You may not copy, imitate, or use them without prior written consent. All right, title, and interest in the Issuer website, Services, and related content is the exclusive property of the Issuer and its licensors.

8. Privacy & Communications

Privacy. The Issuer is committed to protecting your personal information. Please review our Privacy Policy for details on how your information is collected, stored, protected, and used.

Electronic Communications. By agreeing to this Agreement, you consent to receive all communications electronically, including:

  • legal and regulatory disclosures;
  • notices regarding this Agreement, Terms of Service, Privacy Policy, or Law Enforcement Policy;
  • transaction-related communications; and
  • responses to claims or support requests.

9. Limitation of Liability & Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ISSUER AND ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING FROM:

  • your use or inability to use suiUSDe or Mint User Services;
  • unauthorized access to or alteration of your data;
  • any third-party conduct or content;
  • actions or omissions of third-party asset issuers; or
  • any other matter related to suiUSDe or Mint User Services.

THE AGGREGATE LIABILITY OF THE ISSUER ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED USD 100.

No Warranty. suiUSDe AND MINT USER SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE ISSUER DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Indemnification. You agree to indemnify and hold harmless the Issuer, its affiliates, and their officers, directors, agents, and employees from any claims, demands, losses, or expenses (including reasonable attorneys' fees) arising from:

  • your breach of this Agreement;
  • your violation of any law or regulation; or
  • your use of suiUSDe or Mint User Services.

Disputes with Others. If you have a dispute with other users or third parties, you release the Issuer and its affiliates from all related claims and damages.

10. Modifications & Termination

Amendments. The Issuer may amend this Agreement at any time by posting the revised version with an updated date. Changes become effective when you first access or use Mint User Services after posting. For material changes, the Issuer will provide prior notice via the website.

Suspension & Termination by the Issuer. The Issuer may suspend or terminate your Mint User status at any time for:

  • violation of this Agreement;
  • failure to complete verification or provide requested information;
  • suspected fraud or illegal activity;
  • inactivity;
  • court order or regulatory requirement; or
  • any other reason in the Issuer's sole discretion.

Effect of Termination. Upon termination:

  • you will no longer have access to Mint User Services;
  • The Issuer may cancel pending transactions;
  • you remain liable for all activity conducted while your status was active; and
  • provisions that by their nature should survive (including Sections 6, 7, 9, and 11) will remain in effect.

11. General Provisions

Governing Law. This Agreement is governed by the laws of the British Virgin Islands.

Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement (a "Claim") will be finally resolved by arbitration administered by the BVI International Arbitration Center ("BVI IAC") under the UNCITRAL Arbitration Rules. The seat of arbitration will be the British Virgin Islands, the language will be English, and there will be one arbitrator.

Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS ONLY AND NOT AS PART OF ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU AND THE ISSUER WAIVE ANY RIGHT TO PARTICIPATE IN SUCH PROCEEDINGS.

Taxes. You are solely responsible for determining and paying any taxes arising from your use of suiUSDe. The issuer will maintain transaction records as required by applicable law.

Force Majeure. The Issuer is not liable for failures or delays caused by circumstances beyond its reasonable control, including natural disasters, acts of terrorism, government actions, power failures, pandemics, or internet disturbances.

Assignment. You may not assign this Agreement without the Issuer's consent. The Issuer may assign this Agreement freely without notice.

Third-Party Content. The Issuer website may contain links to third-party content. Such links do not constitute endorsement, and the Issuer is not liable for losses from reliance on third-party content.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and remaining provisions will remain in effect.

Entire Agreement. This Agreement, together with the Terms of Service, Privacy Policy, Cookie Policy, and Law Enforcement Policy, constitutes the entire agreement between you and the Issuer regarding your status as a Mint User.

12. E-Sign Consent

Your consent to electronic delivery is required to become a Mint User. You may withdraw consent at any time by written request to the Issuer, but doing so will result in termination of your Mint User status.

Hardware Requirements. To receive electronic communications, you must have:

  • a valid email address;
  • a device with internet access and a current web browser supporting 128-bit encryption with cookies enabled; and
  • the ability to print or save documents.

Updating Information. You are responsible for maintaining accurate contact information with the Issuer.

Communications in Writing. Electronic communications are considered "in writing" and are deemed received within 24 hours of posting or sending.

13. Contact

Contact the Issuer at notices@suiusdebvi.com to report Terms violations, ask questions about Mint User Services, or request termination of your Mint User status.