Terms of Service Agreement

These Terms of Service (the "Terms") govern your access to and use of the websites, portals, dashboards, account management tools, software modules, transaction-support tools, member interfaces, and related services made available by Vanguard International Systems, Corp. and its affiliates, successors, assigns, distributors, or authorized service providers, as applicable ("Vanguard," the "Company," "we," "us," or "our").

The words "you" and "your" mean the person, company, entity, representative, account holder, member, licensee, visitor, or user accessing or using the Services. If you access or use the Services on behalf of a company, trust, fund, institution, government entity, distributor, professional client, or other legal entity, you represent that you have authority to bind that entity to these Terms.

By accessing, registering for, or using the Services, you agree to be bound by these Terms, the Privacy Policy, any applicable account agreement, subscription agreement, license agreement, onboarding documentation, fee schedule, compliance requirements, and any additional terms that apply to a particular product, account type, module, transaction, or program.

Vanguard provides private software-as-a-service infrastructure designed to support member account management, real-asset digitization, tokenization records, transaction management, interchange functions, compliance workflows, internal ledger functions, settlement coordination, reporting, and related administrative tools.

Vanguard's platform is intended to operate as private software infrastructure. Unless expressly stated in a separate written agreement signed by Vanguard, Vanguard does not act as a bank, broker-dealer, investment adviser, commodity trading adviser, exchange, money transmitter, trustee, escrow agent, custodian, insurer, fiduciary, tax adviser, or legal adviser.

Specific products, account types, tokenized assets, real-asset-backed units, payment programs, custody arrangements, escrow arrangements, professional accounts, distributor arrangements, or enterprise integrations may be subject to separate agreements, disclosures, compliance approvals, fee schedules, and operating rules.

You must be at least eighteen (18) years old, or the age of legal majority in your jurisdiction if higher, to access or use the Services. By registering, you represent that all information you provide is accurate, current, complete, and not misleading.

You agree to promptly update your account information and maintain a valid email address, telephone number, physical address, business address, tax identification information, beneficial ownership information, and other information requested during onboarding or ongoing compliance review.

Vanguard may reject, delay, suspend, restrict, or terminate any registration, account, access request, transaction request, or service request if Vanguard determines, in its sole discretion, that the information provided is incomplete, inaccurate, unverifiable, suspicious, misleading, fraudulent, or inconsistent with Vanguard's compliance, risk, legal, operational, or business standards.

You agree to complete all onboarding, identity verification, know-your-customer ("KYC"), know-your-business ("KYB"), anti-money laundering ("AML"), source-of-funds, source-of-wealth, sanctions screening, beneficial ownership, tax, risk, and other compliance procedures required by Vanguard or its service providers.

You represent and warrant that neither you nor any beneficial owner, control person, authorized user, affiliate, sender, recipient, counterparty, or related party is located in, organized under the laws of, or ordinarily resident in any sanctioned or prohibited jurisdiction, or is subject to any sanctions, watchlist, prohibition, restriction, or designation administered by any applicable governmental authority.

Vanguard may monitor accounts, activity, transactions, messages, documents, login patterns, counterparties, wallets, balances, transfers, assets, invoices, payment instructions, IP addresses, and other activity for compliance, fraud prevention, security, risk management, and legal purposes.

Vanguard may refuse, delay, reverse, block, freeze, hold, investigate, report, suspend, terminate, or restrict access to the Services or any transaction if Vanguard believes such action is required or advisable for legal, compliance, sanctions, AML, fraud, security, court order, regulator, law-enforcement, or risk-management reasons.

Vanguard may offer individual, joint, trust, enterprise, business, professional, distributor, developer, institutional, government, or other account types and membership levels. Each account type may have separate eligibility criteria, onboarding requirements, transaction limits, features, fees, permissions, and restrictions.

Professional accounts, distributor accounts, enterprise accounts, developer accounts, or institutional accounts may require separate license agreements, service agreements, implementation agreements, compliance manuals, fee schedules, technical integration documents, and operating procedures.

If there is a conflict between these Terms and a separate written agreement signed by Vanguard for a specific account type, transaction, license, professional account, distributor account, or enterprise implementation, the more specific signed agreement will control solely with respect to that subject matter.

You are responsible for all activity that occurs through your account, including activity by your officers, employees, agents, contractors, authorized users, administrators, representatives, and any person who gains access through your credentials or systems.

You must maintain the confidentiality of all usernames, passwords, authentication codes, API keys, private credentials, administrative privileges, and security controls. You must immediately notify Vanguard of any suspected unauthorized access, compromise, loss of credentials, fraud, error, suspicious activity, or security incident.

You agree to maintain commercially reasonable cybersecurity controls, including secure passwords, access controls, multi-factor authentication where available, internal approval procedures, device security, system updates, malware protection, and restrictions on unauthorized users.

You may upload, submit, store, transmit, publish, display, or provide information, documents, transaction data, identity documents, corporate documents, tax forms, financial information, asset information, payment instructions, images, files, messages, and other materials through the Services ("User Content").

You remain responsible for all User Content and represent that you have all rights, consents, authorizations, and legal bases required to provide such User Content to Vanguard and permit Vanguard to process, store, use, transmit, reproduce, display, and disclose such User Content as necessary to provide the Services, comply with law, manage risk, enforce agreements, and protect the platform.

You grant Vanguard a non-exclusive, worldwide, royalty-free, transferable, sublicensable license to use, reproduce, host, store, back up, process, transmit, display, adapt, analyze, and otherwise use User Content solely as reasonably necessary to provide, maintain, secure, improve, audit, support, and enforce the Services and comply with applicable law.

You may not use the Services for any unlawful, fraudulent, deceptive, abusive, manipulative, harmful, unauthorized, or high-risk purpose. Without limiting the foregoing, you may not use the Services to:

• Violate any local, state, federal, foreign, or international law, rule, regulation, order, sanctions program, or compliance requirement; • Engage in money laundering, terrorist financing, fraud, tax evasion, sanctions evasion, market manipulation, bribery, corruption, trafficking, illegal gambling, illegal securities activity, or any other prohibited activity; • Upload, transmit, or distribute malware, viruses, worms, malicious code, spyware, ransomware, or harmful software; • Misrepresent your identity, authority, beneficial ownership, source of funds, source of wealth, asset ownership, transaction purpose, or relationship with any person or entity; • Infringe, misappropriate, or violate any intellectual property, privacy, publicity, confidentiality, contractual, fiduciary, or proprietary right; • Harvest, scrape, collect, sell, rent, disclose, or misuse personal information or platform data without authorization; • Interfere with, disrupt, overload, reverse engineer, decompile, disassemble, bypass, test, scan, probe, or compromise the Services, platform security, systems, networks, or APIs; • Create false accounts, evade restrictions, circumvent transaction limits, bypass onboarding, or assist any person in doing so; • Use the Services to transmit unlawful, defamatory, abusive, threatening, obscene, hateful, discriminatory, harassing, sexually explicit, or otherwise objectionable content.

The Services may enable or support the creation, recording, display, administration, transfer, settlement coordination, reporting, or management of digital records, tokenized records, asset-backed units, member balances, transaction records, internal ledger entries, or other platform records associated with real assets, fiat balances, receivables, commodities, real estate, gold, or other assets.

Any such record is subject to the specific documents, custody arrangements, issuer rules, redemption rules, asset documentation, escrow instructions, disclosures, risk factors, regulatory approvals, account permissions, and separate agreements applicable to that program or asset.

Unless expressly stated in a separate signed agreement, platform records are not bank deposits, are not insured by the FDIC, SIPC, or any governmental deposit insurance program, and do not create guaranteed liquidity, guaranteed redemption, guaranteed value, guaranteed profit, or guaranteed market availability.

You acknowledge that assets, tokenized records, real-asset-backed units, member balances, or transaction records may be subject to legal, regulatory, market, custody, redemption, operational, pricing, liquidity, valuation, counterparty, technology, settlement, and compliance risks.

Vanguard does not provide investment advice, legal advice, tax advice, accounting advice, brokerage advice, financial planning advice, or fiduciary advice through the Services. Any information displayed through the Services is provided for general informational, administrative, operational, or platform-support purposes only.

You are solely responsible for evaluating the legal, tax, accounting, financial, regulatory, custody, valuation, and investment consequences of any account, transaction, asset, tokenized record, transfer, redemption, purchase, sale, or participation in any program.

You should consult your own legal, tax, accounting, investment, compliance, and financial advisers before using the Services or participating in any transaction, asset program, tokenization program, professional account, distributor program, or enterprise implementation.

Certain Services may require setup fees, subscription fees, platform fees, transaction fees, licensing fees, maintenance fees, implementation fees, professional account fees, data fees, payment processing fees, custody-related fees, third-party fees, or other charges disclosed during onboarding, in a fee schedule, in an order form, or in a separate agreement.

If you purchase a subscription, your subscription will begin when your initial payment is processed and will automatically renew at the applicable billing interval unless canceled in accordance with the applicable cancellation procedure.

You authorize Vanguard and its payment processors to charge all applicable fees, taxes, and charges using your selected payment method. You are responsible for all taxes, duties, levies, withholdings, bank charges, currency conversion costs, network costs, payment processor charges, and third-party costs associated with your use of the Services.

Chargebacks, returned payments, failed payments, unauthorized payment claims, payment disputes, or unpaid fees may result in account suspension, transaction delays, termination, collection activity, or recovery of costs and attorneys' fees.

The Services, platform, software, source code, object code, workflows, designs, interfaces, dashboards, modules, documentation, content, trademarks, service marks, logos, trade names, know-how, business methods, reports, layouts, graphics, copy, templates, tools, and all related intellectual property are owned by Vanguard or its licensors and are protected by applicable intellectual property laws.

Subject to your compliance with these Terms and any applicable agreement, Vanguard grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for your authorized internal or personal purposes.

You may not copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, distribute, resell, rent, lease, sublicense, publish, frame, scrape, deep link, create derivative works from, or commercially exploit the Services except as expressly permitted in a written agreement signed by Vanguard.

If you provide ideas, suggestions, concepts, improvements, proposals, feedback, comments, or other submissions relating to Vanguard, the Services, platform features, products, workflows, business models, designs, or documentation ("Feedback"), you grant Vanguard a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable right to use, reproduce, modify, adapt, publish, distribute, commercialize, and otherwise exploit such Feedback without restriction, attribution, approval, or compensation.

Do not submit confidential, proprietary, or sensitive business ideas unless a separate written confidentiality agreement signed by Vanguard applies.

Vanguard's collection, use, storage, disclosure, and protection of personal information are described in Vanguard's Privacy Policy, as updated from time to time. The Privacy Policy is incorporated into these Terms by reference.

By using the Services, you consent to the collection, processing, storage, transfer, and disclosure of information in the United States and any other jurisdiction where Vanguard, its affiliates, service providers, or infrastructure providers operate, subject to applicable law and the Privacy Policy.

If you provide personal information about another person, you represent that you have all required notices, consents, authorizations, and legal bases to do so and that such information is accurate and lawfully provided.

The Services may include or connect to third-party websites, software, APIs, payment processors, banks, custodians, escrow agents, card issuers, identity verification providers, compliance vendors, data providers, cloud services, analytics providers, communication providers, or other third-party products and services.

Vanguard does not control and is not responsible for third-party services, third-party content, third-party terms, third-party privacy practices, third-party fees, third-party outages, third-party delays, or third-party errors. Your use of third-party services may be subject to separate agreements between you and the applicable third party.

Links or integrations do not constitute endorsement, guarantee, sponsorship, partnership, or assumption of liability by Vanguard unless expressly stated in a separate written agreement.

Vanguard may modify, suspend, discontinue, upgrade, replace, limit, or change any part of the Services, features, content, accounts, access levels, modules, integrations, documentation, or pricing at any time, subject to any separate signed agreement.

Vanguard does not guarantee that the Services will be uninterrupted, error-free, secure, available in every jurisdiction, compatible with every system, or free from delays, failures, viruses, cyber incidents, data loss, or other harmful components.

The Services may be unavailable due to maintenance, upgrades, outages, force majeure events, internet disruptions, third-party failures, cyber events, legal restrictions, compliance reviews, fraud prevention, or operational issues.

Vanguard may suspend, restrict, disable, freeze, terminate, or refuse access to any account, user, transaction, asset record, service, feature, module, or platform function at any time if Vanguard determines, in its sole discretion, that such action is necessary or advisable for legal, compliance, security, fraud, operational, credit, reputational, risk-management, nonpayment, sanctions, or business reasons.

You may stop using the Services at any time, subject to any fees, obligations, account closure procedures, transaction settlement procedures, record retention requirements, and separate agreements that apply.

Upon termination, your right to access the Services will end, but provisions relating to intellectual property, fees, taxes, compliance, user content, confidentiality, disclaimers, limitation of liability, indemnification, governing law, dispute resolution, and any other provisions intended to survive will survive.

Vanguard respects intellectual property rights and may remove or disable content alleged to infringe copyrights or other rights. If you believe material available through the Services infringes your copyright, you may submit a notice under the Digital Millennium Copyright Act ("DMCA") to Vanguard's designated agent.

DMCA notices should identify the copyrighted work, identify the allegedly infringing material with sufficient detail, include your contact information, include a good-faith statement, include a statement under penalty of perjury that the information is accurate and that you are authorized to act, and include your physical or electronic signature.

Designated Agent Email: info@vanguardinternationalsystems.com

You may receive non-public information relating to Vanguard, the Services, platform operations, pricing, technical documentation, security procedures, business processes, customers, partners, counterparties, or transactions. You agree to protect such information from unauthorized use or disclosure and to use it only as permitted by Vanguard.

This confidentiality obligation does not apply to information that becomes public through no fault of yours, was lawfully known to you before disclosure, is lawfully received from a third party without restriction, or is independently developed without use of Vanguard confidential information.

You agree to indemnify, defend, and hold harmless Vanguard, its affiliates, officers, directors, managers, employees, contractors, representatives, licensors, service providers, business partners, successors, and assigns from and against any claims, damages, losses, liabilities, penalties, fines, costs, expenses, and attorneys' fees arising out of or relating to:

• Your access to or use of the Services; • Your User Content, transactions, instructions, assets, accounts, or counterparties; • Your violation of these Terms or any applicable agreement; • Your violation of any law, regulation, sanctions program, third-party right, or compliance requirement; • Your fraud, negligence, misconduct, misrepresentation, unauthorized activity, or security failure; • Any activity conducted through your account or credentials.

THE SERVICES, SITE, PLATFORM, CONTENT, DOCUMENTATION, THIRD-PARTY CONTENT, INTEGRATIONS, DATA, REPORTS, TRANSACTION RECORDS, AND RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, VANGUARD DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, RELIABILITY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Vanguard does not warrant that the Services will meet your requirements, produce any particular result, prevent loss, provide liquidity, guarantee redemption, generate returns, satisfy regulatory obligations, or remain available without interruption, delay, error, cyber incident, or data loss.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VANGUARD AND ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, LICENSORS, SERVICE PROVIDERS, BUSINESS PARTNERS, SUCCESSORS, AND ASSIGNS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, ENHANCED, OR LOST-PROFIT DAMAGES, INCLUDING LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF USE, INTERRUPTION, SECURITY INCIDENTS, MARKET LOSSES, VALUATION LOSSES, LIQUIDITY LOSSES, OR COST OF SUBSTITUTE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VANGUARD'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO VANGUARD FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or your use of the Services will be governed by the laws of the State of Florida, United States of America, without regard to conflict-of-law rules.

Unless a separate signed agreement provides otherwise, you agree that any action arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, or the United States District Court for the Southern District of Florida, as applicable. You consent to personal jurisdiction and venue in those courts.

You consent to receive notices, disclosures, communications, agreements, statements, confirmations, receipts, records, and other information electronically, including by email, portal notice, in-platform message, website posting, or other electronic means.

You agree that electronic signatures, click-through acceptance, checkbox acceptance, login acceptance, continued use, and other electronic manifestations of assent are valid, binding, and enforceable.

You are responsible for maintaining current contact information and for reviewing all notices sent or made available to you.

You agree to comply with all applicable export control, sanctions, anti-boycott, import, technology transfer, and international trade laws. You may not access, use, export, re-export, transfer, or provide the Services in violation of such laws or in any prohibited jurisdiction.

Vanguard makes no representation that the Services are appropriate or available in every jurisdiction. Accessing the Services from a jurisdiction where the Services are unlawful or restricted is prohibited.

Vanguard may update these Terms from time to time. The updated Terms will be posted on the applicable website, portal, or platform, and the "Last Updated" date will be revised. Unless otherwise required by law or stated by Vanguard, updated Terms become effective when posted.

Your continued access to or use of the Services after updated Terms are posted means you accept the updated Terms. If you do not agree to the updated Terms, you must stop using the Services.

These Terms, together with the Privacy Policy and any applicable account agreement, license agreement, order form, fee schedule, operating rules, or supplemental terms, constitute the entire agreement between you and Vanguard regarding the subject matter addressed herein.

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

Vanguard's failure to enforce any provision will not constitute a waiver. You may not assign these Terms without Vanguard's prior written consent. Vanguard may assign these Terms in connection with a merger, acquisition, restructuring, sale of assets, financing, corporate transaction, or by operation of law.

Headings are for convenience only and do not affect interpretation.

Legal notices to Vanguard should be sent to: info@vanguardinternationalsystems.com