Terms of Service

Part A. General Terms

1. Who we are and what these Terms cover

1.1 These Terms of Service ("Terms") are a binding agreement between you and Tharwa Global Holdings Ltd, a company incorporated in the British Virgin Islands with company number 2193214 and registered office at Keyway Chambers, 3rd floor, Quastisky building, Road Town, Tortola, British Virgin Islands ("Tharwa", "we", "us"). Tharwa is the sole contracting party. No other person, affiliate or associated entity is a party to these Terms or has any obligation to you under them.

1.2 These Terms govern your access to and use of the website at tharwa.finance, the application at app.tharwa.finance, the documentation published by Tharwa, and any other website, interface, application or documentation that Tharwa operates and identifies as governed by these Terms (together, the "Interface").

1.3 The Interface provides a means of accessing certain smart contracts deployed on public blockchains (the "Protocol"). The Protocol operates autonomously according to its code. Tharwa develops and maintains the Interface but does not control the execution of transactions on the Protocol, cannot reverse them, and does not hold, custody or have access to your assets at any time.

1.4 The products made available through the Interface are described in Part B. Product-specific terms in Part B apply in addition to these general Terms. Where they conflict, the product-specific terms prevail for that product.

2. Acceptance

2.1 You accept these Terms by confirming acceptance through the Interface before your first transaction, and again whenever the Terms are updated and re-acceptance is requested. Tharwa records the version accepted, the wallet address by which it was accepted, and the time of acceptance.

2.2 If you do not accept these Terms you must not use the Interface. Continued use of the Interface after an update constitutes acceptance of the updated Terms, but Tharwa will in any event request express re-acceptance for material changes.

2.3 You confirm that you are at least 18 years of age and have full legal capacity to enter into these Terms. This age requirement applies regardless of the age of majority in your jurisdiction of residence.

3. Restricted Persons and Restricted Jurisdictions

3.1 The Interface and the Protocol are not offered to, and may not be accessed or used by, any Restricted Person. A "Restricted Person" is any person who is located in, resident in, incorporated in, or a citizen of a Restricted Jurisdiction; any person acting on behalf of a person in a Restricted Jurisdiction; any person subject to sanctions administered by the United Nations, the United States, the United Kingdom, the European Union or the British Virgin Islands; and any person to whom Tharwa is otherwise prohibited by applicable law from providing the Interface.

3.2 The Restricted Jurisdictions are set out in Schedule 1. Tharwa may amend Schedule 1 at any time and without notice where required by law or regulatory development. The version of Schedule 1 published on the Interface at the time of any access is the operative version.

3.3 By using the Interface you represent and warrant, on each occasion of use, that you are not a Restricted Person, that you are not accessing the Interface from a Restricted Jurisdiction, and that you are not using any virtual private network, proxy or other means to disguise your location or circumvent any restriction implemented by Tharwa.

3.4 Tharwa implements technical measures to restrict access from Restricted Jurisdictions. Those measures are not a substitute for your obligations under this section, and Tharwa's failure to detect or block any access does not waive any restriction or make any offer to a Restricted Person.

3.5 Tharwa does not market, promote or direct the Interface or the Protocol at persons in any Restricted Jurisdiction. Nothing published by Tharwa is an offer, invitation or solicitation to any person in a Restricted Jurisdiction, and any such person who nonetheless accesses the Interface does so in breach of these Terms and at their own risk.

3.6 If Tharwa determines that you are or have become a Restricted Person, Tharwa may restrict or terminate your access to the Interface. Where you hold an open position at that time, Tharwa will notify you and make available a means of closing that position on the terms set out in the notice, which will not be less favourable than the redemption terms applicable to that product.

4. Regulatory status

4.1 Tharwa is not licensed, authorised, registered or supervised by any financial services regulator in any jurisdiction. Neither the Interface nor the Protocol is regulated as a bank, deposit-taker, payment service, exchange, broker, investment manager, collective investment scheme or fund. No regulator has reviewed or approved these Terms, the Interface, the Protocol or any product.

4.2 The products described in Part B are not deposits, are not insured or guaranteed by any government, deposit protection scheme or other body, and are not obligations of any bank or licensed institution.

4.3 Tharwa does not provide investment, legal, tax or accounting advice. Nothing on the Interface is a recommendation to acquire, hold or dispose of any digital asset. You should obtain independent professional advice before using the Interface.

5. Eligibility and your obligations

5.1 You may use the Interface only if you are legally permitted to do so under the laws of your jurisdiction, and it is your responsibility to determine that you are.

5.2 You will complete any identity verification that Tharwa or the Protocol requires before accessing particular functions. Verification is described in the Privacy Policy. Tharwa may decline, suspend or withdraw access to any function pending or following verification.

5.3 You are solely responsible for the security of your wallet, private keys and any credentials. Tharwa never has access to your private keys and cannot recover assets lost through their compromise. Tharwa will never contact you to request a seed phrase or private key; any such request is fraudulent.

5.4 You will not use the Interface for any unlawful purpose, to launder the proceeds of crime, to finance terrorism, to evade sanctions or tax, to manipulate any market, to interfere with the Protocol or any other user, or to reverse-engineer, scrape or attack the Interface.

5.5 You will cooperate with Tharwa in any inquiry relating to your use of the Interface, including by providing information reasonably requested for compliance purposes.

6. The Interface and the Protocol

6.1 The Interface is provided "as is" and "as available". Tharwa does not warrant that it will be uninterrupted, error-free, secure or free of harmful components, or that any information displayed on it, including prices, yields, allocations and balances, is accurate, complete or current.

6.2 Yield figures, rates and performance data displayed on the Interface are indicative, may be estimated, and are not a promise of future performance. Where a figure is not available the Interface will say so rather than display a placeholder value.

6.3 The Protocol's smart contracts have been audited. Audit does not eliminate risk. Smart contracts may contain undiscovered vulnerabilities, may behave unexpectedly, and may be exploited. Blockchain transactions are irreversible.

6.4 The Interface may link to third-party protocols, exchanges, bridges and services. Tharwa does not control them, is not responsible for them, and provides no warranty in respect of them. When you leave the Interface for a third-party service you do so subject to that service's own terms.

6.5 Tharwa may modify, suspend or discontinue any part of the Interface or any product at any time. Where a product is discontinued, holders of open positions will be notified and a means of exiting on no less favourable terms than the applicable redemption terms will be made available.

7. Fees and taxes

7.1 Fees applicable to any product are as displayed on the Interface at the time of the transaction. Blockchain network fees are payable by you and are outside Tharwa's control.

7.2 You are solely responsible for determining and discharging any tax liability arising from your use of the Interface in any jurisdiction.

8. Intellectual property

8.1 The Interface, its content, and Tharwa's names, marks and logos are owned by Tharwa or its licensors. You may use them only as necessary to use the Interface for its intended purpose. Open-source components of the Protocol are governed by their respective licences.

9. Risk acknowledgement

9.1 You acknowledge that you have read and understood the Risk Disclosures published on the Interface and applicable to each product you use, and that you accept the risks they describe. The Risk Disclosures form part of these Terms.

9.2 In particular, you acknowledge that digital assets are volatile and may lose all value; that yields are variable and not guaranteed; that redemption at any target value is an objective and not a promise; that fixed-term products lock your assets for the term and impose penalties on early exit; that regulatory action in any jurisdiction may affect the Interface, the Protocol or your ability to access them; and that Tharwa's regulatory status is as described in section 4.

10. Disclaimers, liability and indemnity

10.1 To the fullest extent permitted by applicable law, Tharwa excludes all warranties, conditions and representations, express or implied, including any implied warranty of merchantability, fitness for purpose or non-infringement.

10.2 To the fullest extent permitted by applicable law, Tharwa, its directors, officers, employees, contractors and agents will not be liable to you for any indirect, incidental, special, consequential or punitive loss, for any loss of profit, revenue, data or opportunity, or for any loss arising from the Protocol, any smart contract, any blockchain network, any third-party service, any exploit, hack or vulnerability, any market movement, any regulatory action, or your own acts or omissions, whether in contract, tort or otherwise.

10.3 To the fullest extent permitted by applicable law, Tharwa's aggregate liability to you for all claims arising out of or in connection with these Terms or your use of the Interface will not exceed the greater of (a) the fees paid by you to Tharwa in the twelve months preceding the claim and (b) USD 500.

10.4 Nothing in these Terms excludes or limits liability for fraud, for death or personal injury caused by negligence, or for any liability that cannot be excluded or limited under applicable law. If you are a consumer in a jurisdiction that grants you rights that cannot be excluded, those rights are preserved and this section applies to the extent permitted.

10.5 You will indemnify and hold harmless Tharwa and the persons named in clause 10.2 from any claim, loss, liability, cost or expense (including reasonable legal fees) arising from your breach of these Terms, your violation of any law or third-party right, or your use of the Interface.

11. Suspension and termination

11.1 Tharwa may suspend or terminate your access to the Interface immediately and without notice if you breach these Terms, if Tharwa is required to do so by law or by a regulator, if Tharwa reasonably suspects fraud, money laundering or sanctions evasion, or if you are or become a Restricted Person.

11.2 Termination of access to the Interface does not affect any position you hold on the Protocol, which continues to be governed by the Protocol's code, and does not release you from any obligation accrued before termination. Sections 3, 4, 9, 10, 12, 13 and 14 survive termination.

12. Governing law

12.1 These Terms and any dispute or claim arising out of or in connection with them, their subject matter or formation, including non-contractual disputes or claims, are governed by and construed in accordance with the laws of the British Virgin Islands, without regard to conflict-of-laws principles.

13. Dispute resolution

13.1 Before commencing any formal proceeding, you agree to notify Tharwa of the dispute in writing at legal@tharwa.finance, describing the dispute and the relief sought, and to attempt in good faith to resolve it with Tharwa for a period of thirty days from the date of notice.

13.2 Any dispute, controversy or claim arising out of or relating to these Terms, including their existence, validity, interpretation, performance, breach or termination, or any non-contractual obligation arising out of or relating to them, that is not resolved under clause 13.1 shall be referred to and finally resolved by arbitration administered by the BVI International Arbitration Centre in accordance with the BVI IAC Arbitration Rules in force at the time of the notice of arbitration.

13.3 The seat of arbitration shall be Tortola, British Virgin Islands. The tribunal shall consist of one arbitrator appointed in accordance with the BVI IAC Arbitration Rules. The language of the arbitration shall be English. The law of the arbitration agreement is the law of the British Virgin Islands.

13.4 The arbitration shall be confidential. Neither party may disclose the existence, content or result of the arbitration except as required by law, to professional advisers, or as necessary to enforce an award.

13.5 You may opt out of this arbitration agreement by sending written notice to legal@tharwa.finance within thirty days of first accepting these Terms. Opting out does not affect any other provision of these Terms.

13.6 To the fullest extent permitted by applicable law, you and Tharwa agree that any dispute will be resolved on an individual basis only, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. If this clause is found unenforceable in respect of a particular claim, that claim shall be severed and determined by the courts under clause 13.7, and this arbitration agreement shall continue to apply to all other claims.

13.7 Where arbitration is unavailable, or for interim relief, or for enforcement of an award, the courts of the British Virgin Islands have exclusive jurisdiction, and each party irrevocably submits to that jurisdiction.

13.8 Nothing in this section prevents either party from seeking urgent injunctive or interim relief from any court of competent jurisdiction to protect its rights pending the outcome of arbitration.

14. General

14.1 These Terms, the Privacy Policy, the Risk Disclosures and any product-specific terms in Part B constitute the entire agreement between you and Tharwa in respect of the Interface and supersede all prior agreements and understandings.

14.2 If any provision of these Terms is held invalid or unenforceable, it shall be severed and the remaining provisions shall continue in full force.

14.3 Tharwa's failure to enforce any provision is not a waiver of it. Tharwa may assign these Terms to an affiliate or successor on notice; you may not assign them without Tharwa's written consent.

14.4 Notices to Tharwa shall be sent to legal@tharwa.finance for legal notices and team@tharwa.finance for general matters. Notices to you may be given through the Interface or to any contact details you have provided.

14.5 The official domains of the Interface are tharwa.finance, app.tharwa.finance and tharwa.gitbook.io/tharwa. Tharwa operates no other domain and is not responsible for any site purporting to be Tharwa at any other address.

Part B. Product-Specific Terms

These terms apply to the products named below in addition to Part A. Capitalised terms have the meanings given in Part A. Each product is subject to the Risk Disclosures published for it, which form part of these Terms.

B1. thUSD

B1.1 thUSD is a digital token issued by the Protocol against collateral deposited by users. The Protocol targets redemption of thUSD at parity with the US dollar through designated redemption channels. Parity is a target and is not guaranteed at any time. thUSD is not a debt obligation, deposit, guaranteed liability or claim against Tharwa or any other person, and confers no right to any payment from Tharwa.

B1.2 Collateral deposited into the Protocol is deployed into a portfolio of assets as described in the documentation from time to time. The composition and value of that portfolio fluctuate. The value of collateral supporting thUSD may fall below the value of thUSD in issue.

B1.3 Redemption is available through the channels and on the conditions described in the documentation, which may include minimum amounts, verification, and processing periods. Tharwa does not guarantee that any redemption channel will be available at any particular time.

B2. sthUSD and wrapped tokens

B2.1 sthUSD is a token representing thUSD deposited into the Protocol's yield mechanism. Yield accrues according to the Protocol's code and is variable. No yield is promised or guaranteed. Yield may be zero or negative in any period.

B2.2 Wrapped and derivative tokens made available through the Interface represent an interest in an underlying Protocol position and carry the risks of that position together with the additional risks of the wrapping mechanism and any bridge used.

B3. Fixed-Term Vaults

B3.1 A Fixed-Term Vault is a Protocol mechanism into which a user deposits eligible assets for a fixed term selected at deposit. On deposit the user receives a token recording the deposited amount, the term, and the payout amount calculated at the time of deposit (a "Vault Certificate").

B3.2 The payout amount is calculated at the time of deposit by reference to the rate then applicable to the selected term. It is a calculated figure and not a guarantee. Payment of the payout amount at maturity depends on the continued operation and solvency of the Protocol and the value and performance of the assets in which deposits are deployed. Tharwa does not guarantee payment of the payout amount or return of the deposited amount.

B3.3 Deposits are locked for the selected term. Early exit, where permitted by the Protocol, is subject to a penalty applied to the amount withdrawn. The penalty schedule for each term is displayed on the Interface at the time of deposit and forms part of these terms for that deposit.

B3.4 Vault Certificates may be transferable on third-party marketplaces. Tharwa does not operate any such marketplace, does not guarantee any secondary market or price, and has no responsibility for any transaction on one. A transferee acquires the Vault Certificate subject to these terms.

B3.5 A Vault Certificate is not a bond, debenture, note or debt security, confers no right to interest, and is not an obligation of Tharwa or of any other person. It records a position on the Protocol and nothing more.

B4. Faith-Aligned products

B4.1 Certain products are designated Faith-Aligned. Asset selection for those products is designed in accordance with principles of Islamic finance as described in the documentation. Those products have been reviewed and certified by Esquare Sharia Advisory Board on 08-08-2026; the certificate, its scope and its conditions are published on the Interface.

B4.2 Certification, where obtained, is the opinion of the certifying body on the products and matters within its stated scope, as at its date. It is not a guarantee of ongoing compliance, does not extend to products outside its scope, and is not a representation by Tharwa as to the views of any other scholar, body or school.

B5. TRWA

B5.1 TRWA is the Protocol's governance token. It confers rights to participate in Protocol governance and to access such Protocol features as are designated for TRWA holders from time to time. It confers no right to any share of Protocol revenue, profit, or the assets of any Protocol pool, and no right to any payment from Tharwa.

B5.2 Any incentive, reward or distribution associated with TRWA is paid from a designated incentives allocation, is discretionary, may be varied or withdrawn, and is not a return on TRWA or a distribution of Protocol income.

B5.3 TRWA is not offered as an investment. Tharwa makes no representation as to its value, liquidity or price on any market.

Schedule 1. Restricted Jurisdictions

The following are Restricted Jurisdictions for the purposes of section 3. Where a jurisdiction is listed, all of its territories, possessions and dependencies are included.

1. The United Arab Emirates, including all Emirates, free zones and financial free zones.
2. The United States of America. "Restricted Person" includes any "U.S. person" as defined in Regulation S under the U.S. Securities Act of 1933, and any person located in the United States.
3. The member states of the European Economic Area.
4. The United Kingdom.
5. Any jurisdiction subject to comprehensive sanctions administered by the United Nations, the United States, the United Kingdom, the European Union or the British Virgin Islands, including at the date of these Terms Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine.
6. Any other jurisdiction that Tharwa designates from time to time and publishes in this Schedule.