Terms and Conditions

Last updated: 7 June 2026 · v2.4

Welcome to Utribe, a digital financial platform owned and operated by Ubuntu Tribe ("UTribe", "we", "our", or "us"):

Ophir Ubuntu International ("OUI")
Our parent company. Registered Office: c/o Nexus Global Financial Services Limited, 5th Floor, The Core Building No.62, ICT Avenue, Cybercity, Ébène, Mauritius.

These Terms and Conditions ("Terms") govern your access to and use of the Utribe.one website, platform, and related services, including any blockchain applications, wallets, token interfaces, educational content, and financial tools (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, please do not use the Services.

1. Description of Services

Utribe provides users with secure access to tokenised real-world assets (RWAs), educational content, financial tools, and a digital currency 100% backed by investment grade gold. Core services include:

• Digital Asset Tokenisation — Access to tokenised gold via the GIFT token, representing fractional ownership of physical gold reserves, verified and stored securely by regulated vault operators.

• Digital Wallets — A mobile and web-based wallet for managing GIFT tokens and other supported assets, including transfers and redemptions.

• Decentralised Finance (DeFi) Tools — Including staking, collateralisation, savings plans, and yield-generation instruments (where available).

• Educational Modules — Free and paid content on Web3, blockchain, financial literacy, and decentralised wealth creation.

• Compliance Services — KYC/AML-enabled user onboarding powered by regulated identity verification and blockchain analytics providers.

• Token Launch Infrastructure — White-labelled smart contracts and vaults for partners deploying their own gold-backed tokens or RWAs.

Important: Utribe is not a bank, not an investment adviser, and does not offer securities. Our token is legally defined as a commodity token because it is 100% backed by gold stored in regulated vaults and independently audited. We do not offer investment advice and therefore use of our Services is entirely at your own risk and discretion.

2. Eligibility

To use the Services, you must:

• Be at least 18 years old

• Be legally capable of forming binding contracts in your jurisdiction

• Not reside in or be a citizen of a Restricted Jurisdiction (see Section 3)

• Complete identity verification (KYC) as required

3. Restricted Jurisdictions

You are prohibited from using Utribe services if you reside in or are a citizen of any jurisdiction subject to comprehensive sanctions imposed by the United Nations Security Council, the Office of Foreign Assets Control (OFAC) of the United States, the European Union, the United Kingdom (HM Treasury / OFSI), or any other authority whose sanctions apply to our operating entities.

3.1 Comprehensively Sanctioned Jurisdictions

The following jurisdictions are subject to comprehensive sanctions and access to the Services from these jurisdictions is prohibited (this list may be updated as sanctions regimes evolve):

• Iran

• North Korea (Democratic People's Republic of Korea)

• Cuba

• Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine

• Belarus (sectoral and comprehensive measures, EU/UK/US)

• Russian Federation (sectoral and comprehensive measures, EU/UK/US)

• Myanmar (Burma)

3.2 Targeted Sanctions Jurisdictions

The following jurisdictions are subject to targeted sanctions (sanctions on specific individuals, entities, or sectors rather than on the country as a whole). Access to the Services from these jurisdictions is permitted, but every user is subject to enhanced sanctions screening and may be denied service if they appear on a sanctions list, are connected to a sanctioned person or entity, or operate in a sanctioned sector:

• Venezuela, Nicaragua, Cuba (additional targeted measures)

• Iraq, Lebanon, Libya, Yemen, Somalia, South Sudan, Sudan, Afghanistan (Taliban-controlled areas)

• Central African Republic, Democratic Republic of the Congo, Mali, Guinea, Guinea-Bissau, Burundi, Eritrea, Zimbabwe

• Any other jurisdiction designated under UN, OFAC, EU, UK, or other applicable sanctions regimes from time to time

3.3 Enforcement

We employ geographic access controls, IP geolocation, sanctions list screening, and VPN/proxy detection to enforce these restrictions. Every user, regardless of jurisdiction, is subject to identity verification and ongoing AML/KYC screening as a condition of using the Services. Attempts to circumvent geographic restrictions or sanctions screening constitute a material breach of these Terms and may result in immediate account termination, asset freeze pending investigation, and reporting to the relevant authorities.

4. User Responsibilities

By using Utribe.one, you agree to:

• Provide accurate, complete KYC information when required

• Keep your credentials, private keys, and wallet recovery phrases secure

• Only use the Services for lawful purposes

• Bear full responsibility for all transactions conducted through your wallet

• Not structure transactions to avoid regulatory reporting thresholds

• Not use the Services on behalf of any person or entity subject to sanctions

• Report any suspicious activity or security vulnerabilities to [email protected]

5. Anti-Money Laundering and Counter-Terrorist Financing

Ubuntu Tribe is committed to preventing money laundering, terrorist financing, and other financial crime. By using our Services, you acknowledge that:

• We are required by law to conduct identity verification (KYC) and ongoing monitoring

• We may freeze, suspend, or close your account if we suspect involvement in financial crime

• We may be required to file Suspicious Activity Reports (SARs) with regulatory authorities without notifying you

• Transaction monitoring is conducted automatically and may result in delays or blocks on transactions

• We comply with applicable AML/CFT laws across the jurisdictions in which we operate, including Financial Action Task Force (FATF) Recommendation 16 (Travel Rule); the specific regulatory frameworks applicable to your jurisdiction are described in §20 (Jurisdictional Provisions)

6. GIFT Token — Redemption and Fees

6.1 Token Description

Gold International Fungible Token ($GIFT) is a digital-asset token that represents a contractual claim to one (1) milligram of investment-grade physical gold. This gold-per-token ratio is a contractual commitment between the issuer, Ophir Ubuntu International (OUI), and the holder.

The 1 milligram per token ratio is enforced at the application layer and at the reserve-verification layer; it is not a property of the underlying ERC-20 token contract itself. Independent attestation of the correspondence between the on-chain $GIFT supply and the physical gold reserve is provided by HT Digital Ltd, the Group's appointed external auditor.

The physical gold backing $GIFT is held in allocated, segregated weight-account custody at a regulated allocated-vault custodian in the European Economic Area, with legal title vested in OUI as legal holder for the benefit of token holders.

6.2 Redemption

Token holders may redeem GIFT tokens subject to the following conditions:

• Minimum redemption amounts are published in the $GIFT app and platform

• Redemption may be in physical gold delivery or fiat currency equivalent, subject to availability and jurisdiction

• Redemption is subject to identity re-verification and AML/CFT screening

• Redemption via supported stable tokens (USDC) are processed at blockchain transaction speed and are usually finalized within several minutes

• Fiat redemptions are processed within 2–3 business days of a valid request; physical gold delivery is processed within 5–10 business days plus reasonable time for secure delivery to redeemer's delivery address

• Ubuntu Tribe reserves the right to delay or refuse redemption where regulatory requirements apply

6.3 Fees

The following fees may apply to use of the Services:

Fee Type Description Transaction fees Applied to token purchases, transfers, and redemptions Network (gas) fees Blockchain network fees passed through at cost Withdrawal fees Applied to fiat or crypto withdrawals Staking fees If applicable, disclosed at time of staking Inactivity fee May apply to dormant accounts (see Section 6.4)

All fees are disclosed before you confirm a transaction. The fee schedule is available in the $GIFT application and platform.

6.4 Inactivity

Accounts with no login, transaction, or other user-initiated activity for a continuous period of twelve (12) months may be classified as dormant. Ubuntu Tribe reserves the right to charge an inactivity fee on dormant accounts, not exceeding 10% of the account's holdings per annum. You will be notified at least 30 days before any inactivity fee is applied. Ubuntu Tribe further reserves the right to suspend or terminate accounts that remain inactive for more than twenty-four (24) months, subject to 60 days' prior notice via electronic mail and applicable consumer protection laws. Upon suspension or termination for inactivity, you may contact support to reactivate your account and withdraw your remaining assets, subject to identity re-verification and AML/CFT screening.

6.5 Jurisdiction-specific limits and conditions

Acquisition of $GIFT, the size of permitted transactions, and the manner of distribution may be subject to investor-protection limits, suitability requirements, and disclosure obligations that vary by your jurisdiction of residence and by the operative Ubuntu Tribe entity authorised in that jurisdiction. Where such limits or conditions apply to you, they are set out in §20 (Jurisdictional Provisions) and prevail over the general provisions of this §6 to the extent of any inconsistency.

7. Risk Disclosure

Cryptocurrencies, including tokenised RWAs like GIFT, carry significant risks:

• Price volatility — The value of digital assets can fluctuate significantly. GIFT changes with the price of gold.

• Technological failure — Smart contracts, wallets, and blockchain networks may experience errors or outages

• Regulatory uncertainty — Laws and regulations governing digital assets are evolving and may change

• Loss of access — If you lose your private keys or recovery phrase, your assets may be permanently inaccessible

• Counterparty risk — Third-party service providers may fail or become insolvent

• Market risk — The value of underlying gold reserves may decline

• Insolvency-procedure jurisdiction risk — The legal holder of the gold reserve (OUI) is incorporated in Mauritius. In the event of issuer insolvency, holder recourse to the physical gold reserve and any consequential proceedings are subject to Mauritius insolvency law and procedure, which may result in delays or procedural outcomes different from those that would apply in your home jurisdiction

You acknowledge and accept these risks and agree that Ubuntu Tribe is not liable for any losses incurred from your use of the Services, except where losses result from our negligence or breach of these Terms.

8. Intellectual Property

All content, smart contracts, logos, software, trademarks, and trade names on the Utribe services are owned or licensed by Ubuntu Tribe. No part may be copied, reproduced, distributed, or reused without prior written authorisation.

9. Privacy and Data Usage

We collect only the data necessary to deliver our services and comply with financial regulations. Your data is stored securely and will never be sold to third parties. See our Privacy Policy at https://utribe.one/privacy-policy/ for full details on data collection, processing, retention, and your rights.

10. Third-Party Services

Utribe.one integrates with third-party platforms for identity verification, payment processing, blockchain analytics, custody, and infrastructure. Ubuntu Tribe is not responsible for any loss, delay, or failure caused by these third parties, provided we have exercised reasonable care in their selection and oversight.

11. Prohibited Conduct

You may not use Utribe.one to:

• Engage in fraud, money laundering, terrorist financing, or any illegal activity

• Circumvent geographical restrictions, sanctions controls, or identity verification

• Reverse engineer, decompile, or attempt to exploit the platform

• Spread malware, viruses, or harmful software

• Interfere with the operation or security of the platform

• Create multiple accounts for the purpose of avoiding limits or restrictions

• Provide false or misleading information during KYC or at any time

Violation of this section may result in immediate account termination, forfeiture of assets held on the platform, and reporting to law enforcement.

12. Smart Contracts and Protocol Changes

Ubuntu Tribe reserves the right to update or modify the smart contracts and protocols powering GIFT and other Services to improve security, interoperability, or performance.

• Smart contracts are audited before deployment. An independent third-party security firm conducted an OWASP-compliant security assessment of the $GIFT platform, which was successfully completed in April 2026

• Material changes to tokenomics or user access will be communicated with reasonable notice (minimum 30 days)

• Minor improvements, security patches, or upgrades do not require prior notice

• Multi-signature (2-of-3) approval is required for mainnet smart contract deployments

13. Complaint Handling and Dispute Resolution

13.1 Complaints

If you have a complaint about our Services:

1. Contact us at [email protected] with a description of the issue

2. We will acknowledge receipt within 5 business days

3. We will investigate and provide a substantive response within 30 business days

4. If you are not satisfied with our response, you may escalate to the relevant supervisory authority (see Section 19 and Section 20)

Jurisdiction-specific complaint escalation paths (including any external bodies competent to receive complaints from holders resident in your jurisdiction) are set out in §20 (Jurisdictional Provisions).

13.2 Dispute Resolution

Any dispute arising from or relating to these Terms shall be:

1. First submitted to good-faith negotiation between the parties for 30 days

2. If unresolved, submitted to mediation under the rules of the Mauritius Arbitration and Mediation Centre (MARC)

3. If still unresolved, submitted to binding arbitration under the MARC Arbitration Rules, seated in Mauritius, with the arbitral procedure governed by the Mauritius International Arbitration Act 2008

The language of the arbitration shall be English. The arbitral award shall be final and binding on the parties.

Nothing in this section prevents you from filing a complaint with a regulatory authority or seeking interim relief from a court of competent jurisdiction.

14. No Warranty

The Services are provided "as is" and "as available" without warranty of any kind, express or implied. We do not guarantee that the platform will be uninterrupted, error-free, or secure at all times.

15. Limitation of Liability

To the maximum extent permitted by law, Ubuntu Tribe will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of funds, arising from your use of the platform.

Our total liability for any claim arising from your use of the Services shall not exceed the fees you paid to us in the 12 months preceding the claim.

Nothing in these Terms excludes liability for death, personal injury, fraud, or any liability that cannot be excluded by law.

16. Indemnification

You agree to defend, indemnify, and hold harmless Ubuntu Tribe and its officers, directors, employees, and affiliates from any claims, damages, or expenses arising from your use of the Services, your breach of these Terms, or your violation of any applicable law.

17. Termination

We may suspend or terminate your access to the Services:

• If we suspect fraud, AML/CFT violations, or breach of these Terms

• If required by a regulatory authority or court order

• If your account has been inactive for more than twenty-four (24) months (see Section 6.4)

• At our reasonable discretion with 30 days' notice

Upon termination:

• You may withdraw any remaining assets (subject to AML/CFT checks)

• Your personal data will be retained as required by our Data Retention Policy

• Any pending transactions may be cancelled

18. Account Deletion

You may delete your account at any time:

1. Navigate to Settings > Account > Delete Account

2. Confirm your identity and intention to delete

3. Withdraw any remaining assets before deletion

Once confirmed, your account and associated personal data will be permanently removed, except where retention is required by law (e.g., AML/CFT record-keeping: up to 10 years for certain data categories).

19. Governing Law and Jurisdiction

These Terms shall be governed by the laws of the Republic of Mauritius.

Any legal proceedings arising from these Terms shall be subject to the exclusive jurisdiction of the courts of the Republic of Mauritius, unless a mandatory consumer protection law in your jurisdiction provides otherwise.

20. Jurisdictional Provisions

This Section sets out the jurisdiction-specific provisions that may apply to you in addition to, and in modification of, the general provisions of these Terms. Where a sub-section applies to you due to residence or citizenship, that sub-section prevails over any general provision elsewhere in these Terms.

20.1 European Union and European Economic Area

Operative entity. Within the European Economic Area, the Services are provided by Ubuntu Uhuru s.r.o., a Czech limited liability company holding a Czech Virtual Asset Service Provider trade licence (Czech VASP, LIC-2026-003, issued 3 July 2024 by the Authority of Prague 8 City Ward). AML/CFT supervision in the Czech home perimeter is exercised by the Finanční analytický úřad (FAÚ). Ubuntu Uhuru s.r.o. holds Legal Entity Identifier (LEI) 894500B0BCJDDPCC5346.

Regulatory characterisation. $GIFT's classification under the European Union Markets in Crypto-Assets Regulation (Regulation (EU) 2023/1114, "MiCAR") — currently positioned as a Title II "other crypto-asset" referencing a commodity, with a Title III (asset-referenced token) alternative preserved in counsel opinion — is subject to final determination by the Česká národní banka (Czech National Bank, CNB) under pending MiCAR Crypto-Asset Service Provider authorisation (LIC-2026-011). Activation of EEA passporting is contingent on grant of that authorisation.

Statutory withdrawal right (whitepaper amendments). Where a modification to the published $GIFT whitepaper concerns a significant new factor, material mistake, or material inaccuracy that arose or was noted before the closing of the offer period or the delivery of $GIFT, purchasers who agreed to acquire $GIFT before the modification is published have the right, under MiCAR Article 12, to withdraw their acceptance within two working days after the publication of the modified whitepaper.

Travel Rule. Qualifying transfers at or above one thousand euro (EUR 1,000) are subject to the Travel Rule obligations under Regulation (EU) 2023/1113. Originator and beneficiary information is collected and exchanged with counterparties through compliant interoperability protocols.

Financial supervisory contact. The Czech National Bank is the competent financial supervisory authority for matters within its MiCAR perimeter. The Finanční analytický úřad is the AML/CFT supervisor for the Czech home perimeter.

20.2 United Arab Emirates

Operative entity (pending). For activities within the Dubai mainland regulated by the Virtual Assets Regulatory Authority (VARA), the operative entity is Mansa Musa Digital, whose VARA licence application is pending (LIC-2026-004, pending application). For precious-metals activity in the United Arab Emirates outside the VARA perimeter, the operative entity is Ubuntu Gold DMCC, holding a Dubai Multi Commodities Centre free zone licence (LIC-2026-005).

Regulatory characterisation. $GIFT's expected characterisation under VARA's Virtual Assets Regulations is consistent with a commodity-referenced virtual asset; final classification is reserved to VARA determination. The provision of regulated virtual-asset services in the Dubai mainland is contingent on grant of the pending VARA licence and is not currently offered.

Sanctions and access controls. Access to the Services from the United Arab Emirates is subject to UAE-applicable sanctions screening, including screening against United Nations Security Council Resolutions as implemented in the United Arab Emirates.

Financial supervisory contact. On grant of the VARA licence, VARA will be the competent financial supervisory authority for matters within its perimeter.

20.3 Federal Republic of Nigeria

Operative entity (pending). The Nigerian operative entity is Mansa Musa Integrated Solutions Nigeria Limited, whose admission to the Securities and Exchange Commission of Nigeria (SEC Nigeria) Accelerated Regulatory Incubation Programme (ARIP) is pending (LIC-2026-007, pending application). The Nigerian entity is not currently operational, and $GIFT is not currently being offered, marketed, or distributed to the Nigerian public. Activation of Nigerian-market operations is contingent on SEC Nigeria authorisation; until that authorisation is granted, this sub-section is provided to disclose to prospective Nigerian-resident holders the framework that will apply on activation.

Regulatory characterisation. On activation, $GIFT will be subject to classification by SEC Nigeria under the Investments and Securities Act 2025 ("ISA 2025") and the SEC Rules on Issuance, Offering Platforms and Custody of Digital Assets 2022 ("SEC Digital Assets Rules 2022"). The Group's analysis is that $GIFT presents characteristics of a digital asset, asset-backed token, commodity-backed token, contractual redemption claim, and a beneficial interest in allocated gold under Nigerian law; the final classification is reserved to SEC Nigeria.

Beneficial interest characterisation. The custody architecture for $GIFT (allocated, segregated weight-account custody by an EEA-based custodian for the benefit of token holders, with the physical gold segregated from the issuer's general estate) is analysed under Nigerian trust-law principles as conferring on holders a beneficial interest in the allocated gold pool. Under this characterisation, OUI holds legal title to the gold as legal holder (with trustee-equivalent obligations of segregation and accountability), and $GIFT holders hold the beneficial interest, including the right of redemption.

Statutory investor limits (on activation, Nigerian-resident retail and high-net-worth holders). On activation of Nigerian-market operations, the following statutory investment limits under Part A Rule 8.0 of the SEC Digital Assets Rules 2022 will apply to acquisitions of $GIFT by Nigerian-resident holders:

• Retail holders: an aggregate acquisition limit of two hundred thousand Nigerian Naira (NGN 200,000) per issuer per twelve (12) month period;

• High-net-worth individuals ("HNI"): an aggregate acquisition limit of fifty million Nigerian Naira (NGN 50,000,000) per issuer per twelve (12) month period, where the holder qualifies as an HNI under the definition issued by SEC Nigeria.

These statutory limits are minima; SEC Nigeria may tighten them by rule or by direction. Suitability assessment and ongoing monitoring at the platform level will be applied to enforce these limits.

AML/CFT. Nigerian-market operations are subject to the Money Laundering (Prevention and Prohibition) Act 2022 ("MLPPA 2022"), including sections 4 (customer due diligence), 7 (reliance on third parties), 10 (correspondent relationships), 13 (pre-launch product risk assessment), and 30 (designation of virtual asset service providers as financial institutions). Customer due diligence, suspicious-transaction reporting, and transaction-monitoring obligations under MLPPA 2022 and the Central Bank of Nigeria AML/CFT/CPF Regulations 2022 apply to all Nigerian-market activity.

Civil liability for the whitepaper. Holders' rights of civil action in respect of incomplete, unclear, or misleading content in the published $GIFT whitepaper are preserved under Section 357 of ISA 2025 and accompanying SEC Nigeria rules.

Complaints escalation. Nigerian-resident holders who are not satisfied with the response received under §13.1 may escalate to the following bodies as competent:

1. SEC Nigeria Investor Complaint Management Framework;

2. Consumer Protection Department of the Central Bank of Nigeria (where the complaint concerns payment-rail or banking-related conduct); and

3. Federal Competition and Consumer Protection Tribunal (where the complaint concerns a consumer-protection matter within its jurisdiction).

Nothing in this sub-section displaces the holder's right to seek interim relief from a court of competent jurisdiction in Nigeria.

Pending regulatory pathway. Commercial activation of Nigerian-market operations is contingent on completion of the relevant SEC Nigeria and Central Bank of Nigeria authorisations and on satisfaction of the applicable conditions imposed by those authorities.

20.4 Republic of Mauritius

Group seat and legal holder. OUI is incorporated in the Republic of Mauritius and holds the Group's Mauritius Global Business Licence authorisation issued by the Financial Services Commission of Mauritius (FSC Mauritius) (LIC-2026-001, active). OUI is the legal holder of the physical gold backing $GIFT.

AML/CFT framework. OUI is subject to the FSC Mauritius AML/CFT Code 2020 and to the Financial Intelligence and Anti-Money Laundering Act, as applicable.

Governing law and dispute resolution. These Terms are governed by the laws of the Republic of Mauritius in accordance with §19. Dispute resolution and arbitration in accordance with §13.2 are seated in Mauritius and governed by the Mauritius International Arbitration Act 2008.

Insolvency-procedure jurisdiction. As stated in §7, in the event of issuer insolvency, holder recourse to the physical gold reserve and any consequential proceedings are subject to Mauritius insolvency law and procedure. Mauritius insolvency procedure governs the orderly wind-down of OUI as legal holder of the gold reserve, including the realisation of the segregated allocated gold for the benefit of holders.

Financial supervisory contact. The Financial Services Commission of Mauritius is the competent financial supervisory authority for OUI.

20.5 Other jurisdictions and the FATF baseline

General baseline. Holders resident in jurisdictions not addressed in §§20.1 to 20.4 are subject to the general provisions of these Terms, the restricted-jurisdictions screening at §3, and the FATF baseline standards applied by the Group on a group-wide basis.

FATF Travel Rule baseline. Qualifying transfers at or above one thousand United States dollars or euro (USD/EUR 1,000) are subject to FATF Recommendation 16 (Travel Rule), with originator and beneficiary information collected and exchanged with counterparties through compliant interoperability protocols. Equivalent thresholds set by the supervising authority in your jurisdiction may apply.

Sanctions and screening baseline. All holders, irrespective of jurisdiction of residence, are subject to sanctions screening against the United Nations Security Council, Office of Foreign Assets Control (United States), European Union, His Majesty's Treasury (Office of Financial Sanctions Implementation, United Kingdom), and other applicable consolidated sanctions lists, both at onboarding and on an ongoing basis.

Activation of further jurisdictional provisions. As Group licences are granted in additional jurisdictions, this §20 will be expanded by amendment to reflect the additional regulatory perimeters, the operative entity in each new jurisdiction, and the jurisdiction-specific provisions applicable to holders resident in those jurisdictions. Amendments to §20 are notified in accordance with §22 (Amendments).

21. Force Majeure

Ubuntu Tribe shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to: natural disasters, war, terrorism, pandemics, government actions, sanctions, regulatory changes, blockchain network failures, utility outages, or cyberattacks.

22. Amendments

We may revise these Terms from time to time. When we make material changes:

• We will notify users by email, platform notification, or updated timestamp at least 30 days before the changes take effect

• Continued use of the Services after the effective date constitutes acceptance of the revised Terms

• If you do not agree, you may close your account before the changes take effect

23. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

24. Entire Agreement

These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Ubuntu Tribe regarding use of the Services.

25. Contact

For legal or support inquiries:

• Customer Support: [email protected]

• Email: [email protected]

• Complaints: [email protected]

• Privacy: [email protected]

• Security: [email protected]

• Website: https://utribe.one