Bank Guarantee - Agreement Terms

1. Purpose of the Guarantee

This agreement outlines the terms under which the bank will provide a guarantee to Miushuaia AG (hereinafter referred to as “the Issuer”) to ensure the stability and security of the UCoin stablecoin. The guarantee ensures that UCoin is fully backed by reserves held by a reputable financial institution, in compliance with relevant regulatory requirements.

2. Issuer’s Obligations

The Issuer agrees to the following obligations in relation to the bank guarantee:

Issuance of UCoin: The Issuer is responsible for issuing UCoin stablecoins based on the 1:1 USD-pegged mechanism.
Compliance with KYC/AML: The Issuer must ensure that all users undergo Know Your Customer (KYC) and Anti-Money Laundering (AML) checks before issuance and redemption of UCoin.
Maintaining Reserves: The Issuer will ensure that every Ucoin issued is fully backed by reserves, which are held in a designated Swiss bank account in the name of Miushuaia AG.

3. Bank’s Obligations

The bank providing the guarantee agrees to the following obligations:

Guarantee of Reserves: The bank will guarantee that all UCoin issued by the Issuer is fully backed by reserves, held in the bank’s custodial account.
Transparency: The bank will provide regular statements and audits to ensure the Issuer’s compliance with the reserve requirements. These reports will be made available to regulators, investors, and users upon request.
Compliance with Regulatory Standards: The bank will ensure that all reserve funds are held in accordance with Swiss financial regulations and any applicable international regulatory standards.

4. Reserve Fund Management

Fund Deposits: The funds held as reserves will consist of USD or other government-backed assets (such as government bonds, debt instruments), and the bank will manage these funds on behalf of the Issuer, ensuring liquidity and stability.
Audits: The bank will undergo regular audits to verify that the reserves are maintained at a sufficient level to back the total amount of UCoin in circulation.
Access to Funds: The Issuer can access the reserve funds upon redemption of UCoin. All redemptions will require KYC verification and approval from the bank before funds are transferred.

5. Redemption and Destruction of UCoin

Redemption Process: Users can redeem UCoin for USD, and the redemption will be processed in compliance with KYC and AML regulations.
Destruction of UCoin: Upon successful redemption, the corresponding amount of UCoin will be destroyed to ensure that the supply remains in balance with the reserve assets.

6. Legal and Regulatory Compliance

FINMA Approval: The Issuer will obtain approval from the Swiss Financial Market Supervisory Authority (FINMA) before launching and distributing UCoin. This approval will confirm that the Issuer is in compliance with all relevant financial regulations.
AML and KYC Compliance: The Issuer agrees to comply with the highest standards of Anti-Money Laundering (AML) and Know Your Customer (KYC) regulations. Both the Issuer and the bank will cooperate with relevant authorities to prevent fraudulent or illegal activities.
Ongoing Compliance: Both parties agree to ongoing cooperation with Swiss regulatory authorities to ensure compliance with any changes in the legal or regulatory landscape.

7. Termination of the Guarantee

Termination Conditions: The bank guarantee may be terminated under the following conditions:
Breach of Agreement: Either party fails to meet their obligations under this agreement.
Regulatory Changes: Changes in regulations that make the provision of the guarantee or the operation of UCoin impossible or non-compliant with legal requirements.
Mutual Agreement: Both parties agree to terminate the guarantee agreement.
Effects of Termination: In the event of termination, the Issuer will be required to wind down operations and either return any outstanding UCoin or provide an alternative guarantee for the reserve funds. The bank will continue to provide audit and transparency services until the guarantee is fully terminated.

8. Dispute Resolution

Jurisdiction: This agreement will be governed by Swiss law, and any disputes arising under this agreement shall be subject to the exclusive jurisdiction of the courts in Switzerland.
Arbitration: Any unresolved dispute may be resolved through arbitration, and both parties agree to appoint an independent arbitrator with expertise in financial and blockchain regulations.

9. Miscellaneous Provisions

Amendments: This agreement may be amended or supplemented by mutual consent of both parties, provided that any amendments comply with relevant laws and regulations.
Confidentiality: Both parties agree to maintain the confidentiality of any proprietary information shared during the term of this agreement, including reserve holdings, user data, and regulatory compliance information.
Force Majeure: Neither party will be held liable for failure to perform obligations if the failure is caused by events outside of their control, including natural disasters, war, or government intervention.

Conclusion

This agreement ensures that UCoin remains a stable and secure digital currency, fully backed by real reserves. The collaboration between Miushuaia AG and a trusted Swiss bank guarantees the integrity of the UCoin project and establishes a transparent and compliant framework for issuance and redemption.

Bank Guarantee - Agreement Terms

1. Purpose of the Guarantee

2. Issuer’s Obligations

The Issuer agrees to the following obligations in relation to the bank guarantee:

Issuance of UCoin: The Issuer is responsible for issuing UCoin stablecoins based on the 1:1 USD-pegged mechanism.

Compliance with KYC/AML: The Issuer must ensure that all users undergo Know Your Customer (KYC) and Anti-Money Laundering (AML) checks before issuance and redemption of UCoin.

Maintaining Reserves: The Issuer will ensure that every Ucoin issued is fully backed by reserves, which are held in a designated Swiss bank account in the name of Miushuaia AG.

3. Bank’s Obligations

The bank providing the guarantee agrees to the following obligations:

Guarantee of Reserves: The bank will guarantee that all UCoin issued by the Issuer is fully backed by reserves, held in the bank’s custodial account.

Transparency: The bank will provide regular statements and audits to ensure the Issuer’s compliance with the reserve requirements. These reports will be made available to regulators, investors, and users upon request.

Compliance with Regulatory Standards: The bank will ensure that all reserve funds are held in accordance with Swiss financial regulations and any applicable international regulatory standards.

4. Reserve Fund Management

Fund Deposits: The funds held as reserves will consist of USD or other government-backed assets (such as government bonds, debt instruments), and the bank will manage these funds on behalf of the Issuer, ensuring liquidity and stability.

Audits: The bank will undergo regular audits to verify that the reserves are maintained at a sufficient level to back the total amount of UCoin in circulation.

Access to Funds: The Issuer can access the reserve funds upon redemption of UCoin. All redemptions will require KYC verification and approval from the bank before funds are transferred.

5. Redemption and Destruction of UCoin

Redemption Process: Users can redeem UCoin for USD, and the redemption will be processed in compliance with KYC and AML regulations.

Destruction of UCoin: Upon successful redemption, the corresponding amount of UCoin will be destroyed to ensure that the supply remains in balance with the reserve assets.

6. Legal and Regulatory Compliance

FINMA Approval: The Issuer will obtain approval from the Swiss Financial Market Supervisory Authority (FINMA) before launching and distributing UCoin. This approval will confirm that the Issuer is in compliance with all relevant financial regulations.

AML and KYC Compliance: The Issuer agrees to comply with the highest standards of Anti-Money Laundering (AML) and Know Your Customer (KYC) regulations. Both the Issuer and the bank will cooperate with relevant authorities to prevent fraudulent or illegal activities.

Ongoing Compliance: Both parties agree to ongoing cooperation with Swiss regulatory authorities to ensure compliance with any changes in the legal or regulatory landscape.

7. Termination of the Guarantee

Termination Conditions: The bank guarantee may be terminated under the following conditions:

Breach of Agreement: Either party fails to meet their obligations under this agreement.

Regulatory Changes: Changes in regulations that make the provision of the guarantee or the operation of UCoin impossible or non-compliant with legal requirements.

Mutual Agreement: Both parties agree to terminate the guarantee agreement.

8. Dispute Resolution

Jurisdiction: This agreement will be governed by Swiss law, and any disputes arising under this agreement shall be subject to the exclusive jurisdiction of the courts in Switzerland.

Arbitration: Any unresolved dispute may be resolved through arbitration, and both parties agree to appoint an independent arbitrator with expertise in financial and blockchain regulations.

9. Miscellaneous Provisions

Amendments: This agreement may be amended or supplemented by mutual consent of both parties, provided that any amendments comply with relevant laws and regulations.

Confidentiality: Both parties agree to maintain the confidentiality of any proprietary information shared during the term of this agreement, including reserve holdings, user data, and regulatory compliance information.

Force Majeure: Neither party will be held liable for failure to perform obligations if the failure is caused by events outside of their control, including natural disasters, war, or government intervention.

Conclusion