MIYI UTILITY COMMITMENT LOCK TERMS & CONDITIONS

如需查看本文的中文版本，请访问：Click here

日本語版が必要な場合は、こちらをクリックしてください：Click here

Nếu bạn cần phiên bản tiếng Việt, vui lòng nhấp vào đây:Click here

Version 2.0 – Effective Date: 6 May 2026

IMPORTANT NOTICE: THESE TERMS & CONDITIONS CREATE NO FINANCIAL RIGHTS, NO YIELD, NO INTEREST, NO REWARDS, AND NO EXPECTATION OF PROFIT. THE SOLE BENEFIT OF LOCKING MIYI CREDITS IS ACCESS TO CERTAIN NON-FINANCIAL SOFTWARE FEATURES AS DESCRIBED BELOW.

1. DEFINITIONS AND INTERPRETATION

1.1 "Locked Credits" means MIYI Credits transferred by the Participant to a smart contract or designated custody wallet pursuant to these Terms & Conditions.

1.2 "Lock Period" means the duration selected by the Participant during which the Locked Credits remain subject to transfer restrictions and during which the Participant may access the corresponding Premium Features.

1.3 "MIYI Credits" means the utility vouchers issued by Ciel Ltd (St Lucia) and described in the MIYI Whitepaper v10.0, which function as pre-paid software access credentials and confer no ownership, dividend, profit-share, or other financial rights.

1.4 "Participant" means any natural or legal person who locks MIYI Credits pursuant to these Terms & Conditions.

1.5 "Premium Features" means the non-financial software functionalities set out in Schedule 1, which MIYI makes available to Participants during the Lock Period.

1.6 "Return" means the transfer of the exact same number of MIYI Credits originally locked by the Participant, without any increase, decrease, or additional consideration.

1.7 "VeroCielo" means the Panamean incorporated entity responsible for the operation of the Utility Commitment Lock smart contract.

2. NATURE OF THE UTILITY COMMITMENT LOCK

2.1 No Financial Return. The Participant acknowledges and agrees that locking MIYI Credits does not generate any form of yield, interest, dividend, staking reward, airdrop, bonus, or any other financial or economic benefit whatsoever.

2.2 No Expectation of Profit. The Participant confirms that they are locking MIYI Credits solely for the purpose of accessing non-financial software features and with no expectation of profit, capital appreciation, or any form of investment return.

2.3 Not a Security or Investment. The Utility Commitment Lock is not an investment contract, security, collective investment scheme, or any other regulated financial instrument under the laws of any jurisdiction. MIYI makes no representation regarding the future value or utility of MIYI Credits.

2.4 Sole Benefit. The sole and exclusive benefit available to a Participant under these Terms & Conditions is access to the Premium Features described in Schedule 1 during the Lock Period. Access to Premium Features has no monetary value and does not constitute consideration for any investment.

3. ELIGIBILITY AND PROHIBITED JURISDICTIONS

3.1 Eligibility. The Utility Commitment Lock is available only to Participants who:

• (a) are not citizens or residents of any prohibited jurisdiction listed in Section 3.2;
• (b) hold MIYI Credits in a wallet that has passed relevant KYC checks through a licensed MIYI partner exchange;
• (c) have accepted these Terms & Conditions in full.

3.2 Prohibited Jurisdictions. The Utility Commitment Lock is not available to citizens, residents, or persons located in:

• United States of America (including all territories)
• Canada
• European Union (all member states)
• United Kingdom
• Switzerland
• Singapore
• South Korea
• Japan
• Any jurisdiction subject to FATF "Enhanced Follow-Up" status

3.3 Geofencing Enforcement. MIYI shall use commercially reasonable efforts to enforce these geographic restrictions through IP blocking, wallet screening, and smart contract-level blacklisting. Participants found to violate Section 3.2 shall have their locks terminated immediately and their Locked Credits returned without access to Premium Features.

4. LOCKING PROCESS

4.1 Tiers and Parameters. The minimum lock amounts, lock periods, and corresponding Premium Features are set out in Schedule 1. MIYI may add, modify, or remove tiers at its sole discretion upon thirty (30) days' notice posted on the official MIYI website.

4.2 How to Lock. To lock MIYI Credits, a Participant must:

• (a) Navigate to the official MIYI Utility Commitment Lock interface on a licensed partner exchange or the MIYI Core platform;
• (b) Select the desired lock tier;
• (c) Approve the transfer of the required amount of MIYI Credits to the designated smart contract address;
• (d) Explicitly acknowledge the disclaimers set forth in Section 9 of these Terms & Conditions.

4.3 Irrevocable Transfer. Once the Locked Credits are transferred to the smart contract, the Participant may not transfer, trade, or otherwise dispose of such Credits until the Lock Period expires or the Participant exercises early unlock rights under Section 6.

5. PREMIUM FEATURES DURING LOCK PERIOD

5.1 Access During Lock Period. During the Lock Period, the Participant shall have access to the Premium Features corresponding to their selected lock tier.

5.2 Nature of Premium Features. All Premium Features are strictly non-financial and may include, without limitation:

• User interface customization options (e.g., dark mode, color themes, layout presets)
• Priority customer support queue (human response within 24 hours)
• Increased API rate limits (e.g., from 100 to 1,000 requests per minute)
• Early access to beta software features (e.g., new charting tools, order types)
• Non-binding governance voting rights on software feature proposals (not on financial or treasury matters)
• Exclusive community badges and identifiers

5.3 No Guarantee of Availability. MIYI does not guarantee that any Premium Feature will be available at all times. Features may be temporarily unavailable due to maintenance, technical issues, or force majeure. No compensation or extension of lock period shall be provided for such unavailability.

5.4 Modification of Features. MIYI reserves the right to modify, add, remove, or substitute any Premium Feature at any time without notice. Changes shall apply prospectively and shall not affect Participants who have already locked Credits, except where required by law or technical necessity.

5.5 No Transferability. Access to Premium Features is personal to the Participant and may not be transferred, assigned, or sublicensed to any third party.

6. UNLOCKING AND RETURN OF CREDITS

6.1 Standard Unlock Upon Expiry. Upon expiration of the Lock Period, the Participant may request unlocking of their Locked Credits. MIYI shall return the exact number of MIYI Credits originally locked to the Participant's designated wallet within seven (7) calendar days of receiving a valid unlock request.

6.2 Unlock Request Process. Unlock requests must be submitted through the official MIYI Utility Commitment Lock interface. Once processed, the Locked Credits shall be transferred back to the wallet from which they originated or to another whitelisted wallet address approved by the Participant.

6.3 Early Unlock. A Participant may request unlocking before the Lock Period expires (an "Early Unlock"). In such case:

• (a) The Participant shall forfeit all access to Premium Features immediately upon the Early Unlock request.
• (b) The Participant shall receive the full amount of Locked Credits originally transferred (no deduction, penalty, or forfeiture of principal).
• (c) MIYI shall process the Early Unlock within seven (7) calendar days of the request.
• (d) No further action or payment is required from the Participant.

6.4 Effect of Early Unlock. After an Early Unlock, the Participant may initiate a new lock subject to the then-current terms, lock amounts, and lock periods.

6.5 Automatic Unlock. If MIYI discontinues the Utility Commitment Lock program, all outstanding locks shall be automatically unlocked, and Locked Credits returned to Participants within thirty (30) days of discontinuance.

7. REPRESENTATIONS AND WARRANTIES OF PARTICIPANT

Each Participant represents and warrants to MIYI that:

7.1 Compliance with Laws. They are in full compliance with all applicable laws and regulations of their jurisdiction of residence and the jurisdiction from which they access the MIYI platform.

7.2 No Profit Expectation. They are not locking MIYI Credits with any expectation of profit, financial return, capital appreciation, or investment gain.

7.3 Understanding of Utility. They understand that Premium Features have no monetary value and that MIYI Credits are utility vouchers, not securities or investments.

7.4 Risk Acknowledgement. They have read, understood, and accepted the risk disclosures contained in the MIYI Whitepaper v10.0 and these Terms & Conditions.

7.5 Non-Reliance. They have not relied on any representation, promise, or guarantee from MIYI or any third party regarding the future value or utility of MIYI Credits.

7.6 Source of Funds. The MIYI Credits used for locking are legally obtained and are not derived from any unlawful activity, including money laundering, terrorist financing, or sanctions violations.

8. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES

8.1 No Warranties. THE UTILITY COMMITMENT LOCK AND ALL PREMIUM FEATURES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MIYI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.2 No Liability for Value Fluctuation. MIYI SHALL NOT BE LIABLE FOR ANY LOSS OF VALUE, MARKET FLUCTUATION, OPPORTUNITY COST, OR ANY OTHER FINANCIAL LOSS ARISING FROM THE LOCKING OF MIYI CREDITS.

8.3 No Liability for Technical Issues. MIYI SHALL NOT BE LIABLE FOR ANY UNAVAILABILITY OF PREMIUM FEATURES DUE TO TECHNICAL ISSUES, MAINTENANCE, CYBER ATTACKS, OR FORCE MAJEURE.

8.4 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MIYI, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE, ARISING OUT OF OR IN CONNECTION WITH THE UTILITY COMMITMENT LOCK.

8.5 Capped Liability. IN ANY EVENT, MIYI'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS & CONDITIONS SHALL NOT EXCEED THE TOTAL AMOUNT OF LOCKED CREDITS RETURNED TO THE PARTICIPANT.

9. DISCLOSURES AND ACKNOWLEDGEMENTS

By locking MIYI Credits, the Participant expressly acknowledges and agrees that:

9.1 No Financial Product. The Utility Commitment Lock is not a deposit, savings product, investment product, or any other regulated financial product. It is a purely technical mechanism for software feature access.

9.2 No Insurance. Locked Credits are not insured by any governmental or private deposit insurance scheme.

9.3 No Guaranteed Return. No person has guaranteed the return of Locked Credits or the availability of Premium Features.

9.4 Tax Consequences. The Participant is solely responsible for determining and discharging any tax obligations arising from the locking and unlocking of MIYI Credits.

9.5 Regulatory Uncertainty. Regulatory authorities may in the future characterize the Utility Commitment Lock differently. MIYI may modify these Terms & Conditions or terminate the program to respond to regulatory changes.

10. MODIFICATION AND TERMINATION

10.1 Modification of Terms. MIYI may modify these Terms & Conditions upon thirty (30) days' prior notice posted on the official MIYI website. Continued participation in the Utility Commitment Lock after the effective date of modifications constitutes acceptance of the modified terms.

10.2 Modification of Schedules. MIYI may modify Schedule 1 (Premium Features and Lock Parameters) upon thirty (30) days' prior notice. Changes to lock amounts or lock periods shall apply only to new locks initiated after the effective date of such changes.

10.3 Termination by MIYI. MIYI may terminate the Utility Commitment Lock program at any time for any reason. In such event:

• (a) All outstanding locks shall be automatically unlocked.
• (b) Locked Credits shall be returned to Participants within thirty (30) days.
• (c) No further Premium Features shall be offered.

10.4 Termination for Breach. If a Participant violates these Terms & Conditions, MIYI may terminate the Participant's lock immediately and return the Locked Credits without providing access to any Premium Features.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1 Governing Law. These Terms & Conditions shall be governed by and construed in accordance with St Lucia, without regard to its conflict of laws principles.

11.2 Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms & Conditions, or the breach, termination, or invalidity thereof, shall be resolved by binding arbitration administered by St Lucia in accordance with its rules then in effect.

11.3 Seat of Arbitration. The seat of arbitration shall be St Lucia.

11.4 Language. The language of the arbitration shall be English.

11.5 Class Action Waiver. The Participant agrees to resolve any dispute with MIYI on an individual basis and waives any right to participate in a class action, collective action, or representative action.

12. GENERAL PROVISIONS

12.1 Entire Agreement. These Terms & Conditions and any applicable partner exchange terms, constitute the entire agreement between the Participant and MIYI regarding the Utility Commitment Lock.

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

12.3 Waiver. No waiver of any provision shall be effective unless in writing and signed by an authorized representative of MIYI.

12.4 Assignment. The Participant may not assign or transfer these Terms & Conditions or any rights or obligations hereunder without the prior written consent of MIYI.

12.5 No Third-Party Beneficiaries. These Terms & Conditions are for the benefit of the Parties and their permitted successors and assigns. No other person shall have any rights or remedies hereunder.

SCHEDULE 1 – PREMIUM FEATURES AND LOCK PARAMETERS

Notes:

• All Premium Features are subject to availability and may be modified by MIYI at any time.
• Premium Features have no monetary value and do not constitute financial consideration.
• Governance voting rights are non-binding and relate exclusively to software development proposals, not to financial or treasury matters.
• API rate limits apply to the Participant's account on the licensed partner exchange where the lock is maintained.

END OF SCHEDULE 1

END OF TERMS & CONDITIONS

DISCLAIMER FOR REGULATORY COMPLIANCE

MIYI Credits are utility vouchers, not securities or investment products. The Utility Commitment Lock provides no yield, no interest, no rewards, and no expectation of profit. Participants lock MIYI Credits solely to access non-financial software features. Nothing in these Terms & Conditions shall be construed as an offer of securities, investment advice, or a solicitation to invest. Prospective Participants should consult their own legal and financial advisors.