Important notice – Sticitt ("Sticitt") provides the below services as a juristic representative of RainFin Proprietary Limited ("Main Service Provider"), an authorised financial and crypto asset services provider (FSP 45756). CAEP Pty Ltd and/or CAEP Asset Managers Pty Ltd ("CAEP") supports RainFin by providing compliance-related consulting and administrative services. CAEP does not perform regulated compliance services in a licensed capacity. By accepting these Terms, you give full consent to Sticitt to share some or all of your personal information and RainFin and CAEP to enable the services referenced under these Terms and Conditions. Under no circumstances will Sticitt share any of your personal information with any other third parties other than as may be required by law.

eZAR Token Terms and Conditions

Introduction

Each eZAR token has associated with it the right to offer the token to the issuing Partnership for a price of R1.00 per token and the potential for additional yield distributions . eZAR tokens are crypto assets that involve technology, market, and investment risks that token holders should carefully consider.

eZAR Tokens are:

Digital crypto assets issued by RainFin GP Proprietary Limited, in its capacity as general partner of the eZAR En Commandite Partnership ("Partnership"), that provide holders with:

• A right to sell eZAR tokens to the Partnership, subject to the Terms and Conditions, of R1.00 per eZAR token.
• Potential yield distributions: you may receive additional eZAR tokens when the Partnership generates profits from its investments.

eZAR tokens can be acquired through:

• Direct purchase from the Partnership at R1.00 per token (when available).
• Purchase from existing token holders at an agreed price between seller and buyer.
• Through distribution as yield rewards to Partnership investors.

eZAR Tokens:

• Are not traditional securities or investment products—they are crypto assets and not shares, bonds, securities, or collective investment schemes.
• Are not guaranteed investments.
• Do not confer ownership of or an interest in any underlying assets.
• Are not interest-bearing debt—the Partnership has no obligation to pay interest or guaranteed returns to token holders.

KEY CONSIDERATIONS:

• Yield distributions are subject to the Terms and depend on Partnership investment performance and operational decisions.
• Technology requirements: eZAR tokens must be held in approved digital wallets supervised by licensed financial service providers.
• Market risks apply: the market price applicable to purchases from and sales to other holders of eZAR tokens may differ significantly from the R1.00 price offered by the Partnership, subject to the Terms.
• Regulatory compliance is required — holders must meet verification and compliance requirements.

1. INTRODUCTION

1.1. These terms and conditions (referred to as "the Terms") constitute a contractual agreement between you (the "User") and the issuer of the eZAR Tokens, RainFin GP Proprietary Limited (Registration Number 2024/130769/07), acting in its capacity as the general partner ("General Partner") of the eZAR En Commandite Partnership, eZAR (the "Partnership").

1.2. References in the Terms to the "Partnership" refer to the General Partner, acting in its capacity as the general partner of the Partnership.

1.3. Collectively, the User and the Partnership shall be referred to as the "Parties," and each a "Party". The Terms set out the rights and obligations of the Parties relating to the eZAR Tokens.

1.4. The obligations of the Partnership to the User under the Terms are limited to the Issue and purchase of eZAR Tokens in accordance with the Terms, acting as principal.

1.5. The Partnership has appointed the Main Service Provider to provide financial services in respect of the eZAR Tokens. The Terms should be read in conjunction with the terms and conditions applicable to use of the Permitted Wallets. The Partnership does not provide and shall have no liability in connection with the Permitted Wallets. To the extent that the General Partner renders financial services in respect of the eZAR Tokens, it shall do so as a juristic representative of the Main Service Provider. The Partnership does not warrant that it or its activities are or will be regulated by South African financial sector laws.

1.6. Should any provision in the Terms state that the Main Service Provider or any other person will enjoy rights and benefits under the Terms in relation to the User, then the Main Service Provider and/or such other person may accept the benefit of such rights and benefits in any manner and at any time by written notice to the General Partner. No provisions under the Terms shall be interpreted as creating obligations under the Terms for the Partnership in favour of the Main Service Provider and/or such other person; or obligations for the Main Service Provider or such other person in favour of the Partnership.

1.7. The Partnership retains the right to periodically update and/or amend the Terms at its sole discretion and will publish the revised terms on the platform provided by the Xcap.network and/or the following website: www.esav.co.za ("the Website"). The amended Terms will be binding on the Parties from the date indicated therein. It shall be the policy of the Partnership for changes to take effect on a date following such publication. However, the Partnership need not give any prior notice of amendments to the Terms that are to the User's benefit; are required to comply with applicable laws and/or regulations or as otherwise required by applicable regulators; relates to a new product or service made available to the User; or otherwise clarifies an existing term of the Terms. The User must visit the Website frequently to stay informed about any modifications made and the User agrees that the Partnership shall not be liable to the User or any third party as a result of any losses suffered by any update or amendment of the Terms. If the User does not agree with the amendments in the amended Terms or is restricted or prohibited by applicable laws and regulations from holding eZAR tokens, the User must discontinue using the Rainfin-Network and the eZAR tokens.

1.8. eZAR tokens are "crypto assets" as that term is defined in General Notice 1350 of 2022 issued under the Financial Advisory and Intermediary Services Act by the South African Financial Sector Conduct Authority, and eZAR tokens are not intended to constitute securities of any kind or participatory interests in a collective investment scheme.

1.9. These Terms do not, and are not intended to, constitute a prospectus or offer document of any sort and should not be construed as an offer of securities of any form or an offer of participatory interests in a collective investment scheme.

1.10. The acquisition of eZAR tokens is subject to several risks, some of which have been set out in the Terms. If the User is in any doubt as to the suitability or otherwise of acquiring the eZAR tokens, the User should seek appropriate independent professional advice. The resolution of legal disputes in relation to these Terms will be subject to arbitration. If you have any questions regarding the Terms, please contact the Main Service Provider at info@rainfin.com. If the User does not agree to any clause in the Terms, the User should not acquire eZAR tokens.

1.11. As further described in the Terms, by acquiring eZAR tokens, and to the extent permitted by law, the User agrees not to hold the Partnership or its past and present employees, officers, directors, partners, shareholders, subsidiaries, or agents liable for any indirect, special, incidental, or consequential losses, damages, claim, or expense arising from, or in any way connected to, eZAR tokens or the application of the Terms.

1.12. The Partnership and/or the Main Service Provider intend to approach suppliers of products and services to accept eZAR tokens as payment. Information in relation to such suppliers and the circumstances in which they will accept eZAR tokens as payment will be published on the Website from time to time. No assurance can be given that any suppliers will agree to such arrangements or that, once they have so agreed, they will continue to accept eZAR tokens as payment in the future.

1.13. You acknowledge, understand, and agree that: 

1.13.1. By acquiring eZAR tokens you are subject to and bound by the Terms and to the Partnership's privacy policy (as amended from time to time) relating to the processing and use of the User's personal information in compliance with the South African Protection of Personal Information Act, which policy can be accessed here: www.esav.co.za. 

1.13.2. The eZAR tokens have no rights, intended uses, or attributes outside of use within the Xcap.network or as otherwise expressly referred to in the Terms. 

1.13.3. The purchase of eZAR tokens is non-refundable and cannot be cancelled. 

1.13.4. The Partnership reserves the right to refuse or cancel eZAR token acquisition requests at any time in its sole and absolute discretion. 

1.13.5. Delays may occur in relation to any purchase or sale of the eZAR tokens, and the eZAR tokens are therefore not suitable for persons with no other financial means or who have a pressing need for liquidity. 

1.13.6. Acquisition of eZAR tokens should be undertaken only by individuals or entities and their management that understand cryptographic tokens and their use, storage, and transmission, blockchain-based software systems, and the Permitted Wallet and its associated terms. If you do not understand the above, then you should not acquire eZAR tokens. By acquiring eZAR tokens you will be deemed to have read and understood the requirements mentioned in this paragraph. While the Main Service Provider will be available to assist the User with factual queries, the Main Service Provider will not be responsible in any way for loss of any cryptocurrency, including eZAR tokens, resulting from actions taken by or omitted to be taken by the User. 

1.13.7. The Partnership will not provide statements to you relating to your holdings of and transactions in eZAR tokens. Such information shall be available on the XCap.Network. 

1.13.8. The eZAR Partnership and its service providers will not acknowledge, consent to, or administer any escrow, agency, trust, pledge, or other security arrangements in relation to eZAR tokens. 

1.13.9. You have reviewed to your satisfaction the Terms and all supporting materials concerning the risks associated with acquiring eZAR tokens.

1.14. The Partnership and its service providers shall be entitled to address all communications to you by means of email correspondence to such email address or message to such cell phone number as you provided when obtaining your Permitted Wallet, and the Partnership and its service providers shall not be obliged to respond to any messages sent to its published contact addresses other than from such email address or cell phone number. These Terms are provided to you and communicated in English. The Partnership and its service providers will also communicate with you in English in respect of all matters related to eZAR tokens and any associated services.

1.15. References in the Terms to service providers in the phrase the "Partnership and its service providers" refer to providers appointed by the Partnership to provide services to it and/or to Users, and includes the Main Service Provider.

‍

2. DEFINITIONS

2.1. Unless the context requires otherwise, in addition to the terms defined in the introduction or body of the Terms, the following bolded terms shall have the ascribed meanings to them below: 

2.1.1. Business Day means a day other than a Saturday, Sunday, or public holiday in the Republic of South Africa. 

2.1.2. CASP means a crypto asset service provider licensed under the South African Financial Advisory and Intermediary Services Act 37 of 2002 to provide crypto asset services as an authorised financial services provider or a juristic representative of such authorised financial services provider. 

2.1.3. General Partner means RainFin GP Proprietary Limited, the general partner of the Partnership. 

2.1.4. Issue means, when used in the context of eZAR tokens, the sale of eZAR tokens by the Partnership to a token holder for South African Rand at the rate of R1.00 per token subject to the Terms and in so doing the Partnership may sell and transfer newly minted eZAR tokens (as principal) or procure the sale of existing eZAR tokens (acting as agent on behalf of an undisclosed principal), and "Issuance" shall have an analogous meaning. 

2.1.5. Limited Partner means a commanditarian partner of the Partnership who has invested capital and may receive distributions from the Partnership. 

2.1.6. Main Service Provider means RainFin Proprietary Limited, the company providing operational and other services to the Partnership. 

2.1.7. Partnership means the eZAR En Commandite Partnership in respect of which the General Partner acts as general partner. 

2.1.8. Permitted Wallet means a digital wallet supervised by a licensed CASP and approved for holding eZAR tokens. 

2.1.9. Permitted Wallets Linked to a Limited Partner means Permitted Wallets that have been verified and attributed to a specific Limited Partner through the Partnership's systems. 

2.1.10. Yield Distribution means additional eZAR tokens awarded to token holders as contemplated in the Terms. 

2.1.11. Xcap.network means the public permissioned proof-of-stake blockchain network operated at xcap.network or its successor. The XCAP Network is an EVM-based blockchain that enables the creation, issuance, and trading of cryptographically secured tokens (including but not limited to eZAR Tokens) within a permissioned ecosystem. 

2.1.12. ZAR means the South African Rand being the lawful currency for the time being of the Republic of South Africa.

‍

3. ONBOARDING PROCESS AND ELIGIBILITY CRITERIA

3.1. Only persons who hold a Permitted Wallet in accordance with the terms associated therewith qualify to acquire eZAR Tokens. 

3.1.1. By acquiring eZAR tokens, the User represents and warrants on an ongoing basis that: 

3.1.1.1. Age: If you are a natural person you are at least 18 years old or the legal age of majority in your jurisdiction. 

3.1.1.2. Jurisdictional Restrictions: You are not a resident of, or located in, a jurisdiction where participation in crypto asset transactions is prohibited or restricted by applicable law or regulation. 

3.1.1.3. In addition, you are a resident of South Africa for South African exchange control purposes. 

3.1.1.4. Identity Verification (KYC): You agree to complete any necessary "Know Your Customer" (KYC) verification process as required by the Partnership and/or the Main Service Provider or as otherwise contemplated on the Xcap.network. This may involve providing valid identification documents and any additional information and documents requested by the Partnership or its service providers. 

3.1.1.5. Investment Limits: You agree to comply with any minimum or maximum investment limits set from time to time by the Partnership for eZAR token transactions. 

3.1.1.6. Anti-Money Laundering (AML) Compliance: You agree to comply with all "Anti-Money Laundering" (AML), "Counter-Terrorist Financing" (CTF) and Proliferation Financing (PF) policies and procedures as specified by the Partnership or its service providers. 

3.1.1.7. Restricted Persons: You confirm that you are not a government official or an employee of an organization that may be subject to specific restrictions on the acquisition or use of crypto assets that have not been disclosed to and accepted by the Partnership or the Main Service Provider. You confirm that you are not a person included on any sanctions list; or a person that is otherwise subject to sanctions; or a person that controls, is controlled by or under common control with such a person where the applicable sanctions list or sanctions are made by the United Nations, EU, South African government or the governments of the USA, UK, France, or Australia. 

3.1.1.8. Risk Assessment: You acknowledge that the Partnership and/or its service providers may conduct a risk assessment of potential users and you agree to provide any requested information or documentation for this purpose. You undertake that all information provided by you in connection with the Permitted Wallet, the acquisition of the eZAR Token and/or use of the platform provided by the Xcap.network shall be true and correct. 

3.1.1.9. Compliance with Xcap.network Terms and Conditions: In addition to the Terms and the terms and conditions associated with the Permitted Wallet, you agree to abide by the terms and conditions relating to use of the platform made available on the Xcap.network. 

3.1.1.10. Technology Requirements: You confirm that you have the necessary technological infrastructure, including a compatible web browser and a secure internet connection, to access and use the Permitted Wallet and the platform made available by the Xcap.network. 

3.1.1.11. Acting as Principal: You confirm that you are acting as principal when acquiring, holding, or transacting in, eZAR tokens and that you are not doing so as agent, mandatory, nominee or trustee for any other person. 

3.1.1.12. Lawful Transactions: You will not use the eZAR tokens or any related services for any illegal activity, including, but not limited to, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, Ponzi schemes, other violent activities or any practices prohibited under financial sector laws. 

3.1.1.13. Prohibited Transactions: You will not acquire or use eZAR tokens for transactions which require you to be licensed by any government authority (or registered with the Financial Intelligence Centre as an accountable institution under the Financial Intelligence Centre Act), for example, the provision of insurance, gambling services or money transmission services; or for any transactions that are required by law to be effected by means of payment in fiat currency (such as payments made in terms of court orders), (herein referred to as the "Eligibility Criteria").

3.2. The Partnership reserves the right to verify the information provided by Users and to restrict or deny access to the platform provided by the Xcap.network or participation in eZAR token transactions for individuals or entities that do not meet the specified Eligibility Criteria. If the Partnership suspects or determines that the User has breached the Terms, then the Partnership may direct that you forfeit any eZAR tokens otherwise eligible for sale and that the User forfeits any associated disposal, including the right to sell the eZAR tokens to the Partnership.

3.3. Notwithstanding the foregoing, the Partnership may determine not to Issue eZAR tokens to particular persons or groups of persons or markets, either in its sole discretion or due to legal or regulatory requirements. The Partnership may also, without liability to any User or any third party, direct that no Permitted Wallet may be made available to a person for purpose of acquiring or holding eZAR tokens.

3.4. The Partnership and/or any of its service providers reserve the right to block the transfer of eZAR tokens to and from an address or person as permitted under any blacklisting policy it or they may adopt from time to time.

‍

4. TOKEN MECHANICS: ISSUANCE, SALE AND YIELD DISTRIBUTION

References in the Terms to eZAR tokens shall include references to fractions of tokens. The Partnership may round any payment obligation relating to the Issuance or purchase of fractions of eZAR tokens to the nearest cent.

4.1. Token Issuance Process: eZAR tokens are issued by the Partnership when: 

4.1.1. Purchase considerations are received from eligible users; or 

4.1.2. Yield distributions are made to token holders.

4.2. Blockchain Infrastructure: 

4.2.1. eZAR tokens are recorded on the xcap.network blockchain and must be held in Permitted Wallets supervised by CASPs.

4.3. Sale to the Partnership: 

4.3.1. Sale Entitlement: Subject to the Terms, every token holder has the right to sell eZAR tokens for South African Rand at the rate of R1.00 per token to the Partnership. 

4.3.2. Sale Process: The Partnership will use reasonable efforts to process sale requests promptly, subject to liquidity and solvency management requirements and procedures. The Partnership may prescribe redemption procedures from time to time. 

4.3.3. Identity of the Purchaser: Notwithstanding anything to the contrary contained in these Terms, when acting upon a sale request, the Partnership may purchase the applicable offered tokens itself as principal or may elect to facilitate, as agent acting for a non-disclosed principal, a sale of the tokens to another person. Each User offering eZAR tokens for sale agrees to the Partnership and/or such other person purchasing the tokens, provided that the User receives R1.00 per eZAR token. 

4.3.4. Liquidity and Solvency Management: If required by circumstances, the Partnership may implement liquidity management requirements and procedures in its discretion, including: (i) proportional processing of sale requests if total requests exceed available liquidity on any given day; (ii) maintaining operational reserves for ongoing Partnership obligations; (iii) queuing redemption requests for processing on subsequent Business Days.

4.4. Yield Distribution Mechanism: 

4.4.1. Investment and Income Generation: The Partnership invests amounts received through the sale of eZAR tokens primarily in eZAR Tokens and other income generating assets. 

4.4.2. Yield Distribution and other Distributions: 

4.4.2.1. The Partnership intends to effect Yield Distributions with the purpose of attracting investments in eZAR tokens so that the Partnership may earn income on the investments it makes with the proceeds. The Partnership intends to use a high percentage of its net income to make Yield Distributions on a daily basis to eZAR token holders in proportion to the number of eZAR tokens held by each token holder in Permitted Wallets. The Partnership may vary the percentage of net income to be used for Yield Distributions from time to time. 

4.4.2.2. In addition, any Limited Partner to whom Permitted Wallets are linked may elect from time to time in its discretion to transfer distributions of profit of the Partnership to which it is entitled to eZAR token holders in the form of eZAR tokens, in proportion to the number of eZAR tokens held by token holders in Permitted Wallets.

4.5. Yield Disclaimers and Limitations: Important: Yield distributions are subject to the following limitations: 

4.5.1. Not Guaranteed: Yield Distributions depend on the net income of the Partnership. 

4.5.2. Variable: The number of eZAR tokens forming part of Yield Distributions will vary based on investment performance of the Partnership and may be zero. 

4.5.3. No Direct Claim: Token holders have no contractual claim against the Partnership for Yield Distributions and the Partnership will elect whether to make Yield Distributions and the amount thereof. 

4.5.4. Investment Risk: Underlying investments may generate losses, reducing or eliminating potential yields.

‍

5. TOKEN ACQUISITION AND SALE TERMS

5.1. Token Acquisition Methods: eZAR tokens may be acquired through:

5.1.1. Issuance by the Partnership at R1.00 per token, subject to the Terms; or 

5.1.2. Through purchases from other eZAR token holders at a price agreed with such token holders.

5.2. The Partnership may, in its sole discretion, offer eZAR tokens for sale to eligible persons at R1.00 per token, subject to the Terms. 

5.3. Token sales are subject to the Partnership's operational requirements and liquidity and solvency management. 

5.4. The Partnership reserves the right to limit, suspend, or refuse eZAR token sales at any time.

5.5. Primary purchase process: 

5.5.1. Payment must be made in ZAR to the Partnership's designated bank account(s). The User shall only make payment to the Partnership if the User has obtained a Permitted Wallet and meets all of the Eligibility Criteria. 

5.5.2. Tokens will be issued to the purchaser's Permitted Wallet following successful payment verification and compliance confirmation.

5.6. Purchase Requirements: 

5.6.1. Purchasers and sellers of eZAR tokens must satisfy the Eligibility Criteria on a continuous basis. 

5.6.2. The Partnership and its service providers may impose minimum and maximum purchase limits. 

5.6.3. All purchases are subject to KYC/AML verification and compliance procedures.

5.7. Payment Security and Verification: 

5.7.1. All payments for eZAR tokens, whether on a sale to or acquisition from token holder, must be made from verified bank accounts in the user's name. 

5.7.2. If the Partnership sells eZAR tokens and any payment received in relation thereto is reversed by an applicable bank after the transaction is completed, then the Partnership reserves the right to retroactively cancel the transaction and such Issuance. 

5.7.3. Or the User shall owe the applicable amount to the Partnership and the Partnership may appropriate any amounts owing to the User by the Partnership for purposes of settling the debt of the User; or the Partnership may claim payment of such amount from the User on the basis that the User shall be liable for all costs the Partnership incurs (including legal costs). 

5.7.4. The Partnership may require additional documentation to verify payment sources and purchaser identity. The Partnership may implement anti-fraud and anti-money laundering procedures for all token transactions, which may delay the processing thereof.

5.8. Primary Issuance by the Partnership to Limited Partners: The Partnership may discharge any distribution of Partnership profit to its Limited Partners by Issuing eZAR Tokens to them. The Partnership may also Issue and purchase eZAR Tokens to and from Limited Partners for cash payment in accordance with the Terms.

‍

6. SECONDARY MARKET TRADING PROVISIONS

6.1. Token holders may buy and sell eZAR tokens to and from other token holders having Permitted Wallets at mutually agreed prices. 

6.2. Secondary market prices are the result of agreement between buyer and seller and may differ significantly from the R1.00 Partnership sale price. 

6.3. The Partnership has no involvement in or responsibility for such secondary market transactions. 

6.4. Token holders may transfer eZAR tokens to other persons who satisfy the Eligibility Criteria. 

6.5. All transfers of eZAR tokens must be conducted between holders of Permitted Wallets supervised by licensed CASPs. 

6.6. Transferees become bound by the Terms upon receiving eZAR tokens. 

6.7. Transfer Requirements: 

6.7.1. Both transferor and transferee must maintain current KYC/AML compliance and a Permitted Wallet. 

6.7.2. Transfers must comply with all applicable regulatory requirements. 

6.7.3. The Partnership may impose additional verification requirements for large or frequent transfers. 

6.8. Market Disclaimers: 

6.8.1. The Partnership provides no representations or warranties regarding secondary market liquidity, pricing, or transaction completion. 

6.8.2. There is no guarantee that a secondary market for eZAR tokens will develop or continue to exist. 

6.8.3. Token holders may be unable to sell their tokens at desired prices or at all to third parties.

6.9. The Partnership and its service providers disclaim all responsibility and accept no liability for third-party trading platform performance, security, operational continuity, platform failures, security breaches, or operational issues. 

6.10. Token Holders use third-party platforms entirely at their own risk. 

6.11. Transfer Effects on Token Rights: 

6.11.1. Yield Eligibility Considerations: 

6.11.1.1. Yield Distributions will decrease proportionately if eZAR tokens are transferred since the token holder will have fewer eZAR tokens. 

6.11.1.2. Following transfer, the transferee of eZAR tokens having Permitted Wallets will be eligible for Yield Distributions in relation to the transferred eZAR tokens (and not the transferor). 

6.11.2. Rights Transfer: 

6.11.2.1. Any purchaser or transferee of eZAR tokens must satisfy the Eligibility Criteria and have a Permitted Wallet. 

6.11.2.2. Rights and obligations associated with eZAR tokens transfer automatically to the new token holder. 

6.11.2.3. Transferees acquire the right to sell the eZAR tokens to the Partnership and potential yield eligibility associated with the transferred eZAR tokens under the Terms. 

6.11.2.4. Transfer does not create any additional rights or modify existing token terms. 

6.11.2.5. The Partnership may maintain and update lists of restricted transferees, to whom transfer may not be made. 

6.11.2.6. Transfers to persons in jurisdictions where crypto asset ownership or trading is prohibited are not permitted. 

6.11.2.7. Token holders are responsible for ensuring compliance with applicable laws in both their jurisdiction and the transferee's jurisdiction. 

6.11.2.8. Transfers to sanctioned persons, entities, and jurisdictions that would violate applicable sanctions or regulatory requirements are not permitted.

‍

7. OPERATIONAL PROCEDURES

7.1. Token Sale Processing: 

7.1.1. The Partnership will use reasonable endeavours to process eZAR token issuances. 

7.1.2. Within 1 Business Day of payment confirmation and compliance verification. Processing times may be extended due to enhanced due diligence requirements, technical issues, or operational constraints. 

7.1.3. The Partnership will provide reasonable updates on processing status through approved communication channels. 

7.2. Transfer Confirmation: 

7.2.1. All transfers are subject to blockchain confirmation requirements. 

7.2.2. Transfers are considered final and irreversible upon blockchain confirmation. 

7.2.3. Token holders are solely responsible for ensuring accurate transfer details and recipient wallet addresses. 

7.3. Trading Support: 

7.3.1. The Partnership and its service providers may provide technical support for token transfers and trading activities. 

7.3.2. Support is limited to technical and operational matters and does not include investment advice or market guidance. 

7.3.3. Token holders are responsible for their own trading decisions and market analysis.

‍

8. WALLET REQUIREMENTS AND LINKING

8.1. Establishment of a Permitted Wallet: 

8.1.1. Prior to acquisition of an eZAR token you will be required to register a profile on the platform, provided by the Xcap.network where you will set up a username and password in order to create a Permitted Wallet as well as meeting all other Eligibility Criteria. 

8.1.2. Your username and password linked to your Permitted Wallet must be kept confidential. 

8.1.3. You are responsible for all transactions made from your Permitted Wallet with your credentials. 

8.1.4. Legal ownership of eZAR tokens held in a Permitted Wallet shall at all times remain with you, the User, and shall not pass to the Partnership or to Limited Partners. As owner, you bear the risk and enjoy the benefits associated with ownership of such tokens. 

8.2. Permitted Wallet Requirements: 

8.2.1. eZAR tokens must be held in Permitted Wallets that: 

8.2.1.1. Are supervised by a licensed CASP; 

8.2.1.2. Are compatible with the xcap.network blockchain; 

8.2.1.3. Meet the Partnership's technical and compliance requirements; and 

8.2.1.4. Have completed required KYC/AML verification processes. 

8.3. Wallet Linking for Yield Eligibility: 

8.3.1. To be eligible for potential Yield Distributions, your Permitted Wallet must be linked to a particular Limited Partner through the Partnership's verification systems. 

8.3.1.1. This linking is managed by the Partnership and its service providers. 

8.3.1.2. Can be verified through approved platforms and systems. 

8.3.1.3. May be subject to ongoing compliance and verification requirements. 

8.4. Token Holder Responsibilities: 

8.4.1. You are responsible for: 

8.4.1.1. Maintaining the security of your Permitted Wallet and associated username and password. 

8.4.1.2. Ensuring continued compliance with the terms and conditions associated with use of the Permitted Wallet. 

8.4.1.3. Keeping your Permitted Wallet information and linking status current. 

8.4.1.4. Complying with all applicable laws regarding crypto asset ownership and transactions.

‍

9. FEES, COSTS AND TAX OBLIGATIONS

9.1. Token-Related Fees: 

9.1.1. No Issuance Fees: The Partnership does not charge fees for initial token issuance or Yield Distributions. 

9.1.2. No Purchase Fees: The Partnership does not charge fees for token purchases at the R1.00 rate. 

9.1.3. Future Fees: The Partnership reserves the right to commence charging fees to Users, or for its service providers to commence charging fees to Users, on such basis as the Partnership may publish pursuant to any amendment to these Terms, and the User agrees that the Partnership may deduct such fees from any fiat amounts paid by the User to the Partnership or owing by the Partnership or any other purchaser to such User. 

9.1.4. Funding: The Partnership intends to fund its costs, liabilities and expenses from income earned on its investments. The Partnership shall have the entitlement to pay the fees, costs and expenses of any of its service providers from any sources available to it and/or to enter into arrangements whereby direct or indirect service providers to the Partnership remunerate other service providers through the sharing of fees.

9.2. Tax Responsibilities: 

9.2.1. You acknowledge and agree that: 

9.2.1.1. You are solely responsible for determining the tax implications of eZAR ownership, Yield Distributions received, sales to the Partnership and other sales and transfers. 

9.2.1.2. Your tax treatment may vary based on your jurisdiction and circumstances. 

9.2.1.3. You should seek professional tax advice regarding your specific situation. 

9.2.1.4. The Partnership makes no representations regarding the tax treatment of eZAR tokens or Yield Distributions. 

9.2.1.5. The Partnership shall be entitled to implement any tax administration requirements imposed by applicable laws.

‍

10. NO WARRANTIES, RISK AND OTHER DISCLOSURES

10.1. eZAR tokens are provided "as is" and without any representation or warranty, whether express or implied, and excludes any representations or warranties implied by statute, save where applicable law precludes such exclusion. 

10.2. By acquiring eZAR tokens the User confirms and acknowledges the following disclosures and risks, and undertakes not to hold the Partnership and its service providers and their respective past and present employees, officers, directors, partners, shareholders, subsidiaries or agents liable for any claims, damages, liability, losses, costs, and expenses that may be suffered or incurred by the User on account of such risks. 

10.3. General Risks: 

10.3.1. Not Legal Tender: eZAR tokens are not legal tender, are not backed by any government authorities, and no statutory insurance scheme is available to make good losses suffered on the inability of the Partnership to comply with the Terms. 

10.3.2. Irreversible: Transactions in eZAR tokens may be irreversible. Once you send eZAR tokens to an address, you accept the risk that you may lose access to, and any claim on, that eZAR tokens indefinitely or permanently. For example, losses due to fraudulent or accidental transactions may not be recoverable. 

10.3.3. Acceptance: There is no assurance that persons who may from time to time accept eZAR tokens as payment for products or services will continue to do so in the future. 

10.3.4. Increased risk of fraud or cyber attack: The nature of crypto assets may lead to an increased risk of fraud or cyber attack. 

10.3.5. Conflicts of interest: Partners in the Partnership will potentially have the right to receive greater distributions of profits of the Partnership if the Partnership reduces its expenses, including Yield Distributions. 

10.3.6. Yield Variability: Yield Distributions may vary significantly or be zero, based on the Partnership's investment performance, its net income, and its decisions as to Yield Distributions. 

10.3.7. No Yield Guarantee: There is no guarantee of any yield or return beyond the R1.00 price at which the Partnership will purchase eZAR tokens offered to it, subject to the Terms. 

10.3.8. Investment Losses: Underlying investments of the Partnership may lose value, potentially eliminating yields and adversely affecting the ability of Partnership to meet its purchase obligations. 

10.3.9. Limited Partner Risk: Any eZAR tokens distributed to token holders at the direction of a Limited Partner (and paid for out of any distribution of Partnership profit to which the Limited Partner may be entitled) will depend on the Limited Partner's decisions and financial capacity. 

10.4. Technology and Operational Risks: 

10.4.1. Blockchain Risk: Technical failures or vulnerabilities in blockchain infrastructure may affect token functionality. 

10.4.2. Wallet Security: Loss or compromise of the User's username and password or private keys may result in permanent loss of tokens. 

10.4.3. Platform Dependency: Token operations depend on third-party technology platforms and service providers. 

10.4.4. Cyber Security: Risk of hacking, security breaches, or technical failures affecting token systems. 

10.4.5. Technology: Any technological difficulties experienced by the Partnership or its service providers or the Xcap.network may prevent access or use of eZAR Tokens. 

10.5. Regulatory and Legal Risks: 

10.5.1. Regulatory Changes: Evolving crypto asset regulations may affect token operations or legal status and may adversely affect the use, transfer, Issue, sale or value of eZAR tokens. 

10.5.2. Compliance Requirements: New regulatory requirements may impose additional obligations or restrictions. 

10.5.3. Licensing Risk: Changes in licensing requirements may affect service provider operations. 

10.5.4. Legal Classification: Changes in legal classification of tokens may affect rights and obligations.

‍

11. DISPUTE RESOLUTION AND GOVERNING LAW

11.1. Governing Law: 

11.1.1. These Terms are governed by and construed in accordance with the laws of the Republic of South Africa. 

11.2. Dispute Resolution: 

11.2.1. Any dispute, controversy, or claim arising out of or relating to the Terms, or the breach, termination, or invalidity thereof, shall be resolved through binding arbitration in Cape Town, South Africa, in accordance with the Arbitration Rules of the Arbitration Foundation of Southern Africa or its successor. 

11.2.2. Subject to clause 

11.2.3, in respect of any court proceedings, the parties agree to submit to the (non-exclusive) jurisdiction of the High Court of South Africa, Western Cape Provincial Division, Cape Town. 

11.3. Class Action Waiver: 

11.3.1. You agree that any arbitration or legal proceeding shall be conducted on an individual basis and not as part of a class action, collective action, or representative proceeding.

‍

12. LIMITATIONS OF LIABILITY AND INDEMNIFICATION

12.1. Liability Limitations and Limited Recourse: 

12.1.1. To the maximum extent permitted by applicable law, the total extent of the obligations and liability of the Partnership and/or the General Partner to any token holder for all claims arising from or relating to eZAR tokens and their use shall be limited to Issuing eZAR tokens to any User qualifying for such Issuance or purchasing the eZAR tokens held by the User at the applicable R1.00 price per token, as set out in the Terms. 

12.1.2. You may have recourse only to the assets of the General Partner and the assets of the Partnership in satisfaction of any claim brought or arbitral reward or judgement received in your favour against the Partnership. You specifically acknowledge and agree that you shall have no claim whatsoever against any Limited Partner in any circumstances on account of it being a partner in the Partnership. 

‍

12.2. Excluded Damages: 

12.2.1. None of the Partnership, General Partner, or Main Service Provider shall be liable for: 

12.2.1.1. Indirect, consequential, special, or punitive damages; 

12.2.1.2. Loss of profits, revenue, business opportunities or data; 

12.2.1.3. Technology failures or security breaches beyond their reasonable control; 

12.2.1.4. Actions or omissions of third-party service providers, including CASPs; 

12.2.1.5. Regulatory changes or government actions affecting token operations; 

12.2.1.6. Market volatility or investment losses in underlying assets; 

12.2.1.7. Unauthorized access to or alteration of the Users' transmissions or data; and/or 

12.2.1.8. Any other matter involving the use of eZAR tokens. 

‍

12.3. Third Parties 

12.3.1. If you have a dispute with any transferor or transferee of eZAR tokens other than the Partnership, or with other users of eZAR tokens or with any third parties, you exempt the Partnership and its service providers, and their respective past and present employees, officers, directors, partners, shareholders, subsidiaries or agents from all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. 

12.3.2. The Partnership and its service providers are not liable for any losses or issues that may arise from third-party transactions relating to the supply of goods and services facilitated by means of the transfer of eZAR tokens, including, but not limited to, failure to comply with applicable law and regulations (including any consequences for illegal transactions that might be triggered under the Terms), the quality and delivery of such products and services, or your satisfaction with any such products or services. If you are not satisfied with any goods or services purchased from a third party using eZAR tokens, you must address such issues directly with the third-party seller. 

12.4. Force Majeure: The Partnership and its service providers shall have no liability for any failure or delay resulting from any condition beyond its reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labor conditions and strikes, power failures or load shedding, equipment failures, and internet disturbances. 

12.5. Indemnification: 

12.5.1. You agree to indemnify and hold harmless the Partnership, its service providers, the Main Service Provider, the General Partner and their respective past and present employees, officers, directors, partners, shareholders, subsidiaries or agents from and against any claims, damages, liability, losses, costs, and expenses (including reasonable legal fees) arising from: 

12.5.1.1. Your breach of the Terms; 

12.5.1.2. Your violation of applicable laws or regulations; 

12.5.1.3. Your negligent or wrongful acts in connection with eSAV; 

12.5.1.4. Inaccurate information provided by you for KYC/AML or other purposes.

‍

13. TERMINATION

13.1. Partnership Termination: 

13.1.1. In the event of Partnership termination or dissolution: 

13.1.1.1. All outstanding eZAR tokens will be purchased by the Partnership at the R1.00 price per token in accordance with the Terms and Users undertake to give their timely cooperation and to sell the tokens to the Partnership accordingly. 

13.1.1.2. Token holders will be notified of termination procedures and sale processes. 

13.1.1.3. Final Yield Distributions will be made in accordance with the Partnership Agreement and applicable law.

‍

14. MISCELLANEOUS PROVISIONS

14.1. Entire Agreement: 

14.1.1. These Terms constitute the entire agreement between you and the Partnership regarding eZAR tokens. 

14.2. Severability: 

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

14.3. Assignment: 

14.3.1. Unless otherwise provided for in the Terms, you may not assign or transfer your rights or obligations under the Terms without the Partnership's prior written consent. 

14.3.2. The Partnership may cede and delegate its rights and obligations without restriction to one or more persons without the User's consent, provided that the assets of any such transferee will exceed its liabilities (fairly valued) following the transfer of any obligations. 

‍

14.4. Contact Information: For questions regarding the Terms or eZAR tokens, please contact the Partnership or the Main Service Provider at the following contact details.

1. Physical Address: First Floor, Suite 5a, Waterstone Office Park, Cnr Main Road & R44, Somerset West, 7130
2. Email Address: Sean.emery@rainfin.com
3. Contact Person: Sean Emery

‍