Terms of Service

The following defined terms apply throughout these Terms. Statutory references are to New York law unless otherwise stated.

Electronic Contract Formation. These Terms constitute a binding contract formed electronically pursuant to New York State Technology Law Article 3 (Electronic Signatures and Records Act, "ESRA") and the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq., "ESIGN Act"). New York has not adopted the Uniform Electronic Transactions Act (UETA); ESRA is the applicable state framework. Under ESRA § 304, no contract shall be denied legal effect or enforceability solely because it was formed by electronic means.

Xaman Wallet Signature = Your Electronic Signature. When you approve a transaction in the Xaman app, you execute an authenticated electronic signature under ESRA § 302(3), which defines an electronic signature as "an electronic sound, symbol, or process, attached to or logically associated with an electronic record and executed or adopted by a person with the intent to sign the record." Your cryptographic private-key approval satisfies this definition and constitutes legally binding execution of any on-chain agreement signed thereby.

Consent to Electronic Records. By using the Platform you affirmatively consent to receiving all disclosures, agreements, notices, and records in electronic form, satisfying the ESIGN Act's affirmative consent requirement under 15 U.S.C. § 7001(c). You represent that you have the technical ability to access and retain electronic records. You may withdraw consent by ceasing Platform use, but withdrawal does not affect prior agreements already executed.

Acts constituting acceptance include visiting or browsing the Platform; connecting a Xaman wallet; submitting vehicle information or photos; approving any Xaman transaction; minting a Collateral NFT; or providing or receiving XRP through the Platform.

To use the Platform you must satisfy all of the following at all times:

AutoXOnboard reserves the right to refuse service, suspend access, or require additional identity verification from any User at any time, including for AML/KYC compliance.

AutoXOnboard is a DeFi technology platform facilitating vehicle-backed peer-to-peer lending on the XRP Ledger. It is not a bank, licensed lender, money services business, or financial institution. All loans are direct peer-to-peer arrangements between Borrowers and Lenders. Core services:

Governing Law. Security interests in NY-titled motor vehicles are governed by the Uniform Vehicle Certificate of Title Act, NY Vehicle & Traffic Law Article 46, and UCC Article 9 § 9-303. A security interest in a NY-titled vehicle is perfected only by notation of the lienholder's name on the Certificate of Title — not by filing a UCC-1 financing statement. Per VTL § 2118(1), the security interest is perfected when the Commissioner of Motor Vehicles issues a certificate of title noting the lien.

Borrower Lien Filing Obligations. For each loan funded through the Platform, the Borrower must:

Priority. Under UCC § 9-303, the law of the jurisdiction whose Certificate of Title covers the vehicle governs perfection and priority. An unperfected security interest is subordinate to lien creditors and subsequent bona fide purchasers. AutoXOnboard does not guarantee perfection of any Security Interest; perfection is the legal obligation of the Borrower and Lender through applicable DMV processes.

The NY DMV ELT Program allows eligible lienholders to file and release lien data electronically through an approved service provider, replacing paper forms MV-900/MV-901. Participation is currently voluntary for lenders in New York.

ELT Enrollment Status. AutoXOnboard intends to enroll in the NY ELT Program as a lienholder or via a certified ELT service provider. Enrollment requires submission of DMV Forms ELT-2 (Application), ELT-4 (Memorandum of Understanding), and ELT-3 (Title Escrow Account Application). Until enrollment is complete:

ELT Key Rules (once enrolled). Per NY DMV ELT Program Terms (Form ELT-6):

NY Law Definition. Under NY VTL § 429, a "Salvage Vehicle" is one acquired by an insurance company with a Salvage Certificate (Form MV-907A) because repair costs exceed 75% of pre-damage retail value, or which bears an out-of-state salvage designation, or was declared a "wreck" by the owner on the title at time of transfer. Under 11 NYCRR § 216.7, insurers are required to total and acquire any vehicle where anticipated repairs equal or exceed 75% of fair market value.

Mandatory Borrower Disclosure. Under NY VTL § 417-a and 15 NYCRR Part 78.13, all Borrowers must affirmatively disclose whether the submitted vehicle:

Rebuilt Salvage Vehicles. Vehicles titled "REBUILT SALVAGE: NY" (having passed DMV salvage examination per VTL § 423(c)) may be submitted subject to:

Permanently Ineligible Vehicles.

All on-chain Platform interactions require cryptographic authorization through your Xaman wallet. You are solely responsible for:

AutoXOnboard does not control the XRP Ledger and cannot reverse, cancel, or modify transactions once signed and broadcast. XRPL network fees (in XRP drops) are set by ledger consensus and are not received by AutoXOnboard.

By submitting a vehicle for onboarding you make the following representations, warranties, and covenants, each of which survives loan origination:

Submission of false information constitutes fraud under NY Penal Law §§ 170.05–170.70 (forgery and falsifying business records) and § 190.65 (scheme to defraud), and may result in account termination, collateral forfeiture, civil litigation, and law enforcement referral.

The Platform Oracle aggregates KBB Fair Market Value, NADA trade-in value, and JD Power pricing data into a weighted average on-chain reference price used to calculate maximum eligible loan amounts via the applicable LTV ratio.

AutoXOnboard reserves the right to require manual review or physical inspection for high-value, modified, or specialty vehicles; reject or adjust Oracle appraisals inconsistent with available data; apply mandatory salvage discounts per § 07; and update Oracle methodology or data sources without prior notice.

All loans are governed by the individual Loan Agreement executed on-chain between Borrower and Lender. The following general terms apply to all Platform loans.

Standard Return Schedule. Every loan funded through the Platform carries the following fixed return schedule. The "Total Amount Owed" at each stage represents the complete obligation — principal plus the applicable flat return — and is encoded into the Collateral NFT and Smart Escrow at the time of funding.

Events of Default include: failure to pay the Total Amount Owed by the end of the applicable year period; lapse of required insurance; unauthorized sale, transfer, or encumbrance of the vehicle; material misrepresentation in onboarding; failure to cooperate with DMV lien filing; vehicle destruction or total loss without timely notice; or any other material breach of the Loan Agreement.

On-Chain Default Process. Upon an event of default, the Smart Escrow automatically transfers the Collateral NFT to the Lender's XRPL wallet. AutoXOnboard will provide the Lender with all documentation on file including VIN, title records, lien filing confirmation, and DMV correspondence.

Three-Year Escalation and Auction Trigger. The following timeline governs the loan from origination through auction:

Auction Sale Procedure (UCC § 9-610). All auction dispositions of vehicle collateral must strictly comply with UCC Article 9, Part 6. The following requirements apply without exception:

Physical Title Enforcement. NFT transfer upon default establishes the record of the lien but does not automatically transfer physical vehicle title. Enforcement against the physical vehicle additionally requires:

By participating as a Lender you acknowledge:

All fees are disclosed before any chargeable Xaman transaction is signed. The following schedule applies:

You are solely responsible for compliance with all applicable laws, including:

Use of the Platform involves significant and unique risks. You expressly accept all of the following:

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.

All Platform content, design, trademarks, logos, and code — including the "AutoXOnboard" name and AutoX mark — are owned by AutoXOnboard Inc. and protected by applicable intellectual property law. You receive a limited, non-exclusive, non-transferable, revocable license to use the Platform solely for its intended purpose. You may not copy, reverse-engineer, scrape, or create derivative works from any Platform content. By uploading vehicle photos, you grant AutoXOnboard a worldwide, royalty-free, non-exclusive license to store, display, and reference those photos in connection with your Collateral NFT and related Platform operations.

Our Privacy Policy, incorporated herein by reference, governs collection, use, and disclosure of personal information. AutoXOnboard complies with the NY SHIELD Act (General Business Law § 899-aa), which requires reasonable data security safeguards for private information of NY residents, including notification obligations in the event of a security breach.

AutoXOnboard may share User information with regulatory authorities as required by law, including the NY DMV in connection with lien filing, and with law enforcement agencies investigating fraud or criminal activity.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUTOXONBOARD AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF XRP, PROFITS, DATA, TITLE, OR VEHICLE COLLATERAL.

AUTOXONBOARD'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) FEES PAID BY YOU TO AUTOXONBOARD IN THE 12 MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED US DOLLARS ($100).

Nothing in this section limits AutoXOnboard's liability for fraud, willful misconduct, or gross negligence to the extent such limitations are prohibited by applicable NY law. Some NY consumer protection statutes may limit certain exclusions.

You agree to indemnify, defend, and hold harmless AutoXOnboard and its officers, directors, employees, agents, and successors from all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: your use of the Platform; your violation of these Terms or any applicable law; any false or fraudulent vehicle representations; your infringement of third-party rights; any dispute between you and another User; or your failure to comply with NY DMV lien, title, or salvage disclosure obligations.

Informal Resolution. Before initiating any formal proceeding, you must notify AutoXOnboard at [email protected] with a written description of your dispute and attempt good-faith resolution for at least 30 days.

Binding Arbitration. Any unresolved dispute arising out of or relating to these Terms or the Platform shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in New York County, New York, in the English language. The arbitrator's decision is final and binding, and may be entered as a court judgment.

Class Action Waiver. YOU AND AUTOXONBOARD EACH WAIVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. ALL DISPUTES MUST BE BROUGHT INDIVIDUALLY.

Exceptions. Either party may seek emergency injunctive or other equitable relief in state or federal courts in New York County without waiving the right to arbitrate on the merits.

AutoXOnboard may suspend or terminate your Platform access at any time, with or without cause and without notice, including for Terms violations or regulatory requirements. Termination does not extinguish existing loan obligations. All outstanding Loan Agreements remain in full force; Smart Escrow continues operating per its on-chain terms; and NY DMV lien filing and release obligations survive account termination and must be completed by the Borrower.

AutoXOnboard may modify these Terms at any time. For material changes, we will update the version number and effective date, provide at least 14 days' advance notice via the Platform and, where practicable, by email or Xaman notification, and maintain a version archive at autoxonboard.app/terms/history. Continued Platform use after any amendment's effective date constitutes acceptance of the revised Terms.

These Terms are governed by the laws of the State of New York without regard to conflict-of-law principles, including specifically: NY Vehicle & Traffic Law Article 46 (Uniform Vehicle Certificate of Title Act); NY UCC Article 9 (Secured Transactions, including §§ 9-303, 9-311, 9-620–628); NY State Technology Law Article 3 (ESRA); NY General Obligations Law (including § 5-501 usury); NY Banking Law; and NY General Business Law §§ 349–350 and 899-aa, to the extent applicable. To the extent court proceedings are permitted under § 22, you consent to the exclusive jurisdiction of the state and federal courts in New York County, New York.

If any provision of these Terms is found invalid or unenforceable, it shall be modified to the minimum necessary extent to make it enforceable; all other provisions remain in full force.

For questions, legal notices, regulatory matters, or disputes relating to these Terms: