Terms of Service

Effective date: March 5, 2026 Last updated: March 5, 2026

These Terms of Service ("Terms") are a legally binding agreement between you ("User", "you", or "your") and SettleMint NV, incorporated in Belgium with company number 0661.674.810 and registered at Kempische Steenweg 311 bus 4.01, 3500 Hasselt ("SettleMint"). These Terms govern your access to and use of the SettleMint Digital Asset Lifecycle Platform ("DALP" or the "Platform").

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Platform on behalf of a legal entity, you represent and warrant that you have authority to bind that entity to these Terms, and "you" and "your" will refer to that entity.

1. Definitions

"Account" means the user account created by or for you to access and use the Platform.

"Authorized User" means any individual who is authorized by you to access and use the Platform under your Account, including your employees, contractors, and agents.

"Confidential Information" means any non-public information disclosed by one party to the other in connection with these Terms, including technical, business, financial, and operational information.

"Content" means any data, information, files, documents, configurations, smart contract code, or other materials that you upload, submit, or transmit through the Platform.

"Digital Assets" means tokens, securities, bonds, funds, stablecoins, or other digitized financial instruments created, managed, or serviced through the Platform.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, database rights, and other intellectual property rights, whether registered or unregistered.

"Order Form" means any ordering document, subscription confirmation, or online order flow referencing these Terms and specifying the services, fees, and subscription term applicable to your use of the Platform.

"Personal Data" has the meaning given to it under applicable data protection legislation, including the EU General Data Protection Regulation (Regulation 2016/679) ("GDPR").

"Platform" means the SettleMint Digital Asset Lifecycle Platform, including all associated software, APIs, documentation, blockchain infrastructure, smart contract tooling, and related services.

"Services" means the services provided through or in connection with the Platform as described in the applicable Order Form.

"Subscription Term" means the period during which you are authorized to access and use the Platform, as specified in the applicable Order Form.

2. Platform description

DALP is a full-stack solution for digital asset tokenization and lifecycle management. The Platform enables organizations to issue and service tokenized financial assets on blockchain networks.

The Platform provides the following capabilities.

• Creation and deployment of tokenized financial instruments (bonds, equities, funds, stablecoins, and other digital assets).
• Compliance and regulatory workflow management, including KYC/KYB verification and transfer restrictions.
• Smart contract deployment and management.
• Asset servicing operations such as distributions, issuer events, and redemptions.
• User and role-based access management.
• API access for programmatic integration with third-party systems.
• Blockchain network connectivity and infrastructure management.

The specific features and services available to you depend on your subscription tier and applicable Order Form.

3. Account registration and security

3.1 Account creation

To use the Platform, you must create an Account by providing accurate and complete registration information. You agree to maintain and promptly update your Account information to keep it accurate and current.

3.2 Account security

You are responsible for maintaining the confidentiality of your Account credentials, including your password and any multi-factor authentication methods. You agree to immediately notify SettleMint at [email protected] of any unauthorized use of your Account or any other breach of security.

3.3 Account responsibility

You are solely responsible for all activities that occur under your Account, including steps taken by Authorized Users. SettleMint is not liable for any loss or damage arising from unauthorized use of your Account.

3.4 Authorized users

You may authorize individuals to access the Platform under your Account. You are responsible for ensuring that all Authorized Users comply with these Terms. Any breach of these Terms by an Authorized User will be deemed a breach by you.

4. License and Access

4.1 License grant

Subject to your compliance with these Terms and payment of applicable fees, SettleMint grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Platform during the Subscription Term for your internal business purposes.

4.2 Restrictions

The following activities are prohibited. You agree not to, and will not permit any Authorized User or third party to, engage in them.

• Copy, modify, adapt, translate, or create derivative works of the Platform or any part thereof.
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Platform, except to the extent expressly permitted by applicable law.
• Sublicense, sell, lease, rent, lend, assign, distribute, or otherwise transfer rights to the Platform to any third party.
• Remove, obscure, or alter any proprietary notices, labels, or marks on the Platform.
• Use the Platform to develop a competing product or service.
• Use the Platform for any unlawful purpose or in violation of any applicable law or regulation.
• Interfere with or disrupt the integrity or performance of the Platform or any data contained therein.
• Attempt to gain unauthorized access to the Platform, related systems, or networks.
• Use automated means (including bots, scrapers, or crawlers) to access or collect data from the Platform, except through published APIs in accordance with applicable rate limits.
• Use the Platform to process, store, or transmit any material that infringes or misappropriates the rights of any third party.
• Use the Platform to transmit malicious code, viruses, or other harmful content.

4.3 Suspension

SettleMint may suspend your access to the Platform, in whole or in part, immediately upon notice. Grounds for suspension include a breach of these Terms, a security risk posed by your use of the Platform, exposure to liability for SettleMint or any third party arising from your use, or an overdue Account balance.

SettleMint will use commercially reasonable efforts to give advance notice of any suspension and to restore access promptly once the grounds for suspension have been resolved.

5. Fees and Payment

5.1 Fees

You agree to pay all fees specified in the applicable Order Form. Unless otherwise stated in the Order Form, all fees are quoted in euros, are non-refundable, and are exclusive of applicable taxes.

5.2 Payment terms

Invoices are payable within thirty (30) days of the invoice date, unless otherwise specified in the Order Form. Late payments will accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

5.3 Taxes

You are responsible for all taxes and government levies imposed by applicable authorities on the transactions contemplated by these Terms, excluding taxes based on SettleMint's net income.

5.4 Fee changes

SettleMint may modify fees upon at least sixty (60) days' written notice prior to the start of a renewal Subscription Term. If you do not agree to the modified fees, you may terminate your subscription by providing written notice before the renewal date.

6. Intellectual property

6.1 Platform ownership

The Platform, including all associated software, documentation, designs, algorithms, and technology, is the exclusive property of SettleMint and its licensors. Nothing in these Terms transfers any Intellectual Property Rights in the Platform to you.

6.2 Your content

You retain all rights in your Content. By uploading Content to the Platform, you grant SettleMint a limited, non-exclusive, worldwide license to use, process, store, and display your Content solely as necessary to provide the Services. This license terminates when your Content is deleted from the Platform.

6.3 Smart contracts

Smart contracts that you develop and deploy using the Platform are your property. SettleMint retains ownership of any templates, libraries, modules, or tooling provided as part of the Platform that are incorporated into your smart contracts. You receive a perpetual, non-exclusive license to use such components within the smart contracts you deploy, subject to any open-source license terms that may apply.

6.4 Feedback

If you provide SettleMint with suggestions, enhancement requests, recommendations, or other feedback regarding the Platform ("Feedback"), you grant SettleMint an unrestricted, irrevocable, perpetual, royalty-free license to use, modify, and incorporate such Feedback into the Platform without any obligation to you.

7. Data protection

7.1 Personal data

To the extent that your use of the Platform involves the processing of Personal Data, the parties agree to comply with applicable data protection legislation. SettleMint's processing of Personal Data in connection with the Platform is described in the Privacy Policy.

7.2 Data processing agreement

Where SettleMint processes Personal Data on your behalf as a data processor, the parties will enter into a Data Processing Agreement that complies with Article 28 of the GDPR. The Data Processing Agreement forms part of these Terms.

7.3 Your obligations

You are responsible for ensuring that your use of the Platform complies with all applicable data protection laws, including obtaining any necessary consents from data subjects and providing required notices.

7.4 Blockchain data

You acknowledge that data written to a blockchain network may be immutable and publicly accessible depending on the network type. You are solely responsible for determining what data is committed to a blockchain and ensuring that no Personal Data is recorded on-chain in violation of applicable data protection laws.

8. Confidentiality

8.1 Obligations

Each party must hold the other party's Confidential Information in strict confidence. Neither party may disclose it to any third party except as expressly permitted, nor use it for any purpose other than exercising rights or fulfilling obligations under these Terms.

8.2 Permitted disclosures

A party may disclose Confidential Information to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in these Terms. Disclosure to the extent required by law or court order is also permitted. Where disclosure is required, the disclosing party must give the other party prompt written notice (to the extent legally permitted) and cooperate in any effort to obtain protective treatment.

8.3 Exclusions

Confidential Information excludes information that is or becomes publicly available through no fault of the receiving party. It also excludes information that was lawfully known to the receiving party before disclosure, is lawfully obtained from a third party without restriction, or is independently developed without reference to the disclosing party's Confidential Information.

9. Warranties and Disclaimers

9.1 Mutual warranties

Each party represents and warrants that it has the legal power and authority to enter into these Terms and that it will comply with all applicable laws in connection with its performance under these Terms.

9.2 Platform warranty

SettleMint warrants that during the Subscription Term, the Platform will perform materially in accordance with the applicable documentation. Your sole and exclusive remedy for a breach of this warranty is, at SettleMint's option, repair or replacement of the non-conforming feature, or a pro-rata refund of prepaid fees for the affected period.

9.3 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." SETTLEMINT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

SettleMint does not warrant that the Platform will be uninterrupted, error-free, or free of harmful components, or that any Content will be secure or not otherwise lost or damaged.

9.4 Blockchain disclaimer

SettleMint does not control the underlying blockchain networks on which Digital Assets may be deployed. SettleMint makes no warranties regarding the operation, availability, security, or finality of any blockchain network. You acknowledge that blockchain transactions may be subject to network congestion, protocol changes, forks, or other events beyond SettleMint's control.

9.5 Regulatory disclaimer

SettleMint does not provide legal, regulatory, tax, or financial advice. The Platform's compliance features (including KYC/KYB workflows, transfer restrictions, and regulatory reporting tools) are tools to assist your compliance efforts. You are solely responsible for ensuring that your use of the Platform complies with all applicable laws and regulations in all relevant jurisdictions. This obligation extends to any Digital Assets created through the Platform.

10. Limitation of Liability

10.1 Exclusion of consequential damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THIS EXCLUSION COVERS ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS. IT APPLIES REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS IS CAPPED. THE CAP IS THE TOTAL FEES PAID OR PAYABLE BY YOU TO SETTLEMINT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

10.3 Exceptions

The limitations in Sections 10.1 and 10.2 do not apply to either party's indemnification obligations, either party's breach of confidentiality obligations, your breach of the license restrictions in Section 4.2, your payment obligations, or liability that cannot be limited under applicable law.

11. Indemnification

11.1 SettleMint indemnification

SettleMint will defend, indemnify, and hold you harmless from any third-party claim that the Platform infringes or misappropriates that third party's Intellectual Property Rights, and will pay any damages finally awarded or settlement amounts agreed to. This obligation requires that you promptly notify SettleMint of the claim, give SettleMint sole control of the defense and settlement, and provide reasonable cooperation.

11.2 Your indemnification obligations

You will defend, indemnify, and hold SettleMint harmless from any third-party claim arising from your Content, your breach of these Terms, your violation of applicable law, or any Digital Assets created, issued, or managed through the Platform. You will pay any damages finally awarded or settlement amounts agreed to.

12. Term and Termination

12.1 Term

These Terms commence on the date you first access the Platform and continue until terminated. The Subscription Term is as specified in the applicable Order Form. It automatically renews for successive periods of equal length, unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term.

12.2 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party commits a material breach that remains uncured thirty (30) days after written notice, or becomes the subject of insolvency, bankruptcy, receivership, or similar proceedings.

12.3 Effects of Termination

Upon termination or expiration, all licenses granted under these Terms terminate immediately and you must cease all use of the Platform. Each party must return or destroy the other party's Confidential Information. SettleMint will make your Content available for export for thirty (30) days following termination, after which SettleMint may delete your Content.

12.4 Survival

Sections 1, 6, 7.4, 8, 9.3, 9.4, 9.5, 10, 11, 12.3, 12.4, 13, and 14 will survive any termination or expiration of these Terms. These obligations and rights persist regardless of the reason for termination.

13. Governing law and dispute resolution

13.1 Governing law

These Terms are governed by and construed in accordance with the laws of Belgium, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Dispute resolution

Any dispute arising out of or in connection with these Terms that cannot be resolved amicably within thirty (30) days will be submitted to the exclusive jurisdiction of the courts of Leuven, Belgium. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.

14. General provisions

14.1 Entire agreement

These Terms, together with any applicable Order Form and Data Processing Agreement, are the entire agreement between the parties about the subject matter hereof and supersede all prior or contemporaneous agreements, representations, or understandings.

14.2 Amendments

SettleMint may update these Terms from time to time. Material changes will be communicated to you at least thirty (30) days in advance via email or through the Platform. Your continued use of the Platform after the effective date of the updated Terms constitutes your acceptance. If you do not agree with the changes, you may terminate your subscription before the changes take effect.

14.3 Assignment

You may not assign or transfer these Terms or any rights hereunder without SettleMint's prior written consent. SettleMint may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

14.4 Severability

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

14.5 Waiver

No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right.

14.6 Force majeure

Neither party will be liable for any delay or failure to perform its obligations, other than payment obligations, due to causes beyond its reasonable control. Covered causes include natural disasters, pandemics, acts of government, wars, terrorism, labor disputes, network or infrastructure failures, and blockchain network outages or protocol changes.

14.7 Notices

All notices under these Terms must be in writing and delivered to the addresses in the applicable Order Form. SettleMint's notice address is listed below.

SettleMint NV Philipssite 5 bus 1 3001 Leuven, Belgium Email: [email protected]

14.8 Third-party services

The Platform may integrate with or enable access to third-party services, including blockchain networks, identity verification providers, and financial data services. Third-party services are provided independently, and SettleMint does not control their availability, accuracy, or content. Your use of third-party services is subject to the applicable third party's terms and conditions.

14.9 Export compliance

You agree to comply with all applicable export and import control laws and regulations in connection with your use of the Platform. You represent that you are not located in any country that is subject to a comprehensive trade embargo and that you are not on any restricted party list.