# Terms of Service Source: https://docs.settlemint.com/docs/legal/terms-of-service Terms and conditions governing the use of the SettleMint Digital Asset Lifecycle Platform. **Effective date:** March 5, 2026 **Last updated:** March 5, 2026 These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and SettleMint NV, a company incorporated under the laws of Belgium with company number 0661.674.810, having its registered office at Kempische Steenweg 311 bus 4.01, 3500 Hasselt, Belgium ("SettleMint", "we", "us", or "our"). 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 the authority to bind that entity to these Terms, and "you" and "your" will refer to that entity. ## 1. Definitions [#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 [#2-platform-description] DALP is a full-stack solution for digital asset tokenization, lifecycle management, and servicing. The Platform enables organizations to create, issue, manage, and service tokenized assets on blockchain networks. Platform capabilities include, but are not limited to: * 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, corporate actions, 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-account-registration-and-security] ### 3.1 Account Creation [#31-account-creation] To use the Platform, you must create an Account by providing accurate, current, and complete registration information. You agree to maintain and promptly update your Account information to keep it accurate and complete. ### 3.2 Account Security [#32-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 [support@settlemint.com](mailto:support@settlemint.com) of any unauthorized use of your Account or any other breach of security. ### 3.3 Account Responsibility [#33-account-responsibility] You are solely responsible for all activities that occur under your Account, including actions taken by Authorized Users. SettleMint is not liable for any loss or damage arising from unauthorized use of your Account. ### 3.4 Authorized Users [#34-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-license-and-access] ### 4.1 License Grant [#41-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 access and use the Platform during the Subscription Term solely for your internal business purposes. ### 4.2 Restrictions [#42-restrictions] You agree not to, and will not permit any Authorized User or third party to: * 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 [#43-suspension] SettleMint reserves the right to suspend your access to the Platform, in whole or in part, immediately upon notice if: (a) you breach these Terms; (b) your use of the Platform poses a security risk to the Platform or any third party; (c) your use of the Platform may subject SettleMint or any third party to liability; or (d) your Account is overdue for payment. SettleMint will use commercially reasonable efforts to provide advance notice of any suspension and to restore access promptly once the grounds for suspension have been resolved. ## 5. Fees and Payment [#5-fees-and-payment] ### 5.1 Fees [#51-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 [#52-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 [#53-taxes] You are responsible for all taxes, duties, and levies imposed by applicable governmental authorities on the transactions contemplated by these Terms, excluding taxes based on SettleMint's net income. ### 5.4 Fee Changes [#54-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-intellectual-property] ### 6.1 Platform Ownership [#61-platform-ownership] The Platform, including all associated software, documentation, designs, algorithms, and technology, is and remains 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 [#62-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 [#63-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 [#64-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-data-protection] ### 7.1 Personal Data [#71-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 our [Privacy Policy](/docs/legal/privacy-policy). ### 7.2 Data Processing Agreement [#72-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 [#73-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 [#74-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-confidentiality] ### 8.1 Obligations [#81-obligations] Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted; and (c) use Confidential Information only for the purposes of exercising rights or fulfilling obligations under these Terms. ### 8.2 Permitted Disclosures [#82-permitted-disclosures] A party may disclose Confidential Information to its 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. Confidential Information may also be disclosed to the extent required by law or court order, provided that the disclosing party gives the other party prompt written notice (to the extent legally permitted) and cooperates in any effort to obtain protective treatment. ### 8.3 Exclusions [#83-exclusions] Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully known to the receiving party prior to disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed without reference to the disclosing party's Confidential Information. ## 9. Warranties and Disclaimers [#9-warranties-and-disclaimers] ### 9.1 Mutual Warranties [#91-mutual-warranties] Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; and (b) it will comply with all applicable laws in connection with its performance under these Terms. ### 9.2 Platform Warranty [#92-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 [#93-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 [#94-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 [#95-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 and any Digital Assets created through the Platform comply with all applicable laws and regulations in all relevant jurisdictions. ## 10. Limitation of Liability [#10-limitation-of-liability] ### 10.1 Exclusion of Consequential Damages [#101-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, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, 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 [#102-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 WILL NOT EXCEED 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 [#103-exceptions] The limitations in Sections 10.1 and 10.2 do not apply to: (a) either party's indemnification obligations; (b) either party's breach of confidentiality obligations; (c) your breach of the license restrictions in Section 4.2; (d) your payment obligations; or (e) liability that cannot be limited under applicable law. ## 11. Indemnification [#11-indemnification] ### 11.1 By SettleMint [#111-by-settlemint] 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, provided that you promptly notify SettleMint of the claim, give SettleMint sole control of the defense and settlement, and provide reasonable cooperation. ### 11.2 By You [#112-by-you] You will defend, indemnify, and hold SettleMint harmless from any third-party claim arising from: (a) your Content; (b) your use of the Platform in breach of these Terms; (c) your violation of applicable law; or (d) any Digital Assets created, issued, or managed through the Platform, and will pay any damages finally awarded or settlement amounts agreed to. ## 12. Term and Termination [#12-term-and-termination] ### 12.1 Term [#121-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 and will automatically renew 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 [#122-termination-for-cause] Either party may terminate these Terms immediately upon written notice if the other party: (a) commits a material breach that remains uncured for thirty (30) days after written notice; or (b) becomes the subject of insolvency, bankruptcy, receivership, or similar proceedings. ### 12.3 Effects of Termination [#123-effects-of-termination] Upon termination or expiration: (a) all licenses granted under these Terms will immediately terminate; (b) you will cease all use of the Platform; (c) each party will return or destroy the other party's Confidential Information; and (d) SettleMint will make your Content available for export for a period of thirty (30) days following termination, after which SettleMint may delete your Content. ### 12.4 Survival [#124-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. ## 13. Governing Law and Dispute Resolution [#13-governing-law-and-dispute-resolution] ### 13.1 Governing Law [#131-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 [#132-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, except that 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-general-provisions] ### 14.1 Entire Agreement [#141-entire-agreement] These Terms, together with any applicable Order Form and Data Processing Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, representations, or understandings. ### 14.2 Amendments [#142-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 [#143-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 [#144-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 [#145-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 [#146-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, including natural disasters, pandemics, acts of government, wars, terrorism, labor disputes, network or infrastructure failures, or blockchain network outages or protocol changes. ### 14.7 Notices [#147-notices] All notices under these Terms must be in writing and sent to the addresses specified in the applicable Order Form or, for SettleMint, to: SettleMint NV Philipssite 5 bus 1 3001 Leuven, Belgium Email: [support@settlemint.com](mailto:support@settlemint.com) ### 14.8 Third-Party Services [#148-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. SettleMint is not responsible for the availability, accuracy, or content of any third-party services and does not endorse any third-party services. Your use of third-party services is subject to the applicable third party's terms and conditions. ### 14.9 Export Compliance [#149-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.