Version 2.0
Last Updated: August 2026

Terms and Conditions of Use

These Terms and Conditions of Use (“Terms”) govern the access to and use of the Chaindots Platform and the Services provided by Connecting LLC d/b/a Chaindots, a Delaware limited liability company, together with its affiliates (“Chaindots,” “Company,” “we,” “our,” or “us”).

These Terms constitute a legally binding agreement between Chaindots and:

• any organization purchasing or subscribing to the Services (“Organization”);
• any supplier, customer, vendor, partner or other third party invited to use the Platform (“Participating Entity”); and
• every individual authorized to access the Platform on behalf of an Organization or Participating Entity (“Authorized User”).

By accessing or using the Platform, the Organization, Participating Entity and each Authorized User acknowledge that they have read, understood and agree to be legally bound by these Terms.

If an Authorized User accepts these Terms on behalf of an Organization or Participating Entity, such individual represents and warrants that he or she has full authority to bind that entity.

If the Organization has executed a Subscription Agreement, Order Form or Master Services Agreement with Chaindots, these Terms are incorporated therein by reference and govern the use of the Platform except to the extent expressly modified by such agreement.

Chaindots may modify or update these Terms from time to time in its sole discretion to reflect changes in the Services, applicable law, security requirements, industry standards or business practices. Updated versions shall become effective upon publication on the Platform or on the Chaindots website, or on such later effective date as may be specified therein. Chaindots will use commercially reasonable efforts to notify Organizations of any material changes through the Platform, by email or by other reasonable means. Continued access to or use of the Platform or the Services after the effective date of the updated Terms constitutes acceptance of the revised Terms. If the Organization, Participating Entity or any Authorized User does not agree to the updated Terms, they must immediately discontinue use of the Platform and the Services.

1. Definitions

Unless otherwise defined herein, capitalized terms shall have the following meanings.

“Aggregated Data”

means data derived from Customer Data, Usage Data or Platform activity that has been aggregated and/or de-identified in such a manner that it cannot reasonably identify the Organization, Participating Entity, Authorized User or any natural person.

“AI Output”

means any recommendation, summary, score, classification, prediction, report, narrative, risk assessment, document, generated content or other output produced by artificial intelligence, machine learning models, large language models or automated decision-support technologies incorporated into the Services.

“Authorized User”

means an employee, officer, contractor, consultant or representative authorized by an Organization or Participating Entity to access the Platform under its subscription.

“Confidential Information”

means any non-public information disclosed by one party to another, whether oral, written, electronic or otherwise, including business, technical, commercial, financial, operational, security and product information.

Confidential Information includes trade secrets, software, APIs, algorithms, documentation, customer lists, pricing, business strategies, product roadmaps, source code, models, AI systems, security architecture and all Customer Data.

Confidential Information does not include information that:

a. becomes publicly available without breach of these Terms;

b. was lawfully known prior to disclosure;

c. is independently developed without use of Confidential Information; or

d. is lawfully obtained from another source without confidentiality obligations.

“Customer Data”

means all information, documents, files, records, questionnaires, responses, uploads, identifiers, metadata and other content submitted, imported, transmitted or otherwise made available to the Platform by or on behalf of an Organization or Participating Entity.

Customer Data includes Participating Entity Data.

Customer Data expressly excludes:

• Platform Data;
• Usage Data;
• Aggregated Data;
• System Logs;
• Security Logs; and
• Chaindots Intellectual Property.

“Documentation”

means user manuals, API documentation, implementation guides, specifications and other materials made available by Chaindots regarding the Services.

“Feedback”

means any suggestion, enhancement request, recommendation, correction, improvement or other feedback relating to the Platform.

“Organization”

means the legal entity that has entered into a Subscription Agreement, Order Form or other commercial agreement with Chaindots.

“Participating Entity”

means any supplier, vendor, customer, counterparty, merchant or third party invited by an Organization to submit information through the Platform.

“Platform”

means the proprietary cloud-based software platform operated by Chaindots, including all applications, APIs, portals, dashboards, workflows, artificial intelligence capabilities, documentation and related services.

“Platform Data”

means all software, source code, object code, interfaces, workflows, templates, AI models, algorithms, methodologies, databases, scoring methodologies, reports generated independently by Chaindots, product improvements, system architecture and other intellectual property owned or licensed by Chaindots.

Platform Data excludes Customer Data.

“Services”

means the software-as-a-service products, APIs, hosted services, artificial intelligence functionality, identity verification, compliance, due diligence, monitoring, screening, onboarding, document processing and related services made available by Chaindots.

“Subscription Agreement”

means the commercial agreement, Order Form, Master Services Agreement or other written agreement governing the Organization’s purchase of the Services.

“Usage Data”

means technical information automatically generated during use of the Services, including:

• login timestamps;
• IP addresses;
• browser information;
• device identifiers;
• API requests;
• feature usage;
• authentication events;
• audit logs;
• system performance metrics;
• error logs;
• security telemetry;
• usage analytics.

Usage Data does not include Customer Data except where technically inseparable.

2. Eligibility

The Services may only be used by organizations and individuals legally capable of entering into binding contracts.

Authorized Users must be at least eighteen (18) years old or the legal age of majority in their jurisdiction.

The Organization represents and warrants that:

• it has full authority to enter into these Terms;
• it possesses all required corporate approvals;
• it will comply with all applicable laws;
• all information provided to Chaindots is accurate.

3. Acceptance of Terms

By accessing the Platform, each Organization, Participating Entity and Authorized User agrees to comply with these Terms.

If an individual does not agree to these Terms, such individual must immediately discontinue use of the Platform.

Chaindots may update these Terms from time to time. Updated versions become effective upon publication unless otherwise specified.

For material changes, Chaindots will use commercially reasonable efforts to notify Organizations through email, the Platform or other reasonable communication channels.

Continued use of the Services following the effective date of updated Terms constitutes acceptance of the revised Terms.

4. Subscription and Access Rights

4.1 License Grant

Subject to compliance with these Terms and any applicable Subscription Agreement, Chaindots grants the Organization a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Platform solely for its internal business purposes.

No ownership rights are transferred under these Terms.

Except as expressly provided herein, all rights are reserved by Chaindots.

4.2 Authorized Users

The Organization is solely responsible for:

• assigning Authorized Users;
• maintaining accurate user lists;
• promptly disabling inactive accounts;
• ensuring compliance with these Terms by its Authorized Users.

The Organization shall remain fully liable for all acts and omissions of its Authorized Users.

4.3 Account Security

Each Authorized User shall maintain the confidentiality of authentication credentials.

Accounts may not be shared between individuals.

The Organization shall promptly notify Chaindots of any unauthorized access, credential compromise or suspected security incident affecting its accounts.

Failure to do so may limit Chaindots’ ability to mitigate resulting damages.

5. Acceptable Use

5.1 Permitted Use

The Services may only be used for the Organization’s legitimate internal business purposes and solely in accordance with these Terms, the applicable Subscription Agreement, applicable law, and all Documentation made available by Chaindots.

The Organization shall ensure that all Authorized Users comply with these Terms.

5.2 Prohibited Uses

The Organization, Participating Entities and Authorized Users shall not, directly or indirectly:

a. use the Services for any unlawful, fraudulent or deceptive purpose;

b. violate any applicable law, regulation, sanctions program or governmental order;

c. upload malicious software, ransomware, viruses, worms, trojan horses or any other harmful code;

d. interfere with, disrupt or compromise the integrity, availability or security of the Platform;

e. attempt unauthorized access to any account, infrastructure, API, database or network;

f. perform denial-of-service attacks, penetration testing or vulnerability scanning without Chaindots’ prior written authorization;

g. circumvent technical limitations or security mechanisms implemented by Chaindots;

h. reverse engineer, decompile, disassemble, decrypt or otherwise attempt to derive the source code, models, algorithms or architecture of the Platform;

i. scrape, crawl or systematically extract data from the Platform using automated means except through authorized APIs;

j. use robots, bots or automated tools that exceed reasonable API usage limits;

k. access the Platform in order to develop or train a competing product or service;

l. copy features, workflows, reports, methodologies or user interfaces;

m. remove copyright, trademark or proprietary notices;

n. sell, sublicense, lease or commercially exploit the Platform except as expressly authorized;

o. use the Platform to generate spam or unsolicited communications;

p. upload data that infringes intellectual property rights or privacy rights of third parties;

q. use the Platform in a manner that could damage the reputation of Chaindots.

5.3 Artificial Intelligence Restrictions

The Organization shall not use the Platform or any AI functionality to:

a. train external artificial intelligence models;

b. extract prompts, embeddings or model parameters;

c. benchmark or evaluate Chaindots’ AI models for publication without prior written consent;

d. attempt model extraction attacks;

e. use generated outputs to build competing AI systems.

5.4 API Usage

If API access is provided:

• API credentials are confidential.
• API credentials may not be shared.
• Chaindots may establish rate limits, concurrency limits and fair-use policies.
• Excessive API consumption may result in temporary throttling or suspension.

6. Customer Responsibilities

The Organization acknowledges that the effectiveness of the Services depends upon the accuracy and completeness of the information submitted.

The Organization shall:

a. provide accurate and lawful information;

b. maintain all required authorizations to share Customer Data;

c. ensure that Customer Data does not violate applicable law;

d. maintain appropriate internal security controls;

e. promptly notify Chaindots of any security incident affecting its account;

f. maintain appropriate backup copies of information it considers critical;

g. review AI Outputs before relying upon them.

The Organization is solely responsible for all business, compliance, legal and commercial decisions made using the Platform.

6.2 Compliance with Laws

The Organization represents that it will comply with all applicable laws relating to:

• anti-money laundering;
• sanctions;
• export controls;
• privacy;
• anti-corruption;
• consumer protection;
• financial services regulations;
• employment laws;
• artificial intelligence regulations.

6.3 Authorized User Management

The Organization shall immediately disable access for any Authorized User who:

• leaves the Organization;
• changes roles;
• no longer requires access;
• has compromised credentials.

7. Security

7.1 Security Measures

Chaindots maintains administrative, technical and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration and destruction.

Such safeguards may include:

• encryption in transit;
• encryption at rest;
• access controls;
• least-privilege principles;
• security monitoring;
• vulnerability management;
• audit logging;
• multifactor authentication;
• disaster recovery procedures.

Nothing in these Terms constitutes a guarantee that unauthorized access or cyber incidents will never occur.

7.2 Customer Security Responsibilities

The Organization remains responsible for:

• endpoint protection;
• network security;
• password management;
• Authorized User administration;
• identity governance;
• internal access approvals;
• protection of authentication credentials.

Chaindots shall not be responsible for breaches resulting from failures of the Organization’s internal security environment.

7.3 Audit Logs

The Organization authorizes Chaindots to collect, retain and analyze audit logs relating to use of the Platform, including:

• authentication events;
• IP addresses;
• browser metadata;
• API activity;
• system events;
• access history;
• device identifiers;
• security telemetry.

Such logs may be used for:

• fraud detection;
• security investigations;
• compliance;
• incident response;
• service improvements.

7.4 Security Monitoring

Chaindots may continuously monitor the Platform for:

• malicious activity;
• abnormal behavior;
• credential abuse;
• unauthorized access;
• excessive API usage;
• automated attacks.

Chaindots may temporarily restrict or suspend access whenever reasonably necessary to protect the Platform or other customers.

8. Data Ownership and Licenses

8.1 Organization Data

The Organization retains all right, title and interest in and to all information, documentation, workflows, questionnaires, internal notes, configurations, risk decisions, reports and other content that it creates, uploads or generates through the Platform (“Organization Data”).

8.2 Participating Entity Data

Each Participating Entity retains all right, title and interest in and to the information, documentation, questionnaires, corporate records, ownership information, identification information, compliance documentation, supporting documents, responses and any other information submitted by or on behalf of such Participating Entity through the Platform (“Participating Entity Data”).

Submission of Participating Entity Data through the Platform shall not transfer ownership of such information to either Chaindots or the Organization.

8.3 Platform Data

The Platform, Software, Documentation, APIs, workflows, algorithms, artificial intelligence models, source code, object code, interfaces, user experience, scoring methodologies, reports independently developed by Chaindots, databases, Platform architecture, risk methodologies, trade secrets, know-how and all related intellectual property (collectively, “Platform Data”) are and shall remain the exclusive property of Chaindots or its licensors.

Nothing contained in these Terms transfers any ownership rights in the Platform Data.

8.4 License Granted to the Organization and Chaindots

By submitting Participating Entity Data through the Platform, the Participating Entity grants:

(a) to the Organization, a limited, non-exclusive, revocable (to the extent permitted by applicable law and the Organization’s legal or regulatory obligations), non-transferable license to access, review, use, analyze and retain Participating Entity Data solely for its legitimate business purposes, including customer onboarding, supplier onboarding, Know Your Customer (KYC), Know Your Business (KYB), enhanced due diligence, anti-money laundering, sanctions screening, fraud prevention, third-party risk management, vendor management, regulatory compliance, internal audit and ongoing monitoring.

(b) to Chaindots, a limited, worldwide, non-exclusive, royalty-free license to host, process, store, transmit, organize, index, analyze and otherwise use Participating Entity Data solely as necessary to provide, operate, maintain, support, secure and improve the Services, facilitate information sharing authorized by the Participating Entity, comply with applicable law, prevent fraud, detect security incidents, generate Aggregated Data and perform Chaindots’ obligations under these Terms and any applicable Subscription Agreement.

Neither license transfers ownership of Participating Entity Data.

8.5 Secure Information Sharing

The Participating Entity acknowledges that one of the principal purposes of the Platform is to facilitate the secure sharing of Participating Entity Data with Organizations expressly authorized by the Participating Entity.

Chaindots acts solely as the provider of the technological infrastructure enabling such sharing and does not determine which Organizations are granted access to Participating Entity Data.

8.6 Usage Data

Chaindots may collect technical and operational information generated through use of the Platform, including authentication events, API usage, device information, browser metadata, IP addresses, system logs, audit logs, performance metrics and other operational telemetry (“Usage Data”).

Usage Data is owned by Chaindots and may be used for security, operational, analytical and product improvement purposes.

8.7 Aggregated Data

Chaindots may create anonymized, de-identified and aggregated datasets derived from Organization Data, Participating Entity Data and Usage Data (“Aggregated Data”), provided that such Aggregated Data does not identify, and cannot reasonably be used to identify, any Organization, Participating Entity, Authorized User or natural person.

Chaindots shall own all right, title and interest in such Aggregated Data and may use it for benchmarking, analytics, research, machine learning, product development, service improvement, security analysis and other lawful business purposes.

9. Artificial Intelligence Services

9.1 AI Features

The Platform may incorporate artificial intelligence, machine learning models, large language models and other automated technologies to assist Organizations and Participating Entities in performing compliance, onboarding, due diligence, document analysis, identity verification, risk assessment and other functions.

9.2 AI Outputs

The Platform may generate recommendations, summaries, classifications, risk indicators, scores, reports or other outputs generated through artificial intelligence (“AI Outputs”).

AI Outputs are generated through probabilistic technologies and may contain inaccuracies, omissions, incomplete information or outdated information.

AI Outputs are provided solely as decision-support tools and do not constitute legal advice, compliance advice, financial advice, accounting advice or regulatory determinations.

The Organization remains solely responsible for independently reviewing AI Outputs and for all business, legal, compliance and operational decisions made using the Services.

9.3 AI Training

Chaindots shall not use identifiable Organization Data or Participating Entity Data to train publicly available or third-party foundation models without the prior written authorization of the applicable data owner.

Nothing in these Terms restricts Chaindots from using Aggregated Data, anonymized data, de-identified data or Usage Data to improve its proprietary Services and artificial intelligence capabilities.

10. Third-Party Data Sources and Integrations

10.1 Third-Party Data Sources

The Services may incorporate information obtained from public registries, governmental authorities, commercial databases, sanctions lists, adverse media providers, identity verification providers and other third-party data sources.

Such information remains the responsibility of the applicable third-party source.

Chaindots does not warrant or guarantee the completeness, accuracy, availability or timeliness of information obtained from third-party sources.

10.2 Third-Party Integrations

The Platform may integrate with third-party software, APIs or services.

Chaindots is not responsible for the availability, functionality, security or performance of third-party products or services, nor for any interruption resulting from modifications, failures or discontinuation of such third-party services.

10.3 Reliance on Third-Party Information

The Organization acknowledges that information obtained from third-party sources may change without notice and should not be relied upon as the sole basis for any legal, regulatory or commercial decision.

11. Intellectual Property

11.1 Ownership

The Platform, Services, Software, Documentation, APIs, artificial intelligence models, machine learning models, algorithms, workflows, methodologies, user interfaces, designs, reports, source code, object code, databases, trademarks, service marks, logos, trade names, domain names, copyrights, trade secrets, know-how and all other intellectual property embodied in or relating to the Services are and shall remain the exclusive property of Chaindots and its licensors.

Except for the limited rights expressly granted under these Terms, no license or ownership interest is granted to the Organization or any Participating Entity.

11.2 Reservation of Rights

All rights not expressly granted under these Terms are reserved by Chaindots.

Nothing contained in these Terms shall be construed as granting, by implication, estoppel or otherwise, any license or right to use the Platform beyond those expressly provided herein.

11.3 Feedback

If the Organization, a Participating Entity or any Authorized User provides suggestions, ideas, comments, recommendations, enhancements or other feedback regarding the Platform (“Feedback”), such Feedback shall become the exclusive property of Chaindots.

Chaindots shall have a perpetual, irrevocable, worldwide, royalty-free and transferable right to use, modify, commercialize, incorporate and otherwise exploit such Feedback without restriction and without compensation.

Feedback shall not be considered Confidential Information.

11.4 No Competitive Use

Neither the Organization nor any Participating Entity shall use the Platform, Documentation, AI Outputs, reports or any portion of the Services to develop, improve or train a competing product or service.

11.5 Benchmarking

The Organization shall not publish or disclose the results of any benchmarking, comparative testing or performance evaluation of the Platform without Chaindots’ prior written consent.

12. Confidentiality

12.1 Confidential Information

Each party acknowledges that it may obtain access to Confidential Information belonging to the other parties in connection with the Services.

Each party agrees to:

• protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care;
• use Confidential Information solely for purposes permitted under these Terms;
• restrict access to personnel, contractors and advisors with a legitimate need to know such information and who are subject to confidentiality obligations no less protective than those contained herein.

12.2 Exceptions

Confidential Information shall not include information that:

a. becomes publicly available without breach of these Terms;

b. was lawfully known prior to disclosure;

c. is independently developed without use of Confidential Information;

d. is lawfully received from a third party without confidentiality restrictions.

12.3 Required Disclosure

A party may disclose Confidential Information where required by applicable law, regulation, court order or governmental authority.

Where legally permitted, such party shall provide prior notice to the disclosing party and reasonably cooperate in seeking confidential treatment or other protective measures.

12.4 Standard of Care

Each party shall implement reasonable administrative, physical and technical safeguards designed to prevent unauthorized access, disclosure or misuse of Confidential Information.

12.5 Publicity

Neither party shall issue any press release or public announcement regarding these Terms without the prior written consent of the other party.

Notwithstanding the foregoing, Chaindots may identify the Organization as a customer in customer lists, investor materials and marketing materials unless otherwise agreed in writing.

12.6 Survival

The confidentiality obligations contained in this Section shall survive termination of these Terms for a period of five (5) years.

Trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

13. Privacy and Data Protection

13.1 Compliance

Each party shall comply with all applicable data protection, privacy and cybersecurity laws applicable to its respective activities under these Terms.

13.2 Data Processing

To the extent Chaindots processes personal data on behalf of the Organization, such processing shall be governed by any applicable Data Processing Agreement executed between the parties.

13.3 Cross-Border Transfers

The Organization acknowledges that Customer Data may be processed in jurisdictions where Chaindots or its authorized subprocessors maintain operations or infrastructure, subject to appropriate contractual, technical and organizational safeguards.

13.4 Security

Chaindots maintains commercially reasonable administrative, technical and physical safeguards designed to protect Customer Data.

However, no security system is completely secure and Chaindots does not guarantee that unauthorized access, cyberattacks or security incidents will never occur.

13.5 Cookies and Analytics

The Platform may use cookies, analytics technologies and similar tools to improve functionality, security, authentication and user experience.

14. Warranties

14.1 Mutual Warranties

Each party represents and warrants that:

• it has full authority to enter into these Terms;
• these Terms constitute valid and binding obligations;
• it shall comply with all applicable laws in connection with these Terms.

14.2 Chaindots Warranties

Chaindots warrants that it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

Chaindots does not warrant that the Services will operate without interruption or error.

14.3 Customer Warranties

The Organization represents and warrants that:

• it has all necessary rights and permissions to provide Organization Data;
• Participating Entity Data is collected and used in accordance with applicable law;
• use of the Services will comply with all applicable legal and regulatory requirements.

15. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR IN AN APPLICABLE SUBSCRIPTION AGREEMENT, THE SERVICES, PLATFORM, SOFTWARE, APIs, DOCUMENTATION, REPORTS, AI OUTPUTS AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHAINDOTS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY AND QUIET ENJOYMENT.

WITHOUT LIMITING THE FOREGOING, CHAINDOTS DOES NOT WARRANT THAT:

• THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE;
• ALL DEFECTS WILL BE CORRECTED;
• THE PLATFORM WILL DETECT ALL FRAUD, SANCTIONS, PEPS, ADVERSE MEDIA, BENEFICIAL OWNERS OR OTHER COMPLIANCE RISKS;
• THIRD-PARTY DATA WILL BE COMPLETE, ACCURATE OR CURRENT;
• AI OUTPUTS WILL BE ACCURATE, COMPLETE, UNBIASED, ERROR-FREE OR SUITABLE FOR ANY PARTICULAR PURPOSE;
• USE OF THE SERVICES WILL ENSURE COMPLIANCE WITH ANY APPLICABLE LAW OR REGULATION.

THE ORGANIZATION ACKNOWLEDGES THAT THE SERVICES ARE DECISION-SUPPORT TOOLS ONLY AND THAT ALL BUSINESS, LEGAL, COMPLIANCE, CREDIT, PROCUREMENT, ONBOARDING, VENDOR MANAGEMENT AND RISK DECISIONS REMAIN THE SOLE RESPONSIBILITY OF THE ORGANIZATION.

16. Limitation of Liability

16.1 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHAINDOTS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM, THE SERVICES, THESE TERMS OR ANY SUBSCRIPTION AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE ORGANIZATION TO CHAINDOTS UNDER THE APPLICABLE SUBSCRIPTION AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

If the claim arises during the first twelve (12) months of the Subscription Term, Chaindots’ aggregate liability shall not exceed the total fees paid or payable by the Organization from the Effective Date through the date the claim arose.

16.2 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CHAINDOTS, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS OR SUBPROCESSORS BE LIABLE FOR ANY:

• INDIRECT DAMAGES;
• INCIDENTAL DAMAGES;
• SPECIAL DAMAGES;
• EXEMPLARY DAMAGES;
• PUNITIVE DAMAGES;
• CONSEQUENTIAL DAMAGES;
• LOSS OF PROFITS;
• LOSS OF REVENUE;
• LOSS OF BUSINESS OPPORTUNITIES;
• LOSS OF GOODWILL;
• LOSS OF REPUTATION;
• LOSS OF ANTICIPATED SAVINGS;
• LOSS, CORRUPTION OR INACCURACY OF DATA;
• COST OF SUBSTITUTE GOODS OR SERVICES;
• BUSINESS INTERRUPTION;
• LOSS ARISING FROM REGULATORY ACTIONS OR THIRD-PARTY CLAIMS,

EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.3 Customer Decisions

The Organization acknowledges that the Platform provides decision-support tools only.

All onboarding, Know Your Customer (KYC), Know Your Business (KYB), anti-money laundering (AML), sanctions, fraud, vendor management, procurement, credit, risk and commercial decisions remain solely the responsibility of the Organization.

Chaindots shall have no liability for any decision made by the Organization or any third party based, in whole or in part, upon the Services, reports, AI Outputs or other information made available through the Platform.

16.4 Third-Party Services

Chaindots shall not be liable for failures, interruptions, inaccuracies or delays attributable to:

• third-party data providers;
• public registries;
• governmental authorities;
• cloud infrastructure providers;
• internet service providers;
• telecommunications networks;
• third-party APIs;
• identity verification providers;
• sanctions list providers;
• adverse media providers;
• payment providers;
• any other third-party service integrated with the Platform.

16.5 Exceptions

Nothing in this Section shall limit liability that cannot lawfully be excluded or limited under applicable law.

17. Indemnification

17.1 Customer Indemnification

The Organization shall defend, indemnify and hold harmless Chaindots, its affiliates, officers, directors, employees, contractors and licensors from and against any third-party claims, actions, investigations, proceedings, liabilities, damages, losses, penalties, fines, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to:

a. the Organization’s use of the Services;

b. any breach of these Terms by the Organization or its Authorized Users;

c. Organization Data;

d. Participating Entity Data submitted or shared by or through the Organization in violation of applicable law or any third-party rights;

e. the Organization’s violation of applicable laws or regulations;

f. negligence, fraud or willful misconduct by the Organization or its personnel.

17.2 Intellectual Property Indemnity

Subject to the limitations set forth in these Terms, Chaindots shall defend the Organization against any third-party claim alleging that the Platform, when used in accordance with these Terms, directly infringes a valid copyright, trademark or patent of such third party.

Chaindots shall have no obligation under this Section with respect to claims arising from:

• Customer Data;
• modifications made by the Organization;
• combinations with third-party products not supplied by Chaindots;
• use of the Platform contrary to the Documentation or these Terms.

If such a claim arises, Chaindots may, at its option:

• procure the right for continued use;
• modify the affected Services so that they become non-infringing;
• replace the affected Services with substantially equivalent functionality; or
• terminate the affected Services and refund any prepaid fees covering the unused portion of the Subscription Term.

This Section constitutes the Organization’s exclusive remedy for third-party intellectual property infringement claims.

18. Suspension of Services

18.1 Suspension

Chaindots may suspend access to all or part of the Services immediately, with or without prior notice, if Chaindots reasonably determines that such suspension is necessary to:

• protect the security or integrity of the Platform;
• prevent fraud or unauthorized access;
• investigate suspected illegal activity;
• comply with applicable law or governmental orders;
• mitigate cybersecurity incidents;
• protect other customers;
• prevent material harm to Chaindots or any third party.

Where reasonably practicable, Chaindots shall provide notice of the suspension and use commercially reasonable efforts to restore access once the underlying issue has been resolved.

18.2 Non-Payment

Chaindots may suspend the Services for non-payment in accordance with the applicable Subscription Agreement.

18.3 No Liability

Chaindots shall not be liable for any damages resulting from a suspension implemented in good faith pursuant to this Section.

19. Term and Termination

19.1 Term

These Terms shall remain in effect for so long as the Organization or any Participating Entity accesses or uses the Platform, unless earlier terminated in accordance with these Terms or the applicable Subscription Agreement.

19.2 Termination by Chaindots

Chaindots may terminate or suspend access immediately upon written notice if:

• the Organization materially breaches these Terms and fails to cure such breach within thirty (30) days after written notice, if the breach is capable of cure;
• the Organization becomes insolvent, enters bankruptcy, liquidation or similar proceedings;
• continued provision of the Services would violate applicable law;
• the Organization repeatedly or materially compromises the security or integrity of the Platform.

Chaindots may terminate immediately without a cure period for breaches involving fraud, unlawful activity, intentional misuse of the Services, unauthorized access, infringement of intellectual property rights, or conduct that poses a material security risk.

19.3 Effect of Termination

Upon termination:

• all licenses granted under these Terms shall automatically terminate, except as expressly provided herein;
• the Organization shall immediately cease using the Platform;
• each party shall remain responsible for obligations accrued prior to termination.

Termination shall not affect any rights or remedies accrued prior to the effective date of termination.

19.4 Survival

The following Sections shall survive termination or expiration of these Terms:

• Data Ownership and Licenses;
• Artificial Intelligence Services;
• Intellectual Property;
• Confidentiality;
• Privacy and Data Protection;
• Disclaimer of Warranties;
• Limitation of Liability;
• Indemnification;
• Governing Law;
• Miscellaneous;
• and any provision that by its nature is intended to survive termination.

20. Governing Law and Dispute Resolution

20.1 Governing Law

These Terms, the Services and any dispute, controversy or claim arising out of or relating to these Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

20.2 Exclusive Jurisdiction

The parties irrevocably agree that any legal action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in the Borough of Manhattan, New York County, New York, USA.

Each party irrevocably submits to the personal jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens.

20.3 Waiver of Jury Trial

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

21. Miscellaneous

21.1 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, labor disputes, governmental actions, failures of telecommunications networks, internet outages, cloud infrastructure failures, cyberattacks or other events beyond the affected party’s reasonable control.

The affected party shall use commercially reasonable efforts to mitigate the effects of the force majeure event and resume performance as soon as reasonably practicable.

21.2 Assignment

Neither party may assign or transfer these Terms, whether by operation of law or otherwise, without the prior written consent of the other party, except that Chaindots may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets.

Any assignment in violation of this Section shall be null and void.

21.3 Independent Contractors

The parties are independent contractors. Nothing contained in these Terms shall be construed as creating a partnership, joint venture, agency, fiduciary or employment relationship between the parties.

21.4 Entire Agreement

These Terms, together with the applicable Subscription Agreement and any documents expressly incorporated therein by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, negotiations, representations and understandings, whether written or oral, relating to such subject matter.

In the event of any conflict or inconsistency between these Terms and the applicable Subscription Agreement, the Subscription Agreement shall prevail solely with respect to the conflicting provision, and these Terms shall govern in all other respects.

If the parties execute any amendment, addendum or statement expressly modifying these Terms, such amendment, addendum or statement shall prevail solely with respect to the provisions it expressly modifies.

21.5 Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions shall remain in full force and effect.

21.6 Waiver

No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right or any other right.

21.7 Electronic Communications

The parties agree that all notices, consents, approvals and other communications provided electronically, including through the Platform or by email, shall satisfy any legal requirement that such communications be in writing.

21.8 Export Controls and Sanctions

The Organization represents and warrants that it will not use the Services in violation of any applicable export control, economic sanctions or trade laws, including those administered by the United States Department of the Treasury’s Office of Foreign Assets Control (OFAC) or other applicable governmental authorities.

21.9 No Third-Party Beneficiaries

Except as expressly provided in these Terms, nothing herein is intended to confer any rights or remedies upon any person or entity other than the parties.

21.10 Interpretation

The headings contained in these Terms are for convenience only and shall not affect the interpretation of these Terms.

The words “including,” “include,” and similar expressions shall be deemed to mean “including without limitation.”

Any reference to the singular includes the plural and vice versa, and references to one gender include all genders, where the context requires.

These Terms shall not be construed against either party as the drafter of the agreement.

22. Reporting Procedure

22.1 Reporting Content or Platform Issues

If an Organization, Participating Entity or Authorized User believes that any content available through the Platform is inaccurate, incomplete, outdated, infringes intellectual property rights, violates applicable law, or otherwise presents a legal, technical or operational concern, such party may notify Chaindots by submitting a written report to support@chaindots.com.

Chaindots will review such reports in good faith but does not guarantee that any particular action will be taken. Chaindots reserves the right to determine, in its sole discretion, the appropriate response, including removing, correcting, restricting or maintaining the challenged content where permitted by applicable law.

23. Contact Information

23.1 Contacting Chaindots

Questions, complaints, technical support requests, suggestions or other communications relating to the Platform or these Terms may be submitted to:

Chaindots Support — Email: support@chaindots.com

Chaindots will use commercially reasonable efforts to respond in accordance with the applicable Service Level Conditions, where applicable.

Appendix A — Service Level Conditions

1. Applicability

The Service Level Conditions described in this Appendix apply solely to Organizations with an active paid Subscription Agreement unless otherwise agreed in writing.

The Service Levels constitute performance objectives only and do not constitute guarantees of uninterrupted or error-free operation.

2. Service Availability

2.1 Platform Availability

Chaindots will use commercially reasonable efforts to make the Platform available 99.9% of each calendar month, excluding Scheduled Maintenance, Emergency Maintenance and downtime resulting from circumstances beyond Chaindots’ reasonable control.

Availability is measured at the Platform level and not with respect to any individual Organization, Participating Entity or Authorized User.

Availability excludes interruptions resulting from:

• Scheduled Maintenance;
• Emergency Maintenance;
• force majeure events;
• failures of third-party infrastructure;
• internet or telecommunications failures;
• cloud provider outages;
• customer systems or equipment;
• misuse of the Platform;
• unsupported configurations;
• suspensions permitted under these Terms.

Current Platform status may be published on the Platform, the Chaindots website or any other status page designated by Chaindots. The current operational status and historical uptime of the Platform may be monitored through Chaindots’ public status page, currently available at https://stats.uptimerobot.com/5poqvcgAmW, or at any replacement status page or URL designated by Chaindots from time to time.

3. Scheduled and Emergency Maintenance

3.1 Scheduled Maintenance

Chaindots will use commercially reasonable efforts to provide advance notice of Scheduled Maintenance in accordance with the following guidelines:

3.2 Emergency Maintenance

Chaindots may perform Emergency Maintenance without prior notice whenever reasonably necessary to protect the security, integrity, availability or performance of the Platform.

4. Technical Support

4.1 Support Hours

Support is available Monday through Friday, from 9:00 a.m. to 6:00 p.m. (Argentina Time), excluding official public holidays observed in Argentina (“Support Hours”).

Support requests may be submitted at any time by email to support@chaindots.com or through any support channels made available by Chaindots. Requests received outside Support Hours will be logged upon receipt and addressed during the next applicable Support Hours.

On official public holidays, Chaindots maintains an on-call support team for critical incidents. While support requests may continue to be submitted, response and resolution times during such periods may vary depending on the severity and priority of the reported issue. Priority 1 incidents will receive commercially reasonable efforts for prompt attention by the on-call support team.

4.2 Support Scope

Technical support covers assistance regarding the operation and use of the Platform.

Support does not include:

• implementation services;
• consulting services;
• legal or regulatory advice;
• custom development;
• configuration services;
• feature requests;
• data migration;
• end-user training.

4.3 Customer Responsibilities

The Organization shall cooperate with Chaindots by providing all information reasonably necessary to investigate reported issues, including logs, screenshots, error messages and reproduction steps.

Failure to provide requested information may suspend applicable response or resolution objectives.

5. Incident Prioritization

5.1 Priority Classification

Priority levels are determined solely by Chaindots after evaluating the technical severity and business impact of the reported issue.

The Organization’s requested priority is not binding upon Chaindots.

Priority definitions:

6. Response and Resolution Objectives

6.1 Target Service Levels

Response Time means the time within which the Company acknowledges the incident, assigns it for investigation, and begins work toward resolution. It does not constitute a commitment to resolve the incident within the response time.

Target Resolution Time represents the Company’s good-faith objective for restoring the affected functionality or providing a commercially reasonable workaround. Actual resolution times may vary depending on the complexity of the issue, dependencies on third-party providers, customer responsiveness, or circumstances beyond the Company’s reasonable control. These target resolution times are objectives only and shall not constitute a guarantee or service level commitment unless expressly stated otherwise in this Agreement or an applicable Service Level Agreement (SLA).

6.2 Resolution

An incident shall be considered resolved when:

• the issue has been corrected;
• a commercially reasonable workaround has been provided;
• the issue has been scheduled for a future software release; or
• Chaindots determines that no software defect exists.

6.3 Exceptions

Response and resolution objectives shall not apply where delays result from:

• incomplete information provided by the Organization;
• third-party vendors;
• external service providers;
• force majeure events;
• customer infrastructure;
• circumstances beyond Chaindots’ reasonable control.

7. Exclusive Remedy

The Service Levels described in this Appendix establish performance objectives only and do not constitute warranties or guarantees of uninterrupted service.

Except where expressly provided in the applicable Subscription Agreement, failure to achieve any Service Level shall not entitle the Organization to service credits, refunds, termination rights or any other monetary compensation.

Appendix B — Support Terms

1. Technical Support

Subject to an active Subscription Agreement, Chaindots shall provide technical support to the Organization during the applicable Support Hours.

2. Support Channels

Support requests may be submitted through:

• support@chaindots.com
• the Platform (where available)
• any additional support channels designated by Chaindots.

3. Feature Requests

Requests for enhancements, product improvements or new functionality are outside the scope of Technical Support and shall be evaluated solely at Chaindots’ discretion.

4. Remote Assistance

Where reasonably necessary, the Organization agrees to cooperate with Chaindots by providing information, logs, screenshots and other materials reasonably requested to investigate reported issues.

5. Language

Technical support may be provided in English or Spanish.

6. Changes

Chaindots may modify these Service Level Conditions and Support Terms from time to time by publishing updated versions on the Platform or the Chaindots website. Material changes shall apply prospectively unless otherwise specified.