Acceptance of Amendments By continuing to use our Services after any amendments to these Terms and Conditions have taken effect, you acknowledge and agree to the changes. If you do not agree with any of the amendments, you must stop using our Services immediately.

Terms of Service Agreement Overview of Agreement This Terms of Service Agreement (the “Agreement”), along with any attached schedules, annexes, or appendices, outlines the governing terms for the relationship between the Service Provider and the Customer (referred to collectively as the “Parties” or individually as a “Party”).

Acceptance of Terms By either (i) registering on the Dashboard and selecting a Pricing Plan or clicking “Sign Up” on our Website, or (ii) accessing or utilizing the System and/or Services (except where the Parties already have an existing commercial agreement covering similar subject matter), the Customer consents to abide by these Terms of Service. Should the Customer disagree with any part of these Terms, they must refrain from registering on the Dashboard or using the System and/or Services.

Definition of Parties Customer: Refers to any individual or organization that uses or accesses the System and/or Services under the terms outlined in these Terms and Conditions.

Service Provider: TRUEZONE Inc., incorporated and registered in Delaware at 1111B S Governors Ave STE 20696 Dover, DE 19904, US.

1. Definitions and Interpretations 1.1 Key Terms and Their Meanings Applicant: An individual or legal entity that submits documents, images, and other relevant data to the Customer via the platform for the purpose of conducting Checks and utilizing AML / CFT Screening Services.

Authorized Representatives: Indicates any member of the Customer’s employees (Compliance Officers, Data Entry Clerks, or any employees) or another individual authorized by the Customer to access and/or use the System on behalf of the Customer.

Billing Start Date: Refers to (i) the date when the Customer indicates its payment method and billing details and activates the chosen Pricing Plan in the Dashboard, or (ii) the expiry of the Trial Period, whichever is later. Services become chargeable based on the applicable Pricing Plan from the Billing Start Date.

Business Purpose: Defines the permitted uses for the System and/or Services by the Customer, which include lawful purposes such as remote identity verification, fraud prevention, compliance with AML/CFT laws, internal risk management, and due diligence procedures. The Customer is prohibited from reselling, sublicensing, redistributing, or making the System and/or Services (or any derived materials or results) available to any third party without prior written consent from the Service Provider.

Commencement Date: Marks the date when the Customer either (i) consents to these Terms and Conditions via the Website, or (ii) begins using or accessing the System and/or Services without an existing commercial agreement between the Parties, whichever comes first.

Confidential Information: Comprises information disclosed by the Service Provider to the Customer in connection with these Terms and Conditions that is marked as confidential or can reasonably be deemed confidential by its nature. It excludes information already lawfully possessed by the Customer, becomes public through no fault of the Customer, independently developed by the Customer, lawfully transferred by a third party without confidentiality obligations, or approved for disclosure by the Service Provider.

Customer Platform: The information technology system owned and/or operated by the Customer that receives data from the Service Provider and/or the System under these Terms and Conditions.

DPA: Refers to the Data Processing Agreement contained in https://truecheck.io/dpa

Fees: Charges payable by the Customer to the Service Provider under these Terms and Conditions, as specified in Annex 2 (“Payment Terms”), the applicable Pricing Plan, or as otherwise agreed by the Parties.

Intellectual Property Rights: Includes all patents, invention rights, utility models, copyrights, trademarks, service marks, trade names, business names, domain names, trade dress rights, goodwill rights, unfair competition rights, design rights, software rights, database rights, topography rights, moral rights, Confidential Information rights, and other intellectual property rights, whether registered or unregistered, and any applications, renewals, or extensions of such rights globally.

Malicious Code: Refers to viruses, worms, time bombs, Trojan horses, and other similar malware, files, scripts, agents, or programs.

New Release: Denotes (i) architectural changes in the System and/or Services, (ii) improvements and bug fixes, or (iii) maintenance releases not impacting the visible performance of the System and/or Services.

Pricing Plan: The tariff chosen by the Customer via the Dashboard, entitling the Customer to use specific types and volumes of Services under certain conditions. Current Pricing Plans are available at https://truecheck.io/#pricing and in the Dashboard. The Customer may adjust Services covered by their Pricing Plan via the Dashboard or by contacting the Service Provider. Enabling a Service not covered by the current Pricing Plan may result in transfer to a suitable Pricing Plan, additional charges, or restricted access.

API: Refers to the Service Provider’s application programming interface, which includes a set of functions and procedures facilitating the submission of applications for access to the System’s features and functionalities, as well as communication between the System and the Customer Platform.

SDK: Software code provided by the Service Provider for integration into the Customer Platform, along with any relevant technical documentation.

Security Feature: Any key, login, PIN, password, etc., provided by the Service Provider to the Customer or created by the Customer for System access.

SLA: Refers to the Service Level Agreement contained in Annex 1 to these Terms and Conditions.

Specification: The list and description of Services corresponding to the Customer’s Pricing Plan at the time. The Service Provider may modify the Specification, with reasonable prior notice if the changes significantly impair the Services’ scope or quality.

System or Platform: A set of computer programs and databases operated by the Service Provider to render Services described in the Specification, including API and SDK. It includes an interactive software tool (the “Dashboard”) facilitating communication between the Service Provider and the Customer and managing requests from the Customer or Applicants.

Trial Period: A limited time during which the Customer may use a certain number of Checks free of charge for testing the Services and System functionality.

Website: Refers to https://truecheck.io and its subdomains.

2. TERMS 2.1. Commencement and Initial Term These Terms and Conditions will become effective between the Parties on the Commencement Date and will continue to be in force for a period of 1 month from the Billing Start Date (collectively referred to as the “Initial Term”). After the Initial Term, these Terms and Conditions will automatically renew for additional 1-month periods (each a “Renewal Term”). The Initial Term and any subsequent Renewal Terms together will be referred to as the “Term.”

2.2 Pre-Payment and Pricing Plan Adjustments Notwithstanding the provisions in clause 2.1, if the Customer either (i) fully uses up any specified Pre-Payment (if applicable) or (ii) switches to a Pricing Plan that includes a Pre-Payment among the Fees, the Initial Term or the current Renewal Term will automatically end. The new Renewal Term will commence the following day.

3. Access and Connection to the Platform 3.1. System Access and Initial Setup The Service Provider will grant the Customer full access to the System and Services as per the chosen Pricing Plan starting from the Billing Start Date. However:

3.1.1. A limited range of the System’s functionalities (excluding any chargeable Services), as determined solely by the Service Provider, may be accessible to the Customer from the Commencement Date. This is contingent on the Customer following instructions sent by the Service Provider to the email address provided by the Customer via the Website (if applicable). The Customer should not upload any personal data (other than that of the individual uploading it, unless that individual is also an Applicant) into the System before the Billing Start Date. Any output generated by the Service Provider from data uploaded by the Customer before the Billing Start Date is merely a demonstration of the System’s capabilities and should not be considered equivalent to the actual Services.

3.1.2. From the Commencement Date and at the start of the Trial Period (or if there is no Trial Period, when the Customer begins using the chargeable Services), the Customer must provide the Service Provider with certain information about itself as specified by the Service Provider through the Website, email, or other means for due diligence purposes. This information includes, but is not limited to, personal details of Authorized Representatives, billing details as required by the Pricing Plan, company details, ownership and control structure, personal details of ultimate beneficial owners and senior officers, supporting corporate documents, business nature, required licenses, website address, and other requested data. The Service Provider may ignore any updates made by the Customer to previously submitted information unless such updates constitute a permitted assignment under clause 11.7 below. The Service Provider reserves the right to suspend or limit the Customer’s access to the System and/or Services or terminate the Terms and Conditions if (i) the Customer fails to provide the requested information timely and completely, (ii) the provided information is false, incomplete, or incorrect,(iii) the Service Provider’s due diligence policies and procedures advise against continuing a business relationship with the Customer, or (iv) any other reasons defined by these Terms and Conditions. The Service Provider is not required to disclose the scope or results of its due diligence procedures. If the Service Provider informs the Customer of a final negative due diligence result and withdraws access to the Customer’s account in the System’s production environment, these Terms and Conditions will terminate immediately. If access is later restored, the Terms and Conditions will resume under the same terms as before the termination.

3.2. Trial Period Option From the Commencement Date (but only after the Customer indicates its payment method and billing details and activates the selected Pricing Plan in the Dashboard), the Service Provider may, at its discretion, offer the Customer a Trial Period. The duration and scope of the Trial Period will be specified in the Dashboard and can only be activated by the Customer. The Customer acknowledges that not all features and functionalities of the System may be available during the Trial Period. Upon the end of the Trial Period, the Services will immediately and automatically become chargeable according to the selected Pricing Plan.

3.3. Service Provision During the Term Throughout the Term, the Service Provider will provide the Customer with (i) Services based on the applicable Pricing Plan and SLA, (ii) any New Releases as soon as reasonably practicable, and (iii) technical support, including keeping the System updated, in good working order, free from Malicious Code, and restoring it to normal operational conditions if it becomes inaccessible.

3.4. Implementation of New Releases The Customer agrees that the Service Provider may issue New Releases at any time, for any reason, and without prior notice. The Customer must implement these New Releases promptly. Failure to update the System to the New Release within 60 days of notification from the Service Provider will be considered a breach of clause 10.2(i) of these Terms and Conditions. The Service Provider will not be liable for any issues with the System’s operation, availability, or other deficiencies resulting from the Customer’s failure to comply with this obligation.

4. Intellectual Property Rights 4.1. Ownership and Acknowledgement The Customer acknowledges that all Intellectual Property Rights in the Source Code Materials, the Software, and any Maintenance Releases belong and will belong to the Service Provider, and the Customer will have no rights in or to the Software other than the right to use it in accordance with the terms of this license. The Customer agrees not to challenge the Intellectual Property Rights of the Service Provider or its licensors, nor assist any third party in doing so, during the Term or anytime thereafter.

4.2. License Grant Subject to clause 4.1, the Service Provider grants the Customer a worldwide, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the System and Services for the Business Purpose, as specified in these Terms and Conditions, and contingent upon the Customer’s compliance with these terms.

4.3. Restrictions on Use The Customer is prohibited from modifying, adapting, translating, processing, reverse engineering, rearranging, or otherwise reworking any elements of the System. Additionally, the Customer is not allowed to create derivative works from the System or reproduce the results of such actions.

5. Fees and Payment 5.1. Payment for Services The Customer agrees to pay the Service Provider the Fees outlined in the applicable Pricing Plan and Annex 2 for the provision of Services, including access to the System, receipt of New Releases, support, and maintenance as stipulated in these Terms and Conditions. The Customer may switch to another Pricing Plan at any time via the Dashboard or by contacting the Service Provider at support@truecheck.io If such a switch occurs and the Commitment payable by the Customer as per Annex 2 either (i) increases or remains the same compared to the previous Pricing Plan, the switch will take effect immediately, with Fees for the new Pricing Plan prorated for the remaining days of the current month; (ii) decreases compared to the previous Pricing Plan, the switch will take effect from the first day of the month following the switch.

5.2 Automatic Fee Withdrawal Unless otherwise specified in Annex 2 or the applicable Pricing Plan, all Fees will be automatically withdrawn from the credit or debit card provided by the Customer in the Dashboard, as detailed in Annex 2. The Customer must ensure there are sufficient funds in the bank account for these withdrawals. If a withdrawal fails for any reason, the Service Provider may attempt multiple retries, provided the total withdrawn does not exceed the outstanding amount. Timely payment is essential.

5.3 Suspension and Interest on Overdue Payments The Service Provider reserves the right to suspend or limit the Customer’s access to the Services and/or System if (i) any payable amounts are overdue until full payment is received, or (ii) any payable amounts are due and outstanding (even if not overdue), as described in Annex 2. The Service Provider is also entitled to charge interest on overdue amounts from the due date until full payment is made. Interest will be calculated at a rate of 0.1% of the overdue sum per day of delay.

5.4 Taxes All charges quoted to the Customer are exclusive of Taxes. Where applicable, the Service Provider will add Taxes to its invoices at the appropriate rate.

5.5 Currency All amounts stated or referred to in this Agreement are payable in US dollars.

6. Confidentiality and Privacy 6.1. Customer’s Responsibilities The Customer must: (i) keep all Confidential Information strictly private and not disclose it, in whole or in part, to any third party; (ii) take all necessary steps to safeguard Confidential Information, applying the same level of security and care as used for their own confidential data; and (iii) promptly notify the Service Provider of any damage, loss, or unauthorized access to Confidential Information.

6.2. Prohibited Activities by the Customer The Customer agrees not to: (i) use Confidential Information to develop a competing product or service; (ii) copy, alter, duplicate, create derivative works from, or distribute any portion of Confidential Information in any form; or (iii) reverse engineer, decompile, or disassemble Confidential Information.

6.3. Sharing with Authorized Representatives The Customer may share Confidential Information with personnel or professional advisors (“Representatives”) who need to know it, provided they have agreed in writing to confidentiality obligations as stringent as those herein. The Customer ensures that Representatives: (i) use Confidential Information solely for the purposes of these Terms and Conditions; and (ii) keep such information secure. The Customer remains liable for any actions of its Representatives.

6.4. Legal Requirements to Disclose If the Customer or its Authorized Representatives are legally required to disclose any Confidential Information, the Customer shall notify the Service Provider promptly to allow: (i) the seeking of a protective order or other remedy; or (ii) consultation on steps to resist or narrow the scope of the request. If a protective order is not obtained, the Customer will disclose only the necessary portion and ensure it is treated confidentially.

6.5. Return or Destruction of Confidential Information Upon the Service Provider’s written request, the Customer shall: (i) return or destroy all documents containing Confidential Information; (ii) erase all Confidential Information from electronic storage; and (iii) certify compliance in writing.

6.6. Remedies for Breach The Customer agrees that monetary damages would not be sufficient for a breach of this section, and the Service Provider is entitled to injunctions, specific performance, and other equitable relief. The Customer’s liability for breaches of this section is not limited by any other liability caps in these Terms and Conditions.

6.7. Survival of Confidentiality Obligations Clauses 6.1-6.6 shall remain in effect indefinitely, even after the expiration or termination of these Terms and Conditions.

6.8. Use of Personal Data by Service Provider The Customer permits the Service Provider to use personal data to: (i) improve the Services and System through development and testing, including AI-based methods; (ii) fulfill commitments under the Terms and Conditions; (iii) identify and report potential fraudulent activity; (iv) produce anonymized statistical reports and research; and (v) create and store audit logs for security and data protection purposes.

6.9. Data Retrieval and Deletion upon Termination Upon termination of these Terms and Conditions, the Service Provider will: (i) allow the Customer to retrieve personal data related to its Applicants stored in the Customer’s account within 30 days, free of charge; and (ii) delete all such personal data, except data the Service Provider is permitted or required to retain under applicable laws, unless otherwise agreed by both parties.

7. System Security 7.1. Restricted Access The Customer must ensure that only Authorized Representatives have access to the System. Any Security Features or credentials associated with the System must be kept confidential and not shared with anyone other than Authorized Representatives.

7.2. Issuing Credentials to Authorized Representatives If an Authorized User requires individual Security Features or credentials to access the System, another Authorized User must submit a request for these to the Service Provider.

7.3. Actions within the System Any actions taken within the System using Security Features or credentials provided by the Service Provider or created by the Customer or its Authorized Representatives will be considered as performed by the Customer. The Service Provider will not be held responsible for the consequences of such actions.

7.4. Responsibility for Authorized Representatives The Customer is accountable for the actions and omissions of its Authorized Representatives (and any third parties considered as Authorized Representatives under clause 7.3) as if they were the Customer’s own actions.

8. Liability 8.1. Total Financial Responsibility Subject to clause 8.2, this section details the complete financial responsibility of the Service Provider (including liability for the actions or omissions of its employees, agents, and sub-contractors) regarding: (i) any breach of these Terms and Conditions; (ii) any use of the Services by the Customer; and (iii) any representation, statement, or tortious act or omission (including negligence) or breach of statutory duty arising in connection with these Terms and Conditions.

8.2. Exceptions to Liability Exclusions Neither party excludes or limits liability to the other for: (i) fraud or fraudulent misrepresentation; (ii) payment of sums properly due and owed in the normal course of performance of these Terms and Conditions; (iii) any indemnities provided under these Terms and Conditions; or (iv) any matter for which it would be unlawful to exclude or limit liability.

8.3. Limitations on Liability Subject to clause 8.2, the Service Provider will not be liable for: (i) any loss of profits, income, goodwill, revenue, reputation, or business opportunities; (ii) any special, indirect, or consequential damages; or (iii) any loss or corruption of data or information.

8.4. Cap on Liability Subject to clause 8.2, the Service Provider’s total aggregate liability in connection with these Terms and Conditions, whether in contract, tort (including negligence), misrepresentation, restitution, or otherwise, will be limited to: 100% of the total fees paid by the Customer to the Service Provider in the 1 month preceding the date on which the cause of action first arose; this liability cap is cumulative, and the existence of multiple claims does not increase it.

8.5. Customer’s Sole Responsibility The Customer is solely responsible for any conclusions drawn from the use of the Services.

8.6. Customer’s Duty to Indemnify The Customer agrees to indemnify, defend, and hold harmless the Service Provider, its affiliates, and their respective officers, shareholders, directors, and personnel from any third-party claims, suits, actions, damages, liabilities, fines, penalties, costs, losses, judgments, or expenses (including attorney fees) arising from the Customer’s use of the Services or performance under these Terms and Conditions, provided these claims are not directly attributable to a breach by the Service Provider.

8.7. Independence of Liability Provisions Each provision in these Terms and Conditions that establishes a limitation of liability, disclaimer, warranty, or exclusion of damages is intended to be separate and independent from any other provision and will be enforced as such.

9. Guarantees and Assurances 9.1. Customer’s Guarantees and Assurances The Customer guarantees and assures that: (i) it is a legally established and operational entity under relevant laws; (ii) it possesses the necessary capacity, power, and authority to enter into, execute, and uphold these Terms and Conditions, complete the transactions described herein, and adhere to the obligations stated; and (iii) all required corporate actions have been taken to authorize and approve the execution and delivery of these Terms and Conditions, the completion of the transactions described herein, and the adherence to the obligations stated.

9.2. Customer’s Usage Restrictions The Customer agrees not to: (i) use the System and/or Services in a discriminatory manner against any Applicant or in a way that causes harm to any person or property or violates any applicable laws or regulations; (ii) use the System and/or Services for any purposes other than those defined in the Business Purpose; (iii) use the System and/or Services in a manner that could reasonably be expected to damage the Service Provider’s reputation; or (iv) act or fail to act in a way that compromises the integrity or security of the System and/or Services.

9.3. Warranty Disclaimers No conditions, warranties, or other terms, whether express or implied, apply to the System and/or Services provided by the Service Provider under these Terms and Conditions, other than those explicitly stated herein. The Service Provider expressly disclaims all implied warranties, including but not limited to: (i)Warranties of non-infringement, (ii)Title, (iii)Satisfactory quality, (iv)Fitness for a particular purpose, (v)Merchantability, (vi) Conformity to description.

Furthermore, the Service Provider does not guarantee that the Services or any related technology will be error-free or free from defects.

The Customer acknowledges and agrees that: (i) The Services are provided “as is” and are not intended to be the sole basis for any business decision. (ii) The Service Provider shall not be liable for any inaccuracies, incompleteness, or errors in the Services resulting from data provided by the Customer or any third party. (iii) The Services are specifically intended to assist the Customer in AML Screening processes for individuals, legal entities, cryptocurrency wallets, vessels and airplanes

10. Suspension and Termination 10.1. Termination for Convenience Either Party may terminate these Terms and Conditions at any time for convenience by providing the other Party with written notice at least 30 days before the intended termination date. Additionally, the Customer can suspend the provision of Services at any time (without affecting the applicability of unaffected provisions) by requesting it via the Dashboard. The suspension will take effect on the first day of the month following the month of the request. Note that the Services remain chargeable until the suspension becomes effective and will be chargeable again once the suspension is lifted by the Customer or upon their request.

10.2. Immediate Termination for Cause Either Party may terminate these Terms and Conditions immediately by giving written notice to the other Party if: (i) the other Party breaches these Terms and Conditions; (ii) the other Party violates any applicable law or regulation; or (iii) the other Party enters into any arrangement or composition with creditors, goes into administration, receivership, or is declared bankrupt or insolvent, or undergoes any similar event in any jurisdiction where it operates.

10.3. Survival of Terms Any provision of these Terms and Conditions that is intended to survive termination, whether expressly or by implication, will remain in effect. Termination will not affect any accrued rights, remedies, obligations, or liabilities of the Parties up to the termination date.

10.4. Service Provider’s Right to Limit or Terminate Access The Service Provider may, at its discretion, limit or suspend the Customer’s or any Authorized User’s access to the System and/or the Services or terminate these Terms and Conditions immediately if it knows or reasonably suspects that: (i) the Customer is in breach of any warranties, representations, or obligations set out in clauses 9.1-9.2; (ii) the Customer or its affiliates are in violation of any laws or regulations or are subject to sanctions or restrictions; (iii) the Customer infringes on the Intellectual Property Rights of the Service Provider or its affiliates; (iv) the Customer improperly discloses any Confidential Information; (v) a third party gains unauthorized access to the System and/or Services due to the Customer’s actions or omissions, or by using credentials issued by the Service Provider; (vi) the Customer’s actions could harm the Service Provider’s legitimate interests or reputation; or (vii) the Customer’s use of the Services exceeds the defined thresholds. Full access to the System and/or Services may be restored at the Service Provider’s discretion, subject to the Customer taking required actions and providing necessary information.

10.5. Discretionary Suspension or Limitation The Service Provider may suspend or limit the Customer’s access to the System and/or Services at its discretion: (i) immediately and without prior notice; (ii) through consecutive steps (e.g., by disabling Dashboard access and then stopping Service provision altogether); or (iii) in any other manner deemed appropriate.

11. General 11.1. Force Majeure A Party will not be deemed in breach of these Terms and Conditions, nor held liable for damages to the other Party (or any third party), if its performance is delayed or prevented by circumstances beyond its reasonable control. Such circumstances include, but are not limited to, labor disturbances, sabotage, acts of public enemies, wars, invasions, insurrections, riots, fires, storms, floods, earthquakes, explosions, epidemics, or any other events considered Force Majeure. This also covers any curtailment, order, regulation, or restriction imposed by governmental, military, or lawfully established civilian authorities, or emergency repairs needed for the Party’s property or equipment, or that of others under the Party’s operational control. A Party claiming a Force Majeure event must diligently attempt to resolve the condition hindering performance and shall not suspend its obligations more extensively or longer than necessary due to the Force Majeure. Both Parties should strive to minimize the impact of the Force Majeure event, resolve their inability to perform, and promptly resume full performance of their duties. If the Force Majeure event is not remedied within 60 consecutive days, either Party may terminate these Terms and Conditions immediately by giving written notice to the other Party.

11.2. Updates to Terms and Conditions The Service Provider reserves the right to update these Terms and Conditions at its sole discretion. Reasonable efforts will be made to inform the Customer of such updates by email, through the Dashboard, or via the Website. It is the Customer’s responsibility to ensure that they have read, acknowledged, and accepted the updated Terms and Conditions. For clarity, continued use of the System and/or Services, or the lack of objection to the updates before they take effect, will be considered acceptance of the changes.

11.3. No Waiver of Rights or Remedies If either Party fails or delays in exercising any right or remedy under these Terms and Conditions, it will not be considered a waiver of that (or any other) right or remedy. Utilizing any remedy will not mean the exclusion of any other rights or remedies.

11.4. Severability If any provision (or part thereof) of these Terms and Conditions is deemed invalid, illegal, or unenforceable by a competent Delaware/USA court or authority, that provision or part will be considered not part of these Terms and Conditions to the required extent.

11.5. Entire Agreement These Terms and Conditions represent the entire agreement between the Parties, replacing any previous arrangements, understandings, or agreements related to the subject matter (unless explicitly agreed otherwise). Each Party confirms that in entering these Terms and Conditions, it has not relied on any oral or written statements, collateral or other warranties, assurances, representations, or undertakings from the other Party concerning the subject matter, other than those expressly set out here (or referenced explicitly).

11.6. No Third-Party Rights; No Agency, Partnership, or Joint Venture Unless expressly stated otherwise, these Terms and Conditions do not grant any rights or benefits to anyone other than the Parties. Moreover, nothing herein creates an agency, partnership, or joint venture between the Parties. Neither Party is authorized to act on behalf of the other or make any commitments, representations, or warranties, nor bind the other in any way.

11.7. Assignment of Rights and Obligations The Customer may not transfer any rights or obligations under these Terms and Conditions without the prior written consent of the Service Provider, which shall not be unreasonably withheld. The Service Provider, subject to applicable laws and regulations, may assign its rights and/or obligations to one of its affiliates (entities controlled by, controlling, or under common control with the Service Provider) without needing the Customer’s consent. Either Party may also assign its rights or obligations to an acquirer of all or substantially all of its assets with advance written notice to the other Party, without requiring further consent.

11.8. Public Announcements and Use of Trademarks The Customer may only make public announcements or publish written materials about the Service Provider or the existence and nature of the business relationship between the Parties with the prior written consent of the Service Provider, except where required by law, government, regulatory authority, relevant securities exchange, court, or other competent authority. The Service Provider may use the Customer’s trademarks (including logos) in its promotional or marketing materials, on the Website, etc., to publicly identify the Customer as its counterparty.

11.9. Notices and Communications Unless stated otherwise in these Terms and Conditions, any required or permitted notice or communication must be in writing and in English. Notices can be delivered: (i) by hand to a responsible person during regular business hours at the receiving Party’s current physical address and will be considered received on the delivery day, (ii) by email to the designated email address of the receiving Party and will be deemed received on the date and time recorded by the recipient’s email server (unless there is evidence to the contrary), (iii) via Dashboard, or (iv) through other mutually agreed methods in writing by the Parties, and will be considered received based on written or automated receipt or electronic log (as applicable). Parties may update their contact information for notices or communications anytime through written notice, the Dashboard, or as otherwise provided in this clause 11.9.

11.10. Anti-Bribery and Anti-Corruption Compliance Both Parties agree to: (i) comply with all relevant laws, statutes, and regulations concerning anti-bribery and anti-corruption; (ii) promptly report to the other Party any request or demand for an undue financial or other advantage received in connection with the performance of these Terms and Conditions.

11.11. Governing Law and Dispute Resolution These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any disputes arising out of or in connection with these Terms and Conditions, including any questions regarding their existence, validity, or termination, shall be resolved through amicable negotiations between the Parties. If the Parties are unable to resolve the dispute within 30 days, the dispute shall be submitted to the exclusive jurisdiction of the courts of the State of Delaware. The Parties irrevocably agree to submit to the jurisdiction of such courts and waive any objection to the venue of any proceedings on grounds of forum non-conveniens or any similar grounds.

The Customer agrees to be responsible for all attorney fees, court costs, and any other expenses incurred by TRUEZONE Inc. in enforcing any rights under these Terms and Conditions or in connection with any harm caused to TRUEZONE Inc.’s platform. The Customer also agrees to indemnify and hold TRUEZONE Inc. harmless against any damages, losses, or liabilities arising from the Customer’s actions or inactions related to the use of the platform.

Annex 1 – Service Level Agreement 1.1. Introduction
This Service Level Agreement (“SLA”) sets forth the terms and conditions governing the Customer’s use of the Service Provider’s API and/or SDK, referred to as the “TRUEZONE Service.”

1.2. Applicability This SLA is subject to the Terms and Conditions of the Agreement unless otherwise stated herein. Capitalized terms not defined in this SLA shall have the meanings ascribed to them in the Terms and Conditions.

1.3. Service Availability
The term “Service Availability” shall mean that the TRUEZONE Service is accessible and operational for the Customer’s use for the Business Purpose, as defined in the Terms and Conditions.

1.4. Exclusions from Service Availability The calculation of Service Availability shall exclude any periods of unavailability resulting from the following:

Force Majeure Events: As described in the Terms and Conditions, events beyond the reasonable control of the Service Provider.

Scheduled Maintenance: The Service Provider shall have the right to allocate time each calendar month to conduct necessary maintenance on the system, including but not limited to applying upgrades, patches, or configuration changes.

Emergency Maintenance: The Service Provider may perform emergency maintenance without prior notice to address urgent security vulnerabilities or other critical issues. The Service Provider shall make reasonable efforts to notify the Customer at the commencement and conclusion of such emergency maintenance and shall provide information regarding the nature of the work performed.

By continuing to use the TRUEZONE Services, the Customer acknowledges and agrees to the terms outlined in this SLA.

Annex 2 – PAYMENT TERMS 2.1. General In accordance with the selected Pricing Plan and applicable Specification, the Customer is required to pay the Service Provider for Subscription Fees (“Fees”) as per the invoices issued by the Service Provider. Multiple invoices may be generated, either concurrently or at different intervals, for the same reporting period, depending on the exact Fees due for that period. It is explicitly agreed that all Fees are non-refundable.The Service Provider reserves the right to suspend or restrict the Customer’s access to the Services and/or the System until all outstanding payments under these Terms and Conditions are fully settled.

2.2. Subscription Fees Subscription Fees are charged for the provision of designated Services on a recurring basis (once per reporting period) and must be paid unconditionally. To avoid any doubt, Subscription Fees remain payable regardless of whether the Customer utilizes the associated Services. The Service Provider may issue a separate invoice for the Subscription Fees due in each reporting period.

2.3. Taxes & Other Duties The Fees exclude any applicable taxes, levies, duties, or similar charges imposed by legal, governmental, or regulatory authorities in any relevant jurisdiction, including, but not limited to, sales, use, value-added, consumption, communications, or withholding taxes. The Customer is not permitted to deduct any such taxes from the amounts due to the Service Provider. Additionally, the Fees do not cover any banking charges or commissions that may be imposed by financial institutions.

2.4. Fees Update The Service Provider retains the right to modify any Fees payable by the Customer under these Terms and Conditions as follows:

a. In the event that any external third-party engaged by the Service Provider increases its charges or alters the terms under which it provides necessary information for delivering specific Service(s) to the Customer, causing the Service Provider to incur additional expenses, the Service Provider may increase the Fees applicable to those Service(s) to cover the additional costs.

b. The Service Provider may adjust the Fees not covered under clause 2.4(a) at any time. Such adjustments will take effect at the beginning of each invoice period (monthly).

2.5. Payment Method for Subscription Fees Subscription Fees will be charged directly from the Customer’s credit card, debit card, or bank account as provided by the Customer during registration or as updated in their payment details. The Customer agrees to ensure that valid payment information is provided and maintained to facilitate the automatic charging of Subscription Fees. In the event that a charge is unsuccessful due to insufficient funds or invalid payment details, the Customer shall promptly update their payment information, and the Service Provider reserves the right to suspend Services until payment is received.