Terms and Conditions

Between

Reconciliachain AG (in foundation)
Switzerland

(hereinafter "Reconciliachain")

and

The customer or you, respectively

(hereinafter "Customer")

(Reconciliachain and Customer are hereinafter also referred to individually or jointly as the "Party" or the "Parties")

INTRODUCTION

(A) Reconciliachain is the owner and/or licensee of a software in the field of system-agnostic data integrity for automated and autonomous investigation and verification of corporate data integrity as described in more detail on https://reconciliachain.com/, which Reconciliachain makes available to Customer online and which provides for the following key functionalities (hereinafter "Application"):

• Automation and verifying of data reconciliations
• of any system,
• any domain, and
• any complexity.

(B) The Customer shall have the right to use the Application in accordance with these terms and conditions and according to the provisions of the offer provided by Reconciliachain to Customer (hereinafter "Agreement").

(C) This Agreement applies to all legal relationships concluded with respect to the use of the Application. The Agreement comes into effect with the confirmation of Reconciliachain’s offer by the Customer which might be explicit or implicit (see clause Error! Reference source not found.).

(D) Reconciliachain grants the Customer the right to use the Application in accordance with this Agreement.

1. SUBJECT OF THE AGREEMENT

1.1 Services / General

Reconciliachain undertakes to implement its automated reconciliation and verification engine and further develop the Application. The services made available to the Customer in connection with the Application include:

• Implementation Services: Setup and configuration of the data integrity engine for customer systems / setup of the respective account.
• Development Services: Custom development and integration of our technology into existing or new systems.
• Customer Service: Support for addressing issues, inquiries, and technical difficulties.
• Licensing: Granting of license to use our data integrity technology according to these Terms and Conditions (see clause 1.2).

The Customer acknowledges and agrees that the Application is a generally applicable Application of Reconciliachain and not an individual solution for the Customer. Any other customer-specific requests, consultations and features are not part of this Agreement and must be agreed separately between the Parties and additionally remunerated by the Customer.

The Customer acknowledges and agrees that certain services of Reconciliachain regarding the Application pursuant to the description on the Application may be based on a platform, services, software and/or technology of third parties.

1.2 Grant of License

Subject to the terms of this Agreement and particularly the payment in full of the Fees (as per clause 4) by the Customer, Reconciliachain hereby grants the Customer the non-exclusive, non-transferable right, against payment, to use the Application for the Agreement Term in accordance with the service packages agreed as per separate agreement between the parties (hereinafter "Package(s)") (hereinafter "License").

The Customer is not entitled to grant sublicenses or transfer the License to third parties regarding the License granted under this Agreement or parts thereof. Furthermore, the Customer is not entitled to reproduce or edit the Application. The License does not permit unauthorized distribution, modification, or reverse-engineering of our technology.

The Application is regularly updated by Reconciliachain, and Reconciliachain grants Customer access always to the current version of the Application under this License. Reconciliachain will exert reasonable best efforts to ensure uninterrupted availability but cannot warrant a certain minimum availability of the Application or other specific service levels. Reconciliachain is entitled to conduct updates and order shut-off time at its own discretion at all times as reasonably required, while, however, shut-off time will be communicated to Customer at least 5 working days in advance.

Furthermore, the Customer acknowledges that it is required to have the following technical infrastructure in place to make use of the Application as a web-based application (or as otherwise as agreed between the Parties):

• Computing device
• Browser
• Internet access

2. CHANGE OF THE APPLICATION

2.1 The Customer is entitled to request reasonable changes/adoptions to its account regarding the Application until its acceptance by the Customer. Reconciliachain shall implement such changes on the terms set out in this Agreement.

2.2 If a deadline for the implementation is agreed, it shall be extended in favor of Reconciliachain if the changes cause delays.

2.3 The Parties shall record the changes to be made and the associated extensions of time in the time schedule in a change protocol, which shall become an integral part of the Agreement.

3. REPORTING

3.1 Reconciliachain undertakes to keep the Customer informed of the progress of the changes of the Application on an ongoing basis without being requested to do so and in particular upon request.

4. FEES AND TERMS OF PAYMENT

4.1 The Customer shall pay Reconciliachain a compensation for the implementation and the development of the Application as well as the use of the customer service on an hourly basis and for granting of the License on a monthly basis as agreed separately between the Parties in an Individual Agreement as defined in Section 14.6 (hereinafter "Fees"). Fees paid are not refundable under any circumstances – except in the event of withdrawal from the Agreement pursuant to clause 6.5, if the Customer has never used the Application within the Agreement Term or if the Agreement has been terminated prematurely pursuant to clause 0.

4.2 For the payment of the Fees, the Customer will be invoiced by Reconciliachain and paid via Bank Transfer or Credit Card.

4.3 The offsetting of the Fees owed against any counterclaims of the Customer against Reconciliachain is hereby expressly excluded.

4.4 Invoices for the fees will be issued by Reconciliachain (via e-mail) on a monthly basis and shall be paid by Customer in full 30 days from the date of invoice. Non-payment within 30 days from the invoice date will set the Customer automatically in default which will trigger a termination right of Reconciliachain (see clause 5) and a late payment interest payment obligation of the Customer in the amount of 5% per year.

4.5 The Fees are listed in Swiss Francs (CHF) and are exclusive of any Swiss value added tax (VAT). The Customer shall also bear any further taxes and duties, if any, which are levied on the conclusion or performance of this Agreement.

5. TERM OF AGREEMENT / TERMINATION

5.1 Term and Termination

(i) The offer refers to these Terms and Conditions that are provided along and (ii) the offer will be signed by authorized signatories according to the commercial register or the like.

Each Party may terminate this Agreement within a notice period of three (3) months to the end of each calendar month. Reconciliachain may, at its sole discretion, temporarily or permanently exclude the Customer that violates this Agreement from using the Application and/or terminate the Agreement prematurely without notice.

5.2 Consequences of Termination of the Agreement

Upon termination of this Agreement, the Customer shall no longer be entitled to use the Application with immediate effect. Reconciliachain will block access to the Application for the Customer with immediate effect. The rights and obligations under clauses 9, 10, 11, 13 and 15 of this Agreement shall continue beyond the Agreement Term.

After termination of this Agreement, the Customer shall be entitled to access its data (including personal data) for a period of one (1) month. Reconciliachain shall not be obliged to store the Customer's data beyond this period. If the Customer requests the release of data after the expiry of the one-month period and if such data is still held by Reconciliachain, Reconciliachain shall release the data after payment of the actual costs incurred by Reconciliachain for this purpose. The provisions concerning the processing of personal data pursuant to clause 12 remain reserved.

6. MALFUNCTIONS / CUSTOMER SERVICE

6.1 The Customer acknowledges that malfunctions of the Application cannot be completely ruled out even with the greatest care and that the uninterrupted functionality of the Application cannot be guaranteed. Impairments to the use of the Application (by the Customer) which do not seriously prevent or hinder the use of the Application shall not be deemed to be malfunctions within the meaning of this clause 6.

6.2 Malfunctions of the Application must be reported by the Customer in accordance with clause 6.3 below (hereinafter "Report").

6.3 Reconciliachain shall be available to the Customer in the event of malfunctions of the Application on the following days, at the following times: Monday to Friday (only on official working days in the Canton of Zurich, Switzerland; hereinafter "Working Days") between 8:00 a.m. and 5:00 p.m. CET under info@reconciliachain.com.

6.4 Reconciliachain warrants to the Customer a response time of sixteen (16) hours after receipt of the Report in the event of malfunctions during operating hours (between 8:00 a.m. and 5:00 p.m. on Working Days).

6.5 Reconciliachain shall remedy malfunctions as quickly as possible, at the latest within one week after receipt of the Report. If the malfunction cannot be remedied within this period, the Customer shall be entitled to set Reconciliachain one reasonable grace period for remedying the defect. If the malfunction cannot be remedied within this grace period, the Customer is entitled to withdraw from this Agreement.

6.6 Reconciliachain guarantees the Customer an availability of the Application according to clause 0.

6.7 The above-mentioned response and remedy times as well as minimum availability (see clauses 6.4, 6.5 and 6.6) shall not apply to disruptions caused by third party software/technology providers (see clause 0) or attributable to such third party service or license outside the sphere of influence of Reconciliachain or if the performance of the Agreement is limited or impossible due to Force Majeure (defined below).

6.8 Furthermore, Reconciliachain offers a general support service, which is available during the times and on the number and address mentioned in clause 6.3 (hereinafter “Customer Service”). If the Customer makes use of the Customer Service, the services rendered shall be invoiced on an hourly basis (see clause 4).

7. THIRD-PARTY SERVICES AND TECHNOLOGIES

7.1 The Application relies on third-party services and technologies for its operation, including hosting, cloud storage, and software libraries. Reconciliachain assumes no liability for the availability, functionality, or security of such third-party services and technologies, nor for any damages arising from their use.

7.2 The Customer acknowledges and agrees that the terms and conditions of third-party providers may apply to their respective services and technologies used within the Application. Reconciliachain shall inform the Customer of such terms upon request.

8. LIABILITY

8.1 Reconciliachain's liability for damages resulting from slight negligence is excluded to the fullest extent permitted by law. In the event of gross negligence or willful misconduct, Reconciliachain's liability is limited to direct damages and shall not exceed the total Fees paid by the Customer under this Agreement in the preceding 12 months.

8.2 Reconciliachain shall not be liable for indirect or consequential damages, including but not limited to loss of profit, loss of data, or business interruption.

8.3 The Customer shall indemnify Reconciliachain against any claims by third parties arising from the use of the Application in violation of this Agreement or applicable law.

9. INTELLECTUAL PROPERTY

9.1 All intellectual property rights in the Application, including software, designs, trademarks, and documentation, are owned by Reconciliachain or its licensors. No ownership rights are transferred to the Customer.

9.2 The Customer is granted a non-exclusive, non-transferable, and revocable license to use the Application solely for the purposes specified in this Agreement.

9.3 The Customer may not copy, modify, decompile, reverse engineer, or otherwise attempt to extract source code from the Application without prior written consent from Reconciliachain.

10. CONFIDENTIALITY

10.1 Both Parties agree to treat all non-public information exchanged under this Agreement as confidential and to use it only for the purposes of performing their obligations under this Agreement.

10.2 The confidentiality obligation does not apply to information that is publicly available, independently developed without reference to the confidential information, or required to be disclosed by law.

11. DATA PROTECTION

11.1 Reconciliachain shall process personal data in accordance with applicable data protection laws and its Privacy Policy, which is available at [Insert URL].

11.2 The Customer is responsible for obtaining all necessary consents and complying with data protection laws concerning the personal data it provides to Reconciliachain.

12. FORCE MAJEURE

12.1 Neither Party shall be liable for failure to perform its obligations under this Agreement if such failure is caused by events beyond its reasonable control, including natural disasters, pandemics, government actions, war, or labor disputes (hereinafter "Force Majeure").

12.2 The affected Party shall promptly notify the other Party of the Force Majeure event and its expected duration.

12.3 If the Force Majeure event persists for more than 90 days, either Party may terminate this Agreement with immediate effect.

13. GOVERNING LAW AND JURISDICTION

13.1 This Agreement is governed by and construed in accordance with the laws of Switzerland, without regard to its conflict of laws principles.

13.2 Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Zurich, Switzerland.

14. MISCELLANEOUS

14.1 Amendments: Amendments to this Agreement must be made in writing and signed by both Parties.

14.2 Assignment: The Customer may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Reconciliachain.

14.3 Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings, whether written or oral, concerning its subject matter.

14.4 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.5 Notices: Notices under this Agreement must be in writing and sent to the addresses specified by the Parties in the Individual Agreement.

14.6 Individual Agreements: Any deviations from this Agreement must be documented in an Individual Agreement signed by both Parties. Such Individual Agreements form an integral part of this Agreement.

15. FINAL PROVISIONS

15.1 The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of its rights to enforce that or any other provision.

15.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

Zurich, 27.12.2024