Effective Date: July 1, 2025

Quick Summary

This agreement governs your use of Nomyx's blockchain infrastructure and tokenization services. Key points:

• Clear responsibilities for blockchain-specific and securities-related risks

• Automatic renewal unless cancelled 60 days before term end

• Comprehensive data protection and security commitments

• Specific provisions for tokenized securities and fund management

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THIS AGREEMENT GOVERNS YOUR USE OF NOMYX'S BLOCKCHAIN INFRASTRUCTURE SERVICES. BY USING OUR SERVICES, YOU AGREE TO THESE TERMS.

1. Service Access and Delivery

1.1 Service Availability

We provide blockchain infrastructure services including:

• Tokenization tools for SEC-registered securities (Reg A, Reg D, Reg S)

• Smart contract deployment using Diamond Proxy Upgradeable Contracts (ERC-2535)

• Compliance modules integrated with third-party KYC/AML providers

• Fund pooling mechanisms for tokenized securities

• Integration with licensed exchange partners

• White-label marketplace deployment (Launch Pad)

• Automated compliance rule enforcement

Services are available 24/7, except during:

• Planned maintenance (advance notice provided)

• Force majeure events

• Blockchain network congestion or consensus mechanism changes

• Third-party service outages (DFNS, Bridge.xyz, etc.)

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1.2 Support

• Standard: Business hours support via email/portal

• Enterprise: 24/7 support with 3-hour response SLA for critical issues

• Blockchain-specific: Smart contract emergency response team available

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1.3 Service Modifications

We may enhance Services during your subscription. We'll provide:

• 30 days' notice for material feature deprecation

• 90 days' notice for API breaking changes

• Migration guides for smart contract template updates

• Compliance update notifications for regulatory changes

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2. Using Our Services

2.1 Account Security

• Individual logins required (no sharing)

• Multi-factor authentication mandatory for blockchain operations

• Enhanced authentication for securities-related functions

• You're responsible for all account activity

• Regular security reviews required for tokenized securities

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2.2 Acceptable Use

You agree not to:

• Deploy smart contracts for illegal activities

• Create tokens violating securities laws

• Use Services for mixer/tumbler operations

• Manipulate markets or engage in wash trading

• Store private keys or seed phrases in our systems

Additional requirements for tokenized securities:

• Maintain valid SEC filings for all tokenized offerings

• Provide GAAP-audited financials before token minting

• Comply with 12-month lockup between Reg A offerings

• Ensure all investors complete KYC/AML verification through approved providers

• Obtain legal opinion letters for token classifications

• Implement proper investor communication protocols

• Maintain accurate cap tables and ownership records

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2.3 Blockchain-Specific Requirements

• You're responsible for gas fees and network costs

• You understand blockchain transactions are irreversible

• You'll comply with all applicable regulations (MiCA, FinCEN, SEC, etc.)

• You'll implement appropriate KYC/AML procedures

• You'll use only approved third-party services (DFNS wallets, Bridge.xyz, etc.)

• You'll implement mandatory compliance rules in all token smart contracts

• You'll provide SEC filing links and EDGAR documentation for all offerings

• You acknowledge that fund tokens use both ERC-721 (underlying assets) and ERC-20 (investor shares) standards

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3. Term and Termination

3.1 Subscription Term

• Initial term specified in your Service Order

• Auto-renews unless cancelled 60 days before term end

• Pricing may adjust at renewal based on current rates

• Three-year contracts receive preferential pricing

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3.2 Termination Rights

Either party may terminate:

• For convenience: 30 days' notice before term end

• For cause: 30 days to cure material breach

• Immediate: For legal violations, prohibited use, or securities law violations

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3.3 Post-Termination

• 30-day data export window

• Deployed smart contracts remain on-chain (immutable)

• Securities compliance records retained per legal requirements

• No refunds for early termination except our breach

• Transfer of token administration to your designated party

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4. Payment Terms

4.1 Fees

• Annual platform fees paid in advance

• Usage-based fees (API calls, gas, Launch Pad) billed monthly

• Third-party service fees passed through at cost

• All fees non-refundable except as specified

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4.2 Taxes

You're responsible for all taxes except our income taxes. Provide exemption certificates to avoid tax charges.

5. Confidentiality

We'll protect each other's confidential information with reasonable care. This excludes information that's:

• Already public

• Independently developed

• Rightfully received from third parties

• Required to be disclosed for regulatory compliance

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6. Data Protection

6.1 Security Measures

We maintain enterprise-grade security including:

• Smart contract audit requirements

• Smart contract upgrade time locks and veto capabilities

• Securities-specific compliance monitoring

• Integration security for approved third parties

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6.2 Data Processing

• You own your Service Data

• We process data per our DPA (automatically incorporated)

• On-chain data cannot be deleted (blockchain immutability)

• Off-chain data deleted per our Service Data Deletion Policy

• Securities compliance data retained per regulatory requirements

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6.3 Sub-processors

Current sub-processors listed at www.nomyx.io/legal/documents, including:

• DFNS (MPC wallet infrastructure)

• Bridge.xyz (payment processing)

• Persona (identity verification)

• 1Transfer (transfer agent services)

We'll notify you of changes with opt-out rights for new processors.

7. Intellectual Property

7.1 Ownership

• You own your data and smart contract deployments

• We own our Services and template contracts

• Open source components under respective licenses

• Tokenized assets remain your property

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7.2 Feedback

We can use your feedback to improve our Services without compensation.

8. Warranties and Disclaimers

8.1 Our Warranties

• Services will materially conform to documentation

• We'll maintain described security measures

• We have the right to provide the Services

• Our template smart contracts have been audited

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8.2 Disclaimers

THE SERVICES ARE PROVIDED "AS IS" FOR ALL OTHER WARRANTIES. WE DON'T GUARANTEE:

• Blockchain network performance or availability

• Smart contract outcomes or bug-free operation

• Token value or regulatory compliance

• Protection against all security threats

• Third-party service availability or performance

• Securities law compliance for your offerings

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9. Indemnification

9.1 Our Indemnity

We'll defend you against claims that our Services infringe third-party IP rights, except for:

• Your modifications or misuse

• Combination with non-Nomyx services

• Compliance with your specifications

• Use of outdated versions when updates available

9.2 Your Indemnity

You'll defend us against claims arising from:

• Your use violating this Agreement

• Your smart contracts or tokens

• Your end users' activities

• Your regulatory non-compliance

• Securities law violations

• Investor disputes or claims

• Inaccurate disclosures or representations

10. Liability Limitations

10.1 Damages Excluded

NEITHER PARTY LIABLE FOR:

• Lost profits or business

• Indirect/consequential damages

• Blockchain-specific losses (lost keys, failed transactions, token devaluation)

• Smart contract exploits from your code

• Regulatory fines or penalties

• Investor losses or claims

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10.2 Liability Caps

Maximum liability (except exclusions below):

IN NO EVENT WILL THE NOMYX PARTIES BE RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, LIABILITIES, LOSSES, COSTS OR EXPENSES OF ANY KIND, WHETHER DIRECT OR INDIRECT, CONSEQUENTIAL, COMPENSATORY, INCIDENTAL, ACTUAL, EXEMPLARY, PUNITIVE OR SPECIAL (INCLUDING DAMAGES FOR LOSS OF BUSINESS, REVENUES, PROFITS, DATA, — USE, GOODWILL OR OTHER INTANGIBLE LOSSES) REGARDLESS OF WHETHER THE NOMYXPARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LIABILITIES, LOSSES, COSTS OR EXPENSES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE — USE OR PERFORMANCE OF THIS WEBSITE; (B) ANY PROVISION OF OR FAILURE TO PROVIDE THIS WEBSITE OR ITS SERVICES (INCLUDING WITHOUT LIMITATION ANY LINKS ON OUR WEBSITE); (C) ANY INFORMATION AVAILABLE FROM THIS WEBSITE;ANY CONDUCT OR CONTENT OF ANY THIRD PARTY; (E) UNAUTHORIZED ACCESS, — USE OR ALTERATION OF THE TRANSMISSION OF DATA OR CONTENT TO OR FROM US; OR (F) THE FAILURE TO RECEIVE IN ANY WAY THE TRANSMISSION OF ANY DATA, CONTENT, FUNDS OR PROPERTY FROM YOU. IN NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE NOMYXPARTIES ARISING UNDER THESE TERMS EXCEED $1000.00 USD.

10.3 Exclusions

Caps don't apply to:

• Indemnification obligations

• Willful misconduct

• Death/bodily injury

• Securities fraud

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10.4 Blockchain and Securities Risk Acknowledgment

You acknowledge and accept:

• Blockchain immutability means no transaction reversal

• Smart contracts may contain undiscovered vulnerabilities

• Regulatory landscape is evolving rapidly

• Network forks may affect your assets

• We don't control blockchain networks

• Securities laws may change

• Third-party services may fail or change

• Exchange listings are not guaranteed

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11. General Terms

11.1 Governing Law

Delaware law governs. Disputes resolved in Delaware courts.

11.2 Entire Agreement

This Agreement (including incorporated documents) is the complete agreement. Your purchase orders don't apply.

11.3 Assignment

You can't assign without our consent. We can assign to an affiliate or successor.

11.4 Updates

We may update these terms with 30 days' notice. Continued use means acceptance.

11.5 Notices

Legal Notices: Nomyx Technology Labs Inc., 16192 Coastal Highway, Lewes, Delaware 19958 or legal@nomyx.io

12. Definitions

"API" - Our application programming interfaces

"Blockchain" - Distributed ledger technology networks we support, including TSC

"Compliance Rules" - Smart contract-embedded restrictions for KYC/AML and transfer controls

"Diamond Proxy" - ERC-2535 upgradeable smart contract standard

"DPA" - Data Processing Agreement at www.nomyx.io/legal/documents

"Fund Pool" - Aggregation mechanism using ERC-721 tokens mapped to underlying assets and ERC-20 tokens for investor shares

"Launch Pad" - White-label marketplace for tokenized fund distribution

"Service Data" - Data you submit to our Services

"Services" - Our blockchain infrastructure platform and tools

"Smart Contract" - Self-executing code deployed on blockchain

"Token" - Digital assets created using our Services

Incorporated Documents

The following are automatically part of this Agreement:

• Data Processing Agreement

• Acceptable Use Policy

• Service Level Agreement (Enterprise only)

• Security Measures Summary

• Service Data Deletion Policy

• Sub-processor Policy

• Securities Tokenization Addendum

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All documents available at www.nomyx.io/legal-documents

For questions: legal@nomyx.io

Version: 2.0 | Effective: July 1, 2025

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