ChainZap Business Terms

Version: v3 — Pre-Incorporation
Last updated: 7 October 2026
Effective date: [TO BE COMPLETED]

1. Scope

These ChainZap Business Terms (“Business Terms”) govern business, professional and commercial use of ChainZap services (“Business Services”).

ChainZap provides non-custodial transaction-control software and related services for stablecoin-heavy business workflows. Current technical capabilities include transaction verification, obligation and execution tracking, allocation, evidence handling, operational states and batch processing. Specific capabilities available to a Customer are defined in the applicable signed Pilot Agreement, Order Form and incorporated product documentation.

The current commercial focus is Payout Control and related pilot or concierge services. A technical capability described in these Business Terms does not by itself mean that every workflow, network, integration or feature is generally available or accepted for production use.

These Business Terms do not govern the ChainZap Crypto Risk Assistant when used as a consumer service under separate Consumer Terms.

A signed Pilot Agreement, Order Form or other written agreement may supplement these Business Terms. If there is a conflict, the signed agreement takes precedence for the subject matter it addresses.

2. Transaction-Control Model and Payout Control

ChainZap is designed to connect business obligations with observed execution events and available evidence, and to surface operational states or exceptions for Customer review.

Depending on the agreed scope, the Business Services may process or associate:

• business obligations, instructions or internal references;
• expected recipients, senders, amounts, assets and networks;
• execution attempts or events;
• transaction hashes and blockchain transactions;
• Customer-supplied provider or wallet exports;
• allocations between obligations and execution events;
• supporting evidence and coverage information;
• operational states, exceptions, actions, resolutions or outcomes where supported.

The underlying model may be described as:

Obligation → Execution attempts/events → Allocation → Evidence → Operational state → Customer action → Outcome

Not every engagement uses every stage of this model, and some capabilities may be subject to workflow-specific limitations.

Outputs may include states such as CLOSED, PARTIAL, MISMATCH, REVIEW, INSUFFICIENT or other documented operational results.

Payout Control is the current commercial focus. It is designed to help a Customer determine whether a payout obligation was correctly executed and closed across available execution events and evidence.

Current production codes separate transaction, integrity, risk and coverage from obligation allocation and Customer-confirmed outcome. Descriptive labels such as CLOSED or PARTIAL must be mapped in the agreed scope; a completed batch or an allocated amount is not by itself a confirmed Customer outcome.

The exact fields, workflow, outputs, networks, integrations and limitations for a Customer are defined by the applicable signed agreement and incorporated product documentation.

3. Standard Pilot Intake

Unless otherwise agreed, the standard early-stage pilot operates without Customer wallet, exchange or payment-provider API credentials.

A standard pilot may use a securely supplied historical dataset, such as an agreed CSV sample of payout obligations and, where available, transaction hashes or provider-export information.

ChainZap does not require production API integration for the standard pilot.

Future integrations, including read-only provider integrations, are outside the standard pilot unless separately agreed.

4. Non-Custodial Boundary

ChainZap does not custody Customer or third-party funds; request or accept private keys, seed phrases or transaction-signing credentials; sign, initiate, approve or execute blockchain transactions; independently authorize payments, releases, credits or movement of funds; or act as the Customer’s bank, custodian or payment institution.

The Customer must not provide ChainZap with credentials permitting initiation, approval or signing of transfers.

ChainZap does not replace the Customer’s AML, sanctions, Travel Rule, legal, tax, accounting or regulatory obligations and does not certify that funds, wallets, counterparties or transactions are lawful, “clean” or risk-free.

The Customer remains responsible for final operational, payment, release, crediting, compliance and legal decisions.

5. Operational Outputs and Analyst Review

ChainZap Outputs support reconciliation, operational review and exception handling.

Where available evidence supports a result, ChainZap may associate one or more execution events with a business obligation and identify an operational state. Where evidence is incomplete, conflicting or unavailable, ChainZap may return an insufficient-evidence or review-required state rather than treating missing information as successful execution.

For concierge or pilot delivery, ChainZap may combine software-assisted processing with analyst review. Analyst review is part of the delivery process and is not an independent regulated advisory, compliance or payment-authorization service.

ChainZap Outputs and analyst findings do not automatically cause funds to move or a Customer ledger to change.

6. Customer Responsibilities

The Customer will use the Business Services only for lawful business purposes; provide data it is authorized to provide; maintain controls over wallets, credentials, funds and transaction execution; remain responsible for legal, regulatory, compliance, accounting and tax obligations; review Outputs according to its operational and risk requirements; provide reasonably accurate business context; protect its systems and credentials; and not knowingly use ChainZap for prohibited, sanctioned, fraudulent or unlawful activity.

The Customer is responsible for the accuracy of business obligations, manifests, references, provider exports and other Customer-supplied information.

7. Customer Eligibility

The Customer represents, to the best of its knowledge and subject to applicable law, that it is not using ChainZap for prohibited or unlawful activity; will not knowingly use the Business Services for the benefit of a person or entity where doing so would violate sanctions or binding restrictions applicable to the Service; and holds licences or permissions legally required for the activities for which it uses the Business Services.

ChainZap may request reasonable business-identification or KYB information where necessary for legal, sanctions, provider, banking or risk-management purposes.

ChainZap may decline or terminate an engagement where the Customer materially misrepresents its identity, activities or eligibility.

8. Customer Data

“Customer Data” means information submitted to ChainZap by or on behalf of the Customer in connection with the Business Services, including Customer-specific associations between business obligations and public blockchain activity.

The Customer retains all rights it has in Customer Data.

The Customer grants ChainZap limited rights to process Customer Data to provide agreed Services and Outputs, maintain and secure the Service, provide support, follow documented instructions and comply with applicable law.

ChainZap will not sell Customer Data.

9. Outputs and Service Data

“Outputs” means Customer-specific states, reports, reconciliations, evidence packages and other results delivered through the Business Services.

Subject to third-party data restrictions, the Customer may retain and use delivered Outputs indefinitely for its internal operational, accounting, audit, compliance and record-keeping purposes.

“Service Data” means technical telemetry, performance measurements, error information and aggregated statistics about operation of the Service that do not identify the Customer, its counterparties or Customer-specific obligations.

ChainZap may use Service Data to secure, operate, measure and improve the Business Services.

Customer-specific obligations, attempts, counterparties, amounts and outcomes will not be used to make decisions for another Customer or disclosed to another Customer without a separate lawful basis and, where required, appropriate contractual authorization.

10. Data Minimisation

The parties should minimise personal and commercially sensitive information submitted to ChainZap. Where possible, the Customer should use internal obligation IDs, business references or pseudonymous identifiers instead of unnecessary personal information.

The Customer must not provide private keys, seed phrases or transaction-signing credentials.

Specific data fields, retention periods and processing instructions may be defined in a Pilot Agreement, Order Form or applicable data-processing terms.

11. Third-Party Data and Services

Business Services may depend on public blockchain networks, infrastructure providers, Customer-supplied provider exports, KYT/blockchain-intelligence providers, sanctions data, security providers or other third-party systems.

Third-party information may be incomplete, delayed, unavailable, inaccurate or subject to later change.

ChainZap does not acquire broader rights to third-party information than the applicable provider permits. Permitted display, retention, caching, derived use and downstream use remain subject to provider arrangements.

ChainZap may change or discontinue a third-party dependency where reasonably required by licensing, availability, security, legal or commercial considerations.

12. Bring Your Own Provider

Where separately supported and agreed, a Customer may authorize ChainZap to use the Customer’s own third-party data-provider relationship (“BYOP”).

BYOP is not part of the standard pilot unless expressly stated. It does not expand either party’s rights under the provider agreement.

The Customer is responsible for confirming that its provider relationship permits the agreed access and processing. ChainZap may decline or disable an integration where provider terms, technical restrictions or law do not permit the intended use.

ChainZap will not accept credentials that permit initiation, approval or signing of transfers.

13. Confidentiality

Each party will protect the other’s non-public business, technical, financial and operational information using at least reasonable care and use it only for the business relationship.

Customer Data, and any Customer-specific association between Customer Data and public blockchain information, is Confidential Information even where the underlying blockchain transaction is publicly visible.

Confidential Information excludes information demonstrably public without breach, lawfully known without restriction before disclosure, independently developed without use of Confidential Information, or lawfully received from another unrestricted source.

Confidential Information may be disclosed to personnel, contractors and approved subprocessors who need it for the agreed purpose and are bound by confidentiality obligations no less protective in substance.

Legally required disclosure is permitted, with notice where legally allowed and reasonable cooperation to limit disclosure.

Confidentiality survives for three years after termination; Customer Data remains protected while retained, and trade secrets as required by applicable law.

14. Security

ChainZap will maintain reasonable technical and organisational measures appropriate to the Business Service and Customer Data processed.

The standard pilot does not require private keys, seed phrases, signing credentials or production execution credentials.

ChainZap will notify the Customer without undue delay after becoming aware of a confirmed security incident materially affecting Customer Data, subject to applicable law and reasonably available information.

Specific production security commitments may be agreed separately.

15. AI and Subprocessors

ChainZap may use subprocessors or technical providers reasonably necessary to provide the Business Services.

If an AI service processes Customer Data, ChainZap will use terms/settings reasonably intended to prevent that provider from using Customer Data to train general-purpose models, unless the Customer expressly agrees otherwise.

Material subprocessors and relevant data-handling information may be identified in applicable privacy, data-processing or security documentation.

AI-generated text, if used, does not independently authorize transactions or replace underlying structured evidence and operational states.

16. Data Protection

Where ChainZap processes personal data on behalf of the Customer, the parties will comply with applicable data-protection law and, where required, enter appropriate data-processing terms addressing instructions, confidentiality, security, subprocessors, data-subject requests, incidents, deletion/return, audits and international transfers.

Controller/processor roles are determined by the factual processing relationship and applicable law.

17. Service Availability and Material Changes

ChainZap may update and improve Business Services.

For paid Services, ChainZap will use reasonable efforts to give advance notice of material changes materially reducing agreed functionality, except where immediate action is reasonably required for security, legal, abuse-prevention or third-party dependency reasons.

If a material reduction substantially affects a prepaid Service and no reasonable equivalent is available, the Customer may terminate the affected Service and receive a pro-rata refund for the unused affected period.

Uptime, support-response and SLA commitments apply only where expressly agreed.

18. Fees and Taxes

Fees, payment schedules, currency, invoicing terms, usage allowances and included third-party costs are specified in the signed commercial agreement.

Charges incurred directly under a Customer’s own provider relationship remain the Customer’s responsibility unless stated otherwise.

Each party is responsible for taxes imposed on it by applicable law.

Except where otherwise stated or required by law, fees for Services already performed are non-refundable.

19. Intellectual Property

ChainZap and its licensors retain all rights in the Business Services, software, documentation, interfaces, proprietary logic, product designs and ChainZap technology.

The Customer retains all rights in Customer Data and its systems, business processes and pre-existing intellectual property.

Subject to payment and compliance, ChainZap grants the Customer a limited, non-exclusive, non-transferable right to use the agreed Business Service for internal business purposes during the applicable term.

The Customer’s rights to retain Outputs are governed by Section 9.

20. Feedback

Voluntary product feedback, suggestions or feature requests may be used by ChainZap to improve the Business Services without payment, provided this grants no rights in Customer Confidential Information, Customer Data or Customer-specific business processes.

21. Acceptable Use

The Customer must not use the Business Services to facilitate unlawful activity; evade sanctions or binding restrictions; test, structure or route transactions to avoid detection or compliance controls; provide prohibited services where unlawful; interfere with ChainZap systems; bypass access controls; gain unauthorized access to another customer’s data; reverse engineer except where legally permitted; or resell/sublicense except where expressly authorized.

22. Sanctions and Restricted Activity

Each party will comply with sanctions and binding legal restrictions applicable to its performance.

ChainZap may refuse, restrict or suspend a Service where providing it would violate applicable law or sanctions, a required provider lawfully prohibits the relevant use, or continued service would create a material legal/security risk that cannot reasonably be mitigated.

Where legally permitted and reasonably practicable, ChainZap will notify the Customer of the general basis.

23. Warranties and Remedy

Each party warrants authority to enter the applicable agreement.

ChainZap warrants that paid Business Services will be performed with reasonable care and substantially in accordance with the agreed scope and version of documentation incorporated into the signed agreement.

The Customer warrants that it has rights and authority to provide Customer Data and instruct ChainZap to process it.

For a verified material non-conformity, the Customer will allow a reasonable opportunity to correct or re-perform the affected Service. Subject to rights that cannot lawfully be limited, the primary remedy is re-performance or, if not reasonably possible, refund of fees paid for the materially non-conforming portion.

24. Operational Responsibility

Business Services support Customer operations; they do not replace Customer judgment, controls or regulatory responsibilities.

The Customer may reasonably use Outputs as an input into its workflow, subject to documented limitations, coverage and evidence.

The Customer remains responsible for final authorization of transactions, ledger changes, credits, payouts, compliance decisions and actions affecting funds or legal rights.

ChainZap is responsible for providing the agreed Service with reasonable care but does not guarantee outcomes of Customer decisions or external information outside its reasonable control.

25. Limitation of Liability

Neither party excludes liability that cannot lawfully be excluded or limited.

To the extent permitted by applicable law, neither party will be liable for indirect, special or consequential losses arising from the agreement.

ChainZap’s aggregate liability for direct damages must be subject to a contractual cap specified in the applicable signed commercial agreement.

For a pilot, the Pilot Agreement must state the liability cap before a paid pilot begins. For production use, the applicable signed production agreement must state the cap before production use begins.

No paid engagement should commence without an agreed liability cap.

Mandatory carve-outs, including fraud, wilful misconduct, gross fault/gross negligence or other liability that cannot legally be limited, apply to the extent required by governing law.

26. Indemnities

No general indemnity applies unless expressly stated in a signed agreement.

27. Suspension

ChainZap may suspend access where reasonably necessary to address a material security threat, unlawful/prohibited use, material breach, sanctions/regulatory requirements, non-payment of undisputed fees after applicable notice, a binding third-party restriction, or conduct materially threatening ChainZap systems or other customers.

Where reasonably practicable and legally permitted, ChainZap will provide notice and an opportunity to resolve the issue. Suspension should be limited in scope and duration where reasonably possible.

28. Term and Termination

The applicable term is specified in the signed commercial agreement.

Either party may terminate for material breach if not cured within the applicable cure period. Either may terminate immediately where continued performance would be unlawful.

Where ChainZap terminates a prepaid Service for reasons not caused by Customer breach, unlawful activity or non-payment, the Customer receives a pro-rata refund for the unused affected Service.

Termination does not affect accrued payment obligations or provisions intended to survive.

29. Data Return and Deletion

Unless otherwise agreed, following termination or expiry ChainZap will make agreed Customer-provided data or delivered Outputs reasonably available for export for 14 days and delete active copies of Customer Data within 30 days, subject to applicable law, security requirements, backup rotation and third-party restrictions.

Backups may persist until overwritten in the ordinary cycle and remain subject to confidentiality and applicable data-protection obligations.

Limited information may be retained where legally required or reasonably necessary for security, fraud prevention, dispute resolution or enforcement.

30. Publicity

Neither party may use the other’s name, trademarks or logo in public marketing, customer lists, press releases or case studies without prior written permission.

31. Electronic Communications and Notices

Business and operational communications may be delivered electronically to contacts specified by the Customer or through agreed account interfaces.

Formal legal notices may be subject to additional requirements in the signed agreement.

32. Assignment and Novation

Subject to applicable law, ChainZap may assign or novate the agreement to an affiliate, successor, acquirer or entity incorporated to operate ChainZap by giving notice to the Customer.

Where legally effective, the Customer agrees in advance, provided the transferee assumes ChainZap’s obligations and the transfer does not materially reduce Customer rights. Any additional mandatory consent will be obtained.

The Customer may assign only with ChainZap’s consent, not to be unreasonably withheld where appropriate.

33. Force Majeure

Neither party is liable for delay or failure caused by events outside reasonable control, including major blockchain, internet/cloud or provider outages, cyberattacks, governmental action, sanctions changes or natural disasters, to the extent permitted by law.

Force majeure does not excuse payment obligations already accrued for Services performed.

If a force-majeure event materially prevents the affected Service for more than 30 consecutive days, either party may terminate the affected Service, with a pro-rata refund of prepaid fees for the unused affected period where appropriate.

34. Severability and Waiver

If a provision is invalid or unenforceable, remaining provisions remain effective to the extent permitted by law.

Failure to enforce a provision once does not waive later enforcement.

35. Entire Agreement and Order of Precedence

The agreement consists of, in descending priority unless expressly stated otherwise:

1. signed Order Form or Pilot Agreement;
2. applicable DPA, SLA or specifically incorporated schedule;
3. these Business Terms, identified by version/date;
4. incorporated product documentation, identified by version/date.

The agreement supersedes prior proposals, discussions, marketing statements and representations concerning the same subject matter, except for fraudulent misrepresentation or rights that cannot legally be excluded.

36. Changes to Business Terms

A signed Order Form or Pilot Agreement references the applicable version of these Business Terms.

Material updates do not retroactively alter an active fixed-term engagement unless agreed by the parties or required by law.

Updated Business Terms may apply to a renewal, new Order or new engagement after appropriate notice.

37. Governing Law and Disputes

[TO BE COMPLETED AFTER THE CHAINZAP CONTRACTING ENTITY AND JURISDICTION ARE ESTABLISHED.]

38. Contracting Party and Contact

Contracting party: [TO BE COMPLETED]
Registration/licence number: [TO BE COMPLETED]
Registered address: [TO BE COMPLETED]

Business and legal enquiries: support@chainzap.io