# 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**