TERMS OF SERVICE

INTRODUCTION

Cortex Technologies, LLC, a Wyoming, USA limited liability company with a registered address at 30 N Gould St Ste R, Sheridan, WY 82801 (“Cortex”), provides the “Cortex Digital Assets Issuance and Servicing Services”. These services are multi-layered and are generally being offered in a “Software as a Service (SaaS)” mode.

Cortex’ services are designed to support issuers of a Digital Asset Offering with various technology services to optimize their experience in tokenizing financial instruments (the “Services”). The Services are intended to be provided solely to professional clients, not consumers. Having considered the characteristics and suitability of the Services for its needs, as further detailed in any Purchase Order accepted by the Customer, the Customer wants to place an order for said Services under the general terms of service and conditions set out herein (hereinafter referred to as the “Terms of Service”). The acceptance of the Cortex Purchase Order attached hereto as Appendix “A” by the Customer automatically constitutes full acceptance of these Terms of Service.

DEFINITIONS

Unless otherwise defined in these Terms of Service, terms beginning with a capital letter, used in the singular or plural, shall have the meanings given to them hereinafter.

Additional Services: refers to any separate service that the Customer may order in the Purchase Order as they appear in the Cortex catalogue or by ad-hoc quotation if Cortex is in a position to issue such quotation.

Anomaly: means a repeatable failure or unavailability of the Services or the relevant software.

Applications: refers to access to the Services through a set of parameters which is identified by a unique ID number corresponding to the Digital Asset Offering, made available to the Customer and allowing it to combine data and set its presence on the platform.

Business Day: means a day that is not a Saturday, a Sunday or a public or banking holiday in Wyoming, USA.

Contract: means the whole of these Terms of Service (including any joint controllers’ agreement) and the Purchase Order signed by the Customer (and its appendices, if any), with the exclusion of any other document.

Contributor: means any individual, company or organization that contributes to, subscribes to, or invests in any digital assets issued by a Customer.

Customer: means any individual, company or organization that purchases a Service from Cortex.

Data: refers to the data and files added on the Cortex platform as a result of the Application of the Customer, hosted in connection with the Service. Data loaded by the Customer are strictly related to its professional activity and must comply with the terms of the Contract. They include data from the Customer’s counterparts (Investors, agents, …) that participate in a way or another in the Digital Asset Offering process or acquire Customer’s digital assets or tokens.

Digital Asset Offering: means the issuance of financial instruments (as such term is defined in International Accounting Standards IAS 32 and 39) or any other assets specified in a Purchase Order, in the form of digital assets (or tokens) by a Customer, where Contributors can subscribe to, contribute to, or acquire digital assets (or tokens) issued by a Customer.

Documentation: means the Services’ standard documentation, available online and/or provided to the Customer.

Evolution: means the functional or technical evolution of the Services implemented by Cortex, which may be deployed automatically to its Customers, in each case at Cortex’ sole discretion.

Infrastructure: means the technical infrastructure used by Cortex through its web hosting subcontractor to provide the Services.

Initialization: refers to the services provided prior to the Service consisting of (i) setting the Service and (ii) Data loading. The indicative content of the Initialization is set out in the Purchase order.

Investors: means the Customer’s digital asset or token holders involved in transactions via the Services and in certain cases digital asset or token buyers or receivers via alternative means after the initial Digital Asset Offering.

Maintenance: means the correction of any Anomalies or any maintenance due to an Evolution.

ONCHAINID: refers to a blockchain-based identity ecosystem to identify individuals, companies, organizations and DeFi protocols. Each identity is organized by a set of smart contracts deployed on the blockchain and managed by the individual, company, organization or DeFi protocol behind such identity.

Purchase Order: means the purchase order stipulating the details of the Services as ordered by the Customer attached hereto as Appendix “A”, and entirely subject to these Terms of Service.

Period: means the duration of the Services. The Period is stipulated in the Purchase Order and can be open-ended or for specific dates.

Services: refers to the Cortex products and services described in the Purchase Order.

Smart Contract: refers to any programmable code based on blockchain provided or used by Cortex as part of its Services, including any smart contract allowing the Contributors to receive and trade Customer’s digital assets or tokens.

User: means any individual, company or organization having a user account to access one or more of Cortex’ products, services or solutions on behalf of a Customer, including Investors and Contributors, to the extent applicable.

PURPOSE

The purpose of these Terms of Service is to define the terms and conditions under which the Customer benefits from the Services in exchange for fees paid to Cortex.

CONTRACTUAL DOCUMENTS

These Terms of Service (including any joint controllers’ agreement) and the Purchase Order signed by the Customer (and its appendices, if any), shall together constitute the Contract, excluding any other document such as the Customer’s terms of purchase and/or Cortex’ commercial proposals. In addition, some modules of the Services developed or provided by third parties may give rise to additional terms and conditions, which the Customer must accept in order to use such modules.

In case of conflict between the Purchase Order and these Terms of Service, the Purchase Order shall prevail. In case of doubt about the extent or nature of the Services, the Purchase Order shall be interpreted in accordance with these Terms of Service and Cortex’ previous commercial proposal.

DURATION

The Contract shall become effective from the date of receipt by Cortex of the Purchase Order signed by the Purchaser or accepted by the Customer through the selection of a purchase plan on the website, for the Period stipulated in the Purchase Order or until the Contract is terminated in accordance with these Terms of Service.

SERVICES

SETTING UP SERVICES

Cortex offers to set up various Services related to the Customer’s digital assets or tokens’ issuance and servicing needs, which may include smart contracts, and dashboards. The Customer acknowledges that, in all cases, it is solely responsible for (i) adapting its practices to the features and management rules of the Services, (ii) conducting any required management or internal changes, and (iii) configuring all Services.

The Period is set out in the Purchase order.

In case of a Customer request for a specific adjustment that is beyond a Service’s settings’ capability, Cortex may submit an additional specific quote to the Customer, outlining the timing and fees for the specific requested adjustment.

DATA LOADING

Where applicable, the Customer makes its Data available in the manner specified by Cortex, which loads them in the Infrastructure, blockchain, dashboard and where else needed by reproducing them. The Customer is solely responsible for the quality and nature of the Data transmitted to Cortex for loading purposes. The Customer shall ensure the integrity, legality and correct use of the Data.

SERVICE INTERCONNECTION

In principle, the interaction is done via the Service’s interfaces and APIs without additional integration diligence. If the Customer requires a deeper integration service, it must formulate the request with Cortex, and Cortex may propose a fee quote. In all cases, the Customer is solely responsible for obtaining the necessary rights and authorizations for any interconnection with the relevant publishers and is solely responsible for any damage that may occur in case of failure of a third-party item. More generally, Cortex assumes no liability for any malfunction of the Services or damage to Data caused by any third-party software or services with which the Services interact. Cortex does not guarantee that the compatibility of the Services with the Customer’s websites or with its Smart Contracts will be permanent, given the fact that the websites and Smart Contracts are not under Cortex’ control, which the Customer acknowledges.

SERVICES OPENING

The Customer accesses the Services via the resources made available by Cortex, the Customer’s workstations only constituting terminals on which the Data and features of the Services are displayed.

The Customer is solely responsible for actions performed using the assigned code and Digital Asset Offering smart contracts. Cortex assumes no responsibility for any intentional or unintentional disclosure by the Customer of the passwords or other information provided by Cortex. The Customer shall be the only party authorized by Cortex to use the Services and, if applicable, Cortex may separately invoice the Customer for any costs related to checks and/or repairs carried out in case of fraudulent introduction or use of the Service by unauthorized third parties.

DESCRIPTION OF SERVICES

SCOPE OF SERVICE

The Services may include grey label issuance platforms, servicing services, cloud solutions, dashboards and other optional services selected by the Customer, in each case as described in the Purchase Order. The Services to be provided to the Customer may include standard tools that are necessary for the Customer to carry out a Digital Asset Offering and operate the servicing of their digital asset or token.

Some or part of certain services may be developed by third parties and incorporated into the Services by Cortex. Where appropriate, Cortex may submit specific additional requirements for these services to the Customer, the Customer acknowledging that it can only use these services and offer them to Investors by agreeing to the terms and conditions of the third parties offering such services.

The Services and the Customer’s Data are hosted on Cortex’ servers or its hosting subcontractor’s servers (at Cortex’ sole discretion), enabling the remote processing and safeguarding of Data. (additional details as to the locations for the processing and storing of data are detailed below).

The Services fee may be limited to a maximum number of Investors or Digital Asset Offerings (tokens), to the extent specified in the Purchase Order. If exceeded, Cortex will automatically charge the top bracket fee in proportion to the excess recorded. The journals, logs and records of Cortex, or its hosting subcontractor, or any of its third-party sub-contractors are used as evidence in disputed cases, which the Customer acknowledges.

For the purposes of executing the Services, the Customer expressly grants Cortex, its hosting subcontractor and any of its third-party subcontractors, a personal, non-assignable and non-transferable right to reproduce the Data on the Infrastructure during the Period and as long as legally required, in accordance with any joint controllers’ agreement attached to these Terms of Service.

Cortex is not a party and is not involved in any way in token subscription or purchasing transactions between the Customer and its Investors, in transactions between Investors and the Smart Contracts of the Customer or in transactions among Investors. It is solely for the Customer to author its relationships and provide the Investors with conditions of use that the Customer will monitor and ensure compliance with, in particular in relation to the use and availability of the Services. The Customer shall be solely responsible for keeping a record of payments and transactions made while making use of the Services, particularly to meet its legal, tax and accounting obligations. The Customer shall be fully liable for any unauthorized use of smart contracts, code, software or dashboard provided or facilitated by Cortex, outside of the scope of Cortex’ Services, and shall inform Cortex immediately as soon as it becomes aware of such unauthorized use.

SECURITY

Cortex implements security measures that comply with the highest and most up-to-date standards in force, under an obligation of means, against unauthorized access or damage to Data. It ensures the locking of the software and the Infrastructure. Cortex will use best-in-class security practices to ensure the safety of its data and code. While Cortex will make its reasonable efforts to use the best security practices available, there may be instances where third parties (e.g. hackers) can commit data breaches and other security breaches. Said security breaches will not be the responsibility of Cortex, and Cortex shall not be liable for any security breach. However, Cortex will use its reasonable efforts to secure and fix any such breach as soon as possible to help its Customers.

BACKUPS

The Services include a data backup function, performed daily in order to allow the reconstruction of Data on the same day in case of damage. Backups are stored for a maximum of 30 calendar days. In this period, the Customer may request that a backup copy is provided to it within seven (7) Business Days, and that attempts are made to reconstruct the integrity of its Data in the event of an incident not originated by the Customer that caused the deterioration of said Data.

ADDITIONAL SERVICES

The Customer may ask Cortex for support with additional services not included in the Purchase Order, which are either included in the default Cortex service catalogue applicable on the date of the Customer’s request, or could be made available on an ad-hoc basis if Cortex is in a capacity to address such request. Cortex reserves the right to accept or refuse such request at its own discretion, and disclaims any liability in case of incompatibility with, or malfunctioning of, any third-party software or services.

SERVICES TO THE INVESTORS

Cortex may also provide ONCHAINID services directly to the Investors and any other third parties, relating to the creation, development, management and use of a digital identity linked to the individual, company, organization or DeFi protocol behind such identity (hereinafter referred to as an “ID Owner”). To that effect, as a technology provider, Cortex provides a separate service to the ID Owners strictly related to the provision of their digital identity via ONCHAINID. Access to ONCHAINID is subject to prior approval of the ONCHAINID Terms of Service by the relevant ID Owner. Therefore, the Customer must communicate the ONCHAINID Terms of Service to its Investors when they start using Cortex’ Services.

RIGHT OF USE

The signing of a Purchase Order with Cortex leads to the Customer being given a personal, non-exclusive, non-assignable and non-transferable right to use the Services in strict compliance with the Contract, from the opening of the Customer’s access, until the end of the Period (including any renewals), in exchange for payment of the fees specified in the Purchase Order.

Use of the Services means the exploitation of the Services by Users expressly designated by the Customer, within the limit of the number of services stipulated in the Purchase Order. Any corrections, updates or new versions of the Services, within the scope of the Purchase Order, are subject to the conditions set out in these Terms of Service.

Regardless of the number of Services that are generated based on the number stipulated in the Purchase Order, the Customer cannot make any Services or Cortex’ know-how or code available to the public. It is strictly forbidden to manufacture, distribute, transfer or otherwise make available to third parties any Services without Cortex’ prior approval.

Consequently, any use of the Services other than its intrinsic use by the Customer shall be prohibited, unless expressly authorized by Cortex in writing. As such, the Customer shall prohibit its Users and Investors from carrying out (i) any temporary or permanent reproduction of all or part of the Services by any means whatsoever, (ii) decompiling or reverse engineering of the Services or Applications, regardless of whether it results in a similar service, (iii) any interfacing or integrating with other services or software without prior authorization from Cortex, (iv) any dissemination, distribution, or reproduction of the Services for the benefit of another business, the public or third parties (except the Customer’s Investors, to the extent required for a Digital Asset Offering by the Customer), (v) any adaptation or modification of the Services whatsoever, or (vi) any entry or attempted fraudulent entry not authorized on the Infrastructure. Similarly, any extraction or reuse of a qualitatively or quantitatively substantial part of the Services, and any attempted fraudulent or non-authorized introduction on the Infrastructure are prohibited.

The Customer agrees to use each of the Services for its intended purpose, in accordance with its relevant Documentation, the legal and professional rules applicable to the Customer’s activities, as well as the provisions of the Contract. The right of use is granted to the version of the services available at the time of signing of the Purchase Order, which may be updated to the latest version pursuant to an Evolution at the sole discretion of Cortex.

LIMITATIONS OF USE

Cortex may offer the Services in remote mode. Cortex supports the hosting of Data sent by the Customer. Accordingly, the Customer agrees to store and process Data in compliance with all data protection laws and regulations, and any joint controllers’ agreement attached to these Terms of Service. In particular, the Customer is prohibiting and forbidding Users and investors to treat or store through the Services any Data contrary to any laws, regulations or public policy, including any racist, xenophobic, bigoted, proselyte, defamatory, libelous, obscene, pornographic or violent content, or that may damage the protection of privacy, the image of people or the rights of third parties (including by storing files obtained in violation of the rights of the authors). As such, the Customer guarantees Cortex against any recourse claims, eviction action or condemnation pronounced against Cortex because of Data, including any damages, compensation, litigation and/or consulting costs.

The Customer is solely responsible for any Data loaded, processed or treated, and for any instructions that activate procedures and results. It undertakes not to use the Services contrary to any regulations applicable to its business, or assist in such use.

When storing Data contrary to the provisions set out herein or using the Services for any purpose other than stipulated in the Contract as part of the Customer’s business, Cortex reserves the right to (i) remove the disputed Data in an emergency or threat on the Infrastructure and notify the Customer thereof, (ii) suspend access to the Services immediately and without notice, and/or (iii) terminate the Contract of the Customer. Such termination shall not give rise to any compensation whatsoever, without prejudice to any damages that Cortex may claim from the Customer as a result of the Customer’s actions.

There is no contact, commitment or responsibility from Cortex vis-à-vis the Customer’s Investors in relation to the provision of the Services. It is up to Customer to inform its Investors of the terms of making the Service available in strict compliance with these Terms of Service. Cortex shall be allowed to keep the Customer’s Investors as its own users (including, but not limited to, providing ONCHAINID services) throughout the Period and following the termination of the Contract.

DIGITAL OPERATIONAL RESILIENCE

DISCLAIMER

The Customer remains solely responsible for determining whether any function supported by the Services qualifies as critical or important to digital operational resilience for the financial sector and, should that be the case, undertakes to immediately notify Cortex in written form. Cortex shall not be under any obligation to amend the Contract relating to Services that qualify as critical or important functions, in which case the Customer shall have a right to terminate the Contract in accordance with the termination provisions included in these Terms of Service.

The Customer represents and warrants that, prior to entering into this Contract, it has assessed and concluded that the Services to be provided do not support any of its critical or important functions. Accordingly, Cortex shall have no obligation to implement additional safeguards, contingency measures, or oversight mechanisms beyond those expressly set out in this Contract.

The Contract does not relieve the Customer and its management body of its regulatory obligations and its responsibilities to its clients, and the Customer shall be solely responsible of ensuring that the Contract does not to contravene any supervisory restrictions on services and activities.

DUE DILIGENCE

The Customer confirms that that, prior to entering into the Contract, it has conducted all necessary due diligence on Cortex, ensuring that it is suitable for the provision of the Services, taking into account a list of elements including, among others:

the business reputation of Cortex, their financial, human and technical resources, and their information-security;
the organizational structure, including risk management, and the internal controls of Cortex;
the transferability of the Services to another ICT third-party service provider, including as a result of technology specificities; and
all relevant risks, including any potential ICT concentration risk.

The Customer represents and warrants that, prior to entering into this Contract, it has defined its business needs in relation to the Services to ensure alignment with its operational and strategic objectives and conducted a comprehensive risk assessment at entity level, and where applicable, at consolidated and sub-consolidated levels. The Customer confirms that such risk assessment has considered the impact of the Services on the Customer, particularly in relation to:
Operational risks, including business continuity and resilience;
Legal risks, including regulatory compliance obligations;
ICT risks, including cybersecurity threats and system vulnerabilities;
Reputational risks, including risks arising from service disruptions or security incidents;
Confidentiality and personal data risks, including compliance with data protection laws;
Data availability risks, ensuring continuous access and recoverability;
Geographical risks related to the location of data processing and storage;
Location-based risks concerning the jurisdiction of Cortex; and
ICT concentration risks, evaluating the potential over-reliance on Cortex for critical or important functions.

The Customer represents and warrants that, prior to entering into the Contract, it has made an analysis and concluded that Cortex complies with appropriate information security standards. The Customer further represents that it has taken all necessary steps to mitigate any identified risks and ensure compliance with its internal ICT risk management policy and regulatory obligations.

Therefore, the Customer concluded that Cortex is suitable for the provision of the Services and identified no conflicts of interest or any other risks arising from this Contract.

Cortex undertakes, to the extent necessary, to reasonably cooperate for the purpose of such due diligence exercise, and provide the necessary information to enable the Customer to make an informed decision.

COMPLIANCE

The Customer represents and warrants that the Services to be provided under this Contract are in full compliance with:
its policy on arrangements regarding the use of ICT services provided by ICT third-party service providers (such as Cortex)
its ICT risk management framework;
its information security policy;
its ICT business continuity policy;
its requirements on incident reporting; and
its digital operational resilience strategy.

The Customer shall implement and maintain appropriate oversight measures to verify such compliance on an ongoing basis and shall provide Cortex upon request with any relevant policy updates or requirements necessary to align the Services with its ICT services risk management framework, if applicable.

The Customer represents and warrants that it has implemented adequate policies, procedures, and governance arrangements to ensure the resilience and continuity of the functions supported by the Services, including measures to mitigate risks arising from disruptions of the Services.

The Customer acknowledges and agrees that it remains fully responsible for maintaining and updating a register of all contractual arrangements regarding the use of ICT services (including the Services).

The Customer acknowledges and agrees that it remains fully responsible for compliance with all obligations under applicable regulation, and any other applicable financial services law, including the management of ICT third-party risk as an integral part of its ICT risk management framework. The Customer further agrees to waive any right to claim responsibility from Cortex for any non-compliance with its obligations under applicable regulation, and shall hold Cortex harmless from any liability arising from such non-compliance.

NON-INVOLVEMENT

The Customer acknowledges and agrees that the Services provided under this Contract do not include the outsourcing of any reporting activities required under applicable laws and regulations and that it remains solely responsible for fulfilling all regulatory reporting obligations.

The Customer acknowledges and agrees Cortex shall not be required to participate in any information-sharing arrangements established by the Customer, including those involving public authorities, other financial entities, or third parties. Cortex shall have no obligation to share, contribute to, or be associated with any such arrangements, nor shall it be required to use dedicated IT platforms or other operational mechanisms related to such information-sharing frameworks.

SUBCONTRACTING AND LOCATIONS

Cortex may subcontract all or part of the Services, including its subcontractor host, but remains responsible for all Services to the Customer under the terms set out in these Terms of Service.

The Services shall be provided (by Cortex or one of its subcontractors), and all data processed or stored, in the following regions/countries: Ireland.

Any change to these locations, including storage locations, shall require prior notification to the Customer. Cortex shall not transfer, process or store Customer data outside these locations without prior written consent from the Customer.

TESTING AND TRAINING

The Customer shall extend an invitation to Cortex to participate in the ICT security awareness program and digital operational resilience training developed by the Customer, in accordance with its internal policies and the complexity required for the relevant functions. Participation by Cortex shall be on a voluntary basis. Such participation shall include engagement in cybersecurity exercises, awareness campaigns, and technical training sessions necessary to enhance the resilience of the Services.

Where the Services fall within the scope of Threat-Led Penetration Testing (TLPT), the Customer shall take the necessary measures to facilitate Cortex’ participation while retaining full responsibility for compliance with applicable regulations.

The Customer hereby acknowledges and agrees that Cortex shall have the right, on a discretionary basis, to directly enter into contractual arrangements with an external tester for the purpose of conducting, under the direction of a designated financial entity appointed by Cortex, the TLPT, involving multiple financial entities to which Cortex provides ICT services (including but not limited to the Services).

Such pooled testing shall cover the Services and shall be deemed a TLPT carried out by the participating financial entities.

The coordinating financial entity appointed by Cortex, on behalf of, among others, the Customer shall implement effective risk management controls to mitigate any potential risks, including impacts on data, damage to assets, and disruptions to critical or important functions, services, or operations.

At the end of the testing, the financial entity appointed by Cortex and, where applicable, the external testers shall provide to Cortex a summary of the relevant findings, the remediation plans and the documentation demonstrating that the TLPT has been conducted in accordance with the relevant requirements.

MAINTENANCE & RESTORATION

GENERAL PRINCIPLES

In case of an Anomaly affecting the Services, the Customer must report it by email to the address indicated by Cortex in the Purchase Order, who handles reports during Business Days and normal working hours (i.e. from Monday to Friday, except public holidays in Wyoming, from 9 a.m. to 5 p.m. Mountain Time). In its report the Customer shall indicate the circumstances of the Anomaly and the Customer shall provide Cortex with all necessary information to address the Anomaly.

Cortex shall implement the diagnosis of the Anomaly to define if it relates to a software problem or remote connection, or if it is external to the Services (the blockchain itself for example). If the cause of the Anomaly or malfunction is not attributable to the Services, it does not come under Maintenance. However, the Customer may request Cortex to provide it with a fee quote to try to work on the origin of the Anomaly or malfunction of the Services, to the extent that Cortex can intervene.

In addition, the Customer acknowledges the possibility of interruption of the Services (i) to update security measures, (ii) for technical maintenance of the Infrastructure, (iii) in case of intervention or Maintenance, and/or (iv) in case of Evolution of the Services. Cortex will make its reasonable efforts to inform the Customer of such interruption with prior notice of at least 24 hours, to the extent possible. An interruption is not deemed to have occurred to the extent that the Services remain available to the Customer.

RESTORATION OF SERVICE

Cortex shall have an obligation of means to keep the Services available 99.5% of the time, calculated on an annual basis, during the Period. In the event of an Anomaly consisting of unavailability or slowdown signaled by the Customer, Cortex shall make reasonable efforts to restore the services as soon as possible.

MAINTENANCE OF SERVICE

In the event of an Anomaly or malfunction related to features of the Services, reported by the Customer, Cortex shall determine its severity. For the most critical Anomalies, Cortex makes its reasonable efforts to implement a remediation process, and corrects the mistake as soon as possible, to the extent possible, as part of an obligation of means. Less critical anomalies can be corrected as part of the initialization of the next version of the service, as defined by Cortex at its sole discretion.

In the event of an urgent action requested by the Customer outside Business Days or working hours, Cortex may apply additional fees at the rates provided by Cortex to the Customer.

Each operation is subject to a Maintenance ticket at Cortex, which records the time of consideration of the report, the explanations of the Customer and corrections, until closure of the incident confirmed to the Customer by email or phone. In case of dispute, the Customer acknowledges that, until it provides sufficient evidence in front of a competent court, only the logs and records of Cortex shall be considered as true and authentic.

Cortex shall ensure the continuous accessibility, availability, integrity, security, and protection of data of the Customer processed or stored as part of the Services. To this end, Cortex shall:

Maintain the highest and most up-to-date security standards, including encryption, access controls, network security, and data segregation, to protect personal data of the Customer from unauthorized access, alteration, loss, or destruction;
Ensure that Customer’s data processing is carried out in accordance with the Customer’s reasonable instructions and all applicable laws; and
Conduct security audits, vulnerability assessments, and penetration testing to ensure continued compliance with security and resilience requirements, providing relevant reports to the Customer upon reasonable request.

In the event of Cortex’ insolvency, resolution, or discontinuation of business operations, including termination of the Contract, Cortex shall:
Ensure uninterrupted Customer data availability for at least 30 calendar days;
Provide full access to all Customer data in a structured, machine-readable format;
Cooperate in Customer data migration to an alternative provider or the Customer’s own infrastructure in the event of a termination of the Contract; and
Cooperate in the orderly transition of Customer data, and in the recovery and return of all personal and non-personal data at no additional cost beyond pre-agreed fees.

Cortex shall fully cooperate with the competent authorities and resolution authorities overseeing the Customer, including those appointed by them. This shall include providing access to all relevant documentation, systems, and records upon reasonable request and facilitating any regulatory audits or inspections.

EXCLUSION CASE

In any event, Cortex cannot be held responsible or assume responsibility for any Anomaly, malfunction, slow service or damage which may be linked to:

use of any of the Services in a manner not appropriate to its destination, the relevant Documentation or the recommendations of Cortex;
a hardware or software failure of one or more elements of the Customer Sites, the computer system, networks, internet or blockchain;
the availability, security or integrity of any network used to provide Cortex’s Services (including any blockchain network);
failure of electronic communications networks, slowing or blockage of the Internet or the blockchain network;
parameters settings of the IT environment or control stations of the Customer;
refusal of the Customer or any of its subcontractors to cooperate with Cortex in resolving Anomalies;
incompatibility between the Services and any new hardware or third-party software implemented by the Customer without prior notice to, and approval by, Cortex;
contamination of the Customer computer system with a computer virus;
an act of piracy or fraudulent intrusion into the computer system of the Customer or a Contributor;
the intervention of a third party on the Services not sanctioned by Cortex;
generally any voluntary act of degradation, vandalism, sabotage, damage or hacking from the Customer, its employees or any third party; or
damage due to force majeure.

In case of any Anomaly or malfunction in one of the above listed cases, the Customer may request Cortex to attempt restoration on the basis of an accepted fee estimate.

EVOLUTION OF SERVICES

The Evolution of the Services includes technical updates and any new functional versions of the Services, at the sole discretion of Cortex.

Cortex shall make its reasonable efforts to inform the Customer at least two (2) Business Days in advance of any new working versions of its Services. Cortex conducts updating and installation of Evolutions directly on the Infrastructure. The Evolution of Services does not include any specific functional requirements that the Customer would like to implement, or upgrading third party software unless the Evolution or upgrading is the result of changes in third party software.

If applicable, the Customer may present its Evolution adaptation needs to Cortex, who may provide a fee quote to the Customer for the specific developments or adaptations involved. After confirmation in writing from the Customer that such specific developments or adaptations fulfil the initial request made to Cortex, and confirmation in writing of approval of the fee quote, Cortex may proceed to work on the specific developments or adaptations, and the Customer will access these via its connection to the Services.

FINANCIAL CONDITIONS

SERVICES PRICES

For the Services, the Customer agrees to pay:

The price of the standard services described in the Purchase Order;

The price of all optional services described in the Purchase Order;

Any additional services provided by Cortex at the request of the Customer.

The Services’ fees for the Period are specified in the Purchase Order. The Purchase Order includes the standard solutions and any other services chosen by the Customer. Billing for the Services begins at the signature of the Purchase Order.

The Customer may increase the number of Services ordered at any time by notifying in writing Cortex at least ten (10) Business Days in advance. Cortex shall adapt the Services as soon as possible.

PAYMENT OF SERVICE

Prices, fees and the timeframe for payments of the Services are specified in the Purchase Order. They are expressed excluding taxes.

Invoices shall be paid by the Customer in accordance with the conditions set out in the Purchase Order.

The fee rates for the Services are revised every year on 31 December, and at other dates as determined by Cortex with ten (10) Business Days’ notice given to the Customer in writing.

LATE PAYMENTS

In any event, any late payments result in the application to the Customer of:
the lump sum indemnity for legal collection costs;
additional fees as may be necessary to recover the debt; and
a late payment interest on any due amounts at a rate of two percent (2%) per day, starting from the first day of delay in payment until the day of payment.

In case of persistent delays of more than ten (10) Business Days, all invoices issued by Cortex become due and payable and Cortex may suspend the Services without prior notice or compensation, and/or terminate the Contract as a result of an exclusive breach by the Customer. During the suspension, the Customer shall remain liable for any amount otherwise due under the Contract.

INTELLECTUAL PROPERTY

Cortex holds all rights to the Services, including its brand and logo, any other intellectual property rights, as well as any software, application or database (including any Data) used in the Services. The Customer remains the sole owner of its own Data, its own brands and logos, any other intellectual property rights of the Customer not related to the Services, as well as its website.

The right to use the Services offered to the Customer shall not have the effect of transferring any intellectual property whatsoever by Cortex to the Customer, on any part of the Services.

GUARANTEE

Cortex ensures the compliance of the Services (as described in any relevant Documentation) subject to the limitations set out under the Contract. Furthermore Cortex guarantees that it has permissions and intellectual property rights enabling it to provide the Services to Customers. Accordingly, Cortex agrees to defend and indemnify the Customer for damages arising from any claims, lawsuits or convictions brought by a third party alleging that all or part of the Services infringes upon any intellectual property rights, provided that the Customer (i) notifies Cortex immediately in writing of the existence of the claim or suit, (ii) makes a request for its defense, (iii) provides full cooperation in such defense and (iv) does not compromise without first obtaining the written consent of Cortex. This guarantee does not apply to cases of lack of maintenance as set out in these Terms of Service. In addition, this guarantee does not apply to open-source components or licenses that are integrated into or used within the Services. To the extent that Cortex acknowledges that any component is infringing, it may at its option and expense: (i) modify the component in question so that the Services are non-infringing, (ii) replace the component with a non-infringing component, with the overall equivalent or superior in performance features, or (iii) obtain the rights of use for the Customer to continue to use the Services in accordance with the terms of the Contract. Otherwise, Cortex may unilaterally terminate the Contract and refund any amount paid in advance by the Customer, as sole compensation.

For its part, the Customer guarantees to Cortex that it has any necessary permissions, licenses and intellectual property rights needed to make use of the Services, and to control the Data stored and processed through the Services, and holds Cortex harmless from any claim or damage by a third party. The Customer agrees to defend and indemnify Cortex for damages arising from any claims, lawsuits or convictions brought by a third party. This guarantee applies in particular to the treatment of Investors’ Data that is used in connection with the Services.

CONFIDENTIALITY

The elements of the Infrastructure and the Services constitute confidential information for the Customer. The Customer undertakes (i) to keep confidential all information it receives from Cortex, and (ii) not to disclose confidential information from Cortex to any third party, without Cortex’s prior written consent The Customer shall also be entitled to communicate to Cortex that any particular information shared by the Customer with Cortex is to be considered as confidential, and Cortex shall, to the extent acceptable, treat the information as such.

PERSONAL DATA

The Customer and Cortex shall comply with applicable data protection law, and conduct as well as with all necessary formalities for treatments performed by using the Services. In case of request for access, correction or deletion of Data made by a natural person, the Customer shall take action and comply with the provisions with any joint controllers’ agreement attached to these Terms of Service.

Cortex shall implement and maintain appropriate measures to ensure the availability, authenticity, integrity, and confidentiality of Customer data, including personal data. Such measures shall comply with applicable data protection laws.

LIABILITY

Cortex assumes no responsibility regarding the suitability of the Services to the needs of the Customer, notwithstanding the initial settings of the Services. It is the sole responsibility of the Customer to first ensure that it has all the technical prerequisites for the use of the Services (terminal devices, OS, electronic communications network) as described by Cortex. The Customer is responsible for the hardware, software, network connections and technical safeguards needed for its use of the Services. Cortex shall not accept any responsibility or liability in case of malfunction or non-compliance of these elements. It is for the Customer to ensure that the treatment of the Services complies with any applicable regulations in effect when it uses them.

The liability of Cortex in case of damage to the Customer due to a breach of its obligations under the Contract (as evidenced by the Customer) shall be limited to an amount equal to the fees collected by Cortex for the Period during which the damage occurs. In any event, Cortex shall not be held liable for any damages arising as a result of the Customer’s control or use of the Services or their unavailability, including any damages to the Customer, Investors or third parties (including loss, leakage, inaccuracy or corruption of Data, business interruption, goodwill, commercial or financial loss, etc.). In particular, Cortex is not involved and shall not be held liable in respect of any operations of exploration, delivery or payment made by the Customer and/or Investors, and as Cortex has no control over transactions and sales made through the Services due to the Customer’s control over the Services’ processes. Each sale made by the Customer binds it to its Investors in an operation that is external to Cortex. The Customer makes its own arrangements in its business relationships between buyers and sellers on its websites, and holds Cortex harmless against all claims arising therefrom. It is also the responsibility of each party to underwrite the insurance policies required for its activity and products. It is reminded that the contractual liability of Cortex may be initiated for damage that occurred in one of the cases specified in the “Limits of use” and “Exclusion cases” Sections above.

Similarly, in any case Cortex’s liability does not arise in case of a temporary request or permanent interruption of the Services by an administrative or judicial authority. Finally, the Customer waives all claims against Cortex beyond a period of one (1) year after the occurrence of a damaging event.

The Customer shall be liable for any breach of its obligations under the Contract, and generally in cases of fraud, negligence or willful misconduct, and shall indemnify Cortex for any damages and/or costs incurred as a result thereof.

In addition, the Customer is solely responsible for Data loads and processes that it uses through the Services, including their legality and technical safety. Consequently, the Customer is responsible for any damage whatsoever that is suffered by Cortex and/or its subcontractor host and/or third parties in respect of Data loaded and/or actions taken by the Customer and/or Users via the Services. The Customer warrants and shall indemnify Cortex against any action arising from any third party, including in the cases referred to in the “Limits of use” Section above.

TERMINATION

There is no termination for convenience during the Period.

Since the Services may depend on the Infrastructure which Cortex uses as a host, the Customer acknowledges that Cortex may terminate the Contract without compensation if the host terminates its hosting service for whatever reason.

In addition, in the event of a breach by either party of any of the obligations of the Contract, that has not been remedied within thirty (30) calendar days after notice has been given to the breaching party, the other party shall be entitled to terminate the Contract, without prejudice to any damages which it may claim. Any claim brought by the Customer for compensation related to any breach of the Contract cannot exceed the fees collected by Cortex for the Period during which the damage occurs.

Exceptionally, Cortex reserves the right to automatically terminate the Contract without notice or compensation in the event that the Customer or any of its Users prejudice in any way the integrity of the Services, property, intellectual property rights, reputation or image of Cortex’s brand or products, and in the situations stipulated in the “Late payments” Section.

Notwithstanding the provisions in this section, the Customer shall have the right to terminate the Contract subject to prior notification within a minimum notice period of 30 calendar days in the event of:

A significant and material breach by Cortex of applicable laws, regulations, or contractual obligations;
Identification of risks during ongoing ICT third-party risk monitoring that may materially impact service performance, including material changes affecting the Contract or Cortex’s situation;
Identification of material weaknesses in Cortex’s risk management evidenced in written form, particularly regarding the availability, authenticity, integrity, or confidentiality of personal, sensitive, or similar data; or
Where the Customer’s competent authority is no longer able to effectively supervise the Customer due to circumstances arising from this Contract.

Upon termination under the circumstances set out in the preceding paragraph, Cortex shall ensure an orderly transition of services and Customer data, at no additional cost beyond pre-agreed fees, to minimize disruption to the Customer’s operations, for a period of 30 calendar days following the termination of the Contract.

Upon termination of the Contract for breach by the Customer, all sums paid shall be retained by Cortex, which will charge all fees remaining due until the end of the Period under the Purchase Order, and such fees shall become immediately due and payable on the effective date of termination. Upon any termination of the Contract for breach by Cortex, Cortex issues a credit note for any unpaid invoice issued for the reminder of the Period until the date of actual termination, and keeps the fees collected and/or past due for the Period up until the effective termination.

FINAL PROVISIONS AND APPLICABLE LAW

The Contract constitutes the entire agreement between the Customer and Cortex and supersedes and replaces all previous documents concluded between them in respect of the Services. The Customer shall not assign the Purchase Order to a third party (of assets, sale of business assets, merger, takeover, change of control, etc.) without the express written consent of Cortex.

In the event that one or more stipulations of these Terms of Service would be considered invalid, inapplicable or unenforceable by any court of competent jurisdiction, the remaining provisions hereof shall remain valid unless otherwise specified by that court. The Customer and Cortex agree that, in such case, they will negotiate in good faith and the terms of replacement will be (i) valid, enforceable and binding and (ii) in accordance with the original intent of the parties.

In cases of force majeure, the obligations of the parties shall be suspended for the duration of this case. If the force majeure continues for more than three (3) months, the Contract will be terminated by written notice sent by either party to the other party, unless otherwise agreed between the parties.

The Customer expressly authorizes Cortex to reproduce its logo, key metrics of its Digital Asset Offering and its brand as a business reference, in its printed and online marketing materials for the duration of two years, unless otherwise indicated in written form by the Customer.

The Customer agrees to participate in the redaction and publication of a common press release explaining why it chose Cortex’s Services. The Customer agrees to work with Cortex on the language and information used in the press release until said press release is agreeable to all parties. All parties must be given a chance to review and approve the press release before publication.

The Customer waives initiating or employing, directly or through intermediaries, any employee or freelancer of Cortex, without prior express consent of the latter. This waiver is valid for the duration of the Contract and during the twelve (12) months following its termination. In the event that the Customer fails to comply with this obligation, it will compensate Cortex by paying it immediately upon request a lump sum equal to twelve (12) times the monthly gross salary of the employee at the time of his/her departure.

The failure of either party not to claim a commitment by the other party to any of the obligations contemplated herein cannot be interpreted as a waiver of the relevant claim.

In case of dispute, evidence provided by Cortex of the actions of the Customer and/or Investors and/or Users and/or third parties, using the connection logs and transmissions identified by Cortex, shall be considered as the only true and authentic evidence, particularly with regard to the date, nature and content of any Data and Anomaly reports.

As a result of the particular technologies that it uses as part of the Services, Cortex reserves the right to modify at any time without notice at its sole discretion the content of these Terms of Service, which take effect from the date of notification to the Customer. In case of substantial changes to the Services, the Customer will be able to request the termination of the Contract with one (1) month’s written notice. Cortex shall not have to pay any compensation to the Customer as a result of the modification of the Terms of Service or termination of the Contract as a consequence thereof.

The Contract is subject to Wyoming law.

ANY DISPUTE IN CONNECTION WITH THE SERVICES, NOT AMICABLY RESOLVED BETWEEN CORTEX AND THE CUSTOMER, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMPETENT COURT OF WYOMING, USA. CORTEX ALSO RESERVES THE RIGHT TO ENTER INTO ARBITRATION AT ITS DISCRETION WITH A WYOMING ARBITRATOR OF CORTEX’ CHOICE.

###ONCHAIN TERMS & CONDITIONS

Updated on July 1st, 2022

INTRODUCTION

Cortex Technologies, LLC, a Wyoming, USA limited liability company with a registered address at 30 N Gould St Ste R, Sheridan, WY 82801 (“Cortex”), provides certain Users, such as investors and any other party (such as issuers or agents) involved in a Digital Asset Offering (as defined below), with a digital identity based on a Distributed Ledger Network (as defined below), which can be made available to pre-approved parties (hereinafter referred to as “ONCHAINID“).

Their ONCHAINID service provided by Cortex may allow Users to:

have a digital identity evidencing their capacity to hold, issue and manage Digital Assets on a distributed ledger;
have one or several wallets associated to their digital identity allowing them to hold Digital Assets or tokens and sign transactions;
have personal data associated to their digital identity stored securely on their behalf outside of the distributed ledger;
manage, maintain and use the personal data associated to their digital identity in any identification, qualification and signature process associated to specifically acquiring, holding or managing Digital Assets, tokens or any other process leveraging ONCHAINID.

For the purpose of accepting the creation of an ONCHAINID and using the ONCHAINID services, each User accepts these terms and conditions (hereinafter referred to as “Terms and Conditions“).

DEFINITIONS

Unless otherwise defined in these Terms of Service, terms beginning with a capital letter, used in the singular or plural, shall have the meanings given to them hereinafter.

Agreement: these Terms and Conditions.

Claim: means the categories of Data populating an ONCHAINID.

Data: refers to the data related to a given User, as populated in his/her/its ONCHAINID. Data available in an ONCHAINID may contain Personal Data.

Digital Assets: means a digital representation of value which is digitally issued, traded and/or transferred via a Distributed Ledger Network.

Digital Asset Offering: means the issuance of digital assets (or tokens) by an issuer, where investors and/or contributors can subscribe to, contribute to, or acquire digital assets (or tokens) issued by an issuer.

Distributed Ledger Network: means a blockchain-based distributed computing platform and operating system featuring smart contract functionality.

GDPR: means the Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

Personal Data: has the meaning ascribed to such term under Article 4(1) of GDPR.

Smart Contract: refers to the programmable code based on the Distributed Ledger Network protocol allowing the creation of the User’s ONCHAINID.

Users: means any individual, company or organisation directly or indirectly using or intending to use Cortex’ services, including (but not limited to) having an ONCHAINID and/or benefiting from the ONCHAINID service.

PURPOSE

The purpose of these Terms and Conditions is to define the terms and conditions under which the Users may have an ONCHAINID and benefit from the ONCHAINID service.

DURATION

The Agreement shall become effective upon its acceptance by the User (which for the avoidance of doubt may be given via an acceptance check box or by the creation of an ONCHAINID at the User’s request) and shall remain in place for an undetermined period of time under the conditions set out herein.

DESCRIPTION OF THE ONCHAINID
1. Scope of the ONCHAINID

Cortex provides the Users with a digital identity known as the ONCHAINID, which the User may then use on compatible platforms. The ONCHAINID works as a verified identity available on the Distributed Ledger Network. In this respect, a Smart Contract is issued establishing the ONCHAINID. Claims are then populated in the ONCHAINID.

Claims may be populated by Cortex (generally on behalf of the User or a qualified third party) or by third parties. By accepting to be provided with an ONCHAINID, the User accepts the fact that third parties may populate the Claims, consult the User’s Data or have access to the User’s Data. The User expressly authorises Cortex and any third parties populating Claims to process the User’s Data.

The User’s Data is stored by default on Cortex’ server or its hosting subcontractor’s server, enabling the remote processing and safeguarding of Data. The journals, logs and records of Cortex, or its hosting subcontractor may be used as evidence in disputed cases, which the User acknowledges.

The User will remain the owner of his/her/its Data. When creating an ONCHAINID, Cortex will set up two similar management keys for the relevant identity: one key which is associated to the wallet of the User and the other key which is held by Cortex in order to perform administration services on behalf of the User. The User may revoke the management key of Cortex, however, the User accepts and understands that in such case Cortex will no longer be able to perform administration services for the User.

Security

Cortex implements security measures that comply with the highest standards in force, under an obligation of means (obligation de moyens), against unauthorised access or damage to Data. Cortex will use the best in security practices to ensure the safety of its data and code. While Cortex will make its reasonable efforts to use the best security practices, there may be instances where third parties (e.g. hackers) can commit data breaches and other security breaches. Said security breaches will not be the responsibility of Cortex, and Cortex shall not be liable for any security breach. However, Cortex will use its reasonable efforts to secure and fix any such breach as soon as possible.

SAFEKEEPING SERVICES
1. Scope of the Safekeeping Service

As part of the ONCHAINID service, Cortex may also offer access to a safekeeping service (hereinafter referred to as the “Safekeeping Service”).

With the Safekeeping Service, the User has the ability to create a wallet for the safekeeping of its Digital Assets (hereinafter referred to as the “Wallet”). After successful registration with Cortex to that effect, the User will be provided access to the Wallet.

Functionalities of the Wallet

The Wallet displays the Digital Assets that are held by the User. When Cortex offers access to a safekeeping service, the public and private keys associated to the Wallet are kept by authorized third parties.

Furthermore, the User may have access to the following functionalities:

the User may view the public address of his/her/its wallet;
the User can view past transactions, including the addresses of the sender and recipient of the transaction, time stamp and transaction ID;
the User can initiate transactions;
as the case may be, and depending on the Distributed Ledger Network on which the Wallet is created, the Wallet of the User may be pre-funded with the network currency needed to cover the network fees required to carry out transactions in Digital Assets with the User’s Wallet.

Data sharing

Cortex may rely on a third-party service provider for the management, custody and/or holding of the Wallet. The User understands and accepts that this means that Cortex would merely grant access to the User to the solution provided by such service provider. By creating a user account, the User may be required to accept the terms and conditions of such service provider relating to the Safekeeping Service. By accepting the present Terms and Conditions, the User also accepts the service provider’s terms and conditions which are appended hereto in annex. The User furthermore understands and accepts that Cortex may be required to process and share User related information or Data with such service provider in order to enable the latter to comply with its legal and regulatory obligations or to provide its services.

Cortex will incur no responsibility whatsoever relating to the safekeeping of the Digital Assets as long as it relies on a third-party service provider. betoken may not be held responsible in case of non-delivery of any service by the third-party service provider or insolvency of the third-party service provider resulting in the possible inability for the third-party service provider to process the restitution of the Digital Assets to the User or in case of breach of notably the safekeeping duties of the service provider. Any claims in that respect will need to be raised by the User directly with such service provider. The User acknowledges and accepts that Cortex shall not be held liable for any damage suffered by the User in connection with any safekeeping service or any Wallet.

Fees

The provision of a safekeeping wallet, the safekeeping of certain Digital Assets and/or the carrying out of Digital Assets transactions pursuant to which such assets may be transferred to and from the relevant User’s Wallet may entail fees which will be charged accordingly to the User by Cortex. In such case, Cortex will issue an invoice to the User. A failure by the User to settle the invoice according to its terms might result in the Wallet of the User being blocked by Cortex until full payment of any outstanding amounts under such invoice. Upon blocking of the Wallet, the User will have a 15 calendar days period to settle the invoice, after which Cortex shall have the right to terminate the Agreement with immediate effect. Upon termination, the User will be required to provide to Cortex information as to where the Digital Assets should be transferred. In case the User fails to provide this information to Cortex, the Digital Assets will be kept in an internal wallet of Cortex or sold by Cortex to recover any outstanding debt owed by the User.

LIMITATIONS OF USE

It is prohibited and forbidden for the User to provide any Data to Cortex or any third-party which may be contrary to any laws, regulations or public policy, including any racist, xenophobic, bigoted, proselyte, defamatory, libellous, obscene, pornographic or violent content, or that may damage the protection of privacy, the image of people or the rights of third parties (including by storing files obtained in violation of the rights of the authors). As such, the User agrees to indemnify Cortex against any claims, lawsuits, judicial or administrative recourse against Cortex because of Data, including any damages, compensation, litigation and/or consulting costs.

The User is solely responsible for any Data loaded, processed or treated, and for any instructions that activate procedures and results. It undertakes not to use any services contrary to any regulations applicable to its business, or assist in such use.

When storing Data which contravenes with the provisions set out herein or with the services provided by Cortex, Cortex reserves the right to (i) remove the disputed Data in an emergency or threat, (ii) suspend access to the ONCHAINID immediately and without notice, and (iii) immediately terminate the Agreement. Such removal, suspension or termination shall not give rise to any compensation whatsoever, without prejudice to any damages Cortex may claim from the User as a result of its actions.

FINANCIAL CONDITIONS

Cortex may charge a fee to the User for the provision of the ONCHAINID and related services.

In case the ONCHAINID is created in the context of a Digital Asset Offering or the access to a third-party platform, the issuer of the Digital Asset Offering or such third-party platform, as applicable, agrees to bear the costs of any ONCHAINIDs created in connection with the Digital Asset Offering. However, fees related to further amendments to the ONCHAINID or uses beyond the mere Digital Asset Offering may be charged by Cortex directly to the User. In such case, Cortex will provide the details of such costs to the User, and the User may decide to terminate this Agreement if it does not agree with the fee to be charged by Cortex. Termination will be effective immediately, and will result in the termination of any ONCHAINID and related services.

Finally, in case the ONCHAINID is created in a context which is not related to that of a Digital Asset Offering or the access to third party platforms or in case the issuer of a Digital Asset Offering or such third-party platform have decided not to bear the cost of the creation of the ONCHAINID, the User shall bear the costs of creating and managing the ONCHAINID. Cortex will provide the details of such costs to the issuer. The User may decide to terminate this Agreement if it does not agree with the fee charged by Cortex (or the issuer on its behalf). Termination will be effective immediately, and will result in the termination of any ONCHAINID and related services.

INTELLECTUAL PROPERTY

Cortex owns and holds all rights to the ONCHAINID, including its brand and logo, any other intellectual property rights, as well as any software, application or database used in the ONCHAINID as the case may be. Notwithstanding the above, the User remains the sole owner of its own Data.

The right to use the ONCHAINID shall not have the effect of transferring any intellectual property whatsoever on any part of the ONCHAINID to the User.

CONFIDENTIALITY

The elements of the ONCHAINID constitute confidential information. The User undertakes (i) to keep confidential all information it receives from Cortex, and (ii) not to disclose confidential information from Cortex to any third party (other than its own Data), without Cortex’ prior written consent. The User shall also be entitled to communicate to Cortex that any particular information shared by the User with Cortex is to be considered as confidential, and Cortex shall, to the extent acceptable, treat the information as such.

PERSONAL DATA

The User and Cortex undertake to comply with applicable data protection law, including but not limited to GDPR, and conduct as well as with all necessary formalities when personal Data of data subjects is stored or processed by using the ONCHAINID. Cortex is committed to acting on the express instructions of the User in case of request for access, correction or erasure.

LIABILITY

Cortex assumes no responsibility regarding the suitability of ONCHAINID to the needs of the User.

The User is responsible for the hardware, software, network connections and technical safeguards needed for its use of the ONCHAINID. Cortex shall not accept any responsibility or liability in case of malfunction or non-compliance of these elements. Cortex shall not be held liable in case of incompatibility or malfunctioning of any third-party software. It is for the User to ensure that the treatment of ONCHAINID and related services comply with any applicable regulations.

The User will be liable in case of gross negligence, fraud or wilful misconduct. In any event, Cortex shall not be held liable for any damages that would be suffered by the User or third parties (including loss, leakage, inaccuracy or corruption of Data, business interruption, goodwill, commercial or financial loss, etc.) arising from the use of the ONCHAINID and related services, or their unavailability.

Similarly, Cortex shall not be liable in case an administrative or judicial authority requests a temporary or permanent interruption of the ONCHAINID related services. Finally, the User waives all claims against Cortex raised after a period of one (1) year after the occurrence of a damaging event.

The User is responsible and shall be held liable for any damage whatsoever that is suffered by Cortex and/or its subcontractor host and/or third parties in respect of Data loaded. The User warrants and shall indemnify Cortex against any action arising from any third party.

TERMINATION

Each Party may terminate the Agreement at any time.

Since the ONCHAINID may depend on the infrastructure which Cortex uses, the User acknowledges that Cortex may terminate the Agreement without compensation if the host terminates its hosting service for whatever reason, or if any other party terminates its services for whatever reason.

In addition, in the event of a breach by either party to any of the obligations under the terms of the Agreement, that has not been remedied within thirty (30) calendar days after notice has been given to the breaching party, the other party shall be entitled to terminate the Agreement, without prejudice to any damages which it may claim. Any claim brought by the User for compensation related to any breach of the Agreement cannot exceed the total value of the fees collected by Cortex from such User.

Exceptionally, Cortex reserves the right to automatically terminate the Agreement without notice or compensation in the event that the User or any third parties prejudice in any way the integrity of the ONCHAINID, intellectual property rights, reputation or image of Cortex’ brand products.

Upon termination of the Agreement for breach by the User, all sums paid shall be retained by Cortex, which will charge all fees remaining due until the end of the Agreement, and such fees shall become immediately due and payable on the effective date of termination. Upon any termination of the Agreement for breach by Cortex, Cortex issues a credit note for any unpaid invoice issued for the remainder of the period until the date of actual termination, and keeps the fees collected and/or past due for the period up until the effective termination.

REVERSIBILITY

In case of termination of the Agreement for any reason whatsoever, Cortex agrees to send to the User a copy of any Data requested by the User in Cortex’ standard format, at the User’s request.

MISCELLANEOUS

These Terms and Conditions constitute the entire agreement between the User and Cortex in respect of the ONCHAINID. The User shall not be entitled to assign its ONCHAINID or related services to any third party without the express written consent of Cortex.

In the event that one or more stipulations of these would be considered invalid, inapplicable or unenforceable by any court of competent jurisdiction, the remaining provisions hereof shall remain valid unless otherwise specified by that court. The User and Cortex agree that, in such case, they will negotiate in good faith the terms of replacement will be valid, enforceable and binding.

In cases of force majeure, the obligations of the parties shall be suspended for the duration thereof. If the force majeure event continues for more than three (3) months, this Agreement may be terminated by written notice sent by either party to the other party, unless otherwise agreed between the parties.

The failure of either party not to claim a commitment by the other party to any of the obligations contemplated herein cannot be interpreted as a waiver thereof.

In case of dispute, evidence provided by Cortex of the actions of the User or any third party, using the connection logs and transmissions identified by Cortex, shall be considered as the only true and authentic evidence, particularly with regard to the date, nature and content of any Data and reports.

As a result of the particular technologies that it uses as part of the ONCHAINID related services, Cortex reserves the right to modify at any time without notice at its sole discretion the content of these Terms and Conditions, which take effect from the date of notification to the User. In case of substantial changes to the ONCHAINID related services, the User will be able to request the termination of the Agreement with one (1) month’s prior written notice. Cortex shall not have to pay any compensation to the User as a result of the modification of the Terms and Conditions or termination of the Agreement as a consequence thereof.

The Agreement is governed by Wyoming law.

ANY DISPUTE IN CONNECTION WITH THE SERVICES, NOT AMICABLY RESOLVED BETWEEN CORTEX AND THE USER, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMPETENT COURTS OF WYOMING. CORTEX ALSO RESERVES THE RIGHT TO ENTER INTO ARBITRATION AT ITS DISCRETION WITH A WYOMING ARBITRATOR OF CORTEX’ CHOICE.

Privacy Policy

This Privacy Policy (the “Policy”) describes how Cortex Technologies, LLC (“Cortex Technologies,” “we,” “our,” or “us”) collects, uses, and protects personal information. Cortex Technologies is a Wyoming limited liability company with its principal office located at 30 N Gould St, Ste R, Sheridan, WY 82801, United States. For any questions or privacy-related inquiries, you may contact us at [email protected].

This Policy applies to all users, issuers, and investors (“Users”) who access or use the Cortex Technologies RWA tokenization marketplace and related services (“Services”). By using our Services, you consent to the practices described herein.

1. Global Data Protection Compliance

Cortex Technologies is committed to complying with global privacy standards, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA/CPRA), United Kingdom Data Protection Act (UK DPA), Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA), Singapore’s Personal Data Protection Act (PDPA), and Japan’s Act on the Protection of Personal Information (APPI).

2. Information We Collect

We collect personal information necessary to provide and improve our Services and to comply with applicable regulations. This includes, but is not limited to:

• Personal Identification Information (e.g., name, email address, date of birth).

• Identity verification documents (e.g., passport, driver’s license, or national ID).

• KYC/KYB verification data processed through our third-party provider, Sumsub.

• Wallet addresses and transaction data related to investment or token issuance activities.

• Communication records with Cortex Technologies via email or support channels.

3. How We Use Information

We process personal data for the following purposes:

• To operate and maintain the RWA tokenization marketplace platform;

• To verify identities of issuers and investors using Sumsub KYC/KYB;

• To facilitate and execute tokenized investment transactions;

• To comply with legal and regulatory obligations, including anti-money laundering (AML) laws;

• To respond to lawful requests, court orders, and regulatory inquiries;

• To enhance security, detect fraud, and ensure the integrity of our Services.

4. Data Sharing and Disclosure

Cortex Technologies may share personal information with third parties strictly on a need-to-know basis, as follows:

• With service providers and partners, such as Sumsub, for identity verification and compliance obligations;

• With blockchain network participants to record transactions or ownership of tokenized assets;

• With legal, tax, or regulatory authorities as required by applicable law;

• With third parties as necessary to fulfill investment obligations and facilitate transactions;

• In connection with mergers, acquisitions, or reorganization of our business, where permitted by law.

5. Blockchain Transparency and Limitations

Transactions conducted through our Services may be permanently recorded on public or permissioned blockchains. Because blockchain technology is decentralized, data written to a blockchain may be immutable and publicly accessible. Cortex Technologies cannot control how third parties access, use, or correlate blockchain data with other information.

6. International Data Transfers

As a global platform, Cortex Technologies may transfer, store, or process your information outside your home country, including jurisdictions that may not provide equivalent data protection. All such transfers will comply with applicable data protection laws.

7. Data Retention

We retain personal information only as long as necessary to provide our Services, comply with legal obligations, resolve disputes, and enforce our agreements. Data associated with KYC/KYB verification or financial transactions may be retained as required by law.

8. Security Measures

Cortex Technologies employs organizational, technical, and administrative measures to safeguard information against unauthorized access, disclosure, alteration, or destruction. However, no digital system or transmission method is completely secure, and we cannot guarantee absolute security.

9. Your Rights

Depending on your jurisdiction, you may have the right to access, correct, delete, or restrict processing of your personal information, as well as the right to data portability. You may also object to the processing of your data in certain circumstances. Requests to exercise these rights may be submitted to [email protected].

10. Children’s Privacy

Our Services are not directed to individuals under 18 years of age, and we do not knowingly collect personal information from minors. If we become aware that a minor has provided us with personal information, we will take appropriate steps to delete it.

11. Changes to This Policy

We may update this Privacy Policy periodically to reflect changes in our practices or for other operational, legal, or regulatory reasons. The date of the latest revision will appear at the end of this document. Continued use of our Services after any updates constitutes acceptance of the revised Policy.

12. Contact Information

If you have questions, concerns, or complaints regarding this Privacy Policy or our data handling practices, please contact us at:

Cortex Technologies, LLC
Data Protection Officer
30 N Gould St, Ste R
Sheridan, WY 82801, USA
Email: [email protected]

Last Updated: November 5, 2025