Service Terms

1 Applicability

1.1 These terms and conditions (the "Terms") apply to all Order Forms between ZTLment

and Customer and incorporate the ZTLment Service Level Agreement (the “SLA”). The

Order Form, Terms and SLA are collectively referred to as the “Agreement”. In the

event of conflicts between the Order Form, these Terms and the SLA, the Order Form

takes precedence and these Terms take precedence over the SLA.

1.2 ZTLment reserves the right to amend or update these Terms from time to time. The

Customer will be informed of any changes to these Terms. If any changes to these

Terms imply a materially adverse effect on the Customer’s business operations, the

Customer may, within thirty (30) days after the changes are published, terminate the

Agreement for convenience by providing thirty (30) days’ notice to ZTLment.

2 Scope and availability of Service

2.1 The Customer acknowledges and agrees that use of the Service is at the Customer’s sole

risk.

2.2 ZTLment adjusts and improves the Service from time to time in order to provide its

customers with a market-leading payment platform. The Customer therefore

acknowledges that the Service may be unavailable, or its functionality limited, due to

maintenance and updates on the Service.

2.3 ZTLment reserves the right to disable access to the Service and/or terminate the

Agreement with immediate effect and without prior notice if deemed necessary (in its

sole discretion) to prevent any use of the Service contrary to the Agreement or these

Terms or to safeguard the interests of the Customer, including, but not limited to, if it

is suspected that a user account has been compromised, or if ZTLment deems (in its

sole discretion) that the Customer is in breach of its warranties provided under clause

8.2.

3 Prevention of money laundering and counter terror financing

3.1 ZTLment is obliged to comply with the European and Danish AML regulations.

Customer is obligated to deliver relevant KYC information and to give any information

about beneficial owners, change of ownership, source of funds and any other

information requested from ZTLment which is necessary to document compliance with

AML regulations.

3.2 ZTLment reserve the right to carry out any necessary checks relating to money

laundering, terrorism financing, fraud, or other illegal activity before authorizing any

payment services.

3.3 It is strictly forbidden to use the payment service for any illegal purposes including but

not limited to fraud and money laundering. We will report any suspicious activity to

the relevant law enforcement agency. Customers are prohibited from using our

payment services in any attempt to abuse, exploit or circumvent any law or regulation.

3.4 We may at any time suspend or close the use of services either with an immediate

effect or subject to a prior notice that we deem reasonable in the underlying

circumstances, if we have reasonable grounds for thinking that the Customer is

involved in any fraudulent activity, money laundering, terrorism financing, or other

criminal or illegal activity.

4 Right to use

4.1 ZTLment grants the Customer a non-exclusive, time limited (for the duration of the

Term), world-wide right for its internal business purposes during the Term to access

and use the Service as set out in the Order Form.

4.2 The Customer may authorize up to 10 users (“Authorized Users”) of the Service or as

many as is agreed in the Order Form. User licenses may not be shared or used by more

than one user. Customer is responsible for all activities that occur under this

Agreement, including but not limited to, unauthorized use and/or non-compliance

with relevant terms of this Agreement by any employee within the Customer’s

organization or other users of which the Customer grants access to the Service.

Customer acknowledges that ZTLment may include in the Service functionality to track

the number of active users and to disallow use by more than the Authorized Users.

4.3 The Customer will not, and will not permit any Authorized User to:

(a) Make the Service available to anyone other than the Customer’s authorized users

pursuant to clause 4.2;

(b) Sell, resell, license, sublicense, lease, rent, outsource, time-share or otherwise

permit access to or use of the Service to or by any third party;

(c) Attempt or permit any other person to access, copy, translate, create a derivative

work of, deconstruct, reverse engineer, reverse assemble, disassemble or

decompile, mirror or frame the Service or their related graphics, functions,

features, software, systems or networks;

(d) Use or permit the use of any security testing tools in order to prove, scan or

attempt to penetrate or assess the security of the Service.

5 Prices and payment

5.1 The Customer shall pay the fees for the Service as set out in the Order Form.

5.2 The annual subscription fee or any other payment due as set out in the Order Form will

be invoiced on the Effective Date.

5.3 ZTLment may adjust the fees with prior notice of at least thirty (30) days. The

Customer shall have the right to terminate the affected part of the Agreement for

convenience within the notice period to the date the price increase comes into effect, if

an adjustment exceeds 10% more than the last annual total fee.

5.4 The Customer shall pay within thirty (30) days of the date of such invoice. If ZTLment

has not received payment from the Customer more than sixty (60) days after the date

of the invoice ZTLment may charge and Customer agrees to pay, interest on the

overdue sum. Interest begins accruing thirty (30) days after the invoice date at 15 % a

year until payment of the overdue sum is received. ZTLment may immediately suspend

the Service without additional notice in the event that the Customer is more than thirty

(30) days late in paying an invoice.

5.5 The Customer is in no case entitled to suspend or offset any invoice from ZTLment.

5.6 All fees listed in the Order Form are exclusive of any and all taxes and tariffs imposed

by applicable law in connection with the transactions under this Agreement. The

Customer shall pay any and all taxes and tariffs imposed by applicable law or tax

authority based on such transactions. The Customer shall pay all taxes directly to the

applicable tax authority that are not otherwise invoiced by ZTLment but required to be

paid under applicable law. If requested, the Customer shall promptly provide ZTLment

with verification of such payment. The Customer shall reimburse and indemnify

ZTLment for any and all costs, including, but not limited to, taxes, incurred by

ZTLment resulting from the Customer’s failure to pay, late payment or miscalculation

of any taxes, or failure to promptly provide ZTLment with verification of such

payment.

6 Intellectual property rights

6.1 All protectable intellectual property, such as copyrights, patents, trademarks,

industrial design rights and applications for any of the foregoing, as well as any

corporate names, trade names, trade dress, service marks, trade secrets, mask works,

rights of priority, know how, design flows, methodologies and any and all other

intangible protectable proprietary information in and to the Service and any

improvements or developments hereto are owned by ZTLment. Nothing in the

Agreement shall be construed as giving the Customer any ownership rights in respect

of the Service and the Customer acknowledges and agrees that it does not acquire any

ownership rights by downloading, accessing or using the Service.

7 Confidentiality

7.1 The parties acknowledge that, in the course of their dealings hereunder, each party

(“Receiving Party”) may receive or otherwise become familiar with information about

the other party (“Disclosing Party”), including information about the Disclosing Party’s

technology, client order information, business activities and operations and its trade

secrets which is proprietary or confidential (the “Confidential Information”).

7.2 The Receiving Party hereby agrees to take all reasonable measures to maintain the

confidentiality and secrecy of the Confidential Information of the Disclosing Party and

to avoid its disclosure, including all precautions the Receiving party employs with

respect to its confidential materials of a similar nature. Receiving Party may not

disclose the Disclosing Party’s confidential information to any third party, except: (i) to

the Receiving Party’s Affiliates; and (ii) where ZTLment is the Receiving Party, to

ZTLment’s third party service providers for the purpose of providing the Service. In all

cases, the Receiving Party must ensure that the third party recipients do not use or

disclose the confidential information other than in accordance with the terms of this

Agreement. The Receiving Party may also disclose to the extent required by applicable

law or court order, provided that the Receiving Party uses reasonable efforts to limit

disclosure and to obtain confidential treatment or a protective order and has, to the

extent reasonably possible, allowed the Disclosing Party to participate in the

proceeding.

7.3 Neither party will disclose the terms of the Order Form or these Terms to any third

party without the other party’s permission, except to its professional advisors under a

strict duty of confidentiality or as necessary to comply with applicable law.

8 Warranties

8.1 ZTLment warrants (i) that the Service will function materially in accordance with the

Service Level Agreement as well as relevant documentation provided to the Customer

in relation to the Customer’s workflows and economic activity and (ii) that the Service

will comply with laws and regulations applicable to ZTLment. ZTLment will use any

commercially reasonable efforts to remediate any breach of ZTLment’s warranties,

which is the Customer’s sole and exclusive remedy for such breach.

8.2 The Customer warrants i) that the Customer’s use of the Service complies with all laws

and regulations applicable to the Customer, (ii) that the Customer’s use of the Service

complies with all laws and regulations applicable to the Customer, and iii) that the

Service is not otherwise used directly or indirectly in connection with (a) any unlawful

or fraudulent activity or has any unlawful or fraudulent purposes or effect, (b) any

activities of an abusive or harmful nature or activities which do not comply with

ZTLment’s business standards, or (c) any activities violating applicable import or

export laws or sanctions imposed by US, EU or any EU member state.

9 Limitation of liability

9.1 ZTLment shall be liable for its Services in accordance with Danish law.

9.2 ZTLment shall not be liable for breach of contract, tort or under any other legal theory

for any loss of profit, business, contracts, revenues or anticipated savings, or damage to

good name; or for any special, indirect, or consequential damages in relation to the

Service of any kind whatsoever.

9.3 To the fullest extent permissible under applicable law, ZTLment disclaims all

warranties (in Danish “garantier”) (whether express or implied), including without

limitation, warranties of title, quality, merchantability and/or fitness for a particular

purpose, or warranties to the effect that the operation of the Service will be secure,

stable, trouble-free or otherwise error-free.

9.4 In no event shall ZTLment be liable for any failure, defect or deficiency attributable in

whole or in part to the Customer's misuse, abuse, alteration, modification, update,

repair or improvement of the Service by the Customer or any third party for whom the

Customer is responsible. The Customer acknowledges that the Customer is not

dependent on the availability of future functionality of the Service or similar

developments.

9.5 The Customer and its users shall familiarize themselves with ZTLment’s current

version as continuously updated of best practice for user identification and private key

management found here. In particular the Customer and its users are required to

familiarize themselves with the export function of private keys as such export of private

keys may have severe security consequences in case they are not stored safely and

securely. If the Customer or users choose to use the export functionality it is the

responsibility of the Customer that the exported keys are safely stored. ZTLment thus

recognizes that the Customer and its users may sign off transactions without the use of

the Service provided by ZTLment, but under no circumstances is ZTLment liable for

such use of the public-private key pairs provided as part of the Service.

9.6 All funds used in the Service are issued and secured by a third-party issuer, and

ZTLment is not in possession of customer funds. Any claim for loss of funds must be

made against the issuer of said funds.

9.7 In any event, ZTLment’s liability cannot exceed an amount equal to the fees paid by the

Customer during the Subscription Period when the claim arose.

10 Indemnification

10.1 The Customer shall indemnify ZTLment of any damages, loss, costs and expenses,

including reasonable legal fees, incurred by ZTLment arising out of or in connection

with the Customer’s use of the Service in violation of the Agreement.

11 Force Majeure

11.1 ZTLment is not liable for any failure of or delay in the Service for the period that such

failure or delay is due to causes beyond its reasonable control, including but not

limited to acts of God, riots, war, terrorist acts, computer viruses or malware, cyber

attacks, unavailability of public communication networks, epidemics, pandemics,

quarantines, strikes or labour disputes, embargoes, government orders, fires, floods or

power outages. In such event ZTLment reserves the right to choose to either

temporarily suspend the Service or to without liability terminate Customer’s use of the

Service.

12 Termination

12.1 During the Term, the Agreement can be terminated (i) for convenience by ZTLment

upon three (3) months’ written notice, (ii) by the Customer as provided for in the

Order Form, and (iii) by either party with immediate effect if the other party is in

material breach of the Agreement or these Terms and such breach has not been

remedied within thirty (30) days after giving written notice hereof.

12.2 Upon the date of termination of the Agreement for whatever cause,

(a) The Customer’s right to use the Service will end with immediate effect; and

(b) The Customer shall delete any of ZTLment’s confidential information.

12.3 If the Agreement is terminated by ZTLment for convenience in accordance with clause

11.1(i) and the Customer no longer is granted access to the Service, ZTLment shall pay

to the Customer an amount equal to the difference between the applicable fees paid

and the outstanding amount of time of that the Customer should have had access to

the service under the Agreement.

13 Force Majeure

13.1 ZTLment is not liable for any failure of or delay in the Service for the period that such

failure or delay is due to causes beyond its reasonable control, including but not

limited to acts of God, riots, war, terrorist acts, computer viruses or malware, cyber

attacks, unavailability of public communication networks, epidemics, pandemics,

quarantines, strikes or labour disputes, embargoes, government orders, fires, floods or

power outages. In such event ZTLment reserves the right to choose to either

temporarily suspend the Service or to without liability terminate Customer’s use of the

Service.

14 Processing of personal data

14.1 ZTLment will process personal data to fulfill the contractual obligations to deliver

payment services. When you enter a contract with us, we process personal data to

fulfill the contractual obligation to provide payment services and to fulfill legal

obligations including, but not limited to requirements related to AML regulations.

14.2 ZTLment complies with the principles of GDPR and will always follow its six guiding

principles of lawfulness, transparency, and fairness; purpose limitation; data

minimization; accuracy; storage limitation and confidentiality and integrity.

14.3 You can find more information about our processing of personal data including your

right in our data privacy policy.

15 Miscellaneous

15.1 The Customer is not entitled to assign any rights or obligations under the Agreement to

anyone. ZTLment may transfer its rights and obligations under the Agreement, in

whole or in part, to a third party at any time without prior approval from the

Customer.

15.2 A waiver of any breach shall be effective only in the instance given and shall not be

construed as a continuing waiver of other breaches of the same or other provisions of

the Agreement.

15.3 The Order Form, these Terms and the SLA constitute the entire agreement between the

parties with respect to the Service and supersedes any prior or contemporaneous

understandings, oral or written, and all other communications between the parties as

well as any additional terms of use not included in the Order Form and these Terms.

15.4 If individual provisions of the Order Form or these Terms should be or become

ineffective in full or in part, the remaining provisions of the Order Form or these

Terms shall remain in full force and effect.

15.5 ZTLment’s failure to enforce rights under this Agreement shall not constitute a waiver

of the rights.

16 Governing law and dispute resolution

16.1 Danish law applies. The Agreement and any non-contractual obligations arising out

of or in connection herewith will be governed by and construed in accordance with the

laws of Denmark without regard to international private law regulations or principles

of Danish law leading to the application of laws other than substantive Danish law.

16.2 Arbitration by the Danish Institute of Arbitration. Any dispute arising out of or

in connection with the Agreement shall be settled by the Danish Institute of

Arbitration in accordance with the rules of simplified arbitration procedure adopted by

the Danish Institute of Arbitration in force at the time when such proceedings are

commenced. The place of arbitration shall be Copenhagen. The language of the

arbitration shall be English.