Terms of Use

Last Updated: July 31, 2025

Preamble

COLLATERIZE LABS Společnost s ručením omezeným, is a company incorporated under Czech law, with a share capital of CZK 20,000, registered in the Prague Commercial Register under number 22381465, with its registered office at Korunni 2569/108, Vinohrady, 101 00 Prague 10, and can be contacted by email at: info@collaterize.com (hereinafter "COLLATERIZE").

COLLATERIZE offers its Customers Tokenization, Purchase, Sale, Transfer and Storage Services for Crypto Assets.

1. RISK FACTOR WARNING

Crypto Assets and the technologies on which they are based are innovative and relatively new.

Regardless of their use (investment value, exchange value, representation of a right, etc.), Crypto Assets and their use carry several risks, including, but not limited to: market risk, liquidity risk, volatility risk, and total loss of funds in the event of handling errors or loss of the private key.

Investing in Crypto Assets is therefore not suitable for all Clients. It is the Client's responsibility to inform themselves about the various Crypto Assets and the underlying technologies, to understand what a Portfolio is, and to know how to use it, including how to make deposits and withdrawals of Crypto Assets.

• COLLATERIZE cannot be held liable for any damage caused by an error in the Wallet address attributable to the Client.

• COLLATERIZE does not make any personalized recommendations and, as such, is not subject to regulations relating to financial investment advisors or advisors to subscribers of Crypto Assets.

The Customer declares that they have a full understanding of the Crypto Asset market and are aware of the inherent risks associated with trading Crypto Assets, including those mentioned in Appendix I - Risk Factors Related to Crypto Assets of these GTC.

2. DEFINITIONS

For the purposes of these GTC, the terms and expressions listed below, the first letter of which is capitalized, shall have the meanings set out below. These terms shall have the same meaning in the singular and plural.

• "Purchase": refers to the Service enabling a Customer to acquire, via the COLLATERIZE Platform, one or more Crypto Assets (RWA Tokens) in exchange for payment, in accordance with the technical and financial terms and conditions in force. The Purchase may relate to:

  • RWA Tokens newly issued as part of a Tokenization transaction of a real asset, carried out by the Platform after evaluation of the asset by a certified independent expert;

  • RWA Tokens already issued, offered for resale by other users on the Platform's internal secondary market, subject to available liquidity;

• "Crypto Asset" "RWA Tokens" or "Token": refers to a digital unit of information recorded on a Blockchain, issued in the form of an ERC-20 token, representing an economic exposure to a real asset (Real World Asset – RWA), such as real estate, a work of art or any other tangible asset. RWA Tokens are crypto-assets issued following an assessment by a certified independent expert, based on a valuation determined by the expert. These tokens are not financial instruments and do not confer any direct ownership rights or real rights over the underlying asset. They may be purchased, held and resold exclusively via the COLLATERIZE Platform, under the conditions set out herein;

• "Affiliate" means, with respect to either Party, a direct or indirect subsidiary of the Party, a holding company of the Party, and any other subsidiary of such holding company;

• "Mobile Application" means the official COLLATERIZE mobile application, available on iOS and Android, allowing Customers to access the Services offered via their Account;

• "Blockchain" means a distributed ledger technology that allows information to be stored and transmitted in a secure, transparent, and immutable manner without the need for a central control body. It operates in the form of blocks of data linked together, with each new block containing a timestamp, a cryptographic link to the previous block, and the validated information. For the purposes hereof, Collatchain is the private Blockchain used by COLLATERIZE to record, track, issue, and manage all RWA Tokens created via the Platform;

• "Client": refers to any person, natural or legal, who wishes to benefit from the Services offered by COLLATERIZE (Purchase or Sale, etc.) by validating an Order;

• "Collatchain": refers to the Blockchain infrastructure developed, owned, and operated by COLLATERIZE. It is a private Blockchain, compatible with EVM (Ethereum Virtual Machine), ensuring the recording, traceability, management, and immutable storage of Tokens issued on the Platform. It constitutes the sole and official register of all RWA Tokens created and exchanged via the COLLATERIZE Platform. No transfers to external Wallets or other Blockchains are permitted;

• "COLLATERIZE": refers to the company COLLATERIZE LABS, as defined in the preamble to these terms and conditions;

• "Terms and Conditions" or "T&Cs": refers to these terms and conditions defining the terms and conditions under which Customers may benefit from the Services offered by COLLATERIZE;

• "Storage": refers to the Service aimed at keeping and securing access to their Crypto Assets by Customers;

• "Order": refers to any act of ordering Services from COLLATERIZE by a Customer;

• "Account": refers to the interface containing all data relating to the Customer created under the conditions set out herein, enabling the Customer to access the Services;

• "Validated Account": refers to a Customer Account for which all required information has been provided to COLLATERIZE and validated by COLLATERIZE;

• "Technical failure" means any of the following cases resulting from a circumstance not attributable to COLLATERIZE: unavailability of access to the telephone network or the Internet by COLLATERIZE and/or the Customer, unavailability of access to COLLATERIZE data hosted by third parties for reasons attributable to those third parties, unavailability of access to COLLATERIZE Wallets, technical problem inherent in the operation of a Blockchain or smart contract, unavailability of access to or manipulation of COLLATERIZE's bank accounts used for the payment of Transactions, unavailability or failure of COLLATERIZE's partners such as payment service providers (PSPs) or technical partners related to the payment of Transactions, unavailability of access to partner platforms or marketplaces for the Purchase or Sale of Crypto Assets operated by COLLATERIZE on its own behalf, unavailability or loss by the Customer of access to their Wallet, events resulting from the actions of hackers, logical attacks or computer viruses or any other malicious acts on the Customer's computer systems, those of technical partners, or marketplaces used by COLLATERIZE for Transactions and Storage;

• "Force majeure" means an event beyond the control of the debtor, which could not reasonably have been foreseen at the time of conclusion of the contract and the effects of which cannot be avoided by appropriate measures, preventing the debtor from performing its obligation;

• " Secondary Market" means the digital space within the COLLATERIZE Platform that allows Clients to transfer, under their own responsibility, all or part of their RWA Tokens to other registered Clients, depending on the available liquidity and the valuation conditions in force on the date of the transaction. COLLATERIZE limits itself to providing a secure technical infrastructure enabling Clients to connect with each other;

• "NAV (Net Asset Value)" means the current market value of an underlying asset represented by an RWA Token, determined periodically by an independent expert. It is displayed on the COLLATERIZE Platform for information purposes and may be used as an indicative reference in secondary transactions carried out on the Secondary Market;

• "Buy Order" or "Sell Order": refers to any instruction transmitted by a Client via the Platform, consisting of buying or selling one or more RWA Tokens, whether as part of an initial issue (Tokenization) or via the Secondary Market. The execution of a Buy or Sell Order is subject to liquidity conditions, the Platform's operating rules, and prior validation of the Customer's Account.

• "Party": refers to the Client or COLLATERIZE, taken together or separately depending on the context;

• "Platform" means all technical, functional, and contractual elements implemented by COLLATERIZE to enable access to the Services. It includes, in particular, the Mobile Application, the proprietary Collatchain Blockchain infrastructure, the Client interfaces, the interaction modules (Wallet, Secondary Market, Dashboard), the Buy and Sell Order processing systems, and the Crypto Asset Storage tools;

• "Wallet": refers to a computer device that allows the control, receipt, and sending of Crypto Assets, the security of which is guaranteed by the use of cryptographic processes based on private key and public key mechanisms;

• "Position": refers to the detailed status of the RWA Tokens held by a Client for each individually tokenized real asset. Each Position corresponds to a separate asset and includes the quantity of RWA Tokens held for that asset, the Purchase date(s), the acquisition value and, where applicable, the updated NAV. A Client may hold several Positions, each linked to a specific real asset.

• "Services" means the services offered by COLLATERIZE;

• "Balance" means the total quantity of Crypto Assets (all RWA Tokens combined) available in the Client's Account, without distinction by asset. The Balance corresponds to the total sum of RWA Tokens held at a given moment, as displayed in the Wallet interface;

• "Stablecoin": refers to a crypto-asset issued on a Blockchain, whose value is backed by one or more assets (a currency, a basket of assets), with the aim of guaranteeing its stability. It can be used as a means of payment on the COLLATERIZE Platform, subject to acceptance;

• "Dashboard": refers to the personalized interface accessible from the Mobile Application, allowing the Customer to view information relating to their Account in real time, including their Balance, Positions, Transaction history, and notifications issued by the Platform;

• "Tokenization": refers to the technological process implemented by COLLATERIZE to digitally represent a real asset (such as real estate, a work of art, or any other tangible asset) in the form of one or more RWA Tokens, registered on the proprietary Collatchain Blockchain infrastructure. Each Token issued represents an economic fraction of the underlying asset, without conferring on the Client any direct or actual legal ownership rights over the asset represented. Tokenization is based on a prior assessment by a certified independent expert and constitutes a mechanism for digital access to the economic value of a real-world asset;

• "Transaction" means the Purchase, Sale or Transfer of Crypto Assets by a Customer;

• "Transfer": refers to the Service consisting of COLLATERIZE sending, at the request of a Customer, a quantity of Crypto Assets to the Wallet address of a recipient provided by the Customer;

• "Sale" means the Service consisting of the sale of Crypto Assets held by a Customer in exchange for payment.

3. Purpose and Enforceability

The purpose of these GTC is to define the terms and conditions under which COLLATERIZE provides Services to Clients. These Terms and Conditions are systematically brought to the attention of Customers to enable them to place Orders. They apply exclusively to all Orders placed by Customers and prevail over all other terms and conditions, except those expressly accepted by COLLATERIZE. Consequently, all other terms and conditions are only binding on COLLATERIZE after written confirmation by COLLATERIZE.

IMPORTANT: NOTE TO CUSTOMERS

ANY ORDER IMPLIES THE EXPRESS, PRIOR, FULL AND COMPLETE ACCEPTANCE BY THE CUSTOMER OF THESE T&Cs. BY ACCEPTING THEM WHEN CREATING THEIR ACCOUNT, THE CUSTOMER ACKNOWLEDGES THAT THEY ARE BOUND BY ALL OF THESE T&Cs.

4. Services

4.1 Service Offering

COLLATERIZE offers Customers a digital platform dedicated to the tokenization, purchase, and sale of Crypto Assets. The Platform enables the Tokenization, Purchase, and Sale of Real World Assets (RWA) via a secure digital interface. It is based on a distributed services architecture, a mobile application (iOS and Android), and a proprietary blockchain infrastructure called Collatchain. The main services offered include:

• Tokenization of art objects, real estate, or other tangible assets, valued by a certified independent expert. The issue price of the RWA token is set by the expert.

• Issuance of ERC-20-type RWA tokens on Collatchain, guaranteeing their traceability and immutable storage.

• Making these RWA tokens available via the mobile app, with payment in fiat currency or stablecoins depending on the applicable jurisdiction.

• Real-time consultation of the NAV (net asset value), updated periodically, serving as a reference for secondary transactions on the secondary market.

• Access to a secondary market, allowing customers to sell their RWA tokens to other customers depending on available liquidity.

Collatchain is an EVM-compatible, private blockchain designed and operated by COLLATERIZE. It is based on a system of audited smart contracts, ensuring automatic execution of transactions and transparency of records. It constitutes the sole register of all Tokens issued by the Platform.

No transfer of RWA Tokens to external Wallets or other Blockchain networks is permitted, thus ensuring the integrity of the closed market.

COLLATERIZE acts exclusively as a service provider for Crypto Assets and does not offer financial securities to the public within the meaning of applicable law. It does not guarantee in any way the performance of the assets or Crypto Assets created and exchanged on its Platform. Access to the Services offered by COLLATERIZE is subject to full and unreserved acceptance of these Terms and Conditions, which define the respective rights and obligations of the Parties in connection with the use of the COLLATERIZE Platform, the associated Services, and all transactions carried out via the website. COLLATERIZE reserves the right to modify the list of Services offered. As the Services may evolve, COLLATERIZE reserves the right to modify the specifications, characteristics, brand and content of the Services for any reason whatsoever, or to withdraw and/or add Services from its offerings. These modifications and/or withdrawals and/or additions may occur at any time without notice if such modifications result from the application of standards, texts, or regulations of any kind applicable to the Services, without COLLATERIZE being held liable.

4.2 Characteristics of the Services

COLLATERIZE undertakes to present the essential characteristics of the Services and the mandatory information that the Customer must receive under applicable law. The Customer undertakes to read this information carefully before placing an Order with COLLATERIZE.

5. Description of RWA tokens

RWA Tokens are ERC-20 crypto-assets created exclusively on Collatchain, an EVM-compatible blockchain operated by COLLATERIZE. These Tokens allow Customers to access indirect economic exposure to real-world assets without conferring any ownership, enjoyment, or legal possession of such assets.

5.1 Legal Classificaiton

RWA Tokens do not constitute:

• financial instruments within the meaning of Directive 2014/65/EU (MiFID II);

• intellectual or industrial property rights;

• nor equity or debt securities (shares, stocks, bonds, etc.).

They are classified as asset-backed crypto-assets within the meaning of Regulation (EU) 2023/1114 on crypto-asset markets (MiCA), in that they derive their value, in whole or in part, from a duly valued underlying asset held in reserve by COLLATERIZE or a third-party custodian.

5.2 Rights Conferred

Holding an RWA Token entitles the holder solely to:

• indirect economic exposure to the value of the underlying asset, based on its periodically updated NAV (Net Asset Value);

• to resell the Token within the secure environment of the Platform, subject to the liquidity available at the time of the Order;

• transparent access to documented data on the asset (description, location, type, appraiser, date of last valuation, custody status).

RWA Tokens do not confer any real, personal or political rights, including voting rights, dividend rights, rights of use or direct disposal rights over the asset they represent.

5.3 Token Lifecycle

Each RWA Token follows a structured, five-step process:

• Issuance: The underlying asset is subject to a prior independent appraisal by an approved expert. The corresponding Tokens are issued on the Collatchain.

• reservation: the asset is immobilized, referenced, and secured by COLLATERIZE or a depositary partner;

• Distribution: the Tokens are offered for sale via the mobile app;

• exchange: the Tokens are exchangeable between Clients within the closed environment of the Platform;

• withdrawal: if the asset is sold, destroyed, or is no longer eligible, the Token may be deactivated. Compensation may be paid in accordance with the applicable contractual provisions.

5.4 Transparency and Monitoring

COLLATERIZE ensures that the following is made available for each RWA Token:

• a digital description sheet detailing the essential characteristics of the asset;

• the valuation methodology used by the independent expert;

• a complete history of the NAV since the date of issue of the Token;

• the updated status of the underlying asset, particularly in the event of transfer, dispute, or unavailability.

5.5 Reservation of Underlying Assets

In order to guarantee the integrity of the RWA Tokens issued on the Platform, each issue is based on the effective immobilization of a real reference asset, reserved under strict conditions of security, transparency, and traceability.

Each asset backed by an RWA Token is:

• identified and valued by an independent expert selected according to criteria of competence, independence, and professional compliance;

• entrusted to a secure custody mechanism appropriate to its nature, from among the following:

  • for physical assets (works of art, movable property): deposit in a secure vault, audited warehouse or approved storage facility, governed by a custody or escrow agreement;

  • for real estate assets: registration in the land registry or establishment of a notarized deed of unavailability;

  • for other categories of assets: use of a third-party trustee or escrow agent, with registration in a contractual unavailability register.

5.6 Segregation of Reserves

Assets placed in reserve are clearly identified as intended to cover the corresponding RWA Tokens. COLLATERIZE expressly prohibits itself from:

• from mobilizing, pledging, transferring, or exploiting them for purposes other than those provided for in the contract;

• mixing them with its own assets or with the assets of other Clients.

This separation is rigorously documented and subject to verification by independent auditors.

5.7 Access to supporting Documentation

Information relating to each underlying asset is available in the Client's interface and includes, in particular:

• the identity of the custodian or custodial service provider;

• a copy of the custody, escrow or trust agreement;

• the appraisal report dated and signed by the independent expert;

• photographs or supporting documents depending on the nature of the asset.

5.8 External Audits

COLLATERIZE mandates an independent audit firm each year to:

• verify the actual existence of the assets set aside, both legally and/or physically;

• check that they correspond to the Tokens issued and the issuance registers;

• certify compliance with the rules of custody, traceability, and exclusive allocation to the coverage of RWA Tokens.

An annual audit report is made available to Clients in a spirit of ongoing transparency.

5.9 Valuation of RWA Tokens

RWA Tokens reflect the net asset value (NAV) of the real assets to which they are backed. This index value serves as a reference for their issue and exchange price within the Platform.

The NAV corresponds to the net market value of the underlying asset, net of all charges, updated at regular intervals by an independent expert appointed by COLLATERIZE. It is expressed in US dollars or in the contractual currency specified when the Token was issued.

It allows, in particular:

• set the initial issue price of the Token;

• ensure periodic revaluation based on changes in the asset;

• informing Clients of the estimated market value;

• to assess the withdrawal or repurchase value of the Token.

The NAV is updated at least once a month, with publication of:

• the valuation date;

• the expert's full report or executive summary;

• the identity of the professional or firm that carried out the valuation;

• the methodology used (market comparison, income approach, cost method, etc.).

Exceptional updates may be triggered in the event of:

• significant changes in market conditions affecting the asset;

• a material event impacting its value (litigation, disaster, seizure, etc.);

• a requirement by a competent authority or auditor.

The NAV is an indication of valuation and is not a guarantee of future performance. As such:

• the value of the Tokens may increase or decrease;

• no guarantee, stabilization or automatic repayment mechanism is provided;

• COLLATERIZE makes no commitment to maintain or restore the NAV at a given level.

NAV histories are recorded on the Collatchain Blockchain and can be viewed in the Mobile Application. The Customer can thus track the evolution of each RWA Token since its issuance and access all available valuation data.

6. Access to Services

The Services offered by COLLATERIZE are accessible exclusively through the official Mobile Application, available free of charge via the App Store (iOS) and Google Play Store (Android) platforms.

Main features of the mobile app

The Mobile Application is the only interface that allows any Customer to:

• Create and manage a single Account;

• Complete the full identity verification process (KYC), operated through the integration of an approved identity verification provider;

• View all available RWA Token offers, consult the descriptive sheets of tokenized Crypto Assets, the valuations by certified independent experts, the Purchase prices, and the regularly updated NAV (net asset value);

• Place buy and sell orders on the secondary market integrated into the platform;

• Access an interactive dashboard showing the status of the Portfolio, Positions held, Transaction history, and relevant notifications.

Technical architecture and interconnections

The mobile app is based on a modern IT infrastructure designed to guarantee speed, security, and reliability. It relies in particular on:

• a secure database (Azure SQL) that records all information relating to Clients, Wallets, Transactions carried out, and the settings for each Account;

• the proprietary Collatchain Blockchain, compatible with EVM standards, which keeps a tamper-proof record of all Tokenization, Purchase, Sale, and issuance or destruction of RWA Tokens. It is the sole official record of all Transactions carried out via the Platform;

• specialized software services for order processing, balance updates, validated account management, and secure transaction execution, hosted on a Microsoft Azure cloud environment. These services communicate via a secure centralized system.

This architecture enables Collaterize to provide its Customers with a smooth, secure, and resilient experience, even in the event of high demand or partial technical failure.

Security, confidentiality, and compliance

Access to the Services is strictly conditional on compliance with the following security and compliance standards:

• mandatory strong authentication (2FA) for each attempt to log in to an Account;

• certified electronic signature for each Order transmitted (whether it is a Purchase or Sale of RWA Tokens);

• end-to-end encryption of all sensitive data, communications, and access keys to Wallets;

• compliance with the requirements of the General Data Protection Regulation (GDPR) and application of ANSSI recommendations on information system security.

Service continuity

The Platform is based on a highly available cloud infrastructure that guarantees continuous access to the Services:

• geographic replication of critical data;

• implementation of a tested, documented and regularly updated Disaster Recovery Plan (DRP)

• 24/7 automated monitoring of the performance and availability of all critical components of the mobile application and Collatchain.

7. Account

7.1 Account Creation and Validation

Access to the Services is subject to the prior creation of an Account via the Mobile Application. The Account is personal, non-transferable, and only one Account may be opened per natural or legal person. The opening of an Account is reserved for natural persons who are at least eighteen (18) years of age or have reached the age of legal majority in their country of residence and have the legal capacity to enter into contracts. COLLATERIZE reserves the right to verify the accuracy of the information and documents provided to allow access to the Services.

To open an Account, the Customer must provide accurate, complete, and up-to-date information, including at least: their first name, last name, date of birth, email address, telephone number, full residential address, and a password. The Customer shall also provide a valid official identity document, proof of address dated within the last three (3) months and, where applicable, their bank details (IBAN) and a referral code.

Collaterize may request any additional documents or information at any time for verification purposes, AML/CFT compliance, fraud prevention, or to comply with any legal or regulatory obligations. Account validation is subject to the completion and full acceptance of the identity verification process (KYC) carried out by an approved third-party service provider, including, where applicable, biometric checks, identity document verification, validation of residence and legal age, as well as checks against sanctions lists, PEP (Politically Exposed Persons) lists or lists of persons subject to restrictive measures.

No Service may be used until KYC has been fully validated. Access to certain sensitive features (including the Purchase, Sale, Holding, and Transfer of RWA Tokens) is strictly reserved for Customers who have completed enhanced identification. Collaterize reserves the right to accept, refuse or request additional information prior to opening the Account, within a maximum period of twenty-four (24) hours including at least one (1) business day from the Account creation request.

Collaterize may also refuse to open or continue the contractual relationship if the Customer does not meet the Eligibility Conditions, if they reside in a restricted jurisdiction, if they are subject to international sanctions, if they are a PEP (unless expressly accepted after enhanced due diligence) or in the event of serious doubt as to the authenticity or consistency of the information provided.

The Customer undertakes to hold only one Account, not to impersonate a third party, and not to create a false identity. The Customer guarantees that all data and documents provided are true, accurate, complete, and not misleading. They shall inform Collaterize of any changes affecting their situation (identity, address, expired identity document, tax status, etc.) within thirty (30) days and accept that KYC updates may be required periodically.

As Collaterize has no control over the accuracy of the information provided by Customers, it cannot be held liable for any consequences arising from false, inaccurate, outdated, incomplete, or misleading information. In such cases, Collaterize may suspend or close the Account, refuse access to the Services and, more generally, take any measures necessary to comply with its legal and regulatory obligations. Access to the Account requires the use of the login details chosen by the Customer (email address and password) and, where applicable, the implementation of strong authentication (2FA) and/or biometric verification to confirm their identity.

7.2 Account Deletion

7.2.1 Deletion at the Customer's Request

The Account remains active as long as the Customer does not request its deletion and complies with the GTC. The Customer retains the right to deactivate their Account and/or delete it at any time, without giving any reason.

To do so, the Customer must send an email to the following address: info@collaterize.com requesting the deactivation of their Account. A copy of their identity document may be requested in order to avoid any risk of identity theft.

The deletion of an Account is permanent, the Account is irreversibly deleted, the personal data linked to it is automatically deleted and cannot be recovered. However, it is expressly agreed that certain personal data linked to the Account will be retained for legal reasons (in particular for accounting purposes). Deleting an Account does not prevent Customers from re-registering and creating a new Account.

7.2.2 Deletion for Breach of Obligations

In the event of a breach of the obligations arising from the acceptance of the GTC, payment incidents relating to the price of an Order, the provision of incorrect information when creating the Account, or acts likely to harm the interests of COLLATERIZE, the latter reserves the right, at its sole discretion, to suspend access to the Services without notice or, depending on the seriousness of the acts, to delete the Customer's Account without any compensation being claimed.

COLLATERIZE will inform the Customer by email of the suspension and/or deletion of their Account.

In the event of fraud, the fraudulent Account will be immediately suspended or terminated at the sole discretion of COLLATERIZE. COLLATERIZE will submit any information concerning the fraudulent Account, if necessary, to the local authorities and/or financial institutions.

It is expressly agreed that in the event of suspension or closure of the Account, the Customer will no longer have access to the Services unless a new Account is created.

When COLLATERIZE revokes the suspension or closure of the Account, it shall reinstate the Customer without undue delay, including by restoring access to the data that resulted from the use of the Account prior to the suspension or closure taking effect.

8. Purchase and Sale Orders for RWA Tokens

The Mobile Application allows Customers to access an RWA Token exchange environment that is fully integrated into the Collaterize ecosystem. Purchase and Sale transactions are executed within a secure, automated, and traceable system that operates exclusively on the proprietary Collatchain Blockchain.

Customers with a validated Account can, via their secure interface:

• place a Buy Order for an RWA Token listed on the Platform, after consulting its description (underlying asset, updated NAV, storage conditions);

• place a Sell Order for an RWA Token they hold in their Wallet.

Each Order is:

• signed electronically by the Customer via a strong authentication mechanism (2FA);

• automatically time-stamped to the nearest millisecond;

• recorded immutably on the Collatchain via an Order Smart Contract.

Orders are processed by a proprietary algorithmic matching engine, operating according to objective price/time logic: Orders offering the best price (highest Purchase price or lowest Sale price) are executed first.

In the event of a price tie, the oldest Orders (oldest timestamp) are served first. This mechanism guarantees equal treatment between Clients, without human intervention or possible manipulation of queues. A Transaction is only executed if a counterparty is available at the time the Order is processed:

• for a Buy Order: there must be one or more RWA Tokens available for sale at the set price or lower;

• For a Sell Order: there must be one or more buyers offering a compatible price.

In the absence of a counterparty, the Order remains in "pending" status until it is executed, expires according to the defined parameters, or is manually canceled by the Client.

Collaterize acts solely as a technology infrastructure provider. It does not provide any advice, never acts as a counterparty, does not carry out any automatic repurchases, and does not guarantee liquidity in any way. It only ensures the proper functioning of the matching engine, without favoritism or alteration of flows.

Each validated Transaction results in:

• a real-time update of the Customer's Portfolio (debit or credit of the relevant Token);

• a notification within the Mobile Application specifying the status of the Order: "pending," "partially executed," "fully executed," or "cancelled";

• a time-stamped and signed record of the Transaction on the Collatchain, accessible from the Client's Dashboard.

The Customer remains solely responsible for the Orders they place and the resulting Transactions. Collaterize cannot be held liable for any failure to execute, any delay in matching or any price variation resulting from market conditions.

9. Deposits

In order to guarantee the security of financial flows and regulatory compliance of transactions, all deposits of funds made in connection with the Services offered by Collaterize are processed exclusively by an approved third-party service provider, Stripe, acting as an Electronic Money Institution (EMI) duly authorized by the competent supervisory authorities within the European Union.

9.1 Fund Segregation

Funds paid by Clients are not held, collected or retained by Collaterize at any time. Stripe ensures strict segregation of funds in dedicated escrow accounts, separate from its own assets, in accordance with the requirements of the PSD2 Directive. Consequently:

• The sums deposited cannot be used or allocated by Collaterize for its own purposes;

• In the event of the bankruptcy of Stripe or Collaterize, the funds remain the legal property of the Customer and benefit from regulatory protection.

  
  

9.2 Deposit Process and Token Allocation

When a Customer wishes to purchase RWA Tokens, they initiate an Order via the Mobile Application. The corresponding amount is then paid by the Customer via the secure payment interface operated by Stripe.

Once the payment has been validated:

• the funds are recorded by Stripe under secure conditions;

• the corresponding Smart Contract is triggered;

• the acquired RWA Tokens are generated on the Collatchain, recorded in the Blockchain register and immediately allocated to the Customer's internal Wallet.

The payment methods accepted are those made available by Stripe on the date of the Transaction, including, in particular: bank cards, SEPA transfers, and, where applicable, certain Stablecoins, subject to the regulations applicable in the Customer's jurisdiction. Accepted payment methods are those offered by Stripe at the time of the Transaction, including: bank cards, SEPA transfers, and, where applicable, specific Stablecoins, subject to regulatory approval within the Client’s jurisdiction.

9.3 History and Traceability

Each deposit of funds is subject to:

• a precise time stamp;

• the assignment of a unique Transaction ID shared between Collaterize and Stripe;

• a traceable record in the Customer's interface, via their Dashboard, including payment history, associated supporting documents, and downloadable documents.

10. Orders

Customers who wish to place an Order guarantee that, for natural persons, they are acting in their personal capacity on their own behalf, for legal entities, that they have the necessary powers to bind the company they represent, and are fully authorized to place the Orders concerned and to use the corresponding means of payment, and that these means of payment give access to sufficient funds to cover all costs resulting from the purchase of the Services.

The Order is confirmed to the Customer by email, summarizing the details of the Order and, where applicable, the invoice. This confirmation constitutes the conclusion of the contract between the Customer and COLLATERIZE and is irrevocably binding on both parties.

COLLATERIZE reserves the right to accept or refuse the Order.

COLLATERIZE reserves the right to refuse Orders from any Customer, including but not limited to in the event of (i) the unavailability of the Services specified by the Customer in their Order, (ii) the existence of a dispute between the Customer and COLLATERIZE regarding a previous Order and/or the payment of invoices issued by COLLATERIZE, (iii) abusive or inappropriate behavior.

The acquisition of RWA Tokens on the COLLATERIZE Platform is carried out exclusively via the official Mobile Application, in a secure, automated environment that complies with applicable regulatory standards. The process guarantees that the Customer is informed in advance, that Purchase Orders are traceable, and that the funds committed are protected.

Steps in order processing

The Customer follows the following steps:

• secure login to their Account on the Mobile Application with strong authentication (2FA);

• access the integrated Platform listing the RWA Tokens available for Purchase, with the option to filter by asset category, sector or NAV;

• select the desired RWA Token;

• view the description of the underlying asset:

• description of the asset (type, location, legal status),

• latest published NAV and valuation history,

• appraiser's report,

• estimated level of liquidity on the Secondary Market;

• indication of the desired amount (in number of Tokens or monetary value);

• redirection to the secure payment interface, with two options to choose from:

• payment via the Customer's personal Stripe account,

• payment in Stablecoin (USDC or EURC), via an external wallet verified and connected to the Platform (cryptographic signature required).

In all cases:

• the payment is processed in real time;

• the Customer receives immediate confirmation (or a rejection notice if applicable);

• the Transaction is time-stamped and recorded on the Platform and on the Collatchain.

• Automatic, real-time issuance of RWA tokens:

• recording on the Collatchain via smart contract,

• allocation to the Customer's internal Wallet,

• instant update of the Dashboard with time-stamped confirmation.

Post-purchase data and supporting documents

After the Order has been validated, the Customer has access to the following:

• electronic Purchase confirmation, time-stamped;

• transactional receipt with unique identifier;

• direct link to the Blockchain record (public proof of the Transaction);

• update of the Wallet history in the Application.

Irrevocability – Claims

Any Order that has been validated and confirmed is considered firm, final, and irrevocable. No cancellation may be requested, except in the event of a clear technical error attributable to the Platform. In the event of a dispute, a complaint may be submitted via the dedicated module. It will be handled in accordance with the applicable complaint management policy.

No withdrawal period

The completion of a Purchase, Sale, Transfer and/or Storage transaction does not give the Customer the right to withdraw from the contract insofar as it concerns the "supply of goods or services whose price is based on fluctuations in financial market rates that are beyond the control of the professional."

11. Financial Terms

11. Purchase Commissions

Any Purchase of RWA Tokens via the Platform shall give rise to the invoicing of a Purchase commission, calculated in proportion to the amount of the Transaction expressed in euros (€). This commission is charged in consideration for the Services provided by COLLATERIZE, including the provision of the Platform, the Blockchain infrastructure, the Storage of Digital Crypto Assets and Customer support.

Commission schedule

Transaction amount (€) Commission rate applied

• For amounts less than or equal to €10, a rate of 10% applies.

• For amounts greater than €10 and up to €50, a rate of 9% applies.

• For amounts greater than €50 and up to €100, a rate of 8% applies.

• For amounts greater than €100 and up to €250, a rate of 7% applies.

• For amounts greater than €250 and up to €500, a rate of 6% applies.

• For amounts greater than €500 and up to €1,000, a rate of 4% applies.

• For amounts greater than €1,000 and up to €2,500, a rate of 2% applies.

• For amounts greater than €2,500 and up to €5,000, a rate of 1.5% applies.

• For amounts exceeding €10,000, a rate of 1.3% applies.

The Purchase Commission is automatically calculated at the time the Order is placed, based on the amount actually paid by the Customer, after selecting the payment method. The exact amount of this commission is displayed transparently before the Order is finally confirmed. The number of RWA Tokens allocated to the Customer takes this commission into account, so that the Customer knows, prior to confirming the Order, the net quantity of Tokens that will be credited to them.

For each Transaction carried out, a detailed electronic invoice is generated and made available to the Customer. It specifies, in particular, the total amount paid, the commission applied, the commission rate, the net amount actually invested, and the identifier of the RWA Token concerned. These documents can be viewed and downloaded from the Customer's Account.

COLLATERIZE reserves the right to modify the applicable commission schedule, in particular in the event of changes in technical, regulatory or operational costs. Any modification will be communicated to the Customer in advance, at least fifteen (15) days before it comes into effect, by electronic notification and publication on the Platform.

12. Tokenization Fees Terms

COLLATERIZE offers eligible Clients the possibility of proposing a real asset for Tokenization via the Platform. This personalized service is subject to a fixed fee equivalent to two percent (2%) of the appraised value of the asset concerned, under the conditions defined below.

Calculation basis

The basis for calculating Tokenization fees is the net appraised value of the asset offered for Tokenization, determined as follows:

• the valuation is carried out by an independent third-party expert approved by COLLATERIZE;

• the value taken into account is net of all charges, assessed on the date of signature of the tokenization mandate;

• this value is set out in a signed expert report, made available to the Client.

Services included in the tokenization fees

• The fees charged for Tokenization cover the following services in particular:

  • preliminary analysis of the asset (legal, economic, and asset due diligence);

  • the involvement of an approved expert for the independent valuation of the asset;

  • design of the RWA token, including technical modeling, smart contract configuration, and fractioning;

  • immutable registration on the Collatchain, with Blockchain timestamping;

  • listing of the Token on the Platform, including the description sheet, initial NAV, and integration into the search engine.

Payment terms

Tokenization fees are payable in a single installment, prior to the actual issuance of the Tokens. Payment may be made in euros (€) or in authorized stablecoins, according to the terms defined in the contract at the time of the Order.

No refund

Tokenization fees are deemed to be payable to COLLATERIZE and are not refundable, except in the event of express and unilateral refusal of Tokenization attributable exclusively to COLLATERIZE, without fault or breach on the part of the Client.

13. Secondary Market

COLLATERIZE includes an internal Secondary Market, reserved for Clients, allowing the resale of RWA Tokens exclusively within the Collatchain ecosystem. This market is closed, not freely traded, and governed by strict valuation rules.

13.1 Resale Terms

The Customer may submit a request to resell all or part of their RWA Tokens via their Dashboard. Resale is subject to the following conditions:

• the resale price is set unilaterally by COLLATERIZE based on the latest available NAV;

• the Sell Order can only be executed if there are one or more active buyers willing to purchase the Tokens at the proposed price;

In the event of execution:

• the RWA Tokens are transferred to the new purchaser or, where applicable, burned;

• the proceeds of the Sale are credited to the Account (in euros or Stablecoins, depending on the currency of the Transaction), less any commissions;

• a time-stamped receipt, accompanied by a link to the Collatchain record, is made available in the Customer's Account.

13.2 Resale Price Framework

The price applied to each resale is determined by COLLATERIZE according to a predefined formula based on:

• the updated NAV of the asset underlying the Token concerned;

• any technical margin (liquidity adjustment, specific premium or discount, transfer fees, etc.);

• the absence of a free trading mechanism: Clients may not modify or propose a price themselves.

This method aims to ensure the stability of the Secondary Market, guarantee equal treatment between Clients, and prevent any risk of manipulation or excessive speculation.

13.3 No Liquidity Guarantee

The provision of a Secondary Market does not imply any guarantee of liquidity. In particular:

• COLLATERIZE never acts as a counterparty or market maker;

• the execution of Orders is subject to the existence of an equivalent request on the Platform at the time of the Order;

• no maximum execution time is guaranteed.

As a result, RWA Tokens may not be immediately resalable.

14. Custody of Crypto Assets

Collaterize ensures the custody of Clients' digital assets through a digital wallet management system that complies with the security, traceability, and segregation requirements set forth in Regulation (EU) 2023/1114 (MiCA). This architecture guarantees the individualization of Accounts, the protection of private keys, and Collaterize's non-intervention in Clients' assets.

14.1 Wallet creation and Individualization

At the end of the identity verification process (KYC), a personal Wallet is automatically generated for each Customer. This process includes:

• verification of a valid official ID document;

• validation of proof of address;

• dynamic facial recognition (anti-spoofing);

• automated checks against PEP, sanctions, and AML databases.

Once the process has been validated, the Customer is assigned:

• a unique identifier associated with their Account;

• a specific, non-reusable public Wallet address;

• a private key cryptographically linked to the wallet, stored in encrypted form and inaccessible to Collaterize..

14.2 Asset Security and Custody Architecture

Each Wallet is hosted in a secure environment, according to the following principles:

• complete logical and cryptographic separation between Wallets;

• partitioned hosting (virtualization or dedicated container);

• timestamping, signing, and logging of all operations executed from or to the wallet.

Sensitive actions (withdrawals, transfers, token sales, changes to security settings) are subject to strong authentication including:

• an electronic signature via 2FA;

• behavioral or contextual validation (anomaly detection);

• the application of dynamic rules (limits, whitelists, geographical or regulatory restrictions).

14.3 Freeze Mechanism and Notification

If activity deemed risky is detected (suspected fraud, attempted illegal access, suspected money laundering), COLLATERIZE reserves the right to temporarily freeze the Wallet concerned. This freeze:

• is automatically triggered according to pre-established risk thresholds;

• is notified to the Customer concerned as soon as possible;

• may be reported to the competent authority or the anti-money laundering compliance officer, in accordance with applicable regulations.

COLLATERIZE has no unilateral access to Clients' funds and may not initiate or execute any transaction on their behalf without their express consent.

14.4 Access rights and Permissions

Access to Wallets is strictly structured by type:

COLLATERIZE prohibits any delegation of movement and any centralization of Customer assets in a shared Wallet.

14.5 Custody Agreements

Service Provider: COLLATERIZE, a service operated by COLLATERIZE LABS Společnost s ručením omezeným, an entity registered in the Czech Republic. Client: any natural or legal person who holds a validated Account on the COLLATERIZE Platform.

Subject matter of the agreement

COLLATERIZE shall, on behalf of the Client, ensure the Safekeeping and administration of the Crypto Assets held in its Wallet. This Service includes:

• the secure custody of Crypto Assets;

• maintaining Positions and Balances in real time;

• technical processing of transactions related to the Crypto Assets held.

Custody Policy

Crypto Assets are held in secure digital Wallets:

• individualized within COLLATERIZE's systems, by Client;

• physically or logically pooled in a compartmentalized and protected environment;

• separated from COLLATERIZE's own assets, ensuring a clear distinction between client funds and company funds.

Means of access and authentication

• Access to the Account is exclusively via the Platform's secure interface, after:

  • identification by email address and password;

  • strong authentication, including a biometric factor or two-factor authentication (2FA).

All communications relating to the Custody Service are transmitted via this interface.

Security and compliance

COLLATERIZE implements security measures that comply with industry regulatory and technical standards:

• encryption of data in transit and at rest;

• logical partitioning of client environments;

• rigorous access control systems;

• periodic internal and external security audits.

Each transaction carried out from a Client Wallet is systematically recorded on the Collatchain, with a unique identifier and a publicly verifiable hash. COLLATERIZE keeps a comprehensive record of events associated with each Wallet, including access, signatures, modifications, and transactions, for a minimum period of five (5) years.

The private keys associated with Wallets are secured within a dedicated secret management infrastructure based on EAL4+ certified HSM (Hardware Security Module) devices or equivalent solutions (e.g., Azure Key Vault), ensuring that they are inaccessible even to COLLATERIZE's internal teams. This system ensures:

• full traceability and time-stamping of operations;

• continuous compliance with MiCA requirements for wallet governance;

• technical reversibility in the event of loss of access or audit requests.

Applicable fees

The fees for the Custody Service are detailed on the Platform. They may include:

• an annual custody fee;

• unit fees for Transactions or transaction processing;

• specific Service fees.

The applicable fees are automatically charged to the Customer's Balance or deducted during transactions.

Applicable law

This agreement is governed by Czech law, subject to the mandatory consumer protection rules that may apply to the Customer in their country of residence.

14. Access rights and Permissions

As part of its anti-money laundering (AML), counter-terrorist financing (CTF), and fraud prevention efforts, COLLATERIZE may decide at any time to suspend the execution of a Transaction and/or Service for a given Client, for a period not exceeding ten (10) business days from the request for execution, without being held liable for any consequences of this suspension. After this period, and with no time limitation, COLLATERIZE may decide to prohibit the execution of a Transaction and/or Service, restrict the use of certain payment methods, and/or block or suspend an Account. COLLATERIZE reserves the right to ask the Client additional questions and obtain further information to better understand the Client, their intentions, and clarify the conditions under which the Transaction and/or Service is requested.

15. Transactions

As part of its efforts to combat money laundering and terrorist financing, and to prevent fraud, COLLATERIZE may decide at any time to suspend the execution of a Transaction and/or Service for a given Customer for a period not exceeding ten (10) business days from the request for execution of the Transaction and/or Service, without COLLATERIZE being held liable for the consequences of such suspension.

At the end of this period and without any time limit, COLLATERIZE may decide to prohibit the execution of a Transaction and/or a Service, to prohibit or limit the use of certain means of payment and/or to block or suspend an Account. COLLATERIZE reserves the right to ask the Customer additional questions and obtain additional information enabling it to get to know the Customer better, to better understand their motivations and to remove any doubt as to the conditions under which they wish to carry out a Transaction and/or Service.

In the absence of a satisfactory response and cooperation from the Customer, COLLATERIZE may refuse the Transaction (Purchase, Sale, Transfer, Storage). COLLATERIZE reserves the right to apply intervention fees. The verification and analysis of Transactions may delay the availability of Crypto Assets to the Customer. COLLATERIZE cannot be held liable for the consequences of this delay.

16. Collaterize's Liability

16.1. TO THE EXTENT PERMITTED BY LAW, COLLATERIZE DISCLAIMS ALL LIABILITY FOR LOSS OF PROFITS, REVENUE, VALUE, EARNINGS OR DATA, OR DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES SUFFERED BY THE CLIENT OR A THIRD PARTY.

16.2. COLLATERIZE shall not be held liable in any way for any failure to perform or improper performance of its contractual obligations attributable to the Customer, in particular when placing an Order. COLLATERIZE shall not be held liable, or considered to have failed to comply with these T&Cs, for any delay or non-performance, when the cause of the delay or non-performance is related to a case of Force Majeure as defined by the jurisprudence of French courts and tribunals.

In particular, COLLATERIZE cannot be held liable for unforeseeable events such as cyber attacks, security breaches in data transmission or performance guarantees regarding the volume and speed of data transmission. Under these conditions, it is the responsibility of Customers to take all appropriate measures to protect their own data and/or software, in particular from contamination by any viruses circulating on the Internet.

In general, in the event that a Customer fails to comply with these T&Cs, the Customer acknowledges and accepts that they are solely liable for any direct or indirect damages resulting therefrom to COLLATERIZE.

16.3. The Customer expressly agrees that COLLATERIZE shall not be held liable for any direct, indirect, incidental, special, accidental, consequential or punitive damages, etc., as well as for any loss of profits or revenue that may be incurred by the Customer directly or indirectly related to:

• access to or use of the Services;

• the Customer's inability to access or use the Services; and

• to any unauthorized access, use or alteration of the Customer's transmissions.

16.4. The Customer is solely responsible for the choices they make in using the Services.

The Customer is duly advised of the risks surrounding the Services and Crypto Assets. In this context, COLLATERIZE cannot be held liable for:

• the stability of the price of Crypto Assets due to their high volatility;

• the loss, theft or disclosure to a third party, whether intentional or unintentional, of its login details or password;

• a cyberattack, computer virus, malware, breakdown, theft, loss or failure of their computer equipment blocking access to their Customer Account or leading to access by a third party;

• burglary, theft, extortion, violence, blackmail, fraud, manipulation of persons, abuse of weakness, or any other criminal offences suffered by the Customer and which may have resulted in the loss of Crypto Assets or the performance of Services not desired by the Customer;

• the loss or theft of Crypto Assets in any way whatsoever after their Transfer to the Wallet indicated by the Customer;

• illegal use of Crypto Assets purchased through the Services.

16.5. COLLATERIZE undertakes to use all means at its disposal to ensure the security of the Crypto Assets held and the security and resilience of its IT systems. COLLATERIZE has the human and technical resources to operate the Custody Service.

COLLATERIZE shall only be held liable for breaches affecting its own IT systems and over which it has control. COLLATERIZE cannot therefore be held liable for the consequences on Transactions and/or Custody due to:

• a Technical Failure;

• a case of Force Majeure;

• a breach of the Client's security of any kind, kidnapping or a ransom demand relating to the Client or their relatives, cryptolocking (ransomware);

• a cyberattack or malicious act by hackers;

• a logical attack or a generic or non-generic virus affecting the Customer's computer, messaging system, telephone or IT equipment;

• an error, negligence or malicious act attributable to the Customer;

• the Customer's failure to comply with these T&Cs.

16.6. COLLATERIZE does not file tax returns on behalf of its Clients.

It is the responsibility of Clients to declare their capital gains and to take all necessary and mandatory steps related to the payment of their taxes in accordance with the legislation in force.

17. Client's Obligation and Warranties

17.1. The Customer declares and warrants that:

-        For natural persons: They are of legal age and are not subject to any of the incapacities listed;

-        For legal entities: (i) They are duly registered and established or incorporated and validly exist under the laws of their country of residence, establishment or incorporation (as applicable); (ii) it has full authority to enter into these T&Cs and commit to the provision of the Services, and its entry into these T&Cs does not constitute a breach of its constitutional documents; and (iii) it does not require the approval of any government or other regulatory body, except for approvals already obtained and disclosed to the other Party.

17.2. The Customer also represents and warrants that:

-        If it is a regulated entity: The Customer maintains appropriate systems and controls for sanctions and anti-money laundering and counter-terrorist financing;

-        The Customer possesses and will retain all (i) authorizations, (ii) permissions, (iii) approvals or registrations, and (iv) licenses necessary to hold and carry out Transactions on Crypto Assets as provided for in these GTC;

-        The signing, performance or execution of these GTC and the transmission of instructions do not and will not constitute a breach of any of the following: (i) any law or regulation applicable to the Client; (ii) the rights of any third party with respect to the Customer or the Crypto Assets; and (iii) any agreement to which the Customer is a party or by which any of its Crypto Assets are bound.

17.3. By accessing the Services, the Customer represents, warrants and undertakes to:

-        access the Services in good faith, in a reasonable manner, and not contrary to the terms hereof;

-        not to market the Services and/or access to the Services directly or indirectly;

-        not to allow third parties to use its Account;

-        not reuse all or part of the Services it contains, in particular for commercial and/or collective purposes and/or for personal purposes in a form and/or medium not authorized by COLLATERIZE.

17.4. It is strictly prohibited to use the Services for the following purposes:

-       the exercise of illegal or fraudulent activities or activities that infringe on the rights or security of third parties;

-       the breach of public order or the violation of laws and regulations in force;

-       intruding into a third party's computer system or any activity that may harm, control, interfere with, or intercept all or part of a third party's computer system, or violate its integrity or security;

-       sending unsolicited emails and/or commercial prospecting or solicitation;

-       manipulation intended to improve the search engine ranking of a third-party website;

-       assisting or encouraging, in any form or in any manner whatsoever, one or more of the acts and activities described above;

-       more generally, any practice that diverts the Services from the purposes for which they were designed;

-       copying and/or misappropriating for their own purposes or those of third parties the concept, technologies or any other element of COLLATERIZE;

-       The following are also strictly prohibited:

▪       any behavior likely to interrupt, suspend, slow down, or prevent the continuity of the Services;

▪       any intrusion or attempted intrusion into COLLATERIZE's systems;

▪       any misappropriation of COLLATERIZE's system resources;

▪       any actions likely to impose a disproportionate load on COLLATERIZE's infrastructure;

▪       any breaches of security and authentication measures;

▪       any acts likely to harm the financial, commercial or moral rights and interests of COLLATERIZE; and finally, more generally

▪       any breach of the T&Cs.

It is strictly prohibited to monetize, sell or grant all or part of the access to the Services, as well as to the information hosted and shared therein.

17.5. Customers are solely responsible for choosing to use the Services and for ensuring that they are suitable for their needs, for securing their computer system and for backing up their data.

In addition, they are personally responsible for the use of the Services and the information provided, in particular when creating their Account and using the Services.

Customers guarantee and indemnify COLLATERIZE against any damage suffered by the latter and against any liability action brought against it on the basis of a breach of the GTC and/or any right of a third party. In the event of proven fraud, COLLATERIZE reserves the right to disclose all necessary information to the competent authorities responsible for prosecuting such fraud and offences.

17.6. In the event of a breach of any of the provisions of the GTC, payment incidents relating to the price of an Order, the provision of incorrect information when creating the Account, or acts likely to harm the interests of COLLATERIZE, or more generally, any breach of the laws and regulations in force by a Customer, COLLATERIZE reserves the right to take any appropriate measures, including:

• at any time, without prior notice, interrupt or suspend, temporarily or permanently, all or part of the access to the Services to the Customer who is the author of the breach or infringement, or who has participated therein;

• suspend or terminate the Customer's Account without prior notice, it being understood that such termination shall be without prejudice to any damages that COLLATERIZE may claim in compensation for the damage suffered as a result of such breaches by the Customer;

• notify any relevant authority; and

• take any legal action.

In the event that access to the Services is suspended for any reason whatsoever, Customers shall not be entitled to claim any compensation of any kind whatsoever.

18. Assignment or Transfer

Except as provided in this article, neither Party may assign or transfer its rights, obligations, or duties under these GTC (or any part thereof) without the prior written consent of the other Party.

COLLATERIZE may, upon notification to the Customer, assign and transfer its rights, obligations or duties under these GTC (and any part thereof) to: (i) any Affiliate; or (ii) in the event of the assignment or sale of all or part of its business, to the purchaser of that business, and the Customer hereby consents to the transfer of the obligations relating to the Crypto Assets to such assignee or transferee.

In the event of the death, disability or incapacity of the Customer or by court order, the Customer's Account may be transferred to a third party authorized to represent or manage the Customer's estate, upon presentation of written proof and after approval by COLLATERIZE's compliance department.

19. Intellectual Property

The trademarks and logos of COLLATERIZE or any documentation provided by COLLATERIZE are the exclusive intellectual property of COLLATERIZE.

It is agreed that no provision of these T&Cs shall entail any transfer of COLLATERIZE's intellectual property rights to the Customer with regard to intellectual property that may be used by COLLATERIZE.

Customers therefore undertake not to infringe, directly or indirectly, COLLATERIZE's intellectual property rights in the Services.

Furthermore, Customers shall refrain from reproducing or exploiting studies, videos, trademarks, logos or, in general, any content provided by COLLATERIZE without the express prior written consent of COLLATERIZE.

Customers are informed and acknowledge that the Services may contain confidential information or information protected by intellectual property rights or any other law. Customers undertake not to modify, rent, borrow, sell or distribute this content or create derivative works incorporating all or part of this content, unless they have first obtained the express authorization of COLLATERIZE.

20. Personal Data

In accordance with Law No. 78-17 of January 6, 1978, as amended, relating to information technology, files, and civil liberties, known as the "Information Technology and Civil Liberties" law and Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter the "GDPR"), Customers are informed that COLLATERIZE carries out automated processing of their personal data for the purposes of using the Services, processing and managing commercial relationships, Orders and the provision of Services.

This data may be transmitted to any subsidiaries and/or companies controlled by COLLATERIZE, as well as to its subcontractors who contribute to these relationships for their management, execution, processing, and payment.

Each Customer has the right to access, modify, rectify, limit, transfer, and delete data concerning them, as well as the right to object.

To this end, please contact the support service by email at the following address: info@collaterize.com.

For further information, COLLATERIZE undertakes to provide Customers with its privacy policy.

21. Force Majeure

COLLATERIZE shall not be held liable if the non-performance or delay in the performance of any of its obligations described in these T&Cs results from a case of Force Majeure.

The Party invoking Force Majeure shall make every effort to minimize the harmful effects resulting from this situation. In this respect, COLLATERIZE may, in particular, cancel the Order, modify the Transaction deadlines and/or modify the Services.

If the impediment is temporary, performance of the obligation shall be suspended unless the resulting delay justifies termination of the contract. If the impediment is permanent, the contract shall be terminated automatically and the parties shall be released from their obligations.

In the event of any of the above events occurring, COLLATERIZE shall endeavor to inform the Customer as soon as possible.

22. Miscellaneous

22.1 Modifications

Without prejudice to any contrary legal provisions, COLLATERIZE reserves the right to modify these GTC at any time and with immediate effect, in particular to take into account any legal, jurisprudential, editorial, functional and/or technical developments.

The version of the GTC that prevails is the one communicated to the Customer on the day the Order is confirmed. The Customer is advised to save the GTC in force on the date of confirmation of the Order, notwithstanding the archiving rules implemented by COLLATERIZE.

COLLATERIZE undertakes to notify the Customer of any changes to the GTC. The Customer's failure to terminate the contract or their use of one or more of the Services after the date of entry into force of any amendment or update to these T&Cs constitutes their acceptance of these T&Cs, as amended by such amendments or updates. In the event of refusal by the Customer, its sole and exclusive remedy shall be to terminate its use of the Services and close its Account.

22.2 Partial Invalidity

In general, if one or more of the clauses or provisions of the T&Cs are held to be invalid or declared null and void or unenforceable by law, a regulation or following a final decision by a competent court, the other provisions shall remain in full force and effect.

22.3 Language

The language applicable to the T&Cs is English. If a translation is provided, only the English version shall be contractually binding.

22.4 Evidence

Files, data, and messages recorded in COLLATERIZE's computer systems shall be accepted as proof of acts and facts between COLLATERIZE and Customers.

Unless proven otherwise, records shall be presumed to have been kept under reasonable security conditions if messages, data, and other documents are systematically recorded on a reliable and durable medium.

22.5 Waiver

Any failure or delay in the exercise of a right or prerogative by one party shall not be considered a waiver of the right or prerogative to be exercised at a later date to the benefit of the other party.

Similarly, the exercise of a single right or the partial exercise of a right or prerogative shall not preclude the subsequent exercise of any other right or prerogative provided for in these GTC.

No waiver shall be effective unless set forth in writing and signed by a duly authorized representative of each party.

22 Applicable Law — Disputes

These Terms and Conditions are governed by Czech law. In the event of a dispute, the courts of Prague shall have exclusive jurisdiction. For any difficulties and/or questions regarding the Services and/or Orders, Customers are invited to contact customer service in order to attempt to find an amicable solution by email at the following address:claim@collaterize.com .

The complaint must contain at least the following information:

• the identity of the Customer,

• the relevant Transaction number or identifier,

a precise description of the reason for the complaint,

• any relevant supporting documentation.

The Customer is informed that any dispute that may arise between COLLATERIZE and the Customer concerning the validity, interpretation, performance or non-performance, interruption or termination of the rights and obligations of the GTC may, after prior written notification by the Customer to COLLATERIZE and if no settlement has been reached, be submitted to consumer mediation.

The Customer and COLLATERIZE shall nevertheless remain free to accept or refuse recourse to consumer mediation. Furthermore, any solution proposed by the consumer mediator shall not be binding on the Customer and COLLATERIZE, who may waive their right to accept it.

23 Entry into Force

These general terms and conditions of sale shall enter into force on July 31st 2025.

APPENDIX I – Risk factors related to Crypto Assets

This list is not exhaustive:

▪       Market risk: Crypto Assets have no legal tender status. There is therefore no single exchange rate, and trading is fragmented across different exchange platforms where several exchange platforms coexist. Crypto Assets are volatile, particularly because they are not regulated by any central bank to control fluctuations. Furthermore, they have no intrinsic value and their price is therefore determined exclusively by supply and demand on the public market. Finally, the price of Crypto Assets may be influenced by the largest holders of Crypto Assets. In the event of concerted action, for example, they are able to influence supply or demand sufficiently to impact the price of the asset.

▪       Liquidity risk: A Crypto Asset may be or become illiquid during its lifetime. The market for Crypto Assets is still in its infancy and the number of participants in this market is limited and may remain so indefinitely. A limited number of market participants may result in significant (and unfavorable) price fluctuations and a lack of liquidity.

▪       Volatility risk: Past performance is not indicative of future performance. The Crypto Asset market is extremely volatile and unpredictable, and as a general rule, there is no high return without high risk.

▪       Risk of total loss of invested funds: The loss of private keys, a handling error or the insolvency of a Crypto Asset issuer may result in the total loss of the funds initially invested. The Customer must inform themselves about Blockchain technology in general, the specific protocols underlying Crypto Assets, and how Crypto Asset Wallets work before investing in this type of asset.

▪       Risks related to Blockchain technology:  The technology associated with Crypto Assets is still in its infancy and best practices have not yet been defined or implemented. Significant changes are likely to occur in the technology in the future. Technological advances in cryptography, code decryption, quantum computing, etc. may pose a risk to the security of Crypto Assets and facilitate price manipulation or targeted attacks by miners and others. In addition, alternative technologies could be developed, rendering Crypto Assets less relevant or obsolete. Crypto Assets may rely on software (which may be free). The designers of such software are not employed by a counterparty that covers the related transaction or any other party related to Crypto Asset products. Designers may introduce programming errors and weaknesses into the software or discontinue its development (potentially at a critical stage requiring a security update), maintain the exposure of Crypto Assets to security vulnerabilities, programming errors and threats of fraud, theft and cyber attacks.

▪       IT security risks:  The specific characteristics of Crypto Assets (particularly those arising from their exclusively virtual nature) make them a prime target for fraud, theft and cyber attacks. Persons investing in Crypto Assets are exposed to the risks of fraud, theft and cyber attacks in connection with the underlying Crypto Assets. Such events may raise skepticism about the viability of the Crypto Assets in question and prevent such Crypto Assets from becoming established as legal tender. These factors may affect the value, marketability, liquidity, and security of the Crypto Assets concerned. Persons investing in Crypto Assets may lose their investment as a result of such events.

▪       Regulatory risks: Changes in regulations may affect the availability, access, price of Crypto Assets or the fees associated with transactions.

▪       No guarantee: Crypto Assets are not insured or guaranteed by any authority, government or central bank.