Terms of use

01Scope and definitions

These Terms set out the common conditions for the websites operated by IndieSquare, Inc. (the “Company”), and hazBase, HAZAMA, RWA Ops, Fund Ops, and related software, APIs, implementation support and operational support provided by the Company (collectively, the “Services”).

“User” means an organization or individual using the Services. “Customer” means a party that enters into a service agreement with the Company. Business Services are intended for organizations and individuals acting in the course of business.

“Individual Agreement” means an application, order, agreement, specification or other specific terms agreed between the Company and the Customer. “User Data” means information submitted by Users and transaction or operational records generated within the Services from that information.

02Services and scope of provision

• hazBase: a technology platform supporting the definition, issuance, circulation and operation of RWA—digital tokens representing physical assets or related rights.

• HAZAMA: the Company’s blockchain technology and infrastructure supporting cross-chain data management, asset transfers and system interoperability.

• RWA Ops: a business solution built on hazBase for integrated management of RWA definition, issuance, allocation and post-issuance operational records, particularly for equipment and robotics.

• Fund Ops: a business solution for fund operators investing in RWA, primarily through asset finance. It supports fund, portfolio and capital contribution management, distribution calculations, cash reconciliation, accounting-related records, approvals and information exchange with RWA Ops.

Available features, eligible assets, integrations, deployment environment, maintenance, support and service commencement are specified in the Individual Agreement. Product descriptions, materials, demonstrations and development plans do not by themselves constitute a commitment to provide every feature or integration.

03Formation and order of precedence

A business service agreement is formed when the Customer applies after agreeing to these Terms and the specific conditions presented, and the Company accepts, or at the time specified in the Individual Agreement. Browsing a website or submitting an inquiry does not by itself create a paid service agreement.

In the event of a conflict, the Individual Agreement takes precedence, followed by service-specific terms and then these Terms. No agreement overrides mandatory law. Changes to existing agreements require the parties’ agreement or a lawful procedure for amending these Terms.

04Eligibility, accounts and permissions

Anyone applying on behalf of an organization must have authority to represent it or enter into the agreement. Customers must keep registration information accurate and current and cooperate with reasonable identity and authority checks requested by the Company.

Customers must designate authorized personnel, grant permissions appropriate to their duties and review those permissions. They must revoke access that is no longer needed, including following departure or reassignment, and ensure that their personnel comply with these Terms.

Users must protect credentials, API keys, private keys and signing or approval permissions under their control and promptly notify the Company of suspected misuse or compromise. The scope of responsibility for information or keys managed by the Company or an external provider is specified in the Individual Agreement.

05Fees and service conditions

Fees, payment methods and deadlines, taxes, network and external service charges, contract duration, any automatic renewal, cancellation and refund conditions are governed by the Individual Agreement presented before use begins. These Terms alone do not establish fees or automatic renewal.

Trials, proofs of concept and pilot programs are subject to separately agreed conditions covering features, duration, data handling and whether live transactions are permitted. Participation alone does not commit either party to production deployment or a paid agreement.

06Operational roles and legal compliance

The Company will provide the agreed technology, business functions and related support with due care. Users must identify and satisfy the laws, registrations, licenses, notifications, investor disclosures, identity checks and other requirements applicable to their own businesses and transactions. The Company will comply with laws applicable to its own activities.

The standard Services do not include investment solicitation, sale or brokerage of financial products, discretionary investment decisions or management, lending, custody of funds, or execution of remittances by the Company. If related activities are provided separately, the responsible entity and scope must be documented after confirming applicable law and the necessary qualifications and arrangements.

Document preparation, calculations, reconciliation and approval support do not replace Users’ final operational, investment, legal, tax or accounting decisions or required professional review. Use of a feature does not remove any legally required registration or similar requirement.

07Underlying assets, rights and tokens

Users conducting a transaction or business must verify the existence of underlying assets, ownership, use and income rights, security interests, transfer restrictions, valuations and disclosures, and submit accurate information. Responsibility for physical custody, maintenance and insurance must be established in the relevant agreements.

Issuing, holding or transferring a token, or recording information in a system, does not by itself necessarily create or transfer ownership or other legal rights in an underlying asset. Rights and their legal effect depend on issuance terms, relevant agreements and applicable law. Any required registration, perfection or other formalities must be completed separately.

The Services do not guarantee asset or token prices, liquidity, income, investment principal, successful financing or performance of obligations by third parties.

08Instructions, approvals and transaction finality

Before instructing issuance, allocation, transfer or distribution, Users must check the asset, quantity, currency, amount, recipient, rights and approval authority. Fund Ops investment, distribution and accounting-related calculations depend on inputs, settings and imported data and must be reviewed before operational use.

Application, approval, transmission, receipt of funds, allocation, issuance and on-chain confirmation are distinct states. A payment notice or activity log alone does not establish receipt by the counterparty, completion in an external system or completion of a transfer of legal rights.

Confirmed blockchain transactions generally cannot be directly cancelled or rewritten. Corrections or reprocessing must follow the applicable procedure, such as a correction record or additional transaction, after establishing the respective responsibilities of the User and the Company.

09External services and networks

Integrations with blockchains, financial institutions, accounting systems, identity services and other external services are provided within the scope agreed in the Individual Agreement. Contracts, terms, eligibility and charges for external services are subject to the relevant provider’s conditions.

Outages, changes in external specifications, transaction congestion and network forks may cause delays, interrupted integrations, fee changes or inconsistent records. The Company will investigate, notify and address issues within its scope of responsibility, and Users must cooperate with necessary checks and reconciliation.

10User Data and personal information

Rights in User Data remain with the User or the lawful rights holder. Users must have lawful authority to obtain, use and provide submitted data and must give required notices and obtain any necessary consent.

The Company will process User Data only as necessary to provide and maintain the Services, address incidents, ensure security and fulfill purposes agreed in the Individual Agreement. Personal information is handled under the Company’s Privacy Policy, applicable law and any separate data processing agreement. Personal data entrusted by a Customer is processed according to its lawful instructions and the agreed purposes.

The Company will implement reasonable security measures appropriate to its responsibilities. Retention, backups, recovery, subprocessors, storage locations and other specific requirements are set out in the Individual Agreement. Before recording personal information or trade secrets directly on a publicly accessible blockchain, Users must assess visibility and deletion or correction constraints and take necessary measures.

11Confidentiality

The Company and the Customer must keep confidential non-public technical, commercial and other information disclosed in connection with the Services that is marked confidential or reasonably understood to be confidential from its nature or the circumstances. It may be used only to perform the agreement. This excludes information lawfully held beforehand, publicly available, independently developed or lawfully received from an authorized third party.

Confidential information may be disclosed only to personnel, contractors and advisers who need it to perform the agreement and are bound by equivalent confidentiality obligations. Legally required disclosure must be limited to what is necessary, with notice to the other party unless prohibited by law. The Company will not publish User Data or transaction details in case studies or advertising without specific consent.

12Intellectual property and license

Intellectual property in the Services’ software, technology, documentation, designs and trademarks belongs to the Company or the lawful rights holder. The Company grants Customers a non-exclusive right to use the Services during the agreement for the agreed business purpose and scope. Assignment or sublicensing is not permitted unless allowed in the Individual Agreement.

Ownership and use of custom deliverables, pre-existing intellectual property and third-party software are governed by the Individual Agreement and applicable licenses. Any license to User Data granted to the Company is separate from ownership of the Services and is limited to what is necessary to provide the Services and perform the agreement.

13Prohibited conduct

Users must not engage in the following conduct when using the Services:

• Violations of law or these Terms, fraud, money laundering, evasion of sanctions, unlawful solicitation or conducting or facilitating other unlawful transactions.

• Registering non-existent assets, unauthorized rights or fictitious payments; falsifying transaction, valuation or operational records; or bypassing required approvals or access controls.

• Infringing third-party rights, personal information or confidential information; impersonation; unauthorized access or misuse of credentials; transmitting malicious software; or disrupting the Services through excessive load or other means.

• Unauthorized copying, modification, reverse engineering, resale, lending to third parties or other use beyond the license, except as permitted by law or the Individual Agreement.

14Maintenance, changes and interruption

The Company may modify or temporarily interrupt the Services for maintenance, updates, security measures, changes to external services, disasters, communication failures or other reasonable grounds. Planned interruptions and changes materially affecting use will be notified in advance with their scope and timing. Emergency measures will be notified promptly afterward.

The Company will take reasonable steps to limit disruption and restore service within its responsibility. Before discontinuing a material feature or a Service, it will provide a reasonable transition period and discuss data retrieval and alternative operational arrangements with Customers. Agreed service levels and notification deadlines in the Individual Agreement take precedence.

15Suspension, termination and return of data

For a material breach, late payment, misuse or other grounds making continuation impracticable, the Company may suspend use to the extent necessary or terminate after stating the reasons and allowing a reasonable period to remedy the issue. Immediate action is permitted where urgent intervention is needed, including unlawful activity or a serious security risk, or where remedy is impossible; reasons will be notified promptly afterward.

Customer cancellation, settlement of outstanding fees and transition support are governed by the Individual Agreement. The method, period and format for retrieving data and its deletion timing must be specified there. If not specified, the parties will discuss them, and the Company will notify Customers of a retrieval method and reasonable retrieval period before deletion.

Records required for legal retention, dispute resolution or security may be retained for limited purposes and periods. Confirmed blockchain records may not be deletable. Termination does not automatically extinguish rights or obligations relating to existing tokens or underlying assets. Confidentiality, intellectual property, outstanding payment, liability and dispute resolution provisions survive to the extent appropriate to their nature.

16Warranties and liability

Specifications, quality, availability, recovery times and other service levels warranted by the Company are those set out in the Individual Agreement. The Company does not warrant that the Services will be entirely free from defects or interruption, suitable for every purpose or that third-party information and underlying asset details will always be accurate.

If damage is attributable to the Company or the Customer, that party is liable under applicable law and the Individual Agreement. Any agreed limits on the scope or amount of damages do not exclude or limit the Company’s liability for willful misconduct or gross negligence or liability that cannot lawfully be limited.

Exclusions and other provisions apply only to the extent permitted by the Consumer Contract Act and other mandatory law. The involvement of an external service or a User’s duty to check information does not by itself exclude the Company’s liability for damage attributable to it.

17Exclusion of antisocial forces

The Company and the Customer represent and undertake that neither they nor their officers or controlling persons are organized crime groups or other antisocial forces, fund or assist such groups, or maintain other ties with them, and will not do so in the future. Neither party may make violent demands, threaten, damage the other’s reputation or obstruct its business.

If the other party breaches the preceding paragraph, either party may terminate without a prior demand to remedy. Termination does not prevent a claim for damages against the party in breach.

18Amendments to these Terms

The Company may amend these Terms under Article 548-4 of the Japanese Civil Code where the amendment benefits Users generally, or where it does not conflict with the purpose of the agreement and is reasonable in light of its necessity, appropriateness and other circumstances. Amendments not meeting those requirements require the affected Customer’s consent.

Before an amendment takes effect, the Company will announce the amendment, the revised text and its effective date through the website, email or another appropriate method. Users will be given a reasonable review period for materially consequential changes. Publication alone does not immediately or retroactively amend all existing agreements.

19Governing law, disputes and contact

These Terms and service agreements are governed by Japanese law. The Company and the Customer will first seek to resolve questions or disputes through good-faith consultation. Unless otherwise required by law, the Tokyo District Court or Tokyo Summary Court has exclusive agreed jurisdiction at first instance, according to the amount in dispute.

If any provision is found invalid or unenforceable, the remaining provisions remain effective. English and other translations are for reference. In case of inconsistency, the Japanese version prevails unless otherwise required by law.

For questions about these Terms, contact IndieSquare, Inc. through its contact form or at info@indiesquare.co.jp. Customers may also use the contact designated in their Individual Agreement for matters relating to their contracted Services.