Platform Terms of Use

Entity: ShipFinex FZCO  |  IFZA Licence No. 23787

Regulatory Status: Holder of VARA In-Principle Approval No. IPA/26/01/002 for Virtual Asset Broker-Dealer Activity. This is an In-Principle Approval (IPA), not a final VARA licence. Full operational licence is subject to completion of all remaining VARA requirements.

Registered Address: IFZA Properties, Dubai Silicon Oasis, Dubai, UAE

Compliance Contact: [email protected]

Version: 2.0  |  Effective Date: 01 MAY 2026  |  Supersedes: Terms of Use v1.0

1.  Definitions

The following defined terms apply throughout these Terms of Use and any supplementary agreements:

2.  Acceptance and Eligibility

2.1  Agreement to Terms

By accessing the Platform, registering an account, or using any service offered through the Platform, you confirm that you have read, understood, and agree to be bound by these Terms of Use, our Privacy Policy, our Risk Disclosure Statement, and any supplementary agreements applicable to specific products or services (including MAT Subscription Agreements and Offering Prospectuses for individual vessel offerings).

If you are entering into these Terms on behalf of a legal entity, you represent that you have authority to bind that entity and its affiliates to these Terms. References to “you” and “your” include both you personally and any entity on whose behalf you act.

2.2  Eligibility Requirements

To register and use the Platform, you must:

• be at least 18 years of age (or the age of majority in your jurisdiction if higher);

• not be a citizen, resident, or entity incorporated in a Restricted Jurisdiction (see clause 9.3);

• not be a Politically Exposed Person (PEP) or be associated with a sanctioned individual or entity on applicable UAE, UN, OFAC, or EU sanctions lists, unless you have been specifically approved through ShipFinex’s enhanced due diligence process;

• have the legal capacity to enter into binding contracts under applicable law;

• complete ShipFinex’s Know Your Customer (KYC) and Anti-Money Laundering (AML) screening to ShipFinex’s satisfaction; and

• satisfy any applicable investor classification requirements (see Section 8).

ShipFinex FZCO reserves the right to refuse registration or terminate access to any person or entity at its sole discretion, without obligation to provide reasons.

2.3  Amendments

ShipFinex FZCO may amend these Terms of Use at any time. Where amendments are material, ShipFinex FZCO will provide at least fourteen (14) calendar days’ prior written notice to registered Clients via email or in-Platform notification. Continued use of the Platform following the effective date of any amendment constitutes acceptance of the revised Terms. If you do not accept an amendment, you must cease using the Platform and close your account.

Amendments required by applicable law or VARA regulatory direction may take effect immediately upon notice.

3.  Regulatory Status and Nature of Services

3.1  VARA In-Principle Approval — Current Status

ShipFinex FZCO holds VARA In-Principle Approval No. IPA/26/01/002 for Virtual Asset Broker-Dealer Activity (“VA Broker-Dealer Services”), issued by VARA on 14 January 2026.

Important: Under the IPA, ShipFinex FZCO is not yet authorised to commence operations or conduct any VA Activity. No client-facing VA activities may be conducted until ShipFinex FZCO has obtained a full VASP Licence from VARA. These Terms of Use are prepared as the Client Agreement required under the IPA Post-IPA Conditions and will take operative effect only upon VASP Licence grant.

References in any ShipFinex communication to “VARA IPA” or “VARA In-Principle Approval” should not be construed as a representation that ShipFinex FZCO holds a full VARA licence.

3.2  Scope of Permitted Activity — Upon VASP Licence Grant

Upon obtaining a VASP Licence, ShipFinex FZCO will be authorised to conduct VA Broker-Dealer Services subject to the conditions below:

• ShipFinex FZCO is restricted to distributing Maritime Asset Tokens (MATs) issued by its affiliated offshore entity. It shall not distribute any other virtual asset without obtaining prior VARA approval.

• ShipFinex FZCO may serve Retail Investors, Qualified Investors, and Institutional Investors.

• ShipFinex FZCO must comply at all times with all applicable requirements of the VARA VA Broker-Dealer Services Rulebook.

Permitted activities upon licence grant include:

• facilitating the primary placement of MATs on behalf of affiliated SPV issuers;

• operating a secondary marketplace enabling Client-to-Client MAT trading; and

• acting as principal counterparty in USDC settlement transactions connected to MAT dealings.

The following activities are outside the scope of ShipFinex FZCO’s permitted activities and are not offered on the Platform:

• custody or safekeeping of Client virtual assets (ShipFinex FZCO does not hold, control, or access any Client virtual asset);

• provision of clearing services for third-party Virtual Asset Service Providers (VASPs);

• standalone stablecoin dealing, exchange, or transfer services independent of MAT transactions;

• provision of investment advice or portfolio management;

• provision of fiat-to-crypto or crypto-to-fiat exchange services as a standalone product;

• distribution of any virtual asset other than MATs issued by its affiliated offshore entity, without prior VARA approval; and

• issuance of MATs in its own name (MATs are issued by SPVs acting through the affiliated offshore entity, not by ShipFinex FZCO).

  
  

3.3  Principal Dealing Model

In USDC-denominated transactions on the Platform, ShipFinex FZCO acts as principal — dealing from its own pre-funded corporate USDC treasury — rather than acting as a pure agent transmitting client funds. Fiat currency received from Clients is routed via ShipFinex FZCO’s operational transit account (held with a regulated UAE banking partner) and does not constitute a Client Money Account (CMA). ShipFinex FZCO does not maintain a CMA and does not hold Client funds or Virtual Assets on a custodial basis at any time.

Each USDC purchase or redemption instruction by a Client results in a bilateral principal transaction between the Client and ShipFinex FZCO. Settlement is effected directly between ShipFinex FZCO’s corporate treasury wallet and the Client’s self-custodied Fireblocks wallet.

3.4  Role as Broker-Dealer vs. Issuer

ShipFinex FZCO acts exclusively as VARA-regulated broker-dealer and distribution platform. Each MAT offering is issued by a distinct SPV, which is the legal issuer and beneficial owner of the underlying vessel. The SPV is responsible for the Offering Prospectus, ongoing vessel management, income distribution, and all SPV-level obligations. ShipFinex FZCO facilitates distribution and secondary trading only.

Clients should read the Offering Prospectus for each vessel offering, which contains SPV-specific risk disclosures, valuation methodology, use of proceeds, and exit mechanism details.

4.  Account Registration and Identity Verification

4.1  Registration Process

To access Platform services, you must complete the registration process, which includes providing accurate and complete personal and/or entity information, submitting identity documentation, and completing the KYC/AML verification process administered via Sumsub (ShipFinex FZCO’s third-party identity verification provider).

You agree to:

• provide true, accurate, current, and complete information during registration and at any time thereafter upon ShipFinex FZCO’s request;

• promptly update your information if it changes; and

• not register under false pretences, create fictitious accounts, or impersonate any person or entity.

4.2  Account Security

You are responsible for maintaining the confidentiality and security of your account credentials, including your password, two-factor authentication credentials, and any linked Fireblocks wallet keys. ShipFinex FZCO will never ask for your password or private key. You must notify ShipFinex FZCO immediately at [email protected] if you suspect unauthorised access to your account.

ShipFinex FZCO is not liable for any loss or damage arising from your failure to maintain account security, including loss resulting from unauthorised access using your credentials.

4.3  Ongoing Monitoring and Refresh

ShipFinex FZCO conducts ongoing transaction monitoring and periodic KYC refresh as required by VARA AML/CFT regulations. You agree to cooperate with reasonable requests for updated documentation or information. Failure to cooperate may result in account restriction or termination.

4.4  One Account Per Client

Each individual or legal entity may maintain only one account on the Platform. Creating multiple accounts is prohibited and may result in immediate account suspension and reporting to VARA or relevant authorities.

5.  Maritime Asset Tokens (MATs) and the SPV Structure

5.1  Nature of MATs

A Maritime Asset Token (MAT) represents a fractional beneficial ownership interest in an SPV that holds registered legal title to a single vessel. MATs are issued as ERC-3643 identity-bound tokens on the Polygon blockchain. ERC-3643 is a permissioned token standard that restricts transfer to verified, whitelisted wallet addresses; MATs cannot be transferred to any wallet that has not been verified on the ShipFinex Platform.

MATs are VARA-regulated virtual assets and are treated as Real World Asset (RWA) tokens. As beneficial interests in physical maritime assets, MATs have intrinsic underlying value derived from the appraised market value and operational income of the underlying vessel. MATs are not speculative utility tokens and do not derive value solely from market sentiment. However, MAT values are subject to market, operational, and macroeconomic risks. See Section 11 and the applicable Offering Prospectus for full risk disclosure.

5.2  SPV Structure

Each vessel offering involves a distinct SPV incorporated to hold that vessel. The SPV is the legal issuer of the MATs and holds registered title to the vessel. The SPV is not ShipFinex FZCO. By acquiring MATs, you acquire a beneficial interest in the SPV, not in ShipFinex FZCO or any ShipFinex group entity.

Key characteristics of the SPV structure:

• Ring-fenced: each SPV holds a single vessel; its assets and liabilities are separate from ShipFinex FZCO and from other SPVs.

• Governance: the SPV is governed by its constitutive documents; MAT holders have rights as defined in the Offering Prospectus.

• Income distribution: net vessel earnings (charter hire less operating costs) are distributed periodically to MAT holders’ Fireblocks Wallets in USDC.

• Exit: exit mechanisms are described in the Offering Prospectus and may include secondary market sale, vessel sale, or other liquidity events.

5.3  Vessel Valuation

The valuation methodology used for each vessel is disclosed in the relevant Offering Prospectus and consists of:

• Primary valuation: average of (i) the VesselsValue.com API market valuation and (ii) an independent valuation obtained from a panel shipbroker who is a member of the Baltic Exchange;

• Variance trigger: where valuations (i) and (ii) diverge by more than 5%, a third independent Baltic Exchange member broker valuation is obtained and averaged with the closer of the first two;

• Extras adjustment: additions for on-board bunkers, spares, and stores as documented at the time of valuation.

Vessel valuations are conducted at the time of offering and periodically thereafter as disclosed in the Offering Prospectus. Past valuations are not indicative of future values.

5.4  Two-Tier Agreement Model

Your relationship with the Platform and with any individual MAT investment is governed by a two-tier agreement structure:

• Tier 1 — Platform Terms (this document): governs your access to and use of the ShipFinex platform and applies to all Clients.

• Tier 2 — MAT Subscription Agreement and Offering Prospectus: governs your investment in any specific MAT offering. You must sign a separate Subscription Agreement and acknowledge the relevant Offering Prospectus for each vessel in which you invest. The Offering Prospectus is issued by the SPV and distributed by ShipFinex FZCO as broker-dealer.

In the event of a conflict between these Platform Terms and a MAT Subscription Agreement, the Subscription Agreement shall prevail in relation to the specific offering to which it applies.

6.  Wallet Architecture and Settlement

6.1  Non-Custodial Fireblocks Wallet

Upon completion of onboarding, each Client is provisioned with a dedicated non-custodial Multi-Party Computation (MPC) wallet via Fireblocks, Inc. (“Fireblocks”). The Fireblocks wallet uses threshold signature scheme (TSS) cryptography, meaning private key material is split across multiple parties and no single party holds a complete private key.

ShipFinex FZCO explicitly does not:

• hold, control, store, or have access to any private keys associated with your Fireblocks wallet;

• maintain any omnibus wallet containing Client virtual assets;

• have the ability to transfer, encumber, or dispose of any virtual asset held in your Fireblocks wallet without your instruction; or

• provide custodial services of any kind.

Your Fireblocks wallet is your self-custodied wallet. Loss of access credentials or recovery information may result in permanent loss of access to virtual assets held in your wallet. ShipFinex FZCO cannot recover your wallet access on your behalf.

6.2  USDC as Settlement Currency

All MAT transactions on the Platform — including purchases, redemptions, secondary market trades, and income distributions — are denominated and settled in USDC. USDC is not issued by ShipFinex FZCO. ShipFinex FZCO does not offer standalone stablecoin dealing, exchange, or transfer services. USDC is used on the Platform exclusively as the settlement and denomination currency for MAT transactions.

ShipFinex FZCO maintains a corporate USDC treasury to facilitate principal dealing. The USDC held in ShipFinex FZCO’s corporate treasury is ShipFinex FZCO’s own corporate asset, not Client money.

6.3  Fiat On-Ramp and Payment Processing

ShipFinex FZCO provides a fiat-to-USDC conversion pathway to enable Clients to fund their platform activity. Fiat payments are accepted via bank transfer. Accepted fiat currencies and minimum amounts are displayed in the Platform at the time of transaction.

Fiat funds received from Clients are routed via ShipFinex FZCO’s operational transit account held with Hubpay (a UAE-regulated financial institution). This is an operational transit account and is not a Client Money Account (CMA). Fiat funds pass through this account in the ordinary course of settling USDC-denominated transactions and are not held on a client money basis at any time.

Income distributions from SPVs are credited directly to Clients' Fireblocks Wallets in USDC.

Card payments, alternative payment rails, and third-party PSPs not described above are not currently available on the Platform.

6.4  Transaction Finality

Blockchain transactions, once confirmed on the Polygon network, are irreversible. ShipFinex FZCO cannot reverse, cancel, or retrieve any virtual asset transaction that has been submitted to the blockchain and received the requisite number of confirmations. You are solely responsible for verifying transaction details (including wallet addresses) before confirming any transaction.

7.  Fees and Charges

7.1  Fee Schedule

ShipFinex FZCO charges fees for certain Platform services, including primary issuance fees, secondary market trading fees, and income distribution fees. The current fee schedule is published on the Platform and at shipfinex.io/fees. Fees are stated in USDC unless otherwise specified.

By executing a transaction, you agree to pay the applicable fees as displayed at the point of transaction. Fees are deducted automatically from transaction proceeds where applicable.

7.2  Fee Changes

ShipFinex FZCO may revise its fee schedule upon fourteen (14) calendar days’ written notice to registered Clients. Your continued use of the Platform following the effective date of a fee revision constitutes acceptance of the revised fees.

7.3  Third-Party Costs

In addition to ShipFinex FZCO fees, you may incur blockchain network transaction fees (gas fees on the Polygon network), fiat banking fees, and costs charged by third-party service providers. These third-party costs are outside ShipFinex FZCO’s control and are not included in the published fee schedule. Gas fees on the Polygon network are currently low but may fluctuate.

7.4  No Hidden Charges

ShipFinex FZCO will not charge any fee that is not disclosed in the published fee schedule or agreed in writing at the point of transaction.

8.  Investor Eligibility and Classification

8.1  Classification Categories

ShipFinex FZCO classifies Clients into investor categories in accordance with VARA regulations and applicable UAE law. Your classification determines the products available to you and any applicable investment limits. Classification categories currently include:

• Retail Client: a Client who does not meet the criteria for Qualified or Professional classification. Subject to transaction limits and product restrictions during the Initial Release period.

• Qualified Investor: a Client who meets applicable financial sophistication and net worth criteria under UAE law. Eligibility is assessed during onboarding.

• Professional / Institutional Client: an entity that qualifies as a financial institution, regulated entity, or large corporate under applicable criteria. Subject to a separate onboarding process.

8.2  Classification Process

Your classification is determined during onboarding based on information and documentation you provide. You must notify ShipFinex FZCO immediately if your circumstances change such that your classification may have changed. Misrepresentation of your classification is a breach of these Terms and may be an offence under applicable law.

8.3  Investment Limits During Initial Release

During the Initial Release period, ShipFinex FZCO may impose investment limits by Client category or by individual Client. Current limits are displayed in the Platform. ShipFinex FZCO may revise limits at any time with reasonable notice.

9.  Restricted Jurisdictions and Prohibited Conduct

9.1  Prohibited Conduct

In using the Platform, you must not:

• violate any applicable law, regulation, or regulatory requirement;

• use the Platform for money laundering, terrorist financing, sanctions evasion, tax evasion, fraud, or any other financial crime;

• engage in market manipulation, wash trading, spoofing, layering, or any other form of market abuse;

• use automated scripts, bots, or other non-human tools to access or interact with the Platform without ShipFinex FZCO’s prior written consent;

• attempt to hack, penetrate, disrupt, or interfere with the Platform or its underlying infrastructure;

• use the Platform to transmit malware, viruses, or harmful code;

• create multiple accounts, or create accounts on behalf of persons who are not eligible under these Terms; or

• attempt to circumvent any geographic restriction, transaction limit, investor classification requirement, or AML/KYC control.

9.2  Consequences of Prohibited Conduct

ShipFinex FZCO reserves the right to immediately suspend or terminate your account, withhold pending transactions, report you to VARA or other applicable authorities, and pursue legal remedies if you engage in prohibited conduct. ShipFinex FZCO is not liable for any loss you suffer as a result of account suspension or termination following prohibited conduct.

9.3  Restricted Jurisdictions

The Platform is not available to persons resident in, or entities incorporated in, jurisdictions where ShipFinex FZCO does not hold the necessary regulatory approvals or where applicable law prohibits participation. Restricted Jurisdictions include, without limitation, the United States of America (absent applicable exemptions), Iran, North Korea, Syria, Cuba, and any jurisdiction designated as high risk by FATF.

The list of Restricted Jurisdictions is published on the Platform and updated periodically. You are responsible for ensuring your ongoing compliance with applicable access restrictions. ShipFinex FZCO uses geolocation and KYC data to enforce access restrictions and may block access from Restricted Jurisdictions at any time.

10.  Use of the Platform and Intellectual Property

10.1  Licence to Use

ShipFinex FZCO grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for personal investment purposes in accordance with these Terms. This licence does not include any right to copy, distribute, modify, create derivative works from, or commercially exploit any part of the Platform or its content.

10.2  Intellectual Property

All intellectual property rights in the Platform, including but not limited to software, interface design, trademarks, logos, databases, content, and documentation, are owned by or licensed to ShipFinex FZCO. Nothing in these Terms transfers any intellectual property right to you. The ShipFinex name and logo are trademarks of ShipFinex FZCO. You must not use them without prior written consent.

10.3  Client-Generated Content

If you submit any content to the Platform (such as support queries, ratings, or feedback), you grant ShipFinex FZCO a worldwide, royalty-free licence to use, reproduce, and display that content in connection with operating and improving the Platform. You represent that you own or have the right to submit such content.

11.  Risk Acknowledgements

11.1  No Custodial Risk

ShipFinex FZCO does not hold or control Client virtual assets. Any custodial services or arrangements are solely between you and your Fireblocks wallet infrastructure. You bear full responsibility for the security of your wallet access credentials. Loss of wallet access may result in permanent loss of the virtual assets held therein.

11.2  Maritime Asset Risk (RWA)

MATs are backed by real-world maritime assets (vessels). While this provides an intrinsic underlying asset value (including residual scrap and salvage value), MAT values are subject to the following maritime-specific risks:

• Vessel market value fluctuation: ship values are cyclical and influenced by freight market conditions, global trade volumes, fuel costs, and vessel age and condition;

• Income risk: charter income may vary significantly or cease entirely if the vessel is idle, undergoing repairs, or market rates decline;

• Technical and maintenance risk: unplanned repairs, technical failure, or regulatory detentions may reduce income or require additional capital from the SPV;

• Insurance risk: while each SPV maintains hull and machinery, protection and indemnity, and other applicable insurance in respect of the vessel (insurance is maintained by the SPV as registered vessel owner, not by ShipFinex FZCO), insurance may not cover all losses and insurers may dispute or decline claims;

• Total loss: in extreme circumstances a vessel may be declared a total loss. However, given the RWA nature of MATs, the value of an investment in a total loss scenario is expected to reflect residual scrap and salvage value rather than become wholly worthless;

• Regulatory risk: changes in maritime regulations (including environmental and emissions regulations) may increase operating costs or restrict vessel employment.

11.3  Liquidity Risk

MATs traded on the Secondary Market may have limited liquidity. There is no guarantee that a buyer will be available when you wish to sell, or at a price you consider acceptable.

11.4  Blockchain and Technology Risk

MATs are issued and transferred on the Polygon blockchain. Blockchain networks are subject to technical risks including network congestion, software vulnerabilities, consensus failures, and hard forks. ShipFinex FZCO is not responsible for losses arising from third-party blockchain infrastructure failure. Smart contract code, while audited, may contain unforeseen vulnerabilities.

11.5  Regulatory and Licensing Risk

ShipFinex FZCO currently holds an IPA, not a full VARA licence. Failure to obtain a full operational licence, or changes to the regulatory framework applicable to virtual assets or maritime RWA tokens in the UAE or other jurisdictions, could materially affect the Platform or individual MAT offerings. You acknowledge this risk.

11.6  USDC and Stablecoin Risk

USDC is a third-party stablecoin and is not issued or guaranteed by ShipFinex FZCO. While USDC is designed to maintain a 1:1 peg with the US dollar, this peg is not guaranteed and has been subject to temporary deviations in market stress scenarios. ShipFinex FZCO does not assume any liability for USDC de-pegging or issuer default. You should review Circle’s terms and disclosures directly.

11.7  No Investment Advice

Nothing on the Platform constitutes investment advice, financial advice, legal advice, or tax advice. ShipFinex FZCO is not your financial adviser. Before making any investment decision, you should obtain independent professional advice appropriate to your financial situation, investment objectives, and risk tolerance.

11.8  Concentration and Portfolio Risk

Investing in individual MAT offerings results in concentration in a single maritime asset and SPV. ShipFinex FZCO does not provide portfolio management services and does not manage your overall investment portfolio. You are responsible for your own diversification decisions.

12.  AML/CFT Compliance and Regulatory Cooperation

12.1  Compliance Programme

ShipFinex FZCO operates an AML/CFT compliance programme in accordance with VARA’s Virtual Assets and Related Activities Regulations 2023 and UAE Federal Decree-Law No. 20 of 2018 on Anti-Money Laundering and Combating Financing of Terrorism, as amended. ShipFinex FZCO reports to VARA monthly on financial activity and wallet addresses, and to goAML for suspicious transaction reports (STRs), as required.

12.2  Client Obligations

You agree that all funds and virtual assets you introduce to the Platform are derived from lawful sources. You agree to provide any information or documentation ShipFinex FZCO requests in connection with its AML/CFT obligations, including source of funds, source of wealth, and beneficial ownership information.

12.3  Reporting Obligations and Tipping-Off

ShipFinex FZCO is legally required to file Suspicious Activity Reports / Suspicious Transaction Reports with relevant authorities (including VARA and goAML) if it has reason to suspect money laundering, terrorist financing, or other financial crime. Filing such reports or taking related compliance actions is not a breach of these Terms and ShipFinex FZCO is protected from civil liability for good-faith compliance with these obligations. UAE law prohibits ShipFinex FZCO from informing you (“tipping off”) if a suspicious activity report has been filed in relation to your account.

12.4  Account Freezing and Seizure

ShipFinex FZCO is authorised to freeze or block account activity where required to do so by VARA, the UAE Central Bank, law enforcement authorities, court order, or applicable law. ShipFinex FZCO is not liable for any loss resulting from account freezing or seizure pursuant to a lawful authority direction.

13.  Privacy and Data Protection

ShipFinex FZCO processes personal data in accordance with its Privacy Policy, which is available at shipfinex.io/privacy-policy. The Privacy Policy explains what data we collect, how we use it, who we share it with, and your rights in relation to your personal data.

By using the Platform, you acknowledge that ShipFinex FZCO may share your personal data with:

• VARA and other UAE regulatory authorities as required by applicable law;

• Sumsub and other KYC/AML service providers for identity verification;

• Fireblocks Inc. in connection with wallet provisioning and transaction monitoring;

• SPV issuers and their legal/financial advisers in connection with MAT subscription processing;

• law enforcement authorities pursuant to a lawful demand; and

• other third parties as described in the Privacy Policy.

ShipFinex FZCO is the Data Controller in respect of personal data processed in connection with the Platform. The Compliance Officer / Data Protection Officer can be contacted at [email protected].

14.  Disclaimers and Limitation of Liability

14.1  Platform Availability

ShipFinex FZCO provides the Platform on an “as is” and “as available” basis. ShipFinex FZCO does not warrant that the Platform will be uninterrupted, error-free, secure, or free from viruses or other harmful components. Scheduled and unscheduled maintenance, regulatory requirements, or circumstances beyond ShipFinex FZCO’s control may cause Platform downtime. ShipFinex FZCO will use commercially reasonable efforts to provide advance notice of scheduled maintenance.

14.2  No Guarantee of Returns

ShipFinex FZCO makes no representation or warranty as to the investment performance of any MAT offering, the level of income distributions, or the future value of MATs. Past performance is not a reliable indicator of future results.

14.3  Limitation of Liability

To the fullest extent permitted by applicable law, ShipFinex FZCO and its directors, officers, employees, and affiliates exclude all liability for:

• any indirect, consequential, incidental, special, or punitive loss or damage;

• loss of profit, revenue, anticipated savings, or business opportunity;

• loss of or damage to data or information;

• investment losses arising from market movements or the performance of any MAT offering;

• losses arising from blockchain network failure, smart contract vulnerabilities, or third-party infrastructure failure;

• losses arising from your failure to secure your wallet access credentials; or

• losses arising from events beyond ShipFinex FZCO’s reasonable control (force majeure).

Where liability cannot be excluded by law, ShipFinex FZCO’s aggregate liability to you for any single claim or series of related claims shall not exceed the lesser of (a) the total fees paid by you to ShipFinex FZCO in the twelve months preceding the event giving rise to the claim, or (b) USD 10,000.

14.4  Indemnification

You agree to indemnify, defend, and hold harmless ShipFinex FZCO and its directors, officers, employees, agents, and affiliates from and against any claim, loss, liability, cost, or expense (including reasonable legal fees) arising from: (i) your use of the Platform; (ii) your breach of these Terms; (iii) your violation of any applicable law or third-party right; or (iv) any misrepresentation made by you to ShipFinex FZCO or to any third party in connection with your Platform use.

15.  Platform Changes, Suspension, and Termination

15.1  Service Changes

ShipFinex FZCO may modify, suspend, or discontinue any feature or service on the Platform at any time, including during the Initial Release period. Where changes materially affect existing investments or account holdings, ShipFinex FZCO will provide reasonable prior notice.

15.2  Account Termination by Client

You may close your account at any time by contacting [email protected]. Prior to closure, you must withdraw all virtual assets from your Fireblocks wallet and settle any outstanding transactions. ShipFinex FZCO will complete any pending transactions before processing account closure. Regulatory hold requirements may delay account closure.

15.3  Account Suspension or Termination by ShipFinex

ShipFinex FZCO may suspend or terminate your account immediately and without prior notice if:

• you breach these Terms;

• ShipFinex FZCO is required to do so by a regulatory directive, court order, or law enforcement request;

• ShipFinex FZCO reasonably suspects you of engaging in financial crime, fraud, or market abuse;

• you fail to provide requested KYC/AML documentation within a specified time;

• your account has been inactive for an extended period and applicable regulations require action; or

• ShipFinex FZCO ceases to hold its IPA or full licence, or is directed by VARA to suspend operations.

Upon termination, you will be given a reasonable opportunity to withdraw accessible virtual assets from your Fireblocks wallet, subject to any applicable regulatory hold. ShipFinex FZCO is not liable for losses arising from account termination for cause.

16.  Notices and Communication

Notices from ShipFinex FZCO to you will be delivered by email to your registered email address, by in-Platform notification, or by publication on the ShipFinex website. You are responsible for ensuring your registered email address is current and that you monitor Platform notifications. Notices sent by email are deemed delivered when transmitted; notices by publication are effective when posted.

Notices from you to ShipFinex FZCO must be sent by email to:

• General and account enquiries: [email protected]

• Compliance and regulatory matters: [email protected]

• Legal notices: [email protected]

Notices to ShipFinex FZCO are deemed delivered when received at the applicable address and acknowledged.

17.  Governing Law and Dispute Resolution

17.1  Governing Law

These Terms of Use and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of the Emirate of Dubai and, where applicable, the federal laws of the United Arab Emirates.

17.2  Informal Resolution

Before commencing any formal dispute resolution process, you agree to contact ShipFinex FZCO at [email protected] to attempt to resolve the dispute informally within thirty (30) days of the dispute arising.

17.3  Arbitration

If a dispute cannot be resolved informally within thirty (30) days, it shall be referred to and finally resolved by arbitration under the Rules of the Dubai International Arbitration Centre (DIAC), as amended from time to time. The seat of arbitration shall be Dubai, UAE. The language of arbitration shall be English. The arbitral tribunal shall consist of one arbitrator unless the amount in dispute exceeds USD 500,000, in which case three arbitrators shall be appointed. The arbitral award shall be final and binding.

Notwithstanding the above, ShipFinex FZCO reserves the right to seek urgent injunctive or other equitable relief from a court of competent jurisdiction.

17.4  Complaints to VARA

Nothing in these Terms prevents you from filing a complaint with VARA using VARA’s prescribed inquiry and escalation management system (IEMS). ShipFinex FZCO’s internal complaints handling process is described in the Complaints Handling Procedure available at shipfinex.io/legal.

18.  General Provisions

18.1  Entire Agreement

These Terms of Use, together with the Privacy Policy, Risk Disclosure Statement, and any applicable MAT Subscription Agreement and Offering Prospectus, constitute the entire agreement between you and ShipFinex FZCO in relation to your use of the Platform, and supersede all prior and contemporaneous agreements, representations, and understandings.

18.2  Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, severed from these Terms. The validity and enforceability of the remaining provisions shall not be affected.

18.3  No Waiver

ShipFinex FZCO’s failure or delay in exercising any right, power, or remedy under these Terms shall not operate as a waiver of that right, power, or remedy. A waiver of any breach does not constitute a waiver of any subsequent breach.

18.4  Assignment

You may not assign or transfer any rights or obligations under these Terms to any third party without ShipFinex FZCO’s prior written consent. ShipFinex FZCO may assign its rights and obligations under these Terms to an affiliate or successor entity with reasonable prior notice.

18.5  Force Majeure

ShipFinex FZCO shall not be liable for any failure or delay in performance arising from circumstances beyond its reasonable control, including natural disasters, acts of war, government actions, regulatory directives, telecommunications failures, cyberattacks, blockchain network failures, or pandemic events. ShipFinex FZCO will use commercially reasonable efforts to resume performance as soon as practicable.

18.6  Third-Party Rights

A person who is not a party to these Terms has no right to enforce any provision of these Terms under any applicable third-party rights legislation, except that SPV issuers may enforce provisions relating to MAT offerings to the extent expressly stated in the applicable Offering Prospectus.

18.7  Language

These Terms of Use are drafted and shall be interpreted in English. Translations, if provided, are for convenience only. In the event of any conflict between the English version and any translation, the English version shall prevail.

18.8  Regulatory Disclosures

Additional regulatory disclosures required by VARA and applicable UAE law are published on the Platform and at shipfinex.io/legal. These disclosures include ShipFinex FZCO’s Broker-Dealer Disclosures, Client Asset Protection Statement, VARA Licence Information, AML/CFT Commitment, Conflicts of Interest Disclosure, Complaints Handling Procedure, and Risk Disclosure Statement.

Document Control

© ShipFinex FZCO. All rights reserved. IFZA Licence No. [IFZA-REGISTRATION-NUMBER]. VARA In-Principle Approval No. IPA/26/01/002.