TERMS OF USE FOR THE TIE INC. CANTARA APP

These terms of use are entered into by and between you, the customer (the “Customer,” “You,” or “Your”) and The Tie Inc. (“The Tie,” “Company,” “We,” “Our,” or “Us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use” or “TOU”), govern Your access to and use of The Tie Inc. Cantara App (“Cantara” “Tie App,” or the “Product”).

You represent that You (i) are of a legal age sufficient to agree to these TOU in accordance with applicable law, (ii) have read, understand, and agree to be bound by these TOU, (iii) confirm that You have the authority to enter into these TOU and that it is legally binding and enforceable against You, subject to applicable law, and (iv) have all rights, permissions, and authorizations necessary to operate. If You are an entity, any reference to You or Customer will also include Your employees or Your authorized users of Cantara subject to the terms and conditions of these TOU.

Please read the TOU carefully. By using Cantara, You accept and agree to be bound and abide by these TOU and The Tie’s Privacy Policy, found at https://www.thetie.io/privacy-policy, incorporated herein by reference. If You do not agree to these TOU and/or the Privacy Policy, You must not access or use Cantara.

The Tie may revise and update these TOU from time to time and in Our sole discretion. All changes are effective immediately when We post them and apply to all access and use of the Tie App thereafter.

1. CHANGES TO THE TOU.

Your continued use of Cantara following the posting of revised TOU means that You accept and agree to be bound by the changes.

2. TIE APP LICENSE.

2.1 License Grant. Subject to these TOU and the applicable order form or online click-through registration form (each, a “Form” and the TOU and the Form together, the ”Agreement”), The Tie hereby grants to Customer, and Customer hereby accepts, a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-bearing license to use Cantara in connection with Customer’s products and services, solely in accordance with the restrictions set forth in Section 2.3 of these TOU. The Tie reserves the right, in its sole discretion, to require that a specific use case be designated by Customer and confirmed or approved by The Tie on a Form, or as otherwise agreed in writing by the parties (the “Use Case”). This license is revocable upon any breach of these TOU, the Form, or applicable law, and all rights not expressly granted herein are reserved by The Tie.

2.2 Access Rights. Customer may extend use of the Tie App to its affiliates, as long as (a) each affiliate agrees to be bound by these TOU, and (b) Customer is authorized to bind those affiliates to the TOU.

Customer (and its affiliates) may also allow subcontractors, consultants, and third-party developers (“Authorized Contractors”) to access Cantara, but only if (a) they need access to develop, maintain, or operate the Customer’s or affiliate’s information technology systems, and (b) they are bound by written agreements to comply with these TOU.

Customer shall be fully responsible to The Tie and its vendors and its licensors for full compliance with these TOU by persons for whom access rights have been granted hereunder.

2.3 License Restrictions for Product. Without limitation, Customer shall not, directly or indirectly (a) use the Tie App outside the scope of the License Grant in Section 2.1 or permit access to the Tie App other than as expressly provided herein or on the Form; (b) modify, translate, copy, reproduce, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Tie App, or remove, obscure, or alter any copyright, trademark, or other proprietary notices of The Tie; (c) except as expressly permitted by this Agreement, sell, rent, lease, distribute, sublicense, or otherwise transfer the Tie App or any portion thereof; (d) use the Tie App to create or offer a competing product or service; (e) use the Tie App in violation of any applicable law, regulation, or third-party rights (including data protection, privacy, and export laws); or (f) interfere with or disrupt the integrity, security, or performance of the Tie App or related systems.

2.4 Non-Exclusive License; Retained Rights for Product. All rights not expressly granted to Customer herein are retained by The Tie and/or, as applicable, its vendors or licensors. Customer has no ownership rights in Cantara. Cantara is licensed not sold. The Tie owns all rights, title, and interest (including all intellectual property rights) in Cantara, all components thereof, and any documentation). To the extent Customer obtains any right, title, or interest in or to any of the foregoing, Customer agrees to and hereby does assign to The Tie all of such right, title, and interest (including all intellectual property rights therein). The Tie expressly retains all rights to market, license, host and publicly release the Tie App without the participation or any rights of the Customer therein.

2.5 Customer Data and Customer Applications. Notwithstanding the provisions of Section 2.4 above, The Tie acknowledges and agrees that, as between Customer and The Tie, all data created or transmitted by Customer or its end users using Cantara (“Customer Data”) means any application developed by Customer (“Customer Application”). Customer Applications are solely owned by Customer, and The Tie shall have no right to access or use any of such Customer Data or Customer Applications for any purpose. Customer is solely responsible for the development, operation, maintenance, and support of the Customer Application, including, without limitation, all obligations and liabilities relating to Customer’s end users, Customer Data, and Customer Applications.

2.6 The Customer grants The Tie the right to use the Customer’s name, logo, and publicly-available descriptions of the Customer’s business for marketing, promotional, and publicity purposes, including on The Tie’s website, in press releases, and in other communications.

3. SUPPORT AND FUTURE FUNCTIONALITY.

3.1 Software Support. The Tie shall provide Customer with general support for Cantara between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time (ET), Monday through Friday, excluding U.S. federal holidays. For the avoidance of doubt, such support shall not include support for any Customer Applications.

In the event of a critical outage (defined as a complete loss of access to Cantara or a material degradation of functionality that significantly impacts Customer’s use), The Tie shall make commercially reasonable efforts to (a) provide extended support hours beyond the standard support window until the issue is resolved or a workaround is implemented; (b) prioritize the issue as a high-level of support escalation; (c) provide regular status updates to the Customer until resolution or workaround; and (d) assign dedicated technical resources to work continuously on the issue until service is restored to normal operation.

3.2 Future Functionality, Updates, and Beta Services. Customer agrees that its license and use of Cantara is not contingent on the delivery of any future functionality or content, nor dependent on any oral or written public comments made by The Tie regarding future functionality or content. The Tie may make changes to Cantara over time for any reason, without limitation. Customer acknowledges that The Tie’s changes to the content or format of Cantara may require Customer to obtain and use the most recent version of Cantara and that Customer is required to make any changes that are required for integration because of such changes at Customer’s sole cost and expense.

4. FEES AND REWARDS.

4.1 Fees/Canton Rewards. Cantara will be provided to Customer at the per-transaction fee and/or other fee(s) reflected on the Form or as otherwise agreed by the parties. However, certain features or services offered through the Tie App may be subject to separate terms, which will be presented to Customer for acceptance prior to Customer’s use of those features, subject to any applicable terms and conditions governing such rewards.

Customer may be eligible to receive Canton Coin Rewards (“Rewards”) using Cantara. Customer may share these Rewards with its end users as Customer shall determine. The Tie does not control the availability, amount, or timing of Rewards. Rewards are not guaranteed and may vary or be discontinued at any time with or without notice. Customer expressly acknowledges and agrees that The Tie will receive Rewards in connection with Customer’s use of Cantara.

4.2 No Guarantee or Endorsement. The availability or receipt of Rewards does not constitute an endorsement by The Tie, nor does it imply any representation or warranty regarding the value, usability, or redemption of such Rewards. Customer acknowledges that Rewards are offered subject to third-party terms and conditions that The Tie does not control.

4.3 Taxes. The Tie has no responsibility to withhold or remit any income or other taxes associated with the Rewards. Customer shall be solely responsible for determining, reporting, and remitting all applicable taxes related to any Rewards received under these TOU

5. REPRESENTATIONS, WARRANTIES COVENANTS AND DISCLAIMERS.

5.1 Mutual Representations and Warranties. Each party hereby represents and warrants to the other party that:

(a) such party is duly organized and validly existing under the laws of its jurisdiction of incorporation or organization and in good standing and duly qualified and licensed in each jurisdiction as necessary or applicable for the performance of its obligations as set forth in these TOU.

(b) such party is duly qualified to do business in its jurisdiction of organization and has obtained all necessary licenses and approvals from governmental authorities in each jurisdiction that requires such qualification, except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations under these TOU.

(c) the use of Cantara and performance of obligations under these TOU do not conflict with, violate, or result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any material agreement, or other instrument to which such party is bound.

(d) such party is in compliance with, and has policies and procedures in place designed to ensure its continued compliance during provision of/use of Cantara, and will comply with all applicable laws and regulations, including (i) all applicable anti-money laundering-related laws; (ii) all sanctions programs established under any applicable law imposing economic sanctions against a foreign country or person; (iii) the U.S. Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.) and/or any other applicable anti-bribery-related or anti-corruption-related law; and (iv) all applicable export laws, restrictions, and regulations of any United States or foreign agency or authority. Customer further covenants that it shall not export or re-export, or allow the export or re-export of any Product, technology, or information it obtains or learns pursuant to these TOU (or any direct Tie App thereof) in violation of any such laws, restrictions, or regulations and acknowledges that it has the responsibility to obtain and maintain all governmental approvals, consents, licenses, authorizations, declarations, filings, and registrations as may be necessary or advisable for compliance with these TOU

5.2 Disclaimers. CUSTOMER UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THESE TOU, THE TIE MAKES NO OTHER WARRANTIES REGARDING ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER, AND SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS OF ANY KNOWLEDGE OF CUSTOMER’S PARTICULAR NEEDS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE TIE DOES NOT WARRANT THAT THE FEATURES OR FUNCTIONS CONTAINED IN ANY TIE APP WILL MEET CUSTOMER’S REQUIREMENTS, THAT CUSTOMER’S USE OF ANY TIE APP WILL BE UNINTERRUPTED, OR THAT OPERATION OF ANY TIE APP WILL BE ERROR FREE.

THE TIE IS NOT A BROKER-DEALER OR INVESTMENT ADVISOR AND IS NOT REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES OR ABROAD. THE TIE DOES NOT OFFER OR PARTICIPATE IN OFFERS OF SECURITIES FOR SALE OR PROVIDE INVESTMENT ADVICE TO OTHERS. IN CONNECTION WITH CUSTOMER’S USE OF THE PRODUCT, THE TIE IS NOT FACILITATING ANY SECURITIES TRANSACTIONS, WHETHER AS A BROKER, DEALER, ISSUER, FINDER, ADVISOR, BUYER, SELLER, TRANSFER AGENT, OR INTERMEDIARY OF ANY KIND. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS, WHETHER IN THE UNITED STATES OR ABROAD, IN CONNECTION WITH ANY ISSUANCE, PURCHASE, OR SALE OF SECURITIES OR OTHER INVESTMENT PRODUCTS USING THE PRODUCT.

CANTARA MAY BE USED IN CONNECTION WITH THE CANTON NETWORK’S GLOBAL SYNCHRONIZER, WHICH IS OPERATED IN A DECENTRALIZED MANNER AND IS NOT OPERATED OR CONTROLLED BY THE TIE. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE OF CANTARA IN CONNECTION WITH THE GLOBAL SYNCHRONIZER, AND THE TIE SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING CUSTOMER’S USE OF CANTARA IN SUCH A MANNER.

6. INDEMINFICATION OBLIGATIONS.

6.1 Infringement Indemnity by The Tie.

(a) The Tie will defend any legal claim brought against Customer by a third party that alleges a Tie App infringes upon their intellectual property rights. The Tie will cover costs and damages finally awarded by a court (including reasonable legal fees and settlements). Except in cases of fraud or gross negligence by The Tie, this is Customer’s only remedy for intellectual property infringement related to a Tie App.

(b) The Tie’s obligation applies only if Customer (1) promptly notify The Tie in writing of the claim; (2) allows The Tie to control the defense and settlement (Customer may reasonably participate at its cost); and (3) provides The Tie with cooperation and assistance as needed.

(c) The Tie will not settle a claim without Customer’s prior written consent (which shall not be unreasonably withheld) if the settlement admits wrongdoing on Customer’s part or imposes restrictions on Customer.

(d) If the Tie App is, or may be, found to infringe upon the rights of a third party, The Tie may choose to (a) replace or modify the Tie App to avoid infringement; (b) obtain rights for Customer to continue using the Tie App; or (c) discontinue the Tie App without liability, while continuing to honor the indemnity obligations above.

(e) Other than in cases of fraud or gross negligence by The Tie, this Section 6.1 represents the sole and exclusive remedy of Customer and the entire liability and obligation of The Tie with respect to infringement or Infringement claims.

(f) The indemnity provisions of this section shall not apply if the claim results from (a) Customer’s use or distribution of the Tie App outside these TOU; (b) use that is not authorized or use in a way not intended; (c) modifications made by Customer or for Customer by a third party and not approved by The Tie in writing; (d) Customer’s failure to use an available updated version that would have avoided infringement; and (e) Customer’s continued use of the Tie App after being notified of a claimed infringement.

7. LIMITATION OF LIABILITY.

7.1 Disclaimer. NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY RELATING TO THESE TOU, INCLUDING FROM DEFECTS IN OR USE OF A PRODUCT, AND UNDER ANY THEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORT), EVEN IF SUCH PARTY IS INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Limitation of Liability. To the maximum extent permitted by applicable law, in no event shall The Tie, its affiliates, officers, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) Your use of or inability to use the Tie App; (b) third-party conduct or content on the Tie App; or (c) unauthorized access, use, or alteration of Your Customer Data. If specific jurisdictional limitations exist, The Tie’s liability will be fully limited as permitted by applicable law.

7.3 Limitation of Actual Damages. NEITHER PARTY’S CUMULATIVE LIABILITY TO THE OTHER PARTY IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TOU, INCLUDING ANY LICENSE OF OR PROVISION OF ACCESS TO A PRODUCT, AND THE USE, PERFORMANCE OR DISPOSITION OF ANY PRODUCT, SHALL EXCEED IN THE AGGREGATE ALL AMOUNTS PAID (OR PAYABLE) BY CUSTOMER TO THE TIE FOR SUCH TIE APP DURING THE TWELVE (12) MONTHS PRECEDING SUCH CLAIM. THIS SECTION 7.3 DOES NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 4.

7.4 Exclusions. THE LIMITATIONS IN SECTIONS 7.2 AND 7.3 SHALL NOT APPLY (A) TO ANY INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.1; (B) TO CLAIMS ARISING FROM ANY BREACH OF SECTION 8; (C) TO CLAIMS ARISING FROM ANY BREACH BY CUSTOMER OF SECTION 2.3; (D) WITH RESPECT TO A PARTY, CLAIMS ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTY; OR (E) TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

8. CONFIDENTIAL INFORMATION.

Confidential Information. Each party may receive certain non-public information from the other (“Confidential Information”). Confidential Information does not include information that is publicly available, already known, independently developed, or lawfully obtained without restriction. Each party agrees to use the other’s Confidential Information only as needed to perform under these TOU and not to disclose it except to personnel or advisors under reasonable confidentiality obligations. Upon termination, Confidential Information will be returned or destroyed at the disclosing party’s request.

9. TERMINATION.

9.1 Termination. Either party may terminate this Agreement (i) upon expiration of all Forms; (ii) for material breach not cured within thirty (30) days of notice (non-payment is a material breach); or (iii) immediately if the other party ceases business, becomes insolvent, or enters bankruptcy not dismissed within fifteen (15) days.

9.2 Continuing Obligations. The following provisions shall survive the expiration or termination hereof (a) the obligation of Customer to pay any accrued, but unpaid, Fees or other amounts owed to The Tie under this Agreement, and (b) the provisions of this Section 9.2 and the applicable provisions of Sections 2, 3, 6, 7, 8, and 10.

10. GENERAL PROVISIONS.

10.1 Customer Feedback. If Customer provides The Tie feedback or suggestions (“Feedback”) about any Product, Customer hereby grants to The Tie a non-exclusive, royalty-free, worldwide, irrevocable, and perpetual license to use such Feedback in connection with the design, development, implementation, and operation of the Product, provided that such use does not disclose Customer's confidential information or trade secrets. The Tie shall not disclose that Customer is the source of such Feedback. All Feedback is provided by Customer on an “as is” basis without warranty of any kind, and Customer shall have no liability whatsoever in connection with the provision of Feedback to, or its use by, The Tie.

10.2 Independent Contractors. The relationship of The Tie and Customer shall be that of independent contractors. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party has the authority to bind the other party or to incur any obligation on behalf of the other party or to represent itself as the other party’s agent or in any way that might result in confusion as to the fact that the parties are separate and distinct entities. Without limiting the generality of the foregoing, neither party shall make any representations, warranties, or covenants of any kind on behalf of the other party.

10.3. No Implied Waivers; Interpretation. Failure to enforce any provision of these TOU is not a waiver. “Including” means “including without limitation.”

10.4 Severability. If any provision of these TOU is unenforceable, the rest remain in effect, and the provision will be modified to reflect the parties’ intent as closely as possible.

10.5 Injunctive Relief. A breach of Sections 2.3 or 8 may cause irreparable harm. The non-breaching party may seek injunctive or equitable relief without posting a bond, in addition to other remedies.

10.6 Non-Exclusive Remedies. All remedies under these TOU are cumulative and not exclusive.

10.7 Entire Agreement. These TOU, including any applicable Forms, constitute the entire agreement between the parties and supersede all prior discussions or agreements.

10.8 Notices. Notices must be in writing (including email). Notices to The Tie should be sent to legal@thetie.io.

10.9 Governing Law; Jurisdiction. THIS AGREEMENT IS DEEMED TO BE MADE UNDER AND SHALL BE CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS. THE PARTIES HEREBY CONSENT TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS WITHIN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, FOR THE ADJUDICATION OF ALL MATTERS RELATING TO, OR ARISING UNDER, THIS AGREEMENT AND THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN ANY FORUM NON CONVENIENS. THIS AGREEMENT WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, THE APPLICATION OF WHICH IS HEREBY EXPRESSLY EXCLUDED. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING RELATING TO THIS AGREEMENT.

10.10 Force Majeure. Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, civil unrest, sanctions, strikes, or similar events. The affected party must use reasonable efforts to resume performance and promptly notify the other party where practicable.

Published August 26, 2025