TERMS OF SERVICE

2.1 Who These Terms Apply To

These Terms apply to all Users ("you", "your") who access, register for, or use the Tulu Asset platform and services ("Platform", "Services"), whether via mobile app, web interface, APIs, SDKs, white-label integrations, or any other medium.

2.2 Services Covered

• Digitally tokenizing real-world assets (e.g. real estate, art, securities) into blockchain-based tokens
• Holding, managing, and transferring those tokenized assets
• Fractional ownership mechanisms, enabling Users to own portions of assets
• Trading tokenized assets via integrated marketplaces or peer-to-peer transfer
• Custody and asset backing arrangements, where underlying physical or legal assets back tokens
• Developer tools, APIs, SDKs, white-label solutions, and sandbox access for integration and embedding of Tulu Asset functionalities

2.3 Jurisdiction and Regulatory Limits

The use of the Platform and Services is subject to applicable local and international laws, regulations, and approvals. Users in jurisdictions where asset tokenization, trading, or custodial services are restricted or prohibited are expected to comply with those restrictions and may be blocked from participating in certain Services.

2.4 Limitations and Exclusions

These Terms do not apply to services offered under separate or additional contractual agreements (e.g., bespoke custody agreements, strategic partnerships) unless explicitly incorporated. We may restrict or refuse access to certain asset classes or functionalities (e.g., tokens for regulated securities) based on regulatory compliance, licensing, risk, or policy decisions. The Platform provides technological facilitation, and does not itself always act as custodian or legal owner of underlying assets (unless expressly stated).

4.1 Minimum Age and Legal Capacity

You must be at least eighteen (18) years of age (or the legal age of majority in your jurisdiction, if higher) to use Tulu Asset's Services. You must have full legal power and capacity to enter into and perform under these Terms. You must not be barred from using the Services by any applicable global law, regulation, or court order; and you represent and warrant that your use of the Platform does not violate any (international) sanction laws, export controls, or applicable restrictions.

4.2 Legal Entity

If you are registering or acting on behalf of a legal entity (e.g. company, trust, organization), you must have the authority to bind that entity to these Terms. You represent and warrant that you are duly organized, validly existing, and in good standing under the laws of the jurisdiction of your incorporation.

4.3 Prohibited Persons and Jurisdictions

You shall not be a person or entity that is prohibited from participating in financial transactions under applicable laws or foreign sanctions. You must not access or use the Platform from a jurisdiction where tokenization, trading of digital assets, or related services are illegal or restricted, unless you have obtained all necessary governmental approvals.

4.4 Verification and Documentation

To confirm eligibility and legal capacity, we may require identity documents (e.g. government-issued ID, proof of address) or corporate documents. You authorize us to verify the information you provide through third-party providers.

4.5 Ongoing Eligibility

Your eligibility and legal capacity are conditions continuing throughout your use of the Platform. If at any time you no longer satisfy these eligibility criteria, you must inform us immediately.

5.1 Binding Acceptance

By accessing, registering for, or using the Tulu Asset platform or any part of its Services, you accept and agree to be bound by these Terms of Service, including all policies, guidelines, and documents incorporated by reference.

5.2 Modifications and Updates

We may from time to time revise, amend, or update these Terms. In such cases, we will provide notice indicating the effective date of the changes. Your continued use of the Platform after the effective date constitutes your acceptance of the revised Terms.

5.3 Entire Agreement

These Terms, together with any documents or policies expressly referenced herein, constitute the entire agreement between you and us regarding your use of the Platform, and supersede all prior agreements relating to the same subject matter.

6.1 Platform Overview

Tulu Asset provides a blockchain-powered platform through which Users may access services related to the tokenization, management, custody, trading, and transfer of digital representations of real-world assets ("Tokenized Assets"). The Platform is part of the Tulu Pay ecosystem, designed to deliver secure, transparent, and accessible asset management solutions across Africa.

6.2 Main Service Features

• Asset Tokenization — minting tokens linked to underlying real-world assets and maintaining token ledgers.
• Fractional Ownership — enabling multiple Users to share ownership of high-value assets.
• Custody and Asset-Backing Arrangements — underlying assets held by approved custodial partners unless otherwise specified.
• Trading and Transfer — offers, bids, or trades via integrated marketplaces or P2P mechanisms.
• Portfolio Dashboards and Analytics — token holdings, performance, valuation, and transaction history.
• White-label Integration, Developer Tools, API and SDKs — sandbox access for embedding Tulu Asset functionality.
• Compliance, Verification, and Security — KYC/AML, transaction screening, encryption, and audit logging.

6.3 Limitations and Conditions

The Platform reserves the right to restrict or prohibit access to tokenization or trading for certain asset classes, jurisdictions, or Users as necessary for regulatory compliance. The Platform may revise, suspend, or discontinue any service component at its discretion, with notice as required under these Terms.

6.4 Service Level and Availability

The Platform aims to provide continuous availability subject to scheduled maintenance, force majeure, or disruptions beyond control, but does not guarantee uninterrupted service.

7.1 Account Registration

To access and use the Platform's Services, you must register for an account by providing truthful, accurate, complete, and up-to-date information. You are responsible for all actions performed under your Account and must notify us immediately of any suspected unauthorized access.

7.2 KYC / Identity Verification

As a condition to using certain Services, you must complete identity verification, which may require:

• A government-issued identification (passport, national ID, driver's license)
• Proof of address (utility bill, bank statement, etc.)
• Corporate documents, if registering on behalf of an entity
• Any additional documentation we deem necessary (e.g. source-of-funds)

7.3 Verification Results and Access

If verification is incomplete or unsatisfactory, we may restrict functionalities, impose transaction limits, refuse to activate your Account, or terminate it entirely.

7.4 Ongoing Monitoring and Re-Verification

We may periodically revalidate your account, especially with increased transaction volume, access to higher-risk Services, or a change in your risk classification.

7.5 Representations and Authorization

You represent and warrant that all information and documents you provide are genuine, unaltered, and not misleading, and authorize us to verify and share this information with regulatory or law enforcement agencies as required.

7.6 Privacy and Data Handling

Your personal data and verification information will be handled in accordance with our Privacy Policy and applicable data protection laws.

8.1 API Access and Authorization

Subject to your compliance with these Terms, we may grant you access to one or more of Tulu Asset's APIs or SDKs. Access is a privilege, not a right, and may be revoked, suspended, or terminated at any time for cause.

8.2 Permitted Integrations and Use

You may integrate your systems with Tulu Asset via the APIs, subject to your permission scope, and shall only use the API for lawful and authorized purposes.

8.3 Integration Standards and Requirements

You must follow our API documentation, versioning policies, and usage limits; implement error handling and safeguards; ensure data integrity and encryption in transit; and must not attempt to circumvent usage controls.

8.4 Security and Access Management

You are responsible for securing your integration environment and protecting API credentials, and must notify us immediately of any suspected compromise.

8.5 Rate Limits, Throttling and Quotas

We may impose rate limits and quotas to ensure fair use and platform stability, and may throttle or suspend access temporarily if these are exceeded.

8.6 Monitoring, Logging and Auditing

We may monitor API usage, logs, and audit trails to ensure compliance and security, and may limit or terminate access if abuse is detected.

8.7 Changes, Deprecation and Versioning

We may introduce new API versions or deprecate older ones. You are responsible for migrating your integration within the specified timeframe.

8.8 Liability and Indemnification

We do not guarantee the APIs will be error-free or uninterrupted. You agree to indemnify us from any loss arising from your integration or misuse of the API.

8.9 Termination of API Access

We may suspend or terminate your API access for violations of these Terms, security threats, or operational considerations. Upon termination, you must cease all API calls and destroy cached credentials.

9.1 Fees

Use of certain Services is subject to Fees as disclosed on the Platform. We reserve the right to introduce, change, or discontinue any Fee, with notice of material changes prior to implementation. Fees are non-refundable except as expressly stated otherwise.

9.2 Payment and Deduction

Fees may be deducted automatically from your Account or transaction proceeds. If a Fee payment fails, we may suspend your access to Services or restrict your ability to transact.

9.3 Settlement of Transactions

Settlement may occur via transfer of token ownership on the blockchain, movement of custody records, or fiat currency transfers. Finality is subject to confirmation, and transactions may be reversed, delayed, or adjusted prior to finality.

9.4 Settlement Delays and Reconciliation

We may delay settlement or withhold funds to complete compliance, AML/KYC reviews, or fraud checks, and will investigate and correct any discrepancies.

9.5 Disputes and Chargebacks

Settlement or transaction disputes must be notified to us in writing within a reasonable period. You agree not to initiate chargebacks without following our dispute resolution process.

9.6 Taxes, Duties and Withholding

You are solely responsible for any taxes or duties arising from your use of the Platform, and we may withhold applicable amounts as required by law.

9.7 Promotions and Fee Adjustments

We may offer promotional fee waivers or discounts, subject to specific terms and subject to revocation or modification at any time.

9.8 Termination and Outstanding Balances

On termination, outstanding Fees remain due and payable, and may be offset against remaining balances or assets in your Account.

10.1 Right to Suspend or Restrict

We reserve the right, in our sole discretion, to suspend, restrict, or freeze your Account for reasons including:

• Suspected or actual violation of these Terms
• Suspicious, fraudulent, or illegal activity
• Non-compliance with KYC/AML/CFT requirements
• Regulatory, legal, or law enforcement request
• Security threats or system integrity concerns
• Technical issues, maintenance, or upgrades
• Requests from custodians, banks, or third-party service providers

10.2 Notice and Duration

Where feasible, we will provide notice of the suspension along with a general reason and any steps required to remedy the situation.

10.3 Freezing of Assets

In high-risk or regulatory scenarios, we may freeze specific Assets, tokens, or funds in your Account until released by us or a judicial order.

10.4 User Cooperation and Information Request

You must promptly provide requested documentation or evidence to investigate or resolve the issue. Failure to comply may extend the restriction or lead to permanent closure.

10.5 Reinstatement and Appeal

If you address the cause of suspension, we may reinstate full access. You may have the right to appeal via our dispute resolution process.

10.6 No Liability for Good Faith Actions

We shall not be liable for loss arising from our decision to suspend, freeze, or restrict access, so long as such actions are taken in good faith.

10.7 Survival of Rights and Obligations

Suspension or freezing does not affect your obligations under these Terms. Provisions concerning liability, confidentiality, and data retention survive suspension or termination.

11.1 Tulu Asset's Obligations

• Lawful Processing and Purpose Limitation — we process personal data only for legitimate, specified purposes.
• Data Minimization and Accuracy — we collect the minimum data necessary and keep it accurate and up to date.
• Transparency and Consent — we provide notice of collected data and obtain consent where required.
• Security and Confidentiality — we employ encryption, access controls, and regular security testing.
• Retention and Deletion — data is retained only as long as necessary, then deleted or anonymized.
• Data Subject Rights — we respect and facilitate access, correction, erasure, objection, and portability rights.
• Cross-Border Transfers — we implement adequate safeguards for transfers outside your jurisdiction.
• Third-Party Processors — sub-processors are bound by confidentiality and data protection obligations.
• Breach Notification — we notify you and relevant authorities of breaches likely to result in risk.
• Audit and Compliance — we may undergo external audits and cooperate with supervisory authorities.

11.2 Your (User's) Obligations

• Provide accurate, complete, and true personal data, and promptly correct changes
• Use data only in compliance with these Terms, our Privacy Policy, and applicable law
• Keep account credentials and API keys secure and notify us of any suspected breach
• Warrant you have authority or consent when providing third-party personal data
• Cooperate with rights requests, audits, or compliance inquiries as reasonably required
• Be liable for damages if your actions lead to a data breach or misuse

12.1 Use of Third-Party Providers

Tulu Asset may partner or contract with third-party providers, including:

• Identity verification / KYC / AML screening
• Data hosting, cloud infrastructure, storage, and backups
• Payment, fiat on/off ramp, and exchange services
• Analytics, monitoring, logging, and auditing
• Customer support, notifications, and messaging
• API/integration interfaces, SDKs, or middleware
• Security, encryption, and cryptographic key management
• Compliance, regulatory reporting, and legal services

12.2 Delegated Obligations and Liability

We remain ultimately responsible for compliance when outsourcing functions, and exercise commercially reasonable care in selecting and supervising Third Parties.

12.3 Your Use of Third-Party Integrations

Where Tulu Asset integrates with external services, your access is subject to their respective terms. We are not responsible for the performance of such services beyond what is expressly stated in our Terms.

12.4 Data Sharing with Third Parties

Shared data is limited to what is strictly required, and providers must abide by confidentiality and data protection obligations equivalent to ours.

12.5 Audit and Right to Inspect

We reserve the right to audit or inspect the performance and compliance of Third Parties, and may terminate contracts or migrate services in the event of a breach.

12.6 Limitation of Liability for Third-Party Acts

We shall not be liable for acts or omissions of Third Parties, except to the extent caused by our negligence in selecting or overseeing such providers.

12.7 Outsourcing Changes and Notification

We will notify Users in advance of material outsourcing changes that may impact security, privacy, or terms of use.

12.8 Continuity and Transition

If a Third Party ceases operations, we will manage a seamless transition to minimize interruption to your use of the Service.

13.1 Cap on Liability

Our total aggregate liability to you shall be limited to the lesser of the total Fees you have paid in the 12 months preceding the claim, or a specified cap amount. This cap applies even if we knew of the possibility of such damages.

13.2 Exceptions and Non-Excludable Rights

These limits do not apply to damages resulting from willful misconduct or gross negligence, or where limitation is prohibited by applicable law.

15.1 Termination by Tulu Asset

We may suspend, limit, or terminate your access at any time, including for:

• Your breach or violation of these Terms
• Failure to cure a material breach within a reasonable timeframe
• Your ineligibility, misrepresentation, or fraudulent behavior
• Requirements by applicable law, regulation, or court order
• Technical, security, or operational issues
• Undue legal, regulatory, or reputational risk to us
• Your request to terminate your account

15.2 Termination by You

You may terminate your account at any time by sending a termination request and ceasing all use of the Service, and should withdraw or transfer your assets prior to termination.

15.3 Effect of Termination

Your right to access the Service ceases immediately upon termination. Outstanding obligations survive, and pending transactions may be cancelled if legally or technically feasible.

15.4 Notice of Termination

We may provide notice via email or in-app notification, though in certain cases we may terminate immediately without prior notification.

15.5 No Liability for Termination

We will not be liable for termination or suspension of the Service, except to the extent required by applicable law.

15.6 Post-Termination Assistance

We may, at our sole discretion, allow a limited wind-down period to permit withdrawal or transfer of assets, subject to compliance checks.