TERMS & CONDITIONS

These Terms & Conditions ("Terms") form a legally binding contract between TFSF Ventures FZ-LLC ("TFSF", "we", "us") – incorporated under RAKEZ Free Zone Limited Liability Company Regulations – and you ("Client", "you").

By accessing our website, APIs, platforms, or engaging any service, you irrevocably accept these Terms, our Privacy Policy, and any Statement of Work ("SOW") or Service Agreement.

Non-acceptance? → Immediate cessation of use required. Continued use = deemed acceptance under UAE Federal Law No. 5/1985 (Civil Code), Art. 125.

TFSF delivers regulated-adjacent consultancy & tech services outside UAE Central Bank licensing but fully compliant with:

• UAE Federal Decree-Law No. 20/2018 (Anti-Money Laundering & Combating Terrorism Financing)
• RAKEZ Commercial Companies Regulations
• UAE Cabinet Decision No. 10/2022 (Sanctions Compliance)

All deliverables remain subject to signed SOWs. No implied outcomes.

3.1 Proprietary AI Technology Framework

VentureScope.AI™, Labarna AI, and related TFSF Ventures technologies operate under a proprietary intelligence framework developed and owned by TFSF Ventures FZ-LLC.

This framework integrates licensed large-language model technologies within a uniquely engineered architecture that applies our own algorithms, data-classification logic, orchestration layers, and proprietary decision-engine controls.

All third-party AI components are used lawfully under license and remain the intellectual property of their respective owners. The resulting integration, optimization, and decision logic are exclusive to TFSF Ventures and form the Company's proprietary AI framework for business-intelligence, automation, and data-analysis solutions.

3.2 Scope of TFSF Intellectual Property Rights

TFSF retains perpetual, worldwide, royalty-free rights in all proprietary components including:

• Proprietary algorithms, data-classification logic, and decision-engine controls
• Orchestration layers and integration architecture
• Source code, frameworks, and software implementations
• Methodologies (e.g., "VentureForge™", "VentureScope.AI™")
• Trademarks: PulsePay Global™, Labarna AI, SmartRate AI™, AmplixAi™, VentureScope.AI™, Core Business Builder™
• Prompt engineering, context optimization, and output formatting systems
• Quality assurance filters, validation protocols, and bias detection mechanisms

3.3 Client Work Product Ownership

Client owns only final work product (reports, business plans, pitch decks, marketing materials) explicitly transferred in Statement of Work (SOW).

Client does NOT acquire any rights in:

• Underlying AI framework, algorithms, or decision logic
• Proprietary methodologies or processes used to generate outputs
• Platform technologies, software architecture, or integration systems
• Templates, frameworks, or reusable components

3.4 Prohibited Actions & Enforcement

The following actions constitute material breach and trigger immediate legal action:

• Reverse engineering, decompiling, or disassembly of TFSF platforms or AI systems
• Creating derivative works based on TFSF proprietary technology
• Attempting to extract, replicate, or recreate TFSF's algorithms or decision logic
• Unauthorized use of TFSF trademarks or brand elements
• Sharing, licensing, or sublicensing TFSF technology to third parties
• Using TFSF outputs to train competing AI models or systems

3.5 Third-Party Licensed Components

Client acknowledges that TFSF utilizes licensed third-party AI technologies (including but not limited to OpenAI, Google, Anthropic models) under applicable license agreements. These remain the intellectual property of their respective owners.

Critical Distinction: The value delivered to Client derives from TFSF's proprietary integration, optimization, and orchestration of these technologies—not from the underlying licensed components alone. TFSF's proprietary intelligence framework is what transforms raw AI capabilities into actionable business solutions.

3.6 Data and Training Rights

• TFSF may use aggregated, anonymized data to improve AI models and services
• Client-specific data is NOT used to train third-party models without explicit consent
• TFSF retains right to develop general-purpose methodologies based on project learnings
• Confidential information remains subject to Section 7 (Confidentiality)

For comprehensive details on AI technology architecture and governance, refer to ourAI Governance & Ethics Policy.

You warrant and covenant:

• 100% accurate KYC data (ID, UBO, source of funds)
• No sanctioned persons (OFAC, UN, EU, UAE Cabinet List)
• No use for ML/TF, fraud, or digital asset / cryptocurrency-related activities without prior written approval from TFSF. Clients operating under legacy digital asset engagement terms remain subject to the conditions of their executed Statement of Work and applicable addendum.
• Payment within 15 days net (default = 2% monthly late fee, UAE Commercial Code)
• Immediate notification of any regulatory inquiry

Breach = automatic suspension + AED 250,000 penalty.

All fees non-refundable post-SOW signature (UAE Civil Code Art. 267).

Aggregate liability capped at 100% of fees paid in prior 12 months (UAE Civil Code Art. 390).

EXCLUDED IN ALL CASES:

• Consequential, indirect, or punitive damages
• Lost profits, revenue, or investment returns
• Third-party claims unless caused by TFSF's gross negligence

Force majeure (UAE Civil Code Art. 273): war, UAE government orders, RAKEZ shutdowns, global sanctions.

CapitalScope.ai™ is a capital discovery and connection platform operated by TFSF Ventures FZ-LLC. By using CapitalScope.ai™ or transferring data from VentureScope.ai™, you explicitly acknowledge and agree:

CapitalScope.ai™ operates under its own Terms of Service available at capitalscope.ai/terms. By transferring data from VentureScope.ai™ to CapitalScope.ai™, you agree to be bound by both platforms' terms.

UAE Regulatory Compliance: TFSF Ventures FZ-LLC is not licensed by the UAE Securities and Commodities Authority (SCA) or any other financial regulatory body to conduct brokerage, investment advisory, or fund management activities. CapitalScope.ai™ operates strictly as a technology platform for information sharing and connection facilitation.

• Mutual NDA embedded herein.
• Survival: 7 years post-termination.
• Breach remedy: Injunctive relief without bond (Dubai Courts) + AED 1,000,000 liquidated damages.

Compliant with:

• UAE Federal Decree-Law No. 45/2021 (PDPL)
• GDPR (via SCCs for EU data subjects)
• CCPA (opt-out rights for CA residents)

Data breach notification: Within 48 hours to Client + UAE Data Protection Authority if required.

• Tier 1: Mandatory negotiation (15 days)
• Tier 2: Mediation at DIFC-LCIA Mediation Centre
• Tier 3: Final & binding arbitration under DIFC-LCIA Rules (2021)
  • Seat: Dubai
  • Language: English
  • 1 arbitrator (expedited < USD 2M)

Dubai Courts retain exclusive jurisdiction for enforcement or non-arbitrable claims.

You certify under penalty of perjury:

• Not listed on UAE Cabinet Decision No. 74/2022 sanctions list
• No beneficial owner in OFAC SDN, UN, EU, UK HMT
• Funds not derived from predicate offences (UAE AML Law)

False certification = void ab initio + AED 2,000,000 penalty.

• Uptime SLA: 99.9% (credit = 5% monthly fee per 0.1% shortfall)
• API rate limits: Enforced via OAuth 2.0 + IP whitelisting
• Data residency: UAE-based AWS/GCC regions (client request for EU = +20% fee)
• Updates: 30-day notice; breaking changes = 90 days

TFSF Ventures provides technical infrastructure, protocol layers, and AI-powered tooling only. Where Client utilises TFSF infrastructure in connection with digital asset products, cryptocurrency services, token issuance, stablecoin operations, or any blockchain-related activity, the following applies without exception:

(a) Infrastructure Only. TFSF's role is limited to infrastructure provision. TFSF does not operate, endorse, issue, custody, or control any digital asset, token, or cryptocurrency product built or operated by Client on top of TFSF infrastructure.

(b) Client Sole Responsibility. Client bears sole and exclusive responsibility for all regulatory compliance, licensing, consumer protections, financial disclosures, AML/CFT obligations, and legal exposure associated with any digital asset product or service Client operates using TFSF infrastructure.

(c) No Association. Client may not represent, imply, or suggest that TFSF Ventures endorses, backs, audits, or is affiliated with any Client digital asset product or service.

(d) Full Indemnification. Client shall fully indemnify, defend, and hold harmless TFSF from any and all claims, regulatory actions, fines, penalties, or liabilities arising from Client's digital asset operations, including but not limited to actions by the UAE Virtual Assets Regulatory Authority (VARA), SEC, FinCEN, FCA, or any other regulatory body.

(e) Legacy Clients. Clients operating under executed legacy digital asset engagement terms remain bound by their Statement of Work and applicable addendum. These provisions apply in addition to, and do not replace, existing legacy engagement terms.

Material changes only via signed addendum.

Website banner + email = notice only, not acceptance.

Invalid clause → replaced with closest lawful intent.

These Terms + SOW + Privacy Policy = entire agreement. No oral mods.

TFSF warrants:

• Valid RAKEZ license and authority to conduct business in UAE
• Services performed with reasonable skill and care per industry standards
• No infringement of third-party IP rights to our knowledge
• Compliance with applicable UAE laws and regulations

Client warrants:

• Legal capacity and authority to enter this agreement
• All provided information is accurate and complete
• Compliance with all applicable laws in Client's jurisdiction
• Proper authorization from beneficial owners for transactions
• No pending litigation affecting ability to perform obligations

DISCLAIMER: Except as expressly stated, all services provided "AS IS" without warranties of any kind, express or implied, including merchantability, fitness for particular purpose, or non-infringement (UAE Civil Code Art. 390).

Client agrees to indemnify, defend, and hold harmless TFSF, its affiliates, officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Client's breach of these Terms or applicable laws
• Client's misuse of services or platforms
• Infringement of third-party rights by Client's content or materials
• False representations or warranties provided by Client
• Claims by Client's employees, contractors, or customers
• Violation of sanctions, AML, or export control regulations

TFSF will provide prompt notice of claims and reasonable cooperation. Client retains control of defense subject to TFSF's right to participate with separate counsel at Client's expense.

TFSF maintains:

• Professional Indemnity Insurance: Minimum AED 5,000,000 per occurrence
• Cyber Liability Insurance: Minimum AED 2,000,000 aggregate
• General Liability Insurance: As required by RAKEZ regulations

Insurance certificates available upon written request. Client acknowledges that insurance limits constitute maximum recovery regardless of liability cap provisions.

Both parties covenant compliance with:

• UAE Federal Law No. 3/1987 (Penal Code) – Anti-Corruption provisions
• UAE Federal Decree-Law No. 20/2016 – Anti-Bribery Law
• UK Bribery Act 2010 (if applicable)
• US Foreign Corrupt Practices Act (FCPA) (if applicable)

Prohibited actions include:

• Offering, promising, or giving bribes to government officials or private parties
• Facilitation payments, kickbacks, or improper advantages
• Using intermediaries to circumvent anti-corruption laws

Violation = immediate termination + reporting to UAE authorities + AED 3,000,000 penalty + recovery of all fees paid.

Client acknowledges that TFSF services and technology may be subject to:

• UAE Cabinet Decision No. 10/2022 (Strategic Goods Control)
• US Export Administration Regulations (EAR)
• EU Dual-Use Regulations (if applicable)
• UN Security Council embargoes

Client agrees NOT to:

• Export, re-export, or transfer services to sanctioned countries or entities
• Use services for nuclear, chemical, biological weapons development
• Provide access to denied parties or specially designated nationals

Client bears sole responsibility for obtaining export licenses. TFSF may suspend services immediately upon suspicion of export control violations.

Pursuant to UAE Federal Law No. 1/2006 (Electronic Transactions Law) and DIFC Law No. 2/2017 (Electronic Transactions Law):

• Electronic signatures have same legal effect as handwritten signatures
• Email communications to designated addresses constitute valid notice
• Electronic contracts and amendments are legally binding
• Digital certificates issued by UAE-approved authorities are recognized

Designated email addresses for legal notices:

• TFSF: [email protected]
• Client: Email address provided during onboarding

Notice deemed received: 24 hours after sending (UAE business days). Client must update contact information within 5 business days of any change.

As a RAKEZ Free Zone company, TFSF operates under:

• RAKEZ Free Zone Companies Regulations 2020
• RAKEZ Commercial License Conditions
• UAE Federal laws applicable to free zones

Free zone benefits and limitations:

• 100% foreign ownership permitted
• Full repatriation of capital and profits
• Corporate tax exemptions (subject to change)
• Customs duty exemptions on imports/exports within free zone
• Onshore activities require UAE agent or separate mainland license

Client acknowledges that certain restrictions may apply to free zone entities providing services in UAE mainland without proper licensing.

Client may not assign, transfer, delegate, or sublicense these Terms or any rights/obligations without TFSF's prior written consent.

TFSF may assign to:

• Affiliated entities within TFSF corporate group
• Successor entities in merger, acquisition, or sale of business
• Third-party service providers (as subcontractors only)

Attempted assignment by Client without consent is void. TFSF may assign receivables to financial institutions for factoring or securitization without Client consent.

All legal notices must be in writing and delivered via:

• Registered courier with tracking (Emirates Post, Aramex, DHL)
• Email to designated legal contact addresses
• Hand delivery with signed acknowledgment receipt

Notice is effective:

• If by courier: Upon delivery confirmation
• If by email: 24 hours after sending (UAE business hours)
• If by hand delivery: Upon receipt acknowledgment

Registered Address for TFSF: FDCW2299, Compass Building, Al Shohada Road, AL Hamra Industrial Zone-FZ, Ras Al Khaimah, UAE, Attention: Legal Department

Corporate Address: Iris Bay Tower, 145 Al Mustaqbal Street, 17th Floor, Office 11, Business Bay, Za'abeel, Dubai, UAE

These Terms are drafted in English. Arabic translation may be provided for convenience only. In case of conflict between English and Arabic versions, the English version shall prevail (unless UAE law requires Arabic to govern).

Any arbitration or court proceedings shall be conducted in English unless both parties agree otherwise or applicable law requires Arabic.

If Client qualifies as a "Consumer" under UAE Consumer Protection Law (Federal Law No. 15/2020):

• Right to clear information about services and pricing
• Right to withdraw from distance contracts (7 days, subject to exceptions)
• Right to quality services meeting reasonable expectations
• Right to complaint procedures and dispute resolution
• Access to Ministry of Economy consumer protection mechanisms

NOTE: Most TFSF services are B2B commercial services not subject to consumer protection provisions. Consumer rights apply only where Client is individual purchasing for personal/non-commercial use.

The following provisions survive termination or expiration:

• Intellectual Property Rights (Section 3) – Perpetual
• Payment Obligations (Section 5) – Until fully satisfied
• Liability Cap (Section 6) – 3 years post-termination
• Confidentiality (Section 7) – 7 years post-termination
• Dispute Resolution (Section 10) – Perpetual
• Indemnification (Section 16) – 5 years post-termination
• Governing Law and Jurisdiction – Perpetual

No waiver of any provision constitutes waiver of any other provision or future breach. Failure to enforce any right does not constitute waiver of that right.

Modifications must be in writing and signed by authorized representatives of both parties. Oral modifications are void and unenforceable.

Course of dealing or trade usage does not modify these Terms. Custom or practice does not override written terms per UAE Civil Code Art. 246.

These Terms are solely between TFSF and Client. No third party has any right to enforce any provision or claim any benefit under these Terms except:

• TFSF's affiliates, officers, directors, and employees (for indemnification)
• Permitted assignees under Section 22

The parties are independent contractors. Nothing in these Terms creates partnership, joint venture, agency, employment, or fiduciary relationship.

Neither party has authority to bind the other or incur obligations on the other's behalf without express written authorization.

TFSF Ventures FZ-LLC

License No. 47013955 – Verify: eportal.rakez.com/RAKEZ_Login

Registered Address: FDCW2299, Compass Building, Al Shohada Road, AL Hamra Industrial Zone-FZ, Ras Al Khaimah, UAE

Corporate Address: Iris Bay Tower, 145 Al Mustaqbal Street, 17th Floor, Office 11, Business Bay, Za'abeel, Dubai, UAE

Email: [email protected] | Tel: +971 4 567 8901

Governing Law: UAE Federal Law + RAKEZ Regulations + Dubai Law (supplemental)

Jurisdiction: Dubai Courts and DIFC-LCIA Arbitration Centre

Last Updated: 15 January 2025

This document is digitally signed via RAKEZ e-Signature portal (Hash: SHA-256: 9f3a…)