2. Entity Setup Forms; Access to the Service

Each Entity Setup Form shall be incorporated into and form an integral  part of the Agreement.  In the event of any conflict between this Agreement and an Entity Setup Form, the Entity Setup Form shall prevail,but only with respect to the particular Services purchased through such Entity Setup Form. Offshore Technologies product description (including what each product entails) can be found on its website (available here: http://offshore.tech/). For each Entity Setup Form, subject to Customer’s compliance with the terms and conditions of this Agreement, Offshore Technologies grants Customer a nonexclusive, limited, personal, non-sublicensable, non-transferable right and license to access and use the Platform and related Services for the purpose of managing the Customer’s Offshore Entities. (collectively, the “Service,” or “Services”). 

A list of excluded services, i.e. services Offshore Technologies does not provide, is attached as Exhibit 1 (Excluded Services) to this Agreement.

3. Customization

In the event that Customer requires any custom assistance or jurisdiction-specific services to be performed by Offshore Technologies in connection with the Service, a description of such assistance or services (“Customization Assistance”) and the fees for such Customization Assistance shall be set forth  in the relevant Entity Setup Form if the Customer provides such request at the time of submitting an Entity Setup Form for a Service. Should the Customer require Customization Assistance after the Entity Setup Form has been executed, such Customization Assistance shall be provided after it has been requested by the Customer, and the Customer has paid the invoice for Customization Assistance. If Offshore Technologies provides Customization Assistance in excess of any agreed-upon estimate, or if Offshore Technologies otherwise provides additional services beyond those agreed in an Entity Setup Form or afterwards requested, Offshore Technologies will confirm with the Customer, Customer will pay Offshore Technologies in accordance and in the amount of as set forth in Additional Fees and the respective invoice issued by Offshore Technologies. For the sake of clarity, Offshore Technologies reserves the rights to reject a Customization Assistance request that may (a) require legal, tax, or regulatory advice, (b) fall outside its operational capability, or (c) conflict with applicable laws or professional obligations in any relevant jurisdiction.

4. Support; Service Levels

Subject to Customer’s payment of all applicable fees, Offshore Technologies will provide support and uptime for each Service in accordance with Offshore Technologies Service Level Agreement at http://offshore.tech/sla, which may be amended from time to time by Offshore Technologies with a notice to Customer through the Platform or via email.

The Customer agrees that it shall not, and shall ensure that its employees, contractors, and agents do not, engage in any form of harassment toward any team members, including board members and advisors, of Offshore Technologies. Harassment includes, but is not limited to, conduct described below in the third paragraph of this Clause 4 Support; Service Levels. Offshore Technologies reserve the right to terminate the services provided under this Agreement without refund if the Customer or any of its representatives violate the terms of this Clause 4 Support; Service Levels.

For the purposes of this Agreement, “harassment” includes, but is not limited to:

• Sending emails in all capital letters directly to any team member, including board members and advisors, of Offshore Technologies.

• Calling Offshore Technologies team members, including board members and advisors, on their personal mobile devices without explicit consent.

• Sending an excessive number of emails (“spamming”) to Offshore Technologies’ team members, including board members and advisors.

• Copying (cc functionality in the email) third parties, including but not limited to Offshore Technologies investors, advisors or other clients, in communications intended to harass, intimidate, or exert undue pressure on Offshore Technologies’ team members, including board members and advisors.

• Directly emailing Offshore Technologies team members, including board members and advisors, on any email addresses or platforms including: Slack and LinkedIn other than the designated support email address (legal@Offshore.allo.xyz).

• Using offensive or inappropriate language of any kind in communications.

5. Service Updates

From time to time, Offshore Technologies may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Offshore Technologies shall have no obligation under this Agreement or otherwise to provide any such Updates. Offshore Technologies shall use commercially reasonable efforts to give Customer reasonable notice of any major changes that materially and detrimentally affect the functionality of the Service. Routine maintenance or performance improvements may be implemented without notice.

6. Ownership; Restrictions; Feedback

As between the parties, Offshore Technologies retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Offshore Technologies for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Entity Setup Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement.  No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. The Customer may from time to time provide suggestions, comments or other feedback to Offshore Technologies with respect to the Service (“Feedback”). Notwithstanding anything else, Customer shall, and hereby does, grant to Offshore Technologies a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.  Nothing in this Agreement will impair Offshore Technologies right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.

7. Fees; Payment

Unless otherwise set forth on an Entity Setup Form, the Customer will pay all fees (Standard Fees and Additional Fees, as well as any Third-Party Expenses), as set forth in this Agreement or as agreed separately with Offshore Technologies, and as reflected in an invoice issued to the Customer (“Fees”); for avoidance of doubt, should the Customer choose to use additional services Additional Fees shall be charged (for example, but not limited to, if the Customer requests assistance with banking relationship introductions, document legalization, director or nominee appointments, or economic-substance filings), Additional Fees may be charged by Offshore Technologies for items which require increased cost to Offshore Technologies. Offshore Technologies may invoice the Customer, and the Customer shall pay upon receipt of said invoice any Fees. In the event that Fees are not received by Offshore Technologies within one (1) day after becoming due, Offshore Technologies may (a) elect to charge a one-time administrative fee of $1,000, in addition to a late fee of 2% of the outstanding balance per month for each invoice that is past due for seven (7) or more days, from the date such payment was due until the date paid, and (b) suspend performance for some or all Services until payment has been made in full.

The Customer (or its affiliate) shall authorize Offshore Technologies to pay on its behalf any Third-Party Expenses reasonably required for the provision of the Services, including but not limited to government incorporation and renewal fees, registered-agent or filing fees, courier or apostille costs, and notary or certification expenses, and to recharge such expenses in the subsequent invoice issued by Offshore Technologies.

Should the Customer (or its affiliate) elect to pay the Fees directly to Offshore Technologies, then such Fees must be paid prior to commencement of the relevant Service or within the term indicated in the invoice, if such invoice is issued after submission of the applicable Entity Setup Form.

Customer acknowledges and agrees that, in the course of providing Services under this Agreement, Offshore Technologies shall not open or maintain any bank accounts in the name of the Customer or any Offshore Entity, nor shall it hold or control client funds. All payments shall be made directly by the Customer to Offshore Technologies’s designated operating account as specified in the relevant invoice. Any interest or other earnings accrued on Offshore Technologies’s operating accounts shall be the sole and exclusive property of Offshore Technologies. Such interest shall be in addition to the Fees payable under this Agreement, and the Fees set forth in Section 7 shall remain unchanged and in full force irrespective of any interest accrued. Offshore Technologies shall have no obligation to account to the Customer for any such interest.

8. Restrictions

Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Platform or any portion of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Offshore Technologiesproduct or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (viii) bypass any measures Offshore Technologiesmay use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (ix) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Service (or any information, data or content made available through the Service), whether through use of manual or automated means, or (x) use the Service in a manner that violates applicable laws or regulations. Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service. Customer (i) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (ii) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.

9. Customer Data

Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Offshore Technologies, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights and consents necessary to use and provide the Customer Data to Offshore Technologies as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights, data-protection rights, and rights of privacy). 

Without limiting any rights granted herein, Customer hereby grant to Offshore Technologies and its affiliates, employees, contractors, licensors, commercial partners and subcontractors, a nonexclusive, royalty-free right and license to access, collect, use, analyze, disclose, transmit, distribute, modify, reproduce, display and store Customer Data for the purposes of (i) providing the Services Customer, including coordination with registered agents and government registries in relevant jurisdictions; (ii) providing Customer's investors with any other services or products as may be offered by Offshore Technologies or the Customer (or other commercial partners of Offshore Technologies) through the Offshore Technologies platform from time to time; (iii) enforcing Offshore Technologies’ rights under this Agreement; (iv) enhancing and improving the services set forth in this Agreement; and (v) conducting internal research, analytics, development, and marketing (including for services or products provided by Offshore Technologies and/or third parties). Provided that such use shall at all times comply with applicable data-protection and confidentiality obligations.

10. Confidentiality

During the term of this Agreement, from time to time, either party may disclose (the “Disclosing Party”) or make available to the other party (the “Receiving Party”), whether orally, electronically or in physical form, confidential or proprietary information concerning the Disclosing Party and/or its business, technology, products or services in connection with this Agreement that is marked or otherwise identified as “confidential” or “proprietary” at the time of disclosure or disclosed in such a manner or of such a nature that a reasonable person would understand such information to be confidential or proprietary (“Confidential Information”). Each party agrees that during the term of this Agreement and thereafter: (a) it will use Confidential Information belonging to the Disclosing Party solely for the purposes of this Agreement; and (b) it will not disclose Confidential Information belonging to the Disclosing Party to any third party (other than the Receiving Party’s employees, contractors and/or professional advisors on a need-to-know basis who are bound by obligations of nondisclosure and limited use consistent with those contained herein) without first obtaining the Disclosing Party’s prior written consent. Upon request by the Disclosing Party, the Receiving Party will return to the Disclosing Party or destroy any Confidential Information.

Confidential Information will not include any information that: (a) is or becomes generally known in the industry, through no act or omission on the part of the Receiving Party; (b) was previously known by the Receiving Party without restriction; (c) is disclosed to the Receiving Party by a third party without breach of any separate nondisclosure obligation; or (d) was independently developed by the Receiving Party without use of or reference to any Confidential Information belonging to the Disclosing Party.

Nothing herein will prevent the Receiving Party from disclosing any Confidential Information as necessary pursuant to any court order, lawful requirement of a governmental agency or when disclosure is required by operation of law (including disclosures pursuant to any applicable securities laws and regulations); provided that prior to any such disclosure, the Receiving Party will, to the extent legally permitted, use reasonable efforts to (a) promptly notify the Disclosing Party in writing of such requirement to disclose and (b) cooperate with the Disclosing Party, at the Disclosing Party’s expense, in protecting against or minimizing any such disclosure or obtaining a protective order.

The terms in this Section 10 will not apply to any Breach (as defined in Section 11 below).  Breaches will be governed exclusively by the terms in Section 11.

11. Data Security

Offshore Technologies agrees to use commercially reasonable administrative, technical, and organizational measures designed to prevent unauthorized access to, use of, alteration of, or disclosure of the Platform, the Services, or Customer Data, consistent with industry standards and the requirements of the Data Protection Act (2021 Revision) of the Cayman Islands and, where applicable, the EU General Data Protection Regulation (GDPR). These measures shall include access controls, data-encryption protocols, secure transmission, and periodic security audits.

Customer is responsible for the use of the Services by any person to whom Customer has granted access credentials or administrative permissions, even if such access or use was not expressly authorized by the Customer. The Customer shall take reasonable steps to protect account credentials and prevent unauthorized access. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if the Customer’s account remains unpaid or inactive for ninety (90) days or more following written notice.

If Offshore Technologies becomes aware that any Customer Data held or processed by it has been subject to unauthorized access, acquisition, disclosure, alteration, or destruction (a “Data Breach” or “Security Incident”), Offshore Technologies will, to the extent legally permitted, notify the Customer as soon as reasonably practicable after becoming aware of such incident. Offshore Technologies shall provide relevant details known at the time and will use commercially reasonable efforts to cooperate with the Customer in investigating, mitigating, and remediating the unauthorized access or incident.

12. Processing of Personal Information

All information Offshore Technologies collects in the course of provision of the Service is subject to Offshore Technologies Privacy Policy. By using the Service, Customer consent to all actions taken by Offshore Technologies with respect to the Customer Data and Personal Information in compliance with the Privacy Policy. Not in limitation of the foregoing, Customer bears all responsibility and liability for the accuracy, completeness, quality, integrity, legality, reliability and appropriateness of the Customer Data. Without limiting any rights granted herein, Customer hereby grant to Offshore Technologies and its affiliates, employees, contractors, licensors, commercial partners and subcontractors, a nonexclusive, royalty-free right and license to access, collect, use, analyze, disclose, transmit, distribute, modify, reproduce, display and store Customer Data for the purposes of:

• providing the Services as set forth in this Agreement to Customer and other services or products to Customer as may be offered by Offshore Technologies (or other commercial partners of Offshore Technologies) through the Offshore Technologies platform from time to time;

• enforcing Offshore Technologies’ rights under this Agreement;

• enhancing and improving the Services set forth in this Agreement and respective Deal Setup Form; and

• conducting research, development, and marketing (including for services or products provided by Offshore Technologies and/or third parties).
  “Customer  Data” means all data and other information, including, without limitation, any and all Personal Information, from or relating to Customer that the Customer provided to Offshore Technologies (or its affiliates, employees, contractors, licensors, commercial partners (including the Customer) or subcontractors) through or in connection with Services set forth in this Agreement or otherwise in connection therewith.

Customer acknowledges that Offshore Technologies may, where required, assist in the preparation or submission of corporate filings or compliance forms to government registries, banks, or regulators in applicable jurisdictions solely for the purpose of establishing or maintaining the Customer’s offshore entities. Any such assistance shall not constitute the provision of tax, legal, or fiduciary services, and Offshore Technologies shall not act as an agent or authorized representative of any individual or entity except as expressly agreed in writing for such limited administrative purposes.

13. Data Protection Compliance

The parties acknowledge and agree that Offshore Technologies is a data processor for the purposes of the Data Protection Act (2021 Revision) of the Cayman Islands and is receiving personal information from Customer pursuant to this Agreement for a business purpose.  Offshore Technologies shall not sell any such personal information, except if it is in the form of Aggregated De-Identified Data.  Offshore Technologies will not retain, use or disclose any personal information provided by Customer pursuant to this Agreement except as necessary for the specific purpose of providing access to the Services for Customer pursuant to this Agreement, or otherwise as set forth in this Agreement or as permitted under the applicable law.  The terms “Personal Data,” “Data  Controller,” and “Data Processor” shall have the meanings given to them in the Data Protection Act (2021 Revision).

14. Term; Termination

The term of this Agreement will commence on the day the Entity Setup Form is signed and continue until terminated as set forth herein, provided that this Agreement shall not be terminated before the later of (i) the termination or expiration of all Entity Setup Forms, and (ii) the termination of Customer’s use or access to the Service (the “Term”).  

Either party may terminate the respective Entity Setup Form, effective upon 30 days’ written notice to the other party, provided that the Customer shall be entitled to a repayment of $750 of the Fee with respect to each offshore entity the Customer has with Offshore Technologies, subject to the terms of this Section.

Notwithstanding the above, should the Customer terminate this Agreement and/or any of the Entity Setup Forms the Customer may be subject to cancelation fee as per the below conditions and amounts:

• if the Customer has elected to use Customization Assistance (such as, but not limited to, custom legal documentation), the Customization Assistance as indicated in the respective Entity Setup Form and/or respective invoice issued after a separate agreement between Offshore Technologies and the Customer shall be non-refundable;

• if Offshore Technologies has performed any administrative, filing, or setup tasks for an offshore entity, then the cancellation fee will be in the amount of $2,500. For avoidance of doubt, if Offshore Technologies has created corporate documents and/or obtained a bank account, the Customer shall incur the cancellation fee.

  
  

In addition to any other remedies it may have, either party may terminate this Agreement or any Entity Setup Form with immediate effect if the other party materially breaches any of the terms or conditions of this Agreement and the breaching party fails to cure such breach within thirty (30) days from the notice period. Customer will pay in full for the Services provided prior to termination. Offshore Technologies shall promptly refund to Customer any Fees pre-paid for Services that would have been provided after the date of termination. 

Without limiting the foregoing, Offshore Technologies may suspend or limit Customer’s and Customer affiliates’ access to or use of the Service if (i) Customer’s account is more than thirty (30) days past due or (ii) Customer’s use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes with Offshore Technologies ability to provide access to the Service to other customers; provided that, with respect to the foregoing subsection (ii): (a) Offshore Technologies shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Offshore Technologies shall provide prompt written notice to Customer describing the nature of the damage or degradation; and (c) Offshore Technologies shall reinstate Customer’s and Customer affiliates’ use of or access to the Service, as applicable, if Customer remediates the issue within fifteen (15) days of receipt of such notice.  

In the event of a breach of Customer's obligations described in Clause 4 Support; Service Levels, Offshore Technologies reserves the right to:

• Immediately cease all services being provided under this Agreement and any Entity Setup Form.

• Terminate this Agreement or any Entity Setup Form without refund.

• Seek any legal remedies available under the law.

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

15. Indemnification

Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (i) the Customer Data or Customer’s use of the Service or the Platform (in the case of Customer as Indemnitor), or (ii) the Service (in the case of Offshore Technologies as Indemnitor), infringes, violates, or misappropriates any third party intellectual property or proprietary right. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).  The foregoing obligations of Offshore Technologies do not apply with respect to the Service or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by Offshore Technologies (including without limitation any Customer Data), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by Offshore Technologies, (iv) combined with other products, processes or materials not provided by Offshore Technologies (where the alleged Losses arise from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer’s use of the Service is not strictly in accordance herewith.

16. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED UNDER THE LAWS OF THE CAYMAN ISLANDS.

17. Limitation of Liability

NON-CUSTOMIZED DOCUMENTS. ANY DOCUMENTS PROVIDED BY OFFSHORE TECHNOLOGIES (INCLUDING, WITHOUT LIMITATION, ANY OFFSHORE ENTITY OR STRUCTURING DOCUMENTS) ARE TEMPLATES AND NOT CUSTOMIZED TO THE CUSTOMER'S NEEDS AND SITUATION PRIOR TO DELIVERY. OFFSHORE TECHNOLOGIES STRONGLY RECOMMENDS THAT THE CUSTOMER WORKS WITH ITS LEGAL COUNSEL TO ENSURE THE DOCUMENTS ARE CUSTOMIZED FOR ITS NEEDS AND THAT ALL ACTIONS UNDERTAKEN BY THE CUSTOMER COMPLY WITH RELEVANT COMPANY, AML, AND ECONOMIC SUBSTANCE REGULATIONS AND ANY OTHER REGULATORY REQUIREMENTS UNDER THE LAWS OF THE CAYMAN ISLANDS AND ANY OTHER APPLICABLE JURISDICTIONS, IN EACH CASE AS AMENDED.

EXCLUSION OF INDIRECT DAMAGES. IN NO EVENT SHALL OFFSHORE TECHNOLOGIES BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, WHETHER IN CONTRACT, TORT, OR OTHERWISE.

EXCLUSION OF CERTAIN LIABILITIES. IN NO EVENT DUE TO EXTERNAL FACTORS OUTSIDE OF OFFSHORE TECHNOLOGIES CONTROL, (INCLUDING BUT NOT LIMITED TO INACCURATE OR DELAYED INFORMATION PROVIDED BY THE CUSTOMER OR THIRD PARTIES), WILL OFFSHORE TECHNOLOGIES BE LIABLE UNDER THIS AGREEMENT FOR ANY DAMAGES RELATING TO:

(i) REGULATORY OR COMPLIANCE FILINGS (INCLUDING BUT NOT LIMITED TO AML/CFT REQUIREMENTS, BENEFICIAL OWNERSHIP FILINGS, OR ECONOMIC SUBSTANCE REPORTING);

(ii) PERFORMANCE OR OUTCOME OF ANY KYC, AML, OR DUE-DILIGENCE REVIEWS PERFORMED BY THIRD PARTIES;

(iii) TAX FILINGS, RETURNS, OR REPORTING IN ANY JURISDICTION;

(iv) THE HANDLING OF THE CUSTOMER’S BANKING, WALLET, OR PAYMENT ACCOUNT INSTRUCTIONS (INCLUDING, WITHOUT LIMITATION, ANY ERRORS OR DELAYS RELATED THERETO);

(v) MATTERS RELATING TO CROSS-BORDER REGULATORY FILINGS OR COMPLIANCE OBLIGATIONS UNDER LOCAL OR INTERNATIONAL LAW; OR

(vi) THE CUSTOMER’S PERFORMANCE OF ITS OWN DUTIES AND COMPLIANCE WITH APPLICABLE STATUTORY AND REGULATORY REQUIREMENTS.

CAP ON MONETARY LIABILITY. IN NO EVENT SHALL OFFSHORE TECHNOLOGIES’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO OFFSHORE TECHNOLOGIES BY THE CUSTOMER FOR THE SERVICES PROVIDED IN RELATION TO THE SPECIFIC  ENTITY (WITH THE EXCLUSION OF ANY THIRD-PARTY EXPENSES AND ADDITIONAL COSTS) PURSUANT TO THIS AGREEMENT.

18. Third Party Integrations

Customer acknowledges and agrees that: (i) the Services and the Platform  may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (e.g., other vendors of Customer) (“Third Party Integrations”); and (ii) the availability and operation of the Services or certain portions thereof may be dependent on Offshore Technologies’s ability to access certain Third Party Integrations provided by the Customer (including with certain external service providers, regulatory or compliance platforms), and Customer’s failure to provide adequate access or any retraction of permissions relating to such Third Party Integrations may result in a suspension or interruption of the Service. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Third Party Integrations that it integrates with the Service, and Customer shall indemnify, defend and hold harmless Offshore Technologies for all claims, damages and liabilities arising out of Customer’s use of any Third Party Integrations in connection with or through the Service. Offshore Technologies makes no representation or warranty as to the continued availability, compatibility, or performance of any Third Party Integrations and shall not be responsible for their operation, data security, or uptime. To the extent that the Service depends on such Third Party Integrations, Offshore Technologies’s responsibility shall be limited to using commercially reasonable efforts to maintain access as permitted under applicable law and third-party terms.

19. Modifications to These Terms

From time to time, Offshore Technologies may modify this Agreement (including any policies or schedules referenced herein) to reflect changes in applicable laws, regulatory requirements, or operational practices for the Platform. Offshore Technologies will use commercially reasonable efforts to notify the Customer of the modifications and the effective date of such modifications through communications via Customer's account, email, or other means.

The Customer may be required to click to accept or otherwise agree to the modified Terms in order to continue accessing or using the Services, and in any event continued access or use of the Services after the modified version of this Agreement goes into effect will constitute Customer's acceptance of such modified version. For clarity, material modifications affecting pricing, governing law, or data-protection terms shall be communicated in advance and take effect on the date specified in Offshore Technologies’s notice.

20. Governing Law

(1) All matters relating to the Service and this Agreement and any dispute or claim arising there from or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the Cayman Islands, without giving effect to any choice or conflict of law provision or rule. The application of the United Nations Convention on Contracts  for the International Sale of Goods is expressly excluded.

(2) Any dispute, controversy or claim arising out of or in connection with the Service and the Agreement, or the breach of this Agreement shall be settled by binding arbitration in the Cayman Islands, before a single arbitrator (or three arbitrators if mutually agreed), administered by the Cayman International Arbitration Centre or such other arbitral body as the parties may agree, in accordance with its rules then in force. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration will be held in George Town, Grand Cayman, Cayman Islands. Each of the parties will equally bear any arbitration fees and administrative costs associated with the arbitration. The prevailing Party, as determined by the arbitrators, will be awarded its costs and reasonable attorneys' fees incurred in connection with the arbitration. The parties hereby irrevocably and unconditionally submits, for themselves and their property, to the exclusive jurisdiction of  the courts of the Cayman Islands, for recognition or enforcement of any arbitral award determined pursuant to this Section. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN OR CLASS ACTION, SUIT OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE AND THIS AGREEMENT.

(3) ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT SHALL BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS REPRESENTATIVE ACTION. CLAIMS OF MORE THAN ONE CUSTOMER OR USER SHALL NOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, any portion of this waiver of class or consolidated actions is deemed invalid or unenforceable, neither Customer nor Offshore Technologies is entitled to arbitration; instead all such claims shall instead be heard exclusively by the courts of the Cayman Islands.

21. Miscellaneous

This Agreement represents the entire agreement between Customer and Offshore Technologies with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Offshore Technologies with respect thereto. 

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Entity Setup Form. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, any provision of this Agreement may be waived only in writing executed by both parties, such waiver may be reflected in the Entity Setup Form(s). 

Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks;  cyberattacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. 

Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) Offshore Technologies may utilize affiliates or subcontractors in the performance of its obligations hereunder. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. 

In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.  The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches. This Agreement may be executed electronically and in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Exhibit 1 (Excluded Services)

Offshore Technologies shall ensure that it provides Services in accordance with the Agreement and Entity Setup Form(s), and as agreed between the Customer and Offshore Technologies separately (if applicable), for the sake of clarity, this Schedule 1 (Excluded Services) list the services Offshore Technologies does not provide as part of Services, except if agreed otherwise:

1. Legal advice or service. The Customer should seek legal counsel to review any filings, documents or information that Offshore Technologies requires to be approved. Offshore Technologies does not provide legal advice to the Customer, to investors, or to Private Funds.

2. Tax advice or structuring guidance. The Customer should seek tax advice to review any documents or information that Offshore Technologies require to be approved, as well as advice on Private Fund tax structure and investments. Offshore Technologies does not provide tax advice to the Customer, to investors, or to Private Fund.

3. Monitoring and reporting of investor interest.

4. Any other investment advice or advisory services to the Customer or its affiliates, provided, however, that if Offshore Technologies or its affiliates are engaged in a limited administrative or reporting capacity for an entity, such activities shall not be deemed advisory in nature;

5. Bespoke Entity setup including:

   1. Non-standard offshore or regulated fund vehicles;

   2. Income-generating or leveraged structures;

   3. Entities operating for more than 5 years without separate agreement;

6. Due diligence to provide investment opinion or advice on portfolio companies, entrepreneurs, investors or on macroeconomic or market conditions, except where the Customer separately contracts Offshore Technologies or its affiliate for specific administrative reviews or KYC services;

7. Due diligence and background checks (except KYC/AML checks as per Offshore Technologies’s internal procedures) on: 

   1. Shareholders, directors or beneficial owners;;

   2. Portfolio companies or investment targets; and

   3. Customers management companies or related entities,

to ensure that the collection or transfer of any fund is not prohibited by applicable law or any sanctions.

8. Verification of investors and Customer's accreditation or any securities-law compliance checks, if not agreed otherwise;

9. Providing capital or member account statements for any purpose other than those specifically agreed between the Customer and Offshore Technologies.

10. Any services for the  management company or parent entity, if not agreed otherwise;

11. Providing services in respect to any distribution in kind, dividend, or capital reduction, if not agreed otherwise;

12. Administering, for tax purposes or other, any investment in a pass-through entity, Controlled Foreign Corporation (CFC) or Passive Foreign Investment Company (PFIC), or similar structure;

13. Fact checking of completed investors’ or shareholders’ tax forms;

14. Performing services that would result in a conflict of interest, as determined in good faith by Offshore Technologies;

15. Provide advice or opinion on instructing, maintaining or changing the services of bank, trustee, or custodian to hold entity assets;

16. Distributing the data-room or document repository  for prospective investor or third parties;

17. Actively soliciting periodic updates of any securities or interests of an entity;  and

18. Any other services which are not included in the description of the respective Offshore Technologies Service description available on its website.

Contact Information

For questions about this Agreement, please contact us at:

Email: legal@offshore.allo.xyz

Website: offshore.allo.xyz

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BY CLICKING "I AGREE" OR BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS MASTER SERVICE AGREEMENT.