Master User Agreement

Last Updated: October 9, 2025

Welcome! This Master User Agreement (the "Agreement" or the "Terms") is between you and the company or other legal entity for which you are accepting this Agreement, and affiliates of that company or entity ("you" or "your" or "user") and STRATO Mercata, Inc., a BVI company registered under the number 2179057 ("STRATO Mercata", "we," "our," or "us"). This Agreement sets forth the terms and conditions that govern your access to, use of the suite of STRATO Mercata Products referenced herein, and such other services that may be offered by STRATO Mercata on its STRATO Mercata Site (as defined below), including without limitation each of the STRATO Mercata Products and Services that provide for the recordation of a transaction on the STRATO Mercata blockchain provided by STRATO Mercata from time to time (the "STRATO Mercata Services" or "Services") (The Services and the STRATO Mercata Site shall be collectively referred to as "STRATO Mercata Products").

How You Accept This Policy

This Agreement is effective, and you agree to its terms and conditions, as of the date that you accept the Agreement by (1) clicking a box indicating your acceptance; (2) executing an order form that references this Agreement; (3) signing up to use a STRATO Mercata account or service through stratomercata.com, STRATO Mercata's APIs, or the STRATO Mercata mobile application (collectively referred to as the "STRATO Mercata Site"); or (4) accessing or using the Services (the "Effective Date"). Therefore, before using our STRATO Mercata Products please reads this Agreement carefully, along with any other policies or notices on the Services, STRATO Mercata Product specific terms set forth in any product order form (each, an "Order Form"), the STRATO Mercata Site, and our Privacy Policy located at stratomercata.com/privacy. Together these materials contain terms, rules, and guidelines related to your use of the STRATO Mercata Products.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms "you", "your", or "user" shall refer to such entity and its affiliates.

The STRATO Mercata Products may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. STRATO Mercata's direct competitors are prohibited from accessing the Services, except with STRATO Mercata's prior written consent.

Modifications to Agreement

This Agreement was last updated on October 21, 2022. It is effective between you and STRATO Mercata as of the date of your acceptance of this Agreement.

We may amend or modify the Agreement at any time by posting the revised agreement on the STRATO Mercata Site and the modified Terms shall be effective as of the time it is posted. Your continued us of the STRATO Mercata Products after the posting of a revised agreement shall constitute your agreement to the amended Agreement by and between you and STRATO Mercata, and you agree to be legally bound by its terms and conditions as amended. Please be aware that, among other things, this means that following an amendment to this Agreement, transaction fees, discounts, rebates, and other benefits could be affected by the amended Agreement. If you do not agree to this Agreement or any modifications to this Agreement, your sole and exclusive remedy is to terminate your use of the STRATO Mercata Products and close your account in accordance with the account closure section below.

Eligibility For Use of The STRATO Mercata Products

You can only use our STRATO Mercata Products to the extent the laws of your jurisdiction or the United States do not bar you from doing so. Please make sure these Terms are in compliance with all laws, rules, and regulations that apply to you. Please note that we may still refuse to let certain people or entities access or use the STRATO Mercata Products at our sole discretion and reserve the right to change our eligibility criteria.

In order to process transactions on STRATO Mercata, you must:

  • Certify that you are 18 years or older;
  • Accept this Master User Agreement and Privacy Policy along with any other policies or notices on the Services and STRATO Mercata Product specific terms set forth in any product Order Form;
  • Provide your name, email address, state/province, country of residence, and where applicable, the name and address of the entity you work for; and
  • Create a password to access the Services.

Individual Account Requirements

In the event you are requesting access to process transactions on STRATO Mercata as an individual, you must additionally:

  • Accept this Master User Agreement and Privacy Policy along with any other policies or notices on the Services and STRATO Mercata Product specific terms set forth in any product Order Form;
  • Add a credit card or link a bank account in your name to your STRATO Mercata account;
  • Verify your identity for the purchase of high value items by providing:
    • An acceptable form of identification (i.e., passport, driver's license, or state identification card);
    • A picture of yourself taken from your mobile phone or webcam;
    • Date of birth;
    • Physical address; and
    • Social security number or an identification number assigned to you by a government agency.

Entity Account Requirements

In the event you want to process transactions on STRATO Mercata on behalf of an entity for the purchase of high value items, in addition to the above requirements, you must:

Verify the entity's identity by providing:

  • A copy of your entity's certificate of incorporation;
  • Your entity's registration number, registered office address, names of all directors, and your entity's website URL;
  • A bank or utility statement that is less than ninety (90) days old that shows the address of the entity;
  • A copy of your identification card and identification cards of any other users who require access to the entity's STRATO Mercata account; and
  • Your email address and the email addresses of any others who are required to have access to the entity's STRATO Mercata account.

Account Access

You are only permitted to access your STRATO Mercata account using your user account login credentials. You agree that your account login credentials and authentication method have been chosen by you and that you agree to keep them confidential. You agree and understand that you are solely responsible (and you will not hold us responsible) for managing and maintaining the security of any and all electronic devices, passwords, hints, personal identification numbers, and API keys you use to access the Services. You further agree and understand that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your STRATO Mercata account.

Consent to Access, Process, and Store Your Personal Information & Identity Verification

For interests of detecting money laundering, fraud, terrorist financing, or any other financial crimes, you permit us or our designated service provider to access, process, and keep a record of the personal information and identity verifying documents submitted by you during registration and during your request to process funds into fiat, including, but not limited to, your name, address, email address, telephone number, SS/EIN number, date of birth, government identification, certification of registration, and information pertaining to your bank account. You can withdraw your consent at any time by closing your account with us. However, we may retain, disclose, and continue to process your personal information as necessary to comply with laws or regulations and to defend against litigation.

Our Services

STRATO Mercata Products and services refers to the services and products that are ordered by you pursuant to an Order Form and made available online via the STRATO Mercata Site or affiliated website or application by STRATO Mercata, including associated STRATO Mercata offline or mobile components. STRATO Mercata Products may include, but are not limited to, STRATO Mercata, Mercata Art, Mercata Carbon, and other STRATO Mercata-branded platforms owned and/or operated by STRATO Mercata that allow users to process and record transactions on the STRATO Mercata blockchain provided by STRATO Mercata.

Subject to the terms and conditions of this Agreement, STRATO Mercata will (i) make the Services available to you pursuant to this Agreement and the applicable Order Forms for the STRATO Mercata Product, (ii) provide applicable STRATO Mercata standard support for the specific STRATO Mercata Product to you pursuant to the Term of Use for the relevant STRATO Mercata Product, and (iii) undertake commercially reasonable efforts to make the STRATO Mercata Products available to you except for: (x) scheduled or emergency maintenance, or (y) in the event you are in breach of the Agreement or any specific STRATO Mercata Product order form, including failure to pay any amounts due to STRATO Mercata, or (z) any unavailability caused by circumstances beyond STRATO Mercata's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet link failure or delay, a Non-STRATO Mercata application, or denial of service attack.

In order to process transactions via STRATO Mercata or on any other STRATO Mercata Product, you may be required to enter into a "Smart Contract", which contract is created to record the initial transfer of real-world assets on the Platform and any subsequent transfers thereto. A "Smart Contract" means a self-executing contract with the terms of the agreement between buyer and seller being directly written into lines of code wherein the code and the agreements contained therein exist across a distributed, decentralized STRATO Mercata blockchain network and the execution and transactions of which are trackable and irreversible. The Terms of Use for the relevant STRATO Mercata Product will specify when Smart Contracts will be required and related terms and conditions for their use.

Beta Services

From time to time, STRATO Mercata may make Beta services available to you. You may choose to try such Beta services or not in your sole discretion. Any use of Beta Services is subject to any additional Beta services terms provided by STRATO Mercata at the time the Beta Services are made available.

Fees

STRATO Mercata makes money when you add a transaction to the STRATO Mercata blockchain.

You understand and agree that your acceptance of this Agreement is considered your acceptance of our transaction fees as follows:

Every transaction on a STRATO Mercata Product is subject to fees collected to support the STRATO Mercata Product. The Terms of Use for the specific STRATO Mercata Product will specify whether you are going to be charged a transaction fee. You hereby authorize the STRATO Mercata to initiate debits in your account in settlement of the transactions being made on the relevant STRATO Mercata Product, agree to pay STRATO Mercata any transaction fees being charged for the sale or purchase of the asset(s), and authorize STRATO Mercata to deduct such fees from your account directly. You agree and understand that all fees, commissions, and royalties are transferred, processed, or initiated directly through one or more of the Smart Contracts on the STRATO Mercata blockchain network. Transaction fee charges may be subject to foreign exchange fees or differences in prices based on location (e.g., exchange rates).

By transacting on the STRATO Mercata blockchain network in respect of a particular STRATO Mercata Product and by using the corresponding Smart Contracts for that transaction, you hereby acknowledge, consent to, and accept all automated fees, commissions, and royalties for the transaction relating to the purchase and sale of any asset via a STRATO Mercata Product. You further consent to and agree to be bound by the Smart Contracts' execution and distribution of the fees, commissions, and royalties. When executing a Smart Contract in the capacity of a "Purchaser", you hereby waive any entitlement to fees, commissions, or royalties paid to another by operation of the Smart Contracts. When executing a Smart Contract in the capacity of a "Seller" in a Smart Contract, you hereby waive any entitlement to fees, commissions, or royalties paid to another by operation of the Smart Contracts.

You further authorize us to store and continue billing your payment method (e.g., bank account) to avoid interruptions in your transactions and to facilitate easy payment for new transactions.

The Parties agree and understand that as the STRATO Mercata Marketplace is in Beta testing as of the date of this Agreement, all payments, fees, commissions, and royalties will be transferred, processed, or initiated through ACH/Wire transfer, Stripe, Paypal, or other similar means and thereafter recorded on the Smart Contract until the STRATO Mercata Marketplace activates capacity to collect payment information securely on-chain.

You cannot reverse, cancel, or change a transaction that has been marked as pending or complete. If your payment method has insufficient funds or if you reverse payment made by you to us, you authorize STRATO Mercata, at its sole discretion, either to cancel the transaction or to debit your other linked payment methods in any amount necessary to complete the transaction. We reserve the right to refuse to process, or to cancel, correct, or reverse your transaction in response to a subpoena, court order, or other government order, or if we suspect that the transaction may involve money laundering, terrorist financing, fraud, or any other financial crime. STRATO Mercata is under no obligation to reinstate a transaction on the same terms as the cancelled, corrected, or reversed transaction.

Third Party Services and Content

We utilize links and other tools to connect users to third-party services and websites, including, but not limited to, AWS Cloud Platform to host STRATO Mercata and third-party payment processors to process USD payment between you and STRATO Mercata ("Third Party Services"). We have no control over these Third-Party Services, and in no event shall we be held responsible or liable for the accuracy, reliability, or contemporaneity of any third-party's services, content, or policies. Users who access or use a Third-Party Service through STRATO Mercata are solely responsible for complying with the terms and policies of these third parties.

In no event shall a description or reference to a third-party's product or service (including, but not limited to, providing a description or reference via hyperlink) be construed as an endorsement of such third-party product or service by us. We retain the exclusive right to add to, modify, or cancel the availability of any Third-Party Service.

Intellectual Property

The STRATO Mercata Products contain our proprietary property including, but not limited to our platform and are protected by copyright law, registered and unregistered trademarks, database rights, and other intellectual property rights. Unless otherwise provided, we exclusively own rights to the STRATO Mercata Products and your use of the STRATO Mercata Products does not grant you any right, title, or interest in the STRATO Mercata Products.

Your Use of Our Services

If you sign-up for an account, we ask that you abide by a few commonsense rules. You agree that you will not violate any laws when using our Services. You also agree to not take any action that may impose an unreasonable or disproportionately large load on our or any of our third-party providers' infrastructure.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR ANY OF OUR OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS, SERVANTS, COUNSEL, EMPLOYEES, CONSULTANTS, LAWYERS, AND OTHER PERSONNEL AUTHORIZED TO ACT, ACTING, OR PURPORTING TO ACT ON OUR BEHALF BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY to use the STRATO Mercata Products.

Governing Law

This Agreement and your use of the STRATO Mercata Products are governed by and construed in accordance with the laws of the British Virgin Islands without regard to conflict of law principles that would cause the application of the laws of any other jurisdiction.