TERMS OF USE

Last updated September 21, 2025

AGREEMENT TO OUR LEGAL TERMS

We are Kerasina Consulting Ltd ("Company," "we," "us," "our"), operator of Mercatorem.

We operate the website mercatorem.com, the Mercatorem web and mobile applications, and any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").

You can contact us by email at info@mercatorem.com, by phone at +357 99 377 342, or by mail to either of the following addresses:

• Registered Address: Efesou 9, Paralimni 5280, Famagusta, Cyprus
• Physical Address / Correspondence: Kilkis 17, Pafos 8011, Pafos, Cyprus
• VAT Number: CY60153200E

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Kerasina Consulting Ltd, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms at any time and for any reason. We will alert you about any changes by updating the "Last updated" date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

We recommend that you print a copy of these Legal Terms for your records.

1. OUR SERVICES

The Mercatorem platform is "The global physical-commodity trading platform. A framework based on software tools to engage in international commodity trading in a more efficient and effective manner." Mercatorem enables companies to discover, connect, and interact with other companies, and to use tooling related to discovery, verification, negotiation workflows, and access to ecosystem providers (including storage, logistics, financial, and insurance service providers).

Intermediary Role; No Party to Transactions. We operate primarily as an intermediary platform and a framework of tools. We are not a buyer, seller, broker-of-record, carrier, warehouse, insurer, lender, agent, advisor, escrow, or guarantor. Except where we expressly agree in a separate written contract, we are not a party to any contract or transaction between users, and we do not take possession of commodities or funds. Users are solely responsible for their evaluations, negotiations, contracts, compliance, due diligence, risk management, and for all legal, regulatory, tax, and logistics matters.

Verification & Discovery Tools. Certain Services provide informational tools (e.g., verification checks, discovery directories, screening and data views). These are informational only and not endorsements, warranties, recommendations, certifications, legal advice, or risk guarantees. You remain solely responsible for decisions and conclusions drawn from use of such tools.

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

2. INTELLECTUAL PROPERTY RIGHTS

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks"). Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties around the world. The Content and Marks are provided in or through the Services "AS IS" for your internal business purpose only.

Your use of our Services

Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to: (a) access the Services; and (b) download or print a copy of any portion of the Content to which you have properly gained access, solely for your internal business purpose. Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: info@mercatorem.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks. Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Your submissions

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You are responsible for what you post or upload: By sending us Submissions through any part of the Services you: (i) confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading; (ii) to the extent permissible by applicable law, waive any and all moral rights to any such Submission; (iii) warrant that any such Submission is original to you or that you have the necessary rights and licenses to submit such Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions; and (iv) warrant and represent that your Submissions do not constitute confidential information.

You are solely responsible for your Submissions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of this section, any third party’s intellectual property rights, or applicable law.

3. USER REPRESENTATIONS

By using the Services, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Legal Terms; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (4) you will not use the Services for any illegal or unauthorized purpose; and (5) your use of the Services will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

4. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us or other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Services.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Use any information obtained from the Services in order to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Services.
• Upload or transmit viruses, malware, or other harmful code.
• Engage in any automated use of the system (scrapers, bots, spiders, data mining, etc.) without written permission.
• Delete the copyright or other proprietary rights notice from any Content.
• Impersonate another user or person or use another user’s credentials.
• Interfere with, disrupt, or create an undue burden on the Services or the networks connected to the Services.
• Attempt to bypass any measures designed to prevent or restrict access to the Services.
• Copy or adapt the Services’ software or reverse engineer any part of the Services except as permitted by law.
• Use a buying or purchasing agent to make purchases on the Services without our consent.
• Make any unauthorized use of the Services, including collecting user data for unsolicited communications.
• Use the Services as part of any effort to compete with us or for any revenue-generating endeavor or commercial enterprise not expressly permitted.

Strict Non-Circumvention (Discovery, Negotiations, Roll/Extension)

You must not, under any circumstances, circumvent the platform during discovery, negotiations, roll or extension of contracts, performance, or any activity where Mercatorem acts or may act as intermediary. Any attempt to conduct or finalize directly (or via affiliates or third parties) transactions discovered through or facilitated by the Services without the platform’s involvement and/or for the purpose of avoiding commissions, fees, or our participation is strictly forbidden.

If circumvention occurs (or is attempted), you agree that Mercatorem is entitled to (i) the full commissions/fees owed that would have applied to the transaction(s), (ii) an additional contractual penalty of up to 100% of the value of the owed commissions, and (iii) all costs, expenses, and attorneys’ fees incurred in enforcement. This obligation survives termination of these Legal Terms.

Confidentiality & Non-Disclosure of Platform Information

Information, data, or documents on the Services regarding individuals, companies, or any entity participating in Mercatorem (including Mercatorem itself and its collaborators) are confidential and provided solely for your internal evaluation and use within the platform. You must not disclose, publish, transmit, or otherwise share such information to any third party without the disclosing party’s prior written consent, except as strictly required by law. Any breach may result in monetary damages, account suspension/termination, and other disciplinary measures, in addition to any other remedies available at law or equity.

5. USER GENERATED CONTRIBUTIONS

The Services may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials on the Services, including but not limited to offers, listings, requirements, company profiles, messages, text, writings, video, audio, photographs, graphics, comments, suggestions, or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Services and through third-party websites. When you create or make available any Contributions, you thereby represent and warrant that: (a) your Contributions do not infringe any third-party rights; (b) you have obtained all necessary permissions and consents; (c) your Contributions are not unlawful or misleading; and (d) you will maintain, update, and remove Contributions as needed to ensure accuracy and legality.

6. CONTRIBUTION LICENSE

You and Services agree that we may access, store, process, and use any information and personal data that you provide and your choices (including settings).

By submitting suggestions or other feedback regarding the Services, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property or other proprietary rights associated with your Contributions. However, by posting Contributions to the Services, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, reproduce, distribute, communicate, and display such Contributions solely for the purpose of operating, improving, securing, and providing the Services (including backups, content moderation, and technical integrations).

We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

7. SERVICES MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

8. TERM AND TERMINATION

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, including without limitation for breach of any representation, warranty, or covenant contained in these Legal Terms or of any applicable law or regulation. We may terminate your use or participation in the Services or delete any content or information that you posted at any time, without warning, in our sole discretion.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name or on behalf of any third party. We may pursue civil, criminal, and injunctive relief.

9. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance.

10. GOVERNING LAW

These Legal Terms shall be governed by and defined in accordance with the laws of Cyprus. Kerasina Consulting Ltd and yourself irrevocably consent that the courts of Nicosia, Cyprus shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Legal Terms, subject to the arbitration provisions below.

11. DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us, the Parties agree to first attempt to negotiate any Dispute informally for at least 30 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration (ICC)

Any dispute arising out of or in connection with these Legal Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC). The number of arbitrators shall be one (1). The seat, or legal place, of arbitration shall be Nicosia, Cyprus. The language of the proceedings shall be English. The governing law of these Legal Terms shall be the substantive law of Cyprus.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law: (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity.

Exceptions

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any intellectual property rights; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If any portion of this clause is found illegal or unenforceable, such portion shall be severed and the Dispute shall be decided by a court of competent jurisdiction in Nicosia, Cyprus.

12. CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

13. DISCLAIMER

THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WITHOUT LIMITATION AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DO NOT WARRANT OR GUARANTEE: (1) THE ACCURACY OR COMPLETENESS OF ANY CONTENT OR DATA; (2) THAT VERIFICATION/DISCOVERY TOOLS WILL IDENTIFY OR PREVENT FRAUD, DEFAULT, NON-PERFORMANCE, OR COUNTERPARTY RISK; (3) THAT ANY USER, COMPANY, COMMODITY, SERVICE PROVIDER, OR TRANSACTION IS VIABLE, COMPLIANT, OR SUITABLE; OR (4) ANY OUTCOME OF NEGOTIATIONS OR TRANSACTIONS BETWEEN USERS. WE ARE NOT A PARTY TO USER TRANSACTIONS AND HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY CONTRACTS, COMMITMENTS, OR LOSSES BETWEEN USERS.

14. LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, OR LOSS-OF-PROFIT/REVENUE/DATA DAMAGES ARISING FROM OR RELATING TO THE SERVICES OR THESE LEGAL TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE SERVICES OR THESE LEGAL TERMS SHALL NOT EXCEED THE GREATER OF (A) EUR 100 AND (B) THE TOTAL FEES YOU PAID TO US FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY. NOTHING IN THESE TERMS EXCLUDES LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED.

15. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, arising out of or related to: (1) your use of the Services; (2) your breach of these Legal Terms; (3) any breach of your representations and warranties; (4) your violation of the rights of a third party; (5) any harmful act toward any other user with whom you connected via the Services; or (6) your contracts or transactions with other users, including disputes, defaults, product quality, non-delivery, compliance, or payment issues.

16. USER DATA

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform routine backups, you are solely responsible for all data that you transmit or that relates to any activity you undertake using the Services. We shall have no liability to you for any loss or corruption of such data, and you hereby waive any right of action against us arising from any such loss or corruption.

17. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Services.

18. MISCELLANEOUS

These Legal Terms and any policies or operating rules posted by us on the Services constitute the entire agreement between you and us. Our failure to exercise or enforce any right or provision shall not operate as a waiver. We may assign any or all of our rights and obligations at any time. We shall not be responsible for any delay or failure to act caused by events beyond our reasonable control. If any provision is determined to be unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity of the remaining provisions. No joint venture, partnership, employment, or agency relationship is created by these Legal Terms. You waive any defenses based on the electronic form of these Legal Terms and the lack of signing by the parties.

19. CONTACT US