Legal Document

Terms of Service

Effective Date: May 1, 2026

IMPORTANT NOTICE: These Terms of Service constitute a legally binding agreement between you and Meridian Asset Ledger Inc.. By accessing or using the Meridian platform, you agree to be bound by these terms. If you do not agree, do not use the platform.

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the Meridian Asset Ledger platform, website, and related services (collectively, the "Platform") operated by Meridian Asset Ledger Inc. ("Meridian," "we," "us," or "our"), a company incorporated under the laws of Newfoundland and Labrador, Canada, with its principal place of business at St. John's, Newfoundland and Labrador, Canada.

By creating an account, accessing the Platform, or participating in any tokenized asset offering, you ("User," "you," or "your") confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

We reserve the right to amend these Terms at any time. Material changes will be communicated via email or prominent notice on the Platform at least 14 days before taking effect. Continued use of the Platform after the effective date constitutes acceptance of the revised Terms.

2. Eligibility

2.1 Age and Capacity

You must be at least 18 years of age and have full legal capacity to enter into binding contracts. By using the Platform, you represent that you meet these requirements.

2.2 Accredited Investor Status

Access to tokenized asset offerings on the Platform is restricted to "accredited investors" as defined under National Instrument 45-106 Prospectus Exemptions (Canada) or equivalent regulation in your jurisdiction. You represent and warrant that you qualify as an accredited investor and agree to provide documentary evidence of such status upon request.

2.3 Jurisdictional Restrictions

The Platform is not available to residents of jurisdictions where tokenized securities are prohibited, including (without limitation) the United States of America, North Korea, Iran, Russia, Cuba, or Syria. By using the Platform, you represent that you are not a resident of, or acting on behalf of a person in, any restricted jurisdiction.

2.4 KYC/AML Compliance

All Users must successfully complete Meridian's Know Your Customer (KYC) and Anti-Money Laundering (AML) verification process before participating in any offering. Meridian may, at its sole discretion, decline or terminate access to any User without explanation if required for compliance purposes.

3. Platform Access and Accounts

3.1 Account Registration

You must create an account to access most Platform features. You agree to provide accurate, current, and complete information during registration and to update such information as necessary. You are solely responsible for maintaining the confidentiality of your credentials.

3.2 Account Security

You agree to notify Meridian immediately of any unauthorized use of your account. Meridian is not liable for losses arising from unauthorized use of your account where you failed to maintain adequate security of your credentials.

3.3 Wallet Integration

To receive token distributions, you must connect a compatible digital wallet. You are solely responsible for the security and access to your connected wallet. Meridian does not store private keys and cannot recover tokens sent to incorrect addresses.

4. Tokenized Asset Offerings

4.1 Nature of Tokens

Meridian issues ERC-3643 security tokens representing fractional economic interests in Special Purpose Vehicles (SPVs) that hold maritime and energy assets. Tokens do not confer voting rights, ownership of the underlying physical asset, or any governance rights over Meridian unless expressly stated in the applicable offering document.

4.2 Offering Documents

Each asset offering is governed by a separate Offering Memorandum or Term Sheet ("Offering Document") that supplements these Terms. In the event of a conflict, the Offering Document prevails with respect to that specific offering.

4.3 Yield and Returns

Yield projections are estimates based on historical asset performance and are not guaranteed. Actual returns may differ materially. Past performance of any asset is not indicative of future results.

4.4 Transfer Restrictions

Token transfers are restricted by the ERC-3643 smart contract to verified, KYC-cleared wallets. Attempting to transfer tokens to non-whitelisted addresses will fail at the contract level. Meridian may freeze tokens or adjust whitelist status for compliance reasons.

4.5 Minimum Investment

Minimum investment amounts are specified in each Offering Document. Meridian reserves the right to set, modify, or waive minimum investment thresholds on a per-offering basis.

5. Fees

5.1 Platform Fees

Meridian charges a platform management fee, the details of which are set out in each Offering Document. Fees may include origination fees, annual management fees, and performance fees. All applicable fees will be disclosed prior to your investment commitment.

5.2 Gas Fees

Blockchain transaction fees ("gas fees") are not charged by Meridian but are inherent to on-chain operations. These fees are borne by the transacting party and are not refundable.

5.3 No Hidden Fees

Meridian commits to full fee transparency. Any fee changes will be communicated at least 30 days in advance and will not apply retroactively to existing investments without your consent.

6. Risk Acknowledgement

By using the Platform, you acknowledge and accept the following risks, without limitation:

  • Maritime assets are subject to weather, accidents, operational failure, and total loss.
  • Token values can decrease significantly based on asset performance, market conditions, and regulatory changes.
  • Smart contracts may contain undiscovered vulnerabilities despite third-party audits.
  • Secondary market liquidity is not guaranteed and you may be unable to exit your position.
  • Regulatory changes may restrict or prohibit tokenized securities after your investment.
  • Investments in Meridian tokens are NOT covered by Canada Deposit Insurance Corporation (CDIC) insurance.

A full description of risks is available in our Risk Disclosure document, accessible via the Legal page.

7. Intellectual Property

7.1 Meridian IP

All content on the Platform, including but not limited to software, design, branding, text, graphics, data, and algorithms, is owned by or licensed to Meridian and protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works without express written permission.

7.2 User Content

By submitting any content to the Platform (e.g., KYC documents, communications), you grant Meridian a non-exclusive, royalty-free license to use such content solely for the purpose of providing the Platform services and fulfilling compliance obligations.

7.3 Feedback

Any feedback, suggestions, or ideas you provide about the Platform may be used by Meridian without restriction or compensation.

8. Prohibited Conduct

You agree not to:

  • Use the Platform for any unlawful purpose, including money laundering, fraud, or financing of terrorism.
  • Attempt to gain unauthorized access to any part of the Platform or other users' accounts.
  • Misrepresent your identity, accredited investor status, or jurisdictional eligibility.
  • Engage in market manipulation, wash trading, or coordinated price manipulation of any token.
  • Circumvent any technical measure designed to enforce compliance or access controls.
  • Scrape, harvest, or systematically extract data from the Platform without written consent.

Violation of these prohibitions may result in immediate account termination and may be reported to relevant authorities.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Meridian and its directors, officers, employees, agents, and partners shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, data, or goodwill, arising out of or in connection with your use of the Platform.

Meridian's total aggregate liability for any claim arising out of or relating to these Terms or the Platform shall not exceed the greater of (a) the total fees paid by you to Meridian in the twelve months preceding the claim, or (b) CAD $1,000.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for consequential damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

10. Indemnification

You agree to indemnify, defend, and hold harmless Meridian and its affiliates from any claims, losses, liabilities, damages, costs, or expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Platform; (b) your breach of these Terms; (c) your violation of any applicable law or third-party right; or (d) any false or misleading representation you make in connection with the Platform.

11. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. MERIDIAN EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

MERIDIAN DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION OBTAINED FROM MERIDIAN OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Province of Newfoundland and Labrador and the federal laws of Canada applicable therein, without regard to conflict of law principles.

12.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach thereof, shall first be attempted to be resolved through good-faith negotiation. If the dispute is not resolved within 30 days, it shall be submitted to binding arbitration administered by the ADR Institute of Canada under its Commercial Arbitration Rules, in St. John's, Newfoundland, in the English language.

12.3 Class Action Waiver

You agree to bring any dispute only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. You irrevocably waive the right to participate in class actions with respect to disputes arising under these Terms.

13. Termination

Meridian may suspend or terminate your access to the Platform at any time, with or without cause, and with or without notice, including for violation of these Terms, regulatory requirements, or if Meridian determines that continued service would create legal, compliance, or reputational risk.

Upon termination, your right to use the Platform ceases immediately. Sections 6, 7, 9, 10, 11, 12, and 14 of these Terms survive termination. Token holdings in your wallet are unaffected by account termination but transfer restrictions remain enforced by the smart contract.

14. Miscellaneous

14.1 Entire Agreement

These Terms, together with our Privacy Policy and applicable Offering Documents, constitute the entire agreement between you and Meridian regarding the Platform and supersede all prior agreements.

14.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force.

14.3 Waiver

No waiver by Meridian of any breach shall be deemed a waiver of any subsequent breach. Failure to enforce any provision shall not constitute a waiver of the right to enforce it in the future.

14.4 Assignment

You may not assign your rights or obligations under these Terms without Meridian's prior written consent. Meridian may assign these Terms in connection with a merger, acquisition, or sale of assets.

14.5 Force Majeure

Meridian is not liable for failure to perform due to circumstances beyond its reasonable control, including acts of God, war, natural disasters, cyberattacks, or government regulatory action.

Questions About These Terms?

For legal inquiries, please contact our legal team directly.

Mailing Address

Meridian Asset Ledger Inc.
St. John's, NL A1C 6G7, Canada

Last updated: May 1, 2026 · Meridian Asset Ledger Inc.