Digital Licence Terms

Last update: August 25th, 2025

1. Introduction

These Terms govern the acquisition, holding, and use of LongBoat NFT Node Licenses (“NFTs”). By purchasing or otherwise acquiring a LongBoat NFT, you (“User,” “Holder”) agree to these Terms and acknowledge that the NFT is a collectible license to participate in the LongBoat network, not a share, equity instrument, or security.

Definitions – LongBoat NFTs

For the purposes of these Terms, the expressions “LongBoat Digital Licence,” “LongBoat NFT,” and “LongBoat Collectible” are used interchangeably and shall have the same meaning. Each refers to the blockchain-based digital item issued by LongBoat Digital LLC that may be freely transferred or sold on secondary marketplaces, and which grants the current holder the right to access and participate in the LongBoat network as described herein.

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2. Nature of the NFT License

1. A LongBoat NFT represents a collectible license granting the Holder the right to:

   1. Access the LongBoat decentralized synchronized ledger node (“DSLN”) network via the LongBoat dApp.

   2. Perform optional Monitoring Actions (such as verifying container GPS data).

   3. Participate in discretionary Network Contribution Rewards.

2. A LongBoat NFT does not represent:

   1. Ownership of any physical shipping container.

   2. Ownership of shares, equity, or voting rights in LongBoat Digital LLC, LongBoat Operations Ltd, or affiliates.

   3. Any guarantee of financial return.

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3. Monitoring Actions & Network Participation

1. Holders may connect to the LongBoat dApp and perform Monitoring Actions, including verifying and syncing container GPS data.

2. Monitoring Actions help secure the DSLN network and contribute to data integrity.

3. Performing Monitoring Actions may reduce certain operational fees charged by LongBoat Digital LLC.

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4. Network Contribution Rewards

1. LongBoat Digital LLC may, at its discretion, allocate a portion of service fees received from LongBoat Operations Ltd to NFT holders as Network Contribution Rewards, typically denominated in USDC.

2. Rewards are discretionary, variable, and not guaranteed.

3. Reward levels depend on container network performance, operational factors, and Holder’s Monitoring Actions (e.g., maintaining an active streak of participation).

4. If the Holder does not perform Monitoring Actions, LongBoat Digital LLC may perform them on the Holder’s behalf and retain the associated fees.

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5. Fees

1. LongBoat Digital LLC reserves the right to charge operational fees for managing the network, processing Monitoring Actions, and administering rewards.

2. Holders may reduce or offset such fees by actively participating in Monitoring Actions through the dApp.

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6. Contingent Liquidation Rights

1. No Ownership of Containers: Holding a LongBoat NFT does not grant direct ownership of, or title to, any shipping container or physical asset.

2. Event of Liquidation: In the event that both LongBoat Digital LLC and LongBoat Operations Ltd are subject to liquidation, dissolution, or bankruptcy proceedings, LongBoat Operations Ltd shall, where reasonably practicable, liquidate its container assets.

3. Distribution of Net Proceeds: After debts, obligations, and expenses are settled, net proceeds shall be distributed on a pro rata basis to all valid NFT holders, proportionate to the number of NFTs held at the time of liquidation.

4. No Guarantee of Value: Liquidation proceeds, if any, may be greater or less than amounts paid for NFTs. LongBoat Digital LLC makes no guarantee of liquidation value.

5. Exclusive Remedy: This contingent liquidation right is the sole and exclusive remedy of NFT holders in such an event.

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7. Restricted Markets & Eligibility

1. LongBoat NFTs are not available to residents, citizens, or green card holders of the United States, China, or any jurisdiction subject to international sanctions (including OFAC or EU sanctions lists).

2. By acquiring a LongBoat NFT, the Holder represents and warrants that they are not a U.S. Person (as defined under Regulation S of the U.S. Securities Act of 1933).

3. LongBoat Digital LLC reserves the right to restrict access from additional jurisdictions as laws evolve.

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8. No Investment Advice

NFTs are collectibles and access licenses, not investments. Nothing in these Terms or related materials constitutes investment advice, solicitation, or a promise of financial return.

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9. Data & Privacy

1. LongBoat Digital LLC may collect limited data (e.g., wallet address, dApp usage, Monitoring Action logs).

2. Personal data is handled in line with the LongBoat Privacy Policy.

3. No personal data is sold or shared with third parties without consent.

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10. Risks

By acquiring a LongBoat NFT, you acknowledge:

• NFTs are digital assets subject to market risk and volatility.

• Rewards are discretionary, variable, and not guaranteed.

• Regulatory changes may affect the availability or legality of NFTs in your jurisdiction.

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11. Dispute Resolution & Arbitration

1. Any dispute, claim, or controversy arising from or relating to these Terms shall be resolved exclusively by the Próspera ZEDE court system under the laws of Próspera ZEDE and in accordance with the Roatan Common Law Code and applicable Próspera Rules. The seat of litigation shall be within Próspera ZEDE, Honduras, and the language of proceedings shall be English.

2. The arbitration shall be conducted in English.

3. Class actions and collective claims are expressly waived.

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12. Changes

LongBoat Digital LLC may update these Terms from time to time. Updates will be published on the official LongBoat website/dApp with a new “Effective Date.”

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13. Governing Law

These Terms are governed by and shall be construed in accordance with the laws of Próspera ZEDE, including the Próspera Charter, the Roatan Common Law Code, and applicable Próspera Rules, without regard to conflict of law principles.