Terms of Service

§1. About these Terms

These Terms of Service (”Terms”) form a binding agreement between Witnium Technologies AB, a Swedish limited liability company with organisation number 559416-7453 (”Witnium”, “we”, “us”, “our”), and the person or legal entity that accepts these Terms (”Customer”, “you”, “your”). The Terms govern the Customer’s access to and use of the Services.

By creating an account, accessing the Services, or clicking to accept these Terms, the Customer represents that the individual accepting is authorised to bind the Customer, and the Customer agrees to be bound by these Terms.

If the Customer purchases a paid plan, the order form, plan-specific terms set out on witniumchain.com/pricing, and any signed agreement between the parties form part of this contract. In the event of conflict, the order of precedence is: (1) signed agreement, if any; (2) order form; (3) these Terms; (4) the Witnium documentation.

§2. Definitions

Capitalised terms have the meanings set out below, in addition to those defined elsewhere in these Terms.

“Account” means the Customer’s registered account on the Platform.

“Authorised User” means an individual whom the Customer authorises to access the Services on the Customer’s behalf and who has been provisioned with credentials.

“Confidential Information” has the meaning given in Section 13.

“Content” means any data, code, text, signatures, fingerprints, metadata, or other materials submitted to the Platform by or on behalf of the Customer.

“Credits” means the internal accounting units used by Witnium to bill for Witness operations. Customer-facing usage is denominated in Witnesses; Credits are the underlying ledger unit.

“Documentation” means the technical and policy documentation Witnium makes available at docs.witniumchain.com and witniumchain.com.

“Order” means a signed order form, an online subscription, or a one-time purchase placed by the Customer for paid Services.

“Personal Data” has the meaning given in Article 4(1) GDPR.

“Platform” means the Witniumchain platform comprising the witnessing infrastructure, accounts service, chain-api, MCP server, SDKs, and related components.

“Services” means the Platform and all related services Witnium provides to the Customer under these Terms.

“Subscription Term” means the period during which the Customer’s paid plan is in effect.

“Top-up” means a one-time purchase of additional Witnesses that supplements the Customer’s monthly allowance.

“Witness” means a complete propose-sign-finalise cycle ending in a sealed on-chain record.

§3. Account registration

To use the Services, the Customer must register for an Account. The Customer must provide accurate information and keep its Account information up to date. The Customer is responsible for maintaining the confidentiality of its credentials, including private keys generated on the Customer’s systems, and for all activity that occurs under its Account.

The Customer must promptly notify Witnium of any unauthorised use of, or access to, the Account by emailing security@witnium.com.

The Customer represents that it is a business or professional and that it is at least 18 years old or the age of legal majority in its jurisdiction.

§4. Service description

Witnium provides a cryptographic witnessing infrastructure for digital records, accessible through a REST API, a Model Context Protocol (MCP) server, and software development kits (”SDKs”). The Services enable the Customer to record cryptographic fingerprints of content, signatures, and operational context to a tamper-evident chain, in a manner verifiable by independent third parties.

Witnium will provide the Services in accordance with the Documentation and the service levels applicable to the Customer’s plan. Witnium reserves the right to modify the Services, provided that no modification will materially reduce the functionality of the Services during a paid Subscription Term.

§5. Licence grant

Subject to these Terms and payment of all applicable fees, Witnium grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence during the Subscription Term to access and use the Services and the Documentation solely for the Customer’s internal business purposes, and to integrate the Services into the Customer’s own products and services for the Customer’s own end users.

The Customer obtains no other rights in the Services or the Documentation. All rights not expressly granted are reserved.

§6. Customer obligations and restrictions

The Customer will not, and will not permit any Authorised User or third party to:

(a) access or use the Services in violation of any law, regulation, or third-party right;

(b) attempt to reverse engineer, decompile, disassemble, or derive source code from the Services, except to the extent (and only to the extent) that applicable law expressly permits;

(c) circumvent or attempt to circumvent any technical limitations of the Services, including rate limits, credit allowances, or authentication controls;

(d) use the Services to develop a product or service that competes with the Services;

(e) sell, resell, sublicense, lease, distribute, or otherwise transfer the Services to any third party, except as expressly permitted under a Witnium partner program;

(f) use the Services to transmit any malicious code, virus, or other harmful material;

(g) attempt to gain unauthorised access to the Services, other accounts, or related systems or networks;

(h) submit to the Services any content that the Customer does not have the right to submit, or that infringes any third party’s intellectual property, privacy, or other rights;

(i) use the Services in a manner that imposes an unreasonable or disproportionate load on Witnium’s infrastructure;

(j) use the Services for the development, training, or operation of AI systems for purposes prohibited under Article 5 of the EU AI Act, including but not limited to social scoring by public authorities, untargeted scraping of facial images, and the generation of child sexual abuse material or non-consensual intimate imagery; or

(k) use the Services in any manner that violates Witnium’s Acceptable Use Policy as published from time to time on the Website.

§7. Acceptable use

The Customer will use the Services responsibly. Witnium may, on prior notice where reasonably practicable, suspend or limit the Customer’s access to the Services where:

• the Customer’s use poses a security, integrity, or stability risk to the Platform;
• the Customer’s use violates these Terms; or
• Witnium is required to do so by law or by a binding order of a competent authority.

Where suspension is imposed without prior notice, Witnium will notify the Customer as promptly as reasonably practicable.

§8. Customer data and Content

8.1 Customer ownership

As between the parties, the Customer retains all rights, title, and interest in and to the Content. Witnium does not acquire any ownership rights in the Content. The Customer is solely responsible for the legality, accuracy, and quality of the Content.

8.2 Architectural privacy

Witnium does not have access to the underlying content from which fingerprints submitted to the Platform are derived. By design, the Platform receives only cryptographic fingerprints, public keys, signatures, and operational metadata; it does not receive private keys or the content witnessed by the Customer.

8.3 Licence to Witnium

The Customer grants Witnium a non-exclusive, worldwide, royalty-free licence to process the Content to the extent necessary to provide the Services. Witnium will not use the Content for any purpose other than providing and improving the Services and complying with these Terms.

8.4 Personal data

Where the Services are used to process Personal Data on behalf of the Customer, the Witnium Data Processing Agreement (the “DPA”) published at witniumchain.com/dpa applies and is incorporated into these Terms by reference. The DPA prevails over these Terms in respect of the processing of Personal Data.

8.5 Immutability of chain records

The Customer acknowledges that records sealed on the chain by the Services are tamper-evident and cannot be modified or deleted by Witnium or by the Customer. This property is essential to the function of the Services. The Customer is responsible for ensuring that it does not submit fingerprints, metadata, or context information that the Customer is not entitled to submit or that the Customer would later need to redact.

§9. Intellectual property

Witnium and its licensors own all right, title, and interest in and to the Services, the Documentation, the Platform, and all related intellectual property. Nothing in these Terms transfers ownership of the foregoing to the Customer.

Feedback or suggestions provided by the Customer to Witnium concerning the Services may be used by Witnium without restriction and without obligation to the Customer.

The Customer may not remove, alter, or obscure any proprietary notice on the Services or in the Documentation.

§10. Fees and payment

10.1 Plans and Orders

The Customer will pay the fees for the plan it has selected, as set out in the Order or, where the Customer subscribes online, as set out on witniumchain.com/pricing at the time of subscription.

10.2 Billing cycle

Subscription fees are billed in advance, monthly or annually, as selected by the Customer. Annual subscriptions are billed in a single payment for the full annual term. Top-ups are billed as one-time purchases at the time of purchase.

10.3 Taxes

All fees are exclusive of any applicable value-added tax, sales tax, withholding tax, or other tax, which the Customer is responsible for paying in addition to the fees, except for taxes based on Witnium’s net income.

10.4 Payment

Fees are payable in Euro by credit card, debit card, or, where Witnium agrees, SEPA direct debit or bank transfer. The Customer authorises Witnium and its payment processor to charge the Customer’s payment method for the applicable fees.

10.5 Late payment

If a payment is overdue by more than 14 days, Witnium may suspend the Customer’s access to paid features and may, after 30 days, terminate the Subscription Term. Witnium is entitled to interest on overdue amounts at the rate set under the Swedish Interest Act (räntelagen (1975:635)), Section 6, currently the reference rate plus eight percentage points, calculated from the due date.

10.6 No refunds

Except as expressly set out in these Terms or required by mandatory law, fees are non-refundable. Monthly allowances are not refundable when not fully used in a billing cycle. Top-ups are non-refundable but do not expire.

10.7 Price changes

Witnium may change its prices on at least 30 days’ prior notice. Any change will take effect at the start of the next Subscription Term following the notice period. If the Customer does not accept the change, the Customer may terminate the Services with effect from the end of the then-current Subscription Term.

§11. Credits, subscriptions, and Top-ups

11.1 Witnesses and Credits

Customer-facing allowances are denominated in Witnesses. Internally, Witness operations consume Credits at variable rates depending on the complexity of the operation (for example, the number of signers). The Customer’s ledger, accessible from the Account, displays both Witnesses and Credits transparently.

11.2 Monthly allowance

Each paid plan and the Free plan includes a monthly allowance of Witnesses. The allowance is granted on the first day of each billing cycle and does not roll over. Unused Witnesses from a billing cycle do not accumulate to subsequent cycles.

11.3 Top-ups

Top-up packs are one-time purchases. Witnesses included in a Top-up are credited to the Account on purchase, do not expire, and are consumed only after the monthly allowance for the then-current billing cycle has been exhausted.

11.4 Insufficient balance

If the Customer’s combined monthly allowance and Top-up balance reach zero, the Services will return an HTTP 402 (Payment Required) response for Witness operations until the Customer purchases a Top-up or upgrades the plan. Read-only operations remain available.

11.5 Plan changes

Upgrades take effect immediately, with prorated billing for the remainder of the Subscription Term. Downgrades take effect at the start of the next Subscription Term.

§12. Service availability and SLA

Witnium will use commercially reasonable efforts to make the Services available consistent with the service level commitment applicable to the Customer’s plan. The applicable service level is set out on witniumchain.com/pricing or in the Order.

Service level commitments do not apply to:

(a) scheduled maintenance, for which Witnium will provide reasonable advance notice; (b) emergency maintenance; (c) unavailability caused by the Customer’s failure to comply with these Terms; (d) unavailability caused by third parties outside Witnium’s reasonable control; (e) the Free plan, which is provided without a service level commitment; or (f) force majeure events as set out in Section 21.

Service credits, where applicable, are the Customer’s sole and exclusive remedy for failure to meet a service level commitment.

§13. Confidentiality

Each party (the “Receiving Party”) may receive Confidential Information from the other party (the “Disclosing Party”). “Confidential Information” means any non-public information disclosed by the Disclosing Party that is identified as confidential or that should reasonably be understood to be confidential. Confidential Information includes, in the case of Witnium, the non-public elements of the Services and the Documentation, and in the case of the Customer, the Content (subject to Section 8.2 above) and the Customer’s business information.

The Receiving Party will: (a) protect the Confidential Information using the same standard of care it uses to protect its own confidential information of like kind (and in any case no less than reasonable care); (b) not use the Confidential Information except to perform its obligations or exercise its rights under these Terms; and (c) not disclose the Confidential Information except to its employees, contractors, and advisers who have a need to know and who are bound by confidentiality obligations no less protective than those of this Section.

This Section does not apply to information that (i) is or becomes publicly available without breach of these Terms, (ii) was known to the Receiving Party without obligation of confidentiality before receipt from the Disclosing Party, (iii) is received from a third party without obligation of confidentiality, or (iv) is independently developed by the Receiving Party.

The Receiving Party may disclose Confidential Information to the extent required by law or a competent authority, provided that, where lawful, it gives the Disclosing Party prompt notice and a reasonable opportunity to seek a protective order.

§14. Warranties and disclaimers

14.1 Mutual warranties

Each party warrants that it has full power and authority to enter into and perform these Terms.

14.2 Witnium warranties

Witnium warrants that: (a) it will provide the Services with reasonable skill and care; and (b) the Services, as provided by Witnium and used by the Customer in accordance with these Terms and the Documentation, will substantially conform to the Documentation during the Subscription Term.

If the Services do not conform to the warranty in clause (b), the Customer’s sole and exclusive remedy, and Witnium’s entire liability, is for Witnium to use commercially reasonable efforts to correct the non-conformity. If Witnium is unable to do so within a reasonable period, the Customer may terminate the affected Services and Witnium will refund the prepaid fees for the unused portion of the Subscription Term.

14.3 Customer warranties

The Customer warrants that: (a) it has the right and authority to submit the Content to the Services; (b) the Content does not infringe any third party’s rights; (c) the Customer’s use of the Services complies with all applicable laws and regulations; and (d) the Customer will not use the Services for any prohibited purposes set out in Section 6.

14.4 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. WITNIUM DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITNIUM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THEY WILL MEET THE CUSTOMER’S REQUIREMENTS.

THE SERVICES ARE NOT A SUBSTITUTE FOR LEGAL ADVICE. WITNIUM DOES NOT GUARANTEE THAT USE OF THE SERVICES, IN ITSELF, WILL ENSURE COMPLIANCE WITH ANY LAW OR REGULATION, INCLUDING THE EU AI ACT. THE CUSTOMER IS RESPONSIBLE FOR ITS OWN COMPLIANCE.

§15. Indemnification

15.1 By Witnium

Witnium will defend the Customer against any claim brought by a third party alleging that the Services, as provided by Witnium and used by the Customer in accordance with these Terms, infringe the third party’s intellectual property right, and will pay any damages finally awarded against the Customer or agreed in settlement, provided that the Customer: (a) promptly notifies Witnium of the claim; (b) gives Witnium sole control of the defence and settlement; and (c) provides reasonable cooperation at Witnium’s expense.

If a claim is made or appears likely, Witnium may at its option (i) procure the right for the Customer to continue using the Services, (ii) modify the Services to be non-infringing while substantially preserving functionality, or (iii) terminate the affected Services and refund the prepaid fees for the unused portion of the Subscription Term.

Witnium has no obligation under this Section in respect of claims arising from (A) the Customer’s use of the Services in combination with non-Witnium products where the claim would not have arisen but for the combination, (B) modifications to the Services not made by Witnium, (C) use of the Services in violation of these Terms or applicable law, or (D) Content.

15.2 By the Customer

The Customer will defend Witnium against any claim brought by a third party arising from (a) the Customer’s Content, (b) the Customer’s use of the Services in violation of these Terms, applicable law, or third-party rights, or (c) the Customer’s breach of any representation or warranty in these Terms, and will pay any damages finally awarded against Witnium or agreed in settlement, subject to Witnium giving prompt notice of the claim, sole control of the defence and settlement, and reasonable cooperation at the Customer’s expense.

§16. Limitation of liability

16.1 Excluded losses

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY (i) LOSS OF PROFITS, REVENUE, OR ANTICIPATED SAVINGS, (ii) LOSS OF DATA OR USE OF DATA (EXCEPT AS REQUIRED FOR THE CALCULATION OF DIRECT DAMAGES), (iii) LOSS OF GOODWILL OR REPUTATION, (iv) INDIRECT, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, OR (v) PUNITIVE DAMAGES, IN EACH CASE WHETHER OR NOT THE POSSIBILITY OF SUCH LOSSES WAS NOTIFIED OR FORESEEABLE.

16.2 Cap

THE TOTAL AGGREGATE LIABILITY OF EACH PARTY UNDER OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER TO WITNIUM UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

16.3 Exceptions

The limitations in this Section do not apply to: (a) liability for death or personal injury caused by negligence; (b) liability for fraud or fraudulent misrepresentation; (c) the Customer’s payment obligations; (d) either party’s indemnification obligations under Section 15; (e) breach of confidentiality obligations under Section 13; or (f) any other liability that cannot be excluded or limited under applicable law.

16.4 Basis of the bargain

The Customer acknowledges that the limitations and exclusions in this Section are a fundamental basis of the bargain between the parties and that Witnium would not enter into these Terms without them.

§17. Term and termination

17.1 Term

These Terms commence on the date the Customer first accepts them or first accesses the Services, whichever is earlier, and continue until terminated in accordance with this Section.

17.2 Termination for convenience

The Customer may terminate the Free plan at any time. The Customer may terminate a paid plan with effect from the end of the then-current Subscription Term.

Witnium may terminate the Free plan at any time on reasonable notice. Witnium may terminate a paid plan with effect from the end of the then-current Subscription Term, by notice given at least 30 days before the end of the term.

17.3 Termination for cause

Either party may terminate these Terms with immediate effect on written notice if: (a) the other party commits a material breach that is incapable of remedy, or that it has failed to remedy within 30 days of being notified in writing to do so; or (b) the other party becomes insolvent, enters into bankruptcy, liquidation, administration, or any similar process, or is unable to pay its debts as they fall due.

Witnium may also suspend or terminate immediately if the Customer’s use of the Services poses an imminent risk to security, integrity, or legality of the Platform.

§18. Effect of termination

On termination: (a) the Customer’s right to access and use the Services ceases; (b) the Customer remains liable for fees accrued before termination; (c) within 30 days, the Customer may request export of its account data in a structured, commonly used, machine-readable format, after which Witnium may delete that data, subject to legal retention obligations; (d) records sealed on the chain before termination remain on the chain and cannot be modified or deleted by Witnium; verification through the chain explorer remains available; and (e) Sections 2, 8, 9, 13, 14.4, 15, 16, 18, 19, 20, and 21 survive termination.

§19. Governing law and jurisdiction

These Terms, and any non-contractual obligation arising out of or in connection with them, are governed by the laws of Sweden, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be finally settled by the Stockholm District Court (Stockholms tingsrätt) as court of first instance, to which both parties hereby submit, except that Witnium may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

The parties may, by mutual agreement, refer a dispute to arbitration under the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The seat of arbitration shall be Stockholm and the language English.

§20. Modifications

Witnium may amend these Terms from time to time. Where changes are material, Witnium will provide at least 30 days’ prior notice by email to the account contact and/or by prominent notice on the Website. If the Customer does not accept the amended Terms, the Customer may terminate the Services with effect from the end of the then-current Subscription Term, in which case Witnium will refund the prepaid fees for the unused portion. Continued use of the Services after the effective date of any amendment constitutes acceptance of the amended Terms.

§21. Miscellaneous

Entire agreement. These Terms, together with any Order, the DPA, and the documents expressly incorporated by reference, constitute the entire agreement between the parties and supersede all prior agreements and understandings, written or oral, relating to their subject matter.

Assignment. The Customer may not assign these Terms or any rights or obligations under them without Witnium’s prior written consent. Witnium may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, on written notice to the Customer.

No waiver. A failure or delay in exercising a right under these Terms does not constitute a waiver of that right.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision will be replaced by a valid one that most closely reflects the original intent.

Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Notices. Notices to Witnium must be sent to legal@witnium.com. Notices to the Customer will be sent to the email address on the Account. Notices are deemed received on the day of sending if sent on a business day before 17:00 CET, and otherwise on the next business day.

Force majeure. Neither party is liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, riot, embargo, acts of civil or military authority, fire, flood, accident, strike, internet or telecommunications failure not within the party’s network, or shortage of transportation, facilities, fuel, energy, labour, or materials. The affected party will use reasonable efforts to mitigate the effect and to resume performance.

Headings. Headings are for reference only and do not affect interpretation.

Language. These Terms are drafted in English. Any translation is for convenience only; the English version controls in case of conflict.