Governing the access and use of the Lumen Blockchain-as-a-Service Platform

BayaniChain Tech Inc.
Email: legal@bayanichain.io | Website: www.lumenblock.io

1. Introduction and Acceptance

These Terms and Conditions ("Terms") constitute a legally binding agreement between BayaniChain Corporation ("BayaniChain," "we," "our," or "us") and any individual, organization, or government entity ("Client," "you," or "your") that accesses or uses the Lumen Blockchain-as-a-Service platform ("Lumen" or the "Platform").

By onboarding to Lumen, executing a Service Agreement, or using any feature of the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and all documents incorporated herein by reference, including the Privacy Policy, the Return and Refund Policy, and the Dispute Resolution Policy.

If you are entering into these Terms on behalf of an organization or government agency, you represent and warrant that you have the authority to bind that entity. If you do not agree to these Terms, you must not use the Platform.

2. Definitions

For the purposes of these Terms, the following definitions apply:

• "Lumen Platform" means the Blockchain-as-a-Service infrastructure, APIs, developer tools, documentation, dashboards, and any associated software provided by BayaniChain.

• "Client" refers to any natural person, company, agency, or government body that has been granted access to the Lumen Platform.

• "Service Agreement" means any executed contract, purchase order, or subscription agreement between BayaniChain and the Client.

• "Chain" or "Instance" refers to a dedicated or shared blockchain environment provisioned for the Client on the Lumen Platform.

• "Data" means any content, documents, records, transactions, or information uploaded to or generated on the Lumen Platform by the Client or its Authorized Users.

• "Authorized Users" are individuals authorized by the Client to access and use the Platform under the Client's account.

• "Confidential Information" includes any non-public technical, financial, or operational information shared between the parties.

• "Competing Technology" means any software, platform, protocol, or service that performs functions substantially similar to those of the Lumen Platform or other BayaniChain products, regardless of the underlying technology stack or commercial model.

• "Intellectual Property" refers to patents, copyrights, trademarks, trade secrets, and other proprietary rights.

• "Restricted Period" means the period commencing on the effective date of the Service Agreement and ending five (5) years after the date of its termination or expiration, regardless of the reason for termination.
  
  

3. Platform Access and Onboarding

3.1 Account Registration

Access to Lumen requires successful completion of BayaniChain's onboarding process, including submission of organizational details, identification of Authorized Users, and execution of a Service Agreement. BayaniChain reserves the right to reject any onboarding application at its sole discretion.

3.2 Account Security

The Client is solely responsible for maintaining the confidentiality of all credentials, private keys, and access tokens associated with its Lumen account. BayaniChain is not liable for any unauthorized access resulting from the Client's failure to safeguard its credentials. The Client must notify BayaniChain immediately at security@bayanichain.io upon discovery of any unauthorized access or security breach.

3.3 Authorized Users

The Client may authorize individuals to access the Platform on its behalf. The Client is responsible for all actions of its Authorized Users and must ensure that each Authorized User complies with these Terms. Access must be revoked promptly when an Authorized User's authorization ends.

4. Permitted Use

The Client may use Lumen solely for lawful purposes consistent with the Service Agreement. Permitted use includes, but is not limited to:

• Deploying and operating blockchain infrastructure for internal government or enterprise operations.

• Building decentralized applications, record management systems, and transparency solutions on the Lumen Chain.

• Using BayaniChain's APIs and developer tools to integrate Lumen with existing systems.

• Leveraging Lumen's AI-powered document search and OCR capabilities for indexing and retrieval of on-chain records.
  
  

  
  

5. Prohibited Use

The Client must not use the Lumen Platform in any manner that:

• Violates any applicable law, regulation, or government directive in the Philippines or any other applicable jurisdiction.

• Facilitates or enables money laundering, terrorist financing, or any other illicit financial activity.

• Involves the transmission, storage, or processing of content that is defamatory, fraudulent, obscene, or otherwise unlawful.

• Infringes upon the intellectual property rights of any third party.

• Attempts to reverse-engineer, decompile, or derive source code from any part of the Platform.

• Disrupts, degrades, or interferes with the Platform or BayaniChain's infrastructure or the use thereof by any other client.

• Attempts to gain unauthorized access to any other client's chain, data, or credentials.

• Circumvents or disables any security, rate-limiting, or authentication mechanism of the Platform.

Violation of this section constitutes grounds for immediate suspension or termination of access.

6. Service Levels and Availability

6.1 Uptime Commitment

BayaniChain will use commercially reasonable efforts to maintain Platform availability of at least 99.5% per calendar month, excluding scheduled maintenance windows and events of Force Majeure (the "Default Uptime Commitment").

Where a Service Agreement executed between BayaniChain and the Client specifies an uptime commitment that differs from the Default Uptime Commitment, the following hierarchy shall apply:

• The uptime threshold specified in the Service Agreement shall govern and supersede the Default Uptime Commitment solely for the Client party to that Service Agreement.

• In the absence of a specific uptime provision in the Service Agreement, the Default Uptime Commitment in these Terms applies.

• Where both instruments specify an uptime commitment and there is a conflict, the higher uptime standard shall govern, unless the Service Agreement contains an explicit written provision signed by both parties acknowledging and accepting the lower standard.

  
  

6.2 Maintenance

BayaniChain reserves the right to perform scheduled maintenance that may result in temporary Platform downtime. BayaniChain will provide at least 48 hours advance notice via email or in-platform notification for planned maintenance windows, except in cases of emergency patching required to address security vulnerabilities.

6.3 Support

Technical support is provided according to the tier specified in the Service Agreement. All support requests must be submitted through the designated support portal at support.bayanichain.io or via email at lumen-support@bayanichain.io.

7. Fees and Payment

Fees for Lumen services are as set forth in the applicable Service Agreement. Unless otherwise stated:

• Subscription fees are billed in advance on a monthly or annual basis, as agreed.

• Usage-based fees (such as transaction volume or API call overages) are billed in arrears.

• All fees are denominated in Philippine Pesos (PHP) unless the Service Agreement specifies otherwise.

• Payment is due within thirty (30) calendar days from the date of invoice.

• Late payments are subject to a monthly interest charge of 1.5% on the outstanding balance.

• BayaniChain reserves the right to suspend access for accounts with invoices overdue by more than thirty (30) days.
  
  

  
  

8. Data Ownership and Responsibility

8.1 Client Data

The Client retains full ownership of all Data submitted to or generated on the Lumen Platform. BayaniChain does not claim any ownership interest in Client Data and will not use Client Data for any purpose beyond operating and improving the Platform.

8.2 Data Accuracy

The Client is solely responsible for the accuracy, legality, and integrity of all Data it submits to the Platform. BayaniChain does not verify the content, accuracy, or legal compliance of Client Data.

8.3 Immutability Acknowledgment

The Client acknowledges that a core property of blockchain technology is immutability. Once transactions or records are committed to the chain, they cannot be modified or deleted. BayaniChain will not be liable for consequences arising from Client-submitted data that is later found to be inaccurate, unauthorized, or unlawful.

9. Intellectual Property

9.1 BayaniChain IP

All intellectual property embodied in the Lumen Platform, including software, algorithms, architecture, branding, and documentation, is and remains the exclusive property of BayaniChain. These Terms grant the Client a limited, non-exclusive, non-transferable license to access and use the Platform solely as permitted under the Service Agreement.

9.2 Client IP and Applications Built on Lumen

BayaniChain acknowledges that the Client may develop applications, integrations, and systems ("Client Applications") that interface with or are built upon the Lumen Platform. Subject to compliance with Section 10 (Confidentiality and Non-Compete), Client Applications and all intellectual property therein remain the property of the Client. For the avoidance of doubt:

• Permitted: Client Applications that use Lumen APIs or infrastructure as a backend service for the Client's own internal or public-facing operations are permitted under these Terms.

• Not permitted without consent: Client Applications that effectively replicate, resell, or sublicense Lumen's core BaaS functionality — whether as a standalone product or as a component of a broader platform — are not permitted without BayaniChain's prior written consent and a separate sublicensing agreement.

• No implied endorsement: The Client must not represent to third parties that Client Applications are built, endorsed, or certified by BayaniChain without prior written approval.

Where the Client intends to commercially distribute applications incorporating Lumen technology, or to white-label such technology, the parties shall negotiate a separate partnership or OEM agreement. BayaniChain retains the right to approve or reject any such arrangement at its sole discretion.

9.3 Feedback

If the Client provides suggestions, feedback, or ideas regarding the Platform, BayaniChain may use such feedback without obligation, attribution, or compensation to the Client.

10. Confidentiality and Non-Compete

10.1 Confidentiality Obligations

Each party agrees to keep confidential all Confidential Information of the other party and to use such information solely for purposes related to the performance of obligations under these Terms. Confidential Information shall not be disclosed to third parties without prior written consent, except as required by law or court order. These obligations survive termination for five (5) years.

10.2 Non-Compete Obligation

During the period commencing on the effective date of the Service Agreement and ending five (5) years after its termination or expiration (the "Restricted Period"), the Client agrees not to, directly or indirectly:

• Develop, create, commission, fund, or materially participate in the development of any Competing Technology, as defined in Section 2.

• License, sublicense, or transfer any know-how, technical specifications, or proprietary information derived from the Client's use of the Lumen Platform to any third party for the purpose of developing or enhancing existing Competing Technology.

• Engage or employ any former BayaniChain employee or contractor who has material knowledge of Lumen's proprietary architecture, for the specific purpose of building or enhancing Competing Technology.

The Client acknowledges that the Lumen Platform embodies substantial proprietary investment and that competition arising directly from Client access to the Platform would cause irreparable harm not adequately compensable by monetary damages alone. BayaniChain shall therefore be entitled to seek injunctive relief for any breach of this clause without the need to post a bond or other security, unless required by applicable law.

Government clients operating under a public mandate to build or procure alternative infrastructure shall not be subject to this non-compete restriction to the extent it conflicts with applicable procurement law or a constitutional obligation. Any such exemption must be expressly documented in the relevant Service Agreement.

10.3 Monetary Penalties for Breach

In the event of a material breach by the Client of its obligations under Sections 10.1 (Confidentiality), 10.2 (Non-Compete), or Section 9 (Intellectual Property), the Client shall be liable to BayaniChain for the following liquidated damages. The parties agree these represent a genuine pre-estimate of loss and are not a penalty:

• Breach of Confidentiality (Section 10.1): PHP 500,000 per incident of unauthorized disclosure, plus all documented losses, remediation costs, and reasonable legal fees directly incurred by BayaniChain as a result of the breach.

• Breach of Non-Compete (Section 10.2): PHP 2,000,000 as a base sum, plus an amount equal to any revenues derived by the Client from the Competing Technology during the Restricted Period, plus BayaniChain's reasonable legal and enforcement costs.

• Breach of Intellectual Property Obligations (Section 9): PHP 1,000,000 per incident of unauthorized use, sublicensing, or misrepresentation, plus any profits attributable to the unauthorized use and all enforcement costs.

The above liquidated damages are in addition to, and do not limit, BayaniChain's right to seek injunctive relief, specific performance, or any other remedy available under applicable law. BayaniChain is not required to prove actual loss to enforce liquidated damages under this section.

Conversely, any breach by BayaniChain of its confidentiality obligations under Section 10.1 shall entitle the Client to seek damages through the Dispute Resolution procedures set forth in the Dispute Resolution Policy.

11. Warranties and Disclaimers

BayaniChain warrants that it will use commercially reasonable skill and care in providing the Lumen Platform. Except as expressly stated herein, the Platform is provided "as is" and "as available" without warranty of any kind, express or implied. BayaniChain does not warrant that the Platform will be error-free, uninterrupted, or free from vulnerabilities.

12. Limitation of Liability

To the maximum extent permitted by applicable law, BayaniChain's total aggregate liability to the Client for any claims arising out of or related to these Terms shall not exceed the total fees paid by the Client to BayaniChain in the three (3) months immediately preceding the event giving rise to the claim.

In no event shall BayaniChain be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, data, goodwill, or business opportunities, even if advised of the possibility of such damages.

Nothing in these Terms limits liability for fraud, gross negligence, willful misconduct, or for the liquidated damages expressly stipulated in Section 10.3.

13. Indemnification

The Client agrees to indemnify, defend, and hold harmless BayaniChain and its officers, directors, employees, and agents from and against any claims, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) the Client's use of the Platform in violation of these Terms; (b) the Client's Data; (c) the Client's breach of any applicable law; (d) any claim by a third party arising from the Client's use of the Platform; or (e) any breach by the Client of its confidentiality, non-compete, or IP obligations under Sections 9 and 10.

14. Term and Termination

14.1 Term

These Terms remain in effect for as long as the Client maintains access to the Lumen Platform or until terminated in accordance with this section.

14.2 Termination for Convenience

Either party may terminate the Service Agreement upon thirty (30) days written notice to the other party, subject to any minimum term provisions in the Service Agreement.

14.3 Termination for Cause — Material Breach

BayaniChain may suspend or terminate the Client's access immediately upon written notice in the event of a material breach by the Client. Without limiting the generality of the foregoing, each of the following independently constitutes a material breach:

• (i) Breach of Confidentiality (Section 10.1): Any unauthorized disclosure of BayaniChain's Confidential Information or proprietary technical specifications to a third party.

• (ii) Breach of Non-Compete (Section 10.2): Unauthorized development, commissioning, participation in, or enhancement of Competing Technology during the Restricted Period.

• (iii) Breach of Intellectual Property (Section 9): Unauthorized sublicensing of Lumen technology, misrepresentation of BayaniChain's endorsement, or material infringement of BayaniChain's IP rights.

• (iv) Non-Payment: Failure to pay outstanding fees within thirty (30) calendar days of a written payment demand, where the overdue amount exceeds PHP 100,000 or two (2) consecutive monthly invoices, whichever is the lower threshold.

• (v) Prohibited Use (Section 5): Use of the Platform for illegal activity, unauthorized access, or material disruption to the Platform or other Clients.

• (vi) Misrepresentation: Providing materially false or misleading information during onboarding or in connection with the execution of the Service Agreement.

• (vii) Insolvency: The appointment of a receiver or liquidator, or the commencement of voluntary or involuntary winding-up proceedings against the Client.

• (viii) Other Analogous Acts: Any other act or omission by the Client that, while not expressly enumerated in items (i) through (vii) above, is of a substantially similar nature and gravity, and which, in BayaniChain's reasonable determination, constitutes a material breach of any provision of these Terms and Conditions or the applicable Service Agreement.

For breaches under items (i), (ii), and (iii), BayaniChain will provide written notice to the Client. The Client will have five (5) business days to cure the breach where cure is possible. Where the breach is by its nature incapable of cure, termination is effective immediately upon notice.

14.4 Effect of Termination

Upon termination, the Client's access to the Platform is immediately revoked. BayaniChain will retain Client Data for sixty (60) days post-termination, during which the Client may request export. Thereafter, BayaniChain may delete all Client Data. The obligations under Sections 9 (IP) and 10 (Confidentiality and Non-Compete) survive termination in accordance with their respective terms.

15. Force Majeure

Neither party shall be liable for failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, war, government actions, cyberattacks, internet outages, or pandemic-related disruptions, provided the affected party promptly notifies the other and uses reasonable efforts to resume performance.

16. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Republic of the Philippines. The parties consent to the exclusive jurisdiction of the courts of Taguig City, Metro Manila, Philippines, for the resolution of any disputes not resolved under the Dispute Resolution Policy.

17. Amendments

BayaniChain reserves the right to update or modify these Terms at any time. Clients will be notified of material changes via email or in-platform notice at least thirty (30) days prior to the effective date. Continued use of the Platform after the effective date constitutes acceptance of the revised Terms.

18. Severability and Waiver

If any provision of these Terms is found to be unenforceable, the remaining provisions remain in full force. Failure by BayaniChain to enforce any right or provision shall not constitute a waiver of such right or provision.

19. Entire Agreement

These Terms, together with the applicable Service Agreement, Privacy Policy, Return and Refund Policy, and Dispute Resolution Policy, constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior negotiations, representations, and agreements.

20. Contact

For inquiries regarding these Terms, please contact:

BayaniChain Tech Inc. — Legal Department

Enderun Design & Innovation Campus, 2nd Floor, Estancia Mall South Wing, Meralco Avenue, Brgy Oranbo, Ortigas Center, Pasig  City, 1605 Philippines

Email: legal@bayanichain.io

Website: www.lumenblock.io