Preamble
All orders made and agreements concluded between Tokenize.it and Client regarding the use of Tokenize.it’s Startup Tools by Client shall be subject to these Terms and Conditions. Tokenize.it does not accept deviating standard terms and conditions or other contractual conditions used by Client, except where Tokenize.it explicitly accepts such terms in writing. Tokenize.it hereby already explicitly denies any acceptance of terms and conditions of Client.

1. Definitions
Capitalized terms have the following meanings, unless otherwise defined in the SSA.

1.1. “Administrative Users” shall mean one or more designated individual(s) of Client whom Client has permitted to access and administer the Startup Tools as provided under the SSA.

1.2. “Authorized Users” shall mean Investors and Administrative Users.

1.3. “Business Day” shall mean Monday to Friday except for public bank holidays at Tokenize.it’s registered seat.

1.4. “Client” is defined on the Cover Page.

1.5. “Client Content” shall mean the data, software applications, media, content and websites in object code or source code provided by Client for use with the Startup Tools.

1.6. “Confidential Information” shall mean all written or oral information, disclosed by either Party to the other under the SSA, related to the business or operations of either Party or a third party that has been identified as confidential or that by the nature of the circumstances surrounding disclosure would reasonably be understood to be confidential in nature. With regard to Tokenize.it’s Confidential Information, such information includes the information on and relating to the Services.

1.7. “Controller” is defined in the DPA.

1.8. “Company T&Cs” shall mean the general terms and conditions for companies with respect to Platform Accounts available at https://www.tokenize.it/en/terms of which the German version shall be binding.

1.9. “Cover Page” shall mean the first page of the SSA containing, among other things, the signatures of the Parties.

1.10. “Data Subject” is defined in the DPA.

1.11. “Defect” is defined in Section 8.3 of these Terms and Conditions.

1.12. “Disputed Invoice” is defined in Section 6.6 of these Terms and Conditions.

1.13. “DPA” shall mean the Data Processing Agreement available at https://www.tokenize.it/saas-dpa.

1.14. “DPO” is defined in the DPA.

1.15. “Effective Date” shall mean the date indicated as Effective Date on the Cover Page or, in lack of such indication, the last date of signature of the Cover Page by both Parties.

1.16. “Fees” shall mean the remuneration which Tokenize.it is entitled to for providing the Services under the SSA.

1.17. “SSA” shall mean the Tokenize.it Startup Tools as a Service Agreement including all Addenda and attachments thereto, as defined on the Cover Page.

1.18. “Startup Tools” shall mean the subscription-based software tools and services provided by Tokenize.it to Client through a Platform Account on the Platform as further specified in Addendum 1 and as ordered by Client through the Service Plan.

1.19. “GDPR” shall mean Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

1.20. “Initial Term” is defined in Section 12.1 of these Terms and Conditions.

1.21. “Investors” is defined in the User T&Cs (cf. Investoren in the German version of the User T&Cs).

1.22. “Investment Brokerage” is defined in the Company T&Cs (cf. Anlagevermittlung in the German version of the Company T&Cs).

1.23. “Monthly Base Fee” is defined in Section 6.2 of these Terms and Conditions.

1.24. “Parties” is defined on the Cover Page.

1.25. “Platform” is defined on the Cover Page.

1.26. “Platform Account” is defined in the Company T&Cs (cf. Plattformkonto in the German version of the Company T&Cs).

1.27. “Personal Data” is defined in the DPA.

1.28. “Private Offer” is defined in the Company T&Cs (cf. Privatangebot in the German version of the Company T&Cs).

1.29. “Processing” is defined in the DPA.

1.30. “Processor” is defined in the DPA.

1.31. “Services” shall mean the Startup Tools and any special feature requests or custom services, as well as the associated user guides and documentation.

1.32. “Service Plan” shall mean that certain service plan and pricing that Client selects on the Cover Page of the SSA. The applicable Service Plan is further specified in Addendum 1.

1.33. “Sub-processing” is defined in the DPA.

1.34. “Term” is defined in Section 12.1 of these Terms and Conditions.

1.35. “Terms and Conditions” shall mean these Startup Tools Terms and Conditions available at https://www.tokenize.it/saas-terms.

1.36. “Tokenize.it” is defined on the Cover Page.

1.37. “TOMs” is defined in the DPA.

1.38. “User Account” is defined in the User T&Cs (cf. Nutzerkonto in the German version of the User T&Cs).

1.39. “User T&Cs” shall mean the general terms and conditions for Platform users available via https://www.tokenize.it/en/terms of which the German version shall be binding.

2. Nature and scope of Services

2.1. Technical solution. The Services under the SSA are limited in scope to a technical solution enabling Client to fundraise more efficiently utilizing blockchain networks either by way of (i) Private Offering investments from investors with whom Client has had a previous relationship or who have reached out to Client of their own accord (reverse solicitation) or (ii) enhancing Client’s use of the public fundraising services offered on the Platform where Tokenize.it provides Investment Brokerage services. None of the Services under the SSA is intended to be any financial service, Investment Brokerage or otherwise regulated service.

2.2. Compliance of Client Content. Client remains solely responsible for compliance of the Client Content with any applicable statutory and /or regulatory requirements.

2.3. No B2C relationship. The Services are not offered or provided to consumers in the meaning of Section 13 of the German Civil Code.

3. Access to and use of the Startup Tools

3.1. Provision of Startup Tools. The Startup Tools to be provided by Tokenize.it under the SSA are set forth in Addendum 1. Access to the Startup Tools will be provided by Tokenize.it during the Term.

3.2. Platform Account. In order to access the Startup Tools, Client is required to maintain a valid Platform Account, which is subject to the Company T&Cs.

3.3. Use of the Startup Tools. Subject to the terms of the SSA, Tokenize.it hereby grants to Client a non-exclusive, non-transferable, non-sub licensable right to access and use the features and functions of the Startup Tools during the Term for its own fundraising and business purposes and, as applicable, to distribute Client Content to Investors. Client’s right to use the Startup Tools is limited to remote access and use via data transfer. Unless explicitly permitted under the SSA or mandatory applicable law, any further use of the Startup Tools is not permitted. This includes, but is not limited to, that Client shall not sell, rent, loan, sublicense or otherwise transfer, reproduce, copy, make publicly available, modify, or translate the Startup Tools or parts or results thereof or change its arrangement, or reverse engineer or undertake any other alterations, or make copies of any such alterations or use the Startup Tools or parts or results thereof to build a competitive product. Section 69e of the Copyright Act (Urheberrechtsgesetz) remains unaffected.

3.4. Retained rights; ownership. Subject to the rights granted under the SSA, Tokenize.it retains all right, title and interest in and to the Startup Tools and all intellectual property rights and know how therein, and Client acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by the SSA.

4. Client obligations

4.1. Administrative User access to Startup Tools. Client may permit a limited number of Administrative Users to access and administer use of the features and functions of the Platform and the Startup Tools subject to the User T&Cs. Client acknowledges and agrees that, as between Client and Tokenize.it, Client shall be responsible for all acts and omissions of Administrative Users, and any act or omission by such Administrative Users which, if undertaken by Client, would constitute a breach of or otherwise be inconsistent with the SSA or User T&Cs, shall be deemed a breach of the SSA or User T&Cs, as applicable, by Client. Client shall undertake reasonable efforts to make all its Administrative Users aware of the provisions of the SSA and User T&Cs as applicable to such Administrative User’s use of the Platform and the Startup Tools and shall cause Administrative Users to comply with such provisions.

4.2. Communication with Authorized Users. As part of the Services, Tokenize.it needs to communicate with Investors from time-to-time. Client hereby agrees to such communication and to assist to establish such communication as reasonably required. Client understands that Investors are required to set up a User Account on the Platform subject to the User T&Cs, subject to which Tokenize.it is authorized to independently communicate with Investors for the purpose of providing the User Account.

4.3. Change in Clients contact details/ data. Client shall provide prompt written notice to Tokenize.it on each change of its name or company name, its residence or business address, its billing address, legal form or banking particulars. The notice may be made by e-mail.

4.4. Compliance with laws and standards. Client covenants that its use of the Startup Tools and all Client Content will comply with all applicable laws, statutes, regulations or rules and does not violate any third-party rights. Client shall provide Tokenize.it with all information that Tokenize.it requires for the purpose of compliance of the Services with any regulatory duties, such as under any laws of EU member states transposing the 5th Anti-Money Laundering Directive (EU) 2018/843 into national law.

4.5. Client’s responsibility with regard to external factors. Client shall be solely responsible for any inability to access or use, or any failure of the Startup Tools caused by the defectiveness or incompatibility of software or hardware used by Client to access or use the Startup Tools, or resulting from defects in the internet connection used by Client to access the Startup Tools. In addition, Client shall be responsible for services and failure of the Startup Tools due to services purchased from third parties engaged by Client for its use of the Startup Tools, including technical systems, like terminal devices, software programs, transmission paths or telecommunication services.

4.6. Acceptable use. Client agrees not to abuse or overuse the Startup Tools. This includes that Clients shall not attempt to probe, scan, penetrate or test the vulnerability of any Tokenize.it system or network or to breach Tokenize.it security or authentication measures, and that Client shall use the Startup Tools only as contemplated by Addendum 1. Tokenize.it may monitor or audit the Client’s use of the Startup Tools for the purposes of monthly accounting of the active Service Plan and controlling whether Client uses the Startup Tools in the agreed volumes, if any. Any use of the Startup Tools by Client, its Administrative Users or its Investors that is in excess of the Capacity subscribed by Client subsequently will be served and charged by Tokenize.it as further agreed herein.

5. Client Content

5.1. Rights to Client Content. Client hereby grants Tokenize.it for the Term the non-exclusive, royalty-free and sublicensable right to use the Client Content for the purpose of fulfilling Tokenize.it’s obligations under the SSA. This includes, but is not limited to, the right to store, edit, change the order and technically translate the Client Content, convert it to a different format and use fonts specifically for mobile devices, or to make the Client Content accessible and available to Investors. Client hereby represents and warrants that it owns or otherwise has sufficient rights to grant Tokenize.it these rights.

5.2. Changes in Client Content. Client shall be responsible for all changes to, blockings of and/or deletions of Client Content. Client will be solely responsible for the accuracy and completeness of the Client Content. Client shall be responsible for, and assumes the risk of, any problems resulting from, the Client Content, accuracy, completeness and consistency of all such Client Content, materials and information supplied by Client.

5.3. Compliance and non-infringement. Client represents and warrants that Client Content does not violate applicable laws or infringes third party rights, including, but not limited to, intellectual property, personal or proprietary rights of third parties. Client further represents and warrants that the Client Content (i) is not connected in any way to theft, deceit, drug trafficking, money laundering, terrorism and/or other illegal activity; (ii) does not contain material relating to violence, sadism, mishandling or racial hate; (iii) does not contain material relating to prostitution or pedophilia; (iv) does not contain any defamatory, pornographic, obscene, immoral, offensive, indecent or threatening materials; (v) is not known, intended or reasonably suspected of being infected with viruses; (vi) does not interfere with or disrupt the integrity or performance of the Startup Tools or the data contained therein, and (vii) is not used to send unsolicited e-mails or text message.

5.4. Client assistance. Client shall, upon request of Tokenize.it, make available in a timely manner at no charge to Tokenize.it all content, graphic files, Client Content, Client brand information or other information and resources of Client required by Tokenize.it for the performance of its obligations under the SSA.

6. Fees and expenses; payments

6.1. Fees. Client is obliged to pay to Tokenize.it the Fees as agreed in the respective Service Plan in Addendum 1 in the currency stated in the Service Plan in Addendum 1. All payments to be made under the SSA shall be made in Euro or in any other currency agreed in the Service Plan.

6.2. Invoicing. Unless the Parties have in the Service Plan in Addendum 1 agreed on a different billing scheme, Tokenize.it will invoice Client on a monthly basis as follows: The monthly fixed subscription fee for the Services ordered by Client for the current month (“Monthly Base Fee”) will be invoiced in advance. Any additional volume fees will be invoiced by Tokenize.it for the respective preceding month. Client shall accept electronic billing.

6.3. Payments. All invoiced Fees are due and payable by Client within fifteen (15) days after the date of the respective invoice.

6.4. Taxes. All Fees are exclusive of applicable VAT and any other applicable taxes. Client will be responsible for payment of any applicable sales, use and other taxes.

6.5. Late payments; interest. Client shall be in default with payment after thirty (30) days following the due date and receipt of the invoice. Any portion of any amount payable by Client that is not paid when due will accrue interest at 9%-points above the base rate of interest per annum from the due date until paid in full.

6.6. Invoice Disputes. If Client disputes any invoice due under the SSA, Client shall notify Tokenize.it within thirty (30) days following the due date and receipt of the invoice with a detailed explanation of the justified reasons for the dispute (“Disputed Invoice”). Except for Disputed Invoices, the invoice or amount due shall be deemed correct and payable in full by Client. Tokenize.it shall not exercise its rights under Section 6.6 or Section 12.3 of these Terms and Conditions with regard to Fees that are subject to a reasonable and good-faith Disputed Invoice.

7. Treatment of Confidential Information

7.1. Ownership of Confidential Information. The Parties acknowledge that during the Term each Party will have access to certain of the other Party’s Confidential Information or Confidential Information of third parties that the disclosing Party is required to treat as confidential. Both Parties agree that at all times Confidential Information is proprietary to the disclosing Party or such third party, as applicable, and will remain the sole property of the disclosing Party or such third party.

7.2. Mutual confidentiality obligations. Each Party agrees: (i) to use Confidential Information disclosed by the other Party only for the purposes described herein; (ii) to hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (iii) to restrict access to the Confidential Information disclosed by the other Party to personnel, agents, and/or consultants, if any, who have a need to know and who have been advised of and have agreed in writing to treat such information in accordance with the terms of the SSA; and (iv) to return or destroy all Confidential Information disclosed by the other Party that is in its possession upon termination or expiration of the SSA. Notwithstanding the foregoing, Client agrees that Tokenize.it may collect aggregated statistical data regarding Client’s or End User’s use of the Services and provide such aggregated statistical data to third parties. The confidentiality obligations under the SSA shall remain in full force for two (2) years after termination of the SSA.

7.3. Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of Sections 7.1 and 7.2 do not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with mandatory applicable law, provided that the Party making any such disclosure shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under the SSA, including to make such court filings as it may be required to do.

7.4. Use of comments and error reports. Client also acknowledges and agrees that Tokenize.it may freely use any comments, ideas and/or error reports provided by Client to Tokenize.it and such comments, ideas and/or error reports shall not be considered proprietary to Client.

8. Warranties

8.1. No warranties. Tokenize.it shall provide the Services with reasonable care and skill and in a manner consistent with general industry standards; provided, however, that Tokenize.it does not warrant any software underlying the Startup Tools will be error free or will operate without interruption.  Addendum 2 provides for the measurable standard of the Startup Tools.

8.2. No warranties with regard to the blockchain networks used

8.2.1. Tokenize.it has no control over any blockchain network. Tokenize.it’s Services are therefore limited to interacting with the relevant blockchain networks where required to provide the Services (Section 2).

8.2.2. Tokenize.it cannot and does not warrant or guarantee that any transaction details that Client, Authorised Users, Administrative Users or Investors submit on a blockchain network in connection with their use of the Services will be completed, or not be delayed by the relevant blockchain network used to process the relevant transaction. Furthermore, Tokenize.it does not warrant or guarantee that the blockchain network used to process the relevant transaction is able to transfer any title or right in any currency or other assets with legally binding effect.

8.2.3. Once transaction details have been submitted to a blockchain network, Tokenize.it is not able to cancel or otherwise modify the relevant transaction.

8.3. Defects. If the Startup Tools (i) are not capable of materially complying to the description pursuant to Addendum 1, or (ii) violate rights or proprietary rights of third parties, the Startup Tools shall qualify as defective (“Defect”). In case the Startup Tools contain a Defect, Tokenize.it at its option may (i) either repair or (ii) deliver a replacement for the Startup Tools within a reasonable period. If Tokenize.it does not succeed within a reasonable period to remedy the Defect, Tokenize.it shall be liable as provided under statutory law. Client is only entitled to terminate the SSA on the basis of a Defect of the Startup Tools if such Defect interrupts the use of the Startup Tools considerably.

8.4. Reporting. In case a Defect occurs during the Term of the SSA, Client must report the Defect to Tokenize.it via email to bugs@tokenize.it without undue delay. Client must (i) indicate a contact person and contact details (telephone and email) for Tokenize.it, and (ii) sufficiently specify the Defect to allow Tokenize.it to remedy the Defect, e.g. by screenshot or sufficiently detailed description of the Defect, without undue delay. In case Client fails to properly report the Defect, Client shall be liable to Tokenize.it for the damages incurred thereby and shall not be entitled to warranty rights.

8.5. Modifications to the Startup Tools. The Startup Tools shall be deemed to meet the agreed quality standards under the SSA if any Defect or negative deviation in quality of the Startup Tools results from (i) an amendment or modification of the Startup Tools by Client or third parties, (ii) improper use and/or improper operation and/or the use of unsuitable means of operation by Client and/or (iii) adaptions and/or alterations performed by or on behalf of Client, unless approved in writing or performed by Tokenize.it.

8.6. Malware. Tokenize.it uses industry standard anti-virus and malware protection intended to prevent the Startup Tools from containing computer viruses or other damaging software, as well as cyber-attacks. Notwithstanding the aforesaid, Tokenize.it does not assume any further liability with regard to the Startup Tools being free of any software viruses or other damaging software.

8.7. Exclusive Remedies. Client’s rights in case of a Defect or non- or mal-performance of the Startup Tools shall be limited to the rights specified in this Section 8. The Parties agree that – except for cases of negligence or intent of Tokenize.it – Client shall not be entitled to damages in case of a Defect or non- or mal-performance of the Startup Tools that already existed on the Effective Date. Any further rights of Client are excluded. The right of Client to claim damages within the limits of Section 9 of these Terms and Conditions remains unaffected.

9. Limitation of liability; force majeure

9.1. Limitation of liability for slight negligence. Tokenize.it’s liability for damages caused by slight negligence shall, irrespective of its legal ground, be limited as follows:

9.1.1. Breach of essential contractual obligations. Tokenize.it shall be liable for the breach of essential contractual obligations. Essential contractual obligations are obligations imposed on Tokenize.it by the content and purpose of the SSA or the fulfilment of which facilitates the proper performance of the SSA in the first place, and the fulfilment of which Client can and does rely on. Tokenize.it’s liability for the breach of essential contractual obligations shall be limited to the typical damage which was foreseeable at the time the SSA was concluded.

9.1.2. Breach of other obligations. Tokenize.it shall not be liable due to the slightly negligent breach of any other duty of care applicable.

9.1.3. Agreed liability cap. The Parties agree that the typical damage foreseeable in the meaning of Section 9.1.1 shall be the amount that equals 100% of the Fees paid by Client under the SSA in the twelve months preceding the damaging event and that liability for lost profits shall be excluded.

9.2. Unlimited liability. The limitations of liability in this Section 9 shall not apply to: (i) any malicious non-disclosure of a Defect; (ii) a guarantee expressly assumed by Tokenize.it; (iii) liability for the harm to life, body or health; (iv) any statutory strict liability, in particular under the German Product Liability Act (Produkthaftungsgesetz); and (v) liability for gross negligence or intent.

9.3. Duty to Mitigate. Client shall be obliged to take adequate measures to avert and reduce damages.

9.4. Force Majeure. Except with respect to payment obligations hereunder, if a Party is prevented or delayed in performance of its obligations hereunder as a result of circumstances beyond such Party’s reasonable control, including, by way of example, internet unavailability outside of Tokenize.it’s control, war, terror, riot, fires, floods, epidemics, or failure of public utilities or public transportation systems, such failure or delay will not be deemed to constitute a breach of the SSA, but such obligation will remain in full force and effect, and will be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay, provided that if such Party is prevented or delayed from performing for more than ninety (90) days, the other Party may terminate the SSA upon thirty (30) days’ written notice.

10. Mutual indemnifications

10.1. Tokenize.it’s indemnity obligations. If third parties assert claims against Client due to a violation of their intellectual property caused by use of the Startup Tools, then Client shall inform Tokenize.it in writing about any of such claims immediately. Tokenize.it shall defend, indemnify Client and hold Client harmless from all loss and liability (including reasonable attorneys’ fees) arising from or related to claims brought by third parties against Client due to a violation of their intellectual property caused by use of the Startup Tools caused at least negligently by Tokenize.it. Client shall cooperate with Tokenize.it and allow Tokenize.it sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Client agrees to permit Tokenize.it, at Tokenize.it’s sole discretion, to enable Client to continue to use the Startup Tools, as applicable, or to create a work around, or to modify or replace any such infringing material to make it non- infringing. If Tokenize.it determines that none of these alternatives is reasonably available, Client shall, upon written request from Tokenize.it, cease use of, and, if applicable, return such materials as are the subject of the infringement claim. This Section 10.1 shall not apply if the alleged infringement arises, in whole or in part, from (i) modification of the Startup Tools; (ii) combination, operation or use of the Startup Tools with other non-authorized software, hardware or technology not provided by Tokenize.it; (iii) use of a superseded or altered release of the Startup Tools, if such infringement would have been avoided by the use of a then-current release of the Startup Tools, as applicable, and if such then-current release has been made available to Client; or (iv) related to the Client Content.

10.2. Client’s indemnity obligations. If third parties assert claims against Tokenize.it due to a violation of Client of its obligations under Section 4 and 5 of these Terms and Conditions, Tokenize.it shall inform Client in writing about any of such claims immediately. Client shall defend, indemnify Tokenize.it and hold Tokenize.it harmless from all claims, loss and liability (including reasonable attorneys’ fees) arising from or related to such claims brought by third parties, including public authorities, against Tokenize.it. Tokenize.it shall cooperate with Client, and allow Client sole authority to control the fulfillment, defense and/or settlement of such claim. In case of such claims of authorities, Client shall cooperate with Tokenize.it and allow Tokenize.it sole authority to control the defense and settlement of such claim, if required. If any such claim under this Section 10.2 is made or appears possible, Client agrees to immediately cease any violation of the respective contractual obligation, perform all steps necessary and reasonable possible to avoid any further violations, damages or other harm and put measures in place to avoid similar violations in the future. In case of Client Content, this may include taking certain Client Content offline.

11. Data Protection

11.1. Compliance. Tokenize.it’s privacy notice is available at https://www.tokenize.it/en/privacy. With respect to the protection of personal data under the SSA, the Parties agree to comply with the provisions of applicable local country data protection laws, in particular the European General Data Protection Regulation 2016/679 (“GDPR”).

11.2. Commissioned data processing. Where Tokenize.it processes personal data to fulfil its contractual obligations related to providing the Services to Client, Tokenize.it will process such data in commission for Client in accordance with written instructions received by Client. Client remains the Controller (as defined under Article 4(7) GDPR) and Tokenize.it acts only as a Processor (as defined under Article 4(8) GDPR). The details of this data processing are set out in the DPA. Notwithstanding the foregoing, Tokenize.it also processes personal data of Client and Investors as an independent Controller (as defined under Article 4(7) GDPR) in the course of offering the Platform.

12. Term and termination

12.1. Term. The term of the SSA commences on the Effective Date and runs for the “Initial Term” as stated on the Cover Page, unless earlier terminated in accordance with this Section 12. After the Initial Term, the term of the SSA will automatically renew for successive terms, each equal to the term of the Initial Term, unless either Party provides written notice of termination to the other Party at least thirty (30) days prior to the expiration of the then-current term (the Initial Term, together with any renewal terms, collectively, the “Term”)

.12.2. Termination for cause by Client. Client can terminate the SSA for cause if Tokenize.it (i) materially fails to provide the Startup Tools as agreed and does not remedy that failure within thirty (30) days of your written notice describing the failure; or (ii) enters into compulsory or voluntary liquidation proceedings.

12.3. Termination for cause by Tokenize.it. Tokenize.it can terminate the SSA for cause if Client (i) is in default with payment of the invoices in two consecutive months or is in default with payment over a longer period with an amount of two Monthly Base Fees for the Services and, in each case, does not pay the overdue amount within ten (10) Business Days of receipt of a written notice; or (ii) fails to materially comply with any other obligation under Section 4 or Section 5 of these Terms and Conditions and does not remedy the failure within thirty (30) days of receipt of a written notice to Client describing the failure; or (iii) breaches the same material obligation under Section 4 or Section 5 of these Terms and Conditions more than once even if Client remedies each breach.

12.4. The statutory right of each party to terminate the SSA for cause shall remain unaffected.

12.5. Text form. Any notice of termination of the SSA must be in writing. If served to Tokenize.it, notice of termination by email to legal@tokenize.it will be sufficient; if served to Client, notice of termination by email to the email address of Client’s Contact Person specified on the Cover Pager will be sufficient.

12.6. Effect of Termination. Upon any termination of the SSA: (i) Client will immediately discontinue all use of the Startup Tools and any Tokenize.it Confidential Information; (ii) Client will delete any Tokenize.it Confidential Information from Client’s computer storage or any other media including, but not limited to, online and off-line libraries; (iii) Tokenize.it will delete any Client Confidential Information and Client Content from Tokenize.it’ computer storage or any other media including, but not limited to, online and off-line libraries; and (iv) Client will promptly pay to Tokenize.it all amounts due and payable under the SSA. The deletion of Confidential Information outlined in this Section shall not be required if such Confidential Information continues to be used in relation to Tokenize.it continuing to provide the Platform to Client.

12.7. Exit. In case of termination of the SSA and upon Client’s prior reasonable request, Tokenize.it shall to the extent possible and reasonable support a smooth and rapid transition of the Startup Tools provided under the SSA to Client or any third party designated by Client. Client shall be charged for any such support efforts on a time and material basis at Tokenize.it’s then current standard rates.

13. Suspension of Services

13.1. Tokenize.it may suspend its performance of the SSA and block Client’s access to the Startup Tools in whole or in part, in the event that (i) Tokenize.it reasonably believes on the basis of sufficient grounds that the Startup Tools are used by Client in material breach of Section 4 or Section 5 of these Terms and Conditions; or (ii) any amount due under the SSA is not received by Tokenize.it within ten (10) days after Client was in default of payment, or (iii) Tokenize.it is required by law or a final decision of a regulatory or government body to suspend the Services, until such event is cured or resolved.

13.2. Tokenize.it will give Client advance notice of a suspension under this Section 13.2 of at least twelve (12) hours unless a suspension on shorter or contemporaneous notice is necessary to protect Tokenize.it or its other customers from imminent and significant operational, legal, or security risk.

14. Miscellaneous

14.1. Entire agreement. The SSA sets forth the entire agreement and understanding between the Parties hereto with respect to the subject matter of the SSA and, except as specifically provided in the SSA, supersedes all prior oral and written agreements, discussions and understandings between the Parties with respect to the subject matter of the SSA, and neither of the Parties will be bound by any conditions, inducements or representations other than as expressly provided for in the SSA.

14.2. Independent contractors. In making and performing the SSA, Client and Tokenize.it act and will act at all times as independent contractors, and, except as expressly set forth herein, nothing contained in the SSA will be construed or implied to create an agency, partnership or employer and employee relationship between them. Except as expressly set forth herein, at no time will either Party make commitments or incur any charges or expenses for, or in the name of, the other Party.

14.3. Notices. Unless otherwise provided in these Terms and Conditions, all notices required by or relating to the SSA will be in writing and will be sent by means of certified mail, postage prepaid or email at their respective addresses set forth in the Cover Page to the SSA.

14.4. Amendments; modifications. The SSA may not be amended or modified, except in writing duly executed by authorized representatives of both Parties. This applies also to this written form requirement.

14.5. Modifications to these Terms and Conditions. Notwithstanding Section 14.4 of these Terms and Conditions, Tokenize.it may change the provisions of these Terms and Conditions at any time, as long as such changes do not change the structure of the SSA in its entirety. Tokenize.it shall notify Client about the changed provisions in text form (writing or email) at least six (6) weeks before the changes/additions are intended to come into effect. In case Client does not agree to the respective changes/ additions to the SSA, Client shall be entitled to refuse the changes/ additions to the SSA at least in text form (writing or email) and at least one (1) week before the changed provisions are intended to come into effect. The changed provisions shall be deemed accepted by Client in case Client does not refuse the changes/ additions within the time frame stated above. Tokenize.it shall make Client aware of its right to refuse such changes/additions in each notification of planned changes/additions. If Client refuses the changes to the Terms and Conditions, Tokenize.it has the right to terminate the SSA with one (1) month notice to the end of a month.

14.6. Assignment; delegation. Client shall not assign any of its rights or delegate any of its duties under the SSA or the entire SSA without the express, prior written consent of Tokenize.it, and, absent such consent, any attempted assignment or delegation will be null, void and of no effect. Tokenize.it shall have the right to sell and assign all rights under the SSA to third parties. With signing of the SSA Client authorizes Tokenize.it to disclose all information to third parties required for such sale and transfer of rights.

14.7. Right to set-off and retention. Client shall have a right of retention or a right to set-off only on condition that the respective claims are undisputed by Tokenize.it or established as final by a court of law.

14.8. No Third Party Beneficiaries. The Parties acknowledge that, unless expressly provided otherwise in these Terms and Conditions, the covenants set forth in the SSA are intended solely for the benefit of the Parties. Nothing in the SSA, whether express or implied, will confer upon any third party, person or entity, other than the Parties, any right whatsoever to enforce any provision of the SSA.

14.9. Severability. If any provision of the SSA should be held invalid, illegal or unenforceable in full or in part, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired thereby. The Parties will enter in good faith negotiations to replace the invalid, illegal or unenforceable by another valid, legal and enforceable provision, which corresponds most closely to the intended purpose of the SSA. This Section 14.9 applies accordingly in case of unintended gaps that may require supplementary modifications of the SSA.

14.10. Waiver. No waiver under the SSA will be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought. Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the Party granting such waiver in any other respect or at any other time. Any delay or forbearance by either Party in exercising any right hereunder will not be deemed a waiver of that right.

14.11. Governing Law. The SSA will be governed by and interpreted in accordance with the laws of the Federal Republic of Germany, excluding its conflicts of law principles and the United Nations Convention on the International Sale of Goods.

14.12. Venue/ Place of fulfillment. Place of fulfillment shall be Chemnitz, Germany. Chemnitz, Germany shall be exclusive venue for all disputes arising from or in connection with the SSA.

14.13. Publicity. Both parties hereby grant the right to reference the other party for advertising or marketing purposes and issue a press release to that effect and to use the other Party’s name, trademark, and logo with such reference, subject to prior approval of the proposed communication. For the duration of the SSA each Party hereby grant the sufficient right to use the other party’s name, trademark and/or logo.

Last updated: January 10, 2025