General Terms and Conditions for Platform Users

[CONVENIENCE TRANSLATION - GERMAN VERSION IS BINDING]

‍

Version: 12 April 2024
‍
These General Terms and Conditions for Platform Users ("User T&C") of Tokenize.it GmbH, Markt 16, 09648 Mittweida, registered with the commercial register of the Chemnitz District Court under HRB 35247 ("Tokenize.it") govern the use of the platform tokenize.it, accessible at www.tokenize.it ("Platform"), and all services related to the Platform (the Platform and services provided in connection with investments on the Platform are hereinafter collectively referred to as "Services," and the underlying agreement incorporating the User T&C is referred to as the "Agreement").

The Platform provides Services to Investors who have registered on the Platform ("Investors") and Companies (e.g., Startups or SMEs, collectively "Companies") and offers Investors the opportunity to invest in a Company via the Platform and manage their Investments. Authorized employees, advisors, freelancers, business partners, customers, or third parties ("Eligible Persons") entitled through the Companies’ participation programs can manage rights granted by the Company via the Platform.

The brokerage of Investments (as defined below) via the Platform may be carried out by Tokenize.it as a Tied Agent under a Liability Umbrella (as defined below) in accordance with regulatory requirements.

1. DEFINITIONS

The following terms shall have the meanings assigned to them in these User T&C:

(a) "Investment Brokerage" means the brokerage of the acquisition and sale of financial instruments in accordance with § 1 para. 1a sentence 2 no. 1 KWG and § 2 para. 2 no. 3 WpIG, i.e., bringing together Companies and Investors with the aim of acquiring and selling financial instruments.

(b) "Investment Brokerage Agreement" means the agreement between the Investor and the Liability Umbrella for the brokerage of Investment Contracts via the Platform, with Tokenize.it acting as a representative of the Liability Umbrella at the time of conclusion.

(c) "Bounty Declaration" means a binding bounty declaration by the Company within the meaning of § 657 BGB, issued on the Company’s website or through the Platform.

(d) "Blockchain" refers to either the Ethereum or Gnosis Blockchain, as applicable.

(e) "Liability Umbrella" refers to CONCEDUS GmbH, located at Schlehenstraße 6, 90542 Eckental, and registered in the commercial register of the Fürth District Court under registration number HRB 17058, a securities institution holding authorization from the Federal Financial Supervisory Authority for Investment Brokerage pursuant to § 2 para. 2 no. 3 WpIG and § 1 para. 1a sentence 2 no. 1 KWG with identification number (ID) 10157094.

(f) "Investment" means the Investment described in detail in the respective Investment Description (as defined below) and Investment Conditions (as defined below), in particular Investor Rights (as defined below), represented by Investment Tokens (as defined below) and granted based on an Investment Contract (as defined below), an Allocation Agreement (as defined below), and/or a Bounty Declaration.

(g) "Investment Conditions" refers to the conditions of an Investment set by the Company, made available to Investors via the Investment Description (as defined below) and before concluding an Investment Contract, accessible to users on the Platform and/or the Company's website.

(h) "Investment Description" means the page on the Platform where an Investment and associated Investment Tokens (as defined below) are offered for acquisition, with further information on the Investment, respective Investment Conditions, and the possibility for the Investor to submit an offer to conclude an Investment Contract (as defined below).

(i) "Investment Documents" means all documents made available to the Investor before the conclusion of an Investment Contract (as defined below) by a Company, in particular the Investment Conditions, accessible via the Platform and/or the Company's website.

(j) "Investment Contract" means the contract between the Company and the Investor underlying an Investment for the acquisition of Investor Rights and/or Investment Tokens.

(k) "Investment Token" means any quantity or fraction of a Token (as defined below) intended to embody and document the Investor Rights resulting from an Investment Contract or Allocation Agreement (as defined below) and/or a Bounty Declaration, as specified in the Investment Description.

(l) "Investor Rights" refers to the rights granted by the Company to an Investor based on an Investment Contract, Allocation Agreement (as defined below), and/or Bounty Declaration; details of the respective Investor Rights are contained in the Investment Description, Investment Documents, or an Allocation Agreement (as defined below).

(m) "Private Offer" means an offer by Companies to acquire Investor Rights and/or Investment Tokens without Tokenize.it providing Investment Brokerage or other regulated services.

(n) "User" (Sing.) refers to either the Investor or the Eligible Person with whom this Agreement is concluded; "Users" (Pl.) refers to all Investors and Eligible Persons using the Platform.

(o) "Token" refers to the Token available for purchase or acquired on the Blockchain via the Platform, divisible into fractions between 0 and 1 (inclusive), with the smallest fraction being 0.000000000000000001 (18 decimal places).

(p) "Wallet" refers to software or another system with which the Investor can store and manage Investment Tokens.

(q) "Allocation Agreement" means an agreement between the Company and an employee, advisor, freelancer, business partner, customer, or third party under a participation program on granting Investor Rights and transferring Investment Tokens.

‍

2. SCOPE OF APPLICATION

2.1 These User T&C apply to all Users in connection with the use of the Platform and Services, particularly for business relationships between Tokenize.it and Investors related to Investments on the Platform, including the use of the Platform in the context of Investment Brokerage in Companies to Investors by Tokenize.it, unless explicitly agreed otherwise.

2.2 Contractual relationships between Companies and Users, particularly the Investment Contract or an Allocation Agreement, are not subject to these User T&C but are governed by separate legal provisions (e.g., Investment Conditions, Allocation Agreements). Tokenize.it is not a party to these contracts but merely facilitates their conclusion and supports the settlement of Investment Contracts.

2.3 Tokenize.it acts exclusively as a Tied Agent under the Liability of the Liability Umbrella with regard to Investment Brokerage (see also Section 4). Therefore, additional contract and information documents provided via the Platform and the Liability Umbrella's general terms and conditions apply, which may be made available to Investors via the Platform. In the event of conflicts or inconsistencies between these User T&C and the contract and information documents and the Liability Umbrella's general terms and conditions, these User T&C shall take precedence regarding the relationship between Tokenize.it and the Investor. However, the Liability Umbrella is entitled to assert the rights arising from the contract and information documents and the Liability Umbrella's general terms and conditions directly against Investors.

2.4 Users' terms and conditions shall not apply, even if Tokenize.it has not expressly objected to their application in individual cases.

3. PLATFORM AND SCOPE OF SERVICES

3.1 Through the Platform, Tokenize.it offers Investors the opportunity to learn about business models of Companies and Investments via the respective Investment Description and to invest in a Company by entering into Investment Contracts brokered via the Platform. Eligible Persons can manage Investor Rights granted by a Company through an Allocation Agreement. Tokenize.it operates the Platform and grants Users access to the Services in a manner consistent with the intended purpose. The functionalities and other characteristics of the Services are defined exclusively by these User T&C.

3.2 As part of the Services, Tokenize.it may provide securities services in the form of Investment Brokerage and broker Investment Contracts as a Tied Agent within the meaning of § 3 para. 2 WpIG under the Liability Umbrella (see Section 4). Tokenize.it is not permitted to acquire or hold funds or assets of the Investor in the course of Investment Brokerage on behalf of third parties. Tokenize.it's role in Investment Brokerage is strictly limited to acting as a Tied Agent. In particular, Tokenize.it does not provide investment advisory services in connection with the Services under these User T&C and does not offer investment recommendations, tax advice, or legal advice via the Platform.

3.3 For Private Offers, Tokenize.it does not provide Investment Brokerage or other regulated services; it only makes the Platform available as a technical service provider to Companies. In these cases, the respective Company itself is the operator of the Platform for the Investor and other third parties.

4. LIABILITY UMBRELLA AND TIED AGENT

4.1 The Liability Umbrella is a securities institute with authorization from the Federal Financial Supervisory Authority for Investment Brokerage. Tokenize.it performs any Investment Brokerage as a Tied Agent of the Liability Umbrella, a securities institution according to § 3 para. 2 WpIG, acting for its account and under its Liability. Tokenize.it is listed as a Tied Agent in the public register of Tied Agents pursuant to § 3 para. 2 WpIG of BaFin (registration number 10157094). The register can be accessed at https://portal.mvp.bafin.de/database/VGVInfo/.

4.2 As a Tied Agent, Investment Brokerage by Tokenize.it is subject to statutory recording and retention obligations for customer-related communication under § 83 WpHG and Art. 74, 75 of Delegated Regulation EU/2017/565. This means that communications with Companies and Investors in the context of Investment Brokerage are recorded. The Investor agrees to this. A copy of recordings of these communications may be provided to the Investor upon request for five years and – if requested by BaFin – for seven years.

4.3 As a Tied Agent, Tokenize.it must grant the Liability Umbrella insight into business documents at any time as required by regulatory law. Furthermore, as a Tied Agent, Tokenize.it has granted the Liability Umbrella a comprehensive right of instruction to ensure control and supervisory capabilities. Tokenize.it, as a Tied Agent, must allow audits and inspections of business premises by BaFin and the Liability Umbrella's internal audit and cooperate in such audits.

4.4 Tokenize.it as a Tied Agent and the Liability Umbrella have entered into a separate agreement stipulating that Tokenize.it acts as an Agent of the Liability Umbrella in the context of Investment Brokerage. Tokenize.it is authorized to conclude Investment Brokerage Agreements on behalf of the Liability Umbrella. The Liability Umbrella is liable to Investors and Companies for all damages related to the regulated activity of Investment Brokerage performed by Tokenize.it, arising from a breach of duty by Tokenize.it as a Tied Agent ("Liability Assumption"), unless any Liability limitations set forth in these User T&C or in the customer information and general terms and conditions of the Liability Umbrella apply. Disruptions in Services mediated by Tokenize.it within the scope of Investment Brokerage activities that go beyond the brokerage activities specified in these User T&C are not covered by the Liability Assumption of the Liability Umbrella.

4.5 Tokenize.it is not permitted to acquire or hold funds or assets of the Investor in the context of Investment Brokerage on behalf of third parties. Tokenize.it's role is strictly limited to acting as a Tied Agent.

5. CONDITIONS FOR USING THE PLATFORM AND SERVICES

5.1 To use the Services and conclude Investment Contracts via the Platform, successful registration on the Platform and creation of an account on the Platform ("User Account") as per Section 6 and a Wallet according to Section 14 are required.

5.2 The User may access the Services via a web browser. A prerequisite for using the Services is that the User has a device that meets the current state of technology.

5.3 The User must keep the device used to access the Services up to date and have antivirus protection installed.

6. REGISTRATION, USER ACCOUNT, KYC PROCESS

6.1 Registration requires creating a User Account by entering the data requested during registration, such as a self-selected password and a valid email address and/or connecting a Wallet according to Section 14. The email address must be suitable for long-term communication and confirmed (double opt-in); temporary email addresses are not allowed. Creating the User Account is free of charge. All data must be provided completely and accurately.

6.2 Registration as an Investor is allowed exclusively for fully legally competent natural persons (i.e., those who are at least 18 years old) or legal entities or partnerships who register in their own name and for their own account, not at the behest (i.e., in the interest) of a third party, especially not as a trustee. Tokenize.it reserves the right to exclude Investors from specific countries or from using the Platform entirely or partially for compliance reasons.

6.3 Investor registration may require the successful completion of the identification process and the positive review of legal requirements related to anti-money laundering regulations (particularly the German Anti-Money Laundering Act) (the identification process and review of anti-money laundering requirements are hereinafter referred to as the "KYC Process"). The KYC Process may be conducted by a service provider appointed by the Liability Umbrella (e.g., for the crowdinvesting product) or by Tokenize.it (for all other products) ("KYC Provider," e.g., IDnow GmbH, Munich), with Tokenize.it forwarding all necessary Investor information to the Liability Umbrella or the Company, or the Company providing this information to the Liability Umbrella or KYC Provider directly.

6.4 Successful Investor registration requires approval by Tokenize.it at its sole discretion. Only after the successful completion of the KYC Process and approval by Tokenize.it can the Investor conclude Investment Contracts via the Platform and acquire Investment Tokens via the Platform.

6.5 After terminating the Agreement, a User may re-register on the Platform unless Tokenize.it terminated the Agreement.

7. APPROPRIATENESS CHECK

7.1 The Liability Umbrella is required to collect information from Investors on their knowledge and experience with certain types of financial instruments or securities services, as well as their asset and income situation, to assess the appropriateness of the Investments for the Investors. Required information is collected by Tokenize.it during registration or for individual Investments.

7.2 Investors' personal circumstances are only inquired by Tokenize.it during the registration process or for individual subscriptions to the extent legally required for Investment Brokerage, solely to issue statutory notices, not to provide a personal investment recommendation. Tokenize.it does not provide investment advice.

7.3 Information on knowledge and experience is voluntary for the Investor, but without it, the Liability Umbrella and Tokenize.it cannot assess whether the Investments are appropriate for the Investor. Should the Liability Umbrella and Tokenize.it determine that the offered Investments may not be appropriate for the Investor, Tokenize.it will notify the Investor. This is a warning; the Investor can still choose to proceed with an Investment.

8. PROVISION OF SERVICES AND PLATFORM

8.1 The User’s right to use the Platform and the components employed to deliver the Services is limited to the term of the Agreement, revocable, non-exclusive, non-sublicensable, and non-transferable.

8.2 Except for Investment information (e.g., the Investment Contract and Investment Conditions), all content on the Platform and Services, including but not limited to the logo and all designs, text, graphics, images, information, data, software, sound files, other files, and their arrangement are the property of Tokenize.it, affiliated companies within the meaning of §§ 15 ff. AktG, or third parties.

8.3 The User acknowledges that all developments made available by Tokenize.it are solely owned by Tokenize.it or third parties, even if they are based on User requests or error reports, and the User has no rights thereto. Provided it is not unreasonable for the User, Tokenize.it reserves the right to adapt the Services to market conditions, improve, expand, modify, or delete them in whole or in part.

8.4 In the event of defects in the Services, Tokenize.it is entitled to provide an updated version of the Services.

8.5 Tokenize.it will make the Services accessible in line with the current state of technology and strives to provide extensive Platform availability within technical and economically reasonable limits. Tokenize.it, however, does not guarantee availability. Maintenance work, security, capacity requirements, technical circumstances, and events beyond Tokenize.it's control may lead to temporary or permanent inaccessibility of the Platform. Tokenize.it reserves the right to restrict access to the Services or usage if capacity limits, server security or integrity, or technical measures necessary for the proper provision or improvement (e.g., maintenance) of the Services require it.

9. USER OBLIGATIONS

9.1 The User is obliged to ensure that all information and data provided during Platform usage, including during the appropriateness check, is truthful and up-to-date. Any changes to User data must be promptly communicated to Tokenize.it via the User Account.

9.2 The User is obliged to keep their access data, especially their password, confidential, prevent access by third parties, and secure them against third-party access using appropriate technical and organizational measures. The User must not store access data unencrypted and must prevent any unauthorized surveillance during entry. The User bears sole responsibility for all actions conducted via their User Account and/or use of their registration data. If there is any indication of account misuse or third-party access to access data, the User must promptly notify Tokenize.it and change their access data.

9.3 The User is obligated to:

a) use the Services exclusively as intended and in compliance with the applicable laws of the country in which the Services are provided or used;

b) refrain from using the Services within the United States of America (USA);

c) not take any actions aiming to circumvent technical protection measures of the Services or unauthorized use of the Services, including attempts to breach or disable security mechanisms, use programs that enable automated data extraction, or introduce viruses, worms, Trojans, brute force attacks, spam, links, programs, or procedures capable of harming Tokenize.it, the Liability Umbrella, Companies, the Services, and/or other Users;

d) take all necessary and reasonable steps to prevent or limit damage through the use of the Services;

e) use the Services solely in their own name and on their own account;

f) refrain from using the Services for money laundering or other illegal activities;

g) abstain from participating in or promoting illegal activities, particularly fraudulent activities;

h) refrain from using bots or other automation forms and/or multiple accounts in using the Services;

i) refrain from modifying, adapting, or reverse-engineering the Services.

9.4 Any violation of this Section 9 may result in immediate exclusion from the Services, termination of the Agreement without notice, initiation of civil and criminal proceedings, and claims for damages by Tokenize.it against the User. In cases of suspected misuse of the Services by the User or third parties, Tokenize.it reserves the right to temporarily or permanently exclude the User from the Services.

10. INFORMATION ON INVESTMENTS

10.1 The Investor is solely responsible for obtaining and reviewing all information needed to make an informed Investment decision. The Investor therefore undertakes to thoroughly examine the documents, circumstances, and risks associated with acquiring the Investment before entering into an Investment Contract. The Platform offers the Investor the opportunity to learn about Companies and the Investments they offer. The information on the Platform is directed exclusively at well-informed, experienced, and self-determined Investors. The Investor alone is responsible for deciding to enter into an Investment Contract.

10.2 The information provided on the Platform is not intended for distribution in, or within, jurisdictions where such an offer or invitation to submit an offer is not permitted. Any violation of this distribution restriction may constitute a breach of the securities laws of these jurisdictions.

10.3 All information on the Platform regarding individual Investments is provided by the Companies. Tokenize.it is not required to verify the accuracy or economic feasibility of this information or to correct or update it. Only the respective Company is responsible for the completeness, accuracy, and timeliness of this information, especially if Tokenize.it adopts statements, information, or documents from the Companies on the Platform, including returns or expected developments indicated or anticipated by the Companies.

11. INVESTMENT VIA THE PLATFORM

11.1 The offer to broker Investments via the Platform is directed only at Investors with their habitual residence or headquarters within the Federal Republic of Germany. It is not aimed at Investors residing in a country where Investment Brokerage is not permitted or requires authorization that Tokenize.it or the Liability Umbrella does not hold in the Investor's country of residence.

11.2 When deciding to enter into an Investment Contract, the Investor bears full responsibility for obtaining and reviewing information. The Investor must thoroughly review documents, risks, and other relevant factors regarding the Investment before subscribing (see Section 10).

11.3 Unless otherwise specified in the respective Investment Conditions, the following provisions apply to concluding the Investment Contract:

a) A time limit may apply to an Investment on the Platform, set individually for each Investment ("Investment Phase"). The Company and Tokenize.it reserve the right to change this time limit at any time.

b) Publishing information on Investments via the Investment Description by the Company does not constitute an offer to enter into an Investment Contract but merely an invitation to submit an offer to an undefined group of people (invitatio ad offerendum).

c) The Investor may submit a binding offer to enter into an Investment Contract with the respective Company via the Platform by clicking the "Invest now (with the obligation to pay)" or similar button at the end of the Investment process. The offer expires at the end of the Investment Phase and does not constitute a contract conclusion.

d) The Investment Contract is concluded via the Platform only when the Company accepts the Investor’s offer to enter into the Investment Contract. An automatic acknowledgment of receipt from a Company only confirms receipt of the Investor’s offer and does not constitute acceptance. Acceptance occurs only upon transfer of the respective amount of Investment Tokens to the Investor's Wallet address as per Section 11.3.5 or through explicit confirmation by the Company in text form (e.g., email), conditional upon payment of the Investment amount under Section 12.

e) The Company transfers the respective Investment Tokens to the Investor's Wallet address immediately after payment of the Investment amount. The Investor is responsible for providing a valid Wallet address.

f) Before contract conclusion, the Company may, at its discretion, reject the Investor’s offer and remove Investment information from the Platform.

11.4 In the case of Investment Brokerage, the Investor simultaneously submits an offer to enter into an Investment Brokerage Agreement with the Liability Umbrella by submitting an offer to enter into an Investment Contract and confirming the "Invest (with an obligation to pay)" or similar button. An Investment Brokerage Agreement with the Liability Umbrella is concluded according to the Liability Umbrella’s applicable general terms and conditions and the Liability Umbrella’s acceptance. Tokenize.it acts as a representative of the Liability Umbrella when accepting the Investment Brokerage Agreement. Tokenize.it informs the Investor of the Investor’s classification as a professional or private client according to § 67 WpHG when concluding an Investment Brokerage Agreement.

12. PAYMENT OF THE INVESTMENT AMOUNT

12.1 The Investor undertakes to pay the Investment amount chosen on the Platform to the Company according to the Investment Conditions after submitting the offer to enter into the Investment Contract.

12.2 Tokenize.it does not accept payments itself, nor does it process payments. Further details on payment processing are specified on the Platform and in the Agreements and Investment Documents, which the Investor confirms during the Investment process and receives via the Platform’s communication area and/or by email.

13. PLATFORM FEES AND BROKERAGE COMMISSION

13.1 Registration on the Platform, maintaining a User Account, and using the Platform are free of charge for the Investor. Investment Brokerage by Tokenize.it is also free for the Investor, unless explicitly agreed otherwise in individual cases.

13.2 In the event of Investment Brokerage, the Liability Umbrella receives performance- and turnover-based commissions ("Brokerage Commissions") from the respective Companies. The nature and amount of the Brokerage Commission are specified in separate agreements with the Companies. The actual remuneration is displayed and disclosed by Tokenize.it on the Platform in each case. Tokenize.it provides further details on remuneration upon the Investor’s request. Tokenize.it may also receive a one-time fee from Companies for listing or closing Investments on the Platform, as well as fees for ongoing support, Platform operation, and/or marketing of Investments ("Platform Fees").

13.3 The Investor agrees that Tokenize.it and the Liability Umbrella retain the respective turnover-based remuneration, provided that acceptance of payments and/or remuneration is within the legally permitted framework. The Investor also agrees that remuneration remains with Tokenize.it and/or the Liability Umbrella and, contrary to the statutory provision for agency agreements (§§ 675, 667 BGB and § 384 HGB), does not need to be passed on to the Investor.

13.4 Changes in the Investment amount and termination or invalidity of the Investment Contract do not affect the claim to Brokerage Commissions, Platform Fees, or other fees for using the Services, and the Investor cannot demand reimbursement of Brokerage Commissions and Platform Fees or a return of Platform Fees or other fees due to these reasons.

14. WALLET

14.1 A Blockchain-compatible Wallet is required to use the Platform, conclude Investment Brokerage Agreements with the Liability Umbrella, and conclude Investment Contracts with Companies. Compatible Wallets are listed on the Platform but do not constitute a recommendation for any particular Wallet.

14.2 Tokenize.it does not provide the Wallet to Users and is not obliged to do so. The User exclusively holds the Investment Tokens. Tokenize.it has no influence on Wallet functionality and therefore assumes no responsibility for the Wallet or Investment Token custody.

14.3 The User ensures that they keep the Wallet, associated passwords, and access data, private keys, and any recovery codes (seeds) (collectively and individually the "Wallet Access Data") confidential and secure against unauthorized access by third parties using appropriate technical and organizational measures. The User is aware that any person with access to the Wallet Access Data can misuse the Wallet in the User’s name. The User ensures that third parties are not enabled to use the Wallet Access Data. In particular, to protect Wallet Access Data, the User must not store them unsecured and must prevent unauthorized observation when entering Wallet Access Data. If the User discovers that someone else knows the Wallet Access Data or suspects so, they must change the affected Wallet Access Data immediately if possible, especially if it concerns a password.

14.4 The User is responsible for maintaining the Wallet in a secure, fully functional, and valid condition.

14.5 The User is aware that they are solely responsible for the control of their Wallet and that losing control of the Wallet may result in losing access to the Investment Tokens.

14.6 Custody of Investment Tokens by third parties is governed solely by the general terms and conditions of the respective third parties.

15. TRADEABILITY, SECONDARY MARKET

15.1 Tokenize.it does not guarantee or warrant the tradability of Investment Tokens acquired via the Platform. In the absence of secondary markets, the Investment Tokens are currently not tradeable on such markets.

15.2 Investor Rights granted under the Investment Contract can only be transferred in accordance with the Investment Conditions.

16. NOTICES REGARDING INVESTMENT TOKENS AND SMART CONTRACTS

16.1 The User is aware that responsibility for the use of Investment Tokens lies solely with them after the transfer. The User must inform themselves on how to transfer the Investment Token from their Wallet to third-party Wallets and secure it against loss and theft. Tokenize.it is not liable for User errors regarding the transfer (e.g., incorrect Wallet address) and/or loss or theft of the Token from the User’s Wallet..

16.2 The User is aware that after the transfer of the Investment Token, they are responsible for the legality of its use. The User must ensure that the specific use of the Investment Token is permissible in each individual case.

16.3 Tokenize.it is not obliged to provide advice regarding the use of a personal Wallet, tradability or transfer of Investment Tokens, the permissibility of public access on Platforms and/or marketplaces, or their tax, securities market, financial supervisory, or other evaluations.

16.4 The User is aware that Tokenize.it is not obligated nor otherwise guarantees that the Investment Token is or will be tradeable on regulated or unregulated markets (especially online Platforms) or that third parties will attribute market value to the Investment Token. Tokenize.it is not obligated to obtain permission, approval, or similar for trading, selling, or exchanging the Investment Token on other online Platforms and/or marketplaces.

16.5 The User is solely responsible for the technical ownership of the Investment Token.

16.6 The User is aware that the Investment Tokens are technically based on a Blockchain. This Blockchain and the smart contracts are operated by third parties, not Tokenize.it. Tokenize.it has no influence on the Blockchain or smart contracts and therefore assumes no responsibility for their functionality. Malfunctions of the Blockchain or smart contracts may lead to errors or loss of Investment Tokens, resulting in a situation where the User loses control of the Investment Token.

17. TERM OF CONTRACT, TERMINATION

17.1 The contract is concluded for an indefinite period and may be terminated by Tokenize.it at any time without notice in text form via email or notification in the User Account, and by the User at any time without notice via email or through the corresponding function in the User Account.

17.2 Termination for cause remains unaffected for both parties. Cause for Tokenize.it includes, but is not limited to, the following events:

a) An Investor no longer meets the registration requirements under Section 6;

b) A case under Section 9.4 (violation of User obligations, suspicion of misuse) arises;

c) Tokenize.it must cease Platform operations, e.g., due to BaFin or another authority or court requiring cessation of brokerage or Platform operation by Tokenize.it;

d) Due to a change in applicable laws or regulatory requirements, Tokenize.it can no longer provide the Services under these User T&C; or

e) Tokenize.it is unable to continue Platform operations for an extended period due to reasons beyond its control.

17.3 Termination of the contract does not affect any existing contractual relationships between Users and Companies. The term and termination of these contracts are governed by the relevant provisions, e.g., Investment Conditions or the Allocation Agreement.

17.4 Upon contract termination and thus the User Account, all further declarations and information will be sent to the User only to the last registered email address.

17.5 Tokenize.it will promptly forward all data of the registered Investor to Companies with which the Investor has concluded an Investment Contract upon termination of the contract. Subject to sentence 1 and excluding data backups within usual backup processes, Tokenize.it will delete all data of the registered User within thirty (30) days after termination of the contract, to the extent legally permissible, i.e., where there are no statutory retention or archiving requirements. Data created on the Blockchain, smart contracts, and Tokens cannot be deleted due to their fundamental immutability and nature as a continuous register.

18. LIABILITY

18.1 In the case of damage caused by slight negligence, Tokenize.it is only liable if Tokenize.it, its legal representatives, or agents violate a contractual obligation essential to the contract and on which the User can rely ("Cardinal Obligation"), and such liability is limited to typical, foreseeable damages. Sentence 1 does not apply to damages resulting from injury to life, body, or health, or in cases of mandatory liability, especially liability for cases where Tokenize.it has assumed a procurement risk or warranty, in cases of liability under the Product Liability Act, liability under the GDPR, or fraudulent concealment of a defect. Furthermore, strict liability for defects existing at the time of contract conclusion is excluded. Subject to intentional misconduct, liability for indirect damages, such as lost profit, is excluded.

18.2 Tokenize.it is not liable in particular for:

a) the accuracy or completeness of information published by Companies on the Platform, including risk disclosures on an Investment, or the accuracy or completeness of responses provided by Tokenize.it to User inquiries based on Company statements and documents;

b) the validity of contracts concluded between the User and a Company, where all information on Companies available on the Platform originates solely from statements and documents provided by the Companies themselves;

c) delays in fulfilling brokerage orders that are not within Tokenize.it's control;

d) circumstances arising from the User's contractual breach or unauthorized changes by third parties; or

e) the achievement of tax, economic, or legal goals in connection with Investments, participation programs, or acquisition of Investment Tokens, particularly the economic success of Investments and Investment Tokens, repayment of the invested amount, interest payments, or fulfillment of projected outcomes associated with Investment Tokens.

18.3 The above limitations of Liability also apply in cases of negligence by Tokenize.it's agents and Liability Umbrella as well as to the personal Liability of Tokenize.it and Liability Umbrella's officers, employees, and agents.

19. INDEMNIFICATION

19.1 The User agrees to indemnify Tokenize.it against any third-party claims in full where such claims result from User conduct, unless the User can prove that they are not responsible for the breach of obligation causing the damage.

20. COMMUNICATION

20.1 Declarations required for an Investment are delivered to the Investor exclusively through the communication area on the Platform or by email. Additional communication in paper form does not occur unless legally mandatory.

21. PLATFORM INFORMATION AND FAQs

21.1 Any FAQs or additional information provided by Tokenize.it on the Platform are intended solely for explanatory and informational purposes and have no legal binding effect. Only the provisions in these User T&C and the respective Investment Conditions are legally binding.

22. CONFIDENTIALITY

22.1 Each User must treat information accessible through the registration-restricted Platform area ("Confidential Information") confidentially and not disclose it to third parties without prior written consent from Tokenize.it or the Company. This includes information about Investments, Companies, their business models, and Tokenize.it.

22.2 Confidential Information does not include information that, at the time of disclosure, is:

a) publicly known or published, or

b) lawfully in the User's possession or obtained from an authorized third party, or

c) generally known in the relevant field or state of the art, or

d) independently recognized or developed by the User, or

e) publicly disclosed by Tokenize.it or the Company in writing.

22.3 The User may disclose Confidential Information to employees and professional advisors under confidentiality obligations if they are involved in the execution of this Agreement or an Investment Contract and reasonably require access. The User ensures that all representatives will comply with these confidentiality obligations.

22.4 The above provisions do not apply if the User or individuals under Section 22.3 are required by law or enforceable decision of a court or authority to disclose information. In such cases, the User must inform Tokenize.it immediately and take all necessary and legally permissible actions to avoid disclosure or ensure confidential treatment.

22.5 The User's obligations under this Section 22 end two (2) years after the later of the end of the contract term or the last provision of information on an Investment.

23. ANTI-MONEY LAUNDERING AND ANTI-TERRORISM

23.1 The User warrants that:

a) the Investment, participation program, and/or Investment Token will not be used for illegal or unethical purposes, including activities related to money laundering, terrorism financing, or any other illegal activities;

b) no proceeds from criminal or illegal activities will be used for payment of the Investment amount; and

c) no transactions involving the Investment, participation program, or Investment Token will be used to facilitate or conduct criminal or illegal activities, including money laundering or terrorism financing.

23.2 The User warrants that no criminal or regulatory investigations related to business activities are pending against the User, any affiliated company, officers, or shareholders at the time of entering into the Agreement.

23.3 The User warrants that at the time of entering into the Agreement:

a) the User is not listed on any United Nations, U.S., EU, or Swiss sanctions list;

b) the User does not indirectly act on behalf of, or forward assets to, any person or entity on the sanctions lists in clause a); and

c) no shareholder holding more than 25% of shares, directly or indirectly, is listed on a sanctions list in clause a).

23.4 If any of the above circumstances occur after the contract and during its term, the User undertakes to notify Tokenize.it immediately and to suspend all transactions in connection with the Agreement until the situation is resolved.

24. RISK NOTICES AND POTENTIAL CONFLICTS OF INTEREST

24.1 An Investment lies exclusively in the hands of the respective Company and is neither reviewed nor influenced by Tokenize.it. Tokenize.it does not guarantee the economic success of an Investment. Each Investor should independently assess the legal, tax, and economic consequences of investing in a Company. Tokenize.it’s activities consist solely of technical and possibly brokerage services, and particularly not of investment advice. Tokenize.it cannot consider the personal circumstances of individual Investors, such as risk tolerance.

24.2 Investments offered by Companies on the Platform involve economic, legal, and tax risks. Future performance projections may differ from expectations even under conservative assumptions. Investments and acquisition of Investment Tokens entail significant risks, including the partial or complete loss of invested assets (partial or total loss risk). Investment suitability exists only for Investors who can financially manage a partial or total loss of capital in the event of negative developments. Investments are unsuitable for Investors with immediate liquidity needs.

24.3 Investment Brokerage by Tokenize.it may involve potential conflicts of interest between the interests of Tokenize.it, the respective Companies, and the Investors. Tokenize.it, particularly due to commission-based remuneration, has an interest in successfully brokering Investments with high placement volumes. Further potential conflicts of interest may arise, including final commissions from brokered Investments, volume-based remuneration as part of Platform Fees, performance-based remuneration for management or supervisory bodies, or shared management or supervisory members. There is a risk that such individuals might make decisions or actions favoring their own interests, directly or indirectly, affecting the economic success of Investments.

24.4 Investors should critically examine Investments in light of their personal financial circumstances and objectives before making an offer to enter into an Investment Contract. Investors should seek expert advice and independently verify legal, economic, and tax implications if unsure about making an Investment on the Platform. Investors should be able to financially endure the potential loss of their Investment amount.

24.5 The Platform’s offerings are exclusively aimed at Investors with sufficient experience and competence to understand the risks associated with the offered Investments and make investment decisions independently.

24.6 Specific risk notices apply to individual Investments, provided by the Company with the Investment Documents, for which only the Company is responsible.

24.7 Any forecasts from Companies regarding expected Investment returns are non-binding and cannot be verified by Tokenize.it. Past returns do not guarantee future returns.

24.8 Tokenize.it provides no advisory services regarding Investments on the Platform and does not perform consulting services. In particular, Tokenize.it does not provide financing or investment advice, nor tax or legal advice. Tokenize.it reviews an offer or solicitation from a Company only based on subjective, formal criteria and plausibility before publishing on the Platform. Tokenize.it provides no personal recommendations on Investments based on individual Investor circumstances. Personal circumstances are only considered to the extent legally required during an Investment Brokerage or for statutory notices, without intending to provide specific investment recommendations.

24.9 Information available on the Platform from the Companies does not constitute investment recommendations or advisory services by Tokenize.it. Tokenize.it does not assess Company creditworthiness and assumes no responsibility for the provided information’s truthfulness, completeness, or timeliness. Expert advice or self-education cannot be replaced by the information and risk disclosures provided on the Platform. Investors make investment decisions solely at their own risk.

24.10 Tokenize.it employees are not authorized to make independent statements to Investors about Companies or their information deviating from the Investment Documents of the respective Company. Only the Investment Documents provided by the respective Company on the Platform are relevant for the Investor.

24.11 An Investment between the Investor and a Company may have a long-term orientation and is generally not terminable. The Investor must assume that their invested capital is bound for the entire term and cannot be reclaimed on short notice. No regulated secondary market exists for the Investment Tokens brokered on the Platform, and Tokenize.it has no influence on whether third parties provide a sale option (see Section 15). Thus, Investment Tokens are generally non-tradable unless otherwise specified in the Investment Conditions. Tokenize.it recommends that each Investor carefully read all Company-provided documents on the respective Investment, particularly the risk disclosures, before acquiring Investment Tokens.

24.12 By agreeing to the User T&C, the Investor acknowledges the risks and risk disclosures set forth above.

25. DISPUTE RESOLUTION

25.1 Pursuant to Article 14 (1) of Regulation (EU) No. 524/2013 on online dispute resolution (ODR), Tokenize.it is required to inform Users who are consumers within the meaning of § 13 BGB about the European Commission's ODR platform. Consumers can access this at http://ec.europa.eu/consumers/odr/.

25.2 Tokenize.it does not participate in dispute resolution before a consumer arbitration board and is not obligated to do so.

26. TAXES

26.1 Tokenize.it makes no statements regarding the tax treatment of an Investment. Each Investor is responsible for assessing the tax implications of their Investment independently. Tokenize.it assumes no liability for any adverse or unforeseen tax consequences for Investors (including risks of legal changes).

26.2 The Investor is solely responsible for paying all taxes associated with using the Services, Investment Brokerage, and Investment or acquisition of Investment Tokens. Investors are advised to contact the relevant tax and social security authorities to ensure compliance with their tax and social security obligations.

26.3 The individual Investment Conditions of Companies may contain specific provisions for tax deductions for the Investor.

27. DATA PROTECTION

Information and details on data protection can be found in Tokenize.it’s privacy notice which is not part of the Agreement.

28. AMENDMENTS TO THE USER T&C

28.1 Tokenize.it reserves the right to amend the User T&C with future effect. Changes to these User T&C will be communicated to the User either via the Platform User Account or by email to the email address registered with Tokenize.it, with a request for consent within two (2) weeks. The User can consent or object to the changes within two (2) weeks by activating a corresponding button or checkbox on the Platform or by email. If the proposed changes do not affect the essential contractual performance obligations or fees for these obligations, the User’s consent to the amendments is deemed granted if Tokenize.it has offered the changes at least two (2) months before the effective date and the User does not object within this period. Tokenize.it will separately inform the User of this in the amendment notification. Amendments to essential contractual performance obligations or fees require the User's explicit consent.

28.2 If the User does not consent to the amended User T&C within the allotted period, Tokenize.it reserves the right to terminate the contract in accordance with Section 17.1.

28.3 The amended User T&C will be made available to Users at https://www.tokenize.it/terms or https://www.tokenize.it/agb.

29. FINAL PROVISIONS

29.1 If individual provisions of these User T&C are entirely or partially invalid or unenforceable or if they contain a gap, this shall not affect the validity of the remaining provisions. In place of unenforceable or missing provisions, statutory law shall apply. Otherwise, Tokenize.it and the User will agree on a valid provision that comes as close as possible to the economic intent of the invalid or unenforceable provision if supplementary contract interpretation is not possible or takes precedence.

29.2 These User T&C, their interpretation, and all non-contractual obligations arising in connection with them are subject to German substantive law. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

29.3 The exclusive place of jurisdiction for all disputes arising from and in connection with this contract, including its validity, is Chemnitz, except in disputes with consumers, unless the User has moved their residence or habitual residence outside the scope of the German Code of Civil Procedure (ZPO) or their residence or habitual residence is unknown to Tokenize.it at the time of filing a lawsuit.

‍
***

‍

We use essential cookies to make our website work. To improve and personalize your experience, we ask for your permission to use additional cookies. In some cases, the information gathered via the cookies is processed in the USA, where legal regulations concerning data privacy and processing activities differ from those in the EU and the UK.

Do you consent to the use of cookies and the associated processing of your personal data in the EU and the USA?

For more information on cookies and data protection, see our Privacy Notice. You can select or change your own cookie settings or withdraw your consent anytime by clicking on "Customize".

Customize Deny Accept all

General Terms and Conditions for Companies

[CONVENIENCE TRANSLATION - GERMAN VERSION BINDING]

‍

Version: 12 April 2024
‍
These General Terms and Conditions for Companies ("Company T&Cs") of Tokenize.it GmbH, Markt 16, 09648 Mittweida, registered in the Commercial Register of the Chemnitz District Court under HRB 35247 ("Tokenize.it") govern the use of the platform tokenize.it, available at www.tokenize.it ("Platform"), and all services related to the Platform (hereafter, the Platform and services provided in connection with investments on the Platform are collectively referred to as "Services," and the underlying agreement incorporating the Company T&Cs as the "Platform Agreement").

‍
The Platform provides investors registered on the Platform ("Investors") and companies (e.g., startups or small and medium enterprises, collectively "Companies") with the Services and offers Investors, among other things, the opportunity to invest in these Companies via the Platform and manage Investments. Employees, consultants, freelancers, business partners, customers, or other third parties ("Eligible Parties") who are entitled through Company participation programs can manage rights granted by the Company through the Platform within the scope of participation programs.

‍
The brokerage of Investments (as defined below) on the Platform may be conducted by Tokenize.it as a Tied Agent under a Liability Umbrella (as defined below) in accordance with regulatory requirements.

1. DEFINITIONS

The following terms have the meanings assigned to them in these Company T&Cs:

(a) "Investment Brokerage" means brokering the acquisition and sale of financial instruments according to § 1 (1a) sentence 2 no. 1 KWG or § 2 (2) no. 3 WpIG, specifically connecting Companies and Investors to facilitate the acquisition and sale of financial instruments.

(b) "Offering Declaration" means a binding offering declaration by the Company in the sense of § 657 BGB, issued on the Company’s website or through the Platform.

(d) "Liability Umbrella" means CONCEDUS GmbH, located at Schlehenstraße 6, 90542 Eckental, and registered in the Commercial Register of the Fürth District Court under registration number HRB 17058, a securities institution licensed by the German Federal Financial Supervisory Authority for Investment Brokerage according to § 2 (2) no. 3 WpIG with identification number (ID) 10157094.

(e) "Investment" refers to the investment described in detail in the respective Investment Description (as defined below) and Investment Documents (as defined below), particularly Investor Rights (as defined below), represented by Investment Tokens (as defined below) and granted on the basis of an Investment Contract (as defined below) or an Allocation Agreement (as defined below) and/or an Offering Declaration.

(f) "Investment Conditions" means the conditions established by the Company for an Investment, provided to Investors via the Investment Description (as defined below) and prior to the conclusion of an Investment Contract and accessible to Investors and Eligible Parties via the Platform and/or the Company’s website.

(g) "Investment Description" means the page on the Platform where an Investment and related Investment Tokens (as defined below) are offered for acquisition, where further information on the Investment and the respective Investment Conditions is provided, and where an Investor can submit an offer to conclude an Investment Contract (as defined below).

(h) "Investment Contract" means the underlying contract between the Company and the Investor for the acquisition of Investor Rights and/or Investment Tokens.

(i) "Investment Documents" means all documents provided to an Investor by a Company before concluding an Investment Contract (as defined below), particularly the Investment Conditions, and accessible via the Platform and/or the Company’s website.

(j) "Investment Tokens" refers to any amount or fraction of a Token (as defined below) representing and documenting the Investor Rights and other rights arising from an Investment Contract, an Allocation Agreement, and/or an Offering Declaration according to the Investment Description.

(k) "Investment Data" means all data, information, content, text, graphics, images, or related storage media created, transmitted, uploaded, published, and/or exchanged by the Company on the Platform, including but not limited to the Investment Description and Investment Documents or an Allocation Agreement and explicitly also any Investment Data created and used using Platform Templates (as defined below).

(l) "Investor Rights" means the rights granted to an Investor by the Company based on an Investment Contract, an Allocation Agreement (as defined below), and/or an Offering Declaration; details of the respective Investor Rights can be found in the Investment Description and the Investment Documents or an Allocation Agreement (as defined below).

(m) "Private Offering" means an offer by a Company for the acquisition of Investor Rights and/or Investment Tokens without the provision of Investment Brokerage or other regulated services by Tokenize.it.

(n) "Platform Templates" refers to (also automatically created) draft-stage templates provided by Tokenize.it on the Platform for Companies to create Investment Documents or Allocation Agreements (as defined below), especially Investment Conditions.

(o) "Smart Contract" means software running on the Blockchain for the transfer of a Token (as defined below) to a Wallet Address (as defined below), developed by Tokenize.it and available on the Platform for the transfer of Investment Tokens by the Company to Investors.

(p) "Token" refers to a token available or acquired on the Platform on the Blockchain, which can be divided into fractions between 0 and 1 (inclusive), with the smallest fraction being 0.000000000000000001 (18 decimal places).

(q) "Wallet" means software or other systems used to store and manage Investment Tokens.

(r) "Wallet Address" refers to a public address of a Wallet belonging to an Investor or a Company.

(s) "Allocation Agreement" means an agreement between the Company and an employee, consultant, freelancer, business partner, customer, or third party within a participation program for granting Investor Rights and transferring Investment Tokens.

2. SCOPE OF APPLICATION

2.1 These Company T&Cs apply to all business relationships between Tokenize.it and Companies in connection with the Platform, including but not limited to the use of the Platform for the purpose of brokering Investments in Companies to Investors by Tokenize.it, as well as the technical operation of the Platform by Tokenize.it in the case of a Private Offering, unless expressly agreed otherwise.

2.2 Contractual relationships between Companies and Investors or Eligible Parties, specifically the Investment Contract or the Allocation Agreement, are not covered by these Company T&Cs and are subject to separate legal regulations (e.g., Investment Conditions, Allocation Agreements). Tokenize.it is not a party to these contracts and solely facilitates their conclusion and supports their execution.

2.3 Tokenize.it acts exclusively as a Tied Agent under the Liability Umbrella for Investment Brokerage. The Investment Brokerage activity is based on a separate agreement between the Liability Umbrella and the respective Company ("Brokerage Agreement") and is not covered by these Company T&Cs. In case of contradictions or discrepancies between these Company T&Cs and the provisions of the Liability Umbrella’s Brokerage Agreement, these Company T&Cs take precedence regarding the relationship between Tokenize.it and the Company. However, the Liability Umbrella is entitled to assert the rights arising from the provisions of the Brokerage Agreement directly against the Company.

2.4 The Company’s general terms and conditions do not apply, even if Tokenize.it has not expressly objected to them in individual cases.

3. PLATFORM AND SCOPE OF SERVICES

3.1 Tokenize.it operates the Platform and provides Companies, among other things, with the ability to access the Services and use them as intended. The functionalities and other characteristics of the Services are outlined solely in these Company T&Cs.

3.2 Tokenize.it offers the Company the ability to publish Investment Descriptions on the Platform, make them available to Investors, and allow Eligible Parties to manage their Investor Rights granted through an Allocation Agreement via the Platform. The Investment Descriptions, Investment Documents, and other Investment Data are published on the Platform by Tokenize.it in the name of the Company without verification (see Section 8). Tokenize.it may provide Platform Templates for creating Investment Documents on the Platform (see Section 9). The Company assumes explicit and exclusive responsibility for the subscription process and all Investment Data, including those based on Platform Templates (see Section 10).

3.3 As part of the Services, Tokenize.it may provide securities services in the form of Investment Brokerage, facilitating Investment Contracts between Investors and Companies as a Tied Agent under the Liability Umbrella in accordance with § 3 (2) WpIG (see Section 4).

3.4 In the context of Private Offerings, Tokenize.it does not provide Investment Brokerage or other regulated services but acts as a technical service provider for the Company. In such cases, the Company itself acts as the Platform operator toward Investors and other third parties.

3.5 Tokenize.it provides information on Smart Contracts through the Platform, enabling the Company to transfer Investment Tokens to an Investor or Eligible Party (see Section 13).

3.6 Tokenize.it does not provide investment, tax, legal advice, or other advisory services in connection with the Services under these Company T&Cs.

4. LIABILITY UMBRELLA AND TIED AGENT

4.1 The Liability Umbrella is a securities institution authorized by the German Federal Financial Supervisory Authority to engage in Investment Brokerage. Tokenize.it provides any Investment Brokerage as a Tied Agent of the Liability Umbrella, a securities institution according to § 3 (2) WpIG, i.e., on its behalf and under its liability. Tokenize.it is registered as a Tied Agent in the public register of Tied Agents per § 3 (2) WpIG with BaFin under registration number 10157094. The register can be accessed at https://portal.mvp.bafin.de/database/VGVInfo/.

4.2 As a Tied Agent, Tokenize.it is subject to legal recording and retention obligations for client-related communications in accordance with § 83 WpHG and Articles 74, 75 of Delegated Regulation EU/2017/565. This means that conversations and communications with Companies and Investors in connection with Investment Brokerage are recorded. The Company hereby agrees. Upon request, a copy of the recordings of these conversations and communications can be provided to the Company for a period of five years or, if requested by BaFin, for a period of seven years.

4.3 As a Tied Agent, Tokenize.it is obliged to grant the Liability Umbrella access to business records at any time, if necessary for regulatory compliance. Additionally, Tokenize.it has granted the Liability Umbrella comprehensive authority to give instructions to ensure control and monitoring capabilities. Tokenize.it is obligated, as a Tied Agent, to allow inspections and visits by BaFin and the Liability Umbrella's internal audit department and to cooperate in these audits.

4.4 Tokenize.it, as a Tied Agent, and the Liability Umbrella have entered into a separate agreement stipulating that Tokenize.it acts as an agent of the Liability Umbrella in the context of Investment Brokerage. Tokenize.it is authorized to conclude Investment Brokerage Agreements on behalf of the Liability Umbrella. The Liability Umbrella is generally liable to Companies and Investors for any damages arising in connection with the regulated Investment Brokerage activities conducted by Tokenize.it on behalf of the Liability Umbrella due to a breach of duty by Tokenize.it as a Tied Agent ("Liability Assumption"), provided that any liability limitations in these Company T&Cs or the Liability Umbrella’s general terms and conditions do not apply. Service disruptions arising from business and activities mediated by Tokenize.it beyond the scope of Investment Brokerage are not covered by the Liability Assumption by the Liability Umbrella.

4.5 Tokenize.it is not permitted to acquire or hold funds or assets of Investors on behalf of third parties within the scope of Investment Brokerage. Tokenize.it's function is strictly limited to its role as a Tied Agent.

5. REQUIREMENTS FOR USING THE PLATFORM AND SERVICES

5.1 The use of the Services requires the successful registration of the Company on the Platform and the creation of an account on the platform ("Platform Account") as specified in Section 6 and a Wallet as specified in Section 20.

5.2 The Company can access the Services via a web browser. To use the Services, the Company must have an end device that meets current technical standards.

5.3 The Company must keep the end device used to access the Services up to date and have antivirus protection installed.

6. REGISTRATION, PLATFORM ACCOUNT, KYC PROCESS

6.1 Registration requires creating a Platform Account by entering the required data, such as a self-chosen password and a valid email address, and/or linking a Wallet according to Section 20. The email address must be suitable for long-term communication and must be confirmed (double opt-in); disposable email addresses are not allowed. All data must be provided completely and accurately.

6.2 Only legal entities may register as a Company. Tokenize.it reserves the right to exclude Companies from certain countries or for compliance reasons, wholly or partially, from using the Platform or during the registration process.

6.3 Registration of the Company requires the successful completion of the identification process and compliance verification with the applicable anti-money laundering (AML) requirements (referred to below as the "KYC Process"). The KYC Process may be conducted by a service provider ("KYC Provider," e.g., IDnow GmbH, Munich) on behalf of the Liability Umbrella (for example, for crowdfunding products) or by Tokenize.it, and in such cases, Tokenize.it will forward all necessary information from the Company to the Liability Umbrella or KYC Provider, or the Company will provide this information directly to the Liability Umbrella or KYC Provider.

6.4 Successful registration requires the Company to be activated by Tokenize.it at Tokenize.it's sole discretion. Only after the KYC Process is successfully completed and the Company is activated by Tokenize.it can the Company offer Investments on the Platform, conclude Investment Contracts on the Platform, and sell Investment Tokens through the Platform.

6.5 After termination of the Platform Agreement, the Company may register on the Platform again unless the Platform Agreement was terminated by Tokenize.it.

7. PROVISION OF SERVICES AND PLATFORM

7.1 The Company’s right to use the Platform and the components deployed for delivering the Services is limited to the term of the Platform Agreement, revocable, non-exclusive, non-sublicensable, and non-transferable.

7.2 Except for Investment Data, all content of the Platform and Services, including but not limited to the logo, all designs, texts, graphics, images, information, data, software, audio files, other files, and their selection and arrangement, are the property of Tokenize.it, affiliated companies according to §§ 15 ff. AktG, or third parties.

7.3 The Company acknowledges that any improvements provided by Tokenize.it are the sole property of Tokenize.it or third parties, even if they result from feedback or error reports from the Company, and that the Company has no rights thereto. Tokenize.it reserves the right to adapt the Services to market conditions and to continuously improve, expand, modify, and delete the Services in whole or in part, provided this is reasonable for the Company.

7.4 In the event of defects in the Services, Tokenize.it is entitled to provide an updated version of the Services.

8. INVESTMENT DATA

8.1 The Company may upload Investment Data, particularly Allocation Agreements, Investment Descriptions, and Investment Documents, via the Platform Account for publication to specific Investors or target Investor groups on the Platform.

8.2 Investment Data will remain available on the Platform until either the Company itself deletes the Investment Data or Tokenize.it removes it in cases covered under Section 10.5 or Section 22.5.

8.3 Tokenize.it may require the Company to adhere to quality standards for the creation of Investment Descriptions and Investment Documents (e.g., formatting, Company logo, technical requirements). Tokenize.it will provide the current quality standards to the Company upon request.

9. USE OF PLATFORM TEMPLATES FOR INVESTMENT DOCUMENTS

9.1 Tokenize.it may provide Platform Templates on the Platform, which the Company can use to create Investment Documents or Allocation Agreements. Tokenize.it is not obligated to provide Platform Templates, and the decision to do so lies solely with Tokenize.it.

9.2 Platform Templates are draft templates only. The Company must independently review and adapt any Investment Documents based on Platform Templates for the specific Investment or participation program, both legally and factually. This responsibility rests solely with the Company. Since Platform Templates are only draft templates, Tokenize.it makes no warranty for their suitability, accuracy, or completeness.

9.3 It is strongly recommended that the Company consults with its own attorneys and tax advisors to review Platform Templates, as well as any Investment Documents or Allocation Agreements based on these templates, for legal accuracy and to adapt them to the specific Investment (see also Section 15.4-15.6 for obligations regarding Investment Data verification).

9.4 The Company’s sole responsibility for Investment Data in Section 10 also applies to any Investment Data created, transmitted, published, or otherwise based on Platform Templates.

9.5 The Company shall use Platform Templates solely for offering Investments on the Platform. Any further use of Platform Templates or documents created or derived from Platform Templates is not permitted. If the Company violates this Section 9.5, it agrees to pay Tokenize.it an appropriate contractual penalty as determined by Tokenize.it at its reasonable discretion, taking into account the specific circumstances. The Company may have the appropriateness of the penalty reviewed by a competent court. Additional claims and rights of Tokenize.it remain unaffected. The penalty will be applied to any claims for damages.

10. RESPONSIBILITY FOR INVESTMENT DATA AND SUBSCRIPTION PROCESS

10.1 Information about individual Investments is provided by the Company, and all Investment Data is published on the Platform by Tokenize.it on behalf of the Company.

10.2 The Company must review the subscription process, including legal compliance. If the Company makes changes to the subscription process, especially concerning statements to Investors, it must notify Tokenize.it of these changes in writing and obtain approval from Tokenize.it before the Investment is published on the Platform.

10.3 Tokenize.it assumes no responsibility for Investment Data and/or the subscription process, particularly concerning legal compliance, accuracy, completeness, quality, or economic feasibility. Tokenize.it is not obligated to review or update Investment Data or the subscription process for legal compliance, accuracy, completeness, quality, or economic feasibility. The Company is solely responsible for published Investment Data and/or the subscription process. This also applies if Tokenize.it provides information based on the Company's representations or information in the Investment Documents.

10.4 The Company ensures the legal compliance, accuracy, completeness, quality, and economic feasibility of the Investment Data and/or the subscription process. Furthermore, the Company is solely responsible for regulatory, capital markets, competition, and data protection compliance and other legal responsibilities concerning Investment Data and/or the subscription process. Tokenize.it provides no legal advice regarding the provision or use of Platform Templates and/or the subscription process.

10.5 Tokenize.it assumes no responsibility for the contents of websites linked by the Company.

10.6 Tokenize.it reserves the right to refrain from publishing Investment Data and/or the Subscription Process on the Platform or to remove previously published Investment Data and/or the Subscription Process in whole or in part, particularly if the Investment Data and/or Subscription Process contain Unauthorized Content (see Section 15.3), do not meet the Quality Standards (see Section 8.3), or if the Company has otherwise violated or is suspected of having violated these Company T&Cs. The Company acknowledges and agrees that, in such cases, it is not entitled to any refund of the Brokerage Fee under Section 19 or any other form of compensation, and its payment obligations for Brokerage Fees remain unaffected. There is no entitlement to restore the removed Investment Data and/or Subscription Process. Tokenize.it reserves the right to take legal action, including criminal proceedings, in cases of significant violations.

11. RIGHT TO USE INVESTMENT DATA

11.1 By providing Investment Data via the Platform Account, the Company authorizes Tokenize.it to store, host, and share the Investment Data with specific Investors or Investor groups on the Platform. Tokenize.it receives the non-exclusive, worldwide right to use the Investment Data for the duration of this Platform Agreement to provide the Services under these Company T&Cs, including storing, reproducing, formatting, reformatting, technically processing, transferring to third parties (e.g., the Liability Umbrella), and making it publicly accessible. Tokenize.it also receives the rights to store, disclose, and use the Investment Data and all related data and information as necessary for legally required purposes and to assert its own rights. Tokenize.it accepts the granted rights.

11.2 The Company guarantees that it holds all necessary rights or usage rights in the Investment Data to grant Tokenize.it the rights in Section 11.1 and that Tokenize.it's use of the Investment Data under the Platform Agreement does not violate these Company T&Cs or applicable legal provisions or infringe upon intellectual property rights or other third-party rights.

12. STORAGE OF INVESTMENT DATA

12.1 Tokenize.it will implement measures to protect Investment Data in line with the state of the art. However, Tokenize.it does not assume any custodial or safekeeping obligations for the Company’s Investment Data.

12.2 The Company will back up the Investment Data on its own systems as well.

13. SMART CONTRACT AND TRANSFER OF INVESTMENT TOKENS

13.1 Tokenize.it provides Smart Contracts for use by the Company in accordance with these Company T&Cs. Tokenize.it does not assume further obligations or responsibilities concerning the transfer of Investment Tokens.

13.2 The Smart Contracts serve as the technical foundation for transferring the Company’s Investment Tokens to an Investor or Eligible Party. The Smart Contract carries out the transfer to the Investor’s or Eligible Party’s Wallet Address on behalf of and at the responsibility of the Company, once the Investor has paid the Investment Amount according to Section 18 and/or the Company has approved the transfer.

13.3 Tokenize.it does not access Investment Tokens or the Wallets of Companies, Investors, or Eligible Parties during or after the transfer. Tokenize.it itself does not carry out the transfer of Investment Tokens and is not obligated to do so.

13.4 The Smart Contracts and Investment Tokens are technically based on a Blockchain. The Blockchain and Smart Contracts are operated by third parties and not by Tokenize.it. Tokenize.it has no influence on the Blockchain or the Smart Contracts and, therefore, assumes no responsibility for their functionality. Defects in the functionality of the Blockchain or Smart Contracts may cause errors in the Smart Contracts or the Investment Tokens or result in the loss of Investment Tokens, which may lead to the Company losing control over the Investment Tokens.

14. AVAILABILITY OF THE PLATFORM AND SERVICES

14.1 Tokenize.it will endeavor to provide maximum availability of the Services. Availability refers to the Company’s ability to use all primary functions of the Services (Section 3). Maintenance times, periods of insignificant functional impairments, and periods of non-availability and functional impairments pursuant to Section 14.3 do not count towards determining Availability.

14.2 Maintenance work, security and capacity issues, technical or operational conditions, and events beyond Tokenize.it's control may lead to temporary or permanent unavailability of the Services. Tokenize.it reserves the right to temporarily restrict access to or usage of the Services in full or in part when necessary due to capacity limits or for the security or integrity of the servers, or to carry out technical measures aimed at the proper or improved provision of Services (e.g., for maintenance). Where possible, Tokenize.it will perform maintenance between 8:00 p.m. and 8:00 a.m. CET.

14.3 Tokenize.it assumes no responsibility for the unavailability or functional impairments of the Services that:

a) are due to causes beyond Tokenize.it's control;

b) arise from the use of services, hardware, or software not provided or explicitly endorsed by Tokenize.it;

c) are caused by the use of a Service by the Company after Tokenize.it has instructed the Company to modify the Service and the Company has not made the instructed modifications;

d) are caused by unauthorized actions (including erroneous entries) or the omission of a required action by the Company or its employees, agents, contractors, suppliers, or other persons accessing the Services, or by the Company's failure to observe reasonable security procedures; or

e) arise from the Company's failure to comply with required configurations and updates or from using the Services in a way that is incompatible with the Services’ features and functions (e.g., attempts to execute unsupported operations) or that does not comply with the guidance published by Tokenize.it.

15. COMPANY OBLIGATIONS

15.1 The Company undertakes to ensure that all information and data provided during the use of the Platform is accurate and up-to-date throughout the duration of use. Any changes to the Company’s data must be promptly communicated to Tokenize.it through the Platform Account.

15.2 The Company agrees to keep its access data, particularly its password and Wallet Access Data per Section 20.3, confidential, not to make it accessible to third parties, and to protect it from third-party access through appropriate technical and organizational measures. Specifically, the Company must not store access data unencrypted and must prevent it from being observed when entering it. The Company assumes sole responsibility for all actions performed via its Platform Account or using its registration data. If there is any indication of misuse of the Platform Account or third parties gaining access to access data, the Company is obliged to immediately notify Tokenize.it and change its access data.

15.3 The Company is obliged to:

a) refrain from using the Services to publish Investment Data that or whose upload (i) is offensive, defamatory, discriminatory, sexist, immoral, pornographic, racist, or otherwise objectionable; (ii) is incorrect or intentionally misleading; (iii) violates third-party rights, especially copyrights, or agreements with third parties; (iv) contains content glorifying, trivializing, or promoting violence, war, or hatred; (v) is unconstitutional or includes symbols of unconstitutional organizations; (vi) otherwise violates applicable laws or official orders or constitutes a criminal offense or refers to websites of such content; (vii) contains computer programs that may damage software or hardware or interfere with computer use, viruses, or other malware; (viii) may harm the reputation of Tokenize.it and/or the Platform, or (ix) serves the purpose of collecting and/or using the personal data of Investors, Eligible Parties, or other Companies for business purposes ("Unauthorized Content");

b) use the Services exclusively in accordance with the laws of the country in which the Services are provided or used and not abuse the Services;

c) refrain from taking any actions aimed at circumventing technical protective measures of the Services and from any unauthorized use of the Services, particularly attempts to overcome or disable the security mechanisms of the Services or use computer programs that enable automatic reading of data, as well as from using/spreading viruses, worms, trojans, brute-force attacks, spam, or links, programs, or procedures that may harm Tokenize.it, the Liability Umbrella, other Companies, the Services, Investors, and/or Eligible Parties;

d) take all necessary and appropriate steps to prevent or mitigate damages through the use of the Services;

e) refrain from using the Services for money laundering or other illegal activities;

f) refrain from participating in or promoting any illegal, particularly fraudulent, activities;

g) refrain from using bots or other forms of automation and/or multiple accounts in the use of the Services; and

h) refrain from modifying, adapting, or reverse-engineering the Services.

15.4 The Company is obliged to review Investment Data before uploading it to the Platform to ensure that it contains no Unauthorized Content and complies with legal and regulatory requirements as well as the requirements of these Company T&Cs. The Company is particularly required to label all advertising in compliance with legal standards.

15.5 Before providing Investment Data on the Platform, the Company must check it for any computer programs that could damage software or hardware or interfere with computer usage, viruses, or other malware and employ up-to-date security measures (e.g., antivirus software) for this purpose.

15.6 Any breach of this Section 15 may result in immediate exclusion from the use of the Services, termination of the Platform Agreement without notice, initiation of civil and criminal proceedings, and Tokenize.it’s assertion of claims for damages against the Company. If there is suspicion of misuse of the Platform by the Company or by third parties, Tokenize.it is free to exclude the Company from using the Platform temporarily or permanently with immediate effect.

16. WARRANTY

16.1 Tokenize.it strives to deliver the Services in accordance with the current state of the art and that no third-party rights oppose the Company’s use of the Services as contractually agreed.

16.2 In the event of functional impairments of the Services, the Company must notify Tokenize.it through the Platform, describing the impairment. Tokenize.it does not owe rectification of specific impairments but, at its discretion, provides updates during the contract term as needed to maintain contractual conformity and resolve functional impairments. This also includes routine technical and functional updates, which Tokenize.it is not obliged to perform.

16.3 Tokenize.it will endeavor to display Investment Data in a manner that meets the typical technical standard.

16.4 Tokenize.it does not guarantee that Investors will view the Company’s Investment Data or that any specific economic success will result from this.

17. INVESTMENT VIA THE PLATFORM

Unless otherwise stipulated in the specific Investment Terms of the Company, the following provisions apply for concluding the Investment Agreement:

17.1 There may be a time limit for an Investment via the Platform, which is specific to each Investment (“Investment Phase”). The Company and Tokenize.it reserve the right to change this time limit at any time.

17.2 The publication of Investment information via the Investment Description by the Company does not constitute an offer to enter into an Investment Agreement but only an invitation to make an offer to an unspecified group of people (invitatio ad offerendum).

17.3 The Investor can submit a binding offer to conclude an Investment Agreement with the respective Company via the Platform by confirming their intention to invest by clicking a button at the end of the investment process. The offer expires at the latest with the end of the Investment Phase and does not constitute a contract.

17.4 The Investment Agreement is only concluded via the Platform when the Company accepts the Investor’s offer to conclude the Investment Agreement. An acknowledgment of receipt sent by the Company to the Investor only documents the receipt of the Investor’s offer and does not represent acceptance. Acceptance is only effected by transferring the corresponding quantity of Investment Tokens to the Investor's Wallet Address or by explicit confirmation from the Company in text form (e.g., by email), subject to payment of the Investment Amount under Section 18.

17.5 The Company transfers the respective Investment Tokens promptly after the payment of the Investment Amount to the Investor's Wallet Address. The Investor is responsible for providing a valid and personally assigned Wallet Address.

17.6 The Company may configure the Platform to allow for automated technical acceptance per Section 17.4 for offers from Investors who are registered on the Platform, have completed the KYC Process, and have undergone the Suitability Assessment. However, technical automation does not relieve the Company of responsibility for these acceptances.

17.7 Before entering into an Investment Agreement, the Company may, at its discretion, reject the Investor's offer and remove Investment publications from the Platform.

17.8 In the case of Investment Brokerage, Tokenize.it acts as the Investor's and the Company's representative and recipient for entering into the Investment Agreement.

18. PAYMENT OF THE INVESTMENT AMOUNT

18.1 The Investor pays the selected Investment Amount on the Platform to the Company according to the provisions of the Investment Terms after making the offer to conclude the Investment Agreement.

18.2 Tokenize.it does not accept payments or handle payments itself. The Company is solely responsible for receiving and processing payments, including via the Smart Contract.

19. PLATFORM FEES AND BROKERAGE COMMISSION

19.1 Fees for Platform registration, maintaining a Platform Account, and using the Platform and Services for the Company are based on the fee schedules at www.tokenize.it and these Company T&Cs and, unless otherwise specified there or agreed separately between Tokenize.it and the Company, are free of charge.

19.2 In the case of Investment Brokerage, the Liability Umbrella receives performance- and volume-based fees from the respective Companies (“Brokerage Commissions”). Unless otherwise expressly agreed in individual cases, Tokenize.it’s Brokerage Commission is based on the fee schedules at www.tokenize.it. The Liability Umbrella’s Brokerage Commission is governed by the provisions of the relevant Brokerage Agreement between the Liability Umbrella and the Company.

19.3 Tokenize.it may agree with the Company on a one-time fee for posting or completing an Investment on the Platform and fees for ongoing support of Investments and/or Platform operations (“Platform Fees”). Unless otherwise expressly agreed, the Platform Fee is due when the Investment is posted and when an Investment Agreement is concluded with an Investor and is based on the fee schedules at www.tokenize.it. Platform Fees may be automatically transferred to Tokenize.it via a Smart Contract during the transfer of Investment Tokens by the Company to the Investor’s or Eligible Party’s Wallet Address or invoiced separately.

19.4 The Company agrees that the actual fees in each case may be displayed and disclosed by Tokenize.it on the Platform in a suitable manner and that further details on the fees will be provided by Tokenize.it to the Investor upon request.

19.5 The Company agrees that both Tokenize.it and the Liability Umbrella retain the volume-based fees they receive, provided that payment acceptance and/or fees occur within a legally permitted framework. The Company also agrees that the fees remain with Tokenize.it and/or the Liability Umbrella and, in deviation from the statutory rules on agency services (Sections 675, 667 of the German Civil Code [BGB] and Section 384 of the German Commercial Code [HGB]), are not to be refunded to the Company.

19.6 Subsequent changes to the Investment Amount and the termination or invalidity of the Investment Agreement do not affect claims for Brokerage Commission, Platform Fees, or other fees for using the Services, and the Company may neither demand a refund of the Brokerage Commission or Platform Fees nor a reversal of the Platform Fees or other fees due to the aforementioned reasons.

20. WALLET

20.1 To use the Platform, conclude Investment Agreements with Investors, and transfer Investment Tokens and cryptocurrencies, the Company requires a Wallet compatible with the Blockchain. Compatible Wallets are specified on the Platform, though this does not constitute a recommendation of any specific Wallet.

20.2 Tokenize.it does not provide Wallets to Companies and is not obligated to do so. The Company alone is responsible for storing the Investment Tokens. Tokenize.it has no control over the Wallet's operation and, therefore, assumes no responsibility for the Wallet or for the safekeeping of Investment Tokens.

20.3 The Company ensures that it keeps the Wallet, associated passwords, access data, private keys, and any recovery phrases (Seeds) (collectively and individually, “Wallet Access Data”) confidential and protects them from third-party access using appropriate technical and organizational measures. The Company is aware that any person with access to Wallet Access Data can misuse the Wallet under its name. The Company guarantees that it will prevent third parties from using Wallet Access Data. Specifically, the Company must not store Wallet Access Data insecurely and must prevent it from being observed when entered. If the Company discovers that another person has knowledge of the Wallet Access Data or suspects it, the Company must immediately change the affected Wallet Access Data, particularly passwords, if possible.

20.4 The Company is obliged to keep the Wallet in a secure, fully operational, and valid condition.

20.5 The Company acknowledges that it is solely responsible for controlling its Wallet and that losing control of the Wallet may result in losing access to Investment Tokens.

20.6 Only the general terms and conditions of the respective third-party providers apply to the safekeeping of Investment Tokens by third parties.

21. TRADABILITY, SECONDARY MARKET

21.1 No regulated secondary market exists for the Investment Tokens brokered via the Platform. Tokenize.it currently does not provide a regulated secondary market for Investment Tokens and is not obliged to do so.

21.2 Tokenize.it has no control over whether third parties offer a means of selling Investment Tokens and assumes no responsibility for the Investment Tokens being tradable on regulated or unregulated markets (especially online platforms) or for third parties assigning a market value to Investment Tokens. Tokenize.it has no obligation to obtain a permit, approval, or similar for the trading, sale, or exchange of Investment Tokens on online platforms and/or marketplaces.

21.3 The Investor Rights granted based on the Investment Agreement or an Allocation Agreement may only be transferred according to the Investment Terms.

22. TERM, TERMINATION

22.1 The Platform Agreement is concluded for an indefinite period and may be terminated by Tokenize.it at any time by email or notification in the Platform Account and by the Company at any time by email to hi@tokenize.it or via the corresponding functionality in the Platform Account, each without notice.

22.2 The right to terminate for cause remains unaffected for both parties.

22.3 Termination of the Platform Agreement does not affect any existing contractual relationships between Investors or Eligible Parties and the Company or between the Liability Umbrella and the Company. The duration and termination options for these contracts are determined by the terms governing these legal relationships, e.g., the respective Investment Terms.

22.4 Upon termination of the Platform Agreement and thereby the Platform Account, all further statements and information will no longer be transmitted to the Company via the communication area set up on the Platform but exclusively to the email address last provided by the Company, and the Company will no longer have access to the Services or parts thereof.

22.5 Subject to data backup within usual backup processes, Tokenize.it will delete all Investment Data of the Company within the Platform within thirty (30) days after the Platform Agreement's termination becomes effective, as long as this is legally permissible, i.e., unless statutory retention or archiving obligations prevent deletion. Due to the fundamental immutability and nature of Blockchain data as a continuous register, data, Smart Contracts, and Tokens created on the Blockchain cannot be deleted.

23. LIABILITY

23.1 In the event of minor negligence, Tokenize.it is only liable for damages resulting from a breach by Tokenize.it, its legal representatives, or agents of a contractual obligation essential to the Platform Agreement that the Company may rely on (core obligations), and liability is limited to foreseeable and typical damages. This provision does not apply to damages resulting from injury to life, body, or health, nor in cases of mandatory liability, especially liability for cases in which a procurement risk or warranty for damages was assumed, liability under the German Product Liability Act (ProdHaftG), liability under the GDPR, or fraudulent concealment of a defect. Additionally, strict liability for defects existing at the time the contract is concluded is excluded. Subject to liability for intent, liability for indirect damages, such as lost profits, is excluded.

23.2 Tokenize.it is not liable for:

a) damages due to publicly viewable data;

b) the validity of contracts concluded between Investors and a Company. Information made available by Companies on the Platform is based solely on statements and documents provided by the Companies themselves. The respective Company is solely responsible for the accuracy, currentness, and completeness of this information;

c) delays in executing a brokerage order that are not attributable to Tokenize.it;

d) matters arising from the contract's improper use or unauthorized changes by the Company or third parties; or

e) the intended tax, economic, or legal goals associated with the Investment, Participation Programs, or the sale of Investment Tokens.

23.3 The liability limitations above also apply in the event of the fault of a Tokenize.it or Liability Umbrella agent and to the personal liability of Tokenize.it's and the Liability Umbrella’s organs, employees, and representatives.

24. INDEMNITY

If Tokenize.it is held liable for Unauthorized Content in connection with Investment Data or other breaches of these Company T&Cs, laws, or regulatory requirements attributable to the Company, the Company agrees to defend and indemnify Tokenize.it at its own expense against any claims, suits, or liabilities made by a third party against Tokenize.it and to cover all losses (including reasonable attorney’s fees) incurred by Tokenize.it due to infringement of third-party rights (particularly including patent, copyright, trade secret, trademark, or other intellectual property violations), unless the Company proves it is not responsible for the violations. Tokenize.it will promptly notify the Company of such third-party claims in writing and permit the Company to support Tokenize.it, to the extent legally possible, in defending or settling such claims.

25. COMMUNICATION

25.1 The Company agrees that from the time of Platform registration, all communication between Tokenize.it and the Company will occur exclusively in electronic form by email to the email address specified on the Platform, unless expressly provided otherwise in these Company T&Cs or required by mandatory legal provisions.

25.2 Statements required for entering into an Investment Agreement are sent to the Company exclusively via the communication area on the Platform or by email. Additional paper mailings will not be provided unless legally required.

26. INFORMATION ON THE PLATFORM, FAQS

26.1 Where Tokenize.it provides answers to frequently asked questions (FAQs) or other supplementary information on the Platform, these are purely informative and explanatory statements with no legally binding effect. Only the information in these Company T&Cs and the respective Investment Terms is legally binding.

27. MONEY LAUNDERING AND TERRORISM FINANCING

27.1 The Company assures that:

a) the Services, Investments, and/or Investment Tokens will not be used for illegal or unethical purposes, including acts related to money laundering, terrorism financing, or other activities that violate applicable law;

b) the Company will not use proceeds from criminal or illegal activities to pay Brokerage Commissions; and

c) no transactions with the Services, Investment, or Investment Tokens will be used to facilitate or conduct criminal or illegal acts, including acts related to money laundering, terrorism financing, or other activities that violate applicable law.

27.2 The Company assures that as of the conclusion of the Platform Agreement, there are no criminal or regulatory investigations pending against the Company, any Company affiliates per Sec. 15 et seq. of the German Stock Corporation Act, executives, or shareholders of the Company in connection with the Company's business activities.

27.3 The Company assures that at the time of the Platform Agreement’s conclusion:

a) it is not listed on any sanctions list of the United Nations, the USA, the European Union, or Switzerland;

b) it neither (i) acts indirectly (e.g., as a representative or messenger) for a person or legal entity listed on one of the sanctions lists in clause (a) nor (ii) directly or indirectly transfers any assets of any kind to such a person or entity; and

c) no shareholder holding directly or indirectly more than 25 percent of the shares is listed on one of the sanctions lists in clause (a).

27.4 Should any of the above events occur after the Platform Agreement’s conclusion and during its term, the Company must, to the extent permitted, promptly inform Tokenize.it and suspend all transactions related to the Platform Agreement until the event ceases.

28. COMPANY MENTION AND ADVERTISING

Unless otherwise agreed, the Company authorizes Tokenize.it to publicly mention the Company, including displaying the Company's logo, in connection with the use of the Platform in compliance with the contract, e.g., in social media or as a reference on the homepage. The Company grants Tokenize.it any necessary rights of use, which Tokenize.it accepts. Further advertising activities by Tokenize.it require the Company's prior consent, which must not be unreasonably withheld.

29. POTENTIAL CONFLICTS OF INTEREST

Investment Brokerage by Tokenize.it may be associated with potential conflicts of interest between Tokenize.it's interests, those of the respective Companies, and Investors. Due to commission-based compensation, Tokenize.it has an interest in successful brokerage of Investments with high placement volumes. Other potential conflicts of interest may arise, particularly in connection with the following: potential final fees from brokered Investments, investment volume-based compensation as part of Platform Fees, success-based compensation of members of the respective management and/or supervisory bodies or employees, and the identity of individuals in the respective management and/or supervisory bodies or shareholders. There is a risk that these individuals may make decisions or take actions in their own interest or that of the Investors that could directly or indirectly negatively affect the economic success of the respective Investments.

30. TAXES

30.1 Tokenize.it informs the Company that capital gains and interest may be subject to taxation and recommends consulting a tax advisor. Tokenize.it does not provide tax advice.

30.2 Tokenize.it makes no representations or warranties regarding the tax treatment of an Investment. Each Company is encouraged to assess the tax treatment of its capital gains independently. Tokenize.it assumes no liability for any adverse and/or unforeseen tax consequences for the Companies (including risks of legal changes).

31. DATA PROTECTION

Information and details on data protection can be found in Tokenize.it's Data Privacy Notice, which is not part of this Platform Agreement.

32. CHANGES TO THE COMPANY T&Cs

32.1 Tokenize.it reserves the right to amend the Company T&Cs with future effect. Changes to these Company T&Cs will be communicated to the Company either via the Platform’s Platform Account or by email to the email address provided by the Company, requesting acceptance within two (2) weeks. The Company may accept or reject the changes within this period. If the proposed changes do not affect the main contractual services or fees for those main services, the Company is deemed to have accepted the changes to the Company T&Cs if Tokenize.it offers the changes at least one (1) month before they take effect and the Company does not object within this period. Tokenize.it will specifically inform the Company of this in the change notification. Changes to main contractual services or fees require the Company’s express consent to be effective.

32.2 If the Company does not accept the amended Company T&Cs within the provided period, Tokenize.it reserves the right to terminate the Platform Agreement, and thereby the Platform Account and access to the Services, as stipulated in Section 22.1.

32.3 The amended Company T&Cs will be made available to Companies at https://www.tokenize.it/terms or https://www.tokenize.it/agb.

33. FINAL PROVISIONS

33.1 If any provisions of these Company T&Cs are invalid or unenforceable in whole or in part or if the Company T&Cs contain a gap, the validity of the remaining provisions shall not be affected. Statutory provisions will replace unenforceable provisions. Tokenize.it and the Company will agree to replace the invalid or unenforceable provision with a valid provision that comes as close as possible to the intended economic purpose, provided that no supplementary contract interpretation takes precedence.

33.2 These Company T&Cs and their interpretation, as well as all non-contractual obligations related to them, are governed by German substantive law. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

33.3 The exclusive place of jurisdiction for all disputes arising from and in connection with this Platform Agreement, including its validity, is Chemnitz.

‍
***

‍

Wir sind fast soweit

Almost finished...

General Terms and Conditions for Platform Users

1. DEFINITIONS

2. SCOPE OF APPLICATION

3. PLATFORM AND SCOPE OF SERVICES

4. LIABILITY UMBRELLA AND TIED AGENT

5. CONDITIONS FOR USING THE PLATFORM AND SERVICES

6. REGISTRATION, USER ACCOUNT, KYC PROCESS

7. APPROPRIATENESS CHECK

8. PROVISION OF SERVICES AND PLATFORM

9. USER OBLIGATIONS

10. INFORMATION ON INVESTMENTS

11. INVESTMENT VIA THE PLATFORM

12. PAYMENT OF THE INVESTMENT AMOUNT

13. PLATFORM FEES AND BROKERAGE COMMISSION

14. WALLET

15. TRADEABILITY, SECONDARY MARKET

16. NOTICES REGARDING INVESTMENT TOKENS AND SMART CONTRACTS

17. TERM OF CONTRACT, TERMINATION

18. LIABILITY

19. INDEMNIFICATION

20. COMMUNICATION

21. PLATFORM INFORMATION AND FAQs

22. CONFIDENTIALITY

23. ANTI-MONEY LAUNDERING AND ANTI-TERRORISM

24. RISK NOTICES AND POTENTIAL CONFLICTS OF INTEREST

25. DISPUTE RESOLUTION

26. TAXES

27. DATA PROTECTION

28. AMENDMENTS TO THE USER T&C

29. FINAL PROVISIONS

General Terms and Conditions for Companies

1. DEFINITIONS

2. SCOPE OF APPLICATION

3. PLATFORM AND SCOPE OF SERVICES

4. LIABILITY UMBRELLA AND TIED AGENT

5. REQUIREMENTS FOR USING THE PLATFORM AND SERVICES

6. REGISTRATION, PLATFORM ACCOUNT, KYC PROCESS

7. PROVISION OF SERVICES AND PLATFORM

8. INVESTMENT DATA

9. USE OF PLATFORM TEMPLATES FOR INVESTMENT DOCUMENTS

10. RESPONSIBILITY FOR INVESTMENT DATA AND SUBSCRIPTION PROCESS

11. RIGHT TO USE INVESTMENT DATA

12. STORAGE OF INVESTMENT DATA

13. SMART CONTRACT AND TRANSFER OF INVESTMENT TOKENS

14. AVAILABILITY OF THE PLATFORM AND SERVICES

15. COMPANY OBLIGATIONS

16. WARRANTY

17. INVESTMENT VIA THE PLATFORM

18. PAYMENT OF THE INVESTMENT AMOUNT

19. PLATFORM FEES AND BROKERAGE COMMISSION

20. WALLET

21. TRADABILITY, SECONDARY MARKET

22. TERM, TERMINATION

23. LIABILITY

24. INDEMNITY

25. COMMUNICATION

26. INFORMATION ON THE PLATFORM, FAQS

27. MONEY LAUNDERING AND TERRORISM FINANCING

28. COMPANY MENTION AND ADVERTISING

29. POTENTIAL CONFLICTS OF INTEREST

30. TAXES

31. DATA PROTECTION

32. CHANGES TO THE COMPANY T&Cs

33. FINAL PROVISIONS

We’re always a DM away.

Do you want to learn more about Tokenize.it?Get in touch now!

Products

Company

Resources

Get our newsletter

Do you want to learn more about Tokenize.it?
Get in touch now!