The Services do not offer financial advice, the acquisition, and sale of financial instruments by us or another user for your account, portfolio management, investment management, or any consulting or advisory services to you by us or any other user and are not an invitation to you to subscribe for or purchase any securities or any other financial instruments. We are also not offering any deposit or custodial services for cryptographic or other assets. We are not a bank or financial institution and do not provide financial services or financial market infrastructure. We are a software as a service provider that enables a platform for users to get a consolidated dashboard overview of their asset balances on third-party wallets, view any open asset reservations and subscriptions, and access and use (publish and invest) the project marketplace with investing opportunities. 

Only you have access to your assets held with third-party walletsolutions. Viewing your balances of assets in the Services is thus onlypossible if the third-party wallet solution where you hold your assets iscompatible with the Web3 library (allows the connection with third-partywallets) integrated in the code of our Services. 

By using the Services you agree to be bound by these Terms. If you donot want to agree to these Terms, you must not access or use the Services.

The marketplace of the Services displays investment opportunities in third-party projects. You acknowledge that all such offerings offer constitute offers by independent third-parties which have not been reviewed or rated by us ("Third-Party Offerings")
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When you access Third-Party Offerings you acknowledge that:
1. the information in connection with Third-PartyOfferings is solely provided by the creator of the respective financial instruments and may not be construed as advice or invitation to any person by us to subscribe for or purchase any securities or any other financial instrument or as an invitation or an offer to sell or a solicitation of an offer to subscribe for or purchase any securities or any other financial instrument in any jurisdiction, even if such an invitation, offer or solicitation can lawfully be made by us without compliance with any registration or other legal requirements.
2. granting you access to Third-PartyOfferings is neither legal, business, tax, accounting, investment, consulting or advisory, purchase nor other advice.
3. when you access Third-Party Offerings you are urged to consult your own advisers as to legal, business, tax, regulatory, accounting, financial, and other consequences of a potential investment inThird-Party Offerings.
4. the access and use of the information contained in Third-Party Offerings is subject to the conditions set out therein and according to the instructions of the publishing party.
5. The distribution of the information contained in Third-Party Offerings may be restricted and accordingly, you have to inform yourself about and to observe such restrictions.
6. you are responsible for your use of Third-Party Offerings, including compliance with applicable laws, rules, and regulations.
7. any use or reliance on Third-Party Offerings or obtained by you through such Third-Party Offerings is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Third-Party Offerings or communications in this regard or endorse any opinions or statements expressed in Third-PartyOfferings.
8. we do not recommend or make any representation as to possible benefits from any investments in Third-Party Offerings and do not endorse any Third-PartyOfferings.
9. We are a technology solution provider and do not perform any investment, financial, or other due diligence on Third-Party Offerings that would be required to rate or endorse offerings.
10. you warrant that you will perform your own due diligence on Third-Party Offerings.
11. all content in Third-Party Offerings is the sole responsibility of the person who originated such content.
12. we do not monitor or control Third-PartyOfferings published on the marketplace and we cannot take responsibility for such Third-Party Offerings.
13. any rights you may have according to financial market laws in connection Third-Party Offerings are to be asserted against the party responsible for the respective Third-Party Offering.

You acknowledge that investments in Third-Party Offerings require sufficient knowledge and experience in business and financial matters as well for Third-Party Offerings associated with distributed ledger-technology, sufficient understanding of technology, cryptographic tokens, and other digital assets, smart contracts, and storage mechanisms. You may lose all amount paid to the offeror of the Third-Party Offering. In addition to the risk of loss, there are many other risks associated with investments in Third-Party Offerings. Such risks may further materialize as unanticipated variations or combinations. 

We may be in a natural conflict of interest situation that could have a negative impact on you. For example, we offer the functionality of the marketplace to offerors of Third-Party Offerings and you as a user and potential investor. Your investment interests in the Third-Party Offerings and our interest in offering technology solutions to offerors of Third-PartyOfferings may result in a conflict of interest, as you, we, and the offeror, each, has different interests. In particular, you are interested in the qualityof Third-Party Offerings, we are interested in providing high-quality technical solutions to attract as many offeror's as possible, and the offerors are interested in finding potential investors.

The Services allow users to publish their projects as Third-Party Offerings on the marketplace as investment opportunity to other users. The publishing of Third-Party Offerings is subject to the following conditions:
1. you will not make any statement to the contrary of the following and acknowledge and that (i) we are not responsible for anyThird-Party Offerings published by you on the marketplace and we do not monitor or control any such Third-Party Offerings; (ii) you are responsible for yourThird-Party Offerings, including compliance with applicable laws, rules, and regulations; (iii) all content in any of your Third-Party Offerings is your sole responsibility; and (iv) by allowing you to publish any Third-PartyOfferings on the marketplace, we do not recommend or make any representation as to possible benefits from any investments in such Third-Party Offerings and do not endorse such Third-Party Offerings.
2. you warrant that (i) you have obtained and maintain all necessary licenses, approvals and consents required by applicable law to publish your Third-Party Offerings on the marketplace and issue directly or indirectly (via a financial intermediary) the financial instruments to potential investors; and (ii) the documentation for the financial instruments, comply with all applicable legal and regulatory requirements, including but not limited to the legal and regulatory requirements in connection with the offering of financial instruments in the respective form to the investors to be addressed.

The Services are currently in a test phase and not all features are enabled. Due to the nature of testing, features may be changed, extended, or removed. You acknowledge that in particular, but not exclusively (see below) in the test phase, the risks for errors, inaccuracies failures, corruption or loss of data, is very high. You agree that we are not responsible for any costs, expenses, or other liabilities you may incur as a result of your testing, and that also during the test phase, our liability, and that of our parent(s), affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors, is limited to the maximum extent permissible in your country of residence.

You may use the Services only if you agree to form a binding contract with us and are not a person barred from receiving services under the laws of the applicable jurisdiction. In any case, you must have the legal capacity (e.g., 18 years old minimum, etc.) to form a binding contract with us under the applicable law. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you warrant that you are authorized to do so and have the authority to bind such entity to these Terms, in which case the words “you” and “your” as used in these Terms shall refer to such entity.

Our Privacy Policy [https://tokengate.io/privacy] describes how we handle the information you provide to us when you use our Services. You understand that the collection, processing, and use of such information by us and our affiliates (as outlined in the Privacy Policy), including the transfer of the information to other countries, is required to perform the Services.

Your use of the Services must not violate any applicable laws, regulations, including financial market laws, export control laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Services complies with laws and any applicable regulations. 

You may not use, or encourage, instigate, promote, facilitate, or instruct others to use, the Services for any illegal, harmful, fraudulent, or infringing use. 

Our Services evolve constantly. As such, the Services may change from time to time, at our discretion.It is your responsibility to check from time to time the applicable Terms andConditions of our Services (see Section 14). We may stop(permanently or temporarily) providing the Services or any features within theServices to you or to users generally. We also retain the right to create limits on use at our sole discretion at any time. We may suspend or terminate users, and reclaim trading tools without liability to you. 

You agree not to misuse our Services, for example, by interfering with them or accessing them using a method other than the interface and the instructions that we provide. You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, our computer systems, or the technical delivery systems of our providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii)interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services. We also reserve the right to access, read, preserve, and disclose any information that you have provided in connection with the Services as we reasonably believe is necessary to (i)satisfy any applicable law, regulation, legal process or governmental request,(ii) enforce the Terms, including investigation of potential violations hereof,(iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public. We do not disclose personally- identifying information to third parties except according to our Privacy Policy.

We expressly reserve the right to charge fees for the use of all or specific functions of the Services (including additional functionalities added at a later stage), now or in the future and as set out in connection with the respective service (see fees and payment terms when accessing a fee-based service).Some features of the Services may require the possibility of automated fee collection(direct debit) through APIs, which require the use of supported third-party solutions (e.g. payment service providers such as credit card or other companies). By using any of the supported third-party solutions for automated collection, you acknowledge that such solutions are not offered by us, they are governed by separate terms and conditions, we do not have control, and we are not responsible for any costs, expenses, other liabilities, damages or losses you may incur as a result of using such solutions. The support of a specific solution is neither a recommendation nor a guarantee or warranty for such a solution.

The Services include information and content from us as well as from websites, databases, or platforms offered by independent third parties. Links to such other websites, databases, or platforms or information and content from such websites, databases, or platforms are neither a recommendation nor a guarantee or warranty and do not mean that we agree with the intended usability, contents, and functionalities of such websites and platforms.  Any use or reliance on any information or content available via theServices - whether provided by us or by third-parties -obtained by you through the Services is at your own risk and you acknowledge that we exclude all liability to the extent permitted by applicable law. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any information and content made available via the Services.

You need to create an account to use our Services. You are responsible for safeguarding your account, so use a strong password and limit its use to this account. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above. Your account should be kept personal to you and not shared with other people.You can control most communications from the Services. We may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your account, and you may not be able to opt-out from receiving them.

We give you a personal, worldwide, royalty-free, non-assignable, and non-exclusive right to use the software provided to you as part of theServices. This license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms. 

Nothing in the Terms gives you a right to use our name or any of our logos, domain names, other distinctive brand features, and other proprietary rights. All rights, titles and interests in and to the Services are and will remain the exclusive property of us and our licensors. Any feedback, comments, or suggestions you may provide regarding us or the Services is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.

You may end your legal agreement with us at any time by deactivatingyour accounts and discontinuing your use of the Services.  

We may suspend or terminate your account or cease providing you with allor part of the Services at any time for any or no reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms;, (ii) you create risk or possible legal exposure for us; (iii) your account should be blocked due to prolonged inactivity; or (iv) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you through theServices the next time you attempt to access the Services, depending on the circumstances. In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except that the following sections shall continue to apply: sections 2, 6, 7, 13, and 14.

By using the Services you agree that our liability, and that of our parent(s), affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors, is limited to the maximum extent permissible in your country of residence. 

If you have a dispute with one or more users of the Services (including, but not limited to users that published Third-Party Offerings), you agree to release us from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of orin any way connected with such disputes. 

You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Services, including but not limited to your violation of these Terms, provided that we (i) promptly gives you written notice of the claim, demand, suit or proceeding; (ii) give you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases us of all liability); and (iii) provide to you all reasonable assistance, at your expense.

We may revise these Terms from time to time. The changes will not be retroactive, and the most current version of the Terms, which will always be athttps://tokgengate.io, will govern our relationship with you. Other than for changes addressing new functions or made for legal reasons, we will notify you 30 days in advance of any changes to these Terms that impact the rights or obligations of any party to these Terms, for example via our website or other communication channels. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
 
If any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. 

These Terms are an agreement between you and DSENT AG, Zug, Switzerland.If you have any questions about these Terms, please contact [support@tokengate.io]. 

These Terms are governed by the laws ofSwitzerland. The United Nations Convention on the International Sale of Goods shall not apply. Any disputes arising under or in connection with these Terms are subject to the exclusive jurisdiction of the courts of the city of Zug.

Effective: September 1st, 2024