Terms of Service

The Service currently offers the following:

• Primary sales of share-class tokens, open to the public: no invitation is needed. The Operator approves each sale (clause 7). To buy, you need a wallet linked to the Service as clause 7 describes. Buying, holding and transferring units of an open class need no identity verification (clause 6).
• Direct transfers by an issuer of units from its treasury to wallets it chooses (clause 7).

The following are not available at present, and the pages that carry them say so:

• Conversion of tokens into company shares. Once the Operator switches it on, it will be available where the issuer offers it, and it will require identity verification (clause 6).
• Trading through Manci (OTC deals, offers and the resell board), vested (Startup) raises and their payout vaults, physical delivery, distributions, vesting, governance and Rights-Token issuances, which are switched off.

The on-chain programs have been through internal security reviews and automated testing only. No independent external audit has been completed.

The Operator may change the scope of the Service or switch further features on. Where a change affects your rights or obligations under these Terms, the Operator first publishes a new version of the Terms (clause 20).

• You must be at least 18 years old and have full legal capacity. If you act for a company or another entity, you confirm that you are authorised to bind it, and these Terms bind it.
• You must not be located in, resident in or incorporated in a country or region where the Operator does not offer the Service, and you must not use a VPN or any other means to hide where you are.
• You, and anyone for whom you act, must not be the subject of sanctions under the sanctions lists the Operator applies, or be owned or controlled by such a person, and your wallet must not appear on such a list.
• You are responsible for making sure that using the Service, and buying and holding the instruments offered on it, is lawful where you live and where you act from, and for any tax on your purchases, holdings and sales.
• The information you give the Operator, in identity verification or otherwise, must be true and complete, and you must keep it up to date.

The Service is technology through which issuers offer tokenized instruments and buyers acquire and hold them. Tokens are created and moved by two on-chain programs on the Solana network, asset_registry and transfer_hook, whose addresses are published on the Security page. Payments and escrowed tokens are held in accounts owned by those programs, not in a wallet of the Operator; the Operator's authorised keys can take the actions described in clause 9.

The Operator is not the issuer of the instruments offered on the Service and is not a party to the instrument between you and an issuer. Each issuer is responsible for its instrument, its offering document, its disclosures and the licences and consents its offering requires. The Operator does not take legal title to the off-chain assets that back tokens.

Nothing on the Service is investment, legal, tax or accounting advice, or a recommendation to buy, hold or sell any instrument. The Operator does not assess whether an instrument is suitable for you.

• You use a self-custodial wallet and you alone control its private keys and seed phrase. The Operator cannot sign for you, cannot recover a lost key and cannot reverse a transaction you signed.
• Tokens are bearer instruments: whoever controls the wallet that holds them can transfer them, subject to the transfer checks in clause 8. If tokens leave your control, the Operator cannot return them to you.
• A transaction confirmed on the Solana network is final. Check the amount, the price and the addresses before you sign.
• You pay the Solana network fees of the transactions you sign.
• To accept these Terms and to sign in, your wallet must be able to sign messages. A wallet that cannot sign messages cannot use the marketplace or the portfolio.

Identity verification (KYC) is required to convert tokens into company shares, where the issuer offers conversion, and to take delivery of a physical good, where delivery is offered. Buying, holding and transferring units of an open class (a class that is not KYC-gated) need no identity verification. The Operator can make a class KYC-gated (clause 8); buying or receiving units of such a class then requires a live investor passport. Issuers must pass verification of the legal entity (KYB) before they can issue.

When your verification is approved, the Operator writes an investor passport for your wallet to the Solana blockchain. The passport is public and records your wallet address, its status, a jurisdiction code, an investor category, its expiry, a code identifying the verification provider and a hash reference to your verification file; it contains no name and no document. A passport is valid for at most two years.

The Operator may revoke a passport, for example when a later review fails, when sanctions screening returns a match, or at your request. A wallet whose passport is revoked or has expired cannot receive units of a KYC-gated class; it keeps the units it already holds unless clause 9 applies.

A sale opens only after the Operator has approved it for that share class. The approval fixes the payment token, a price range, the most the sale may raise and the latest start date; within it, the issuer sets the price, the quantity and the dates. Primary sales are open to the public; no invitation is needed. The issuer chooses how long a sale runs, up to 365 days (for example 30 or 90 days).

You can buy units in a primary sale only through the Service. Before each purchase, your wallet must be connected to the Service and signed in, by signing the message the Service asks for; it must have accepted the version of these Terms in force; and it must pass the sanctions screening described in clause 10. Nothing more is required to buy units of an open class: in particular, you need no identity verification and no investor passport. You must still meet the conditions of clause 3 and confirm the offering document and the risk warning described below.

Buying units in a primary sale in any other way, for example by sending a purchase transaction to the on-chain programs directly or through other software, is not supported. The Operator monitors purchases on the blockchain. Where a purchase in a primary sale was made other than through the Service, the Operator may place the buyer's wallet on the blocklist and move its units into quarantine under clause 9. Units moved into quarantine are never returned, and the programs do not refund the price paid for them. Units you receive through an issuer's direct transfer (described below) or by a transfer from another wallet (clause 8) are not a purchase in a primary sale.

The Operator limits the amount each issuer may raise through the Service to at most EUR 3,000,000 over any period of twelve months; where an issuer issues through a special purpose vehicle, the limit applies to that vehicle. The Operator counts the issuer's sales, including sales approved but not yet closed, and the units it mints to its treasury, and does not approve a sale beyond the limit.

You pay in USDC. When your purchase is confirmed, the price moves from your wallet into the sale's escrow and the units are minted to your wallet in the same transaction; when the sale closes, the issuer receives the proceeds. A confirmed purchase is final: it cannot be cancelled, and for the sales the Service currently offers (clause 2) the programs have no instruction that refunds its price to you. Any claim for your money back is a claim against the issuer under the offering document.

Before you buy, the Service shows you the offering document and a risk warning that you must confirm.

An issuer may also transfer units from its treasury directly to wallets it chooses. Such a transfer is the issuer's own act, not a primary sale through the Service: the Operator does not approve it, and the Service processes no payment for it, records no offering document for it and shows no risk warning for it. Any rights in respect of units received this way are against the issuer. Those units are subject to clauses 8 and 9 like any other units.

Every transfer of a share-class token runs through the transfer_hook program:

• a wallet on the blocklist cannot send tokens, except into the burn-only quarantine described in clause 9;
• on a KYC-gated class, the receiving wallet must hold a live passport from a permitted jurisdiction.

The Operator, through its Blocklist Authority role, can switch a share class between open and KYC-gated transfers in either direction, and can point a KYC-gated class to another passport registry. A wallet on the blocklist is also refused as a buyer in a primary sale and as a party to a trade through Manci. Transfers from wallet to wallet do not pass through the Operator and are not stopped by an emergency pause; the checks above still apply.

The on-chain programs give the Operator's authorised keys the following powers. They can be used without your signature and without notice to you:

• Emergency pause. Any administrator can pause one or more areas of platform-mediated activity: onboarding, primary sales, trading through Manci, custody entry, distributions and payouts to issuers. Only the super administrator can resume them. A pause never blocks exits: cancellations, expiries, refunds, claims and custody returns keep working.
• Issuer proceeds freeze. Any administrator can freeze the proceeds of one issuer: its sales, withdrawals and payouts to it stop, and only the super administrator can lift the freeze. While it lasts, money that buyers have already paid into that issuer's sale stays locked in the sale's escrow: it is neither paid to the issuer nor refunded to buyers, who keep the units they bought.
• Blocklist. The Blocklist Authority can add any wallet, including a program escrow, to the blocklist, for example after a sanctions match or a purchase in a primary sale made other than through the Service (clause 7), and can remove it.
• Clawback. An administrator can move a holder's units, without the holder's signature, into a quarantine vault of the same share class from which they can only be burned: on any class, when the holder's wallet is on the blocklist; on a KYC-gated class, when the holder's passport was revoked, or expired at least 30 days earlier. Units moved into quarantine are never returned on-chain, including when the wallet is later removed from the blocklist.
• Share-class mode. The Blocklist Authority can switch a class between open and KYC-gated transfers (clause 8).
• Permitted jurisdictions. The Operator's KYC authority can change at any time, with immediate effect, which jurisdictions' passports KYC-gated classes accept. A holder whose jurisdiction is no longer permitted cannot buy or receive further units of such a class.
• Roles and recovery. Adding an administrator or replacing the super administrator takes effect only after 48 hours, during which it can be cancelled; pausing and removing an administrator take effect at once. If the super administrator's or the Blocklist Authority's key is lost, the holder of the programs' upgrade authority can move that role to a new key after 7 days unless the current key holder cancels. If an issuer loses its key, the super administrator can move the issuer's authority to a new key after 7 days unless the issuer cancels.
• Program upgrades. The Operator controls the upgrade authority of both programs and can replace their code. An upgrade can change any behaviour these Terms describe, including the waiting periods above.

Currently, one key of the Operator holds the super administrator, administrator, Blocklist Authority and KYC authority roles together; a second key holds the administrator role only, and a separate key controls the upgrade authority of both programs. The Operator uses these powers to comply with the law, sanctions and orders of courts and authorities, to protect users and the Service, to act on purchases in a primary sale made other than through the Service (clause 7), and in the other cases these Terms describe.

The Operator screens wallets against sanctions lists, and the Service screens your wallet before each purchase. The Service refuses a wallet that matches, and the match is reported to the Operator's compliance function. A purchase in a primary sale sent directly to the programs bypasses this screening and is not supported (clause 7); the Operator screens such a purchase afterwards and may blocklist the wallet and claw back its units (clause 9), whether or not the screening finds a match. If the Operator cannot check the list, the Service refuses the request rather than letting it through.

The Service refuses transactional requests from countries and regions where it is not offered, based on the network location of the request, and refuses them when that location cannot be determined. These checks are a first line of defence and do not replace your obligations under clause 3.

The Operator currently charges buyers and holders no fee for using the Service. No platform fee is taken on-chain on purchases, and the programs' yield-routing feature, which would pay a share of routed yield to the Operator, is switched off. You pay the Solana network fees of your own transactions (clause 5).

Issuers pay what their engagement agreement with the Operator provides. The Operator will publish a new version of these Terms before it introduces any fee for buyers or holders.

Tokenized instruments carry risk, including the total loss of the money you commit. They are illiquid: there is no exchange listing and no guaranteed buyer. Distributions, conversion and redemption depend on the issuer performing, and a claim against an issuer is not a payment. Conversion into company shares is not available yet (clause 2); once it is, it will be available only where the issuer offers it, and only after identity verification. Software, including the on-chain programs, the Service and the Solana network, can fail. The value and availability of USDC depend on its issuer.

Digital asset transactions are not covered by deposit insurance or by any investor protection or compensation scheme.

The risk disclosure page and the risk warning shown before each purchase describe these risks in more detail. Do not commit money you cannot afford to lose entirely.

If you use the Service as an issuer, you must also:

• keep your KYB information accurate and tell the Operator promptly of any material change to the entity, its beneficial owners or its compliance position;
• obtain every licence, approval and consent your offering requires, and publish an offering document that meets the law that applies to it;
• treat your issuer authority wallet as a master key: a hardware wallet or a multisig is strongly recommended, and recovering a lost key takes at least 7 days (clause 9);
• accept that the Operator may refuse or revoke a sale approval, pause issuance and freeze your proceeds under clause 9.

Your engagement agreement with the Operator governs the rest of the relationship between you and the Operator.

You must not use the Service for:

• breaking any law or sanctions, or helping anyone else to do so;
• hiding your location or identity, using another person's identity or wallet, or acting for a person who is not eligible under clause 3;
• money laundering, terrorist financing, fraud or market manipulation;
• buying in a primary sale other than through the Service (clause 7);
• interfering with the Service or the on-chain programs, or exploiting a defect in them instead of reporting it to the security contact published on the Security page;
• scraping, overloading or attacking the Service.

The Operator may refuse, suspend or end your access to the Service, suspend or reject your client profile and revoke your passport if you breach these Terms, if the law, sanctions or an authority requires it, or to protect other users or the Service. You may stop using the Service at any time.

Ending your access to the Service does not take your tokens: they stay in your wallet, subject to clauses 8 and 9.

If the Operator stops operating the Service, it will announce the stop in advance, stop new activity and keep the exits of existing positions open for as long as its wind-down plan provides.

The Service is provided as it is and as available. The Operator does not guarantee uptime, latency or that any feature will continue. Maintenance can interrupt the Service, and during maintenance the Service refuses signed requests and transactions.

To the extent the law allows, the Operator is not liable for: losses caused by the performance or default of an issuer; the loss of your keys or a transaction you signed; defects in, or the behaviour of, the Solana network, wallets, USDC or other third-party software; the use of its powers under clause 9 in line with these Terms; or indirect or consequential loss or lost profit.

Nothing in these Terms limits liability that cannot be limited under the applicable law, including liability for fraud or wilful misconduct.

The Privacy Policy describes how the Operator processes personal data. The Service records your wallet address with each acceptance of these Terms. Information written to the Solana blockchain, including your passport, if one is issued (clause 6), and your transactions, is public and cannot be deleted.

Send complaints and legal notices to the legal contact shown below, or use the contact form. Include your wallet address and the transaction or sale concerned.

The Operator sends notices to the contact details you have given it, or publishes them on the Service.

The Operator may change these Terms. Each version carries its own date. When a new version comes into force, the Service asks you to accept it with your wallet before you can use the marketplace or the portfolio again. Until you do, your tokens stay in your wallet and remain subject to clauses 8 and 9.

• These Terms, together with the Privacy Policy, the offering document of each sale you take part in and the risk warning you confirm, are the whole agreement between you and the Operator on your use of the Service.
• If a provision of these Terms is invalid, the others remain in force.
• You may not transfer your rights under these Terms without the Operator's consent. The Operator may transfer them to a successor that takes over the operation of the Service.
• These Terms are written in English. A translation is for convenience only.