1. Introduction

Welcome to our website (the “Site”), which is operated by Excellium Digital Assets S.A., a Luxembourg public limited liability company (société anonyme) and a securitisation company (société de titrisation) under the Luxembourg law on securitisation dated 22 March 2004 (the “Luxembourg Securitisation Law”), as amended, with registered office at 412 Rte d’Esch, 1471 Cessange Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B290294 (“we,” “us,” or “our”). The term “user”, or “you” shall refer to any person or entity who views, uses, accesses, browses, or submits any content or material to, the Site. These General Terms of Service (the “Terms”) govern your access to and use of the Site and the services offered through the Site.

By accessing or using the Site, you agree to be bound by these Terms and all applicable laws and regulations. If you do not agree to these Terms, you should not access or use the Site.

Furthermore, by accessing the Site, you acknowledge that we are subject to the Luxembourg Securitisation Law. This entails that you will not be entitled to petition or take any other step to initiate collective or reorganisation proceedings against us, or our winding-up, liquidation or bankruptcy as per article 64 of the Luxembourg Securitisation Law. Under the Luxembourg Securitisation Law, our assets, liabilities and obligations can be segregated into separate compartments which will be only available to satisfy our liabilities and obligations that are incurred in relation to that compartment.

The information to which this Site gives access is exclusively intended for persons who are not located in, or resident of, certain restricted jurisdictions, and who are otherwise permitted to receive such information.The information to which this Site gives access does not constitute an offer or an invitation to purchase financial instruments or securities in any jurisdiction in which such offer or invitation is not authorised or to any person to whom it is unlawful to make such offer or invitation. Users of this information are requested to inform themselves and observe any such restrictions. Financial instruments and securities cannot be offered or sold in the United States without registration under the United States Securities Act of 1933, as amended, or pursuant to an exemption from such registration.

2. Eligibility

To access and use the Site, you must be at least 18 years old and have the legal capacity to enter into a binding contract. We may, in our sole discretion, refuse to offer any services to any person or entity and change the eligibility criteria at any time.

You represent and warrant that you are in compliance with all applicable laws and regulations governing your access and use of the Site, and that you are accessing and using the Site and any related services for your own benefit and not for the use or benefit of any third party. You are responsible for all of your activity in connection with the Site and/or the services offered through the Site.

3. User Accounts

To access certain features of the Site, you must create a user account (the “Account”). You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. If you are a natural person registering on behalf of a company or legal entity, you represent and warrant that you have the authority to bind that company or legal entity to these Terms and that you are personally capable to act and have no restrictions to that effect.

You are responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security that may have an impact on your account or the Site.

We reserve the right to refuse to create an Account for a specific user, without having to give any reason or explanation regarding such refusal. We further reserve the right suspend or terminate your Account, without notice, if we suspect that any information provided during the registration process or thereafter may be inaccurate, false, or misleading, or in case we suspect that you are carrying out any unauthorised or illicit activity. We may also terminate your Account and/or your access to all or any part of the Site at any time, with or without cause, with or without notice, effective immediately, and this may result in the forfeiture and destruction of all information associated with your Account.

4. Security Tokens

The security tokens offered through the Site are subject to certain risks, including, but not limited to, the risk of loss of all or part of your investment (including principal and/or interest), lack of liquidity, platform failure (including any distributed ledger technology) and changes in market conditions. You should carefully review the offering materials and risk disclosures for each security token before making a purchase. By purchasing security tokens through the Site, you represent and warrant that you meet the qualifications and requirements set forth in the offering materials for the applicable security token, including, but not limited to, being a professional client or an accredited or qualified investor (each as defined by applicable securities laws and only to the extent relevant) and complying with all applicable laws and regulations. We reserve the right to refuse to accept any user that fails to provide sufficient information or that, in our opinion, is unqualified to invest in a specific security token.

The offering documents have not been approved by and will not be submitted for approval to the Luxembourg financial sector supervisory authority (Commission de Surveillance du Secteur Financier) for purposes of a public offering or sale in Luxembourg. Accordingly, the security tokens may not be offered or sold to the public in Luxembourg, directly or indirectly, and neither the offering documents nor any other offering document, form of application, advertisement or other material related to such security tokens may be distributed, or otherwise be made available in or from, or published in, Luxembourg except in circumstances where the offer benefits from an exemption to or constitutes a transaction not subject to the requirement to publish a prospectus, in accordance with Regulation (EU) 2017/1129 and the Luxembourg law of 16 July 2019, on prospectuses for securities, as amended from time to time.

5. User Portal

Through your Account, you can access your user portal. The access to, or use of, the user portal may require a wallet. You are responsible for ensuring the accuracy of any information displayed on your user portal and promptly notifying us of any errors or discrepancies. We reserve the right to change the user portal specifications at any time.

6. Bulletin Board

The Site features a bulletin board where users can advertise their buying and selling interests for security tokens. The bulletin board shall merely aggregate and broadcast indications of interest, without allowing or facilitating to users any genuine trade execution or arranging services. As such, the bulletin board shall not qualify as a multilateral trading facility, DLT multilateral trading facility or trading venue.

You are solely responsible for the content of any advertisements you post on the bulletin board, and you agree to comply with all applicable laws and regulations regarding the offer and sale of security tokens. We do not endorse or verify any advertisements posted on the bulletin board, and we are not responsible for any transactions between users.

7. Intellectual Property

All content and materials available on the Site, including, but not limited to, text, graphics, logos, button icons, images, audio clips, and software, are the property of Excellium Digital Assets S.A. or its licensors (or its licensors’ licensors) and are protected by copyright, trademark, and other intellectual property laws. You may not use, reproduce, modify, distribute, or create derivative works of any content or materials on the Site without our prior written consent.

8. No Representations

The Site and the services offered through the Site are provided “as is” and “as available,” without representation or warranty of any kind, either express or implied. We do not represent or warrant that the Site or the services offered through the Site will be uninterrupted, secure, or error-free. We are not responsible for any losses, damages, or liabilities resulting from your access to, or use of, the Site or the services offered through the Site.

9. Content and Information

All content and information added, created, uploaded, submitted, distributed, or posted to the Site by a user (the “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of such user. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all User Content accessed by you using the Site is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom.

We do not guarantee that any content or information will be made available on the Site, or that any content or information that you access on or through the Site is or will continue to be accurate. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any content or information in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or information or if we are concerned that you may have violated these Terms), or for no reason at all, and (ii) to remove or block any content or information from the Site.

You acknowledge that you shall not (and shall not permit any third party to) download, post, submit or otherwise distribute or facilitate distribution of any content or information available on the Site, or made available through services offered on the Site, outside the Site or to any third parties.

The content and information provided on the Site is provided on the understanding that we are not rendering any legal, financial, investment, technical or other professional advice or services. As such, it should not be used as a substitute for consultation. Neither the information in this Site nor any further informational material sent to you on request shall be deemed to establish a contractual relationship between us and you. Neither the information on the Site nor any further informational material sent to you on request shall be deemed to establish a contractual relationship between us and you.

10. Third Party Services

The Site or the services offered through the Site may permit you to link to or access other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Site. When you access third party websites, services or resources, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites, services or resources. The inclusion of any such link or access does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, websites, services or resources available on or through any third party.

11. Payments and Billing

Subject to the terms of any relevant offering documents, you can purchase security tokens with FIAT-Money (EUR) through a SWIFT transfer, as well as with specific cryptocurrencies (depending on the project) by using your wallet. You remain solely liable for any currency risk or relevant exchange rate. The terms of your payment will be based on your payment method and may be determined by agreements between you and the financial institution, credit card issuer, wallet provider or any other relevant provider.

12. Indemnification

You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, officers, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (i) your use or misuse of, or access to, the Site, any services offered through the Site, or your User Content, (ii) violation of these Terms, or (iii) infringement by you, or any third party using your Account or identity in the Site, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses at your own cost.

13. Liability

You agree that we shall not be held liable for any actions (or failure to act) taken by you or your representatives on the Site or in connection with any services offered on the Site.

In no event shall we or our representatives be liable for any direct, indirect, special, incidental, consequential, or punitive damages arising out of or in connection with your access or use of the Site or the services offered through the Site, regardless of the cause of action, even if we have been advised of the possibility of such damages.

We are not responsible for the success of any projects listed in the Site, and shall not be deemed liable for any failure. We do not operate the Site as a broker or investment advisor.

14. Modification

We reserve the right, in our sole discretion, to modify or replace any of these Terms, or change, suspend, or discontinue the Site or any services offered through the Site (including without limitation, the availability of any feature, database, information or content), impose limits on certain features or services, or restrict your access to parts or all of the Site, at any time, without notice or liability.

It is your sole responsibility to regularly check these Terms for changes. Your continued access to, or use of, the Site following notification of any changes to these Terms constitutes acceptance of those changes. Your access to, or use of, the Site or the services offered through the Site is subject to the Terms in effect at the time of such access or use.

15. Assignment

These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without your consent.

16. No waiver

Our failure to enforce any part of these Terms shall not constitute a waiver of our right to enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide you with written communication of such waiver.

17. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Luxembourg, and the competent courts of Luxembourg shall have exclusive jurisdiction to settle any dispute in connection with the Terms.