These General Terms of Service (the “General Terms”) are a legally binding agreement between you (“User,” “you,” or “your”) and Emittendo GmbH, together with its affiliates (collectively, “Emittendo,” the “Company,” “we,” “us,” or “our”), governing your access to and use of our website(s), platform(s), applications, and related services, including any successor domains, products, or interfaces (collectively, the “Site” and the “Services”).

For purposes of these General Terms, “Services” includes all products, websites, software, applications, and platform functionality made available by Emittendo, including without limitation project/investment-related services, optional wallet-enabled features (if any), and any related onboarding, communication, documentation, or workflow tools.

By accessing the Site or using any Services, you agree to be bound by these Terms (as defined below). If you do not agree, you must not access or use the Services.

1. THE SITE AND OUR SERVICES

1.1 Who We Are

Welcome to Emittendo. Emittendo provides a digital platform environment that may enable users to create accounts, access restricted project spaces, share and review information and documentation, communicate with other users, and use structured workflows in connection with project and investment-related opportunities.

1.2 Our Services

The Services may include, without limitation:

• account creation and user profiles;
• gated access to project rooms or group environments;
• communication and notification features;
• content and document upload, review, and sharing functionality;
• onboarding and verification workflows;
• project/investment-related platform functionality; and
• integrations with third-party service providers.

Certain features are subject to additional terms and may require additional onboarding, attestations, or verification.

1.3 Project / Investment Services

We may provide web-based platform functionality through which approved users (including, where applicable, project initiators, group leads, participants, and/or investors) can access project-related information and participate in structured opportunities, including opportunities that may be implemented through one or more special purpose vehicles, compartments, or other legally separate entities (each, a “Vehicle” or “SPV”), as further described in the applicable service-specific terms (the “Emittendo Investment Services”).

The Emittendo Investment Services are subject to separate terms (the “Emittendo Investment Services Terms”). If you do not request access to, and accept, the Emittendo Investment Services Terms, you will not be able to access those services.

1.4 Embedded Wallet / Wallet-Related Features

As part of the Services, you may be permitted to create, connect, or use a wallet (including an embedded wallet under your control or third-party wallet functionality) in connection with one or more features or transactions. Such functionality (if offered) is referred to as the “Wallet Services” and may be subject to additional terms, including third-party provider terms and Emittendo wallet-related terms (if any).

1.5 Your Account

To access the Services, you must have an Account (as defined below). You may create an Account before requesting access to certain restricted services (including Emittendo Investment Services). If you create an Account but do not complete any required onboarding steps or do not accept the applicable service-specific terms, your access will remain limited.

1.6 Changes

We reserve the right to change these General Terms at any time. If we do, we may bring this to your attention by requiring you to log in and accept updated terms, by posting updated terms on the Site, and/or by any other reasonable means.

We may suspend, discontinue, or modify any part of the Services, introduce new features, impose limits on certain features, or restrict access to parts or all of the Services, in each case without liability to you, subject to applicable law.

We reserve the right to remove any User Content (as defined below) from the Services at any time, for any reason, in our sole discretion, and without notice.

If you do not agree with the updated Terms, you must stop using the Services. If you continue using the Services after updated Terms become effective, you agree to the updated Terms.

Except as set forth above, no amendment or modification to these Terms is effective unless in writing and signed by both you and Emittendo.

2. ADDITIONAL TERMS AND POLICIES

2.1 Additional Terms and Policies

Your use of the Services is subject to additional terms, policies, notices, and guidelines that may be posted on the Site or otherwise made available through the Services from time to time, including the following (where applicable):

• Privacy Notice / Privacy Policy
• Cookie Notice
• Risk Disclosures / Risk Factors
• Emittendo Investment Services Terms
• Group Lead Terms and/or Group Lead Guidelines
• Offering Documents (for specific opportunities)
• Wallet Terms
• E-Signature Terms (if electronic records/signatures are used)
• Disclosures / Regulatory Notices
• Any other terms, rules, policies, supplements, or notices posted by Emittendo from time to time.

The General Terms, together with all applicable additional terms, policies, notices, and guidelines incorporated by reference, are collectively referred to as the “Terms”.

2.2 Personal Data

Please review our Privacy Notice / Privacy Policy, which applies to your use of the Services and describes how we collect, use, disclose, and otherwise process your information. We may amend our Privacy Notice from time to time in our sole discretion, with changes effective upon posting (or otherwise as communicated to you).

2.3 Risks

Please review all applicable risk disclosures made available by us, including general risk disclosures and any group-specific, project-specific, offering-specific, or Vehicle/SPV-specific risk disclosures before participating in any opportunity or using relevant Services.

2.4 Offering Documents

If you participate in a fundraise, private placement, subscription, or any opportunity made available through the Services, you may be subject to all terms and conditions in the applicable offering documents, including any memorandum, subscription agreement, investor questionnaire, supplemental risk factors, confidentiality provisions, and/or other transaction documents.

2.5 E-Signatures

In connection with the Services, we may provide certain records in electronic form and obtain your electronic signature. If so, your use of electronic signatures and records will be subject to our E-Signature Terms and any applicable third-party e-signature provider terms.

2.6 Third-Party Service Terms

While using the Services, you may access services provided by third parties, including anti-money laundering (AML), know-your-customer (KYC), identity verification, wallet, hosting, analytics, communications, payment, or e-signature services (“Third-Party Services”).

Your use of Third-Party Services is subject to these Terms and any additional terms applicable to such Third-Party Services. Do not use such Third-Party Services if you are unwilling to accept the applicable terms. You are solely responsible for any information you provide to Third-Party Services, and Emittendo is not responsible or liable for Third-Party Services, except to the extent required by applicable law.

Any data or information you allow Emittendo to access from a Third-Party Service constitutes User Content for purposes of these Terms.

2.7 Services Not Provided by Emittendo

Separate and independent of the Services, our affiliates or related parties may offer other products or features under separate terms. Access to one Emittendo service does not grant authority or permission to use any affiliate service. If you wish to use such services, you must request access separately and agree to the terms applicable to those services.

3. YOUR AGREEMENT TO BE BOUND

3.1 Agreement to Be Bound

By accessing the Site (including by viewing any content) or using any of the Services, you agree to be bound by the Terms.

If you enable any other person to access any Services through your Account, you agree to be bound by these Terms on your own behalf and represent and warrant that you have the requisite authority to provide agreement to these Terms for such person to the extent applicable.

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICES.

By using the Services, you represent that you have all necessary rights and consents to provide any information (including information relating to third parties) that you provide to us.

You acknowledge and agree that even if you provide certain representations, warranties, or information in order to access one Service, you may be required to provide the same or additional information in order to access or use other Services.

3.2 Limitations

Some jurisdictions may limit or not permit certain provisions of these Terms, including indemnification, exclusion of warranties, or limitation of liability. In such cases, those provisions apply only to the maximum extent permitted by applicable law. Nothing in these Terms prejudices any non-waivable legal rights you may have under applicable consumer protection laws (if and to the extent such laws apply).

3.3 Arbitration / Dispute Resolution Notice

IMPORTANT DISPUTE RESOLUTION NOTICE: THESE TERMS MAY REQUIRE CERTAIN DISPUTES TO BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION INSTEAD OF COURT PROCEEDINGS. PLEASE REVIEW SECTION 15 (CHOICE OF LAW; DISPUTE RESOLUTION) CAREFULLY.

4. YOUR ACCESS TO THE SERVICES

4.1 Eligibility to Use the Services

To access or use any Services, you must:

• be capable of forming a legally binding contract;
• be at least 18 years old (or the age of majority in your jurisdiction);
• comply with all laws applicable to you; and
• where acting for an entity, be authorized to bind that entity.

If you agree to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to do so and to bind that organization or entity.

You may use the Services only for your own lawful purposes and not in a manner that violates applicable law or these Terms.

4.2 Services Restrictions in Certain Jurisdictions

Emittendo makes no representation that the Site or Services are appropriate for or available in all locations or jurisdictions.

The information provided on or through the Site and Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or would trigger any registration, licensing, or authorization requirement for Emittendo (or its affiliates) in such jurisdiction that Emittendo has not undertaken.

Accordingly, persons who choose to access the Site and Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, to the extent applicable.

We may restrict, block, suspend, or prohibit access to the Services in certain jurisdictions, for certain user types, or where we determine (in our sole discretion) that legal, regulatory, sanctions, AML/KYC, fraud, or risk concerns warrant doing so.

If permits, registrations, or licenses are required for you to use the Services or participate in any opportunity, it is your responsibility to obtain them before use. We are not responsible for your use of the Services in a manner that violates law or regulation.

5. ACCOUNT CREATION

5.1 Creating an Account

Certain features of the Services require an account (an “Account”). To register an Account, you must complete the sign-up process and create a user profile. We may require you to provide personal information, KYC/AML information, and/or other onboarding information as part of registration or later access requests.

Creating an Account does not automatically entitle you to access all Services. Access to restricted services (including Emittendo Investment Services) may require additional information, attestations, verifications, or acceptance of additional terms.

If you use or previously used an account associated with an affiliate service and we permit account interoperability, you may be asked to authorize sharing of account information and personal data among relevant entities for service access, subject to applicable privacy notices and laws.

Regardless of your access level, you must provide accurate, complete, and current information and keep it up to date. If you do not, we may suspend or terminate your Account or prevent access to some or all Services.

To protect your Account, keep your login credentials confidential and notify us immediately of any unauthorized use. You are solely responsible for all activities that occur under your Account, whether or not you authorized them, except to the extent caused solely by our gross negligence or willful misconduct.

Unless expressly permitted by us in writing, you may create only one Account, and you agree that you will not:

1. create another Account if we have disabled, frozen, or deleted an Account you previously established, unless we have given prior written consent;
2. buy, sell, rent, license, lease, or transfer access to your Account or username;
3. share your password or other login credentials with any person; or
4. log in or attempt to access the Services through unauthorized third-party applications or clients.

5.2 Permissioning Other Users

We may provide functionality that enables you to grant another user certain permissions to act on your behalf (“Permissioned Users”).

By granting such permissions, you represent and warrant that:

• the Permissioned User is authorized to act on your behalf;
• you remain financially and legally responsible for actions taken by the Permissioned User within the granted permissions, including, where applicable, execution of binding agreements; and
• you will ensure that any Permissioned User complies with the Terms.

You are fully and directly liable to Emittendo for any act or omission of your Permissioned Users in connection with the Terms, Site, or Services.

5.3 Personal Data

You acknowledge and agree that we may process personal data relating to you (and to others whose personal data you provide to us) in connection with the Terms and as described in our Privacy Notice.

You represent and warrant that any disclosure by you to us of personal data relating to other individuals is or will be made in accordance with applicable data protection and privacy laws, and that such data is accurate, current, and relevant at the point of disclosure.

Before providing personal data of another individual to us, you will provide such person with a copy of (or direct them to) our Privacy Notice, where required by law.

You shall provide the information we request for the provision of Services and as otherwise outlined in these Terms and our Privacy Notice, including, for example, information for identity verification and financial crime prevention. You may be required to undergo enhanced due diligence where required by law or where we determine it is appropriate in our discretion.

By providing information to us, you confirm that it is true, accurate, complete, and not misleading, and that you have not withheld material information that may influence our assessment of your eligibility for registration or Services.

You understand and agree that we may make inquiries, directly or through third parties, that we consider necessary to verify identity, conduct screening, and/or detect financial crime, and we may take action based on the results of those inquiries, in accordance with applicable law.

5.4 Additional Information Required

Emittendo may require you to provide additional information and documents:

• at the request of a competent authority;
• to comply with applicable law or regulation (including AML, sanctions, anti-fraud, tax, or counter-terrorist financing requirements);
• where we believe your Account may be used for illegal or unauthorized activity;
• where we believe you have provided false, incomplete, or misleading information; or
• where activity through your Account appears inconsistent with these Terms or our compliance/risk policies.

In such cases, Emittendo may, in its sole discretion, freeze, restrict, disable, or terminate your Account (or access to certain Services) until requested information is reviewed and accepted by us.

If you fail to provide complete and accurate information or documents in response to a request, we may refuse to provide some or all Services to you.

We may report activity occurring through the Services to legal, tax, or regulatory authorities where required by applicable law.

Except as required by law, you are solely responsible for maintaining tax records and complying with tax reporting obligations related to your use of the Services.

5.5 Right to Terminate User Access or Refuse Registration

Emittendo reserves the right to terminate your access to the Site and Services without notice and, if you violate the Terms, to pursue any remedies available at law or in equity.

We may delete your Account for any reason or no reason (subject to applicable law), and if we delete your Account you may lose access to your User Content and other Content.

We also have the right to refuse registration of, suspend, or cancel your Account in our discretion.

In addition, Emittendo reserves the right at all times (without obligation) to remove or refuse to distribute any Content on the Site or through the Services, to terminate users, and/or reclaim usernames.

We also reserve the right to access, read, preserve, and disclose information (including Content) as we reasonably believe necessary to:

1. comply with law, regulation, legal process, or governmental request;
2. enforce the Terms (including investigation of potential violations);
3. detect, prevent, or address fraud, security, or technical issues;
4. respond to user support requests; or
5. protect the rights, property, or safety of Emittendo, its users, and the public.

6. RIGHTS, RESPONSIBILITIES, AND RESTRICTIONS WHEN USING OUR SERVICES

6.1 Content Ownership, Rights, and Responsibilities

6.1.1 Definitions

For purposes of these Terms:

• “Content” means all materials displayed, performed, or otherwise available on or through the Services, including text, graphics, data, articles, photos, images, illustrations, documents, software output, and similar materials.
• “User Content” means all Content that you or any user acting through your Account provides, uploads, submits, posts, transmits, links, or otherwise makes available through the Services, including profile information, communications, comments, postings, documents, and other information you provide to us or another user in connection with the Services.

6.1.2 Our Content Ownership and Your Rights to Our Content

As between you and Emittendo, we exclusively own all right, title, and interest in and to the Services and Content (including all associated intellectual property rights), other than User Content and content owned by Third-Party Services (which may include open-source software or services not owned or operated by us).

Subject to your acceptance of and compliance with the Terms, we grant you a limited, personal (or internal business use, as applicable), non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and Content solely through the Services for your reasonable internal business or personal purposes.

You acknowledge that the Services and Content (including service names, logos, marks, and branding) are protected by copyright, trademark, and other intellectual property laws. You agree to comply with all notices and restrictions applicable to any Content accessed through the Services.

Except as expressly permitted by these Terms or with the prior written consent of the applicable owner, you will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, display, license, sell, commercialize, scrape, or otherwise exploit any Content not owned by you.

You acknowledge that Emittendo is not obligated to verify content provided by users (although we reserve the right to conduct background checks or screening using publicly available sources or third-party services, to the extent permitted by law).

6.1.3 Your User Content and Your Grant of Rights to Us

You retain ownership of your User Content. Emittendo does not claim ownership rights in your User Content.

However, by making User Content available through the Services, you grant Emittendo a non-exclusive, worldwide, royalty-free, transferable (solely in connection with corporate reorganization, transfer of business, outsourcing, or subcontracting), sublicensable, and revocable license (revocable solely to the extent your User Content is removed from active use, subject to legal retention and technical backup limitations) to use, host, store, process, reproduce, modify (for formatting and technical compatibility), create derivative works solely as necessary to provide the Services, distribute, display, publish, and perform such User Content for the purpose of operating, providing, maintaining, improving, securing, and administering the Services and performing our obligations under the Terms.

If and to the extent any “moral rights” or similar rights apply and cannot be assigned, you agree not to assert such rights against Emittendo or its service providers to the extent necessary for the permitted use of your User Content under these Terms.

You also agree that, unless you opt out in writing and unless prohibited by law or contract, we may use your and/or your organization’s name and logo in customer lists and marketing materials for purposes of describing our Services.

6.1.4 Your Responsibility for User Content

You are responsible for all User Content you provide or make available through the Services and for your activities in connection with the Services.

You represent and warrant that:

• you have all rights, consents, permissions, and lawful bases necessary to provide your User Content and to grant the rights set forth in these Terms;
• your User Content and your provision of it do not infringe, misappropriate, or violate any third-party rights (including intellectual property rights, privacy rights, publicity rights, confidentiality obligations, or moral rights);
• your User Content does not violate applicable law; and
• your User Content is not false, fraudulent, misleading, or deceptive.

If any User Content infringes another person’s rights or violates law, you may be liable, and Emittendo is not responsible for your User Content used in accordance with these Terms.

6.1.5 Removal of User Content

We may provide you with functionality to remove or delete certain User Content. However, in some cases (including where legal, regulatory, compliance, audit, evidentiary, or recordkeeping requirements apply), some User Content may not be fully deleted, and copies may continue to exist in backups, archives, logs, or retained records.

We are not responsible for the removal or deletion of (or failure to remove or delete) any User Content, except to the extent required by law.

6.1.6 Our Right to Control Content; No Obligation to Display Content

We may, but are not required to, monitor, review, edit, remove, or otherwise control Content posted or made available through the Services.

Our failure to exercise such rights does not create any duty or liability. We may delete or modify any Content uploaded through the Services at any time without notice.

You acknowledge and agree that we have no obligation to accept, display, review, verify, monitor, or maintain any User Content. Notwithstanding the foregoing, we reserve the right to enforce these Terms and comply with legal obligations, including content restrictions and third-party rights.

6.1.7 Private Information and Confidentiality Obligations

By accessing the Site and using the Services (including any investment-related services), you may have an opportunity to view or receive non-public, confidential, restricted, or private information (“Private Information”), as further described in any applicable service-specific terms.

You agree to:

• maintain discretion in handling Private Information;
• not republish, disclose, distribute, or exploit Private Information except as expressly permitted by the Terms or applicable transaction documents;
• take appropriate precautions to protect Content obtained through the Services against misuse or disclosure.

Emittendo is not obligated to maintain the confidentiality of information you provide to us unless and to the extent such information is designated as confidential/private under the applicable Services and subject to our applicable obligations. With respect to Private Information, our obligations are limited to those expressly set forth in the Terms and applicable service-specific terms. We are not liable for disclosure of Private Information by users or third parties not under our control.

6.1.8 No Payment Obligations

You acknowledge and agree that Emittendo is not obligated to pay you (or cause any third party to pay you) any compensation in connection with your activities on the Services, the Site, or Content you provide, unless expressly agreed in a separate written agreement.

You further acknowledge and agree that Emittendo is not obligated to feature, publish, or otherwise display your Content on the Site.

7. PROHIBITED USES

In addition to all other covenants, representations, and warranties in these Terms, you represent, warrant, and agree that you will not use the Services or interact with the Services in any manner that:

1. infringes or violates the intellectual property rights or other rights of any person or entity (including ours);
2. violates any law or regulation, including sanctions, AML, anti-fraud, privacy, data protection, export control, securities, financial services, or consumer laws that apply to you;
3. uses false, deceptive, inaccurate, or misleading identifying information, or impersonates any person or entity;
4. is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, hateful, or otherwise objectionable;
5. copies, discloses, scrapes, harvests, or distributes Content except as expressly permitted by the Terms, including through automated or manual collection;
6. uses Content or other information obtained through the Services for purposes outside those for which the Services are made available, or in a manner that competes with Emittendo, without our prior written approval;
7. jeopardizes the security of any wallet, account, credentials, or security infrastructure (including your own or another user’s);
8. attempts to obtain or use private keys, passwords, credentials, accounts, or other security information of another user without authorization;
9. attempts to access another user’s wallet, private key, credentials, or account data through third-party sites or services;
10. violates the security of any network, system, or encryption mechanism;
11. decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code, underlying ideas, or non-public technical information related to the Services, except where expressly permitted by applicable law;
12. rents, leases, resells, sublicenses, or otherwise transfers access to the Services, or uses the Services for service bureau / timesharing purposes without our written consent;
13. solicits or contacts users to obtain contact information or for off-platform transactions, except as expressly permitted under the Terms or applicable service-specific terms;
14. violates any Group Lead Terms, Group Lead Guidelines, or other applicable supplemental policies; or
15. enables, facilitates, or assists any third party to do any of the foregoing.

Emittendo reserves the right, in its sole discretion, to determine whether any use of the Services violates the foregoing or is otherwise unacceptable, and to revoke or restrict your (or any third party’s) access to any aspect of the Services where we determine such use is inconsistent with these Terms, our policies, or the interests of Emittendo, its users, or applicable law.

8. ADDITIONAL AGREEMENTS AND REQUIREMENTS

In addition to the other covenants, representations, and warranties you provide by accepting these Terms, you further represent, warrant, and agree that:

1. you have read and understood the Terms, including the Privacy Notice and any specifically applicable service terms, before using the Site or Services, and you will review updates to them;
2. if you participate in any transaction through the Services, you have had the opportunity to read, review, and understand any offering documents and transaction documents applicable to that opportunity;
3. you will promptly update your registration information, KYC/AML information, and any other information provided to Emittendo so that it remains true, accurate, and complete;
4. you will not provide information that is untrue, inaccurate, misleading, fraudulent, or incomplete;
5. you accept full responsibility for consequences arising from your submission of untrue, inaccurate, incomplete, or misleading information;
6. if you submit information on behalf of a third party, you do so with all necessary consents and authorizations under applicable law;
7. you have sole legal responsibility for information submitted to the Services, including its accuracy, legality, and (for personal data) the manner and means by which you acquired it;
8. you will not misrepresent your identity, credentials, affiliations, investor status, financial status, ownership position, intentions, or eligibility;
9. you will not upload information that is confidential, proprietary, or owned by a third party unless you are authorized to do so and such upload complies with applicable law and obligations;
10. you will not provide or link fake identities or accounts that are not your own on other services;
11. if there is a dispute between users or between a user and a third party, Emittendo is under no obligation to become involved;
12. you will not attempt to gain access to secured or private portions of the Services without making the required request and providing required information/confirmations;
13. you will comply with all applicable laws, rules, and regulations in using the Services and in entering into any relationship or transaction resulting therefrom; and
14. your use of the Services is not prohibited based on your residence, jurisdiction of organization, citizenship, or location from which you access the Services.

9. THIRD-PARTY SERVICES AND OPEN-SOURCE SOFTWARE

9.1 Third-Party Services and Content; No Endorsement

The Services may contain links or connections to Third-Party Services not owned or controlled by Emittendo, and Third-Party Services may integrate with our Services.

When you access third-party websites or use Third-Party Services, you do so at your own risk. The availability of links, integrations, or interoperability does not constitute endorsement by Emittendo.

Any Third-Party Services, information, or content publicly posted, privately transmitted, or otherwise made available through the Services is the sole responsibility of the originating person or provider. You obtain goods, services, information, and content from Third-Party Services at your own risk, and Emittendo is not liable for any errors, omissions, damages, or losses arising in connection therewith.

We cannot control and have no duty to take action regarding how you interpret or use content from Third-Party Services, and you release us from liability arising from your acquisition or non-acquisition of such content through the Services.

9.2 Open-Source Software

The Services may use, incorporate, or link to certain open-source software or components. Your use of the Services is subject to any applicable open-source licenses governing such components (“Open-Source Licenses”), and you agree to comply with them.

Without limiting the foregoing, you may not use the Services in any manner that violates the rights or conditions set forth in these Terms or any applicable Open-Source Licenses.

10. NO ADVICE; NO RECOMMENDATION; NO FIDUCIARY RELATIONSHIP

Unless expressly set forth in a separate written agreement signed by Emittendo, nothing on the Site or in the Services constitutes or should be construed as:

• investment advice,
• legal advice,
• tax advice,
• accounting advice,
• financial advice,
• a recommendation or endorsement of any person, project, opportunity, asset, security, digital asset, Vehicle/SPV, or transaction,
• an offer or solicitation (except where expressly stated in applicable offering documents and only by authorized parties), or
• the creation of a fiduciary duty owed by Emittendo to you.

You are solely responsible for your own decisions and for obtaining independent professional advice as appropriate.

11. RELEASES, INDEMNIFICATION, AND LIMITATIONS OF LIABILITY

11.1 Release and Indemnification

11.1.1 General Release

To the fullest extent permitted by applicable law, you hereby irrevocably release Emittendo, its affiliates and subsidiaries, and their respective directors, officers, managers, partners, employees, members, owners, shareholders, agents, attorneys, contractors, representatives, licensors, and service providers (collectively, the “Emittendo Parties”) from claims arising out of or relating to:

• the Site, Services, or your use of Content;
• inaccuracies, misstatements, omissions, or misrepresentations in Content;
• your reliance on information, metrics, materials, or communications available through the Site or Services;
• obligations or liabilities arising through communications made by users;
• violations of the Terms;
• any use by a third party of Content obtained from the Site or Services;
• your inability to use or access the Site, Services, or Content, including as a result of suspension or termination, bugs, outages, delays, or disruptions;
• your use of wallet-related functionality (if any); and
• any other party’s access to and use of the Services through your Account.

11.1.2 Release Waivers

If you are a resident of a jurisdiction requiring a specific waiver for general releases (for example, California Civil Code §1542 or similar laws), you agree that this release applies to the fullest extent permitted by such law and you waive any similar protections to the maximum extent permitted.

Note for final local counsel review: keep/remove California-specific language depending on target market.

11.1.3 Indemnity

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless the Emittendo Parties from and against any and all claims, liabilities, damages (actual and consequential), losses, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or relating to any third-party claim concerning:

a. your use of the Services (including actions by any person using your Account);
b. your violation of these Terms or applicable law;
c. your violation of any third-party rights;
d. disputes between you and another user or third party;
e. any Content or User Content you (or any person using your Account) share through the Services;
f. your negligence, willful misconduct, or fraud (or that of your Permissioned Users); and/or
g. any other party’s access to and use of the Services through your Account.

If a claim arises, we may attempt to provide notice to you using available contact information (failure to provide notice will not limit your indemnification obligations, except to the extent prejudice is required by law).

You agree to pay reasonable attorneys’ fees, court costs, settlements, and defense costs in connection with such Losses. Your indemnification obligations are independent and may not be offset by claims you may have against any Emittendo Party.

This Section survives termination of your Account and the Services.

11.2 Limitation of Liability

11.2.1 Liability Limitations

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) SHALL EMITTENDO (OR ITS LICENSORS, SUPPLIERS, OR SERVICE PROVIDERS) BE LIABLE TO YOU OR ANY OTHER PERSON FOR:

A. ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF OPPORTUNITY, BUSINESS INTERRUPTION, OR COMPUTER FAILURE/MALFUNCTION; OR

B. ANY AGGREGATE AMOUNT EXCEEDING THE GREATER OF:

1. EUR 100, OR
2. THE AMOUNTS PAID BY YOU TO EMITTENDO AS FEES FOR THE SERVICES IN THE NINETY (90) DAYS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

C. ANY MATTER BEYOND OUR REASONABLE CONTROL.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH CASES, THE FOREGOING LIMITATIONS APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11.2.2 Additional No-Liability Matters

To the fullest extent permitted by law, Emittendo has no duty to investigate and shall not be liable for damages relating to:

• the ownership, validity, genuineness, collectability, insurability, effectiveness, marketability, or suitability of any asset, security, digital asset, or opportunity;
• transactions you conduct or attempt to conduct using the Services;
• losses, delays, failures, errors, interruptions, outages, or loss of data caused directly or indirectly by circumstances beyond our reasonable control, including acts of God, war, terrorism, riot, fire, flood, labor disputes, civil disturbances, utility failures, telecommunications failures, cyberattacks by third parties, epidemics/pandemics, or failure/non-performance of third-party service providers.

11.2.3 Warranty Disclaimer

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, ACCURACY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

EMITTENDO DOES NOT WARRANT THE ACCURACY, LEGALITY, OR RELIABILITY OF CONTENT PROVIDED BY USERS OR THIRD PARTIES, OR THAT ANY OPPORTUNITY, TRANSACTION, OR OUTCOME WILL BE AVAILABLE, SUCCESSFUL, OR SUITABLE FOR YOU.

NOTHING IN THIS SECTION LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12. TERM AND TERMINATION

Unless terminated by Emittendo, the Terms remain in full force and effect while you use any Services.

You may stop using the Services at any time. Please refer to our Privacy Notice for information on how we treat information after you stop using the Services.

We may terminate or suspend your access to the Services at any time, for any reason in our discretion, including your breach of these Terms, legal/compliance concerns, fraud risk, or security concerns.

We have sole discretion to determine whether you are in violation of restrictions set forth in these Terms.

If we suspend your use of wallet-related features, you may be able to access your wallet directly through non-Emittendo services, depending on the wallet model and whether you independently retained your credentials, subject to the applicable wallet provider’s terms.

Provisions that by their nature should survive termination survive termination, including payment obligations, indemnification, limitations of liability, intellectual property provisions, confidentiality obligations, and dispute resolution provisions.

13. ASSIGNMENT

You may not assign, delegate, or transfer these Terms or your rights or obligations under them, by operation of law or otherwise, without our prior written consent.

We may transfer, assign, or delegate these Terms and our rights and obligations under them without your consent, including in connection with a merger, acquisition, corporate reorganization, sale of assets, outsourcing, or by operation of law.

14. REPORTING SECURITY ISSUES

If you would like to report a vulnerability or security concern regarding our Services, please contact us at:

support@emittendo.com

15. DISPUTE RESOLUTION; ARBITRATION; GOVERNING LAW; VENUE

15. CHOICE OF LAW; ARBITRATION; DISPUTE RESOLUTION

15.1 Scope; Business Users Only

These Terms are offered and intended solely for business users and qualified/professional participants. You represent and warrant that you are acting as an entrepreneur (Unternehmer) within the meaning of Section 14 of the German Civil Code (BGB) and not as a consumer within the meaning of Section 13 BGB. If you do not meet this requirement, you must not use the Services.

This Section 15 applies to any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or the Services (including their formation, validity, interpretation, performance, breach, termination, enforceability, and any non-contractual obligations) (each a “Dispute”).

15.2 Governing Law

These Terms and any Dispute shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict of laws rules and excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

15.3 Informal Resolution

Before commencing arbitration (or court proceedings where arbitration does not apply), you agree to first attempt to resolve the Dispute informally by sending a written notice to support@emittendo.com describing the Dispute and the relief requested. The parties will use commercially reasonable efforts to resolve the Dispute within a reasonable period.

This informal resolution step does not prevent either party from seeking urgent injunctive or equitable relief under Section 15.7.

15.4 Agreement to Arbitrate

Except as expressly provided in Section 15.7 (injunctive/equitable relief) and Section 15.10 (fallback court jurisdiction where arbitration is not legally available), any Dispute shall be resolved by binding, confidential, individual arbitration and not in court.

15.5 Arbitration Institution; Rules; Seat; Language; Arbitrator

Arbitration shall be administered by the Deutsche Institution für Schiedsgerichtsbarkeit e.V. (“DIS”) in accordance with the DIS Arbitration Rules in effect at the time the arbitration is commenced, except as modified by these Terms.

• Seat (legal place) of arbitration: Düsseldorf, Germany

• Language: English

• Number of arbitrators: one (1) arbitrator, unless the parties agree otherwise in writing

The arbitrator shall have authority to award any relief that a competent court could award under applicable law, subject to the limitations in Section 15.6 and applicable law.

15.6 Individual Proceedings Only; No Class or Representative Actions

To the fullest extent permitted by applicable law, Disputes must be brought and resolved only on an individual basis. The arbitrator may not consolidate claims of more than one party and may not preside over any form of class, collective, representative, or private-attorney-general proceeding.

If a court of competent jurisdiction determines that this waiver is unenforceable as to a particular claim or remedy, then that claim or remedy (and only that claim or remedy) shall be resolved in court, and not by arbitration, to the extent required by law.

15.7 Injunctive or Equitable Relief; IP; Confidentiality; Security

Notwithstanding Sections 15.4–15.6, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction:

• to prevent actual or threatened misuse of confidential information or Private Information;

• to protect intellectual property rights;

• to prevent unauthorized access, fraud, security breaches, or misuse of accounts; or

• where urgent relief is necessary and arbitration would not provide timely relief.

Seeking such relief does not waive the obligation to arbitrate all other aspects of the Dispute.

15.8 Arbitration Costs and Fees

Each party shall bear its own attorneys’ fees and expenses, unless the arbitrator determines otherwise as permitted by applicable law and the DIS Rules. The arbitrator may allocate the arbitration costs (including arbitrator and DIS fees) between the parties in accordance with the DIS Rules and applicable law.

15.9 Opt-Out (Optional)

You may opt out of the arbitration agreement in this Section 15 by sending written notice to support@emittendo.com within thirty (30) days of the date you first create an account (or first accept these Terms, if earlier). Your opt-out notice must include:

• your account email,

• your full legal name,

• your company name,

• your address, and

• a clear statement that you wish to opt out of arbitration.

Opting out of arbitration will not affect any other provisions of these Terms. If you validly opt out, Section 15.10 applies.

15.10 Court Jurisdiction and Venue (Fallback / Opt-Out)

Where arbitration is not legally available, or where you have validly opted out under Section 15.9, the courts of Düsseldorf, Germany shall have exclusive jurisdiction and venue over any Dispute, to the extent legally permissible.

15.11 Limitation Period

To the fullest extent permitted by applicable law, any Dispute must be commenced within one (1) year after the claim arises; otherwise the claim is permanently barred. This limitation does not apply to the extent prohibited by mandatory law.

15.12 Severability

If any provision of this Section 15 is found unenforceable, that provision shall be severed to the minimum extent necessary and the remainder of this Section 15 shall remain in full force and effect. If severance results in arbitration being unavailable for a particular claim or remedy, the parties agree that such claim or remedy shall be resolved by the courts specified in Section 15.10.

16. DISPUTES BETWEEN USERS

If there is a dispute between users of the Services, or between a user and any third party, you agree that Emittendo is under no obligation to become involved in such dispute.

17. MISCELLANEOUS

You are responsible for paying, withholding, filing, and reporting all taxes, duties, levies, and governmental assessments associated with your activities in connection with the Services, except taxes imposed on Emittendo’s net income.

No failure or delay by either party to exercise any right under these Terms constitutes a waiver of that right.

If any provision of these Terms is held unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

These Terms constitute the complete and exclusive agreement between you and Emittendo regarding the subject matter hereof and supersede all prior or contemporaneous oral and written agreements, communications, and understandings relating to such subject matter.

Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between you and Emittendo, and you have no authority to bind Emittendo in any respect unless expressly authorized in a separate written agreement.

18. CONTACT INFORMATION

Emittendo GmbH
Kaiserswerther Markt 6
40489 Düsseldorf
Germany
Email: support@emittendo.com