These Emittendo Investment Services Terms (the “Investment Services Terms”) supplement and incorporate by reference the Emittendo General Terms of Service (the “General Terms”). Together with the General Terms and all other applicable Terms (as defined in the General Terms), these Investment Services Terms govern your access to and use of the Emittendo Investment Services.

Capitalized terms used but not defined in these Investment Services Terms have the meanings given to them in the General Terms.

In the event of any conflict or inconsistency between these Investment Services Terms and the General Terms, these Investment Services Terms control with respect to your use of the Emittendo Investment Services.

1. GENERAL

1.1 Introduction

These Investment Services Terms apply to the investment- and project-related functionality made available by Emittendo through the Site and Services (the “Emittendo Investment Services”), including features through which users may create or access groups, review information regarding opportunities, communicate in connection with potential investments, and participate (where permitted) in opportunities, including through one or more Vehicles / SPVs (as defined below).

1.2 General Securities / Financial Services Law Notice

Laws and regulations applicable to private fundraising, private placements, investment-related communications, digital assets, and cross-border offerings are complex, overlapping, and may be ambiguous or evolve over time. This is particularly the case where opportunities involve digital assets, tokenized assets, cross-border investors, or structures implemented through special purpose vehicles.

In many jurisdictions, the offering, distribution, marketing, recommendation, intermediation, or sale of securities or comparable financial instruments is regulated and may require registration, licensing, authorization, disclosures, restrictions on solicitation, investor qualification measures, and/or reliance on exemptions.

While Emittendo may apply screening, eligibility criteria, access controls, and/or compliance processes for its own purposes, you are solely responsible for assessing and complying with all legal and regulatory requirements applicable to your own activities on the Site and through the Emittendo Investment Services, including requirements relating to:

• securities and financial services laws,
• private placement rules and exemptions,
• solicitation / marketing restrictions,
• investor qualification requirements,
• transfer restrictions,
• sanctions / AML / KYC obligations,
• tax obligations, and
• any other applicable laws in relevant jurisdictions.

2. EMITTENDO INVESTMENT SERVICES

2.1 Overview

These Investment Services Terms set forth the terms on which:

1. Group Leads (as defined below) may interact with Participants / Investors through the Emittendo Investment Services, including through the creation of groups and presentation of potential opportunities; and
2. Participants / Investors may interact with Group Leads, request access to groups, review potential opportunities, and (where permitted) participate in opportunities, including through one or more Vehicles / SPVs.

2.2 No Assumed Legal Role by Platform

Unless expressly set forth in a separate written agreement or in the specific transaction documents for a given opportunity, Emittendo’s provision of the Emittendo Investment Services does not by itself mean that Emittendo is acting as:

• issuer,
• placement agent,
• broker,
• investment adviser,
• portfolio manager,
• fund manager,
• custodian,
• trustee,
• nominee,
• escrow agent, or
• contractual counterparty
  with respect to any particular opportunity.

Emittendo’s legal role (if any) in connection with a specific opportunity shall be determined solely by the applicable transaction documents and/or separate written agreements.

3. DEFINITIONS

For purposes of these Investment Services Terms:

3.1 “Group Lead”

A “Group Lead” means a user approved by Emittendo to create, curate, and/or manage one or more groups of participants and to share potential investment opportunities with such group(s) through the Emittendo Investment Services, including (where applicable) opportunities structured through one or more Vehicles / SPVs.

3.2 “Participant” / “Investor”

A “Participant” or “Investor” means a user approved (or conditionally approved) by Emittendo to access certain group(s), review opportunities, and/or participate in opportunities through the Emittendo Investment Services, subject to applicable eligibility requirements and transaction-specific conditions.

3.3 “Vehicle” / “SPV”

A “Vehicle” or “SPV” means any special purpose vehicle, compartment, feeder, nominee structure, pooling entity, legal wrapper, or other legally separate entity through which participation in an opportunity may be structured.

3.4 “Qualified Investor”

A “Qualified Investor” means, for purposes of the Emittendo Investment Services, a Participant/Investor who has completed Emittendo’s qualification process (if any) to Emittendo’s satisfaction (in Emittendo’s sole discretion) and who otherwise satisfies all requirements under applicable law to access or participate in the relevant opportunity. Qualification standards may differ by jurisdiction and by opportunity.

3.5 “Private Information”

“Private Information” means any non-public information acquired by, through, or in connection with your use of the Emittendo Investment Services or the Site that is provided by another person and identified as “Private,” “Locked,” “Confidential,” “Restricted,” or in another manner reasonably designed to indicate its confidential or non-public nature.

4. GROUP LEADS

4.1 General; Approval Requirement

To act as a Group Lead, you must first be approved by Emittendo. Emittendo may require Group Leads to satisfy criteria relating to sophistication, experience, track record, professional background, reputation, jurisdiction, compliance profile, or other factors in Emittendo’s sole discretion.

Emittendo may refuse, revoke, suspend, or limit Group Lead status at any time for any reason, including legal, regulatory, compliance, operational, risk, or policy reasons.

4.2 Group Creation and Filtering

As a Group Lead, you may be permitted to create one or more groups and establish criteria to filter which Participants/Investors may request access to, or be shown, your groups and associated opportunities.

Emittendo may also enable Group Leads to identify preferred investor profiles. However, Emittendo does not guarantee:

• that all Participants/Investors matching your criteria will be shown or made available to you;
• that all Participants/Investors shown to you actually satisfy your criteria; or
• that any Participant/Investor will join, remain in, or participate through your group.

4.3 Incentive Payments / Group Lead Economics (If Enabled)

In connection with one or more opportunities made available through your group(s), you may be permitted to set or receive certain fees, incentive allocations, performance-based economics, or similar amounts (collectively, “Incentive Payments”), subject to applicable law, Emittendo policies, and transaction documentation.

You acknowledge and agree that:

1. any Incentive Payments (including any carry-like or success-based economics) may be structured, calculated, collected, and/or distributed only through Emittendo, an affiliate, a Vehicle/SPV, or another designated party as specified in the applicable documents;
2. any entitlement to Incentive Payments may be conditioned on your execution of additional agreements, compliance approvals, and continued eligibility;
3. Participants/Investors in your groups are not obligated to pay you directly unless expressly provided in applicable transaction documents or separate written agreements.

4.4 Private Information

If you are a Group Lead, you may upload information (including business plans, financial information, diligence materials, and other materials), including information you consider confidential, and you may designate which Participants/Investors may view such information (subject to the platform functionality available).

Emittendo will use commercially reasonable efforts (or best efforts, where expressly stated for a specific feature) to display Private Information only to users who have been granted access under the criteria applied by you and/or Emittendo. However, you acknowledge and agree that Emittendo cannot guarantee that:

• users who view Private Information will not disclose, misuse, or redistribute it;
• users are truthful in self-describing their identity, category, or eligibility;
• software bugs, third-party failures, security incidents, or unauthorized access will never occur; or
• no unsolicited contact or circumvention attempts will occur.

4.5 No Unauthorized Financial Advice / Regulated Activity

Unless explicitly authorized in writing by Emittendo and, where applicable, the relevant Vehicle/SPV or regulated entity, you shall not represent or imply that:

• you are authorized by Emittendo to provide financial, investment, portfolio management, or regulated advice through the Emittendo Investment Services; or
• you are acting in any regulated capacity on behalf of Emittendo or any Vehicle/SPV.

Nothing in these Investment Services Terms grants Group Leads authority to perform regulated activities.

5. PARTICIPANTS / INVESTORS

5.1 General

To create an account for purposes of joining groups, reviewing opportunities, or participating in opportunities through the Emittendo Investment Services, you may be required to satisfy qualification, sophistication, and/or eligibility criteria established by Emittendo for the relevant opportunity or service level.

Participants/Investors must understand that opportunities available through the Emittendo Investment Services may involve early-stage ventures, illiquid assets, private securities, digital assets, and/or other high-risk instruments, and may result in partial or total loss and extended or indefinite illiquidity.

5.2 Investor Qualification

Emittendo may require each new user seeking to register as a Participant/Investor in the Emittendo Investment Services to qualify as a Qualified Investor.

Emittendo’s qualification process may be designed to collect self-certifications, attestations, documentary evidence, and/or other information to assess whether a user possesses sufficient sophistication and/or legal eligibility to access or participate in a given opportunity.

You acknowledge and agree that:

• Emittendo may rely on user-provided representations, attestations, and supporting information;
• Emittendo does not verify all representations made by every Participant/Investor;
• Emittendo may require additional documentary or evidentiary support (at your cost) if Emittendo is not satisfied with the information provided; and
• qualification may be granted, denied, limited, or withdrawn in Emittendo’s sole discretion.

5.3 Qualification Under Local Law Remains Your Responsibility

Even if Emittendo grants you access to the Emittendo Investment Services or identifies you as a Qualified Investor for platform purposes, you remain solely responsible for determining whether you are legally permitted to access or participate in any specific opportunity under the laws applicable to you.

5.4 Wallet Services

If Wallet Services are made available in connection with the Emittendo Investment Services, Participants/Investors may be able to make commitments, contributions, or payments using an embedded wallet or third-party wallet integration.

Unless expressly stated otherwise in a separate written agreement, Emittendo is not a custodian of your wallet and does not control your private keys or credentials. If you lose access to your wallet, keys, or credentials, you may permanently lose access to associated assets, and Emittendo may be unable to recover them.

Your use of any wallet functionality is subject to the applicable Wallet Terms and any third-party wallet provider terms.

5.5 General User Requirements (KYC/AML / Compliance)

In addition to any investor qualification process, all users of the Emittendo Investment Services may be required to satisfy KYC/AML and related compliance requirements under Emittendo’s policies and/or applicable law.

This may include submission of:

• personal identifying information,
• corporate and beneficial ownership information,
• source-of-funds / source-of-wealth information,
• documentation and evidentiary support,
• attestations and declarations,
• sanctions/PEP screening information,
  to Emittendo and/or to a Third-Party Service provider engaged by Emittendo.

If you do not agree to complete required compliance processes, you may be permitted to view certain portions of the Site (if any), but you may be unable to use some or all Emittendo Investment Services. You remain bound by these Investment Services Terms to the extent applicable.

Group Leads should be aware that information they provide that is not designated and treated as Private Information may be visible to other users.

Emittendo reserves the right to modify, limit, suspend, or discontinue your access to the Emittendo Investment Services at any time for any reason, including compliance reasons.

6. VEHICLES / SPVs AND STRUCTURED PARTICIPATION

6.1 Use of Vehicles / SPVs

Certain opportunities made available through the Emittendo Investment Services may be structured through one or more Vehicles / SPVs.

6.2 Participation Through Vehicles / SPVs

Where a Vehicle / SPV structure is used, a Participant/Investor’s interest or exposure may be obtained through the applicable Vehicle / SPV rather than directly with the underlying issuer, project, or operating company.

6.3 Role of Emittendo in Vehicle / SPV Structures

Emittendo may provide platform functionality to facilitate the presentation, coordination, communication, documentation, and administration workflow of Vehicle / SPV-based opportunities.

Emittendo’s specific role (if any) with respect to a Vehicle / SPV—including as organizer, manager, advisor, administrator, arranger, or service provider—shall be determined solely by the applicable transaction documents and/or separate written agreements.

6.4 Transaction Documents Control

If an opportunity is structured through a Vehicle / SPV, the relevant transaction and offering documents (including organizational documents, subscription documents, side letters, disclosures, and risk factors) govern the terms of participation and shall prevail over any conflicting description on the Site.

7. ADDITIONAL COVENANTS RELATED TO USING THE EMITTENDO INVESTMENT SERVICES

In order to use the Emittendo Investment Services, you agree to the following additional covenants, which supplement the General Terms and all other applicable Terms:

7.1 Self-Assessment

You will join a group and/or participate in any opportunity only after thoroughly reviewing and assessing the relevant terms, including any applicable private placement memorandum, information memorandum, subscription agreement, organizational documents, risk disclosures, and information made available through the Site.

7.2 Own Judgment

You will exercise your own independent judgment and discretion before making any decision to invest, commit, subscribe, or otherwise participate in an opportunity.

7.3 Sole Responsibility for Legal Compliance

It is your sole responsibility to comply with applicable law regarding any transaction, including determining:

• whether you are qualified or permitted to participate under applicable local law;
• whether another participant is legally eligible (where relevant to your role, including as Group Lead);
• whether any communication, invitation, or activity may constitute solicitation or marketing under applicable law; and
• whether participation in any opportunity complies with applicable restrictions.

7.4 Financial, Legal, and Tax Advice

Unless explicitly set forth in a separate written agreement signed by Emittendo, you are solely responsible for obtaining the financial, legal, tax, accounting, and other advice necessary to assess any opportunity and protect your interests.

7.5 Acceptance and Understanding of Risks

You acknowledge that you have reviewed and understand the risks disclosed by Emittendo (where provided) and that opportunities made available through the Emittendo Investment Services may be highly speculative, risky, illiquid, and subject to complete loss.

7.6 No Recommendation from Emittendo or Affiliates

Unless explicitly set forth in a separate written agreement, you are not relying on Emittendo or any affiliate to recommend any investment, opportunity, asset, Vehicle/SPV, or transaction, or to provide investment advice.

7.7 No Use that Creates Unintended Regulatory Obligations

You will not use the Emittendo Investment Services in a manner that could reasonably be expected to cause Emittendo or its affiliates to be required to register, obtain a license, or otherwise be treated as engaging in regulated activity (including as broker, dealer, investment adviser, underwriter, or similar status) to the extent not already authorized.

7.8 No Contact; No Interference; No Circumvention; Confidential Use

By accessing the Site and using the Emittendo Investment Services, you may have access to Private Information. You agree to maintain discretion in handling such information and not to republish it via any website, app, platform, or other means.

Without limiting the foregoing, unless expressly permitted in writing by Emittendo and (where applicable) the relevant Group Lead and/or Vehicle/SPV, you agree that you shall not, directly or indirectly:

• contact, communicate with, request information from, or seek meetings with underlying projects/issuers in relation to a specific opportunity;
• negotiate directly with an underlying project/issuer in relation to a specific opportunity presented through the Emittendo Investment Services;
• interfere with relationships among Group Leads, Vehicles/SPVs, projects/issuers, and Participants/Investors;
• take action intended to circumvent the structure of an opportunity or the role of a Group Lead or Vehicle/SPV.

You further acknowledge and agree that all non-public information provided to you relating to an opportunity (including identity, financial information, technology, business plans, token economics, transaction documents, and other non-public information) is strictly confidential and must be used solely for evaluating and monitoring your potential or actual participation in that opportunity.

This Section survives:

• execution of any transaction documents,
• completion of an investment,
• redemption, transfer, or withdrawal (where applicable),
• and dissolution or termination of a Vehicle/SPV.

8. LIMITATIONS ON EMITTENDO’S OBLIGATIONS WHEN USING THE INVESTMENT SERVICES

The following additional limitations apply to Emittendo’s obligations to you in connection with the Emittendo Investment Services:

8.1 Introductions

Emittendo is not obligated to make introductions or connections to any particular Group Lead, Participant/Investor, issuer, project, or opportunity, even if you indicate criteria that may appear to match.

8.2 Due Diligence

While Emittendo may maintain internal policies and procedures to conduct diligence or screening for its own purposes, Emittendo is not responsible for conducting diligence on your behalf on Group Leads, Participants/Investors, issuers, projects, opportunities, Vehicles/SPVs, or other users, and is not responsible for verifying representations, materials, or information provided by them.

8.3 Investor Qualifications

Emittendo is not responsible for verifying on your behalf that any Participant/Investor is qualified, authorized, or otherwise appropriate to invest under applicable local law, except to the extent Emittendo expressly assumes such responsibility in a separate written agreement.

Emittendo is also not responsible for determining on your behalf whether any use of the Site or Emittendo Investment Services constitutes solicitation, general solicitation, marketing, distribution, or other regulated activity under any jurisdiction’s laws.

8.4 No Recommendation / No Endorsement

Unless explicitly set forth in a separate written agreement, Emittendo does not:

• recommend or endorse any issuer, project, startup, asset, or opportunity;
• verify or guarantee the accuracy, completeness, or reliability of information provided by users, issuers, projects, or third parties;
• act as investment adviser to any particular user; or
• provide investment advice through the Site.

8.5 Emittendo Participation in Opportunities

Emittendo and/or its affiliates may from time to time participate in opportunities, directly or indirectly (including through a Vehicle/SPV or other structure), subject to applicable law and disclosures where required.

Notwithstanding the foregoing, Emittendo is not obligated to make any opportunity available to any user, even if Emittendo permits some users to access or participate in that opportunity.

9. FEES AND PAYMENTS

9.1 Fees and Payments

You may subscribe to or pay for certain services or features as part of the Emittendo Investment Services. Your subscription level, pricing, billing method, and other terms will be as specified on the Site and/or in a separate written service supplement or agreement.

You may be permitted to upgrade your subscription or service tier during a subscription term by providing notice (where required) and agreeing to pay the applicable incremental fees communicated by Emittendo.

You agree to pay Emittendo, its affiliates, and/or designated third parties, as applicable, the fees specified on the Site or otherwise set forth in applicable agreements (the “Fees”).

Emittendo reserves the right to change Fees and billing methods at any time in accordance with the General Terms, including to begin charging for services previously offered without charge, effective upon posting, notification through the Services, email notice, or other reasonable notice, subject to applicable law and any existing contractual commitments.

You agree to pay Fees periodically or otherwise in accordance with the terms of the applicable service, subscription, or written agreement.

9.2 Taxes

Unless otherwise expressly stated, Fees are exclusive of taxes, duties, levies, and similar governmental charges. You are responsible for such amounts, except taxes imposed on Emittendo’s net income.

9.3 Non-Payment

Emittendo may suspend, limit, or terminate access to some or all Emittendo Investment Services for non-payment or failed payment attempts, without prejudice to any other remedies available to Emittendo.

10. TERM AND TERMINATION

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

You are free to terminate your use of the Emittendo Investment Services at any time, subject to any obligations under applicable transaction documents, confidentiality obligations, and accrued payment obligations.

Please refer to the Privacy Notice for information on how we treat information after you stop using the Services. You understand and agree that you remain responsible for any accrued Fees through your date of termination.

Emittendo may terminate or suspend your access to the Emittendo Investment Services at any time, for any reason in its discretion, including breach of these Terms, legal/compliance concerns, fraud risk, or operational reasons.

Emittendo has sole discretion to determine whether you are in violation of any restriction set forth in these Investment Services Terms or the General Terms.

If Emittendo suspends your use of the Emittendo Investment Services, you may continue to access your wallet directly or through non-Emittendo services (if applicable and technically possible), subject to the applicable wallet model and third-party terms.

Provisions that by their nature should survive termination survive termination, including:

• payment obligations,
• confidentiality obligations,
• risk acknowledgments,
• limitations of liability,
• indemnities,
• dispute resolution provisions,
• and any restrictions on misuse, circumvention, or disclosure of Private Information.

11. ADDITIONAL IMPORTANT DISCLAIMERS

11.1 No Offer / No Solicitation (Unless Expressly Documented)

Except where expressly set forth in applicable transaction documents by the legally responsible party, information made available through the Emittendo Investment Services is for informational and workflow purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation for any security, financial instrument, digital asset, or investment product.

11.2 Cross-Border Restrictions

Opportunities made available through the Emittendo Investment Services may be subject to jurisdiction-specific restrictions. Emittendo may geo-restrict, gate, or otherwise limit access based on jurisdiction, user type, or compliance profile, but does not guarantee that such controls are sufficient for your legal compliance. You remain solely responsible for compliance with local law.

11.3 Transaction Documents Prevail

In the event of any inconsistency between information shown on the Site and the applicable offering or transaction documents for a specific opportunity, the offering or transaction documents prevail.

12. CONTACT FOR INVESTMENT SERVICES

For questions regarding these Investment Services Terms or the Emittendo Investment Services, contact:

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