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Terms of service

Terms & Conditions

TokenizEU is an advisory and technology platform for companies and individuals to tokenize their assets in the European Union.

TokenizEU is operated by TokenizEU OÜ, registry code 12621807 (hereinafter TokenizEU).

TokenizEU does not provide any kind of investment or payment services and therefore is not an e-money institution, payment institution, financial institution, credit institution, investment fund or other institution that would need the authorisation of Estonian Financial Supervision.

TokenizEU only provides a technology solution and legal compliance, and brings together investors and projects looking for investments. Services that TokenizEU is providing do not require the authorization by the Estonian Financial Supervision Authority.

Your use of TokenizEU Site (hereinafter Site) or Services is the indication that you accept these terms of service (hereinafter Terms) and that you agree to abide by them. If you do not agree to the Terms, please refrain from using this Site. It is prohibited to use the Site and the Services without accepting the Terms. TokenizEU may amend the Terms at any time by posting the amended Terms to the Site. For example, TokenizEU may make amendments if it should become obligated to comply with Money Laundering and Terrorist Financing Prevention Act. When you accept the Terms, a legally binding agreement (hereinafter Agreement) is concluded between you and TokenizEU.

  1. DEFINITIONS

 

  • TokenizEU – TokenizEU OÜ (registry code 12621807)

 

  • Registered User – TokenizEU user who has registered itself on TokenizEU Site and has been confirmed by TokenizEU;

 

  • Account – user account on TokenizEU Site;

 

  • Services – Services provided by TokenizEU;

 

  • Site – TokenizEU website;

 

  • Investor – a natural or legal person, using TokenizEU to invest in projects looking for investments;

 

  • Offering – an Offering to find contributions to projects on TokenizEU Site;

 

  • Service Fee – Fee that TokenizEU takes a platform operator;
  • Special Purpose Account – Bank account that TokenizEU uses to collect investments from the investors made in fiat currency.

 

  1. GENERAL

 

  • TokenizEU Services are only available for use to Registered Users. To become a Registered User you need to register and create the Account. You will become a Registered User upon the approval of TokenizEU.

 

  • TokenizEU may change the scope of the Services or stop providing Services as the total at any time.

 

  • TokenizEU has the right to refrain from providing Services to current or possible future Registered User.

 

  • A certain part of the Site is available for use to all users, nonetheless, only the registered users of TokenizEU are allowed to use the Services. Either way, all users are subject to the Terms.

 

  • To become a registered user:
  • you have to be at least 18-years old;
  • you shall not be barred from receiving the Services under the laws of Estonia or any other countries including the country in which you are resident or from which you use the Services;
  • you must provide TokenizEU accurate and complete information.

 

  • If you do not fulfill the conditions, you should immediately terminate the registration and/or stop using the Service. If you should breach these Terms, TokenizEU may terminate this Agreement and suspend you from the Site. If you have not logged in to the Site for 36 consecutive months, without using your login or other means approved by the Issuer; or If you conduct any act of fraud on Site, infringe upon the legitimate rights and interests of the others, or make other serious violations of any of the rules the Issuer shall have the full right to terminate your Account.

 

  • A registered user shall keep the account’s information up to date and accurate. TokenizEU has the right to ask you to confirm if the information provided by you is up to date and accurate.

 

  • It is prohibited to:
  • present false information to TokenizEU;
  • to impersonate anyone else on the Site;
  • use the Site for illegal purposes.
  • use the data collected from the Site outside of the Site;
  • distribute software viruses on the Site;
  • reproduce, duplicate, copy, sell, trade or resell the Services for any purpose;

 

  • If you suspect or detect unauthorized use of your account you shall immediately inform TokenizEU about it.

 

  • TokenizEU may ask and you will be obligated to provide required documentation that proves your right of representation.

 

  • The Agreement only regulates the relationships between:
  • the Registered User and TokenizEU;
  • the legal person and TokenizEU;
  • the Investor and TokenizEU.

 

  1. CREATING A USER ACCOUNT

 

  • To be able to use the Services you need to obtain the Account and to become a Registered User you have to choose a username and a password. The username you must indicate your real name. The password must provide adequate protection to the user account. In case of inconsistency, TokenizEU has the right to demand the change of your username or change the username itself.

 

  • To create the Account you have to submit:
  • your first name and last name or/and Issuer name;
  • address;
  • information about a legal person (if you represent one);
  • personal identification code or/and registry code;
  • number of your ID;
  • e-mail address.

 

  • You may also create the Account using selected social media account (e.g. Facebook or LinkedIn). This does not imply that you do not have to do the mandatory KYC procedures.

 

  • To identify you, TokenizEU may require a copy of your passport, ID, third-party sources for a background check, proof of address, your digital signature or use any other information technology means pursuant to laws of Estonia.

 

  • TokenizEU may require your bank account number, through which financial means are involved.

 

  • TokenizEU may ask and you will be obligated to provide additional information after the registration process.

 

  • You will become a registered user when TokenizEU has verified and approved your Account.

 

  • The owner of the registered account is responsible for all activities made by the user’s account.

 

  • To delete the Account, you have to contact TokenizEU.

 

  • TokenizEU has the right to suspend user accounts temporarily or permanently for any reason. TokenizEU is not obligated to justify or provide a reason for the suspension. Upon suspension, you shall cease all use of the Site and the Services.

 

  • If TokenizEU should become aware that information provided by you is inaccurate or has the suspicion about the inaccuracy of the information, it has a right to ask for accurate information. If you do not correct the information, TokenizEU has a right to suspend your account.

 

  • Creating or owning a registered user account is not chargeable. Offering Owners may be charged a Service Fee as a portion of the raised contribution.

 

  • You warrant that you will not disclose your TokenizEU username and password, as well as your identity information, to any other person, nor will you use any other person’s username and password to use their Account.

 

  • Once you have become a Registered User you become responsible for your account and content that you create. TokenizEU may remove any content from the Site that is in conflict with the Terms. You warrant that you will:

 

  • not post information you know is false, misleading, or inaccurate;
  • not do anything deceptive or fraudulent;
  • respect rights of the others and will not threat, abuse, harass, defame, or engage in behavior that is libelous, tortious, obscene, profane, or invasive of another person’s privacy;
  • avoid spam and unsolicited communications and will not distribute unsolicited or unauthorized advertising or promotional material, or any junk mail, spam, or chain letters;
  • respect the property of others and will not distribute software viruses, or anything else designed to interfere with the proper function of any software, hardware, or equipment on the Site or the use of the Site by any other User;
  • not access the Site if TokenizEU has prohibited you from using it;
  • not engage in activities that affect the functioning and security of the Site;
  • respect the privacy of other users and will not disclose information which has become known to you while using the Services;
  • not promote illegal activities.

 

  1. RIGHT OF REPRESENTATION AND AUTHORIZATION

 

  • If you act on behalf of an Issuer or any other legal person (hereinafter also the Issuer) you confirm that you have a right to represent the Issuer on the Site and you have a right to enter into the Agreement on behalf of the Issuer or the Person with TokenizEU.

 

  • TokenizEU may ask and you will be obligated to provide the documentation that verifies that you are a legal representative of the Issuer.

 

  • To submit an Offering you shall create a Special Purpose Account with a Payment Service Provider.

 

  • You authorize TokenizEU in connection with a relevant Offering, on behalf of the Issuer to:

 

  • use the Special Purpose Account

 

  • to instruct the Payment Service Provider to transfer the amount raised in the Offering from the Special Purpose Account to:

 

  • those who invested into the Offering if the Offering did not reach the goal; or if the Issuer’s financial situation should suddenly fall or if there should be any indicators refer to that; or if there should be any signs of the Issuer’s soon insolvency or bankrupt; or if the Issuer should breach the Agreement or applicable law.

 

  • You, as an issuer, understand and agree that you shall not:

 

  • use, transfer or dispose resources on the Special Purpose Account without the prior approval of TokenizEU;

 

  • authorize any other person to use, transfer or dispose any resources from the Special Purpose Account without the prior approval by TokenizEU.

 

  1. THE SERVICES

 

  • The Services are provided via the Site.

 

  • The only purpose of the Services is to bring together investors and projects. Investors and Issuers will have a direct legal relationship.

 

  • The registered users have the right to submit Offering proposals to TokenizEU. Offerings have to be in compliance with the Terms, TokenizEU prerequisites and the applicable laws.

 

  • TokenizEU has the sole right to decide which Offering may seek funding on the Site.

 

  • Any Offering and funding shall be in accordance with the Terms and applicable laws.

 

  • TokenizEU may update the content at the Site and the Site itself any time. You understand that TokenizEU may terminate the provision of the Service without prior notice and suspend or close all or part of your Account and all relevant information and files in the Account.

 

  1. TOKEN OFFERING

 

  • Upon prior approval of TokenizEU, it is allowed for the issuers to seek funding by issuing security tokens.

 

  • Subject to TokenizEU’s prior approval in each case, an Offering may be launched by the Issuer. Offering is an investment round in which investors may invest in the Issuer.

 

  • The Offering shall be open for the maximum period of time set forth on the Site. The Offering will be closed automatically if the amount that the Issuer asked for should be reached before the end of the set time.

 

  • The investor shall pay for the tokens to the Special Purpose Account or in case of investing in cryptocurrencies, to the wallet address provided on the Issuer’s campaign page.

 

  • All terms for the Offering, e.g. the number of investors, the number of Tokens, the valuation of the Issuer and the investment amount are always set by the Issuer and not by TokenizEU.

 

  • Any and all investment in an Issuer is always made without the involvement of TokenizEU. An Investment agreement is concluded between the Issuer and an investor at their own risk. TokenizEU shall never be liable for any Investor’s non-payment of any investment amount and TokenizEU shall never be liable for any Issuer’s non-issuance of Tokens.

 

  • TokenizEU has the right to, at any time and at its convenience, cancel, interrupt or suspend any Offering at any time, without a prior notice. Such cancellation, suspension or interruption may be made, for example, due to the Issuer’s or the Offering’s violation of applicable legislation, this Agreement or any terms applicable to the Site.

 

  • Posting an Offering shall be made in accordance with the Terms, applicable laws and the instructions set forth on the Site. TokenizEU has the right to deny the posting of any Offerings at any time and for any reason. You shall be responsible that all offers and investments would meet all legal requirements.

 

  • The issuer is responsible that the Offering would be closed in accordance with the applicable laws. The Investor shall make the payment for the tokens at terms agreed on fundraising.

 

  1. FEES

 

  • There are no fees for creating the Account on the Site.

 

  • The issuer may be charged a Service Fee as a portion of the contributions they raise. The Service Fees are set forth on the Site, and may be updated from time to time. The Service Fee is a per cent of the total amount of contributions raised during the Offering period and a fixed fee.

 

  • Investments shall always be made by the Investor, not by the TokenizEU.

 

  • TokenizEU will not be liable for any fees or penalties to the third parties should such fees rise from the agreement between the investor and the issuer.

 

  • TokenizEU will issue its own native token which is distributed to the investors as a reward for contributing to the projects. The structure and details of the TokenizEU token will be described on The Site.

 

  • The investors are liable for any taxes that may arise from investing in security token offerings, profits or payments they receive, or in the case of issuers, any taxes that may arise during or after the fundraising event.

 

  1. PRIVACY POLICY

  

  • By using the Site and/or the Services and agreeing to these Terms you also agree to be bound by TokenizEU’s Privacy Policy. TokenizEU may change Privacy Policy on the same conditions as it may change these Terms.

 

  1. LIABILITY

 

  • You as the owner of the Account are solely responsible for safety of your account. You are responsible for all content posted and activities made by the Account. You are solely responsible for any damage you cause to TokenizEU or third parties that get damaged via the Site because of your activities.

 

  • TokenizEU does not guarantee that the Offering will reach its goal by the given date.

 

  • TokenizEU does not guarantee that contributions will be used as promised by the Issuer. TokenizEU is not liable for the use of the contributions.

 

  • TokenizEU is not liable for the morality, legality or quality of the Offering. TokenizEU does not guarantee that the information posted about Offering is true and accurate.

 

  • TokenizEU is not liable for any damage caused to you via the Site. If TokenizEU should be liable to damage caused by you according to the applicable laws, you and TokenizEU agree that the liability of TokenizEU shall be limited to 1000 (one thousand) euros.

 

  • TokenizEU shall not be liable for any damages, including any indirect, punitive, or special damages (including loss of business, loss of profits, use of data, or other economic benefits, including, without limitation, any indirect, punitive, special damages,), whether or not they arise out of or are in connection with a breach of this Agreement (including breach of warranty) or infringement, even if the possibility of such loss has been previously notified. In addition, if the exclusive relief provided for in this Agreement does not meet its basic purpose, the liability of the TokenizEU for such loss shall be excluded.

 

  • TokenizEU will not be liable for damages if the Site does not function properly and you are unable to use the Site or the Services, including but not limited to:

 

  • during the period of Site downtime announced by TokenizEU on the Site.

 

  • the failure of telecommunications equipment causing failure of data transmission.

 

  • power outages, war, terrorist attacks, and other force majeure factors resulting in TokenizEU systems not being able to carry out the business.

 

  • service interruptions or delays due to hacker attacks, technical adjustments or failures in the telecommunications sector, Site upgrades, banking problems, and so on.

 

  1. INTELLECTUAL PROPERTY RIGHTS

 

  • All contents of this Site, including but not limited to works, images, archives, information, materials, information on Site, Site layout, design of the Site, are owned by TokenizEU in accordance with the law, including but not limited to trademark rights, patents, copyrights, trade secrets and so on.

 

  • No person shall use, modify, reproduce, publicly transmit, alter, distribute or publish the contents of this Site without the written consent of TokenizEU.

 

  • Respect for intellectual property rights is your duty, and if there is any breach, you shall bear the full liability for damages. You agree to respect all copyright, property rights and other legal notices and information TokenizEU Site, Services, or Marks accessed through the Site or the Services. You agree not to change, translate, or otherwise create derivative works of the Services.

 

  • You are not allowed to use TokenizEU trademark, logo, domain name, etc. without prior written consent from TokenizEU.

 

  • Content uploaded by you remains your property and is protected, without limitation, pursuant to applicable intellectual property laws.

 

  1. APPLICABLE LAW AND JURISDICTION

 

  • You understand and accept that the relationship between you and TokenizEU shall be governed in all respects by the laws of the Republic of Estonia without regard to its conflict of law provisions.

 

  • Any disputes arising out of this Agreement shall be settled in Harju County Court pursuant to the laws of the Republic of Estonia.

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