AGB
For participation in the registration, KYC (Know-Your-Costumer) and online subscription process (hereinafter collectively: "Services") of tokenstreet GmbH with its registered office in Germany, Pappelallee 14, 10437 Berlin, registered in the Commercial Register of the Charlottenburg District Court under HRB 219133 B, e-mail: contact@tokenstreet.com (hereinafter: "tokenstreet", "us" or "we") the following terms and conditions apply.
tokenstreet is a limited liability company established under German law and operates a digital distribution platform ("Platform") on which subsidiaries of tokenstreet ("Issuers") can conduct issues to raise capital. The capital is raised via so-called Security Token Offerings (STO) or the issuance of a token-based debt security. For this purpose, the issuers offer cryptographic tokens ("tokens") for purchase. The tokens represent the rights under the token-based debt security. The public offer is subject to German law. Investors (hereinafter: "Investors" or "Users") can acquire the Tokens issued by the respective Issuer via the platform operated by tokenstreet.
tokenstreet GmbH is a contractually bound intermediary within the meaning of § 3 (2) WpIG and acts in the brokerage of financial instruments pursuant to § 2 (2) No. 3 WpIG exclusively for the account and under the liability of Effecta GmbH, Florstadt. Effecta GmbH is a financial services institution with, among other things, the permission of the Federal Financial Supervisory Authority (BaFin) for investment brokerage pursuant to § 2 (2) No. 3 WpIG. Tokenstreet is registered as a tied agent with BaFin (registration number 80170884).
Only the clarification documents made available on the platform are authoritative for the issue.
These Terms and Conditions of Participation and Use govern the registration of investors on the platform as well as the process of brokering the subscription of the financial instruments offered by the issuers. Since tokenstreet acts exclusively as a contractually bound intermediary on behalf of Effecta GmbH, the General Terms and Conditions ("GTC-Effecta") of Effecta GmbH, which are also made available to the Investors via the Platform, shall apply in addition. In the event of contradictions or inconsistencies between these Terms of Participation and Use and the GTC-Effecta, these AG Terms of Participation and Use shall prevail.
Investors should carefully read these Terms of Participation and Use as well as the GTC-Effecta. If investors do not agree with these Terms and Conditions of Participation and Use or the GTC-Effecta, they cannot participate in the registration and subscription process.
By participating, the investor accepts the following Terms and Conditions of Participation and Use as well as the GTC-Effecta.
Legal risk notice:
The acquisition of token-based debt securities is associated with various risks. In the worst case, a total loss of the capital invested is possible. Investors should carefully read the risks presented in the securities information sheet (WIB). Neither tokenstreet nor Effecta GmbH provide investment advisory services to investors. An examination of whether the acquisition of tokens is suitable for the investor is not carried out by either tokenstreet or Effecta GmbH.
1. scope of application
1.1
The Services in connection with Tokens offered for purchase on the Platform by Issuers will be offered exclusively via tokenstreet Mobile App ("App").
1.2
The Services for the acquisition of Issuer Tokens offered on the Platform are available exclusively to natural persons (hereinafter: "Users").
2. general exclusion from participation in the services
2.1
The Issuers' tokens are not and will not be registered under the US Securities Act of 1933, as amended, or with the securities regulatory authority of any state of the United States of America and may not be offered, sold, given away, inherited or delivered, directly or indirectly, in the United States of America. Natural persons to whom US or Canadian tax law applies are excluded from participation in the public offering.
2.2
Excluded from participation in the public offer to purchase Tokens are persons who are domiciled, resident for tax purposes or habitually resident in a state (i) in which the sale or purchase of cryptographic Tokens is prohibited or only permitted under certain conditions (e.g. an official permit) or (ii) which is on the list of "High-risk and other monitored jurisdictions" of the Financial Action Task Force (FATF) or (iii) against which an embargo or sanctions have been imposed, in particular by the USA or the EU.
2.3
The Services, in particular the KYC Process and Online Subscription Process, will not be offered to persons who are excluded from participating in the Public Offer pursuant to 2.1 or 2.2.
3. access to the platform and supported terminals
To use the platform, the user must download the free tokenstreet app from the Apple Store or the Google Playstore and install it on his Apple iPhone or Android smartphone ("terminal device"). To access the platform, the End Device must have a functioning internet connection. For the KYC process, the End Device must have a camera.
4. registration and KYC process
4.1
Registration is only possible via our app and is a prerequisite for participation in issuers' issues offered on the platform.
4.2
Registration is free of charge and enables the subscription to the newsletter as well as further information from tokenstreet and the issuers as well as the participation - as far as there is no reason for exclusion according to section 2 - in the services, in particular in the online subscription and KYC process. Registration does not constitute an obligation to subscribe to the token-based bonds.
4.3
Natural persons can only be registered by themselves. Registration by legal representatives is excluded.
4.4
Within the scope of registration, the user first accepts these GTC and takes note of our data protection information. Then each user must create a user account. To do this, the user enters a valid mobile phone number and links his or her end device to the app. The user then sets a four-digit security code to enable faster access to their user account when logging in later. For the successful creation of the user account, the user now enters his or her first and last name as well as a valid e-mail address. The e-mail address must be suitable for long-term communication; in particular, so-called disposable e-mail addresses are not permitted.
4.5
In order to carry out the required KYC process, the user must have an official identification document that contains a photograph and that fulfils the passport and ID requirement in Germany (e.g. identity card or passport). For identification purposes, the user first provides his/her personal details (nationality, place of birth, date of birth, residential address) and confirms that he/she is not a politically exposed person (PeP), a family member of an exposed person or a known close person, and is not subject to tax liability in the USA. The user is then directed to a video identification procedure of a KYC provider (e.g. IDnow GmbH) and follows the instructions of the KYC provider's employee. The identification process is completed by confirming the successful identification to the user or by asking the user to repeat the process if any errors have occurred.
4.6
For the duration of the business relationship, the User shall inform Effecta GmbH or tokenstreet, as the case may be, of any change of its name, address, e-mail address and of any changes affecting its tax residency.
5. adequacy test
5.1
As a securities services company, Effecta GmbH is obliged pursuant to Section 63 (10) of the German Securities Trading Act (WpHG) to obtain information from the Users regarding the Users' knowledge and experience in relation to transactions with certain types of financial instruments or securities services, to the extent that such information is necessary to assess the appropriateness of the financial instruments or securities services for the Users. This is done via the platform and tokenstreet in its role as contractually bound intermediary of Effecta GmbH. The information on knowledge and experience is voluntary for the user. Without the information, however, tokenstreet or Effecta GmbH cannot assess whether the token-based debt securities are appropriate for the user.
5.2
If tokenstreet or Effecta GmbH comes to the conclusion, based on the information provided by the User, that the token-based bonds offered are not appropriate for the User, the User will be informed accordingly. The user may nevertheless decide to subscribe.
6. log-in
6.1
Each time the app is opened, the user must log in to the app again by entering the security code they have chosen.
6.2
Alternatively, the user has the option of using PrintID or FaceID for a faster log-in. To do this, they must first activate PrintID or FaceID and allow the app to use it. The use of PrintID and FaceID is voluntary and consent given can be revoked at any time. When using FaceID, photographs are taken of the user, which are stored by the respective terminal device manufacturer. When using PrintID, a fingerprint is taken of the user, which is stored by the respective terminal device manufacturer.
7. submission of binding offers in the online subscription process
7.1
Participation in the online subscription process for an issuer's issue is only possible via our app and is only permitted for users registered in accordance with section 3 and entitled to participate in accordance with section 2.
7.2
From the start of the public offering, the user can participate in the online subscription process via the app until the end of the subscription period in accordance with the information in the securities information sheet of an issue. For this purpose, the user must be logged into his account.
7.3
In order to submit a binding application to subscribe to the token-based debt security, the user follows the instructions on the platform for the online subscription process.
7.4
When acting as an investment intermediary for the subscription of offers for the acquisition of token-based debt securities posted on the Platform by Issuers, tokenstreet acts as a contractually bound intermediary of Effecta GmbH. The investment brokerage agreement concluded in the context of the subscription shall be concluded exclusively between the User and Effecta GmbH. The GTC Effecta as well as the consumer information of Effecta GmbH shall apply.
7.5
Before completing the online subscription process, the investor must confirm that his details from the registration process are still current or update them accordingly (including details of knowledge and experience).
7.6
Prior to the conclusion of the investment, the investor shall be provided with all subscription and information documents (including the securities information sheet (WIB) and the issuing terms and conditions of the issuers, information on costs and benefits as well as consumer information (including revocation instructions) of Effecta GmbH as well as the Effecta GTC) for download. These Terms and Conditions of Participation and Use will also be made available to the investor for download prior to the completion of the online subscription process.
7.7
Prior to submitting a binding subscription order, the investor shall be given the opportunity to review and, if necessary, correct the data presented and provided by him in a summary as well as his investment amount.
7.8
A binding offer by the investor to subscribe is made when the investor clicks the "Invest now with obligation to pay" button to complete the online subscription process - after confirming receipt of the documents referred to in Clause 7.6. The user will subsequently be informed of the receipt as well as the acceptance of his application for subscription by the issuer (conclusion of the contract) in the app (screen) or alternatively by e-mail.
8. payment
To complete the investment, the investor is requested to transfer the amount invested and the costs incurred. For this purpose, the investor is provided with the necessary account information of the respective issuer in the app (recipient, IBAN, purpose of use).
9. digital locker
9.1
The custody of the tokens issued by the issuers in the context of the token-based bonds is carried out for the investors in a so-called digital safe deposit box (also called wallet). Tokenstreet does not offer users such digital safe deposit boxes and is not obliged to do so.
9.2
The custody of the tokens is exclusively carried out by Tangany GmbH ("Tangany"). Tokenstreet enables the user to open a digital safe deposit box with Tangany via the app after completing the investment. Tangany is a financial services institution with (provisional) permission for the crypto custody business. The General Terms and Conditions of Tangany, which are made available to the user via the platform, apply to the custody.
10. account of the user
Each user has his or her own account in the app in which his or her personal details, the documents provided to him or her and the investments made can be viewed. Changes to the user's personal details can also be made in the personal account.
11. costs for the use of the platform
11.1
The use of the platform is free of charge for the investor. For the brokerage of the token-based bonds, Effecta GmbH receives a one-time percentage of the investor's subscription amount from the respective issuer. Tokenstreet shall receive a share of this amount. The amount of the contributions paid to Effecta GmbH and tokenstreet can be found in the information on costs and contributions.
11.2
The investor must also bear the individual costs for the Internet, if applicable. Such costs will not be charged to the customer by tokenstreet.
12. notice
12.1
The contractual relationship regarding the use of the platform shall run for an indefinite period. The investor may terminate the contractual relationship with tokenstreet at any time by sending an e-mail to support@tokenstreet.com.
12.2
Tokenstreet may terminate the contractual relationship with the investor regarding the use of the platform at any time with 1 month's notice. The notice of termination must be sent to the investor in text form (e.g. by e-mail).
12.3
The right to terminate for good cause remains unaffected. From tokenstreet's point of view, an important reason exists in particular in the event of ongoing operational disruptions due to force majeure beyond tokenstreet's control, such as natural disasters, fire or network failure for which tokenstreet is not responsible. Other important reasons are repeated, serious breaches by the investor of the obligations of these General Terms and Conditions. Tokenstreet is also entitled to extraordinary termination if tokenstreet is no longer able to operate the platform for legal reasons or due to official or judicial orders and requirements. If tokenstreet ceases its business operations, this contractual relationship also ends.
13. storage of these terms of participation and use
The investor can call up, download and archive the current version of these General Terms and Conditions in PDF form in the app in his account under the available documents. To open a PDF file, the investor requires a PDF reader, for example the free Adobe Reader program (get.adobe.com/en/reader/). The investor should save the General Terms and Conditions provided to him in connection with the registration as well as the General Terms and Conditions provided to him again for download upon subscription.
14. liability
14.1
We are liable for intent and gross negligence in accordance with the statutory provisions. We shall only be liable for slight negligence in the event of a breach of a material contractual obligation (cardinal obligation), the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which the user may regularly rely, as well as in the event of damage resulting from injury to life, limb or health. In the event of slight negligence, we shall only be liable for foreseeable damage, the occurrence of which must normally be expected.
14.2
Liability under the Product Liability Act or for damages based on the breach of a guarantee assumed by us shall remain unaffected. In the scope of application of the Telecommunications Act (TKG), the liability rule of § 44 a TKG remains unaffected.
14.3
The above limitation of liability shall also apply in favour of our employees, representatives, organs and vicarious agents.
14.4
We are not liable for the loss of data insofar as the damage is due to the user's failure to carry out data backups and thereby ensure that lost data can be restored with reasonable effort. Tokenstreet is not responsible for the safekeeping of the tokens assigned to an investor.
14.5
Data communication via the internet cannot be guaranteed to be error-free and/or available at all times according to the current state of technology. tokenstreet is not liable in this respect for the constant and uninterrupted availability of the app.
15. data protection
The collection, use and processing of personal data takes place exclusively within the framework of tokenstreet's privacy policy, which is available in the app.
16. language
These Terms and Conditions of Participation and Use are written in German. Non-binding translations of the Terms and Conditions of Participation and Use into another language are for information purposes only. If a translation differs from the German language version, this German language version shall take precedence.
17 Applicable law
The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods and conflict of laws. If a user is a consumer and his or her habitual residence is in a member state of the European Union, German law shall also apply, without prejudice to mandatory provisions of the state in which the user has his or her habitual residence. The non-exclusive place of jurisdiction is Berlin.
18. miscellaneous
18.1
In the event that one or more present or future provisions of these General Terms and Conditions should be or become invalid or unenforceable in whole or in part, the validity and enforceability of the remaining provisions shall not be affected thereby.
18.2
The European Commission has established a European Online Dispute Resolution (ODR) platform at http://ec.europa.eu/consumers/odr/. Tokenstreet does not participate in dispute resolution procedures with a consumer arbitration board.
