Last updated: February 20, 2025

The present General Terms of Use of Tokenify (hereinafter, the “Terms”) set out the terms and conditions that govern the relationship between Tokenify (hereinafter, “Tokenify”) and the User (hereinafter, “User”) concerning the use of the services offered through the Tokenify platform. By using Tokenify’s services, the User fully and unreservedly accepts these Terms. Tokenify reserves the right to modify these Terms at any time, informing the User of such changes. Investing in digital assets through our platform involves inherent risks. The User must ensure they fully understand these risks before using our services.

By accessing, downloading, or using Tokenify’s services, the User expressly declares to have read, understood, and fully accepted these General Terms of Use. This acceptance implies the User’s consent to be bound by all the provisions set forth in this document, as well as any modifications that may be made in the future.

These General Terms of Use, together with Tokenify’s Privacy Policy, establish the legal framework for using our services. If the User does not accept these terms or has any doubts, they should refrain from using the platform.

1. Introduction

1.1. About Us. Tokenify is committed to providing a transparent and secure service to its users. Our platform allows users to access a wide range of services related to digital assets.

1.2. These Terms. The purpose of these General Terms of Use is to establish a clear and transparent framework for the relationship between Tokenify, the Issuer, and the User. By using our services, the Issuer and the User agree to comply with the terms and conditions set forth herein.

1.3. Additional Documents:

• Tokenization Policy: This document details the requirements and process for creating and listing tokens on our platform.

• Listing Policy: This document sets the criteria for a token to be listed on our platform.

• Smart Contracts Policy: This document describes the standards and requirements for the smart contracts used on our platform.

2. Requirements

2.1. Participation Criteria

• Compliance with applicable laws: The user must comply with all applicable laws and regulations in their jurisdiction related to the purchase, sale, and holding of digital tokens.

• Accreditation: Depending on the jurisdiction and the type of token, the user may be required to verify their identity and meet certain investment criteria.

2.2. Modification of Participation Criteria

• Flexibility: Given the innovative nature of the digital token industry, Tokenify reserves the right to modify the participation criteria at any time to adapt to changes in the market and regulations.

3. Definitions

3.1 Token Offering: The process of tokenizing assets, through which rights over an underlying asset are represented in the form of digital tokens.

3.2 User: Any person or entity that interacts with the Tokenify platform, including those who participate in tokenization processes.

3.3 Issuer: An entity that issues tokens on the blockchain through our platform.

3.4 Investor: A person or entity that invests in tokens acquired on our platform.

3.5 Decentralized Application (Dapps): A platform that operates on a decentralized network and allows the creation and exchange of tokens.

3.6 KYC Process: An identity verification procedure designed to comply with anti-money laundering regulations.

3.7 Token: A unique digital currency that represents a part of an asset or project.

3.8 Smart Contract: A set of automatic rules that govern tokens and transactions, stipulated in the whitepaper.

3.9 Project Objective: The reason for which tokens are created and offered.

3.10 Digital Wallet: A secure place where your tokens are stored.

3.11 Whitepaper: The whitepaper is a document designed to provide information to the user about the project specifications, which are translated into the smart contract to establish the automatic rules governing the tokens.

3.12 Tokenify Platform: The website where you can create, buy, and sell tokens.

4. Who We Are

4.1 Tokenify is a registered company that provides technology for tokenization and allows issuers to carry out tokenization processes through its dApp.

5. Tokenization Procedure

5.1 To initiate the tokenization process, the first step is the evaluation of the Project Issuer prior to structuring the token, which includes the following steps: Project analysis, Business model, Financial design of the token economy, Legal structure, and Marketing plan design.

5.2 Technical development, which includes: Creation of smart contracts and token issuance. Configuration of the project owner’s wallets.

5.3 By accessing the control panel and the token distribution store, the Tokenify tokenization center is responsible for uploading all the necessary information for Token Buyers to understand the Project details and conditions.

5.4 Token sales are exclusively between the Issuer and the Token Buyers. Tokenify does not participate as an intermediary in transactions conducted between platform users. Therefore, it assumes no responsibility for any inconveniences, breaches, or any problems that may arise from such transactions, which are the sole responsibility of the parties involved.

6. Acceptance of Terms

I accept the Terms and Conditions established in the white paper on Token issuance and in the Marketing Agreement applicable to each tokenization project within the Tokenify platform. I understand that the specific conditions of each token, including its characteristics, rights, obligations, and associated risks, are detailed in the documentation corresponding to each issuance.

7. Creating a Tokenify Account

7.1. Opening an Account on the Platform: To access Tokenify’s Services, the User must create a Tokenify Account. It is advised that the user activates two-factor authentication to secure the created account.

7.2. Acceptance: By creating a Tokenify Account, the User agrees that:

• Token Creator: If the User wishes to create and issue tokens on the platform, they must comply with additional requirements set out in our Tokenization Policy.

• Investor: If the User wishes to invest in tokens, they must conduct due diligence on the projects and teams behind the tokens before investing.

7.3. Identity Verification: The User must comply with our identity verification procedures, know your customer (KYC). Additionally, we verify the identity document and/or passport, and perform biometric analysis to ensure that the user matches the identification document. This process is carried out through a third-party service.

7.4. AML Verification: AML stands for Anti-Money Laundering, a set of regulations and procedures designed to prevent money obtained from illegal activities from being integrated into the legal financial system. In the context of tokenization platforms, which allow real assets to be converted into digital tokens, AML processes are crucial for maintaining system integrity and complying with international financial laws. Tokenify ensures customer verification and performs AML checks.

7.5. Enhanced Due Diligence for Token Creators: Token creators must provide additional information, such as a detailed business plan, which the token structuring team will analyze to proceed with the tokenization plan development.

7.6. User Records: We retain your personal data for the time required by current legislation, especially to comply with transparency and traceability requirements in the field of digital assets.

8. Limitation of Liability

8.1 Tokenify is not responsible for:

• The fulfillment of the financial objectives of the tokenization.

• The security of the users’ wallets.

• Damages or losses resulting from information provided by the Issuer or Expert Collaborators.

• Reaching the soft cap set for the Tokenization.

• Any responsibility for the financial outcome of the token sale and the achievement of the soft cap.

8.2 The Platform is offered “as is” and “as available”, without any kind of warranties, express or implied.

8.3 The website https://www.tokenify.io will not be liable for economic losses, indirect damages, lost profits, or damages arising from the use of the Platform or Services.

8.4 The liability of https://www.tokenify.io will be limited to the amount paid by the User for the Services in the last three months.

9. Know Your Customer (KYC) and Know Your Business (KYB) Procedures

9.1 All issuers and buyers must complete the corresponding verification procedures before conducting activities on the dApp.

9.2 Tokenify may restrict access to the platform if verification procedures are not properly completed.

10. Disputes

10.1 Disputes between Issuers and Token Buyers must be resolved directly between the parties.

10.2 Tokenify does not participate in or take responsibility for the resolution of disputes/disagreements between the parties.

11. Modifications

11.1 Tokenify reserves the right to modify these Terms and Conditions. The modifications will be published on the website with the aim of obtaining acceptance of the changes upon modifying these Terms and Conditions.

12. Jurisdiction

12.1 These terms are governed by the laws of the jurisdiction where Tokenify is registered.

12.2 Disputes will be resolved through arbitration in accordance with applicable laws.

13. Intellectual Property Rights and Trademarks

13.1 Tokenify Ownership: Tokenify is the exclusive owner of all intellectual property rights related to its platform, including the brand, software, designs, smart contracts, and any other intellectual creations developed by Tokenify.

13.2 Token Creators’ Ownership: Token creators retain copyright over the concept and underlying assets represented by the tokens, except for those rights expressly granted to Tokenify under this agreement.

13.3 Usage License: By creating and issuing tokens on the Tokenify platform, creators grant Tokenify a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and distribute the tokens and any related materials to facilitate transactions on the platform.

13.4 Users’ Ownership: Platform users obtain a limited license to use the tokens they acquire, in accordance with the terms of use established for each token. Users do not acquire any intellectual property rights over the tokens or the platform.

13.5 Registered Trademarks: Tokenify and its associated trademarks are the exclusive property of Tokenify. Any unauthorized use of our trademarks or content may result in legal action.

14. Force Majeure

14.1 Force Majeure Events: Tokenify shall not be liable for any failure or delay in the performance of any of its obligations under these Terms and Conditions if such failure or delay is due to a force majeure event. A force majeure event includes, but is not limited to: (i) acts of God; (ii) war, terrorism, insurrection, civil unrest, or any other hostility; (iii) embargoes, sanctions, or any other governmental action; (iv) pandemics, epidemics, or other public health emergencies; (v) fires, floods, earthquakes, or other natural disasters; (vi) disruptions in the supply of electricity, internet, or telecommunications; (vii) cyber attacks, system failures, or any other technological infrastructure interruptions; (viii) blockchain network failures; (ix) changes in applicable laws or regulations; and (x) any other event beyond our reasonable control.

14.2 Effects of a Force Majeure Event: In the event of a force majeure, Tokenify will make all reasonable efforts to mitigate the event’s effects and resume the performance of its obligations as soon as possible. However, Tokenify shall not be liable for any loss or damage resulting from such an event.

14.3 Duration: If a force majeure event continues for a consecutive period, either party may terminate these Terms and Conditions by providing written notice to the other party.

15. Responsibilities

15.1 Disclaimer of Warranties: To the fullest extent permitted by applicable law, the services provided by Tokenify, the dApp, and any other associated products or services are offered “as is” and “as available.” Tokenify expressly disclaims any implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

Tokenify does not guarantee that the services will be accurate, error-free, or uninterrupted, nor that the platform will be free of viruses or other harmful components. Users are responsible for taking appropriate measures to protect their data.

15.2 Disclaimer of Damages and Limitation of Liability: Tokenify and its affiliates shall not be liable for incidental, indirect, special, or consequential damages arising from the use of the services, even if advised of the possibility of such damages. This includes but is not limited to loss of data, revenue, or profits.

In no event shall Tokenify’s total liability exceed the fees paid by the user in the twelve-month period immediately preceding the event giving rise to the claim.

15.3 Indemnification: The user agrees to indemnify Tokenify and its affiliates for any claims, demands, or damages arising from their breach of these Terms and Conditions or any misuse of the services. This includes legal fees and associated costs.

16. Termination of the Contractual Relationship

16.1. Termination by the User:

The User may request the termination of the contractual relationship with Tokenify at any time by sending a written notice to the email address legal@tokenify.io designated by Tokenify for this purpose. The termination will be effective within a maximum of 15 business days after receipt of the request, provided that the User has fulfilled their pending obligations, including payments or processes related to transactions conducted on the platform.

16.2. Termination by Tokenify:

Tokenify may terminate the contractual relationship immediately in the following cases:

1. a) Breach of the Terms and Conditions by the User. 
2. b) Misuse of the platform, including activities that violate applicable laws, such as money laundering or financing of illicit activities. 
3. c) Force majeure events that prevent the continuous operation of the platform for more than 30 consecutive days, as provided in the Force Majeure clause.

16.3. Procedures after Termination:

1. a) Access to Acquired Tokens: The User will retain access to tokens acquired through their digital wallet, unless such tokens are subject to specific legal or contractual restrictions. Tokenify will not be responsible for the transfer, custody, or future accessibility of tokens outside its platform. 
2. b) Refunds: In case there are pending balances or transactions in progress, a corresponding adjustment will be made in accordance with the refund policy established in the contract, unless applicable laws provide otherwise. 
3. c) Data Deletion: Tokenify will proceed with the deletion of the User’s personal data within the period established by applicable regulations, except for data that must be retained to comply with legal obligations, such as traceability requirements or regulatory reports.

16.4. Consequences of Termination:

Termination of the contractual relationship does not exempt either party from obligations acquired prior to the termination date, including but not limited to payment of fees, compliance with pre-existing agreements, and liability for platform use.

16.5. Account Reopening:

The User may reopen their account, subject to compliance with all verification procedures and policies in effect at that time.