Terms and conditions for Taurus-INVESTOR portal

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING OUR WEBSITES, MOBILE APPLICATIONS, SOFTWARE DEVELOPMENT KITS, APIs OR OTHER PRODUCTS OR SERVICES THAT HAVE LINKED TO THESE TERMS AND CONDITIONS, YOU AGREE TO BE BOUND BY THEM TERMS AND ALL TERMS INCORPORATED BY REFERENCE AND IN PARTICULAR TO OUR WEBSITE TERMS OF USE AND OUR ELECTRONIC ACCESS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT USE OUR WEBSITES, MOBILE APPLICATIONS, SOFTWARE DEVELOPMENT KITS, APIs OR OTHER PRODUCTS OR SERVICES.

1. Scope

Taurus SA (“Taurus”) operates an electronic platform (the “Taurus Investor Portal” or the “Platform” or the “Portal” or the “Service”) enabling issuers to identify and onboard investors, create and allocate digital assets/securities, administer capital increases and subscriptions, and maintain some registers.

These Terms and Conditions (“T&C”) govern the access by the Users (“the Users”) to the Platform through an identification process. These T&C do not alter in any way the terms or conditions of any other agreement the Users may have with Taurus for other products, services or otherwise.

2. Definitions

Terms used in this T&C with their initial letters capitalised have the meanings ascribed to them in this section or where they are elsewhere defined in this T&C. Any term defined in the singular will have the corresponding definition in the plural (and vice versa).

  • “Agreement” means these Terms and Conditions and all attachments, including any order forms, commercial offers or ad-hoc agreements agreed between Taurus and a User.

  • “Digital Assets (DA)” means any type of financial assets, whether natively digital or digitised, issued through the use of DLT such as payment tokens (incl. cryptocurrencies, stable coins), utility tokens and asset/investment tokens (incl. tokenized shares, tokenized debt).

  • “Digital Securities” means securities, natively digital or digitised, and typically represented in the form of Digital Assets, Uncertificated Securities and/or Ledger-Based Securities.

  • “Distributed Ledger (DL)” means a database that is consensually shared and synchronized according to a protocol by nodes participating to a peer-to-peer decentralized network. It allows transactions to have public “witnesses” who can access the recordings shared across that network and can each store an identical copy of it. Any changes or additions made to the ledger are reflected and copied to all nodes. One form of distributed ledger design is the blockchain, which can be either public, permissioned or private.

  • “Distributed Ledger Technology (DLT)” means technology recording and sharing data across multiple data stores (or ledgers). This technology allows for transactions and data to be recorded, shared, and synchronized across a distributed network of different network participants.

  • “Financial Instruments” means (1) equity securities, (2) debt instruments, (3) units in collective investment schemes, (4) structured products, (5) derivatives, (6) deposits whose redemption value or interest is risk- or price-dependent, excluding those whose interest is linked to an interest rate index, (7) bonds.

  • “Holder” means a legal or physical person holding Digital Assets and/or Financial Instruments.

  • “Holding” means a Digital Asset or Financial Instrument held by an Investor.

  • “Instrument” means a Financial Instrument and/or a Digital Asset.

  • “Investor” means a Holder.

  • “Issuer” means a legal person who issued Digital Assets and/or Financial Instruments.

  • “Ledger-based Securities” means securities issued according to art. 973d of the Swiss Code of Obligations.

  • “Platform” means the Taurus Investor Portal electronic platform.

  • “Register of Beneficial Owners (BO register)” means the records of beneficial owners of registered shares that have been notified to the Issuer.

  • “Register of Uncertificated Securities” means the records of the creation of new Uncertificated Securities according to art. 973c para. 2 of the Swiss Code of Obligations.

  • “Register on which ledger-based securities are recorded (Securities Ledger)” means the records of ownership of ledger-based securities according to art. 973d para. 2 of the Swiss Code of Obligations.

  • “Registration” means the identification and registration of a legal or physical person (and its beneficial owners) as a recognized holder of registered shares in the share register and BO register of the Issuer.

  • “Securities” means standardised certificated and uncertificated securities, in particular uncertificated securities in accordance with Article 973c of the Code of Obligations (CO) and ledger-based securities in accordance with Article 973d of the CO, as well as derivatives and intermediated securities, which are suitable for mass trading.

  • “Service” means the services offered by Taurus Investor Portal electronic platform to Investors and Issuers.

  • “Share Register” means the records of holders of registered shares that have been notified to the Issuer.

  • “Taurus” means Taurus SA or its holdings, subsidiaries, branches or affiliates.

  • “Uncertificated Securities” means securities issued according to art. 973c of the Swiss Code of Obligations.

  • “User” means a user of the Platform, be it (1) an Investor or potential Investor (whether a physical person or a legal person) using the Platform, (2) an authorized representative of an Issuer having subscribed to the Service and using the Platform, or (3) anyone requesting access to the Service and using the Platform.

3. Description of the Service

The Service is an electronic platform, owned and developed by Taurus, offering the following administrative services to Issuers and Investors:

  1. Electronic identification and onboarding of Investors
  2. Digitization of Securities / creation of Digital Assets
  3. Administration of capital increases and subscriptions
  4. Register administration
  5. Investor relations portal.

In the case of Issuers being Swiss stock corporations, Digital Securities / Digital Assets administered on the Platform are typically shares, participation certificates, convertible bonds or bonds existing as (a) Uncertificated Securities and/or (b) Ledger-based Securities.

The Service is governed by these T&C and the Users agree to use the Service only in strict compliance with such T&C. In the event of conflict between these T&C and any other agreements between the Users and Taurus for the use of the Service, the latter shall prevail.

The Users acknowledge that, if not otherwise specified, the Platform is exclusively an information technology (IT) service provided by Taurus on Internet to Issuers and Investors to better manage the administative flow between them in connection with corporate finance and corporate governance. In no way, Taurus (in its capacity as operator of the Platform) does act as a party, intermediary, paying agent, financial service provider, custodian, trading platform, payment operator nor securities settlement system, between Issuers and Investors. The Users acknowledge and understand in particular that the Plaform is not a trading platform and that, as a consequence, they will not be able to buy/sell Digital Assets / Digital Securities via the Platform.

The Users acknowledge that any services or features not explicitely described in these T&C are NOT provided on the Platform. For example, the following activities remain under the sole responsibility of Issuers with no involvement of Taurus: calculation and payment of dividends/interests, instruction and processing of corporate actions, preparation and publication of statutory shareholder communications, organisation of shareholder meetings and assemblies, etc.

a. Electronic identification and onboarding of Investors

The Platform enables Issuers to electronically identify and perform due diligences on prospective Investors and/or Investors.

The Platform enables Investors to electronically identify themselves to (a) participate to capital increases and subscriptions organized by Issuers; and (b) register as Holders of already-issued Digital Securities / Digital Assets with Issuers.

To use the Platform and to benefit from the Service, the Users must go through an electronic identification and due diligence procedure. The due diligence requires natural persons to share the following minimum information: name and first name, date of birth, nationality/ies, permanent residence address, copy of an identity (ID) document with a photograph, proof of address, photograph (selfie), bank account number (IBAN) and private distributed ledger address. As part of the due diligence procedure, Taurus will perform consistency checks and screen Users against databases covering relevant information on sanctions, politically exposed persons and adverse media.

Taurus shall be entitled to ask the Users to supply information regarding the circumstances or background of their use of the Plaform. Where necessary, the Users must supply such information immediately. As long as the Users fail to supply the information requested by Taurus, Taurus shall be entitled to decline to execute the instructions received from the Users. If Taurus deems the information supplied to be unsatisfactory or incomplete, it may at its discretion immediately terminate the relationship with the Users or have access to the Platform blocked.

Issuers shall review the results of the screening to determine whether to reject a particular Investor, following a risk-based approach. Issuers shall appropriately document the screening, the results thereof and any clarifications conducted.

After a successful personal identification process and due diligence, the Users are granted access to their personal account on the Platform. Taurus has full discretion to accept or refuse a User on the Platform. If a User is refused access to the Platform, he/she shall contact directly the Issuer to be recorded or exercice its rights.

Taurus reserves the right to request a new verification of the identity at any time.

Taurus shall provide, upon request, all information and documents obtained as part of the performance of the due diligence procedures to the respective Issuer, for the Issuer’s records. Issuers are solely responsible to maintain their own books and records.

The electronic access to the Platform is governed by the Electronic access terms and conditions .

b. Digitization of Securities / creation of Digital Assets

The Platform enables Issuers to digitize Securities / create Digital Assets in electronic format and to initially allocate them to Investors.

In the case of Issuers being Swiss stock corporations, the digitization of Securities is implemented via the documentation of Uncertificated Securities and/or the creation of Ledger-based Securities on a Securities Ledger. Public Distributed Ledgers, such as the Ethereum or Tezos public mainnets, serve as the Securities Register, on which Ledger-based Securities are recorded.

If Taurus deploys a smart contract representing Digital Securities / Digital Assets, on behalf of an Issuer, the Issuer agree with the Taurus-TOKENIZE terms and conditions.

After initial allocation, Investors can view their Digital Securities / Digital Asset Holdings. Respectively, the Issuer can view the register of Investors.

c. Administration of capital increases and subscriptions

The Platform enables Issuers to carry out and administer capital increases, in particular to share and collect electronically subscription/investment documents from Investors (including prospectus if applicable).

The Platform enables Investors to review subscription/investment documents, agree with them and then submit them electronically to the respective Issuer. Each subscription/purchase is a direct contract between the Investor and the respective Issuer/subscriber. The Users understand and acknowledge that Taurus, in its capacity as operator of the Platform, is not a party to any such contract. Taurus does not act as an issuance house, i.e. it does not purchase or sale Financial Instruments (firm commitment) and/or it does not accept brokerage orders that involve Financial Instruments. Subscription funds are not channeled through Taurus, but directly to the respective Issuer/subscriber. The Issuers understand that subscription funds will need to be paid and received directly on a bank account opened in the name of the Issuer/subscriber (not an account held with Taurus). As a consequence, Issuers shall perform the following controls and reconciliations: (a) identify, clarify and document cases where subscription funds are different from the subscription amounts communicated via the Platform and/or subscription documents, and, if needed, return funds in excess, (b) verify that subscription funds only come from the bank accounts, indicated by Investors as part of the onboarding and that those accounts are effectively opened in their own name.

However, in some cases agreed with an Issuer, subscription funds may be channeled through Taurus and then forwarded to the respective Issuer. They will be paid and received directly on a bank account opened in the name of Taurus. Associated controls (see above) and reconciliation shall then be performed by Taurus.

After the successful closing of a capital increase, newly-issued Digital Securities / Digital Assets are initially allocated to Investors. After the initial allocation of Digital Securities / Digital Assets, Investors can view on the Platform that they are properly registered with Issuers as initial Holders of the Digital Securities / Digital Assets. Respectively, the Issuer can view the register of initial Investors.

In the case of Issuers being Swiss stock corporations, Investors may (if authorized and after applicable lock-up periods) request the delivery of their Digital Securities / Digital Assets in the form of Ledger-based Securities to their private distributed ledger address.

Taurus does not make any investment recommendations nor sollicitations through the Platform. The Users understand that private investments (e.g., private equity) in particular, are speculative and involve a high degree of risk and the Users who cannot afford to lose their entire investment should not invest. Prospective investors should carefully consider the risk warnings and disclosures for the investments set out therein and in the subscription documents. The value of an investment may go down as well as up and investors may not get back their money originally invested. Additionally, Investors will typically receive illiquid and/or restricted membership interests that may be subject to holding period requirements and/or liquidity concerns. Investments in private securities are highly illiquid and those Investors who cannot hold an investment for the long term (at least 10 years) should not invest.

It is strictly forbidden for Investors to participate multiple times in the same capital increase (“Multiple Participations”).

The Users understand that Taurus (in its capacity as operator of the Platform) does not participate with the Platform in the offering/placement of securities and that such offering/placement for the acquisition of securities is solely taken in charge directly by the Issuer itself. Hence, Taurus does not prepare, review nor endorse any investor documents (incl. any prospectus if applicable).

d. Register administration

The Platform allows Issuers to (1) maintain a register of Investors, and (2) register/unregister Investors, (3) book transfers notified to the Issuer and update the register accordingly. The register of Investors includes the list of registered Investors with the quantity of Digital Securities/Digital Assets owned. The scope of the register is limited to Digital Securities/Digital Assets administered with the Platform.

The Platform allows Investors to view their Digital Securities/Digital Asset Holdings with Issuers, as well as to register/unregister as owner in case of transfers on distributed ledger addresses. In the case of Issuers being Swiss stock corporations, transfers of Uncertificated Securities must be directly notified in writing, confirmed and registered with the respective Issuer outside the Platform. Transfers of Ledger-based Securities must be exercised and registered by the creditor in accordance with the registration agreement (if applicable).

In case of transfers, the Users understand and acknowledge that Taurus, in its capacity as the operator of the Platform, is not a party to any such Digital Securities/Digital Asset transfers. The Users also understand and acknowledge that Taurus is in no case a transaction intermediary and does not process any transactions with shares or other financial products. The transaction risk remains exclusively with the parties involved in the transaction.

e. Investor relations portal

The Platform allows Issuers and Investors to exchange information electronically (e.g., RSS/newsfeed, investor documents, FAQ).

The information available on the Platform, or any material provided in this context, is provided “as is” by Taurus with no commitment and no guarantee. Only the official publications and records maintained and reviewed by Issuers are binding. Any questions, requests, complaints or disputes by an Investor regarding an investment with an Issuer (e.g., number of shares held) or any information published about an Issuer on the Platform must be directly addressed and resolved by the Investor with the Issuer.

4. Availability of the service

The Users acknowledge that Taurus is making the Service available on a best effort basis through the Internet and that access to the Internet and the Service is dependent on numerous factors, technologies and systems, all of which are beyond the authority and control of Taurus. The Users acknowledge and agree that Taurus shall not be liable or responsible for any inability of the Users to access the Service. Taurus will strive to provide the Service or repair any fault under its full control, as the case may be, in an appropriate and generally accepted manner using the resources available during Swiss banking hours and days. The Users acknowledge and agree that Taurus may employ, delegate, engage, associate or contract with one or more affiliates, agents or service providers as Taurus may deem necessary or desirable to assist it in providing the Service or discharging its other obligations under these T&C; provided, however, that Taurus shall be held as responsible to the Users for the acts and omissions of any such affiliates, agents or service providers as it is for its own acts and omissions under these T&C.

5. Access to the Service; Restrictions on use

a. Access to the Service

In order to be able to fully use the Service, a registration with truthful representation of requested personal data of the Users is required. Multiple registrations are not permitted. There is no entitlement for registration or usage of the Service. The Users may only use the Service and perform the registration in their own name and for their own account. If the Users are using the Service on behalf of a business, that business accepts these T&C. The Users agree to ensure, that for the duration of the usage of the Service all provided personal data is accurate, has been truthfully provided and is up to date. The Users shall inform Taurus and the relevant Issuers immediately after the occurrence of any event that renders the aforementioned information inaccurate.

Taurus may decline a User at any time, without providing any reason. Moreover, Taurus may terminate the Users’ access to the Platform, at any time, and without prior notice.

The Users are obliged to ensure that their password and login data are not available to third parties. Exclusively the Users are responsible for the entirety of all actions taken through the Users’ account. Should the account be found related to any violation of these T&C, indications for misuse or should third parties have gained access to the account, the Users are obliged to immediately notify Taurus and/or the relevant companies/issuers thereof. The Users will never be asked for their password, neither by email nor by telephone.

Taurus is always and at any time entitled to restrict access to the Service, should this be necessary due to reasons of capacity, safety, or for the execution of other technical measures or similar reasons.

The Service is only available in selected jurisdictions, decided unilaterally by Taurus. Taurus may at any time decide to (i) ban Investors from selected jurisdictions to access the Service, (ii) add access to new jurisdictions or (iii) terminate/close access to existing jurisdictions.

It is strictly forbidden for Users to open multiple accounts on the Platform.

b. Certain restrictions on use and important information regarding the Service

The Users are solely responsible for all information and the usage that they makes available via the Service. The Users agree that they shall not use the Service (i) in a manner that negatively affects other Users or interferes with or disrupts the Service or that could otherwise bring the Service into disrepute; (ii) in any manner that intentionally or unintentionally violates any applicable law or regulation.

The distribution of prospectus, investor documentation and the offering of securities are restricted by law in certain jurisdictions. Therefore, the Users who would like to get Digital Securities/Digital Assets pursuant to an offering should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. The offering of Digital Securities/Digital Assets to persons resident in jurisdictions other than Switzerland may be affected by the laws of such other jurisdictions. No action has been or will be taken in any jurisdiction other than Switzerland that would permit a public offering of the offered Digital Securities/Digital Assets or the possession, circulation or distribution of investor documents or any other material relating to Issuers or the offered Digital Securities/Digital Assets in any jurisdiction where action for that purpose is required. Accordingly, the offered Digital Securities/Digital Assets may not be sold, directly or indirectly, and neither a prospectus (if applicable) nor any other offering material or advertisement in connection with the offered Digital Securities/Digital Assets may be distributed or published, in any form or in any country or jurisdiction except under circumstances that will result in compliance with any applicable laws, rules and regulations of any such country or jurisdiction. Persons resident in countries other than Switzerland should consult their professional advisors as to whether they require any governmental or other consents or need to observe any formalities to enable them to purchase offered Digital Assets/Digital Securities on the Platform.

Nothing on this Platform should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any Digital Securities/Digital Asset or security by Taurus. Under no circumstances should this Platform be considered as a prospectus, a registration statement, a public offering or an offering memorandum as defined under US, Canadian or any other Securities Laws. The Users are solely responsible for determining whether any investment, investment strategy, security or related transaction is appropriate for them based on their personal investment objectives, financial circumstances and risk tolerance. The Users should not act solely on the basis of any information contained on or referred to on this Platform Investors and users should consult with licensed legal professionals and investment advisors for any legal, tax, insurance, or investment advice. The statements and opinions expressed on the website are subject to change without notice.

The access to the Service is strictly forbidden for US persons or any person with their domicile in any geographic region that is subject to sanctions or embargos from the United Nations, the United States of America, the European Union, Switzerland, or any other sovereign country. It is each person’s own responsibility to ensure that he/she has the right to connect to the Service regarding their local applicable regulation.

Any person or entity whose domicile or registered address is in the following countries (“Minimum List of Excluded Jurisdictions”) is strictly excluded from accessing the Service and/or participating to any offering: Afghanistan, Burundi, Central African Republic, Cuba, Democratic Republic of Congo, Eritrea, Ethiopia, Iran, Iraq, Laos, Libya, Myanmar, North Korea, occupied Palestinian Territories, Pakistan, Russia and Somalia.

The Users is not allowed to provide or disclose any information regarding this Platform and its contents to citizens or residents of the United States of America and/or any other forbidden countries.

Any kind of commentary, information and documents made on the Platform in violation of law, including but not limited to racist, pornographic, offending, or else inappropriate or ill-mannered comments are not permitted. Breaches against this provision may result in a criminal charge against the Users, in the deletion of the respective post and in the immediate suspension of the respective User including a ban on his/her further use of the Platform.

The access to the Service does not grant the Users any right to access to any financial services (in particular trading and custody services) provided by Taurus SA in its capacity as a securities firm regulated by the Swiss Financial Market Supervisory Authority (“FINMA”). This Service is an IT service, it is not a financial service subject to FINMA’s supervision, nor a regulated financial service offering the possibility to the Users of initiating mediation proceedings before a recognised ombudsman in accordance with Title 5 of the Swiss Federal Financial Services Act.

Access to Taurus’ regulated financial services is restricted to professional and institutional investors only. If the Users meet the eligibility criteria to access Taurus’ regulated financial services, then he/she can elect to perform a proper onboarding to open a TDX account and a business relationship with Taurus SA. However, inversely, existing TDX clients may access the Platform with no further restrictions, using their existing TDX credentials.

6. Term; Termination

a. Term

These T&C are valid for the time of the usage of the Service by the Users, until Taurus decommissions the Service.

Taurus may terminate and decommission the Service at any time upon at least three (3) months notice to the Users (both Issuers and Investors).

An Issuer may request the termination of the Service, for its Digital Securities/Digital Assets only, at any time upon at least three (3) months prior written notice to Taurus.

b. Immediate termination or suspension

Taurus may, at any time and without delivery of prior written notice to the Users, terminate or suspend this Agreement for a User, in whole or in part, immediately if Taurus learns, or believes in its sole judgment, that (i) the Service has been or may be used by the Users for any illegal or unlawful purpose or in a manner that breaches any applicable law, regulation or these T&C; (ii) the Users are acting or has acted in a manner that threatens or may threaten the fair and orderly use of the Service.

c. Consequences of term and termination

Upon termination and decommissioning of the Service, the Users will be offboarded from the Platform.

When the Service is terminated for a given Issuer, the shareholder, participant and creditor rights of Investors vis-à-vis Issuers shall not be affected by the offboarding. After offboarding, Investors shall direct any requests and continue to exercice their rights direcly with the respective Issuers.

The Users acknowledge that Taurus cannot be held liable for any loss or damage of any kind resulting from the termination of the use of the Platform and/or the provision of the Service. All claims of Investors arising from or in context with the termination of the Platform use and the provision of the Services are directed exclusively to the respective Issuers.

In the context of offboarding, Issuers will be provided within 30 days after the termination date with the last version of the registry of Investors. If needed, Issuers are solely responsible to perform necessary statutory communications and publications regarding this change to their Investors. If necessary, depending on the situation, Issuers are also solely responsible to convert Ledger-based Securities into Uncertificated Securities or inversely to the extent permitted by their Articles of Association of the Issuer and shall bear alone the associated costs. Regarding the issuance of traditional securities, the Users must contact the Issuer.

In the context of offboarding, Investors must ensure that they are properly registered as holders of the respective Digital Securities/Digital Assets with Issuers so that they can continue to exercice their rights in direct with the respective Issuers.

7. Fees

The Service is free of charge for Users qualifying as “Investors”. The Service Fees charged to Issuers is set in the Order Form.

8. Proprietary information

The Users acknowledge and agree that Taurus owns and shall retain all right, title and interest in and to the Service, all components thereof, including without limitation all related applications, all application programming interfaces, User interface designs, software and source code and any and all intellectual property rights therein, including, without limitation all registered or unregistered (a) copyright, (b) trade mark, (c) service mark, (d) trade secret, (e) trade name, (f) data or database rights, (g) design rights, (h) moral rights, (i) inventions, whether or not capable of protection by patent or registration, (j) rights in commercial information or technical information, including know-how, research and development data and manufacturing methods, (k) patent and (l) other intellectual property and ownership rights, including applications for the grant of any of the same, in or to the Service and all other related proprietary rights of Taurus (together, with any and all enhancements, corrections, bug fixes, updates and other modifications to any of the foregoing and any and all data or information of any kind transmitted by means of any of the foregoing, the “Proprietary Information”). The Users further acknowledge and agree that the Proprietary Information is the exclusive, valuable and confidential property of Taurus. The Users acknowledge and agree that it shall not reverse engineer, copy, bug fix, correct, update, transfer, reproduce, republish, broadcast, create derivative works based on or otherwise modify, in any manner, all or any part of the Service or the Proprietary Information. The Users further agree to keep the Proprietary Information confidential and not to transfer, rent, lease, loan, sell or distribute, directly or indirectly, all or any portion of the Service or any Proprietary Information to any third party without the prior written consent of Taurus.

9. Data protection

Taurus will process personal data of the Users in compliance with applicable Swiss and European Union data protection laws. Taurus Privacy Policy provides more information, which Users may read. Taurus reserves the right to adjust and amend the Privacy Policy at any time.

Where applicable, for the purpose of proper registration as an Investor or potential Investor with one or several Issuers, including when contemplating to participate to capital increases, the Users consent and accept the disclosure of their name and all personal data to the relevant Issuers or agents of the Issuers, in accordance with the law and Taurus Privacy Policy. When receiving personal data about a shareholder or bondholder, Issuers commit to process, store and protect those private and confidential data with appropriate level of care and security in full compliance with the Swiss Federal Data Protection law, European General Data Protection Regulation (“EU GDPR”) and any other personal data law applicable to the Issuer.

The Users consent and accept that Taurus may collect and store personal information regarding the Users and share it in Switzerland or abroad with its affiliates, agents and service providers (e.g., identity document verification tool, blockchain analysis KYT tools, sanction screening databases, regulators, auditors) in order to: (i) provide the Service; and (ii) manage Taurus’ business, including, but not limited to User onboarding, financial and operational management and reporting, risk management, legal and regulatory compliance, promotion of its products and User service management. Taurus shall require any affiliate, agent or service provider to which it has disclosed data pursuant to this section to comply with.

The Users understand and agree that in the case where Digital Securities/Digital Assets are booked on public distributed ledgers (e.g., public Ethereum mainnet), some data, such as for example the number of units held by a given distributed ledger address, are public.

10. Use of personal data by Taurus

Users authorize Taurus to use their personal data to promote its services in its capacity as a securities firm operating an organized trading facility.

11. Liability of Taurus

In the context of this Service, Taurus is an information technology provider that only provides or makes available the Platform and the Service in accordance with these T&C.

The Users agree that, as far as legally permitted, any liability of Taurus for direct and indirect, material and immaterial damages, as well as consequential damages of any sort (such as forgone profit, suffered losses, cost of any sort), incurred based on the access, usage or inability to use the Service, an investment, or any use of the information provided through the Platform, such as documents, files, or other content, or the failure of an achievement or execution of a transaction, are explicitly excluded.

This limitation of liability is also applicable in case of fault-based liability of auxiliary persons and personal liability of employees, representatives and organs of Taurus.

In particular, Taurus is neither liable for any damages, whatsoever, incurred by the User or third parties, due to the behaviour of other Users (be it Issuers and/or Investors) related to the wrong, incorrect, faulty, inappropriate, or abusive use of the Service or due to usage that is not permitted by these T&C, nor for any content that is provided through other linked websites. Should any of the linked websites contain questionable or illegal content, we ask for immediate information thereof, as to enable an immediate deletion of the respective link.

Each and any investment is made in the sole discretion of the respective Investor who bears the full responsibility and the entirety of the risk associated with it. Taurus cannot be held liable for any sort of damage in relation with an investment or an investment decision of the respective investor, indifferently of the nature, be it financial or other.

Each and any offering/placement is made in the sole discretion of the respective Issuer who bears the full responsibility and the entirety of the risk associated with it. Taurus cannot be held liable for any sort of damage in relation with an offering or a placement, indifferently of the nature, be it financial or other.

The simple fact that a User has been successfully identified does not imply that a company or Taurus shall approve the User as an investor. Approving or refusing an investor remains at sole’s discretion of the respective Issuer or Taurus and Taurus declines all responsibilities to the fullest extent in relation to it.

The Users will hold harmless and indemnify Taurus and its affiliates, directors, officers, agents and employees from any claim, action or proceedings arising from or related to the use of the Service or violation of these T&C, including any liability or expense arising from claims, losses, damages, judgements, litigation costs and legal fees.

12. Warranties

Taurus warrants to Issuers and Investors that: (a) it is duly organized and validly existing under the laws of Switzerland, and it has full power to conduct its business as currently conducted; (b) it have full power and authority to enter into and perform its obligations under these T&C; (c) the execution and performance of the obligations under these T&C do not violate any provision of Taurus’ articles of incorporation and/or any other governing documents and/or laws applicable to Taurus; (c) it has the requisite professional knowledge and technology to perform the Service, in particular the onboarding and due diligence procedures.

Issuers warrant to Investors and Taurus that: (a) they are duly organized and validly existing under the laws of the jurisdiction in which they were formed or incorporated and they have full power to conduct their business as currently conducted; (b) they are not a US Person in accordance with our website terms of use; (c) they have full power and authority to enter into and perform their obligations under these T&C; (d) the execution and performance of the obligations under these T&C and the capital increases do not violate any provision of the Issuers’ articles of incorporation and/or any other governing documents and/or laws applicable to the Issuer; (e) they are not subject to any dissolution, voluntary or involuntary, liquidation, bankruptcy, postponement of bankruptcy, composition or similar proceedings; (f) they have carefully selected and reviewed the Platform, they confirm that the Platform meet their needs and the use of the Platform has been duly authorized, executed and delivered on its behalf by persons empowered to do so; (g) Digital Securities/Digital Assets (incl. Uncertificated Securities and/or Ledger-based Securities) have been and will be validly issued according to applicable laws, corporate status, articles of association and regulations; (h) capital increases, involving public offerings/private placements, have been and will be validly executed according to applicable laws (incl. securities and finance laws), corporate status, articles of association and regulations, including foreign laws and regulations.

When performing capital increases/offerings, Issuers warrant that they have sought for proper legal and tax advices. Issuers confirm that they understand that an offer to buy securities, or any solicitation to such effect is subject to strict legal and regulatory rules and requirements varying across jurisdictions and it warrants that it will, at all times, comply with those rules and requirements, in particular when making public offering and/or communication.

Investors warrant to Issuers and Taurus that: (a) they have the requisite power and authority to enter into and perform its obligations under this T&C; (b) they are acquiring Digital Securities/Digital Assets for their own account and they are not acting on behalf of any third party as agent, fiduciary or in any other capacity; (c) they are the sole beneficial owner of the funds used to pay subscription prices, and in particular of all assets credited to their personal distributed ledger address or to the Issuers’ distributed ledger address, (if the Investor has delegated the holding of the Tokens to the Issuer on its behalf); (d) their personal distributed ledger address is valid and existing and the private keys relating to these addresses are owned and controlled solely by themselves; (e) they have read, reviewed and understood the subscription/investment documents and all information that the they deem necessary or appropriate regarding capital increases; (f) in making their decision to subscribe to a capital increase, they (1) have made their own investment decision with respect to Digital Securities/Digital Assets based on their own knowledge regarding the Digital Securities/Digital Assets and the Issuers; (2) have sufficient financial and business knowledge and experience, as well as expertise in the evaluation of credit, market and all other relevant risks, and are able to evaluate, and has evaluated, independently the merits, risks and advisability of purchasing the Digital Securities/Digital Assets; (3) understand private equities, private debts, crypto-currencies, distributed ledger technology and services, and fully understand the risks associated with the Digital Securities/Digital Assets as well as the mechanics of using Digital Assets; (4) acknowledge that investments in the Issuers involves substantial risks; (5) can afford the complete loss of such investments; and (6) understands and agrees with the risks involved in tokenized securities; (g) they are aware that the Digital Securities/Digital Assets are offered solely through direct contact between themselves and Issuers, and not through any other means, including through any form of general solicitation or general advertising; (h) they are not a person with a registered address in, or a resident, citizen or national of, one or more countries in which it is unlawful to accept an offer to purchase the Digital Securities/Digital Assets; (i) they have not taken and will not take any action in any country or jurisdiction that would constitute a public offering of the Digital Securities/Digital Assets or require registration of a prospectus or any other offering material, and will not distribute prospectuses or any other offering material in any country or jurisdiction where action for that purpose is required; (j) neither the Investors, its affiliates, nor any person acting for or on behalf of the Investors (1) has offered or sold, or will offer or sell, any Digital Securities/Digital Assets to persons in the United States or to persons outside the United States acting on a non-discretionary basis for persons in the United States, in each case in a manner that would require the registration of such Digital Securities/Digital Assets under the Securities Act, (2) has engaged or will engage in indirect selling efforts (as such term is defined in Regulation S) with respect to the Digital Securities/Digital Assets, or (3) has engaged or will engage in any form of general solicitation or general advertising in connection with any offer or sale of the Participation Notes or in any manner involving a public offering in the United States; (k) they are not subject to and are not a resident of any jurisdiction that is subject to economic sanctions or trade embargoes imposed by (1) Switzerland, (2) the United Nations Security Council, (3) the European Union or any member state of the European Union, (4) the United States authorities, in particular OFAC and the U.S. Department of State, (5) Investors’ country of residence, or (6) other economic sanctions or trade embargoes issued by any other authority; (l) they are not a US Person in accordance with our website terms of use.

Investors hereby acknowledge that they are purchasing Digital Securities/Digital Assets on an “as is” basis, without any express or implied warranty. In particular, and without limiting the foregoing, Investors acknowledge that Taurus nor Issuers makes no representations as to budgets, business plans or other projections of a financial, technical or commercial nature concerning the Issuers’ business or as to the value of the Digital Securities/Digital Assets.

13. Modifications to the Service

Taurus reserves the right to modify or discontinue, temporarily or permanently, the Service or any features or portions thereof without prior notice. The Users agree that Taurus will not be liable for any modification, suspension or discontinuance of the Service or any part thereof.

Taurus reserves the right to change or modify these T&C at any time and in its sole discretion. If Taurus makes changes to these T&C, it will provide notice of such changes, such as by providing notice through the Service or via electronic mail (email), or by updating these T&C on its website. The Users continued use of the Service will confirm their acceptance of the revised T&C. If the Users do not agree to any amended T&C, they must stop using the Service.

The version of these T&C currently in force, as amended from time to time, can be accessed on the Taurus legal website at legal.taurushq.com.

14. Force majeure

Any failure of performance by Taurus will not be considered a breach and will be excused to the extent such delay in or failure is caused by any event beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authorities, strikes or other labor disputes, fires, interruptions in telecommunications or Internet or network service providers, acts or omissions of a third party hardware or software supplier or a third party communications provider, power outages and governmental restrictions.

15. Severability

If any provision of these T&C is or becomes invalid or unenforceable, the remaining provisions shall continue to be binding.

16. Governing law

This Agreement is governed by and construed in accordance with the laws of Switzerland. The Users and Taurus agree to submit to the exclusive jurisdiction of the state and federal courts located in Geneva, Switzerland, for the adjudication of any case or controversy arising under this Agreement and the parties hereby waive their right to a trial by jury in any such litigation.