Terms and Conditions
These Terms of Service (hereinafter referred to as the “Terms”) govern your (hereinafter referred to as the “Investors”, “Collectors” and/or “You”) access to and use of the Tokengate digital Marketplace (hereinafter referred to as the “Marketplace”) [https://go.tokengate.app] for financing and investing op- portunities, the affiliated websites, applications, information, and other services that link to these Terms, including: (a) the dashboard, where Users can connect to third-party wallet solutions to display their asset balances, view any open asset reservations and subscriptions, and (b) the Marketplace, where the creators of projects (hereinafter referred to as the `"`Issuers`"`) can publish it and the Investors/Collectors (hereinafter referred to as the `"`End-Users`"`) invest (hereinafter collectively referred to as the `"`Users`"`) in projects of the Issuers that are Security Token Offerings (hereinafter referred to as `"`STO`"`) and/or Non-Fungible Token (hereinafter referred to as `"`NFT`"`) Offerings (hereinafter referred to as `"`NFTO`"`) listed on this Marketplace (hereinafter collectively referred to as the `"`Services`"`).
1. What you need to know
The Services do not offer financial advice, the acquisition, and sale of financial instruments by us or another User for your account, portfolio management, investment management, or any consulting or advisory services to you by us or any other User and are not an invitation to you to subscribe for or purchase any securities or any other financial instruments. We are also not offering any deposit or cus- todial services for cryptographic or other assets. We are not a bank or financial institution and do not provide financial services or financial market infrastructure. We are also not simplifying any means of payment or transfer of FIAT funds or digital cryptocurrencies between You and the Issuers.
We are a service provider that offers a digital Marketplace for Users to get a consolidated dashboard overview of their asset balances on a third-party wallet solution, view any open asset reservations and subscriptions, and access and use the Marketplace with investing opportunities by means of buying, transferring, and trading digital assets in the form of Security Tokens and/or NFTs.
Only You have access to your assets held with third-party wallet solutions. Viewing your balances of assets in the Services is thus only possible if the third-party wallet solution where You hold your assets is compatible with the Web3 library (allows the connection with third-party wallets) integrated into the code of our Services. You may have also the option (if offered to you by the Issuers) to hold your NFTs on a third-party provider wallet solution (custodian wallet) provided by cybavo (https://www.cybavo.com/contact/) if you do not already hold your own wallet.
By using the Services, You agree to be bound unconditionally by these Terms and also confirm that you are at least 18 years old. If You do not want to agree to these Terms, you must not access or use the Services. Any use of the Services without your unconditional acceptance of these Terms shall be at your sole risk in case of damage. As such, you acknowledge that we exclude all liability to the extent permitted by applicable law (see section 7).
2. Type of Offerings on the Marketplace
When accessing the Marketplace, two types of projects/investment opportunities are offered to You on its first webpage; that are STO and NFTO. These different projects are separated and can be accessed by selecting the type of project of your choice on the Marketplace.##
An STO is a digital Token supported by blockchain technology that represents a stake in an asset or project for which the Issuer is trying to obtain digital funding from Investors through a tokenization pro- cess. You are given specific rights once You invest in the relevant project and obtain Tokens accord- ingly.
NFTs are collectible digital assets that hold value in the form of Tokens as well as in forms of digital representation of arts such as collectibles, music, videos, art pieces, GIFs, designer sneakers, and sports highlights, virtual avatars, and video games (collectively referred to as “Artwork”) running on the blockchain technology (Ethereum or other if requested by the Issuer) of the Marketplace. In the essence, the End-Users can get a digital file (NFT) with ownership rights.
By purchasing/investing in NFT projects through the process of NFTO, You will be offered NFT licenses’ rights included in the relevant Tokens limiting the use of the Artwork. The license’s rights are determined by the Artists of the NFT.
3. Accessing the Marketplace offerings
The Marketplace of the Services displays investment opportunities in third-party projects such as STOs and NFTOs. You acknowledge that all such offerings offer constitutes offers by independent third parties (Issuers) that have not been reviewed or rated by us (hereinafter referred to as the “Third-Party Offerings”).
When You access Third-Party Offerings you acknowledge that:
the information in connection with Third-Party Offerings is solely provided by the Issuers of the respective projects and may not be construed as advice or invitation to any person by us to subscribe for or purchase any securities or any other financial instrument or as an invitation or an offer to sell or a solicitation of an offer to subscribe for or purchase any securities or any other financial instrument in any jurisdiction, even if such an invitation, offer or solicitation can lawfully be made by us without compliance with any registration or other legal requirements.
granting you access to Third-Party Offerings is neither legal, business, tax, accounting, investment, consulting or advisory, purchase nor other advice.
when you access Third-Party Offerings, you are urged to consult your own advisers as to legal, business, tax, regulatory, accounting, financial and other consequences of a potential investment in Third-Party Offerings.
the access and use of the information contained in Third-Party Offerings are subject to the conditions set out therein and according to the instructions of the publishing party.
the distribution of the information contained in Third-Party Offerings may be restricted, and accordingly, you must inform yourself about the above-mentioned information and observe such restrictions.
You are responsible for your use of Third-Party Offerings, including compliance with applicable laws, rules, and regulations.
any use or reliance on Third-Party Offerings or obtained by you through such Third-Party Offerings is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Third-Party Offerings or communications in this regard or endorse any opinions or statements expressed in Third-Party Offerings.
we do not recommend or make any representation as to possible benefits from any investments in Third-Party Offerings and do not endorse any Third-Party Offerings.
we are a technology solution provider running on the Ethereum (and Polygon; layer 2 of Ethereum) network using already existing smart contracts (ERC-20 & ERC-721) and/or specially developed smart contracts that provide an immutable ledger of all transactions that occur on Tokengate (“Smart Contracts”).
we do not perform any investment, financial, or other due diligence on Third-Party Offerings that would be required to rate or endorse offerings.
you warrant that You will perform your own due diligence on Third-Party Offerings.
all content in Third-Party Offerings is the sole responsibility of the person who originated such content.
we do not monitor or control Third-Party Offerings published on the Marketplace and we cannot take responsibility for such Third-Party Offerings.
any rights you may have according to financial market laws in connection with Third-Party Offerings are to be asserted against the party responsible for the respective Third-Party Offering.
You acknowledge that investments in Third-Party Offerings require sufficient knowledge and experience in business and financial matters as well as Third-Party Offerings associated with distributed ledger technology, sufficient understanding of technology, cryptographic tokens, and other digital assets, smart contracts, and storage mechanisms. You may lose all amounts paid to the Issuer of the Third-Party Offering. In addition to the risk of loss, there are many other risks associated with investments in Third- Party Offerings. Such risks may further materialize as unanticipated variations or combinations. How- ever, by accepting these Terms, You acknowledge that we are not responsible for any loss and/or damage related to the security of the use of the blockchain technology including all related fea- tures such as third-party wallet, etc., and all services provided by Third-Party Service Providers.
We may be in a natural conflict of interest situation that could have a negative impact on You. For example, we offer the functionality of the Marketplace to Issuers of Third-Party Offerings and you as a potential Investor. Your investment interests in the Third-Party Offerings and our interest in offering technology solutions to Issuers of Third-Party Offerings may result in a conflict of interest, as You, we, and the Issuer, each, have different interests. In particular, You are interested in the quality of Third- Party Offerings, we are interested in providing high-quality technical solutions to attract as many Issuers as possible, and the Issuers are interested in finding potential End-Users.
4. Publishing of Third-Party Offerings
The Services allow Issuers to publish their projects as Third-Party Offerings on the Marketplace as investment opportunities for the End-Users. The publishing of Third-Party Offerings is subject to the following conditions:
The Issuers will not make any statement to the contrary of the following and acknowledge that:
(i) we are not responsible for any Third-Party Offerings published by the Issuers on the Marketplace, and we do not monitor or control any such Third-Party Offerings..
(ii) The Issuers are responsible for your Third-Party Offerings, including compliance with applicable laws, rules, and regulations.
(iii) all content in any of your Third-Party Offerings is the sole responsibility of the Issuers; and
(iv) by allowing the Issuers to publish any Third-Party Offerings on the Marketplace, we do not recommend or make any representation as to possible benefits from any investments in such Third- Party Offerings and do not endorse such Third-Party Offerings.
The Issuers warrant that:
(i) they have obtained and maintain all necessary licenses, approvals, and consents required by the applicable law to publish your Third-Party Offerings on the Marketplace and issue directly or indirectly (via a financial intermediary) the financial instruments to potential End-Users; and
(ii) the documentation for the financial instruments, comply with all applicable legal and regula- tory requirements, including but not limited to the legal and regulatory requirements in connec- tion with the offering of financial instruments in the respective form to the End-Users to be ad- dressed.
5. We are currently in Test-Phase
The Services are currently in a test phase and not all features are enabled. Due to the nature of testing, features may be changed, extended, or removed. You acknowledge that in particular, but not exclusively (see below) in the test phase, the risks for errors, inaccuracies failures, corruption, or loss of data, are very high. You agree that we are not responsible for any costs, expenses, or other liabilities you may incur as a result of your testing, and that also during the test phase, our liability, and that of our parent(s), affiliates, related companies, officers, directors, employees, agents, representatives, partners, and li- censors, is limited to the maximum extent permissible in your country of residence.
6. Who may Use the Services
The Users may use the Services only if they agree to form a binding contract with us and are not a person barred from receiving services under the laws of the applicable jurisdiction. In any case, the Users must have the legal capacity to form a binding contract with us under the applicable law. If the Users are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, they warrant that they are authorized to do so and have the authority to bind such entity to these Terms.
8. Using the Services
Your use of the Services must not violate any applicable laws, or regulations, including financial market, laws, export control laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Services complies with laws and any applicable regulations.
You may not use, encourage, instigate, promote, facilitate, or instruct others to use, the Services for any illegal, harmful, fraudulent, or infringing use.
Our Services evolve constantly. As such, the Services may change from time to time, at our discretion. We may stop (permanently or temporarily) providing the Services or any features within the Services to You or the Issuers generally. We also retain the right to create limits on use at our sole discretion at any time. We may suspend or terminate Users reclaiming trading tools without liability to You.
9. Fees we may Charge
We expressly reserve the right to charge fees for the use of all or specific functions of the Services (including additional functionalities added at a later stage), now or in the future and as set out in con- nection with the respective Services (see fees and payment terms when accessing a fee-based service). Some features of the Services may require the possibility of automated fee collection (direct debit) through APIs, which require the use of supported third-party solutions (e.g., payment service providers such as credit cards or other companies). By using any of the supported third-party solutions for auto- mated collection, You acknowledge that such solutions are not offered by us, they are governed by separate terms and conditions, we do not have control, and we are not responsible for any costs, ex- penses, other liabilities, damages or losses You may incur as a result of using such solutions. The support of a specific solution is neither a recommendation nor a guarantee or warranty for such a solu- tion.
10. Information and Content Available
The Services include information and content from us as well as from websites, databases, or platforms offered by independent third parties. Links to such other websites, databases, or platforms or information and content from such websites, databases, or platforms are neither a recommendation nor a guarantee or warranty and do not mean that we agree with the intended usability, contents, and functionalities of such websites and platforms.
Any use or reliance on any information or content available via the Services - whether provided by us or by third parties -obtained by You through the Services is at your own risk and you acknowledge that we exclude all liability to the extent permitted by applicable law. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any information and content made available via the Services.
11. Your Account
You need to create an account to use our Services. You are responsible for safeguarding your account, so use a strong password and limit its use to this account. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above. Your account should be kept personal to You and not shared with other people.
You can control most communications from the Services. We may need to provide You with certain communications, such as service announcements and administrative messages. These communica- tions are considered part of the Services and your account, and You may not be able to opt out from receiving them.
12. Your Right to Use the Services
We give you a personal, worldwide, royalty-free, non-assignable, and non-exclusive right to use the software provided to You as part of the Services. This license has the sole purpose of enabling You to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms.
Nothing in the Terms gives you a right to use our name or any of our logos, domain names, other distinctive brand features, and other proprietary rights. All right, titles, and interests in and to the Services are and will remain the exclusive property of us and our licensors. Any feedback, comments, or sugges- tions you may provide regarding us, or the Services is entirely voluntary, and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to You.
13. Ending These Terms
You may end your legal agreement with us at any time by deactivating your accounts and discontinuing your use of the Services.
We may suspend or terminate your account or cease providing you with all or part of the Services at any time for any or no reason, including, but not limited to, if we reasonably believe: (i) You have violated these Terms, (ii) You create risk or possible legal exposure for us; (iii) your account should be blocked due to prolonged inactivity; or (iv) our provision of the Services to You is no longer commercially viable. We will make reasonable efforts to notify you through the Services the next time you attempt to access the Services, depending on the circumstances. In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except that the following sections shall continue to apply: sections 3, 7, 8, 13, and 15.
14. Limitations, Release and Idemnification
By using the Services, You agree that our liability, and that of our parent(s), affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors, is limited to the maximum extent permissible in your country of residence. This implies that we shall not be liable to You in contract, tort (including negligence), or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption, or any losses which are not reasonably foreseeable by us arising, directly or indirectly from (and not limited to):
Your use of or your inability to use our Services.
Delays or disruptions in our Services.
Viruses or other malicious software obtained by accessing or linking to our Services.
Glitches, bugs, errors, or inaccuracies of any kind in our Services.
Damage to your hardware device from the use of any Services.
The content, actions, or inactions of third parties, including items listed using our Services.
A suspension or other action taken with respect to your account; or.
Your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to these Terms or our policies.
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to You.
If you have a dispute with one or more Users of the Services (including but not limited to End-Users, and Issuers that published Third-Party Offerings), You agree to release us from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabil- ities, and expenses, including attorneys’ fees, arising out of your use of the Services, including but not limited to your violation of these Terms, provided that we (i) promptly gives You written notice of the claim, demand, suit or proceeding; (ii) give You sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that You may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases us of all liability); and (iii) provide to You all reasonable assistance, at your expense.
We may revise these Terms from time to time. The changes will not be retroactive, and the most current version of the Terms, which will always be published on https://tokgengate.io/terms, will govern our relationship with you. Other than for changes addressing new functions or made for legal reasons, we will notify You 30 days in advance of any changes to these Terms that impact the rights or obligations of any party to these Terms, for example via our website or other communication channels. By continu- ing to access or use the Services after those revisions become effective, You agree to be bound by the revised Terms.
If any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
These Terms are an agreement between You and DSENT AG, Zug, Switzerland. If you have any questions about these Terms, please contact [email protected]
These Terms are governed by the laws of Switzerland. The United Nations Convention on the Interna tional Sale of Goods shall not apply. Any disputes arising under or in connection with these Terms are subject to the exclusive jurisdiction of the courts of the city of Zug.
Effective: September 23, 2022