logo2

General Platform Terms & Conditions

Updated 17 February 2025

1. Application and Acceptance

These Terms & Conditions (hereafter referred to as “Terms”) establish the conditions under which access to and use of the investor management tool known as Realestate.exchange (hereinafter “REX” or the “Platform”) and any related services or applications (collectively, the “Platform”) are governed. The Platform is managed and owned by DigiShares, Inc. (“The Company”, “DigiShares,” “REX”, “We” or “Our”). 

These Terms govern any individual who creates an Account with REX for the purpose of accessing details related to shareholdings in a company and/or to access the services of Texture Capital Inc. (hereinafter called “Texture”) to receive trading and listing services on the Texture Alternative Trading System (the “ATS”). This applies whether the individual acts in a personal capacity or as a representative of a business entity.  

These Terms apply to all clients of REX (that is “the User”, “You” or “Your” accordingly) who have not entered into a separate, signed agreement with REX and/or DigiShares, Inc. Where applicable, these Terms may also operate in conjunction with other agreements between DigiShares and you. By using the Platform or Services, you acknowledge and agree to these Terms. If you do not accept them, you must refrain from accessing or utilizing the Platform and Services.  

Definitions

“Account” means your online account with the Platform, allowing you to use the Platform’s investor management tool and access the Texture integration.

“Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Company, including but not limited to parent companies, subsidiaries, affiliates, partnerships, joint ventures, and any other legal entities that share a common ownership or governance structure with the Company, whether through equity ownership, contractual arrangements, or other means.

Agreement” means the Terms, and any amendments from time to time, alongside any other terms notified to you from time to time.

“Confidential Information” means (i) any information (including any and all combinations of individual items of information) disclosed (directly or indirectly) by the disclosing party to the recipient party pursuant to this Agreement that is in written, graphic, machine readable or other tangible form (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, formulations, specifications, product configuration information, marketing and finance documents, prototypes, samples, data sets, and equipment) and is marked “Confidential,” “Proprietary” or in some other manner to indicate its confidential nature; (ii) oral information disclosed (directly or indirectly) by the disclosing party to the recipient party pursuant to this Agreement; provided that such information is designated as confidential at the time of its initial disclosure and reduced to a written summary by the disclosing party that is marked in a manner to indicate its confidential nature and delivered to the recipient party within thirty (30) days after its initial disclosure; and (iii) information otherwise reasonably expected to be treated in a confidential manner under the circumstances of disclosure under this Agreement or by the nature of the information itself.  Confidential Information may include information of of a third-party that is in the possession of the disclosing party and is disclosed to the recipient under this Agreement.  

“Computing Environment” means all your hardware, software, information technology services and systems.

“Consequential Loss” means any indirect or consequential loss, including but not limited to, actual or anticipated loss of profit, loss of reputation, loss of revenue, loss of savings, loss of business, loss of goodwill, loss of benefit, loss of opportunity, loss of use, and/or loss or corruption of data, whether arising under statute, contract, equity, tort (including negligence), indemnity, or any other legal theory.

“Force Majeure” or “Force Majeure Event” means any extraordinary situation beyond the control of either party, such as, but not limited to, natural disastors, war or an act of God, which shall relieve both parties from liability against each other.

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, internet domain names, Confidential Information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs).

“Platform” means the investor management tool known as Realestate.exchange (hereinafter “REX” or the “Platform”) and any related services or applications (collectively, the “Platform”).

“Services” means services provided to a User through the Platform (or otherwise) in accordance with these Terms, including the ability to view, share, or manage holdings of shareholdings.

“Terms” means these General Platform Terms and Conditions, which may be updated, modified, or replaced at DigiShares’ sole discretion from time to time.

“Third-Party Inputs” means goods, services, or contributions provided by third-parties.

“User” means alls Users employing the services of the DigiShares Platform.

“User Data” means the data and information provided to DigiShares by, or on behalf of, a User in connection with the provision of Services or use of the Platform.

2. Terms of Service

Eligibility and Account Registration

To access the Services provided by DigiShares, you must create an Account. By registering, you affirm that:  

  1. a) You have read, understood, and accepted these Terms;  
  2. b) Your use of the Platform, Services, and website will comply with these Terms; and  
  3. c) If you are registering on behalf of a company or another individual, you have full authority to do so, and your actions do not violate any legal obligations owed to third-parties.  

If you disagree with these Terms, you must not use the Platform or Services. 

Security and Account Responsibility 

You are solely responsible for maintaining the confidentiality of your login credentials and securing your Account. Any actions taken using your login details will be considered authorized by you, even if performed without your knowledge. Your login credentials will serve as your digital signature for approving activities on the Platform.  

Third-Party Access

In the event that you authorize third-parties to access your Account or make changes on your behalf, you assume full responsibility for all actions taken by such third-parties. Similarly, if you are acting as an authorized third-party, you confirm that you have read these Terms and are legally authorized to perform actions on behalf of the Account holder/User.  

Use of Services and Content Restrictions 

While using the Platform and Services, you agree to:  

  1. a) Refrain from using the Platform for any unlawful purposes.
  2. b) Avoid interfering with the functionality, performance, or accessibility of the Platform.  
  3. c) Interact with the Platform in any way which can be considered defamatory, harmful, or breaches the Intellectual Property Rights or privacy of others.  
  4. d) Indemnify DigiShares and other Users against liabilities arising from actions conducted by you that violates these Terms.  
  5. e) Only enter into these Terms if you have the authorizations to do so and will comply with these Terms.
  6. f) Comply with any notice/condition that we have posted or sent to you within the Platform, on the website or via electronic mail.  
  7. g) Provide us, on request, necessary information and data required by us to enable you to use the Platform and Services in accordance with these Terms.

Employee and Contractor Access  

By registering an Account, you permit DigiShares employees, partners and contractors to access your Account solely for the purpose of providing Services or managing the Platform, as governed by these Terms.  

Service Availability and Interruptions  

DigiShares strives to provide reliable Services, but there may be times when the Platform is unavailable due to maintenance or circumstances beyond our control. While we will make reasonable efforts to notify you in advance of planned outages and resolve unplanned interruptions promptly, we are not liable for any disruptions or downtime.  

Communications and Notifications

You agree to receive all communications related to your Account, including updates about your holdings, operational matters, and promotional content, via the email address provided during registration. While you may opt out of promotional messages, you cannot opt out of essential operational updates related to the Platform and Services.  

Users in the United States of America

The Platform and Services are intended for Users located within the United States of America (USA). All promotional materials and communications issued by DigiShares and its Affiliates are directed exclusively towards Users in the USA and should not be construed as a solicitation for Users outside of the United States.

3. Third-party Partners

Relationship between User and Third-party Partners

Any interaction, arrangement, or contractual relationship between the User and DigiShares’ third-party partners, as referenced in this Section 4, shall be governed exclusively by a separate agreement entered into between the User and the respective third-party. DigiShares shall not be a party to such an agreement and disclaims all liability for any disputes, claims, or issues arising from or related to the terms or performance of said agreement. Users acknowledge that access to and use of services provided by these third-party partners require compliance with the terms and conditions set forth in the separate agreement, and it is the User’s responsibility to ensure full adherence to those provisions.

Texture Alternative Trading System

To access and utilize the services provided by Texture Capital Inc. (“Texture”), a FINRA member broker-dealer and operator of an SEC-registered Alternative Trading System, the User must enter into separate agreements with Texture and comply with all terms, conditions, and requirements stipulated therein. The User acknowledges and agrees that DigiShares (nor its subsidiaries) is neither an ATS, a Broker-Dealer, an investment firm, nor financial institution, and its relationship with Texture is strictly limited to providing a software integration enabling access to the ATS. All activities and operations related to the ATS, including but not limited to compliance with the SEC, are solely facilitated and administered by Texture. DigiShares disclaims all liability for any ATS-related activities or obligations arising under the User’s agreement with Texture. To use the Texture integration, Users agree to allow DigiShares to obtain and transfer User data from and to Texture.  

Onboarding

As part of the customer onboarding process, DigiShares may engage third-party service providers to perform necessary verifications, assessments, or other related activities. The User acknowledges and agrees that such third-party services require the User to enter into separate agreements with those third-parties and to comply with all terms, conditions, and requirements set forth by them. DigiShares disclaims all liability arising from or connected to any agreements or obligations between the User and such third-party service providers. The User further consents to DigiShares obtaining and utilizing information derived from these third-party onboarding processes solely for the purpose of fulfilling its obligations under these Terms and providing the services offered on the Platform. DigiShares ensures that such information will be handled in accordance with applicable laws and regulations governing data protection and confidentiality. The User acknowledges that DigiShares is not responsible for the accuracy, timeliness, or completeness of information provided by third-party service providers and that any liability for errors, omissions, or delays in such information rests solely with the third-party.

4. User Data

Accuracy and Compliance 

Users acknowledge and agree to the following:  

  1. a) The Company is under no obligation to verify the accuracy, completeness, or validity of any User Data submitted in connection with the Services.  
  2. b) The performance, reliability, and functionality of the Platform and/or Services are contingent upon the accuracy, completeness, and quality of the User Data provided by Users.  
  3. c) The Company disclaims all liability for any errors, disruptions, or failures of the Platform and/or Services arising from the provision of inaccurate, incomplete, or defective User Data.  

User Representations and Warranties  

Users are responsible for ensuring that their use of the Platform and/or Services and their management of User Data comply fully with all applicable laws and regulations. By submitting User Data (including uploading it to the Platform), Users represent and warrant that:  

  1. a) They have obtained all necessary authorizations, consents, and permissions to provide the User Data to the Company and to grant the rights outlined in these Terms.  
  2. b) The submission, transfer, and use of User Data by the Company, as permitted under these Terms, do not breach any laws, including but not limited to those related to export controls or electronic communications, nor infringe upon the rights of any third-party, including Intellectual Property Rights, privacy, or publicity rights. Additionally, such actions are consistent with all applicable privacy policies and data protection laws in the User’s jurisdiction.  

Permissions Granted to the Company

By registering an Account and utilizing the Platform, Users grant the Company the right to host, store, back up, and access User Data as required to provide the Services. This may include transferring User Data to the Company’s affiliated entities or to organizations and companies in which Users hold securities, as necessary to facilitate the Services or manage the Platform effectively.  

Responsibility for User Data

Subject to the terms in the Company’s Privacy Policy, the Company accepts no responsibility or liability for User Data beyond the terms stated in the Privacy Policy

5. Security

Security Measures

The transmission of User Data via the Platform and/or Services may involve networks that are not owned, managed, or controlled by the Company. While the Company takes reasonable steps to implement robust security protocols to protect User Data from security threats, it does not guarantee that such measures are error-free, impervious to unauthorized access, or that transmissions will always remain secure. The Company disclaims liability for any User Data that is lost, altered, intercepted, or otherwise compromised across such networks. Some examples of the security measures that we enact: 

Access Control (AC): DigiShares limits access to its services and systems to authorized personnel only. Client deployment details, database access, client contacts as well as communication channels are strictly restricted to employees with explicit responsibilities in the domain. Depending on the role within the organization, devops, developers, incident response members get different levels of access within the company.

Awareness and Training (AT): Before being granted access to sensitive information, employees must go through a training session during which they are informed of the potential dangers and damages their actions can cause. All employees with doubts and questions have continuous access to internal legal counsel for further clarifications.

Incident Response (IR): DigiShares continuously aims to improve the response type and plans during emergency situations. As part of this process, the team members are instructed to document all incidents they are part of, for future reference and in order to help plan ahead. 

Data Backup

Users are solely responsible for ensuring that all User Data is backed up independently. While the Company implements internal measures designed to minimize data loss, it does not guarantee the absence of such loss. The Company also does not warrant that any backups it performs will be accurate or complete. The Company disclaims all liability for any loss or damage arising from or connected to the loss of User Data.  

Use of Third-Party Services  

In delivering the Services, the Company may engage third-party providers (“Third-Party Services”) to assist with fulfilling its obligations under these Terms. This may include hosting, cloud storage, or other data management services. The Company remains responsible for ensuring that any Third-Party Services adhere to the Privacy Policy.

Data Retention and Deletion

At its sole discretion, the Company may retain User Data for a minimum period of seven (7) years following the termination of the Agreement, or longer if required by law or for audit and compliance purposes. Users may request the deletion of their User Data by submitting a formal notice to the Company. Upon receipt of such a request, the Company will delete the specified User Data within thirty (30) days, provided there is no legal or regulatory requirement to retain the data.  For clarity, any User Data stored on the Account of a company in which the User holds securities will not be deleted unless the respective company submits written authorization to the Company approving the deletion of such data.  

6. Warranty and Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND ALL PERFORMANCE PROVIDED UNDER THESE TERMS BY DIGISHARES ARE DELIVERED ON AN “AS-IS” BASIS AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. THIS INCLUDES, BUT IS NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, ACCURACY OF DATA, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. DIGISHARES MAKES NO WARRANTY BASED ON TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. WE MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF ANY SERVICES, MATERIALS, OR RELATED CONTENT, OR THAT: THE PLATFORM AND/OR SERVICES WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; ANY STORED USER DATA WILL BE ACCURATE OR RELIABLE, OR THAT SUCH DATA WILL NOT BE LOST OR CORRUPTED; ERRORS OR DEFECTS WILL BE CORRECTED; THE USE OF THE PLATFORM AND/OR SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, OR FREE FROM ERRORS OR OMISSIONS; OR THE PLATFORM AND/OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOU HEREBY WAIVE AND RELEASE US FROM, AND AGAINST, ANY LIABILITY CAUSED OR CONTRIBUTED TO BY, ARISING FROM, OR CONNECTED THEREOF.

DIGISHARES DOES NOT OPERATE AS A LEGAL, TAX, INVESTMENT OR FINANCIAL ADVISOR, NOR DOES IT ACT AS A FINANCIAL INSTITUTION, INVESTMENT FIRM, OR ALTERNATIVE TRADING SYSTEM (ATS). NEITHER IS DIGISHARES COMPETENT OR QUALIFIED TO PERFORM THE FUNCTIONS OF SUCH ENTITIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIGISHARES DISCLAIMS ALL RESPONSIBILITY OR LIABILITY ARISING FROM OR CONNECTED TO YOUR USE OF OR RELIANCE ON THE PLATFORM. USERS RELEASE DIGISHARES FROM ANY SUCH RESPONSIBILITY OR LIABILITY. DIGISHARES STRONGLY RECOMMENDS THAT ALL USERS SEEK INDEPENDENT PROFESSIONAL ADVICE REGARDING ANY FINANCIAL INVESTMENTS, TRANSACTIONS, OR DECISIONS UNDERTAKEN.

NEUTRALITY TOWARD LISTED COMPANIES: USERS ACKNOWLEDGE THAT THE PRESENCE OF A COMPANY ON THE PLATFORM (“ISSUER”) DOES NOT CONSTITUTE AN ENDORSEMENT, RECOMMENDATION, APPROVAL, OR VALIDATION BY DIGISHARES OF THE ISSUER’S BUSINESS MODEL, OPERATIONS, OR FUTURE FINANCIAL PERFORMANCE. USERS SHOULD BE AWARE OF THE INHERENT RISKS ASSOCIATED WITH INVESTMENTS, INCLUDING:

– MANY BUSINESSES FAIL, AND ANY SECURITIES ACCESSED THROUGH THE INTEGRATION TO THE TEXTURE ATS MAY LOSE VALUE, POTENTIALLY TO ZERO.  

– SECURITIES VIEWED VIA THE PLATFORM MAY BE SUBJECT TO DILUTION THROUGH THE ISSUANCE OF ADDITIONAL SHARES BY THE ISSUER.

ISSUER RESPONSIBILITIES AND LIABILITIES: IF YOU ARE AN ISSUER, YOU ACKNOWLEDGE THAT DESPITE ANY SERVICES OR SUPPORT PROVIDED BY DIGISHARES, YOU REMAIN FULLY RESPONSIBLE FOR MEETING YOUR OBLIGATIONS UNDER APPLICABLE LAWS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIGISHARES AND ITS AFFILIATES DISCLAIM ALL LIABILITY FOR ANY BREACH OF THESE OBLIGATIONS.

WHILE DIGISHARES OFFERS SERVICES DESIGNED TO ASSIST ISSUERS IN FULFILLING THEIR DUTIES, SUCH ASSISTANCE DOES NOT CONSTITUTE ACCEPTANCE OF LIABILITY BY DIGISHARES FOR ANY ISSUER DUTIES OWED. FURTHER, DIGISHARES AND ITS AFFILIATES ARE NOT INVOLVED IN THE DAY-TO-DAY MANAGEMENT OF ANY COMPANY AND WILL NOT ACT AS “DE FACTO” OR “SHADOW” DIRECTORS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIGISHARES DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR SUCH ROLES. DIGISHARES MAKES NO REPRESENTATIONS AS TO THE ADEQUACY, ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY THESE ISSUERS OR ANY OTHER THIRD-PARTY. FURTHER, NEITHER DIGISHARES, NOR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER RELATED TO THE ADEQUACY, ACCURACY OR COMPLETENESS OF ANY INFORMATION ON THIS SITE, NOR THE USE OF INFORMATION ON THIS PLATFORM. THE USE OR RELIANCE OF ANY INFORMATION CONTAINED ON THIS SITE IS SOLELY AT YOUR OWN RISK

7. Termination

Duration and Notice

Termination of the customer relationship will continue until it is formally ended. The User has the right to terminate the relationship with immediate effect by providing written notice to DigiShares. Conversely, DigiShares may terminate the relationship with one month’s notice to the User if reasonable grounds for termination exist. This notice will be provided to the User on a durable medium. Termination does not affect rights or obligations that have already arisen. Any contracts already entered into or in the process of being executed at the time of termination will also cease, but the terms of the contracts/agreements will remain binding on the parties concerning those contracts. Upon termination, DigiShares reserves the right to deduct any amounts owed to it before prompting the transferring of any credit balances from the User’s Account. The transfer of funds may also be delayed until all outstanding contracts between DigiShares and the User are fully resolved. The User agrees that DigiShares may impose restrictions on their Account if necessary. These restrictions may include, but are not limited to, placing the Account under reduced access. The customer accepts these potential limitations and acknowledges DigiShares’ right to enforce them as required.  DigiShares may terminate the relationship with the User immediately in the event that the User breaches these Terms.

8. Confidentiality

Confidential Information

Each party (DigiShares and the User) agrees to the following with respect to Confidential Information:  

  1. a) The receiving party shall take all reasonable measures to treat as confidential any Confidential Information disclosed by the Disclosing Party and acknowledges that such information is received in strict confidence.  
  2. b) Confidential Information shall be used solely for the purposes outlined in these Terms.  
  3. c) The receiving party shall not disclose Confidential Information to any third-party except as permitted in these Terms.  
  4. d) The receiving party shall use reasonable efforts to ensure that any person granted access to Confidential Information does not misuse, alter, reproduce, or disclose it without authorization. The receiving party remains fully responsible for any breaches of these Terms by such persons, which will be treated as breaches by the receiving party.  
  5. e) The receiving party must promptly inform the disclosing party of any known breaches of its obligations under this clause.  
  6. f) The receiving party must reasonably cooperate with the disclosing party in any actions to protect the confidentiality of its Confidential Information.  
  7. g) To the fullest extent permitted by law, DigiShares shall not be liable for any claims or liabilities arising from a breach of confidentiality between the Issuer (or other third-party) and a User on the REX Platform.  

Permitted Disclosures

The receiving party may disclose Confidential Information, other than for the provision of services under these Terms, only under the following conditions:  

  1. a) To its representatives or agents (including legal advisors) on a need-to-know basis, provided such individuals are informed of the confidential nature of the information and agree to comply with the confidentiality obligations of these Terms.  
  2. b) When required by law, provided the receiving party notifies the disclosing party in advance of the disclosure, to the extent permitted by law, to allow the disclosing party to address or mitigate the disclosure.  
  3. c) With the prior written consent of the disclosing party. 

9. Liability and Indemnity

User Indemnity

To the fullest extent permitted by law, you agree to indemnify and hold DigiShares harmless from and against any liability we incur or may become liable for, arising out of or in connection with:  

  1. a) Any infringement of Intellectual Property Rights by you or your personnel, whether involving DigiShares, our Users, or third-parties.  
  2. b) Any breach by you of these Terms. 
  3. c) Any damage to property, personal injury, or loss of life caused by your willful, unlawful, or negligent actions or omissions, or by your violation of these Terms.  

Your liability under this indemnity will be proportionally reduced to the extent that such liability is caused or contributed to by DigiShares’ negligence.  

DigiShares Indemnity

Subject to these Terms and to the maximum extent permitted by law, DigiShares agrees to indemnify and hold you harmless from any liability you may incur or become responsible for, directly arising from these Terms and caused solely by:  

  1. a) Infringement of a third-party’s Intellectual Property Rights by DigiShares or our personnel;  
  2. b) A breach by DigiShares or our personnel of Section 9 (Confidentiality).  

Our liability under this indemnity will be proportionately reduced to the extent that such liability is caused or contributed to by your negligence.  

Limitation of Liability

Each party (DigiShares and the User) agrees to the following with respect to limitation of liability:  

  1. a) To the maximum extent permitted by law, DigiShares disclaims all liability and responsibility to you or any other entity (or person) in contract, tort (including negligence), or otherwise for any loss or damage (including loss of User data, profits, funds or savings) arising directly or indirectly from the use of or reliance on the Platform and/or Services.  
  2. b) DigiShares’ total aggregate liability under or in connection with these Terms is strictly limited to either supplying the Platform and/or Services or covering the cost of having the Platform and/or Services supplied.  
  3. c) Neither party will be responsible for Consequential Loss.  
  4. d) You acknowledge that DigiShares’ ability to fulfill its obligations under these Terms is contingent upon your compliance with your own obligations. DigiShares will not be held responsible for any failure to provide the Platform and/or Services where such failure results directly or indirectly from your noncompliance.  
  5. e) The limitations of liability outlined in this Section 10 do not apply in cases where loss arises from the fraudulent or willful misconduct of either party.  
  6. f) DigiShares does not provide professional advisory services concerning securities or related matters for any company. As such, DigiShares disclaims all liability and responsibility for the accuracy or completeness of any forms, templates, filings, or notices that may be generated through or aided by the Platform. It is your sole responsibility to seek professional advice regarding these documents.  
  7. g) This Section 10 will remain in effect following the termination or expiration of your Account.  

Exclusion of Liability

To the maximum extent permitted by law and without limiting any other provisions of these Terms, DigiShares will not be liable for, and you waive and release us from, any liability arising from or caused by:  

  1. a) Any event outside of our reasonable control, including Force Majeure Events, or any fault, defect, error, or omission in your Computing Environment or your data.  
  2. b) Your Computing Environment.
  3. c) Your acts or omissions, or those of your personnel, that are not in accordance with these Terms.
  4. d) Loss of User Data not caused by us.
  5. e) Scheduled or emergency maintenance of the Platform or lawful suspension of the Services by DigiShares. 
  6. f) Any works, services, goods, materials, or items that are not part of the Platform and/or Services, as defined in these Terms, or that have not been provided by DigiShares.
  7. g) The use or application of the Platform and/or Services by anyone other than you, or in a manner not reasonably contemplated by these Terms.
  8. h) Any disputes between Users and third-parties.
  9. i) Any breach of confidence between Users and third-parties.
  10. j) Any failure by you to meet obligations under applicable corporate or securities laws.  
  11. k) Any privacy breach occurring between a third-party and a User.
  12. l) Any Third-Party Inputs.                       

10. Complaint 

Complaint Procedure

We are committed to addressing any complaints regarding your use of our Platform or Services promptly and effectively. If you have a complaint about any aspect of the Platform, please report it to us immediately by sending an email to [email protected]. We will acknowledge your email and provide an initial response as soon as practicable.  

11. Amendments

Updates to Terms

DigiShares reserves the right to amend these Terms at its sole discretion. In the event of any significant updates to these Terms, we will provide notice to you either via email or through an in-application notification upon your next login, as we reasonably determine appropriate. Your continued use of the DigiShares website or your continued registration with the Platform beyond 30 days from the date of such notification will be deemed as your acceptance of and agreement to be bound by the amended Terms. If you do not agree to an amendment that results in a substantial and adverse impact on you, you may terminate these Terms in accordance with Section 8.  

12. Intellectual Property

Intellectual Property Rights

DigiShares owns all current and future Intellectual Property Rights in the Platform, Services, Program Documentation, and any Materials. No ownership or other proprietary interest is transferred to you under these Terms. DigiShares retains all rights, title, and interest, including all Intellectual Property Rights, in and to the Services, along with any related or underlying technology and any improvements thereto. Nothing in these Terms grants you any Intellectual Property Rights or other rights in the materials, including trademarks, business names, logos, know-how, processes, or methodologies owned by DigiShares.

Use of User Data

You grant DigiShares a non-exclusive, non-transferable, sub-licensable, royalty-free, perpetual license to use your data solely for the purposes of fulfilling our obligations under these Terms. This includes supplying the Services to you, diagnosing issues with the Platform and/or Services, enhancing and modifying the Platform and/or Services, conducting analytics, and developing additional services. 

Analytics

You acknowledge and agree that DigiShares may monitor, analyze, and compile statistical and performance data related to your use of the Platform in an aggregated and anonymized format (“Analytics”). DigiShares owns all rights to such Analytics and may use them for internal business purposes, provided that no identifying information is included.

Restrictions

Unless expressly authorized under these Terms, you are prohibited from:

  1. a) Attempting to uncover, reverse engineer, deconstruct, translate, or analyze the underlying source code, algorithms, file structures, or non-public application interfaces of the Platform, except where legally permitted.
  2. b) Reproducing, modifying, creating adaptations or derivative works, or making the Platform available to any third-party through rental, leasing, sale, sublicensing, transfer, or any other unauthorized means.
  3. c) Uploading or transmitting harmful files, including those that may compromise another User’s devices or software, or introducing inappropriate, offensive, or malicious content into the Platform.
  4. d) Removing, obscuring, or tampering with proprietary notices or labels embedded within the Platform.
  5. e) Undermining the security, functionality, or stability of DigiShares’ systems or networks, including those operated by any third-party hosting provider.
  6. f) Publicly disclosing or distributing performance-related data or metrics pertaining to the Platform.
  7. g) Engaging in any actions or using the Platform in ways intended to circumvent DigiShares’ provision of services, interfere with other Users’ experiences, or compete with DigiShares’ business offerings. Such actions may be deemed a material breach of these Terms.
  8. h) Manipulating or bypassing mechanisms designed to enforce licensing restrictions or limit the use of the Platform.
  9. i) Misusing the Platform or Services in any way that disrupts its intended purpose or diminishes its performance for others.

13. Governing Law & Disputes

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Disputes Procedure

In the event that your complaint as described in Section 11 does not get resolved due to a disagreement between you and DigiShares, the dispute shall be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”). The award rendered by the arbitrator shall be final, non-reviewable and non-appealable and binding on the parties and may be entered and enforced in any court having jurisdiction, and any court where a party or its assets is located (to whose jurisdiction the parties consent for the purposes of enforcing the award). There shall be one arbitrator agreed to by the parties within twenty (20) days of receipt by respondent of the request for arbitration or in default thereof appointed by the AAA in accordance with its Commercial Rules. If any dispute or difference shall at any time arise between the parties to these Terms or any clause or their respective rights, claims or liabilities hereunder or otherwise in any manner whatsoever, in relation to or arising out of or concerning these Terms, the parties shall promptly and in good faith negotiate with a view to its amicable resolution and settlement. In the event no amicable resolution or settlement is reached within a period of fifteen (15) days from the date on which the dispute or difference arose, such dispute or difference shall be referred to a mutually acceptable single arbitrator. The seat or place of arbitration shall be New York, New York. The arbitration shall be conducted and the award shall be rendered in the English language.

Third-Parties

DigiShares is not obligated to investigate or resolve disputes between Users and third-parties. The resolution of such disputes is solely the responsibility of the Users and third-parties involved. To the fullest extent permitted by law, DigiShares disclaims any liability arising from such disputes.

14. Miscellaneous

Severability

If any provision of these Terms:

  1. a) Is or becomes void, voidable, illegal, or unenforceable; and
  2. b) Would not be void, voidable, or unenforceable if it were read down or if certain words were omitted,

Then that provision will be read down or modified accordingly to preserve the intent of these Terms, and the remainder will remain in full effect.

Assignment

You may not assign, transfer, or otherwise deal with your rights under these Terms without DigiShares’ prior written consent, which may be withheld at our discretion. DigiShares may assign, transfer, or otherwise deal with its rights under these Terms at any time without your consent.

Relationship between DigiShares and User

Except as expressly stated, nothing in these Terms creates a partnership, agency, or joint venture between DigiShares and the User. Neither party may bind or act on behalf of the other party without express written authority.

Cumulative Rights

The rights and remedies under these Terms are cumulative and are in addition to any other rights and remedies provided by law.

  1. Notices

Contact Information

Any notices to DigiShares under these Terms must be sent by email to: [email protected]. A notice given under this clause is deemed effective in the case of an email when the sender receives confirmation of successful delivery.

General Platform Terms & Conditions