Terms and Conditions

01. Scope

These terms and conditions ("Terms") apply to the access and use of the website available on https://offx.tech/ ("Website") provided by offx AG, Gotthardstrasse 26, 6300 Zug, Switzerland ("offx"), and the platform available on the Website after registration as per these Terms ("Platform"). For the avoidance of doubt, reference to the Website includes the Platform.

To access and use the Website, the user (each separately "User" and together "Users" or "you") must agree to and abide by these Terms.

offx reserves the right to change these Terms, the Website, any part of it, or any related services from time to time or suspend the Website or parts of it temporarily or definitively at any time at its own discretion. The User should review the Terms on a regular basis. The User's continued use of the Website following any amendments indicates acceptance of the changes to the Terms.

If the User does not agree to these Terms or any changes to the Terms, the User may not access or use the Website.

02. Platform

The purpose of the Platform is to provide an information exchange for Users to communicate their non-binding intention to enter into transactions relating to illiquid assets of crypto projects such as tokens, agreements for future tokens, equity and other related instruments (the "Instruments").

Registered Users may submit a request to place a non-binding listing on the Platform ("Offering Users") to buy, sell, transfer, assign or forward specific Instruments at a specific price and during a specific offer period (each a "Listing"). offx reserves the right to review the Listing request and decide in its sole discretion whether or not to accept the Listing. If accepted by offx, the Listing is published on the Platform and announced to all Users on a dedicated channel in the Telegram app in anonymous form, i.e. without any information relating to the Offering User.

Other Users have the possibility to ask a predefined set of questions to the Offering Users via the Platform. Any storage or sharing of any Listing outside of the Platform or any direct contact between Users outside of the Platform or the dedicated Telegram channel without the consent of offx is strictly prohibited. By clicking the accept button on the Platform, other Users may indicate their non-binding interest in a Listing ("Interested User").

offx provides the contact details of the respective Offering User and Interested User to each other only if all of the following conditions are fulfilled:

• A match occurred between an Offering User and an Interested User relating to a given Offer;
• The respective Offering User and Interested User have entered a separate agreement with offx;
• If requested by offx, the respective Offering User and Interested User successfully underwent a KYC/KYB process with offx; and
• The respective Offering User and Interested User gave their approval for their contact details to be shared.

The Users acknowledge and agree that the subsequent services, such as facilitation or escrow services, provided by offx as per the separate agreement are subject to a fee.

03. Registration on the Platform

The Platform will be accessible to the User in their then-current version and according to the Terms. To gain full access to the Platform, the User is required to register an account.

In order to register, the User must:

• In the case of natural persons, be of legal age (in any case at least eighteen years old) and fully capable of judgment and action;
• In the case of legal entities, the registering user must be authorized to represent the legal entity in a legally binding manner;
• Not be located or have a seat or residence in the following countries: Afghanistan, Belarus, Burundi, Central African Republic, Congo Democratic Republic, Democratic People’s Republic of Korea (DPRK), Guinea, Guinea Bissau, Haiti, Iran, Iraq, Libya, Mali, Moldova, Myanmar, Republic of South Sudan, Nicaragua, Russia, Somalia, Sudan, Syria, Ukraine, Venezuela, Yemen, Zimbabwe or any other jurisdictions in which the Platform may be prohibited.
• Not be identified or be acting on behalf of any other person who is identified on any list of prohibited parties under any law or by any nation or government, state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to a government such as the sanctions lists maintained by the United Nations Security Council, the U.S. government (including the U.S. Treasury Department’s Specially Designated Nationals list and Foreign Sanctions Evaders list), the European Union (EU) or its member states, and the government of a User home country (each a "Sanctions List"). You are also not acting on behalf of any other person who is, located, ordinarily resident, organized, established, or domiciled in Cuba, Iran, North Korea, Sudan, Syria, Russia, the Crimea region (including Sevastopol) or any other country or jurisdiction against which the U.S. maintains economic sanctions or an arms embargo.
• Not be a person or represent a legal entity who resides in, is a citizen of, is located or incorporated in, has a registered office in, or is otherwise subject to the jurisdiction of any Prohibited Localities (as defined below). There are no exceptions, and you represent and warrant that you are not using a VPN and/or are not otherwise circumventing this prohibition.

Users that are a person or represent a legal entity who resides in, is a citizen of, is located or incorporated in, has a registered office in, or is otherwise classified as a "U.S. person" within the meaning of Regulation S of the U.S. Securities Act of 1933 (a "U.S. Person") acknowledge and agree that:

• offx is not registered as a broker-dealer under U.S. securities laws and does not engage in the solicitation of US Persons. No services, communications, or transactions facilitated by offx, the Website or the Platform constitute an offer, solicitation, or recommendation to buy or sell securities in the United States or to a U.S. Person. At no time was the User presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television, website advertising, or other form of general advertising or solicitation in connection with the operation of or access to the Website or the Platform.
• offx's services, the Website and the Platform are directed exclusively to persons outside the United States. Users confirm that they are not U.S. Persons and that they are not accessing offx's services from within the United States.
• Any interaction with U.S. Persons is limited to permitted activities under Rule 15a-6 of the U.S. Securities Exchange Act of 1934, such as responding to unsolicited inquiries or conducting transactions through a registered U.S. broker-dealer.
• Users acknowledge that they are solely responsible for ensuring that their use of offx’s services, the Website and/or the Platform complies with applicable securities laws in their jurisdiction. offx assumes no liability for any unauthorized access or use of its services by U.S. Persons.
• offx reserves the right to deny or restrict access to its services and the Platform to any individual or entity that does not comply with these representations, including any suspected U.S. Person attempting to engage in transactions contrary to U.S. law.

offx may reject or cancel a User's registration in its sole discretion and without specifying any reason. offx may subject the full access of a User to the Platform to its prior approval. Each User may register only one account on the Platform.

All information provided by the User must be complete, accurate, and truthful at all times. If any of the User's information changes, the User must update such information immediately. offx may, from time to time, ask the User to confirm the accuracy of the provided information and request additional supporting documents.

Prohibited localities ("Prohibited Localities") are Myanmar (Burma), Côte D'Ivoire (Ivory Coast), Cuba, Crimea and Sevastopol, Democratic Republic of Congo, Iran, Iraq, Libya, Mali, Nicaragua, Democratic People’s Republic of Korea (North Korea), Somalia, Sudan, Syria, Yemen, Zimbabwe or any other state, country or region that is included in the Sanction Lists.

04. User representations

By using the Website, the User represents and warrants that: (1) all registration information, Listings and other content the User submits is true, accurate, current, and complete, and the User is using its real name/identity or the real name/identity of its organization, and not a fictitious name or identity; (2) the User maintains the accuracy of such information and promptly updates such registration information as necessary; (3) the User has the legal capacity and agrees to comply with these Terms; (4) the User is using the Website on its own behalf or that of an organization or entity of which the User is an owner or employee, and not as a broker, agent, designee or representative; (5) the User will not use the Website for any illegal or unauthorized purpose; and (6) the User's use of the Website will not violate any applicable law or regulation; (7) the User is not located or have a seat or residence in a Prohibited Locality; and (8) the User is not identified or acting on behalf of someone identified in Sanctions Lists.

The User agrees also not to do any of the following:

• Post any inaccurate, fraudulent, incomplete or otherwise wrongful Listings.
• Try to circumvent in any way the prohibition to contact other Users relating to Listings without the prior consent of offx.
• Systematically retrieve Listings, data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory, or to distribute Listings outside of the Platform, without written permission from offx.
• Trick, defraud or mislead us and other Users, especially in an attempt to learn sensitive account information such as user passwords.
• Use the Website as part of any effort to compete with offx or otherwise use the Website and/or the Listings for any revenue-generating endeavor or commercial enterprise.
• Allow unauthorized use of its account or credentials.
• Use the Website in any way that violates any applicable securities laws and regulations, or that violates obligations to which the User is bound.
• Upload or transmit any form of virus, worm, trojan horse, code injection, phishing attempt, or other malicious information or code.
• Upload or provide any information that is confidential, proprietary or owned by a third party, without permission to do so, or post or supply any content that constitutes defamation, a copyright or trademark infringement, a legal violation, that is objectionable, obscene, inflammatory, fraudulent, harassing, invasive of the privacy or confidences of others, or that interferes with the use and enjoyment of the Website by others.

Any breach by the User of any of the above warranties constitutes a material breach of these Terms.

05. Professional investors only

The User confirms that it qualifies:

• as a qualified investor within the meaning of art. 10 para. 3 of the Swiss Federal Collective Investment Schemes Act (CISA) and art. 4 para. 3 of the Swiss Federal Act on Financial Services (FINSA), by being a public entity with professional treasury operations; a company with professional treasury operations; a large company (exceeding two of the following parameters: balance sheet total of CHF 20 million; turnover of CHF 40 million; equity of CHF 2 million); or a private investment structure with professional treasury operations created for high-net-worth individuals; or
• as a qualified investor within the meaning of art. 10 para. 3 CISA and art. 5 para. 1 and 2 FINSA, by being a high-net-worth individual or a private investment structure created for a high-net-worth individual.

If you qualify as a qualified investor according to the second option (HNWI or structure created for HNWI), you hereby declare that you wish to be treated as a professional client (opting out).

Professional treasury operations: A company or a private investment structure created for high-net-worth individuals is deemed to have professional treasury operations if, within or outside the company or the private investment structure, it entrusts, on a permanent basis, the management of its funds to a professionally qualified person with experience in the financial sector (art. 3 para. 8 of the Financial Services Ordinance).

High-net worth: A high-net-worth individual is a person who on the basis of training, education and professional experience or on the basis of comparable experience in the financial sector, possesses the necessary knowledge to understand the risks associated with the investments and has at his/her disposal assets of at least CHF 500,000; or has at his/her disposal assets of at least CHF 2 million.

Eligible assets are financial investments held directly or indirectly by the individual, specifically a) sight or time deposits with banks and securities firms; b) certificated and uncertificated securities, including collective investment schemes and structured products; c) derivatives; d) precious metals; e) life insurance policies with a surrender value; f) restitution claims from other assets held in trust specified in this paragraph.

06. Reverse solicitation

You confirm that you have not been solicited in any way by offx outside of Switzerland.

You confirm that all of the activities that offx conducts with you take place within Switzerland, regardless of where you may be physically located at the time you engage with offx’s services. This means that you agree that our activities are subject only to the laws of Switzerland and not to the laws of any other country in which you may be physically present at any given time, and therefore that any redress you may seek from us must be sought under Swiss law. However, you agree, and accept that it is your sole responsibility, to comply with all relevant laws and regulations that may apply to your use of offx’s services in any jurisdiction in which you may be located.

07. No warranty & limited liability

The Website, together with all content, data, information, and materials contained therein, is provided 'as is' and 'as available' without warranties or representations of any kind. offx regularly carries out maintenance or improvements to the Website and its infrastructure but does not guarantee that the Website will function without any interruption or disruption. The User acknowledges that this may result in temporary delays and interruptions from time to time.

The User further acknowledges and agrees that offx is not representing or warranting any particular feature of the Website and offx is not responsible or liable for the Listings published on the Platform with the specific objectives that the User is hoping to achieve or any damages arising from it. In particular, offx is not responsible or liable for the timeliness, accuracy, completeness, or quality of the information provided by the Users for the respective Listing or potential misuse of the information by third parties. Further, offx does not assume any responsibility or liability for the performance of any Listing posted on the Platform. Neither the Website nor any information or data contained therein constitute financial, investment, tax, legal, accounting, or other advice.

The Website may contain statements that constitute ‘forward-looking statements’. offx is under no obligation to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise and makes no warranty regarding the completeness and accuracy of such statements.

To the extent permitted by applicable law, the liability of offx, its affiliates, or any of its directors, employees, contractors, service providers, or agents is limited to wilful misconduct, gross negligence, and personal injury. Any further liability of offx under any title is explicitly excluded, including any liability for economic, or intangible damages deriving from the User’s use of the Website and liability for technical transmission delays or outages.

The User agrees to fully indemnify offx from and against any liability, costs, demands, causes of action, damages, and expenses arising in any way related to the User's breach of any of the provisions of the Terms.

08. Risks & disclaimers

The Users acknowledge and confirm to understand the risks and disclaimers as made available on the Website from time to time.

09. Confidentiality & data protection

All information, including Listings, that the User receives or views on the Platform is strictly confidential and may not be stored or shared outside of the Platform (e.g., by taking screenshots or otherwise) without the explicit consent of offx. This applies in particular to Listings marked as "private" or "darkpool" or similar, which are strictly confidential. Any violation may result in immediate removal from the Platform and may lead to legal action.

The Website respects the privacy and confidentiality of the Users. The contact details of an Offering User or an Interested User will only be disclosed to other Users in accordance with these Terms.

offx collects and processes personal data as described in its privacy policy. offx protects the collected personal data by means of appropriate technical and organizational measures and in accordance with the data protection legislation applicable in Switzerland.

The User authorizes offx to use anonymized data to improve its services or for analysis purposes.

Except as required under applicable law, offx shall not disclose any information related to the Users or the Listing to the company or entity running the respective project or any other third parties.

In the event that offx is compelled by court or other legal requirements to disclose the contact details of a User, offx will comply with such legal obligations. offx will, to the extent permitted by law, endeavor to notify the affected User promptly about any such compelled disclosures, in alignment with the principles of confidentiality and data protection upheld in the Terms and Swiss law.

10. Term and termination

Each party may terminate these Terms at any time with immediate effect. Termination shall not affect the rights, obligations, or liabilities of either party that arose prior to termination or continue beyond termination.

11. Intellectual property

offx retains all rights, titles, and interests to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data, and other intangible property and other rights in the Website, or any part of it, including its own content on the Website.

12. Miscellaneous

Notices: Notices must be given in text form and need to be communicated:

• to offx’ attention: via email [email protected], or as a registered letter to: offx AG, Gotthardstrasse 26, 6300 Zug, Switzerland
• to the User's attention: by e-mail to the e-mail address provided by the User.

No assignment: The User may not assign any of its rights, obligations, or claims under the Terms without the prior consent of offx.

Severability: If any provision of these Terms (in whole or part) is held to be illegal, invalid, or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.

Conflict with additional terms: Certain web pages or parts of the Website may be governed by specific terms or agreements. In case of a conflict between these Terms and any specific terms, the specific terms prevail.

Links: The Website may contain third-party content or links to third-party websites. offx does not assume any responsibility for and does not make any warranties or representations as to any third-party content or websites, including but not limited to the accuracy, subject matter, quality, or timeliness.

Governing law & jurisdiction: These Terms are governed by and construed in accordance with the substantive laws of Switzerland under the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG), and subject to the jurisdiction of the ordinary courts at the seat of offx.