LAUNCH TERMS OF SERVICE

Updated November 28, 2024

1. ACCEPTANCE

These Terms of Service (hereafter referred to as “TOS”) establish the conditions under which access to and use of LAUNCH/LAUNCH Platform, the DigiShares website, and any related services or applications (collectively, the “Platform”) are governed. These TOS apply to anyone who reads these terms and/or agrees to them as part of another agreement (referred to as “You” or “Your” accordingly). The Platform is managed and owned by DigiShares A/S (“DigiShares,” “LAUNCH,”, “We” or “Our”). Each Party (that is “You” and “DigiShares A/S”) will collectively be referred to as “Parties”.  

By registering, logging in, accessing the Platform, or clicking “I agree to DigiShares A/S’ Terms of Service” after reviewing the TOS, you confirm your acceptance of these terms. By doing so, you affirm that: (a) You have reviewed and understood the TOS; (b) You are legally capable of being bound by these terms; and (c) You agree to them. If you do not accept the TOS, you are not permitted to use or access the Platform. If you accept these TOS on behalf of an employer or another entity, you confirm and guarantee that: (i) You have the legal authority to bind your employer or entity to the TOS; (ii) You have reviewed and understood the TOS; and (iii) You agree, on behalf of the party you represent, to the TOS. Should you lack the legal authority to bind your employer or entity, you must refrain from registering, accessing, or using the Platform, and from clicking “I agree to DigiShares A/S’ Terms of Service” Unauthorized individuals are prohibited from using the Platform. You may print or download a copy of the TOS for your records.

If you are using the Platform as an employee on behalf of a customer entity that has entered into an agreement with the Platform, the terms of that agreement will also apply to your access and usage. In cases of conflict between these TOS and another agreement, these TOS will take precedence.

By registering, logging in, accessing the Platform, or clicking “I agree to DigiShares A/S’ Terms of Service” after reviewing the TOS, you confirm your acceptance of the payment terms (initial onboarding fee and monthly subscription fee) as stated on the sign-up page when signing up for the Platform. We may change, add or modify the applicable payment terms at its own discretion from time to time. We will provide a 3 months advanced notice prior to any changes in payment terms via email. We will not be liable to you or any third-party for any modification or price change under this TOS or related agreements.

2. PRIVACY POLICY 

Our Privacy Policy, available at here , explains how DigiShares handles personal information provided by You when accessing and using the Platform. By accepting the Terms of Service (TOS), You also agree to the terms outlined in the Privacy Policy. The Privacy Policy may be updated by DigiShares at its sole discretion. Any updates take effect upon posting to the DigiShares website or as specified at the time of posting.

3. SECURITY AND DATA

DigiShares implements security measures designed to protect the Platform and ensure the integrity and confidentiality of user and customer information. These measures include:

1. Protective Measures: Barriers such as firewalls, logically secure areas, and controls for granting access to sensitive materials.
2. Safeguards: Rigorous safety and data security procedures designed to protect customer information from destruction, corruption, loss, alteration, or unauthorized access.

The Platform uses industry-standard measures to prevent unauthorized access to data processing equipment or systems handling customer information and Personal Data on the Platform.

If LAUNCH confirms a Security Breach (unauthorized disclosure, access, or acquisition of Personal Data compromising its security or privacy), LAUNCH will:

1. Notify affected parties without undue delay and within any legally required timeframe unless prohibited by law or instructed otherwise by relevant authorities.
2. Investigate the breach, terminate unauthorized access, and take steps to prevent recurrence.

4. USING THE PLATFORM

Your access to and use of the Platform is strictly personal and cannot be shared or transferred to any other individual or entity. You must not engage in any illegal or unauthorized activities while using the Platform. Specifically, you agree not to:

(a) Use any automated tools, such as robots, spiders, or scrapers, to collect, copy, or monitor data from the Platform without obtaining prior written approval from LAUNCH, which may be withheld at LAUNCH’s sole discretion.

(b) Redistribute or repurpose data or content from the Platform for any use other than the purpose for which it was expressly made available.

(c) Employ unauthorized tools, software, or mechanisms (e.g., bots or intelligent agents) to search or navigate the Platform, except for search engines and tools provided on the Platform or publicly available third-party web browsers.

(d) Upload or share files containing viruses, malware, or any disruptive code, or engage in activities that compromise the proper functioning of the Platform.

(e) Attempt to reverse-engineer, decompile, disassemble, or decode any software that forms part of the Platform.

(f) Share or post any material that is defamatory, libelous, or discloses private information without consent. Additionally, refrain from sharing content deemed by LAUNCH, at its sole discretion, as:

• Indecent, obscene, harassing, threatening, abusive, or hateful.
• Encouraging criminal activity, legal liabilities, or violations of the law.
• Inappropriate for the Platform.

(g) Upload or share material that violates intellectual property rights, such as unauthorized use of copyrighted works, trade secrets, trademarks, or proprietary information.

(h) Collect personal or business contact information of other users without consent or use such information to send unsolicited promotions, advertisements, or solicitations outside areas explicitly permitted for such activities.

(i) Interfere with other users’ experience on the Platform, including by disrupting discussions, impersonating others, altering content, or imposing an unreasonable burden on the Platform’s infrastructure.

(j) Sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Platform.

5. SERVICE INTERRUPTIONS

Your access to the Platform may be temporarily disrupted due to technical issues, maintenance, updates, or other actions LAUNCH may decide to undertake. While LAUNCH may notify users in advance, it is not obligated to do so and will not be held liable for any consequences arising from such interruptions.

LAUNCH cannot guarantee continuous or error-free access and is not responsible for failures in obtaining data, personalization settings, or communications due to technical difficulties or other unforeseen circumstances.

LAUNCH reserves the right to make system updates or changes as deemed necessary or desirable without prior notice. These actions aim to maintain the integrity and security of the Platform while ensuring compliance with its intended use.

6. RIGHTS GRANTED TO LAUNCH

By using the Platform, you grant LAUNCH the permission to use, without compensation, any information, data, passwords, usernames, PINs, login details, materials, or other content you provide in connection with the Platform (“Account Content”). This authorization is for the purpose of enhancing the Platform and related services and follows the EU General Data Protection Regulation and any applicable anti-money laundering requirements.

Additionally, any suggestions, recommendations, or feedback you provide about the Platform or related services (“Feedback”) are fully owned by LAUNCH. You grant LAUNCH a royalty-free, global, transferable, sublicensable, irrevocable, and perpetual license to use such Feedback in any way or form.

7. LAUNCH’S INTELLECTUAL PROPERTY RIGHTS

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).

Nothing in these terms and conditions shall operate to assign or transfer any Intellectual Property Rights from DigiShares and LAUNCH to you.

The design, appearance, and content of the Platform (e.g., text, graphics, images, logos, button icons, software, and other materials) are protected by copyright, trademark, and other applicable laws. These elements are owned by or licensed to LAUNCH, its affiliates, or its content providers.

LAUNCH permits you to view and use the Platform in accordance with the Terms of Service. You are allowed to download or print a copy of information available on the Platform solely for its intended purpose. However, any redistribution, reproduction, or electronic sharing of Platform content, in whole or in part, for any other purpose is strictly prohibited without prior written consent from LAUNCH.

8. THIRD PARTIES

Third parties, such as transaction counterparties and companies may provide LAUNCH with information or documentation intended for your access, including links to external websites. LAUNCH does not verify, endorse, guarantee, or take responsibility for the accuracy, legality, validity, security, completeness, or any other aspect of this information, documentation, websites, or any associated investment opportunities, products, or services. Furthermore, LAUNCH is not liable for any information you provide directly to such third parties or information provided to LAUNCH for onward sharing with them.  

For third-party websites, LAUNCH is not responsible for their content, actions, or policies (including privacy practices). It is your responsibility to assess the value, accuracy, and risks of accessing or using such information, documentation, or websites. Any use or reliance on such resources is at your own risk, and LAUNCH disclaims all liability for your interactions with these third parties or how they handle any information you provide.

9. LOGIN CREDENTIALS

To access specific features of the Platform, you may receive login credentials. These credentials, along with any email address, phone number, or other contact details you provide or that are provided on your behalf, collectively form your “Registration Information.”  

You confirm and guarantee that your Registration Information and any other data provided to LAUNCH will be accurate, current, truthful, and complete. Failure to maintain accurate Registration Information may negatively impact the functionality and effectiveness of the Platform and limit LAUNCH’s ability to communicate with you effectively.

10. CONFIDENTIALITY

These Terms of Service (TOS) establish obligations regarding the confidentiality of information accessed via the Platform. “Confidential Information” refers to any information received or submitted under these TOS, as well as information related to the business and operations of you, LAUNCH, or relevant third parties. Both LAUNCH and you agree to protect this Confidential Information with at least the same level of care as each party uses to safeguard its own proprietary information, and no less than a reasonable level of care given the circumstances.

The party receiving Confidential Information (“Receiving Party”) may only disclose it under the following conditions:  

(a) When required by law, regulation, or rule.  

(b) At the direction of the party disclosing the information (“Disclosing Party”) as part of the services provided through the Platform, in which case the Receiving Party will not be liable for breaches of confidentiality by third parties directed by the Disclosing Party to receive the information.  

(c) To the following individuals or entities (“Associates”), provided they are informed of the confidential nature of the information and bound by materially equivalent confidentiality obligations:  

1. Employees, officers, and directors of the Receiving Party.  
2. Affiliates of the Receiving Party (entities directly or indirectly under shared control) and their employees, officers, and directors.  
3. Professional consultants, subcontractors, third-party providers, agents, or legal/business advisors engaged by the Receiving Party or its Affiliates.  

The Receiving Party assumes liability for any breach of confidentiality by its Associates.  

Confidentiality obligations do not apply to information that:  

(a) Becomes publicly known through no breach of these TOS by the Receiving Party.  

(b) Was lawfully acquired by the Receiving Party from a third party on a nonconfidential basis before receiving it from the Disclosing Party.  

(c) Is subsequently obtained lawfully on a nonconfidential basis from a third party.  

(d) Is developed independently by the Receiving Party without reliance on the Confidential Information.  

If you are legally compelled to disclose Confidential Information, you must promptly notify LAUNCH to allow us to seek protective measures. You also agree to reasonably cooperate in efforts to secure confidential treatment of the information. LAUNCH reserves the right to disclose Confidential Information if requested by a regulatory authority or government agency or as necessary to fulfill regulatory responsibilities.

Additionally, LAUNCH may access, review, retain, and disclose your credentials, usage history, or submitted content to:  

(a) Comply with legal requirements or government requests.  

(b) Address claims of content violating third-party rights.  

(c) Enforce the TOS or investigate potential violations.  

(d) Detect and address fraud, security, or technical issues.  

(e) Respond to user inquiries.  

(f) Protect the rights, property, or safety of LAUNCH, its users, or the public.

11. LAUNCH AND DIGISHARES ARE NOT AN INVESTMENT FIRM, FINANCIAL PLANNER, INVESTMENT ADVISER, OR TAX ADVISER AND THE PLATFORM IS NOT INTENDED TO PROVIDE LEGAL, TAX, INVESTMENT, ACCOUNTANCY, OR FINANCIAL ADVICE. THE PLATFORM DOES NOT REPRESENT AN OFFER TO BUY OR SELL FROM LAUNCH OR DIGISHARES.

You acknowledge that LAUNCH and DigiShares are merely software providers and do not provide or organize trading of financial instruments, serve as an investment intermediary, provide investment services to clients around financial instruments, issue financial instruments, nor process payments. You further acknowledge and understand that we are not responsible for any and all regulatory filings, submissions, and notices that are required of an entity issuing a security under the US Securities Act of 1933 (“Securities Act”) nor the EU MiFID II, MiFIR or Prospectus Regulation. We are not an issuer or an Affiliate of the issuers using the Platform. Said issuers are not relying on LAUNCH or DigiShares in any capacity to comply with seeking any exemption to the Securities Act nor the EU MiFID II, MiFIR or Prospectus Regulation. The issuers agree to conduct all offering compliance on their own and are not relying on LAUNCH or DigiShares. The issuers are responsible for the facilitation of any transactions, offerings and investor relations taking place on the Platform. The issuers manage the Platform themselves and are, thus, responsible for their users (that is the investors signing up); any required licenses/authorizations needed for the offering/issuing and to operate their business; and any other applicable regulatory requirements in connection with the the issuing/offering, for instance data protection and anti-money laundering requirements. 

LAUNCH undertakes no obligation to review, verify, or update any statements made by the issuers on the Platform as LAUNCH only manages the underlying software and does not facilitate any transactions, offering nor payment services. LAUNCH does not provide a crowdfunding Platform, where several issuers can list their offerings/projects. LAUNCH does not place any financial instruments without a firm commitment basis nor engage in investor relations. 

While LAUNCH and DigiShares do not engage in any investment activity nor investor relations, it is recommended that anyone considering the purchase or sale of securities should thoroughly assess the relevant counterparty and proceed with the transaction only after conducting their own due diligence and independent analysis. It is further strongly recommended that such individuals seek advice tailored to their specific circumstances from qualified financial, tax, legal, accounting, and other professional advisors. You acknowledge that it is Your responsibility as an issuer to review the terms and conditions and disclosure documents of any opportunity you offer, including purchasing guidelines and applicable fees, before submitting an offer in any purchasing process. You acknowledge that it is Your responsibility as a purchaser of securities to review the terms and conditions and disclosure documents of any opportunity by issuers, including purchasing guidelines and applicable fees, before submitting an expression of interest in any purchasing process. 

12. REPRESENTATIONS AND WARRANTIES

LAUNCH warrants that: (i) the Software will be supplied free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and (ii) the Software shall incorporate security features reflecting the requirements of good industry practice.

You acknowledge that complex software is never wholly free from defects, errors, bugs and security vulnerabilities; and that LAUNCH and DigiShares give no warranty or representation that the Software will be wholly free from defects, errors, bugs and that the Software will be entirely secure.

You acknowledge that the Platform will not provide any legal, financial, accountancy or taxation advice nor provide or organize trading of financial instruments, serve as an investment intermediary, provide investment services to clients around financial instruments, issue financial instruments, nor process payments.

13. LIMITATIONS ON LIABILITY AND INDEMNIFICATION

LAUNCH and DigiShares disclaim liability for indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits, revenue, or business, arising from your use of the Platform, even if such damages were foreseeable. We are also not liable for service failures caused by factors beyond our control, such as natural disasters, internet outages, or other force majeure events. More specifically, LAUNCH and DigiShares shall not be liable to you in respect of:

• any loss of profits or anticipated savings, both if such loss is claimed by you or a third party.

• any loss of revenue or income.

• any loss of use or production.

• any loss of business, contracts or opportunities.

• any loss or corruption of any data, database or software.

• any special, indirect or consequential loss or damage.

You hereby indemnify and hold harmless LAUNCH and DigiShares for and against any losses, damages, costs, expenses, liabilities and claims which we may suffer or incur as a result of claims raised by a third party against us. We shall assume no responsibility with respect to the STO offered on the Platform and we have no contractual relationship with the investors of the STO. In other words, you agree to indemnify and defend us against all claims, liabilities, damages, and costs (including attorneys’ fees) arising from:

1. Your violation of applicable laws or regulations.
2. Unauthorized use of LAUNCH and DigiShares trademarks, confidential information, or customer information.
3. Breaches of the TOS by you.
4. Disputes you have with other parties.

You also waive any claims against us concerning material non-public information (MNPI), whether related to its disclosure or non-disclosure.

Regardless of anything stated otherwise in these TOS, the total liability of LAUNCH and/or DigiShares to you, for any reason and under any type of legal claim, will always be limited to the total amount of fees you have paid to LAUNCH and DigiShares for using the Platform or its services during the 12 months immediately preceding the date of your claim, if applicable.

You agree that any claim or legal action connected to your use of the Platform must be initiated within one (1) year from the date the issue occurs. Otherwise, the claim will be permanently barred. You unconditionally waive, release, and discharge LAUNCH and DigiShares from all claims, demands, lawsuits, liabilities, or causes of action—whether known or unknown—that may arise now or in the future  related to information supplied by third parties to us and provided to you by us.

14. TERMINATION

We may terminate your access to the Platform by giving not less than 90 days’ written notice of termination.

You may terminate your access to the Platform by giving not less than 90 days’ written notice of termination.

Both parties (we and you) may terminate your access to the Platform immediately by giving written notice of termination to the other party if:

1. the other party commits a material breach of this TOS, and the breach is not remediable;
2. the other party commits a material breach of this TOS, and the breach is remediable but the other party fails to remedy the breach within the period of 10 days following the giving of a written notice to the other party requiring the breach to be remedied; or
3. the other party persistently materially breaches this TOS;

Either party may terminate your access to the Platform immediately by giving written notice of termination to the other party if:

1. the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

1. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
2. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this TOS); or

We may terminate your access to the Platform immediately by giving written notice to you if:

1. any amount due to be paid by you is unpaid by the due date and remains unpaid upon for thirty (30) days following our written notice of such overdue payment (a “Late Payment Notice”). Any outstanding payments must be paid regardless of whether your access to the Platform has been terminated.

Upon the termination of your access to the Platform, all of the provisions in this TOS shall cease to have effect, save that the following provisions of this TOS shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): provisions on payments, warranties, liabilities, indemnifications and termination. Except to the extent that this TOS expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

15. UPDATES

We reserve the right to update these Terms of Service (TOS) at our discretion. Changes will take effect once published on the platform. Notifications of updates may be sent via email or displayed on the platform. By continuing to use the platform after updates are posted or communicated, you acknowledge and accept the revised terms and policies.

16. ACCESS AND AUDIT RIGHTS

We reserve the right, upon reasonable notice and during normal working hours, to have access to all electronic systems and records maintained on the Platform, and shall have the right to audit such records at any reasonable time or times during the Term and for a period of up to two (2) years after termination of your access to the Platform for regulatory purposes. 

17. NOTICES

To contact us with regards to business and TOS related notices, please contact [email protected]; in case of technical questions and [email protected]; in case of issue reports. To contact you, we will employ the contact details provided by you during sign-up and onboarding.

18. MARKETING AND NEWSLETTER

We are allowed to use you as a reference, on our website, in a press release, and in other relevant marketing material. You will participate in making a good press release and in distributing this within your network.

You agree that DigiShares may send newsletters, promotional materials, or other communications (collectively, “Communications”) directly to visitors, users, or contacts (“End Users”) of websites or services hosted on our Platform for the purpose of informing them about our products, services and updates. We will only send Communications to End Users where we have obtained valid consent as required under applicable data protection laws, including the EU General Data Protection Regulation (GDPR). Consent will be obtained directly from the End User, provided that consent meets the standards of being freely given, specific, informed, and unambiguous. We may display tools or mechanisms (e.g., opt-in forms or consent banners) on websites hosted on our Platform to collect consent from End Users for Communications sent on our behalf.  

All Communications sent on our behalf will clearly identify us as the sender and will include a simple and effective mechanism for End Users to opt out or withdraw consent at any time. End Users who choose to unsubscribe will no longer receive Communications from us.  

We will process End User personal data in accordance with our Privacy Policy and Data Processing Agreement. Personal data collected and used for Communications will not be shared with third parties for purposes unrelated to the delivery of these Communications, except as required by law. Issuers using our Platform must not provide us with personal data of End Users unless such data is lawfully collected and appropriately consented to for the purposes described herein. You agree to indemnify us against any claims or penalties arising from your failure to comply with EU GDPR or other applicable privacy laws.  

19. GOVERNING LAW AND INTERPRETATION

This TOS shall be governed by and construed in accordance with Danish law. The Danish Institute of Arbitration shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this TOS. If any dispute or difference shall at any time arise between the Parties (that is you and LAUNCH/DigiShares) to this TOS or any Agreement and clause or their respective rights, claims or liabilities hereunder or otherwise in any manner whatsoever, in relation to or arising out of or concerning this TOS, 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 arbitration proceedings shall be according to the Danish Institute of Arbitration in force on the date when the Notice of Arbitration is submitted in accordance with these rules.

19. MISCELLANEOUS 

As part of the LAUNCH Platform services, the issuer managing the Platform may use Know-Your-Customer (KYC) verification tools available on the Platform. Included in the subscription is a total of 50 (fifty) verifications. If the issuer wants to conduct more than 50 verifications, then each additional verification will cost $2 (USD). DigiShares may change, add or modify the applicable payment terms at its own discretion from time to time subject to the terms in section 1 of this TOS.

If any part of these TOS is found to be unlawful, invalid, or unenforceable by a court or arbitrator with proper authority, the remaining provisions will remain fully effective. Only the specific portion deemed unlawful, invalid, or unenforceable will be removed. Failure by LAUNCH or DigiShares to enforce any rights or remedies outlined in these TOS, or available under applicable law, will not be interpreted as a waiver of its rights to enforce those or any other rights or remedies in the future. Except as otherwise stated, these TOS constitute the entire Agreement between you and LAUNCH concerning the use of the Platform and override any prior agreements or understandings. Copies of these TOS in electronic or scanned form are considered legally equivalent to the original. Both Parties agree that facsimile, electronic, or digital signatures carry the same legal weight as handwritten signatures. 

This TOS may not be varied except by a written document signed by or on behalf of each of the Parties. Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this TOS. This TOS and Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this TOS are not subject to the consent of any third party.