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DigiShares Platform Subscription Agreement

This Platform Subscription Agreement is between the entity you represent, or you as an individual if you do not represent an entity (the "Licensee"), and DigiShares Inc., a company incorporated in the State of Delaware having its registered office at 66 West Flagler Street Suite 900, Miami, FL 33130 (the "Licensor"). The Agreement lists the platform subscription terms and conditions, including subscription charges and non-payment consequences.

1. Definitions

1.1. In this Agreement:

"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;

"Business Day" means any weekday other than a bank or public holiday in Denmark;

"Business Hours" means the hours of 09:00 to 16:00 CET on a Business Day;

"Charges" means the following:

(a) terms specified in Part 3 of Schedule 1 (Software License Particulars); and

(b) such amounts as may be agreed by the parties in writing from time to time;

"Documentation" means the documentation for the Software produced by the Licensor and delivered or made available by the Licensor to the Licensee;

“DPA” means DigiShares’ Data Processing Agreement;

"Effective Date" means the date in which this Agreement has been accepted;

"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);

"Minimum Term" means, in respect of this Agreement, the period of 12 months beginning on the Effective Date;

“Onboarding Process” means the process of onboarding where Licensee must complete the three following tasks before deployment can start: (1) KYB verification, (2) payment of Onboarding Fee, (3) registration with Stripe for payment of monthly subscriptions.

"Schedule" means any schedule attached to the main body of this Agreement;

"Software" means the software identified in Part 1 of Schedule 1 (Software License Particulars);

"Software Defect" means a defect, error or bug in the Software having a material adverse effect on the appearance, operation, functionality or performance of the Software, but excluding any defect, error or bug caused by or arising as a result of:

(a) any act or omission of the Licensee or any person authorised by the Licensee to use the Software;

(b) any use of the Software contrary to the Documentation by the Licensee or any person authorised by the Licensee to use the Software;

(d) an incompatibility between the Software and any other system, network, application, program, hardware or software not specified as compatible in the Software Specification;

"Software Specification" means the specification for the Software set out in Part 1 of Schedule 1 (Software License Particulars) and in the Documentation; and

"Term" means the term of this Agreement, commencing in accordance with Clause 2.1.

“STO” means Security Token Offering

2. Term

2.1. This Agreement shall come into force upon Effective Date.

3. Consultancy and Maintenance

3.1. Any consultancy conducted in relation to this Agreement will be invoiced separately.

3.2. In order to be able to conduct maintenance on the software, Licensor will keep an administrator account on the software solution, as well as the server where the software is installed.

4. Supply of Software

4.1. The Licensor shall make the Software available on a domain (url) specified and owned by Licensee, customized to Licensee’s brand and specifics, once the Onboarding Process has been completed, on the condition that the Licensee supplies essential information and material necessary for the Licensor to supply the Software to a sufficient extent.

4.2. The Licensor will host the Software for Licensee, if nothing else is agreed.

4.3. The Licensor undertakes to provide updates of the Software when such updates are available, if in the opinion of the Licensor, such updates are relevant for the Licensee and the Licensee agrees to accept and use such updates.

5. License

5.1. The Licensor hereby grants to the Licensee from the date of supply of the Software to the Licensee until the end of the Term a worldwide, non-exclusive license to:

(a) use a single instance of the Software in accordance with the Documentation; subject to the limitations and prohibitions set out and referred to in this Clause 5.

5.2. The Licensee may not sub-license and must not purport to sub-license any rights granted under Clause 5.1 without the prior written consent of the Licensor.

5.3. The license granted by the Licensor to the Licensee in Clause 5.1 is subject to the limitations set out in Part 3 of Schedule 1 (Software License Particulars).

5.4. The Software may only be used by the officers and employees of the Licensee, by investors in Licensee’s STO, and by investors signing up for any STO offered by Licensee.

5.5. The Software is hosted in the cloud by Licensor. The operation, use and outcome of the Software and server is ultimately the responsibility of Licensee even if the hosting is outsourced to Licensor.

5.6. Save to the extent expressly permitted by this Agreement or required by applicable law on a non-excludable basis, any license granted under this Clause 5 shall be subject to the following prohibitions:

(a) the Licensee must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute] the Software;

(b) the Licensee must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Software.

5.7. In the event the Licensor refers a third party to the Licensee and such third party becomes a client of the Licensee for tokenisation under the Software License granted to the Licensee under this Agreement ("Referred Client"), the Licensee agrees to pay the Licensor promptly after conclusion of the contract with the Referred Client and payment of the onboarding fee by the Referred Client a fixed sum that is 20% of the paid onboarding fee (“Referral Fee”) + 20% of all fees invoiced and paid by the Referred Client to Licensee over a period of 2 years (excluding consultancy).

6. No assignment of Intellectual Property Rights

6.1. Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the Licensee, or from the Licensee to the Licensor.

6.2. The Licensee understands that the Licensor in its independent editing activity, may freely use and reuse and resell any technical part, tool and/or expertise developed in the process of building the Software. This does not apply to features developed solely by the Licensee, provided that (i) the Licensee has notified the Licensor in writing of such limitation, and (ii) the Parties expressly agree to such features.

6.3. The Licensee remains the sole owner of its investors data and all data which is shared or made available to the Licensor through the use of the Software.

7. Charges

7.1. The Licensee shall pay the Charges to the Licensor in accordance with this Agreement.

7.2. All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Licensee to the Licensor.

7.3. The Licensor may change, add or modify the applicable Charges under this Agreement at its own discretion from time to time. The Licensor will provide a 30 days advanced notice prior to any changes in Charges via email. The Licensor will not be liable to the Licensee or any third-party for any modification or price change under this clause 7.3.

8. Payments

8.1. The Licensor shall issue invoices for the Charges to the Licensee on or after the invoicing dates set out in Part 3 of Schedule 1 (Software License Particulars).

8.2. The Licensee must pay the Charges to the Licensor within the period of 10 days following the issue of an invoice in accordance with this Clause 8.

8.3. The Licensee must pay the Charges with crypto, credit card, direct debit or bank transfer (using such payment details as are notified by the Licensor to the Licensee from time to time).

8.4. If the Licensee does not pay any amount properly due to the Licensor under this Agreement, the Licensor may:

(a) charge the Licensee interest on the overdue amount at the rate of 16% per annum or the highest interest rate permitted by the governing law (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

(b) withhold any further support and maintenance on the software solution, and use any applicable and appropriate methods to temporarily block the operation of the software until overdue amount has been properly received.

9. Warranties

9.1. The Licensor warrants to the Licensee that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

9.2. The Licensor warrants to the Licensee that:

(a) the Software as provided will conform in all material respects with the Software Specification;

(b) the Software will be supplied free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and

9.3. The Licensor warrants to the Licensee that the Software, when used by the Licensee in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person.

9.4. The Licensee warrants to the Licensor that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

9.5. All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

9.6. The Licensee warrants that they will not use funds raised via the Software to pay Licensor fees. Licensor is not a registered broker dealer under Section 15 of the Securities Exchange Act of 1934.

10. Acknowledgements and warranty limitations

10.1. The Licensee acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.

10.2. The Licensee acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be entirely secure.

10.3. The Licensee acknowledges that the Software is only designed to be compatible with that software specified as compatible in the Software Specification; and the Licensor does not warrant or represent that the Software will be compatible with any other software.

10.4. The Licensee acknowledges that the Licensor will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Software; and, except to the extent expressly provided otherwise in this Agreement, the Licensor does not warrant or represent that the Software or the use of the Software by the Licensee will not give rise to any legal liability on the part of the Licensee or any other person.

10.5. The Licensee acknowledges that the Licenser does 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.

10.6. Licensee acknowledges and understands that Licensor is not responsible for any and all regulatory filings, submissions, and notices that are required of an entity issuing a security under the Securities Act of 1933 (“Securities Act”). Licensor is not an issuer or an Affiliate of Licensee. Licensee is not relying on Licensor in any capacity to comply with seeking any exemption to the Securities Act. Licensee agrees to conduct all offering compliance on its own and is not relying on Licensor.

11. Limitations and exclusions of liability

11.1. Nothing in this Agreement will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(d) exclude any liabilities that may not be excluded under applicable law.

11.2. The limitations and exclusions of liability set out in this Clause 11 and elsewhere in this Agreement:

(a) are subject to Clause 11.1; and

(b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.

11.3. The Licensor shall not be liable to the Licensee in respect of any loss of profits or anticipated savings, both if such loss is claimed by the Licensee or a third party.

11.4. The Licensor shall not be liable to the Licensee in respect of any loss of revenue or income.

11.5. The Licensor shall not be liable to the Licensee in respect of any loss of use or production.

11.6. The Licensor shall not be liable to the Licensee in respect of any loss of business, contracts or opportunities.

11.7. The Licensor shall not be liable to the Licensee in respect of any loss or corruption of any data, database or software.

11.8. The Licensor shall not be liable to the Licensee in respect of any special, indirect or consequential loss or damage.

11.9. Subject to the limitations set out herein, the Licensee hereby indemnifies and holds harmless the Licensor for and against any losses, damages, costs, expenses, liabilities and claims which the Licensor may suffer or incur as a result of claims raised by a third party against Licensor.

11.10. The Licensor shall assume no responsibility with respect to the STO offered by the Licensee and the Licensor has no contractual relationship with the investors of the STO.

12. Access and audit access rights

12.1. The Licensor, shall upon reasonable notice and during normal working hours, have access to all electronic systems and records maintained by the Licensee containing the Software and any data pertaining to its use, 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 this Agreement. The Licensor performing such audit shall have the right to conduct such audit no more than twice per calendar year.

13. Termination

13.1. The Licensor may terminate this Agreement by giving to the Licensee not less than 90 days' written notice of termination after the end of the Minimum Term.

13.2. The Licensee may terminate this Agreement by giving to the Licensor not less than 90 days' written notice of termination after the end of the Minimum Term.

13.3. Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

(a) the other party commits a material breach of this Agreement, and the breach is not remediable;

(b) the other party commits a material breach of this Agreement, 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

13.4. Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

(a) 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;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) 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 Agreement); or

13.5. The Licensor may terminate this Agreement immediately by giving written notice to the Licensee if:

(a) any amount due to be paid by the Licensee to the Licensor under this Agreement is unpaid by the due date and remains unpaid upon for thirty (30) days following Licensor’s written notice to Licensee of such overdue payment (a “Late Payment Notice”).

(b) the Licensor has given to the Licensee at least 10 days' written notice, following the failure to pay, of its intention to terminate this Agreement in accordance with this Clause 13.5.

14. Effects of termination

14.1. Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 8.2, 8.4, 11, 14, 16 and 17.

14.2. Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

14.3. For the avoidance of doubt, the licenses of the Software in this Agreement shall terminate upon the termination of this Agreement; and, accordingly, the Licensee must immediately cease to use the Software upon the termination of this Agreement.

14.4. Within 2 Business Days following the termination of this Agreement, the Licensee shall:

(a) irrevocably delete from all computer systems in its possession or control all copies of the Software,

and if the Licensor so requests the Licensee shall procure that a director of the Licensee certifies to the Licensor, in a written document signed by that person and provided to the Licensor within 5 Business Days following the receipt of the Licensor's request, that the Licensee has fully complied with the requirements of this Clause 14.4.

Furthermore, Licensor may use any applicable and appropriate methods to block and halt the operation of the software.

15. Processing of Personal Data

15.1. As the Licensee’s website for signing up new clients may be hosted on a server supplied by the Licensor, the Licensor may receive personal data (as defined in EU GDPR regulation) if entered by potential clients of the Licensee.

15.2. In this case the Licensor shall act as a data processor in respect of such personal data and will, in relation to such personal data, act only upon instructions given to it by the Licensee, who shall be the controller of such personal data.

15.3. The Licensor shall process personal data provided to it by the Licensee pursuant to this Agreement in compliance with applicable EU regulations on processing of personal data.

15.4. For the purposes of verifying compliance with this Agreement, particularly the applicable Charges, the Licensor can collect and process the Licensee’s usage metrics such as, but not limited to, the number of projects on the Licensee’s platform, the number of new, active and inactive users, investments made by the users, and other specific project metrics.

16. Force Majeure

16.1. The Parties acknowledge that force majeure may be relevant for this Agreement as the services and access to the Software as provided by the Licensor may be restricted or delayed due to force majeure events outside the control of Licensor.

16.2. The Licensor shall be entitled to restrict, close or in any other way disable the access to the Software in the event of a force majeure situation. A force majeure event shall be any extraordinary situation beyond the control of either party, an act of God, which shall relieve both Parties from liability against each other.

17. Compliance

17.1. The Licensee hereby undertakes to have all relevant and sufficient licenses in its jurisdiction to offer its business model including the use of the Software as provided by Licensor. The Licensee furthermore undertakes to be compliant with all legal and regulatory requirements in the jurisdictions where it is active and offering its services and products.

17.2. The Licensor is duly and validly registered for business as a software provider.

18. Notices

18.1. The parties' contact details for notices under this Clause 18 are as follows:

(a) in the case of business and license related notices sent by the Licensee to the Licensor, [email protected]; in case of technical questions and issue reports, [email protected]

(b) in the case of notices sent by the Licensor to the Licensee, the contact information indicated by the Licensee during sign up will be employed.

18.2. The addressee and contact details set out in Clause 18.1 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 18.

19. General

19.1. Licensor is allowed to use Licensee as a reference, on its website, in a press release, and in other relevant marketing material. Licensee will participate in making a good press release and in distributing this within its network.

19.2. No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

19.3. If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

19.4. This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

19.5. 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 Agreement.

19.6. This 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 Agreement are not subject to the consent of any third party.

19.7. This Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

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

19.9. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, 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 this Agreement 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 this Agreement, 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.

20. Interpretation

20.1. In this Agreement, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

20.2. The Clause headings do not affect the interpretation of this Agreement.

20.3. References in this Agreement to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

20.4. In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

SCHEDULE 1 (SOFTWARE LICENSE PARTICULARS)

1. Specification of Software

The Software includes the products, services, functions, systems, and capabilities listed in the DigiShares Product Sheet.

Deployment will begin, once the Onboarding Process has been completed.

2. Software license

Software may be used only by Licensee and its employees and management.

There is no limit on the number of users or issuance rounds.

3. Payment

a. Licensee shall pay a one-time onboarding fee (the “Onboarding Fee”) promptly after accepting this Agreement. This includes: software licenses, tech setup, training of staff. * See terms on “Sign Up” page, to be amended to this agreement.

b. Licensee shall pay a fee on the first calendar day of each month during the Term for use of the Software (the “Platform Fee”). The Platform fee includes upgrades, bug fixes, tech support, server management and the ability to manage two assets through the Software. Upon execution, the Licensee commits to a minimum of 3 months of non-discounted Platform Fees in the lifetime of the Agreement. ** See terms on “Sign Up” page, to be amended to this agreement.

c. Licensee shall pay a fee if additional assets are managed through the Software (the “Additional Asset Fee”). The Additional Asset Fee shall be paid on the first calendar day of each month during the Term for use of the Software and is based on the number of assets actively managed through the Software during the previous calendar month, as follows:

● $200/mo./asset for assets 3 to 5

● $100/mo./asset for assets 6 to 10

● $50/mo./asset for assets 11+

● An actively managed asset is defined as an asset with 5 investors or more in its cap table.

d. Trading on the DigiShares bulletin board is free of charge, with the exception of applicable gas fees charged by the blockchain network chosen by the Licensee. No transaction fees are charged by the Licensor. Licensee must determine the need for any regulatory licenses in their jurisdiction to enable secondary trading on the bulletin board.

e. Licensee shall pay a $100 monthly fee to the Licensor if the Dwolla integration is selected + additional transaction fees charged by Dwolla.

All values in this Section 3 are expressed in US Dollars.

DigiShares Platform Subscription Agreement

This Platform Subscription Agreement is between the entity you represent, or you as an individual if you do not represent an entity (the "Licensee"), and DigiShares [1] A/S (the "Licensor"). The Agreement lists the platform subscription terms and conditions, including subscription charges and non-payment consequences.