Terms and Conditions: dApp Users & Issuers

1.   Definitions

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1. Token Offering/s (TO):  Tokenization process undertaken by the Issuer using Brickken technology, in which the Issuer offers ownership of an underlying asset in the form of a Token to buyers.

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2. You: natural or legal person(s) who use the dApp and consequently the Website. Likewise, those legal entities that carry out and/or have carried out an TO process through the dApp, and to which these Terms and Conditions for Issuers will apply (hereinafter, "T&C"). For the avoidance of doubt, these T&Cs will apply to ou if you make a TO through the dApp, regardless of whether you are acting on your own behalf as a natural person or whether you are doing so on behalf of an organization. Therefore , in any case, if you act directly or on behalf of a company, you will be referred to in these T&Cs as You.

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3. Issuer/s: This term together with "You" refers to the person(s) or entity(ies) that carry out and/or have carried out an TO process through the dApp. For clarification purposes, our commercial relationship is only maintained with the Issuer(s).

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4. Token Buyer(s): natural or legal person(s) who purchase or are interested in purchasing Tokens in the TO process.

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5. dApp: the decentralized application created by Brickken that runs on a decentralized network and works autonomously, to which you will have access through the Website and where, if you decide to carry out a TO, you will have a dashboard or dashboard ” that will allow you to create your own landing page. For clarification purposes, this landing page will allow you to sell your tokens, manage your buyers, etc. 

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6. Know Your Customer (KYC): process that will be used by Brickken in order to verify the identity of the beneficial owners, legal representatives, etc. of an Issuer. In addition, you will have incorporated into your user the functionality that your Buyer(s) must carry out this procedure in order to also verify their identity. In practice, the goal of KYC is to prevent money laundering and other financial crimes, and to ensure that you and your Token Buyer(s) comply with regulatory requirements. 

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7. Know Your Business (KYB): Similar procedure to KYC, but in this case, a company's identity and background are verified to comply with anti-money laundering and anti-fraud measures. This process will involve collecting and reviewing information about a company's ownership, management, business activities and other relevant information to assess its risk profile.

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8. Token: unit of digital value that will be created by the Smart Contract that the Issuer(s) will issue in favor of their Token Buyer(s).

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9. Smart contract/s: self-executing contract coded directly as lines of code, which is automatically executed when predetermined conditions are met, allowing the execution of the TO. 

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10. Expert Collaborator(s): person, entity, organization, etc. with extensive knowledge in a specific topic related to tokenization (legal, marketing, finance, etc.), who at the direct request of an Issuer will be able to provide support within the TO framework.

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11. Project: the reason and purpose of performing the TO.

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12. Web Page: is the page created by Brickken that contains direct access to the dApp.

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13. Technology Provider: Brickken provides the necessary technology for the Issuer(s) to carry out TOs according to their interests and needs. For clarification purposes, it should be noted that Brickken does not establish a direct relationship with the Token Buyers, nor does it assume any responsibility for the TOs made by the Issuer(s).

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14. Wallet: digital mechanism used by the Token Buyer(s) to store and manage funds and tokens during the TO. This wallet is an application or platform provided by a third party that allows access to funds and tokens, without Brickken having direct access to them at any time as it is a non-custodial wallet solution, in which full control of the assets and private keys remain exclusively in the hands of the owner.

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15. License Agreement: formal agreement between the Issuer and Brickken where Brickken as a Technology Provider provides a license to use the dApp to the Issuer so that it can use the tools incorporated in it and independently and directly create its landing page and carry out the process of TO.

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16. Soft Cap: Minimum amount to be obtained when the sale of Tokens is carried out before the end date stipulated by the Issuer(s) through the dashboard and which will appear on the landing page. Once this amount is achieved within the stipulated period, the Smart Contract is activated, allowing the automatic transfer of the Issuer funds and delivery of the Tokens to the Expert Collaborator(s). If the Soft Cap is not reached, the Smart Contract will automatically return, the funds raised will be returned to the Expert Collaborator(s).

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2.   Who are we?

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1. We are Brickken Solutions, S.L. (hereinafter, "Brickken" or "Us") a Spanish limited company with registered office at Llacuna Street, number 162, module 302 (Barcelona), 08018.

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2. We are a company duly registered in the Commercial Registry of Barcelona, ​​Spain, with CIF B67557603.
    
3. In this sense, we want to inform you that we are the developers of the Website and the dApp that you are using in which you can carry out a TO, through your own dashboard and landing page.

3.   Purpose

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1. The purpose of these T&C is to regulate the relationship between You and Brickken. 

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4.   TO’s procedure

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1. The Issuer must first complete the necessary KYC procedures and sign the corresponding License Agreement with Brickken.

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2. Subsequently, the Issuer must pay the corresponding fee described in the License Agreement according to the type of license contracted, and it is then that Brickken will provide access to the dApp to carry out the TO process.

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3. Upon receiving access to the dashboard, You will be responsible for uploading all relevant information, including information necessary for Token Buyer(s) to understand the details and conditions of your Project and the TO process. In this sense, you must provide truthful information and maintain transparency at all times towards your Token Buyers, and therefore consistently follow the principle of good faith.

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4. Without prejudice to the provisions of clause 4.3 above, in order to assist you, Brickken has incorporated certain guidelines into the dApp, so that you can have a general understanding of the information to be presented. These guidelines are merely indicative, so if you are not sure of the required information, you should consult a professional advisor. To this end, you can contact Expert Collaborator(s), who can help you.

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5. Based on the foregoing and for the avoidance of doubt, You understand and acknowledge that in no event will Brickken, as a Technology Provider, be liable to You, your Token Buyer(s) or any third party for any direct, indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenue, whether incurred directly or indirectly, or any loss of data, use, goodwill or other intangible losses, arising out of or in connection with information uploaded by You alone or with the valuation of a advisor or an Expert Collaborators, as well as by the guidelines provided by Brickken, as they are for informational purposes only.

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6. Furthermore, You acknowledge and agree that You are solely responsible for Your relationship with the Token Buyer(s). Brickken, as a Technology Provider, assumes no responsibility for the obligations or interactions of the Issuer(s) with the Token Buyer(s). 

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7. Finally, any sale of a TO is directly between You and the Token Buyer(s), so Brickken does not act as an intermediary, and, therefore, You understand that any dispute or problem arising from the sale, management, distribution , purchase, etc. of Tokens will be resolved exclusively between the Issuer(s) and the Buyer(s) of Tokens.

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5.   No Liability for Soft Cap

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1. You acknowledge that Brickken will not be responsible in any case if you do not reach the Soft Cap that you set for the TO.

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2. In the event that the Soft Cap limit is not met, Brickken will not be liable for any direct, indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenue, whether incurred directly or indirectly, or any loss of data, use, goodwill or other intangible losses, arising out of or in connection with the Soft Cap.

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3. The responsibility for the promotion and marketing of the TO to achieve the Soft Cap falls exclusively on the Issuer(s) 

6.   Know Your Customer or Know Your Business Procedure

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Brickken “Know Your Customer” or “Know Your Company” Procedure: 

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1. When using the dApp and before your TO begins, you will need to carry out a KYC procedure. It is of utmost importance that the information you provide when performing a KYC is true and up-to-date at all times. 

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2. Consequently, if the necessary KYC processes are not properly carried out and/or completed, Brickken will not grant you access to the dApp and the dashboard, therefore you will not be able to create your landing page, thus preventing the start and/or achievement of the corresponding TO. 

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3. In the event of your failure to comply with the above obligations, Brickken will be entitled to claim compensation from you, and will not be liable for any direct, indirect, incidental, special, consequential or punitive damages, or any loss of profits or income, incurred. directly or indirectly, nor for the loss of data, use, goodwill or other intangible losses, which may have been caused to the Token Buyer(s) or any third party as a consequence of said breach.

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2. "Know your customer" or "Know your company" procedure by the Issuer: 

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1. As you know, one of the functionalities incorporated in the dApp is to be able to use the KYC and KYB services that Sum And Substance Ltd, a company incorporated in England with company number 09688671 and registered office at 30 St. Mary Ax, London, England, EC3A 8BF provides the objective of verifying the potential buyers of its tokens.  

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2. Notwithstanding the above, at all times, through the whitelist process, you will have the possibility of deciding whether you want to authorize the deposit of the Token you have created to one of your potential Token Buyer(s), that is, you will have the possibility of perform the final verification of all your Token Buyer(s).

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7.   Base “AS IS”

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1. The website, dApp, the landing page and dashboard are provided "AS IS". Therefore, You expressly disclaim all warranties, representations and conditions of any kind, whether express or implied, including, but not limited to, suitability, completeness, performance, accuracy, merchantability and/or fitness for a particular purpose. 

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8.   Expert Platform and Disclaimer

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1. Within the dApp ecosystem there are Expert Collaborator(s) who provide their services related to tokenization (legal, marketing, financial, etc.) to help the Issuer(s) carry out their TOs.

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2. You acknowledge and agree that:

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3. Contacting and engaging with Expert Collaborator(s) is at your own risk. Brickken does not endorse or guarantee the experience, advice or services provided by them.

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4. You understand that any reliance on the services of the Expert Collaborator(s) is at your own discretion and responsibility.
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5. You agree to hold Brickken harmless from any liability, obligations, claims or damages arising from or related to your engagement with Expert Collaborator(s), including but not limited to any dissatisfaction with their services, errors or inaccuracies in their advice, or any financial or legal resulting from its services.

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9.   Recognitions and commitments of the Issuer

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1. By using the website, the dApp and/or performing a TO, you agree that:
   1. You are solely responsible for providing your Token Buyer(s) with accurate and relevant information that allows them to fully understand the potential advantages and disadvantages of your Project and TO. In this sense, you must always act in good faith;
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   2. You must provide your Token Buyer(s) with accurate and relevant information so that they can understand and invest with full knowledge of the potential advantages and disadvantages of your Project and TO. In this sense, you will always act in good faith;
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   3. At all times, You must comply with the regulations, laws and rules applicable to You and your Token Buyer(s). Therefore, you may hire the Expert Collaborator(s) that you consider necessary to be able to comply with all your legal, financial, etc. obligations. that you may have;
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   4. You must provide accurate, updated and real information when performing a KYC and/or KYB;
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   5. You are entirely responsible for any fraud, misrepresentation or other issues related to the sale of Tokens;
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   6. You are solely responsible for the relationship you maintain with your Token Buyer(s), advisors, Expert Collaborator(s), SUM AND SUBSTANCE LTD and other suppliers incorporated as tools for use in the dApp as Brickken only provides such technology. necessary for you to undertake the corresponding TO;
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   7. You will not reproduce, modify, prepare derivative works, distribute, license or exploit in any way the Website, the dApp, the Smart Contract(s), its dashboard, landing page, etc. when not expressly permitted by Brickken;
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   8. Before creating additional Tokens, You must: (i) inform Brickken; and (ii) comply with applicable laws and regulations; 
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   9. You will not reproduce, modify, prepare derivative works, distribute, license or exploit in any way the Website, the dApp, the Smart Contract(s), its dashboard, landing page, etc. when not expressly permitted by Brickken; 
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   10. You will not decompile or reverse engineer the Website, the dApp, the Smart Contract(s), the token sale store, the dashboard, etc.; 
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   11. You are solely responsible for informing Token Buyer(s) that when they participate in the TO process and purchase Tokens, they assume all risks associated with the use of the Smart Contract(s).
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   12. It will not deploy or launch any type of program to carry out any action related to data prospecting or actions aimed at damaging the operation and functionality of the Website, the dApp, the Smart Contract(s), the landing page or/and your dashboard; 
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   13. You will not remove, modify or any similar action aimed at altering Brickken's copyright on its brand, the Website, the dApp and the Smart Contract(s);
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   14. You will not provide access to the dApp, its dashboard or the token sale warehouse to any third party other than you or someone in your organization who has been duly authorized;
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   15. You will not use the Website, the dApp, its dashboard or the token sale warehouse for illicit, unauthorized or illegal purposes;
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   16. You will not damage, disable, overload or impair any server, network, system or resource of Brickken, its Website, dApp, the landing page, the dashboard and the Smart Contract(s);
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   17. You will not use the Website, the dApp, the dashboard and/or the landing page or the landing page to transmit malware, viruses or similar programs, or to publish or disseminate content of an offensive, racist, degrading or pornographic nature that may cause discomfort to the people;
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   18. Obstruct the access of other users to the Website and/or the dApp;
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   19. You will not use the Website, the dApp, the landing page, the dashboard, etc. with the aim of carrying out money laundering actions regardless of whether they are due to their negligent or willful conduct;
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   20. You will not use the Website, the dApp, the landing page, the dashboard, etc. with the intention of harming other users of the dApp and/or Brickken. For example, attempting to access other users' accounts or restricted areas of Brickken's computer systems;
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   21. You will not use the Website, the dApp, the landing page, the dashboard, etc. with a false identity, or access and/or use the dApp, under eighteen (18) years of age;
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   22. It will not break the security measures established by Brickken;
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   23. It will not carry out actions aimed at saturating the program, harming the correct functioning of the Website, the dApp, the landing page, the dashboard and the Smart Contract(s); 
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   24. You will not violate any applicable local, state, national or international law or the content of these T&Cs.
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2. In the event that You carry out any of the actions described above, Brickken reserves the right to adopt the measures provided for by law and that it deems appropriate, such as blocking your access to the dApp, the dashboard, the landing page and initiating a judicial procedure to restore the infringed right and/or bring it to the attention of the competent public administrative body.
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3. You acknowledge and understand that working with blockchain technology and using the website, the dApp, the dashboard, the landing page and the Smart Contract(s) involve certain risks. These risks may include, but are not limited to, technological failures, network instability, hacking, fraud, regulatory changes and other unforeseen events. You agree that Brickken, as a Technology Provider, will not be responsible for any loss, damage or liability arising from such risks.

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10.   Exclusion of warranties and limitation of liability

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1. Brickken does not guarantee that the dApp, the Smart Contract(s), the dashboard and the landing page will be uninterrupted or error-free. Furthermore, Brickken, to the maximum extent permitted by applicable law, will not be liable for any damages resulting from:

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1. The information that your Token Buyer(s) and/or You have provided; 

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2. Your use of the Website, the dApp, the dashboard, the landing page, etc.;

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3. The relationship You have with your Token Buyer(s), Sum and Substance Ltd, Expert Collaborator(s) and/or other Issuers;

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4. Deficiencies in the server service, or communication networks, or problems resulting from the malfunction or use of non-optimized versions of browsers;

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5. Interferences, omissions, interruptions, computer viruses, breakdowns and/or disconnections in the operational functioning of the electronic system or computer devices and equipment;

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6. Delays or blocks in use caused by Internet or blockchain deficiencies or overloads; 

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7.  Access by minors to the contents of the dApp, the dashboard and the landing page, etc. when false, incorrect or misleading information and/or data is used;

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8. Attacks by hackers or other malicious groups or organizations that may attempt to interfere with the smart contract(s), wallets, dashboard, landing page, Website, and dApp in various ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, sibylline attacks, smurfing, spoofing, etc.;

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9. Unintentional errors or weaknesses that may negatively affect the Website, the dApp, the dashboard and the landing page;

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10. Damage resulting from the malfunction of Internet or network access providers, causes of Force Majeure or any other unforeseen contingency; 

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11. Failures or incidents that may occur in communications, deletion or incomplete transmissions such that it is not guaranteed that the services of the Website, the dApp, the dashboard and the landing page, etc. are constantly operational; 

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12. Delays or blockages in use caused by deficiencies or overloads of the Internet or other electronic systems that may be caused by third parties through illegitimate interference; and

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13. The industry in which Brickken operates is new and may be subject to increased oversight and scrutiny, including investigations or enforcement actions. There is always the possibility that government authorities will examine Brickken's operations and/or take legal action against Brickken. Such government activities may or may not target Brickken in particular. Although Brickken is making every effort to comply with all existing regulations, due to multiple uncertainties and frequent changes in the rapidly evolving market for cryptographic tokens, digital assets and blockchain technology, Brickken may still be subject to lawsuits, settlements, fines or sanctions, or may have to restructure its operations and activities or stop offering certain products or services, all of which could damage Brickken's reputation or lead to increased operating costs, which in turn may have a material adverse effect on the SmartContract(s), the dashboard, the landing page/or the dApp. 

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2. Based on the foregoing, to the extent legally possible, You agree to hold Brickken harmless for any losses, damages, fines and expenses arising from or related to any claim due to the above situations.

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11.   Intellectual Property Rights and Trademarks

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1. Intellectual and industrial property rights refer to each and every one of the rights that may be provided to brands, inventions, useful models, designs, software, know-how, design, techniques, processes, computer programs (including source codes ), registered or not, including registration requests, rights to technical documentation, methodologies, business model, Website, Smart Contract(s), dApp and its features, trade secrets and industrial, know-how and also copyright, and other intellectual property objects (hereinafter, "Intellectual Property Rights").

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2. Based on the foregoing, the Property Rights will remain the property of Brickken at all times. In this sense, You accept that the use of the dApp, the landing page and any other functionalities do not imply the acquisition of any Intellectual Property Rights.

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3. Furthermore, You understand that Brickken is a registered trademark with the European Union Trademark Registration Office. Therefore, any use of said brand or domain by third parties is expressly prohibited, as is copying, transmitting, modifying or deleting the information, content or warnings from the Website and/or the dApp.
   
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4. ‍If applicable, the Issuer, by signing this Contract, accepts that Brickken may use the corporate image (logo) of the Issuer in different promotional media, such as website and/or blog, social networks, catalogs and/or or corporate brochures, among others, and Brickken undertakes to treat them respecting, at all times, the right to honor and the brand image of the Issuer.

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12.   Compliance

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1. By performing a TO and using the dApp, You agree to comply with all applicable laws, including, but not limited to, anti-corruption laws and regulations and applicable laws regarding bribery, extortion and kickbacks.

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13   Force Majeure

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1. Brickken will not be responsible for the non-execution, total or partial, of the content of these T&C due to a fortuitous event or force majeure; acts of war, hostility or sabotage; pandemics; epidemics; interruption of telecommunications, Internet or electricity services; government restrictions; or any other event beyond Brickken's reasonable control ("Force majeure case"). 
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2. ‍As a general rule, Force Majeure and the events derived from it will not be cause for resolution of the T&C, unless said situation lasts for more than thirty (30) days. If after this period Brickken considers it necessary, it may resolve the T&C and services.

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14.   No Professional Advice

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1. All information provided by Brickken on your behalf is for informational purposes only and should not be construed as professional advice. 
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2. ‍Therefore, We strongly recommend that before making any financial, legal, or other decisions involving or/and arising from the information appearing on the dApp, landing page, etc., You seek independent professional advice from an individual. who is licensed and qualified in the area for which such advice would be appropriate. In this sense, if You consider it appropriate, You can contact an Expert Collaborator.

15.   Duration

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1. Brickken may terminate the relationship formalized with You when it detects unauthorized or supposedly unauthorized use of the dApp, the landing page, the TO process, etc. If Brickken exercises this power, it will not assume any obligation and/or liability towards You.

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16.   Customer service

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1. In case you have any questions, queries or comments about the T&C and/or access, use, features, etc. of the Website, dApp, landing page, dashboard, TO procedure, etc., please contact Brickken at the following email address: [email protected].

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17.   Applicable law and Jurisdiction

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1. These T&Cs will be governed and interpreted in accordance with Spanish legislation, except in those matters in which a mandatory rule applies. 
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2. ‍Furthermore, any dispute arising out of or in connection with the T&C shall be submitted exclusively to the jurisdiction of the courts of Barcelona, ​​Spain.

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18.   Miscellany

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1. Prevalence
   In the event of a conflict between the terms of the License Agreement and these T&Cs, the agreed provisions of the License Agreement will prevail, reflecting the intent and agreement between You and Brickken. 

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2. Assignment

Brickken will have the right to assign its contractual position to another company.

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3. Divisibility

If any of the provisions of these T&C are declared null, invalid or inapplicable, said declaration will not affect the remaining provisions of the same.

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4. Amendments

Brickken reserves the right to modify these T&C from time to time. Therefore, Brickken encourages You to consult them regularly. In this sense, by using the dApp, You agree to be bound by any modification of these T&C.

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November 8^th, 2024

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