Terms of use

Effective Date: September 4, 2026

Last Updated: September 4, 2026

Version: 1.5

Tokisphere / info@tokisphere.com

Please read carefully

These Terms contain a binding individual arbitration agreement and a class action waiver in Section 21. They affect your legal rights. You may opt out of arbitration within 30 days of first accepting these Terms by following the procedure in Section 21.9.

Tokisphere is not an investment platform. Nothing on the Service is an offer to sell, or a solicitation of an offer to buy, any security or other financial instrument. Votes and any indicated amounts are non-binding informational signals. No funds are collected, held, escrowed, transferred, settled, or invested through the Service. See Section 3.

1. Acceptance of These Terms

1.1 Agreement

These Terms of Use (the "Terms") form a legally binding agreement between you and Tokisphere governing your access to and use of the website located at tokisphere.com and its subdomains, together with all related pages, features, tools, content, applications, and services (collectively, the "Service").

1.2 How You Accept

You accept these Terms by any of the following: (a) accessing or browsing the Service; (b) creating an account; (c) recording a Vote; (d) submitting a Listing; (e) purchasing a Subscription; or (f) clicking any button or checkbox presented alongside a reference to these Terms. If you do not agree, do not access or use the Service.

1.3 Capacity and Authority

If you accept these Terms on behalf of an entity, you represent and warrant that you are authorized to bind that entity, and "you" refers to both you individually and that entity. If you lack that authority, you may not use the Service on the entity's behalf.

1.4 Incorporated Documents

The following are incorporated into these Terms by reference and form part of your agreement with us: the Privacy Policy, the Cookie Policy, the Acceptable Use Policy (Section 11), the Listing Content Standards (Section 9.4), the Community Guidelines governing Discussion features (Section 12), and any order form, subscription plan description, or supplemental terms presented to you at the point of purchase or feature access. In the event of a conflict, supple- mental terms control for the specific feature they govern; otherwise, these Terms control.

1.5 Separate Agreements

Nothing in these Terms creates, or is intended to create any agreement between Tokisphere and you concerning the purchase, sale, or issuance of any security or other financial instrument. Any relationship you form with an Issuer or any other User arising from information encountered on the Service is solely between you and that party, and Tokisphere is not a party to it. See Section 3.6.

2. DEFINITIONS

"Concept" means the business, project, asset, venture, or idea described in a Listing.

"Discussion" means any comment, reply, question, message board, or other User-to-User communication feature offered on or in connection with a Listing.

"Issuer" means a User that creates, submits, publishes, or manages a Listing, and includes each individual acting on that User's behalf.

"Listing" means a page published on or submitted to the Service that describes a Concept. A Listing is a descriptive page. A Listing is not an offering document, prospectus, private placement memorandum, subscription agreement, term sheet, offering circular, investment opportunity, equity offering, reservation, allocation, subscription, order, commitment, or any form of offer or solicitation.

"Vote" means a non-binding indication of potential investment interest recorded by a User in relation to a Listing, including, where the Service permits, a non-binding dollar-denominated indicated-interest amount the User may be interested in investing if a legally compliant offering later exists through a separate process, as described in Section 6. A Vote, Interest Goal, indicated amount, or similar field is an informational signal only and is not a target raise, fundraising goal, committed capital, reserved capital, offering amount, or progress toward financing.

"Voter" means a User that records a Vote.

"Review" means the editorial and disclosure-hygiene process described in Section 8.

"Subscription" means a paid plan that enables publication of a Listing and related features, as described in Section 10.

"User," "you," "your" means any person or entity that accesses or uses the Service in any capacity, including visitors, Voters, Issuers, and account holders.

"User Content" means any text, image, document, file, link, video, data, or other material sub- mitted, uploaded, transmitted, or made available on or through the Service by a User, including Listing content, uploaded materials, Discussion posts, profile information, and messages.

3. NATURE OF THE SERVICE - WHAT TOKISPHERE IS AND IS NOT

This Section is a material term of these Terms. Your agreement to it is a condition of access to the Service.

3.1 What the Service Is

Tokisphere is a demand-measurement and information publishing platform. The Service permits Issuers to publish descriptive pages about Concepts and permits Users to record non-binding indications of potential investment interest in those Concepts, including a non-binding amount a User may be interested in investing if a legally compliant offering later exists through a separate process. Aggregate expressions of interest may be displayed as counts and used to order and rank Listings within the Service, and Tokisphere may provide demand-measurement, aggregate, or User-elected information to Issuers for informational purposes only. The entire function of the Service is the collection and display of informational signal, not the offer, sale, purchase, reservation, allocation, subscription, order, commitment, transfer, clearing, settlement, or execution of any security or transaction. URL paths, navigation labels, product labels, badges, buttons, field names, and other Service terminology must be consistent with that limited informational function and must not characterize Listings as offerings, securities offerings, investment opportunities, equity offerings, reservations, allocations, subscriptions, orders, commitments, or progress toward financing.

3.2 No Securities Offering

Nothing on, in, or accessible through the Service constitutes, or is intended to constitute: (a) an offer to sell, or a solicitation of an offer to buy, any security, investment contract, note, interest in a limited partnership or limited liability company, membership interest, share, unit, token, digital asset, fractional interest, participation, or any other instrument, whether or not deemed a "security" under the Securities Act of 1933, the Securities Exchange Act of 1934, any state "blue sky" law, or the law of any non-U.S. jurisdiction; (b) an offering document, disclosure document, prospectus, offering circular, offering memoran- dum, private placement memorandum, term sheet, subscription document, or any communica- tion required to be filed with or reviewed by the U.S. Securities and Exchange Commission (the "SEC"), the Financial Industry Regulatory Authority ("FINRA"), any state securities regulator, or any comparable authority; (c) a recommendation, endorsement, opinion, rating, or advice regarding the merits, suitability, prospects, valuation, or advisability of any Concept, Listing, Issuer, transaction, or investment; (d) an invitation or inducement to engage in investment activity for purposes of the UK Financial Services and Markets Act 2000 or any comparable non-U.S. law; or (e) any sale, purchase, reservation, allocation, subscription, order, commitment, entitlement, priority right, transfer, settlement, or execution of any security or other financial instrument. No Listing may use "offering," "equity," security-type labels, security-type badges, or comparable terminology except as part of a separate legally reviewed regulated offering process outside the ordinary Service. Any securities offering, subscription, investment decision, investor verification, payment, closing, issuance, transfer, or other transaction must occur, if at all, separately from Tokisphere through a legally compliant process conducted by persons responsible for that process.

A Vote, indicated amount, Interest Goal, or other non-binding indication of potential investment interest is solely an informational signal. It is not an offer, acceptance, subscription, reservation, allocation, order, commitment, contract, obligation, entitlement, priority right, right of first refusal, right to receive securities or allocation, target raise, fundraising goal, committed capital, reserved capital, offering amount, progress toward financing, or representation that the Voter is accredited, qualified, eligible, suitable, or legally permitted to participate in any future offering or transaction.

3.3 No Funds, No Custody, No Settlement

Tokisphere does not, at any time and in any capacity: (a) accept, receive, hold, transmit, escrow, or disburse funds, securities, subscriptions, investment commitments, payment credentials, brokerage-account assets, investment-account assets, or digital assets belonging to or intended for any User; (b) maintain custody or control of any customer asset; (c) hold, safeguard, reserve, allocate, subscribe for, issue, or transfer any security; (d) effect, clear, settle, or facilitate the settlement of any transaction; (e) provide any payment, money-transmission, banking, brokerage, investment-account, clearing, settlement, escrow, custody, or transfer-agent service; or (f) perform investor verification, accreditation verification, KYC/AML, sanctions screening, suitability, appropriateness, or eligibility determinations for any offering. The only payment Tokisphere accepts is a Subscription fee paid by an Issuer to Tokisphere for use of the Service, processed by a third-party payment processor.

3.4 No Regulated Status or Function

Tokisphere is not, and does not hold itself out as, and the Service does not operate as, a transaction platform for securities or other financial instruments or as any of the following, regardless of whether a User records or communicates a non-binding indication of potential investment interest:

a broker or dealer registered or required to be registered under Section 15 of the Securities Exchange Act of 1934;

a "funding portal" within the meaning of Section 3(a)(80) of the Exchange Act or Regulation Crowdfunding;

a national securities exchange, an alternative trading system ("ATS"), or any facility that brings together orders of buyers and sellers of securities or uses established, non-discretionary methods under which orders interact;

an investment adviser registered or required to be registered under the Investment Advisers Act of 1940 or any state law;

an investment company under the Investment Company Act of 1940;

a transfer agent, clearing agency, or municipal advisor;

a commodity pool operator, commodity trading advisor, futures commission merchant, swap dealer, or introducing broker;

a bank, trust company, escrow agent, money services business, money transmitter, or payment institution;

a crowdfunding portal, fundraising platform, or capital-raising service; or

a fiduciary, agent, trustee, underwriter, placement agent, finder, investment banker, promoter, solicitor, arranger, securities-account provider, brokerage-onboarding provider, investor-verification provider, KYC/AML provider, suitability or eligibility screener, or representative of any User.

3.5 No Transaction-Based Compensation

Tokisphere's compensation consists solely of flat, periodic Subscription fees and does not depend on, and is not calculated by reference to, the occurrence, size, success, pricing, completion, conversion, or outcome of any securities transaction, capital raise, financing, offering, indicated-interest amount, Vote volume, or sale of any Concept. Subscription tiers, plan names, marketing descriptions, features, and pricing may not be named, marketed, structured, or priced by reference to any target raise, raise goal, offering size, capital sought, indicated-interest amount, Vote volume, conversion, successful financing, transaction size, or similar transaction-related metric. Tokisphere receives no commission, success fee, carried interest, warrant, equity, finder's fee, referral fee, spread, markup, or other transaction-based, transaction-contingent, success-based, capital-raised-based, Vote-volume-based, conversion-based, or outcome-based compensation from any Issuer, Voter, or third party. Tokisphere does not negotiate terms, par- ticipate in negotiations, structure transactions, prepare or distribute offering materials, solicit purchasers, provide valuations, or handle documentation for any transaction.

3.6 No Matching, Introduction, or Referral Service

The Service does not match Voters to Issuers, identify or recommend particular investors or Issuers to one another, route or transmit indications of interest for the purpose of effecting transactions, or make introductions in exchange for compensation. Rankings displayed on the Service reflect only relative counts of recorded Votes and are generated by uniform, non-discretionary display rules applicable to all Listings. Rankings are not, and must not be understood as, ratings, scores, endorsements, recommendations, or assessments of quality, investment merit, prospects, valuation, eligibility, or investment suitability.

3.7 No Advice of Any Kind

Tokisphere does not provide legal, investment, securities, tax, accounting, financial, valuation, regulatory, suitability, eligibility, or business advice. No content on the Service - including Listings, Review outcomes, rankings, analytics, guidance text, help documentation, AI-generated or AI-assisted output, or communications from Tokisphere personnel - constitutes advice or may be relied upon as advice, and Tokisphere does not recommend, endorse, approve, validate, verify, diligence, clear, or rank any Concept, Listing, Issuer, Vote, offering, or potential transaction based on investment merit. You must consult your own professional advisers before making any decision.

3.8 Independent Conduct of Users

Any decision by an Issuer to pursue a capital raise, financing, securities offering, product launch, or other course of action, and any decision by any person to participate in such an activity, is made independently, off the Service, and without any involvement, facilitation, participation, or responsibility of Tokisphere. Tokisphere does not conduct, sponsor, co-sponsor, facilitate, participate in, receive compensation from, or have any role in any subsequent transaction. Any "For institutions," "Tokiworld," regulated offering, or comparable content, if made available, must be clearly separate from Tokisphere's ordinary Service, must be specifically approved for a separate regulated process, must operate only under its own applicable terms, disclosures, offering documents, privacy notices, and procedures, and must not imply that Tokisphere provides broker, funding portal, ATS, investor verification, onboarding, matching, allocation, transaction, escrow, payment, custody, settlement, or regulated offering services through the ordinary Service. Tokisphere may provide demand-measurement, aggregate, or User-elected information to Issuers for informational purposes, but does not introduce Issuers to investors, does not provide Issuers with investor lists for transaction execution, and does not represent that any Vote will result in any transaction.

3.9 No Representation as to Regulatory Effect

Tokisphere makes no representation, warranty, or assurance that use of the Service, publica- tion of a Listing, or the collection of Votes: (a) complies with any securities, commodities, consumer-protection, advertising, or other law applicable to you; (b) constitutes or does not constitute "general solicitation" or "general advertising" under Rule 502(c) of Regulation D; (c) satisfies, qualifies for, or preserves any exemption from registration, including under Regulation D (Rules 504, 506(b), 506(c)), Regulation A, Regulation Crowdfunding, Regulation S, or Section 4(a)(2); (d) constitutes a permitted "testing the waters" or "solicitation of interest" communi- cation under Rule 255, Rule 206, Section 5(d) of the Securities Act, or any comparable rule; (e) avoids "gun-jumping" or conditioning-the-market issues under Section 5 of the Securities Act; or (f) is permissible in any non-U.S. jurisdiction. Determining the effect of any public communication on your available offering paths is solely your responsibility and the responsibility of your own counsel.

3.10 Acknowledgment

By using the Service, you acknowledge that you have read, understood, and agree to this Section 3, and that your understanding of the nature of the Service is as described in it. You agree not to characterize, describe, or represent Tokisphere or the Service to any third party in a manner inconsistent with this Section, including by using "offering," "equity," security-type labels, security-type badges, regulated-offering labels, or transaction terminology for Listings except as part of a separate legally reviewed regulated offering process outside Tokisphere's ordinary Service.

4. ELIGIBILITY AND JURISDICTIONAL RESTRICTIONS

4.1 Age

The Service is not directed to and may not be used by anyone under 18 years of age. By using the Service, you represent that you are at least 18. If we learn that a person under 18 has provided personal information, we will delete it. See the Privacy Policy.

4.2 Capacity

You must have the legal capacity to enter a binding contract in your jurisdiction.

4.3 Prohibited Persons

You may not access or use the Service if you are: (a) located in, ordinarily resident in, or organized under the laws of any jurisdiction subject to comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, Zaporizhzhia, and Kherson regions of Ukraine); (b) identified on the U.S. Treasury Department's Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List, the Denied Persons List, the Entity List, or any comparable restricted-party list maintained by the United States, the United Nations, the European Union, or the United Kingdom; (c) owned or controlled by, or acting on behalf of, any such person; or (d) otherwise prohibited by applicable law from using the Service.

4.4 Statutorily Disqualified and Barred Persons

You may not create, submit, or manage a Listing, or hold an Issuer account, if you or any of your officers, directors, general partners, managing members, 20%-or-greater beneficial owners, or promoters is subject to: (a) a "bad actor" disqualifying event under Rule 506(d) of Regulation D; (b) a statutory disqualification under Section 3(a)(39) of the Exchange Act; (c) any bar, sus- pension, or order of the SEC, FINRA, the CFTC, any state securities or insurance regulator, or any comparable non-U.S. authority; or (d) any injunction or order relating to fraud, securities, financial services, or dishonesty. You must notify us immediately if any such event occurs or is threatened. See Section 9.2(f).

4.5 Geographic Availability

The Service is operated from the United States and is intended for Users located in jurisdictions where its availability does not violate local law. We make no representation that the Service or any content on it is appropriate or available in any location. If you access the Service from outside the United States, you do so on your own initiative and are solely responsible for compliance with local law, including any law restricting the promotion or communication of investment-related activity.

4.6 Reservation

We may refuse, restrict, condition, or terminate access to the Service by any person, for any reason or no reason, at any time, including by geographic region or by category of User.

5. ACCOUNTS, REGISTRATION, AND SECURITY

5.1 When an Account Is Required

Browsing the Service and recording a Vote does not require an account. An account is required to draft, submit, publish, or manage a Listing, and may be required for other features we designate.

5.2 Accurate Information

You agree to provide accurate, current, and complete registration information and to keep it updated. We may verify any information you provide and may suspend or terminate accounts containing false, incomplete, or unverifiable information.

5.3 Credentials

You are responsible for maintaining the confidentiality of your credentials and for all activity occurring under your account, whether or not authorized by you. You agree to notify us immediately at info@tokisphere.com of any unauthorized access or suspected compromise. We are not liable for any loss arising from unauthorized use of your account.

5.4 One Account; No Transfer

You may not maintain more than one account without our written consent, permit any other person to use your account, or sell, transfer, license, or assign your account or any rights in it.

5.5 Entity Accounts

If your account is held by an entity, the entity is responsible for all use of the account by its personnel and for promptly removing access when personnel depart.

6. VOTES OF INTEREST

This Section is a material term of these Terms.

6.1 What a Vote Is

A Vote is a non-binding indication of potential investment interest: a signal, recorded by a User, that the User finds a Concept interesting or would like it to exist and, where the Service permits, a non-binding amount the User may be interested in investing if a legally compliant offering later exists through a separate process. A Vote, Interest Goal, indicated amount, or other dollar-denominated field is an informational signal and nothing else, and must not be presented as a target raise, fundraising goal, committed capital, reserved capital, offering amount, or progress toward financing.

6.2 What a Vote Is Not

A Vote is not, and does not create, evidence, or give rise to: (a) any payment, purchase, subscription, order, reservation, deposit, commitment of funds, soft commitment, committed capital, investment instruction, or instruction to buy or sell; (b) any offer to purchase or sell, agreement to purchase or sell, subscription, reservation, allocation, order, commitment, acceptance of any offer, or legally operative indication of interest in a securities offering; (c) any allocation, priority, right of first refusal, option, warrant, right of participation, or entitlement of any kind, whether in a future offering or otherwise; (d) any contract, obligation, or legally enforceable duty owed by the Voter to the Issuer, by the Issuer to the Voter, or by or to Tokisphere; (e) any security, financial instrument, or interest in any entity or asset; (f) any relationship of customer, investor, subscriber, shareholder, member, creditor, or beneficiary; or (g) any representation by the Voter that the Voter will participate in any future transaction, or that the Voter is accredited, qualified, sophisticated, suitable, or eligible to do so.

6.3 No Consideration; Non-Binding Indicated Amounts

Votes are recorded without payment, deposit, escrow, transfer of anything of value, brokerage-account opening, investment-account opening, subscription document, or investor-verification process. If the Service collects, displays, or transmits an indicated amount, Interest Goal, or other dollar-denominated field, that amount or field is a non-binding informational signal only; it is not a target raise, fundraising goal, offering amount, progress bar toward financing, denominated committed capital, reserved capital, a minimum or maximum investment, an order, a subscription amount, a reserved allocation, an investment instruction, or a basis for settlement, matching, eligibility, suitability, KYC/AML, accreditation, or any other investor-verification determination.

6.4 Withdrawal

A Vote may be withdrawn at any time, for any reason, without notice, consequence, penalty, or explanation. Withdrawal removes the Vote from counts prospectively.

6.5 Integrity of Votes

Votes are intended to reflect genuine interest by distinct individuals. You may not: record Votes through automated means; create or use multiple identities, addresses, devices, or accounts to record duplicative Votes; offer, solicit, provide, or accept any payment, discount, gift, allocation, priority, subscription right, investment opportunity, or other consideration in exchange for a Vote, indicated amount, Interest Goal, or withdrawal of any of them; or otherwise manipulate, inflate, suppress, or distort Vote counts, indicated amounts, Interest Goals, or rankings. We may remove Votes we determine in our sole discretion to be inauthentic, duplicative, automated, incentivized, or manipulative, and may suspend or terminate the accounts of Users involved. See Section 17.

6.6 Contact Information

If, and only if, you affirmatively elect to share contact information when recording a Vote, that information may be provided to the Issuer of the relevant Listing. Sharing contact information is optional and is never required to record a Vote. Your information is then handled by the Issuer as an independent controller and is subject to the Issuer's own practices and legal obligations, not ours. See Section 16 and the Privacy Policy.

6.7 No Reliance

A Vote count, indicated amount, Interest Goal, ranking, or aggregate demand display is a raw informational signal. It is not a measure of purchasing power, market size, target raise, fundraising goal, committed capital, reserved capital, available capital, offering amount, progress toward financing, eligibility, suitability, verified investor status, likelihood of any future transaction, or the quality, viability, legality, or prospects of any Concept. No person should rely on Vote counts, indicated amounts, Interest Goals, rankings, or aggregate demand displays for any purpose, and no person may represent that Tokisphere has validated, verified, diligenced, cleared, or endorsed the demand reflected in them.

7. LISTINGS AND THE MARKETPLACE

7.1 Listings Are Issuer Statements

Every Listing consists of statements made by, and solely attributable to, its Issuer. Tokisphere does not author, adopt, ratify, verify, audit, endorse, or guarantee any Listing content. Tokisphere is an interactive computer service provider with respect to information provided by another information content provider and claims all protections available under 47 U.S.C. § 230 and comparable law.

Tokisphere is not liable for, and disclaims all responsibility for, any statement, representation, omission, claim, forecast, projection, response, update, Discussion post, group communication, or other content made by an Issuer, any person acting on an Issuer's behalf, any Voter, any User, or any group, community, channel, or forum associated with a Listing. Such statements are User Content and remain solely the responsibility of the person or entity making them, even if Tokisphere provides formatting, hosting, Review, moderation, delay, removal, or other operational controls. No such statement is authored, adopted, ratified, verified, approved, endorsed, recommended, or guaranteed by Tokisphere, and no User or third party may rely on any such statement as a statement of Tokisphere.

7.2 AI-Assisted Drafting Tools

Where the Service offers tools that assemble, summarize, format, or suggest text based on inputs and files an Issuer supplies, the resulting output is a draft prepared at the Issuer's direction from the Issuer's own materials. The Issuer is solely responsible for reviewing, correcting, verifying, and adopting all such output before submission or publication. Output of automated tools may be inaccurate, incomplete, or misleading. Tokisphere makes no warranty as to any such output and does not adopt it as its own statement. By submitting a Listing, the Issuer adopts all of its content as the Issuer's own statement regardless of how it was drafted.

7.3 Ranking and Display

Listings are ordered and displayed according to uniform, non-discretionary rules we may pub- lish and change from time to time, based principally on recorded Vote counts and recency. We do not sell ranking position, promotional placement contingent on transaction outcomes, or preferential treatment. We may, in our discretion, remove, demote, delist, or restrict any Listing at any time under Section 17.

7.4 No Guarantee of Outcome

We make no representation or warranty that any Listing will receive any Votes, achieve any ranking, attract any attention, or produce any outcome, benefit, financing, or result of any kind.

7.5 Availability

The Service may be modified, interrupted, suspended, or discontinued in whole or in part at any time. Listings may be unavailable during maintenance or for technical reasons. We do not guarantee continuous availability, and we have no obligation to preserve, store, back up, or return any Listing or User Content following termination.

8. TOKISPHERE REVIEW

8.1 What Review Is

Review is an editorial and disclosure-hygiene check conducted before a Listing is published. Review considers whether a Listing appears: (a) intelligible to an ordinary reader; (b) complete as to the structural fields the Service requires; (c) accompanied by required non-offering dis- claimer language; and (d) accompanied by uploaded materials that are of the type the Listing describes.

8.2 What Review Is Not

Review is not, and must never be described or understood as: due diligence; investigation; verification, authentication, or confirmation of any statement, claim, credential, document, or fact; an audit; a background check; a merit determination; an assessment of quality, viability, prospects, valuation, or investment suitability; an endorsement, approval, certification, accreditation, or recommendation; a legal, tax, accounting, securities, or compliance review; a determination that any Listing or communication complies with any law applicable to any User; or advice of any kind.

8.3 Terminology

A Listing that completes Review is designated "Reviewed" or "Published after review," and only if that designation is accurate. Tokisphere does not use, and no User may use or imply, any "Verified" badge or similar badge, or the terms "approved," "verified," "vetted," "certified," "qualified," "cleared," "accredited," "endorsed," "offering," "equity," or any security-type label or badge in connection with Review, a Listing, an Issuer, or Tokisphere, except as part of a separate legally reviewed regulated offering process outside Tokisphere's ordinary Service.

8.4 Discretion

Review is conducted in our sole discretion. We may decline to publish any Listing, require revisions, or unpublish any Listing at any time, with or without reason or explanation. Completion of Review confers no right to remain published. We have no obligation to review any Listing, to review it to any standard, or to conduct Review at all, and we may discontinue or change Review at any time.

8.5 No Duty and No Reliance

Review is provided for the operational benefit of the Service. It creates no duty of care to any User or third party, and no User or third party may rely on Review, or on the "Reviewed" designation, as a basis for any decision. No fiduciary, advisory, or special relationship arises from Review.

8.6 Undisclosed Content

Tokisphere has no obligation to monitor, screen, or review User Content, Discussion posts, up- dates, or materials published after initial Review, and does not do so on any systematic basis. Any voluntary monitoring we undertake does not create an obligation to continue, expand, or perform it to any standard.

9. ISSUER TERMS, REPRESENTATIONS, AND COVENANTS

This Section applies to every Issuer and to every individual acting on an Issuer's behalf. It is a material term.

9.1 Independent Responsibility

Each Issuer is solely responsible for its own compliance with all applicable law, including federal and state securities laws, commodities laws, advertising and consumer-protection laws, privacy laws, and the laws of every jurisdiction in which the Issuer or the Issuer's audience is located. Each Issuer is solely responsible for obtaining and following the advice of its own legal counsel.

9.2 Issuer Representations and Warranties

Each Issuer covenants that it will not, on or through the Service: (a) offer, sell, solicit an offer to buy, or accept any offer, subscription, order, legally operative indication of interest, commitment, deposit, payment, or investment instruction for any security or other instrument; (b) state, imply, or suggest specific offering terms, including price, valuation, price range, security type, equity, minimum or maximum investment, target or maximum raise amount, closing date, use-of-proceeds tied to a raise, dilution, capitalization, or terms of participation; (c) make any projection, forecast, target, guarantee, or prediction of financial performance, re- turn, yield, distribution, appreciation, exit, liquidity event, or profit; (d) describe or characterize Votes, Interest Goals, indicated amounts, URLs, navigation labels, badges, buttons, field names, or other UI text as offerings, securities, equity, investments, commitments, soft commitments, committed capital, reserved capital, target raises, fundraising goals, subscriptions, orders, reservations, allocations, funding, investment instructions, rights, entitlements, or progress toward financing, or invite Voters to invest, fund, back, commit, reserve, subscribe, pre-order, submit investment instructions, or claim any allocation or right; (e) collect payment, payment credentials, banking details, or funds from any User through or in connection with the Service, or direct any User off the Service for the purpose of doing so in reliance on the Listing; (f) represent, imply, or permit any inference that Tokisphere has approved, verified, vetted, cleared, endorsed, recommended, guaranteed, or performed diligence on the Issuer, the Concept, the Listing, any offering, or any statement in it, or that Tokisphere is affiliated with, a partner of, an agent of, or a sponsor of the Issuer; (g) represent that Tokisphere is registered with, licensed by, or supervised by the SEC, FINRA, any state securities regulator, or any comparable authority; (h) solicit, purchase, incentivize, or manipulate Votes or indicated amounts in violation of Section 6.5; (i) use Voter contact information or indicated-interest information for any purpose other than the purpose disclosed to the Voter at the time of collection, or in violation of any applicable privacy, anti-spam, or telemarketing law (including CAN-SPAM, TCPA, CASL, GDPR, and applicable U.S. state privacy laws); or (j) publish content prohibited by Section 11.

9.3 Issuer Covenants

Listings must describe a Concept in plain language, must include all disclaimer language the Service requires in the form and position required, and must not remove, obscure, minimize, contradict, or undermine any disclaimer, notice, or label the Service displays. Listing titles, categories, tags, URLs, navigation labels, badges, buttons, field names, and other UI text must not use "offering," "equity," "security type," or similar offering or security-type labels, or characterize any Listing or Vote as an offering, security, investment, subscription, reservation, allocation, order, committed capital, target raise, fundraising goal, or progress toward financing, unless specifically approved by Tokisphere and counsel as part of a separate regulated offering process outside the ordinary Service. Any attempt to defeat, hide, or contradict required disclosures is a material breach.

9.4 Listing Content Standards

Listings must describe a Concept in plain language, must include all disclaimer language the Service requires in the form and position required, and must not remove, obscure, minimize, contradict, or undermine any disclaimer, notice, or label the Service displays. Any attempt to defeat, hide, or contradict required disclosures is a material breach.

9.5 Issuer Acknowledgment Regarding Public Communications

THE ISSUER ACKNOWLEDGES, COVENANTS, AND AGREES THAT: publication of a Listing and collection of non-binding Votes or indicated amounts are public communications available to the general public and are not an offering, subscription, reservation, allocation, order, commitment, soft commitment, committed capital, investment instruction, or sale on Tokisphere; public communications concerning a business, project, potential investment interest, or contemplated financing may, depending on their content, timing, and audience, constitute "general solicitation" or "general advertising," may constitute or affect "testing the waters" or solicitation-of-interest communications, may condition the market, may raise "gun-jumping" or integration issues under Section 5 of the Securities Act, may constitute directed selling efforts or other selling efforts in non-U.S. jurisdictions, and may affect, limit, or eliminate the exemptions from registration and offering paths otherwise available to the Issuer, including reliance on Regulation D Rule 506(b) or Rule 506(c), Regulation A and Rule 255, Regulation S, Regulation Crowdfunding and its off-platform communication rules, Section 4(a)(2), and comparable U.S. state or non-U.S. exemptions; these consequences depend on facts and circumstances Tokisphere does not evaluate and cannot control; Tokisphere has made no representation whatsoever regarding these consequences and has advised the Issuer to consult its own counsel before publishing; the Issuer will not use the Service to conduct, launch, condition, market, advertise, solicit, sell, reserve, allocate, subscribe for, close, settle, or accept funds for any securities offering or transaction; Tokisphere does not perform investor verification, accreditation verification, KYC/AML, sanctions screening, suitability, eligibility, offering compliance, escrow, custody, transfer-agent, brokerage, funding-portal, clearing, settlement, matching, recommendation, or transaction services for the Issuer; any securities offering or transaction must occur, if at all, separately from Tokisphere through a legally compliant process, which may include Tokiworld or another regulated or third-party process, and only under separate terms, disclosures, offering documents, subscription materials, privacy notices, and procedures applicable to that process; and the Issuer assumes all risk of these consequences.

9.6 Records and Cooperation

The Issuer will maintain records of the information underlying its Listing and will, upon our request, provide substantiation for any statement in a Listing. Failure to substantiate on request is grounds for immediate un-publication. The Issuer will cooperate with any regulatory, law- enforcement, or legal-process inquiry relating to its Listing.

9.7 Issuer Indemnity

The Issuer's indemnification obligations are set out in Section 20 and are in addition to any other remedy available to us.

10. SUBSCRIPTIONS, FEES, BILLING, AND REFUNDS

10.1 What a Subscription Is

Drafting and Review are provided without charge. A Subscription is a flat fee paid for use of the Service's publication and related features. It is not a fee for, and is not contingent on or calculated by reference to, any offering size, indicated-interest amount, Vote volume, conversion, capital raise, transaction, proceeds, success, outcome, ranking, Vote count, or result. See Section 3.5.

10.2 Pricing and Plans

Prices, plan features, and billing periods are as presented at the point of purchase and may be changed prospectively on notice. Changes take effect at the start of the next billing period.

10.3 Automatic Renewal

SUBSCRIPTIONS RENEW AUTOMATICALLY at the then-current price for successive periods equal to the initial period, unless cancelled before the end of the current period. You authorize us and our payment processor to charge your payment method on each renewal date. You may can- cel at any time through your account settings or by contacting info@tokisphere.com; cancellation takes effect at the end of the current period.

10.4 Payment Processing

Payments are processed by a third-party payment processor. We do not store full payment card numbers. Your use of the payment processor is subject to its own terms and privacy policy. You represent that you are authorized to use the payment method you provide.

10.5 Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes on our net income.

10.6 Refunds

Except where required by applicable law, all fees are non-refundable, and no refunds or credits are provided for partial periods, unused features, un-publication, suspension or termination for breach, or dissatisfaction with Vote counts, ranking, or results. Where a non-waivable statutory cancellation right applies to you, that right controls to the extent of the conflict.

10.7 Lapse and Non-Payment

If a Subscription lapses or a payment fails, we may unpublish or restrict the Listing after [GRACE PERIOD] days' notice. Historical Vote data associated with a lapsed Listing is retained in accordance with the Privacy Policy and may be restored on reinstatement, but we do not guarantee restoration of ranking or visibility. [Confirm grace period and data-retention behavior against product.]

10.8 Chargebacks

Initiating a chargeback without first contacting us to resolve a billing issue is a breach of these Terms and may result in immediate suspension. We may recover reasonable costs incurred in responding to invalid chargebacks.

10.9 Trials and Promotions

Trials and promotional pricing convert to paid Subscriptions at the standard price at the end of the promotional period unless cancelled beforehand. Eligibility conditions are as stated at the time of the offer.

11. ACCEPTABLE USE

You may not and may not permit or enable any person to: Legal and regulatory 1. Use the Service to offer, sell, solicit, advertise, or promote any security, commodity interest, insurance product, lending product, or regulated financial product or service; 2. Use the Service in violation of any law, including securities, commodities, consumer-protection, advertising, anti-money-laundering, sanctions, privacy, or anti-spam law; 3. Use the Service to launder money, finance terrorism, evade sanctions, or conceal the source or ownership of funds or assets; 4. Use the Service to facilitate any Ponzi, pyramid, chain-referral, matrix, or similar scheme, or any transaction in a "meme," "pre-sale," "pre-launch," "airdrop," or comparable digital- asset arrangement; Content 5. Post content that is false, fraudulent, deceptive, misleading, or manipulative, or that omits facts necessary to make it not misleading; 6. Post content that infringes or misappropriates any intellectual property, publicity, or privacy right; 7. Post content that is defamatory, harassing, threatening, abusive, hateful, obscene, sexually explicit, or that promotes violence, self-harm, or discrimination; 8. Impersonate any person or entity, or misrepresent your identity, affiliation, credentials, or authority; 9. Post malware, malicious code, or content designed to damage or interfere with any system; Integrity and manipulation 10. Manipulate Vote counts, rankings, or metrics by any means, including automated recording, duplicate identities, coordinated inauthentic activity, or incentivized Votes (Section 6.5); 11. Engage in market manipulation, "pump and dump," wash activity, or the dissemination of false or misleading information intended to affect any market, price, or valuation; Technical 12. Access the Service by automated means (scraping, crawling, harvesting) except by publicly documented interfaces we expressly authorize, or in violation of robots.txt; 13. Re- verse engineer, decompile, disassemble, or attempt to derive source code, models, algorithms, or weights from the Service; 14. Circumvent, disable, or interfere with any security, authentication, rate-limiting, or access-control feature; 15. Use the Service to train, fine-tune, benchmark, or develop any machine-learning model, or to build any competing or derivative product or dataset; 16. Impose unreasonable load on the Service, or interfere with its operation or with other Users' use; Data 17. Collect, harvest, aggregate, or store personal information of other Users except as expressly permitted, or use Voter contact information other than as permitted in Section 9.3(i); 18. Sell, rent, license, or transfer access to the Service, or any data derived from it, to any third party; 19. Frame, mirror, or republish substantial portions of the Service, or use our trademarks, name, or branding without written permission except as permitted by Section 13.4. We may investigate and take any action we consider appropriate in response to actual or suspected violations, including removal of content, suspension or termination, retention of fees, preservation and disclosure of records, and referral to law enforcement or regulators.

12. USER CONTENT AND COMMUNITY FEATURES

12.1 Ownership

You retain ownership of your User Content.

12.2 License to Tokisphere

You grant Tokisphere a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, transferable license to host, store, reproduce, modify (for formatting and technical purposes), adapt, publish, translate, distribute, publicly display, and publicly perform your User Content solely for the purposes of operating, providing, securing, promoting, and improving the Service and complying with law. This license survives termination with respect to (a) content you made public and others have shared or referenced, and (b) copies retained in backups, archives, or compliance records.

12.3 Responsibility

You are solely responsible for your User Content and for the consequences of submitting it. You represent that you have all rights necessary to grant the license in Section 12.2 and that your User Content complies with these Terms.

12.4 No Obligation to Monitor; Discretion to Remove

We have no obligation to monitor, edit, or remove User Content, but may do so at any time, in our sole discretion, with or without notice. The exercise of this discretion does not create any duty to monitor and does not make us the publisher or speaker of any User Content. We claim all protections available under 47 U.S.C. § 230.

12.5 Discussion Features

Discussion features, where offered, are subject to these Terms and to published Community Guidelines. Discussion posts are statements of the Users who make them. Issuers par- ticipating in Discussion remain bound by Sections 9.2 and 9.3, including the prohibitions on offering terms, projections, and investment-adjacent characterizations, and are responsible for the securities-law consequences of their statements. We may moderate, delay, restrict, disable, or remove Discussion in whole or in part at any time. [Moderation policy is a counsel batch item; see Counsel Review Memo, Item 5.]

12.6 Reporting

Report content you believe violates these Terms to [ABUSE EMAIL]. We review reports as re- sources permit and make no commitment as to timing or outcome.

13. INTELLECTUAL PROPERTY

13.1 Our Property

The Service, including its software, design, interfaces, text, graphics, compilations, aggregate and anonymized data, rankings methodology, and all intellectual property in them, is owned by Tokisphere or its licensors and protected by law. Except for the limited license in Section 13.2, no rights are granted to you.

13.2 License to You

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for its intended pur- poses. This license terminates automatically on any breach.

13.3 Trademarks

"Tokisphere," the Tokisphere logo, and our other marks are our property. You may not use them without our prior written consent, except to refer accurately to the Service in a manner that does not imply sponsorship, endorsement, or affiliation.

13.4 Issuer Marks

Issuers grant us a non-exclusive, royalty-free license to display their names, logos, and marks in connection with their Listings and, unless the Issuer opts out in writing, in customer lists and promotional materials identifying the Issuer as a user of the Service.

14. FEEDBACK

If you provide suggestions, ideas, or feedback about the Service, you grant us an unrestricted, perpetual, irrevocable, worldwide, royalty-free right to use, modify, and exploit it for any purpose without obligation, attribution, or compensation. Feedback is not confidential.

15. THIRD-PARTY CONTENT, LINKS, AND SERVICES

The Service may contain links to, or integrate with, third-party websites, content, and services, including payment processors, analytics providers, and Issuer websites. We do not control, endorse, verify, or assume responsibility for any third-party website, content, product, service, or practice. Your dealings with third parties, including any Issuer, are solely between you and that party. We are not a party to, and have no liability arising from, those dealings.

16. PRIVACY AND DATA

Your use of the Service is subject to our Privacy Policy, which describes how we collect, use, disclose, and protect personal information. Where you elect to share contact information with an Issuer under Section 6.6, the Issuer acts as an independent controller of that information and is solely responsible for its handling. Tokisphere is not responsible for any Issuer's use of, or failure to protect, information you share with it.

17. SUSPENSION, TERMINATION, AND ENFORCEMENT

17.1 By You

You may stop using the Service at any time and may close your account through account settings or by contacting us.

17.2 By Us

We may suspend, restrict, unpublish, or terminate your access, account, or any Listing, in whole or in part, immediately and without notice or liability, for any reason or no reason, including: suspected breach of these Terms; suspected inauthentic or manipulative activity; suspected fraud, illegality, or misleading content; risk to Tokisphere, other Users, or third parties; non-payment; regulatory, legal, or law-enforcement request; or discontinuation of the Service.

17.3 Effect

On termination, your license terminates, and we may delete your account and User Content, subject to our retention obligations and rights. No refund is due except as required by law. Sections 3, 6.2, 6.7, 7.1, 8.5, 9, 12.2, 13, 14, 18, 19, 20, 21, 22, 26, and 27 survive termination.

17.4 Preservation and Disclosure

We may preserve and disclose account information, User Content, and activity records where we believe in good faith it is necessary to: comply with law, legal process, subpoena, or governmental or regulatory request; enforce these Terms; investigate suspected violations, fraud, or security issues; establish or exercise legal rights or defend against claims; or protect the rights, property, or safety of Tokisphere, Users, or the public. Where legally permitted and operationally practicable, we will make reasonable efforts to notify affected Users of le- gal process seeking their information, except where prohibited or where we determine notice would create risk.

18. DISCLAIMERS OF WARRANTY:

THE SERVICE, ALL CONTENT ON IT, ALL LISTINGS, ALL VOTE DATA, ALL RANKINGS, ALL REVIEW OUTCOMES, AND ALL AUTOMATED OR AI-ASSISTED OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOKISPHERE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS (THE"TOKISPHERE PARTIES") DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, THE TOKISPHERE PARTIES MAKE NO WARRANTY AND ASSUME NO RESPONSIBILITY THAT: (A) ANY LISTING, STATEMENT, DOCUMENT, CREDENTIAL, OR CLAIM MADE BY ANY ISSUER OR USER IS TRUE, ACCURATE, COMPLETE, CURRENT, OR NOT MISLEADING; (B) ANY ISSUER IS LEGITIMATE, SOLVENT, QUALIFIED, AUTHORIZED, OR CAPABLE OF EXECUTING ANY CONCEPT; (C) ANY CONCEPT WILL BE DEVELOPED, LAUNCHED, FINANCED, OFFERED, SOLD, OR COMPLETED; (D) VOTE COUNTS, INDICATED AMOUNTS, RANKINGS, OR AGGREGATE DEMAND DISPLAYS ARE ACCURATE, AUTHENTIC, REPRESENTATIVE, PREDICTIVE, INVESTABLE, ELIGIBLE FOR ANY OFFERING, OR FREE FROM MANIPULATION; (E) REVIEW WILL DETECT ANY DEFICIENCY, INACCURACY, OMISSION, OR UNLAWFUL CONTENT; (F) USE OF THE SERVICE COMPLIES WITH ANY LAW APPLICABLE TO YOU; (G) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED; OR (H) THE SERVICE OR ANY SERVER IS FREE OF VIRUSES OR HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TOKISPHERE OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IN THOSE JURISDICTIONS, THE EXCLUSIONS APPLY TO THE FULLEST EXTENT PERMITTED, AND YOU MAY HAVE ADDITIONAL RIGHTS.

19. LIMITATION OF LIABILITY

19.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE TOKISPHERE PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, INVESTMENT, CAPITAL, FUNDING, DATA, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, AND WHETHER OR NOT THE TOKISPHERE PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

19.2 Aggregate Cap

THE TOKISPHERE PARTIES' TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO TOKISPHERE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

19.3 Specific Exclusions

WITHOUT LIMITING SECTIONS 19.1 AND 19.2, THE TOKISPHERE PARTIES HAVE NO LIABILITY WHATSOEVER FOR:

(a) any act, omission, statement, misstatement, omission of material fact, fraud, or breach by any Issuer or other User; (b) any decision made or action taken by any person in reliance on any List- ing, Vote count, indicated amount, aggregate demand display, ranking, Review outcome, or other content on the Service; (c) any transaction, offering, financing, subscription, allocation, settlement, or arrangement entered into or attempted between any Users or through Tokiworld or any other separate regulated or third-party process, whether or not it arose from contact initiated through the Service; (d) any consequence, under securities law or otherwise, of an Issuer's publication of a Listing or public communication, including any loss, limitation, or unavailability of any exemption from registration, any gun-jumping or conditioning-the-market determination, any rescission right arising in favor of any purchaser, or any regulatory action against an Issuer; (e) any use, misuse, disclosure, or breach of information by an Issuer or third party to whom you elected to provide it; (f) any unauthorized access to or alteration of your transmissions or data; or (g) any interruption, suspension, unpublication, or termination of the Service or any Listing.

19.4 Basis of the Bargain

You acknowledge that the disclaimers in Section 18 and the limitations in this Section 19 are essential elements of the basis of the bargain between you and Tokisphere, that Tokisphere would not provide the Service on the terms offered without them, and that they allocate risk between the parties in a manner reflected in the price of the Service.

19.5 Statutory Limits

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, or, where applicable law so pro- vides, for death or personal injury caused by negligence. Some jurisdictions do not allow certain limitations; in those jurisdictions, our liability is limited to the fullest extent permitted.

20. INDEMNIFICATION

20.1 General Indemnity

You will indemnify, defend, and hold harmless the Tokisphere Parties from and against all claims, demands, actions, proceedings, investigations, inquiries, losses, damages, judgments, awards, fines, penalties, settlements, costs, and expenses (including reasonable attorneys' fees, expert fees, and costs of responding to regulatory or governmental inquiries) arising out of or relating to: (a) your access to or use of the Service; (b) your User Content; (c) your breach or alleged breach of these Terms or of any representation, warranty, or covenant in them; (d) your violation or alleged violation of any law or of any third-party right; or (e) any dispute between you and any other User or third party.

20.2 Issuer Indemnity

In addition to Section 20.1, each Issuer will indemnify, defend, and hold harmless the Tokisphere Parties from and against all claims, proceedings, investigations, inquiries, losses, and expenses (including reasonable attorneys' fees and the costs of responding to any subpoena, examination, information request, or enforcement proceeding by the SEC, FINRA, any state securities regulator, the FTC, any state attorney general, or any comparable authority) arising out of or relating to: (a) any statement, omission, or material in the Issuer's Listing or uploaded materials, including any claim that it was false, misleading, fraudulent, or omitted a material fact; (b) any assertion that the Issuer's Listing, Votes relating to it, indicated amounts, demand-measurement information, User-elected information, or any related communication constituted an offer, sale, purchase, solicitation, subscription, reservation, allocation, order, commitment, soft commitment, committed capital, entitlement, priority right, investor verification, eligibility determination, investment instruction, or transaction in a security, or general solicitation or general advertising; (c) any assertion that the Issuer failed to comply with any securities, commodities, advertising, consumer-protection, privacy, anti-spam, KYC/AML, sanctions, suitability, investor-verification, or offering-compliance law, including laws relating to testing-the-waters, gun-jumping, integration, market conditioning, directed selling efforts, Regulation D, Regulation A, Regulation S, or Regulation Crowdfunding communications; (d) any transaction, offering, or financing the Issuer conducts or attempts, whether or not related to the Listing and whether conducted before, during, or after use of the Service, including through Tokiworld or any other separate regulated or third-party process, and including any rescission claim, investor claim, allocation claim, priority-right claim, subscription claim, privacy-notice claim, offering-document claim, or claim under Section 10(b) or Rule 10b-5, Section 12, or Section 17 of the Se- curities Act or Exchange Act, or any state analogue; (e) any assertion that Tokisphere acted as, or was required to register as, a broker, dealer, funding portal, ATS, exchange, investment adviser, transfer agent, clearing agency, escrow agent, custodian, payment processor, money transmitter, KYC/AML provider, suitability or eligibility screener, investor-verification provider, matching service, recommendation service, settlement service, or transaction platform because of the Issuer's conduct or communications; (f) the Issuer's use or handling of Voter contact information, indicated-interest information, or other personal data; and (g) any infringement or misappropriation of any third-party right by the Issuer's content or Concept.

20.3 Procedure

We will notify you of any claim subject to indemnification, though failure to notify promptly relieves you of your obligations only to the extent you are materially prejudiced. We reserve the right, at your expense, to assume exclusive defense and control of any matter subject to indemnification, and you will cooperate fully. You may not settle any matter in a manner that imposes any obligation, admission, or restriction on any Tokisphere Party without our prior written consent.

20.4 Survival

This Section survives termination and is not limited by Section 19.

21. DISPUTE RESOLUTION - ARBITRATION AGREEMENT AND CLASS ACTION WAIVER PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION RATHER THAN IN COURT AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS OR REPRESENTATIVE ACTIONS.

21.1 Informal Resolution First

Before initiating arbitration, you and we agree to attempt informal resolution. The initiating party must send a written Notice of Dispute to the other (to info@tokisphere.com and our registered address for notices to us; to your account email for notices to you) describing the dispute, the specific relief sought, and the basis for calculating it, and signed by the individual claimant. The parties will confer in good faith, including at least one individualized telephone or videoconference discussion, for 60 days. Completion of this process is a condition precedent to commencing arbitration, and either party may seek a court order enjoining an arbitration filed before it is completed. Applicable limitations periods are tolled during this period.

21.2 Agreement to Arbitrate

Except as provided in Section 21.5 and subject to any non-waivable rights or remedies under applicable securities, consumer-protection, whistleblower, or other law, all disputes, claims, and controversies arising out of or relating to these Terms, the Service, any Listing, any Vote, any non-binding indication of potential investment interest or indicated amount, any alleged offer, solicitation, reservation, allocation, subscription, order, commitment, investor verification, recommendation, matching, settlement, transaction, advertising or marketing, or the relationship between you and Tokisphere - whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before, during, or after termination - will be resolved exclusively by final and binding individual arbitration. This includes disputes about the scope, enforceability, or formation of this arbitration agreement, except as stated in Section 21.4. Nothing in this Section makes Tokisphere a party to any later offering, subscription, purchase, sale, financing, or other transaction conducted through Tokiworld or another separate regulated or third-party process, or limits disclosures, offering documents, privacy notices, terms, remedies, or dispute procedures that apply separately to that process.

21.3 Rules and Forum

Arbitration will be administered by [JAMS / American Arbitration Association] under its [JAMS Comprehensive Arbitration Rules and Procedures and Consumer Arbitration Minimum Standards / AAA Consumer Arbitration Rules] in effect at the time of filing, as modified by this Section. If the designated provider is unavailable or declines to administer consistently with this Section, the parties will agree on a substitute or a court of competent jurisdiction will appoint one. The arbitration will be conducted by a single arbitrator, in English, and - unless the parties agree otherwise - by documents only or videoconference, or, if an in- person hearing is required, in [COUNTY], [STATE] or, at your election, in the U.S. county where you reside. The Federal Arbitration Act governs this Section, including its enforceability.

21.4 Delegation and Carve-Out

The arbitrator has exclusive authority to resolve all threshold issues of arbitrability, except that a court of competent jurisdiction has exclusive authority to decide (a) the enforceability, scope, and interpretation of the Class Action Waiver in Section 21.6 and the Mass Arbitration Protocol in Section 21.7, and (b) whether a claim falls within the carve-outs in Section 21.5.

21.5 Carve-Outs

This Section does not apply to: (a) claims that qualify for small-claims court, brought individually in that court; (b) claims for temporary or preliminary injunctive relief to protect intellectual property, confidential information, or to prevent unauthorized access to the Service; (c) any claim or proceeding brought by a governmental or regulatory authority; or (d) any claim, right, remedy, or forum that cannot lawfully be required to be arbitrated, waived, shortened, limited, or released under applicable securities, consumer-protection, whistleblower, or other law. Nothing in these Terms prevents you from reporting concerns to, filing a complaint or charge with, communicating with, providing documents or other information to, or cooperating with the SEC, FINRA, the FTC, the CFPB, any state attorney general or securities regulator, or any other governmental or self-regulatory authority, or from receiving any award for information provided to such an authority, and you need not notify us before doing so.

21.6 Class Action Waiver

YOU AND TOKISPHERE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. The arbitrator may not consolidate or preside over any class or representative proceeding. If this Section 21.6 is found unenforceable as to any claim or request for relief, that claim or request must be severed and brought in court under Section 22, and the remainder of this Section 21 continues to apply to all other claims.

21.7 Mass Arbitration Protocol

If 25 or more claimants submit demands raising substantially similar claims and represented by the same or coordinated counsel within a 90-day period, the demands will be treated as a Mass Filing and resolved as follows: (a) the administrator will randomly select 10 demands (5 per side) to proceed as bellwether arbitrations; (b) all other demands are stayed, and applicable limitations periods are tolled during the stay; (c) after the bellwethers conclude, the parties will engage in a global mediation with a mutually agreed mediator; (d) if mediation does not resolve the remaining demands, the parties will confer on a procedure for the remainder, including further bellwethers. Filing and administrative fees are payable only for the demands actually proceeding at each stage. Either party may seek judicial enforcement of this protocol.

21.8 Costs and Offers

Payment of filing, administration, and arbitrator fees is governed by the administrator's rules, except that we will pay the portion of your filing fee that exceeds the cost of filing in the court that would otherwise have jurisdiction, for non-frivolous claims. Each party bears its own attorneys' fees unless a statute or the administrator's rules provide otherwise. If you reject a written settlement offer and the arbitrator awards you less than that offer, you will not recover attorneys' fees or costs incurred after the offer, to the extent permitted by law.

21.9 YOUR RIGHT TO OPT OUT

You may opt out of this Section 21 by sending written notice within 30 days of the date you first accept these Terms to info@tokisphere.com with the subject line "Arbitration Opt-Out," stating your name, the email associated with your use of the Service, and a clear statement that you wish to opt out of arbitration. Opting out affects no other part of these Terms and will not affect your access to the Service. If you opt out, Section 22 governs.

21.10 Jury Trial Waiver

IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU AND TOKISPHERE EACH KNOWINGLY AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

21.11 Limitations Period

Any claim arising out of or relating to these Terms or the Service must be commenced within one (1) year after it accrues, or be permanently barred, except where a longer period is required by, or this limitations period would be prohibited by, non-waivable law, including applicable securities, consumer-protection, or whistleblower law.

21.12 Survival and Changes

This Section survives termination. If we materially change this Section, the change applies only to claims arising after the effective date of the change, and you may reject the change and retain the prior version by notifying us within 30 days.

22. GOVERNING LAW AND VENUE

These Terms and any dispute arising out of them or the Service are governed by the laws of the State of [STATE], and the Federal Arbitration Act as to Section 21, without regard to conflict-of-laws principles and excluding the U.N. Convention on Contracts for the International Sale of Goods. For any dispute not subject to arbitration, you and Tokisphere consent to the exclusive jurisdiction and venue of the state and federal courts located in [COUNTY], [STATE], and waive any objection based on inconvenient forum or lack of personal jurisdiction. If you are a consumer resident in a jurisdiction whose mandatory law grants you the right to bring proceedings in your local courts or the benefit of local consumer-protection provisions, that right is unaffected to the extent it cannot lawfully be waived.

23. CHANGES TO THESE TERMS AND THE SERVICE

We may modify these Terms at any time. We will post the revised Terms with an updated "Last Updated" date and, for material changes, provide reasonable advance notice (by email to account holders and/or a prominent notice on the Service) before they take effect. Continued use after the effective date constitutes acceptance. If you do not agree, you must stop using the Service and may close your account. Changes to Section 21 are governed by Section 21.12. We may also change, suspend, or discontinue any part of the Service at any time.

24. COPYRIGHT AND DMCA POLICY

We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act. Send notices to our designated agent: Designated Copyright Agent: [NAME/TITLE] [ADDRESS] · [DMCA EMAIL] · [PHONE] (Registered with the U.S. Copyright Office - Registration No. [NUMBER]) A valid notice must include: a physical or electronic signature; identification of the copyrighted work claimed to be infringed; identification of the allegedly infringing material and information reasonably sufficient to locate it; your contact information; a statement of good-faith belief that the use is not authorized; and a statement, under penalty of perjury, that the information is accurate and that you are authorized to act. Misrepresentations may result in liability un- der 17 U.S.C. § 512(f). We may remove material and terminate repeat infringers' accounts. Counter-notices may be submitted under 17 U.S.C. § 512(g).

25. EXPORT CONTROLS, SANCTIONS, AND ANTI-CORRUPTION

You represent and warrant that you are not subject to any restriction described in Section 4.3 and that you will comply with all applicable export-control, sanctions, and anti-corruption laws, including the U.S. Export Administration Regulations, regulations administered by the U.S. Treasury Department's Office of Foreign Assets Control, the Foreign Corrupt Practices Act, and the UK Bribery Act. You will not use the Service to offer, promise, or provide anything of value to any government official to obtain an improper advantage.

26. NOTICES AND ELECTRONIC COMMUNICATIONS

26.1 Consent to Electronic Communications

You consent to receive communications from us electronically, including by email and by posting on the Service, and agree that electronic communications satisfy any legal requirement that a communication be in writing. You may withdraw this consent by closing your account and ceasing use of the Service. You are responsible for maintaining a current email address.

26.2 Notices to You

We may give notice by email to your account address, by SMS where you have provided a number and consented, or by posting on the Service. Notice is effective when sent or posted.

26.3 Notices to Us

Legal notices must be sent to info@tokisphere.com and by certified mail or nationally recognized overnight courier to: Tokisphere, Attn: Legal, . Notice is effective on receipt.

26.4 Service of Process

Service of process must be effected on our registered agent: [REGISTERED AGENT NAME AND ADDRESS]. Service by email is not accepted.

27. GENERAL PROVISIONS

27.1 Entire Agreement. These Terms, together with the documents incorporated by reference, constitute the entire agreement between you and Tokisphere regarding the Service and supersede all prior or contemporaneous understandings, representations, and communications, whether oral or written. You acknowledge that you have not relied on any statement, representation, warranty, or understanding not expressly set out in these Terms.

27.2 Severability. If any provision is held invalid, illegal, or unenforceable, it will be modified to \the minimum extent necessary to make it enforceable, or if modification is not possible, severed, and the remaining provisions will continue in full force, except as expressly provided in Section 21.6.

27.3 No Waiver. No failure or delay in exercising any right operates as a waiver. No waiver is effective unless in writing and signed by an authorized representative.

27.4 Assignment. You may not assign or transfer these Terms or any rights under them, by operation of law or otherwise, without our prior written consent; any attempted assignment is void. We may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of assets.

27.5 No Third-Party Beneficiaries. Except for the Tokisphere Parties (who are intended beneficiaries of Sections 18, 19, and 20), these Terms create no third-party beneficiary rights. No Issuer, Voter, or other User is a third-party beneficiary of any obligation owed to any other User.

27.6 Relationship. Nothing in these Terms creates any partnership, joint venture, agency, employment, fiduciary, advisory, or franchise relationship between you and Tokisphere. Neither party may bind the other.

27.7 Force Majeure. Neither party is liable for any failure or delay caused by circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil disturbance, labor dispute, governmental action, regulatory change, utility or telecommunications failure, internet or hosting-provider outage, cyberattack, or denial-of-service attack.

27.8 Interpretation. Headings are for convenience only. "Including" means "including without limitation." The rule of construction against the drafter does not apply. Singular includes plural and vice versa.

27.9 Regulatory Cooperation. We may, without notice to you where notice is prohibited or inadvisable, cooperate with and provide information to regulators, self-regulatory organizations, and law-enforcement authorities in connection with any inquiry, examination, subpoena, or investigation.

27.10 U.S. Government Users. The Service is "commercial computer software" under FAR 12.212 and DFARS 227.7202. Government use is subject to these Terms.

27.11 Language. These Terms are drafted in English. Any translation is for convenience only; the English version controls.

27.12 Survival. Provisions that by their nature should survive termination do so, as listed in Section 17.3.

28. CONTACT

Tokisphere General: info@tokisphere.com · Legal: info@tokisphere.com · Privacy: info@tokisphere.com · Security: info@tokisphere.com · Abuse:

[ABUSE EMAIL]

STANDING DISCLAIMER

Tokisphere is a demand-measurement platform. Listings are not investment offerings, and nothing on this site is an offer to sell or a solicitation of an offer to buy any security. Votes and any indicated amounts are non-binding informational signals only and create no payment obligation, subscription, reservation, allocation, commitment, soft commitment, committed capital, entitlement, order, investment instruction, or right. No funds are collected, held, escrowed, transferred, settled, or invested through Tokisphere. Tokisphere is not a broker-dealer, funding portal, investment adviser, exchange, alternative trading system, transaction platform, escrow agent, transfer agent, custodian, or securities settlement service, and is not registered with or supervised by the SEC, FINRA, or any state securities regulator. Tokisphere does not provide legal, investment, tax, financial, suitability, eligibility, investor-verification, KYC/AML, brokerage-onboarding, matching, custody, settlement, or recommendation services. Any later offering must occur, if at all, separately from Tokisphere through Tokiworld or another legally compliant regulated or third-party process under separate terms, disclosures, offering documents, privacy notices, and procedures. © [YEAR] Tokisphere. All rights reserved.