TERMS OF USE

These terms of use constitute a legal agreement between you, as the user of https://stokr.io (the "Site") and STOKR S.A., as the owner of the Site (the "Terms of Use").

As used herein, the term "you" and "your" and "investor" shall mean the user of this Site, and the term "STOKR", "we" and "our" shall mean STOKR S.A, a Luxembourg public company limited by shares (société anonyme), with professional address at 9, rue du Laboratoire, L-1911 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under B 226 662, business license number No. 10098697/1 and with VAT number LU31077475.

1. General

These Terms of Use set out the general terms governing your use of the Site and should be read together with all other agreements you have entered in by using our Site (e.g. our Cookies Policy and the Privacy Terms).

All our agreements and notices and other agreements you may enter into, or notices you may be provided with, in connection with your use of the Site intended to be consistent with each other and should be read and interpreted together.

Please note that STOKR does not accept the registration of natural persons acting in the name and/or on behalf of others. You are required to register and invest in your own behalf and in your own name.

2. Intellectual Property

The Site may include at any given time text, graphics, logos, icons, images, sound clips, video clips and data compilations, and together with the Site's page layout, underlying code and software we refer to all of these as "Content".

All of the Content is the property of STOKR, our affiliates or third parties with whom we do business, and this means that it is protected by national and international intellectual property laws and other relevant laws. You may not reproduce, copy, distribute, store or in any other fashion re-use material from the Site unless otherwise indicated on the Site or unless given express written permission to do so by STOKR. For the avoidance of doubt, data mining or scraping the Site without the express written permission of STOKR is not permitted.

The services provided by STOKR may include or rely on third-party open-source code such as Reown's AppKit Items Portions © 2025 Reown, Inc. All Rights Reserved.

3. STOKR Agreements

You may enter into several other agreements with STOKR by using our Site. For example, you may need to agree with our Cookies Policy, our Privacy Statement and in case you open an account at STOKR with the Terms of Use and the Privacy Terms. All our agreements and notices and other agreements you may enter into, or notices you may be provided with, in connection with your use of the Site intended to be consistent with each other and should be read and interpreted together. By opening an account at STOKR, you hereby irrevocably appoint STOKR as your attorney for the duration of your account, granting STOKR the power to execute and deliver, in your name and on your behalf, all necessary documents and perform all requisite actions as required by the Luxembourg law of 10 August 1915 on commercial companies, as amended from time to time, to effect the terms and conditions of any subscription to notes, bonds, or other securities facilitated through the account. This appointment includes, without limitation, the execution of any private deed required under the Luxembourg Civil Code. You acknowledge and agree that this power of attorney is granted in connection with the services as stated in the paragraph above and shall remain in effect for the duration of your account, subject to any outstanding obligations or transactions that require completion. STOKR shall not be liable for any actions taken in accordance with this power of attorney, provided such actions are lawful and within the scope of the authority granted herein.

4. Links to Other Sites

This Site may contain links to other websites. Unless we expressly say otherwise, you should assume that these other websites are not under the control of STOKR or our affiliates. We assume no responsibility for the content of such websites, and we disclaim liability for any and all forms of loss or damage arising out of the use of them. Additionally, even if we include a link to another website on this Site, that does not mean that we endorse that other website or in any way recommend that you should use it.

5. Regulatory

STOKR acts as a crypto-asset service provider (CASP) and provides the following services in accordance with article 3 of the Regulation (EU) 2023/1114 ("MiCAR"):

• Providing custody and administration of crypto-assets on behalf of clients (Art. 3 no. 1 (16) (a) MiCAR) and
• Providing transfer services for crypto-assets on behalf of clients (Art. 3 no. 1 (16) (j) MiCAR).

Crypto-assets are defined as in article 3(1)(5) of MiCAR.

In addition, STOKR is authorised as a payment institution by the Commission de Surveillance du Secteur Financier (the "CSSF") pursuant to Directive (EU) 2015/2366 ("PSD2") and the Law of 10 November 2009 on payment services, as amended ("Payment Services Law"). E-money tokens supported on the platform qualify as electronic money under Article 48(2) of MiCAR and therefore as "funds" under PSD2. The transfer of EMTs on behalf of users accordingly constitutes payment services under PSD2 (Annex I, point 3(c): execution of credit transfers). The custody and transfer of Bitcoin and Liquid Bitcoin remain regulated exclusively under MiCAR.

STOKR has partnered with Mangopay to facilitate and provide a FIAT payment solution for the issuers listed on our Site.

Mangopay S.A. is a Luxembourg limited liability company and holds an electronic money institution licence issued by the CSSF, allowing it to provide payment services throughout the European Economic Area.

Please take note of the following important information:
Mangopay exclusively provides its services to the issuers listed on our Site. Their primary role is to handle and process payments related to the offers made by the issuers. As such, the terms and conditions of Mangopay do not apply to investors or users who utilize one of the proposed methods of payment to make an investment. The terms and conditions applicable to the issuers can be found here: https://mangopay.com/terms-and-conditions/payment-services.

If you are a user looking to make an investment through Mangopay on our website, we encourage you to review Mangopay's privacy policy separately. You can find this policy by visiting Mangopay's website here: https://mangopay.com/privacy-statement.

6. No investment intermediary

STOKR is a technology service provider and does not operate as an investment intermediary between you and the issuers you seek to fund.

No fiduciary, no agency, no brokerage activities will be performed by STOKR. Nothing in these Terms of Use and our Site shall be construed so as to constitute these activities.

STOKR does not provide investment, legal, regulatory, financial or consultancy advice of any kind and nothing in these Terms of Use and our Site or any part of our relationship constitutes such advice.

If you wish to seek such advice, you should consult a professional independent advisor.

7. Disclosure

Digital securities holders (i.e. holders of tokens constituting digital securities by way of registration on the investor register) are solely responsible for making their own decision to transact on any secondary market or decentralised exchange and do so at their own risk. Digital securities holders should review the relevant legal documentation prior to making a decision to transact in digital securities through any third‑party platform or service provider.

Any secondary market operator, exchange, or protocol integrated with or accessible through STOKR's platform constitutes a third‑party service provider in relation to the relevant digital securities offering. STOKR is not providing investment advice nor recommending to holders of any digital securities that they should use any particular secondary market or trading venue, and STOKR makes no assurances about the results that will be obtained thereby, the availability or performance of any such platform, or liquidity and pricing thereon.

STOKR may, in accordance with its own objectives, maintain commercial relationships or integrations within third‑party ecosystems. Any such relationship or integration may be modified or discontinued at any time, and STOKR and its affiliates undertake no duty to provide notice of any kind to any person, except to the extent required by mandatory law.

STOKR and its affiliates do not recommend, endorse, promote, provide advice or solicit investment as to, or make any representations of any kind whatsoever regarding any third‑party ecosystem, protocol, platform operator, foundation, governance token, or native token to (or from) any person and have no responsibility or duty, and disclaim any and all liability, to any person in connection therewith to the maximum extent permitted by law.

Nothing in this clause limits or excludes any obligation or liability of STOKR under applicable payment services legislation in relation to Payment Services.

8. Professional investor

Investors, who consider to have the necessary knowledge and experience in relation to certain products listed on our Site, can apply to be classified as a professional investor. Upon classification as a professional investor or eligible counterparty, the protection provisions for private clients will no longer apply or the investor will lose the level of protection.

To ensure compliance with regulatory requirements, we will assess the appropriateness of the investment opportunities on our Site for the investors who request to be treated as professional investors. This is done via the platform and through our third-party service providers - DonauCapital Wertpapier GmbH.

For this process, we will share specific personal information with our service providers. The information shared includes personal data such as your name, contact details and professional activity. Additionally, financial information pertinent to the qualification process will be shared, including but not limited to your income, net worth, investment history, and financial statements.

9. Custody and transfer of crypto-assets

STOKR provides crypto-asset custody as well as transfer services for users as part of its business activities in accordance with article 3 no. 1 (16) (a) and article 3 no. 1 (16) (j) of Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets ("MiCAR").

Upon acceptance of the Terms of Use, STOKR and the user conclude a legal arrangement for the provision of the custody and transfer of crypto-assets services.

9.1. Custody of crypto-assets

STOKR is providing the custody of crypto-assets services for users, enabling them to execute crypto-assets transfers to invest in one of the issuer's digital securities on STOKR.

Crypto-assets held by STOKR on behalf of users are strictly operationally separated from STOKR's own crypto-assets. User-owned crypto-assets belong to the user, who remains the legal owner, as defined in the investment agreement signed by the user, when investing in one of the issuers listed on STOKR.

To ensure separation, segregated wallets per user are created to store the crypto-assets of each user within its segregated wallet. In the event of STOKR's insolvency, users' crypto-assets remain clearly attributable to them and can be separated by the insolvency administrator. STOKR does not use users' crypto-assets for any other purposes other than the one defined here above.

The investor's crypto-assets are held on the respective blockchain in a segregated wallet.
STOKR undertakes to distinguish crypto-assets held in custody for one investor from crypto-assets held in custody for another investor and its own crypto-assets (or the crypto-assets of the issuers) in its own inventory-keeping system and by means of segregated wallets. STOKR does not hold its own holdings on the wallets of the users.

STOKR or third parties (e.g. the issuers) do not access investors' crypto-assets without the investor's permission. STOKR only supports the blockchain protocols, cryptocurrencies and tokens that are made available to STOKR through its own platform.

The supported blockchain protocols may be subject to changes, e.g., by splitting the blockchain (so-called forks). The investors acknowledge that blockchain rule changes such as forks may materially change the value, function or name of a crypto-asset and make it technically difficult for STOKR to take custody of the affected crypto-assets and cannot be guaranteed by STOKR.

In the event of a fork or unsolicited distribution of a certain type of crypto-asset (so-called airdrop), the blockchain protocols may change. STOKR is under no obligation to hold forks or airdrops. If STOKR suspends custody due to a reason mentioned above, the investor can request the transfer of the crypto-assets concerned to an external wallet in accordance with the provisions above.

STOKR only secures the private key to the segregated wallets of the users, who are legally entitled to ownership of their crypto-assets within their segregated wallet.
Subject to applicable local insolvency law, the legal entitlement of investors to the crypto-assets secured by STOKR for investors in their segregated wallets should not be affected by an insolvency of STOKR or the issuers. In the event of insolvency, the investor can separate his/her crypto-assets from the custody and have them transferred to one of his/her other wallets for a fee. In practice, the allocation of crypto-assets in the event of insolvency of the crypto custodian depends on a number of factors, some of which have not yet been fully clarified under the respective law.

9.2. Transfer of crypto-assets

STOKR provides transfer services for crypto-assets exclusively in connection with the digital securities offerings on the STOKR platform. STOKR does not operate as a crypto-asset exchange and does not process ad-hoc withdrawal requests. Specifically, STOKR provides transfer services to you:

• when you deposit crypto-assets to subscribe to an offering;
• when an offering successfully closes and your invested crypto-assets are settled to the issuer;
• when you exercise a valid right to cancel your investment and your crypto-assets are returned to you; or
• when an issuer makes a redemption payment or distribution and your entitlement is transferred to you.

You acknowledge that crypto-assets on your behalf can only be transferred in connection with these specific events and not upon ad-hoc request.

When you subscribe to an offering, you will receive a unique deposit address for the relevant crypto-asset and blockchain network. To complete your subscription, you must transfer the investment amount from your external wallet to this deposit address. Your deposit must be made on the correct blockchain network to the correct deposit address. You must ensure you use the correct details. If you do not, your crypto-assets may be irreversibly lost, and we will not be liable for such loss. Your crypto-assets will be credited to your account upon achieving sufficient blockchain confirmations and will be held in custody on your behalf until the offering outcome is determined.

Upon successful close of an offering, your invested crypto-assets will be transferred to the issuer of the digital securities. By subscribing to an offering, you authorise us to make this transfer upon offering close.

If you exercise a valid right to cancel your investment within the applicable cancellation period as set out in the subscription terms provided to you, we will return your crypto-assets to an external wallet address you designate. In order for us to make a crypto-assets transfer to your external wallet address, you must provide us with the blockchain network we serve and the correct destination address. You must ensure you provide us with the correct details of your external wallet address. If you do not, your crypto-assets will not reach your wallet, and we will not be liable for such loss. You understand that once a crypto-assets transfer is broadcast to the blockchain, it cannot be reversed or cancelled.

When an issuer makes a redemption payment, dividend, or other distribution, we will receive the crypto-assets and transfer your entitlement to your registered external wallet address. We may contact you to confirm or update your wallet address before processing a distribution. You must ensure the wallet address registered with us is correct and current.

Crypto-assets transfers are supported on the Ethereum blockchain, which requires 12 block confirmations (approximately 3 minutes) for finality, and the Bitcoin blockchain, which requires 3 block confirmations (approximately 30 minutes) for finality. We require these blockchain confirmations to consider a transfer final. Until finality is achieved, transfers will show as pending. You are entirely responsible for ensuring that the details you use to transfer crypto-assets are correct, including ensuring that the correct blockchain network and receiving address are used. You acknowledge that if the blockchain network you choose does not match the network of the recipient address, your crypto-assets may be irreversibly lost, and we bear no liability for such loss. You understand that crypto-assets transactions cannot be reversed. We will process transfers within the following timelines from the relevant trigger event:

• investment deposits are credited upon blockchain finality;
• offering settlements are processed within 2 business days of offering close;
• cancellation returns are processed within 2 business days of a valid cancellation request; and
• redemptions or distributions are processed within 2 business days of receipt from the project. Processing times may be extended due to compliance requirements, address verification, blockchain network congestion, or technical issues. We will notify you of any material delays.

For operational purposes, platform requests related to transfers (including subscription confirmations, cancellation requests, and distribution instructions from projects) received after 17:00 CET on a business day, or on a day that is not a business day, will be treated as received on the next business day.

We may refuse or delay a transfer where you have not complied with these Terms of Use, where making the transfer would be unlawful, where required compliance information is incomplete or cannot be verified, where the destination address or recipient is flagged by sanctions or risk screening, where anti-money laundering concerns require investigation, or where there is any other valid reason. Where we refuse or delay a transfer, we will notify you as soon as possible by email or via your account, unless it is unlawful for us to do so. Where possible, we will also tell you the reasons for our refusal and, where the reasons relate to factual matters, the procedure for rectifying those matters.

For cancellation returns and distributions, we will provide you with the estimated execution time for making the transfer and any charges payable, including a breakdown where applicable, before the transfer is made. For offering settlements, the transfer mechanics, timing, and any applicable fees are disclosed in the offering terms and subscription agreement before you subscribe.

Transfer fees, where applicable, are disclosed in the offering terms. Blockchain network fees are variable and depend on network conditions at the time of transfer. Network fees are passed through at cost with no markup. Where network fees apply, they will be disclosed to you before or at the time of transfer. You are responsible for providing accurate and complete information for all transfers, including correct wallet addresses and blockchain networks, for verifying that wallet addresses and network details are correct before confirming any transfer, for maintaining the security of your account credentials, for ensuring your registered wallet address for distributions is current and accurate, for notifying us immediately at [email protected] if you suspect any unauthorised activity on your account.

We are liable for unauthorised transfers resulting from a failure of our security controls, for incorrectly executed transfers where the error is attributable to us, and for failure to execute a transfer upon a valid trigger event without lawful grounds. We are not liable for losses arising from incorrect wallet addresses or blockchain networks you provide. If you provide incorrect details, your transfer will not reach your intended destination, and we will not be liable for such loss. We are not liable for crypto-assets that are irreversibly lost because you selected an incorrect blockchain network, for blockchain network failures, delays, forks, or congestion outside our control, for delays or actions required for regulatory compliance, for force majeure events, or for your failure to notify us of suspected unauthorised access to your account. Our total liability for any transfer shall not exceed the value of the crypto-assets affected, except in cases of fraud, gross negligence, or wilful misconduct.

We use institutional-grade custody infrastructure to safeguard your crypto-assets, featuring Multi-Party Computation (MPC) where private keys are distributed across multiple parties eliminating single points of failure, Hardware Security Modules (HSMs) providing bank-grade cryptographic protection, segregated storage where your crypto-assets are held separately from our operational funds, multi-signature approvals for transfers, and real-time monitoring with continuous surveillance for suspicious activity.

We may request additional information from you to comply with these requirements before processing certain transfers. Communications regarding transfers will be in English and delivered via the STOKR platform and/or email to your registered email address. In the event of suspected or actual fraud or security threats affecting your account or crypto-assets, we will notify you promptly via secure electronic means, including notification through the STOKR platform and email to your registered email address. Official communications from STOKR will only come from email addresses ending in @stokr.io. If you receive communications claiming to be from STOKR from any other email domain, please report this to [email protected] immediately.

9.3. Additional terms for e-money token transactions

To the extent your use of the platform involves e-money tokens (EMTs) as described in Section 5, the following additional terms apply. These terms, together with Sections 9.1 and 9.2, constitute the framework contract for payment services within the meaning of Article 52 PSD2.

9.3.1. STOKR holds EMTs in custodial wallets on your behalf and executes transfers of those EMTs as a payment service. You do not have direct access to the underlying wallet infrastructure. All EMT transfers are initiated and executed by STOKR in accordance with these Terms of Use and the applicable investment or subscription terms.

9.3.2. The blockchain transaction hash serves as the unique identifier for each EMT payment transaction.

9.3.3. By subscribing to an offering using EMTs, you consent to STOKR executing the transfers described in Section 9.2 upon the relevant trigger events. You may withdraw consent by exercising a valid right to cancel your investment within the applicable cancellation period.

9.3.4. If an authorised EMT transfer is not executed or is defectively executed due to an error attributable to STOKR, STOKR will without undue delay refund the amount or re-execute the transfer. For unauthorised EMT transactions, STOKR will refund the amount no later than the end of the following business day after becoming aware of the unauthorised transaction, unless STOKR has reasonable grounds to suspect fraud. You must notify STOKR without undue delay, and in any event within 13 months, of any unauthorised or incorrectly executed EMT transaction.

9.3.5. You may terminate this framework contract at any time by closing your account. STOKR may terminate by giving at least 2 months' notice.

9.3.6. If you are dissatisfied with STOKR's payment services, you may submit a complaint to [email protected]. STOKR will provide a final response within 15 business days, or inform you of the delay and respond within 35 business days. Please refer to the STOKR Complaints Handling Policy for further information. In addition to the internal complaint-handling procedure set out above, and in accordance with Article 71(7)(b) of the Payment Services Law, Article 106 of the Payment Services Law and CSSF Regulation N° 16-07 of 26 October 2016 relating to the out-of-court resolution of complaints, if you are not satisfied with STOKR's final response (or if no final response has been received within the timeframes set out above), you are entitled to submit an out-of-court complaint to the CSSF. The request must be submitted to the CSSF in writing, by post, by fax or by email, or via the online form available on the CSSF's website, within one (1) year from the date on which you first submitted your complaint to STOKR. The CSSF's contact details for this purpose are: Commission de Surveillance du Secteur Financier, Département Juridique CC, 283, route d'Arlon, L-2991 Luxembourg (tel.: (+352) 26 25 1-2904; fax: (+352) 26 25 1-2601; email: [email protected], online form: https://www.cssf.lu/en/customer-complaints/). The out-of-court complaint procedure before the CSSF is free of charge. Where the complaint has a cross-border dimension, you may also have recourse to FIN-NET, the European network for out-of-court resolution of financial services complaints (https://finance.ec.europa.eu/consumer-finance-and-payments/retail-financial-services/financial-dispute-resolution-network-fin-net_en). The right to bring legal proceedings before the competent courts in accordance with Section 16 (Jurisdiction) of these Terms of Use remains unaffected.

10. Fees and Charges

By using the platform and services, you acknowledge and agree that certain fees may apply, including but not limited to:

1. Redemption Fee
A redemption fee may be charged to the investor upon the redemption of digital securities. The applicable fee amount or percentage will be disclosed at the time of redemption and may vary based on the type and terms of the securities being redeemed.

2. Additional Transaction Fee
STOKR may charge a fee to the issuer for payment processing, including but not limited to funds transferred into and out of the platform. These fees cover the cost of transaction processing and may be subject to changes based on operational or regulatory requirements.

All applicable fees will be outlined in the relevant agreements, schedules, or disclosures provided by STOKR. STOKR reserves the right to modify, introduce, or waive any fees at its sole discretion with prior notice where required. STOKR will not charge any additional fees for mandatory PSD2 information.

11. Secure Procedures

STOKR implements strong customer authentication (SCA) in accordance with PSD2/the Payment Services Law and the applicable regulatory technical standards for access and transactions. We use secure communications and notify users of any suspected fraud or required blocking. STOKR may block or refuse a transfer for legal/compliance reasons.

12. Payment Services Transaction Information and Access to Terms

After each execution/debit, STOKR provides transaction reference, amount, charges and value/receipt date via the Platform history and monthly statements (with durable mediums available). You may request a copy of these terms at any time on paper or durable mediums.

13. Disclaimers

As a provider of technology, STOKR reminds you that in some circumstances the use of the internet, blockchain technology or any other technology used can at times be unreliable and at times you may experience trouble connecting to the services.

STOKR operates the investors account with the greatest possible temporal and technical availability.

However, there is no guaranteed availability of the investor's account. For example, the investor's account may not be available due to maintenance, further development or other events beyond STOKR's control, e.g. the interruption of power and/or data connections or a restriction in the use of the platform.

STOKR reserves the right to discontinue, restrict or change the investor's account or individual components of the investor's account temporarily - for example for technical or legal reasons. STOKR will inform the investor in advance of any forthcoming changes via the platform.

We will not be liable or responsible, and you will not hold or seek to hold us or any of our affiliates liable or responsible, for any technical problems, system failures and malfunctions, communication line failures, equipment or software failures or malfunctions, system access issues, system capacity issues, high internet traffic demand, security breaches and unauthorized access, and other similar computer problems and defects.

You need to be aware that:
We make no warranty or representation (express or implied) that the Site will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure, or that all information provided will be accurate. We make no guarantee of any specific results from the use of the Site. No part of this Site is intended to constitute advice, and the Content of this Site should not be relied upon when making any decisions or taking any action of any kind. The Site is provided "as is" and on an "as available" basis, and we give no warranty that it will be free of defects and / or faults. To the maximum extent permitted by law, we accept no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from your use of the Site or any information contained in it, and you use the Site and its Content at your own risk. This is not intended to exclude or restrict our liability for death or personal injury arising from your use of the Site. Users should be aware that they use the Site and its Content at their own risk.

14. Updates of the Terms of Use

From time to time we may update these Terms of Use to take account of changes in the law or for any other reason. If we update these Terms of Use, we will notify you via email before any updates come into force. For amendments to the payment services terms in Section 9.3, we will provide at least 2 months' advance notice; you will be deemed to have accepted the amendments unless you notify us before the proposed date of application, in which case you may terminate the framework contract free of charge. For all other amendments, we will provide at least 30 days' advance notice.

We will post a new version on the Site, and as soon as you use the Site after they are posted, you will be deemed to have agreed to the updated version, but you will still be bound by the terms of any previous versions to which you have agreed or been deemed to agree. If there is a conflict between two versions of the Terms of Use to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise.

15. Notices

Any notice from you in respect of these Terms of Use shall be given by email to [email protected].

16. Jurisdiction

These Terms of Use shall be governed by the laws of the Grand Duchy of Luxembourg. Any disputes arising out of or in connection with these Terms of Use shall be exclusively and finally settled by the Court of Luxembourg-City, Grand Duchy of Luxembourg.

17. Severability

If any provision of these Terms of Use becomes invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions of these Terms of Use shall remain unaffected and not impaired. The invalid or unenforceable provisions of these Terms of Use shall be deemed replaced by such valid and enforceable provision which, to the extent legally possible, comes as close as possible to what the parties intended or would have intended according to the spirit and the purpose of these Terms of Use if they would have considered the point. The foregoing sentences shall apply accordingly in case of an unintentional contractual gap of omission.