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Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THIS SITE, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE.

THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND A CLASS-ACTION AND JURY-TRIAL WAIVER. EXCEPT FOR RIGHTS THAT CANNOT BE WAIVED BY LAW, YOU AND SOUSTEX AGREE THAT DISPUTES WILL BE RESOLVED BY INDIVIDUAL ARBITRATION AND THAT YOU ARE GIVING UP THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.

By clicking “I agree,” creating an account, or accessing or using the Platform, you accept these Terms. If you do not agree, do not access or use the Platform.

Acceptance of These Terms

These Terms form a binding contract between you and SOUSTEX. You accept them by clicking “I agree,” by creating an Account, or by accessing or using the Platform, whichever occurs first.

You agree that SOUSTEX may record and retain evidence of your acceptance, including the version of the Terms accepted, the date and time, and the IP address and device associated with the acceptance, and that such records are admissible to prove your agreement.

By using the Platform, you represent and warrant that:

  1. You are of legal age to form a binding contract with SOUSTEX and at least 18 years old;
  2. You are not prohibited by law from using the Platform;
  3. are not located in, organized under the laws of, or resident in any country or territory that is the subject of comprehensive sanctions or a governmental embargo, or that is designated by any relevant governmental or regulatory authority as supporting terrorism or as subject to equivalent restrictions; and
  4. that you are not listed, identified on, and/or are not owned or controlled by or acting on behalf of any person identified on, any sanctions, prohibited party, or restricted party list maintained by any governmental or regulatory authority of competent jurisdiction.
  5. If you use the Platform on behalf of an entity, you represent that you have authority to bind that entity, and ‘you’ includes both you and that entity.

Modifications of These Terms

SOUSTEX may amend these Terms from time to time. Material changes take effect on the date stated in the updated Terms, and SOUSTEX will provide notice by posting the updated Terms and/or by electronic notice to you. Your continued use of the Platform after the effective date constitutes acceptance. Amendments to these Terms do not amend any Offering Documents, which are amended only as provided in those documents.

SOUSTEX may modify, suspend, add to, or discontinue any part of the Platform or its features at any time, with or without notice, including in response to changes in law, security needs, or the requirements of the Issuer, Transfer Agent, DIGTL or Stripe. These Terms do not entitle you to any maintenance, support, update, upgrade, or new feature.

A change to the Platform is governed by this Section, does not amend these Terms or the Offering Documents, and does not affect Tokens you validly hold, which remain governed by the Offering Documents. SOUSTEX is not liable for any modification, suspension, or discontinuation of the Platform except to the extent a liability cannot be excluded under Applicable Law.

Where a Platform change materially affects your ability to access investor documents, tax documents or legally required notices, SOUSTEX will provide reasonable alternative access where required by law or the Offering Documents.

Relationship of These Terms to The Offering Documents

These Terms govern your access to and use of the Platform. Each actual investment is a separate securities transaction between you and the Issuer, governed by that Offering’s Offering Documents. SOUSTEX is not a party to that securities transaction, unless the applicable Offering Documents expressly state otherwise.

If there is a conflict between these Terms and the Offering Documents in respect of the terms of an investment, including the nature and rights of the Tokens, the Lock-Up Period, distributions, transfer terms and dispute resolution at the Issuer level, the Offering Documents control for that investment. These Terms continue to govern all matters concerning use of the Platform.

Nothing in these Terms modifies, supersedes, or is incorporated into the Offering Documents, and nothing in the Offering Documents modifies these Terms. Third-party exchange, transfer agent, custodian, broker, payment, onboarding, or market infrastructure terms govern your relationship with those service providers.

Role of SOUSTEX

SOUSTEX provides the Platform as a technology, marketing and payment-processing service that permits individuals to make investments in digital securities via the Platform.

SOUSTEX presents Offerings made by Issuers, facilitates onboarding through DIGTL, processes payments as merchant of record through Stripe, and supports the administration of the issuance, holding and permissioned transfer of Tokens as directed by the applicable Issuer or authorized party.

SOUSTEX is not, and does not act as, a broker, dealer, broker-dealer, investment adviser, funding portal, securities exchange, alternative trading system, transfer agent, escrow agent, bank, money transmitter, finder, or custodian, and SOUSTEX does not provide investment, legal, accounting or tax advice. Nothing on the Platform is a recommendation, solicitation or endorsement by SOUSTEX to buy, sell or hold any Token, or advice that any investment is suitable for you.

SOUSTEX may facilitate onboarding through DIGTL or other onboarding, identity verification, eligibility, sanctions screening, exchange, transfer agent, broker, or market infrastructure providers, as applicable.

Where disclosed at checkout, SOUSTEX may act as merchant of record solely for payment processing administration through Stripe or another payment processor.

Tokenization does not change the security. A Token is a security. Issuing or holding an interest in tokenized form does not change its character as a security or the application of the securities laws to it. You must rely on your own advisers and based on the Offering Documents.

Eligibility

To use the Platform, you must be at least 18 years old, have legal capacity to contract, and not be barred from using the Platform or from participating in an Offering under Applicable Law. Access is void where prohibited.

Eligibility requirements may differ by Issuer, exemption, jurisdiction, investor category and offering type.

Eligibility to participate in a given Offering is governed by that Offering’s exemption and Offering Documents, and may require one or more of the following:

  1. Accredited investor Offerings. You qualify as an “accredited investor” and consent to verification of that status through documentation, third-party confirmation, or other reasonable steps required by the Issuer and Applicable Law.
  2. Offshore Offerings. You are not a “U.S. person” and are outside the United States at the time of your purchase and you agree to the distribution compliance period and resale restrictions applicable by law.
  3. Retail Offerings. Where an Offering is made to non-accredited investors, your investment is subject to the applicable per investor investment limits, and you make the certifications those rules require. Retail offerings may require use of a registered intermediary or other regulated process where required by law.
  4. Jurisdictional restrictions. You are not located or resident in and are not acting on behalf of a person in, any jurisdiction in which the relevant Offering is not authorized, and you are not a Sanctioned Person.

SOUSTEX’s display of an Offering to you is not a determination that the Offering is suitable for you or that you qualify; qualification is determined under the Offering Documents and Applicable Law.

The Platform is operated from the United States. If you access it from elsewhere, you do so on your own initiative and are responsible for complying with the laws of your jurisdiction, including exchange control, tax, securities and consumer laws. The Platform and the Offerings are not directed to any person in any jurisdiction where making them available, or your access, would be unlawful, and SOUSTEX may restrict access by jurisdiction.

Account Registration

You must provide accurate, complete and current information when you register and keep it updated. You are responsible for your Account credentials and for all activity under your Account, and you must notify SOUSTEX promptly of any unauthorized use.

This process will include the creation of a Login ID and password for your Account. We will also ask you for necessary information, including your name and other personal information, to verify your identity, as described in our Privacy Policy.

The Account can be created on your own behalf if you register as a natural person, or on behalf of an entity you represent if you register as a legal person. All users must be at least 18 years old and, when registering on behalf of an entity, such entity must be constituted and authorized to operate in the tax jurisdiction indicated during the login process. SOUSTEX may require evidence of authority, corporate approvals, beneficial ownership information, tax forms and other entity documentation.

You are responsible for maintaining the confidentiality of your Account and password, and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your Account or password. You may not assign or otherwise transfer your Account to any other person or entity. You acknowledge that SOUSTEX is not responsible for third-party access to your Account that results from theft or misappropriation of your Account. We reserve the right to refuse or cancel any services, terminate Accounts, or remove or edit content in our sole discretion.

SOUSTEX integrates the systems and/or solutions of different entities, such as payment processing providers. By registering and accepting these Terms, SOUSTEX may disclose information about your Account to such third parties when necessary to facilitate the operations or based on your consent. Likewise, you represent and warrant that you own or have obtained all the rights and authorizations necessary under applicable legislation to disclose to us or allow us to collect, use, preserve and communicate, where applicable, such information or personal data, including through technological systems and means and in accordance with our Policies.

Onboarding

Investor onboarding, identity verification, Know Your Customer and accreditation checks are performed through a third party, whether by telephone assisted enrolment or self-service sign up. You authorize SOUSTEX and the Issuer to share your information with such third party for these purposes, and you agree to provide the documentation they reasonably require. Those third parties may have their own terms and privacy notices, and may act as independent controllers or regulated entities.

SOUSTEX, the Issuer or a third-party processor may refuse, delay, condition, suspend or reject onboarding, an Account, a purchase, or the release of Tokens if verification is incomplete, if information appears inaccurate or as required to comply with Applicable Law.

Investor Representations And Warranties

Each time you create an Account, access an Offering, submit information or subscribe to a subscription, make a payment or otherwise use Offering related functionality, you represent and warrant to SOUSTEX and to the relevant Issuer that:

  1. You have full power and authority to enter into these Terms and the Offering Documents, and all information you provide is true, accurate and complete.
  2. You meet the eligibility criteria in Section: Eligibility for each Offering in which you participate, and you will promptly notify SOUSTEX if any such representation ceases to be true.
  3. You have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the investment/Offering, can bear the economic risk of a total loss and have had the opportunity to review the Offering Documents and consult your own advisors.
  4. You are acquiring Tokens for your own account for investment unless the Offering Documents permit you to act in a disclosed fiduciary, trustee, nominee, representative, or agent capacity, and not with a view to any distribution in violation of the securities laws, and you understand the Tokens are “restricted securities” subject to the Lock-Up Period and transfer restrictions in Section: Lock-Up.
  5. You are not relying on SOUSTEX for investment, legal, accounting or tax advice, and you are not relying on any statement other than those made or incorporated into the Offering Documents.
  6. Any payment instrument you use is yours or one you are authorized to use, and you are the authorized cardholder or accountholder for each payment.
  7. You are not a Sanctioned Person; you are not acting on behalf of a Sanctioned Person; and the funds you use are from lawful sources and are not the proceeds of unlawful activity. You agree to cooperate with anti-money laundering and sanctions screening and ongoing monitoring.

Token Purchase Process

When you submit a subscription and authorize payment, you make a binding offer to purchase Tokens on the terms of the Offering Documents. No contract of sale is formed and SOUSTEX’s receipt of payment confirmation does not constitute Issuer acceptance. No Token is issued or will be issued until the Issuer accepts your subscription and the applicable conditions are met.

Submission of a subscription or payment authorization does not guarantee allocation, acceptance, Issuance or closing.

The Issuer may accept or reject any subscription in whole or in part in its discretion, including for failure of verification, oversubscription or for compliance reasons. If your subscription is rejected, the corresponding amount will be returned to you without interest, less any non- recoverable third-party processing costs to the extent permitted by Applicable Law.

Token price, minimum and maximum amounts, closing conditions and timing are as stated in the Offering Documents and at checkout. Nothing on the Platform is an offer to sell, or a solicitation of an offer to buy, in any jurisdiction where that would be unlawful.

Payment Processing

Payments are processed through Stripe and/or any such third-party payment processors as SOUSTEX contracts within its sole discretion.

By submitting payment, you authorize the charge for the subscription amount and any associated fees, and you authorize SOUSTEX and Stripe to take the steps necessary to process, verify and, where applicable, return that payment.

SOUSTEX acts as merchant of record for payments collected through the Platform and remits subscription proceeds to or at the direction of the Issuer in accordance with the Offering Documents. Acting as merchant of record does not make SOUSTEX the seller of the security, a custodian of your assets, or a party to the securities transaction.

You represent that you are the authorized cardholder or accountholder for every payment instrument you use, that the billing information is accurate, and that you are not using any instrument without authority. You authorize 3-D Secure and other fraud-prevention measures. If a payment fails, is reversed, or is later found to be unauthorized, SOUSTEX and the Issuer may withhold or cancel the corresponding Tokens, suspend your Account, and pursue the amounts owed. Currency, taxes and any platform fees are as disclosed at checkout.

Payment processors may impose their own terms, fees, timing, fraud screening, and rejection rules.

Your card issuer may treat funding a Token purchase as a cash advance rather than a purchase, which can trigger cash advance fees and higher interest charged by your issuer. Those charges are imposed by your issuer, not SOUSTEX, and are a matter between you and your issuer. You are responsible for reviewing your cardholder agreement before paying by card. SOUSTEX does not reimburse cash advance fees or interest.

Unless stated otherwise at checkout, amounts are denominated and charged in U.S. dollars. If you pay with an instrument denominated in another currency, your card issuer or bank sets the exchange rate and may charge foreign transaction or conversion fees, which are your responsibility and are not set or received by SOUSTEX. You bear the risk of exchange rate movement between the time you authorize payment and the time it settles.

Escrow

Where an Offering is conducted on a contingency basis, or the Offering Documents so provide, subscription proceeds will be held by an independent bank escrow agent and released to the Issuer only when the stated conditions are met, and returned to you if they are not, in accordance with the Offering Documents and Applicable Law. Where an Offering is not conducted on a contingency basis, subscription proceeds are applied and remitted as the Offering Documents provide.

Cancellation And No Refund

Because no contract of sale is formed until the Issuer accepts your subscription, you may withdraw a submitted subscription and receive a return of the amount paid at any time before the Issuer accepts it and before Tokens have been released to you, by submitting a cancellation request through your Account or to us at the address in the Contact Us section. We will action a valid request promptly. Once the Issuer has accepted your subscription or Tokens have been released to you, the amount is non-refundable except as set out below.

Once the Issuer has accepted your subscription, or once Tokens have been released to you, the amount paid is non-refundable to the fullest extent permitted by Applicable Law, except: (a) where the Issuer rejects your subscription, in which case the amount is returned without interest, less any non-recoverable third-party processing costs to the extent permitted by Applicable Law; (b) where an Offering is conducted on a contingency basis and the stated minimum is not met by the date set out in the Offering Documents, in which case the amount is returned; (c) where a refund is required by the Offering Documents; or (d) where Applicable Law makes the charge refundable on a basis that cannot be waived.

This section concerns cancellation and refunds only. Nothing in it waives or limits any billing error or unauthorised transaction right that Applicable Law makes non waivable, and the Chargebacks and Payment Disputes section continues to apply.

Chargebacks And Payment Disputes

You agree not to initiate, and to withdraw, any card chargeback, payment reversal or bank dispute that is not based on a genuine billing error or unauthorized use. For example, a dispute used to obtain a refund of a non-refundable, validly authorized purchase. A wrongful dispute is a breach of these Terms.

If a dispute is raised, you authorize SOUSTEX to provide the card network, issuer or bank with the evidence of the transaction and your acceptance, including your logged clickwrap acceptance where applicable, KYC and verification records, IP and device data, communications, and on-chain or ledger proof of Token issuance, in order to represent the charge, subject to our Privacy Policy.

If you receive a chargeback or reversal of a completed purchase, SOUSTEX and the Issuer may freeze, cancel or claw back the corresponding Tokens, suspend your Account, and recover the disputed amount and reasonable associated costs (including network dispute fees) from you, including by set-off against any amount otherwise payable to you. You indemnify SOUSTEX for losses arising from your wrongful dispute.

Nothing in these Terms waives, limits or disclaims any billing error or unauthorized transaction right that Applicable Law makes non-waivable. This Section addresses only wrongful disputes.

Token Issuance

Tokens are released to you manually and only after the Issuer’s acceptance of your subscription, completion of verification, receipt of cleared funds and satisfaction of the conditions in the Offering Documents and Applicable Law. Release is not automated and is not effected by a smart contract acting on its own; SOUSTEX does not independently issue Tokens except where expressly authorized in the Offering Documents.

SOUSTEX does not guarantee any release time. Pending release, no Token interest is transferred to you. your remedy for non-release is limited to return of the corresponding amount as provided under ‘Cancellation and Refunds, the Offering Documents and Applicable Law.

The official register of holders of an Offering’s Tokens is maintained by DIGITL and/or an Affiliate of SOUSTEX and/or by a person the Issuer appoints for that purpose, as stated in the Offering Documents. The register, reconciled with the on-chain record, is the definitive record of ownership. SOUSTEX and its Affiliate maintain the register only where the Offering Documents expressly appoint it to do so.

Custody

You self-custody your Tokens. Tokens are delivered to a wallet address that you control and that has been verified and whitelisted, and you alone hold the private keys to that wallet. SOUSTA is not a custodian of your Tokens, and SOUSTEX does not hold, control, or safeguard your Tokens, your wallet or your private keys, except where the Offering Documents expressly provide otherwise. You are responsible for your wallet, your credentials and your private keys.

If you lose access to your wallet or your private keys, your Tokens may be permanently inaccessible. SOUSTA cannot reverse a blockchain transaction, recover a lost key, or restore access, and SOUSTA is not liable for any resulting loss, except to the extent a liability cannot be excluded under Applicable Law.

Tokens may be issued to, and transferred only among, wallet addresses that have been verified and whitelisted. A transfer to an address that is not whitelisted may be rejected or may have no effect. Where the Tokens are issued on a standard that permits an authorised party to freeze, transfer, or reissue a Token, the Issuer or its authorised agent may do so to comply with the Offering Documents, with Applicable Law, or with a court or regulatory order, or to correct a fraudulent or erroneous transaction, and you consent to that action.

Custody of assets at the Issuer level, such as undistributed Tokens, treasury holdings, or administrative keys, may be performed by a third-party digital asset custodian. For current Offerings, that custodian is DigitlTrust. The custodian’s role is governed by its own terms and by the Offering Documents, and it does not change your responsibility for your own wallet and keys.

If any other custodian, wallet provider, transfer agent, exchange, broker, depository, or similar infrastructure provider is used in connection with an Offering, its role is governed by its own terms and the Offering Documents.

SOUSTEX will never ask you for your private keys or your full account password and will never direct you by email or message to send funds or Tokens to a different address. Treat any communication that does so as fraudulent and verify it by logging in to the Platform directly.

Except to the extent a liability cannot be excluded under Applicable Law, SOUSTEX is not liable for losses caused by malware, phishing, spoofing, SIM swap, social engineering, or other attacks against you, your devices, your email, your phone or your wallet. SOUSTEX will not ask you for your private keys or full account password and will not direct you by email or message to send funds or Tokens to a different address. Treat any communication that does so as suspect and verify it by logging in to the Platform directly. You are responsible for safeguarding your credentials, devices, and keys.

Lock Up

The Tokens are “restricted securities.” They have not been registered under the Securities Act or any state securities laws and are offered in reliance on exemptions. They may not be offered, resold, pledged or transferred except (i) after the Lock-Up Period and any applicable holding period, and (ii) pursuant to an effective registration statement or an available exemption, in each case in compliance with the Offering Documents and Applicable Law.

Resales of restricted securities may be subject to the conditions and holding periods of Rule 144, restrictive legends, contractual lockups, exchange rules, Issuer consent or any other such restrictions as described in the Offering documents. Tokens (and any ledger records) may bear or reflect legends describing these restrictions.

Regulation S transfers. Tokens sold under Regulation S are additionally subject to the applicable distribution compliance period and to restrictions on resale to, or for the account of, U.S. persons during that period.

Distributions

Any distributions made are made by the Issuer in accordance with the Issuer’s operating or limited partnership agreement. Distributions, if any, are at the sole discretion of the Issuer’s manager or general partner, depend on available cash and the performance of the underlying property and are not guaranteed. Past or projected figures are not a promise of future results.

Where SOUSTEX facilitates the mechanics of a distribution, it does so as a technology and administrative convenience and does not thereby assume any obligation to make distributions or any liability for the Issuer’s decisions.

Distributions may be delayed, reduced, withheld, blocked, or redirected due to tax withholding, sanctions screening, payment provider rules, banking restrictions, legal process, or incomplete investor documentation.

Investor Documents And Reporting

The Platform may make available your Offering Documents, account statements, holdings information and tax forms for viewing and download. You are responsible for reviewing them and for retaining copies.

Reporting and tax information originate from the Issuer and its administrators. SOUSTEX presents this information as a conduit and does not independently verify it. The Offering Documents control as to your rights and the Issuer’s obligations.

You consent to electronic delivery of Platform notices, Offering Documents, tax forms, statements, reports, consents, and investor communications where permitted by law

Acknowledgment Of Risk

You acknowledge that an investment in Tokens is speculative and involves a high degree of risk, and that you could lose your entire investment. The Offering Documents contain the Offering risk factors and control. Without limiting them, you acknowledge each of the following:

  1. You may lose all of your invested capital.
  2. Tokens are subject to the Lock-Up Period and transfer restrictions, there is no established trading market and a liquid market may never develop; You may be unable to sell when you wish or at all.
  3. There is no assurance of any return, income or distribution, or of the return of capital.
  4. An Issuer may be newly formed with no operating history, and you rely on the skill and decisions of its manager or general partner, over whom you have limited control.
  5. Returns depend on the performance of specific real property and may involve development, renovation or repositioning execution risk, vacancy, financing and interest rate risk, market and valuation risk, casualty and other risks inherent in real estate. Property financing or leverage can amplify losses.
  6. Token values are not set by a public market, may be based on estimates and assumptions, and may not reflect realizable value.
  7. The Tokens depend on blockchain networks, smart contracts and related technology, which may contain bugs, may fork or fail, and may be subject to congestion, attack or obsolescence.
  8. Loss of your keys or wallet access may cause permanent and total loss of your Tokens
  9. The Platform and related systems may be targeted by malicious actors despite reasonable safeguards.
  10. The legal and regulatory treatment of tokenized securities is evolving, changes in law, or the unavailability or loss of an exemption, could materially and adversely affect the Tokens, their transferability or the Offering.
  11. Tax consequences are complex and depend on your circumstances. Anticipated tax benefits, including any Qualified Opportunity Zone benefit, are not guaranteed and may be reduced, denied or changed by law or by failure to satisfy applicable requirements (Section 18).
  12. Any projections or forward looking statements are inherently uncertain, and actual results may differ materially.
  13. Even if a trading venue is made available, liquidity is not guaranteed.

The risk acknowledgments in these Terms are not exhaustive.

Taxes

SOUSTEX does not provide tax advice. You are responsible for determining and paying any taxes arising from your investment and for consulting your own tax adviser.

If an Issuer is treated as a partnership, you may receive a Schedule K-1 and the associated reporting obligations and timing. You agree to provide tax residency and status documentation (including U.S. tax forms) requested for FATCA, Common Reporting Standard, and withholding purposes, and you acknowledge that withholding may apply to distributions to non- U.S. investors.

Failure to provide requested tax documentation may result in withholding, blocked distributions, rejected subscriptions or other consequences under the Offering Documents and Applicable Law.

Intellectual Property

The Platform is owned and operated by SOUSTEX. All content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, text, data, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, software and/or technology and all intellectual property of any kind whatever and the selection and arrangement thereof are owned exclusively by SOUSTEX or the licensors or suppliers of SOUSTEX and are protected by copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws, except for Offering Documents, third-party data and Issuer content which are owned or controlled by their respective owners.

Nothing on the Platform should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of such intellectual property displayed on the Platform without our prior written permission in each instance.

You are granted a non-exclusive, non-transferable, revocable license to access and use the Platform strictly in accordance with these Terms. As a condition of your use of the Platform, you warrant to us that you will not use the Platform for any purpose that is unlawful or otherwise prohibited by these Terms. You agree that you do not acquire any ownership rights in any of our intellectual property. We do not grant you any licenses, express or implied, to the intellectual property of SOUSTEX or our licensors except as expressly authorized by these Terms.

You agree to observe and abide by all copyright and other proprietary notices, legends, or other restrictions contained in any such content and will not make any changes thereto. You may not use, copy, display, distribute, modify or reproduce any of the intellectual property found on the Platform unless in accordance with written authorization by us.

Authorized Use And Prohibition Of The Platform

You may access and use the Platform only for your own lawful use in connection with evaluating, making, holding, and managing an investment, and only in compliance with these Terms, the Offering Documents and Applicable Law. You are responsible for all activity conducted through your Account.

The prohibitions below are not exhaustive, and SOUSTEX may treat conduct that is not expressly listed but that is inconsistent with this Section, with the purpose of the Platform, or with Applicable Law as a breach.

You agree that you will not, and will not attempt to, and will not authorize or assist any other person to:

  1. use the Platform for any unlawful purpose, or in violation of Applicable Law;
  2. engage in, or use the Platform to facilitate, money laundering, terrorist financing, bribery, corruption, tax evasion, or the handling of proceeds of unlawful activity;
  3. transact with, on behalf of, or for the benefit of any Sanctioned Person, or use the Platform to evade or circumvent any sanctions, embargo, or export-control restriction;
  4. structure, split, or arrange any payment, subscription, or transfer, or provide or omit information, in order to evade any identity verification, reporting, recordkeeping, sanctions-screening, or threshold requirement of Applicable Law or of SOUSTEX or applicable third party;
  5. engage in conduct that does or could reasonably be expected to cause SOUSTEX, the Issuer, or any Offering to violate Applicable Law or to lose, impair, or fail to qualify for any exemption from registration on which an Offering relies;
  6. provide false, inaccurate, misleading, incomplete, or impersonating information, or use a false or stolen identity, in registration, onboarding, verification, payment, or any communication with SOUSTEX;
  7. participate in an Offering for which you are not eligible, or use a nominee, intermediary, or undisclosed beneficial owner, or misstate your status, location, or residency (including by using a VPN, proxy, or false location data), in order to circumvent eligibility, accreditation, jurisdictional, or other requirements;
  8. open or maintain more than one Account without SOUSTEX’s consent, register an Account on behalf of another person without authority and disclosure, or sell, transfer, or share your Account or credentials;
  9. offer, advertise, market, solicit, resell, pledge, encumber, or transfer any Token in violation of transfer restrictions or securities requirements;
  10. engage in market manipulation or deceptive trading practices;
  11. trade in, or offer or transfer, any Token while in possession of material non-public information concerning an Issuer or the underlying property, or unlawfully disclose such information to others;
  12. use any payment instrument that is not yours or that you are not authorized to use, any stolen, counterfeit, or fraudulently obtained instrument, or any instrument in violation of its terms;
  13. initiate or pursue any chargeback, payment reversal, or bank dispute that is not based on a genuine billing error or unauthorized use, or otherwise engage in “friendly fraud”;
  14. gain or attempt to gain unauthorized access to the Platform, any Account, or any related system, network, or data, or breach, disable, or circumvent any authentication or security;
  15. probe, scan, or test the vulnerability of, or breach the security or authentication of, the Platform or any related system, except under a written authorization or security testing program offered by SOUSTEX;
  16. introduce or transmit any virus, worm, malware, time bomb, or other harmful code, or use the Platform to deliver any such code or any phishing, spoofing, or social engineering content;
  17. interfere with, disrupt, overburden, or impair the Platform or its infrastructure;
  18. tamper with, bypass, or interfere with the operation, integrity, or recording of any blockchain transaction, smart contract, token legend, or ledger entry associated with the Tokens;
  19. use any robot, spider, scraper, crawler, or other automated or manual means to access, monitor, index, harvest, copy, or extract the Platform or any of its content or data, except as expressly permitted for ordinary use;
  20. copy, reproduce, mirror, frame, republish, distribute, sell, license, or create derivative works from the Platform or its content, or remove, obscure, or alter any copyright, trademark, or other proprietary notice;
  21. reverse engineer, decompile, disassemble, or attempt to derive the source code, structure, or underlying ideas of the Platform or its software, except to the extent Applicable Law prohibits that restriction;
  22. use the Platform, its content, or any data obtained from it for any commercial purpose, competing product or service, investment activity, or solicitation outside the Services without SOUSTEX’s prior written consent;
  23. collect, scrape, or harvest personal information about other users, or use the Platform to send spam, chain communications, or unsolicited commercial messages;
  24. infringe or misappropriate the intellectual-property, privacy, publicity, or contractual rights of SOUSTEX or any third party, or upload or transmit any content that is infringing, defamatory, obscene, harassing, threatening, or otherwise unlawful;
  25. impersonate or misrepresent your affiliation with SOUSTEX, an Issuer, a regulator, or any other person, or falsely state or imply that any statement or content is endorsed, approved, or issued by SOUSTEX;
  26. harass, abuse, threaten, or defraud SOUSTEX personnel, other users, or any third party, or interfere with another user’s use of the Platform; or

SOUSTEX may, but is not obligated to, monitor use of the Platform, investigate suspected violations of this Section, and review, screen, or remove content or activity. SOUSTEX’s failure to act on any violation does not waive its right to act on that or any other violation.

A violation of this Section is a material breach of these Terms. In addition to its other rights, SOUSTEX may, in its discretion and as permitted by Applicable Law: refuse, delay, suspend, or unwind any onboarding, subscription, payment, or Token release, decline a transaction, freeze, cancel, or claw back Tokens, suspend, restrict, or terminate your Account or access, recover amounts and costs owed, including by set-off, and seek injunctive or other relief. You will indemnify SOUSTEX for losses arising from your violation.

SOUSTEX may report conduct it believes violates Applicable Law to regulators, card networks, or law enforcement authorities, and may disclose information about you and your activity to them. You agree to cooperate with SOUSTEX’s reasonable investigation of suspected violations.

Third Party Services

The Platform may rely on Issuers, DIGTL, Stripe, third parties and blockchain networks. Your use of those services may be subject to their own terms, and SOUSEX is not responsible for their acts, omissions, availability or content.

Where a third party’s terms apply, these Terms are intended to operate alongside them. In case of conflict regarding your use of the Platform, these Terms govern as between you and SOUSTEX, without altering the third party’s rights against you.

Suspension And Termination

SOUSTEX may suspend, restrict or terminate your Account or access to the Platform, with or without notice, if you breach these Terms, if required by Applicable Law or a regulator, to address fraud, sanctions or security concerns, or if continued access creates risk. Where practicable and lawful, SOUSTEX will give notice.

Termination of Platform access does not by itself cancel Tokens you validly hold nor does not terminate rights or obligations that you have accrued under the Offering Documents. Your Tokens, the Lock-Up Period and transfer restrictions, and your rights as an investor remain governed by the Offering Documents. Suspension may, however, limit your ability to transact through the Platform.

Sections concerning Offering Documents, investor representations, payment obligations, chargebacks, transfer restrictions, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, and general provisions survive termination

No Warranty

EXCEPT AS EXPRESSLY STATED AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND SOUSTEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOUSTEX DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. SOUSTEX MAKES NO REPRESENTATION OR WARRANTY ABOUT ANY OFFERING, ISSUER, PROPERTY, OR TOKEN, ABOUT ANY RETURN OR DISTRIBUTION, OR ABOUT THE TAX OR REGULATORY TREATMENT OF ANY INVESTMENT, AND PROVIDES NO INVESTMENT, LEGAL OR TAX ADVICE.

Limitation Of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, SOUSTEX AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES AND AGENTS, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST INVESTMENT VALUE, OR LOSS OF DATA, ARISING FROM OR RELATING TO THE PLATFORM OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, SOUSTEX’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED the platform fees you paid to SOUSTEX in the 12 months before the claim or USD $100 if you paid no platform fees directly to SOUSTEX.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Applicable Law.

Indemnification

You will indemnify and hold harmless SOUSTEX and its affiliates and their respective officers, directors, partners, employees and agents from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising from or relating to (a) your breach of these Terms or your representations, (b) your violation of Applicable Law or the rights of any third party, (c) any wrongful chargeback or payment dispute, or your misuse of the Platform. SOUSTEX may assume the exclusive defence of any matter subject to indemnification, and you will cooperate.

Force Majeure

SOUSTEX is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labour disputes, governmental or regulatory action, failures of the internet, blockchain networks, telecommunications or third-party providers, cyberattacks and outages.

Dispute Resolution

YOU HAVE READ THIS SECTION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED BELOW.

Before commencing arbitration, the parties will attempt in good faith to resolve the dispute for thirty (30) days after written notice describing the dispute and the relief sought.

Except as stated herein, any unresolved dispute will be resolved by final and binding individual arbitration administered by American Arbitration Association under its applicable rules, before a single arbitrator. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

Disputes will be arbitrated only on an individual basis. You and SOUSTEX waive any right to a jury trial and to bring or participate in a class, collective, consolidated or representative action. The arbitrator may not consolidate claims or preside over any representative proceeding.

You may opt out of this arbitration agreement by sending written notice to support@soustex.com within 30 days of first accepting these Terms. Opting out does not affect any other part of these Terms. The opt-out notice must clearly state that you are rejecting arbitration, provide your name, address, telephone number and Login ID, and be signed by you. You may send an opt- out notice in any manner you see fit as long as it is received at the specified address within the specified time. No other method can be used to opt-out of this Arbitration Provision.

If the opt-out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt-out notice on your behalf.

Either party may bring an individual claim in small-claims court if it qualifies, and either party may seek injunctive or equitable relief in court to protect intellectual property or confidential information. Nothing in this Section requires arbitration of, or waives, any claim or right that Applicable Law makes non-waivable or non-arbitrable.

Claims against an Issuer must be brought under the dispute resolution provisions in the applicable Offering Documents unless the Issuer has expressly agreed to this Section.

These Terms are governed by the laws of the State of Delaware without regard to conflict of laws rules. Subject to the arbitration agreement, the state and federal courts located in New Castle County, Delaware have exclusive jurisdiction, and you consent to that jurisdiction and venue.

General Provisions

These Terms, together with the documents they incorporate (including the Privacy Policy), are the entire agreement between you and SOUSTEX regarding the Platform. For the investment itself, the Offering Documents control as provided herein.

  1. Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions remain in effect. If the class-action waiver herein is held unenforceable as to a claim, that claim will proceed in court and the rest of said Section remains in effect.
  2. Assignment. You may not assign these Terms without SOUSTEX’s consent. SOUSTEX may assign these Terms, including to an affiliate or in connection with a reorganization or sale.
  3. No waiver. A failure to enforce a provision is not a waiver. Remedies are cumulative.
  4. Notices. SOUSTEX may give notice by posting on the Platform or by electronic message to you. You may give notice to SOUSTEX as provided herein.
  5. Relationship of the parties. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary or advisory relationship between you and SOUSTEX.
  6. Force of electronic copy. An electronic or reproduced copy of these Terms and of your acceptance is admissible and binding.

Contact Us

You may contact us by:
Email Address: support@soustex.com
Office Address: 11654 Plaza America Drive, 647; Reston, Virginia 20190 USA
Telephone: +19382886741

Definitions

“Account” means the user account created by or for a User to access the Platform, review Offerings, complete onboarding, submit information, make or manage subscriptions, access investor documents, or use other Platform functionality.

“Affiliate” means, with respect to any person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with that person or entity.

“Applicable Law” means any applicable federal, state, local, foreign, or international law, statute, regulation, rule, order, directive, guidance, regulatory requirement, court order, governmental requirement, sanctions requirement, securities requirement, tax requirement, or other legal requirement applicable to the relevant person, entity, Issuer, Offering, Token, transaction, Platform function, or activity.

“DIGTL” means DIGTL Ltd. and its affiliates.

“Issuer” means the individual or legal entity that issues, offers, sells, sponsors, or otherwise makes available Tokens, securities, interests, investment instruments, or other assets through or in connection with the Platform. The applicable Issuer for each Offering will be identified in the relevant offering page, subscription materials, Offering Documents, Issuer-Specific Privacy Supplement, or other applicable materials.

“Lock-Up Period” means any period during which a Token, security, interest, or other investment instrument may not be transferred, resold, pledged, encumbered, withdrawn, redeemed, or otherwise disposed of, whether under the Offering Documents, Applicable Law, securities exemptions, legends, transfer restrictions, issuer requirements, or platform restrictions.

“Offering” means any offer, sale, issuance, subscription, investment opportunity, tokenized asset, securities offering, property related offering, or other transaction made available through or in connection with the Platform by an Issuer.

“Offering Documents” means the documents, disclosures, agreements, risk factors, subscription materials, private placement memorandum, offering memorandum, operating agreement, limited partnership agreement, token terms, investor questionnaire, investor representations, issuer disclosures and other materials relating to an Offering.

“Platform” means the SOUSTEX website located at www.soustex.com, together with any related website, mobile application, investor portal, issuer dashboard, data room, communication tool, API, account system, payment workflow, onboarding workflow, or other online service that links to this Terms of Service.

“Privacy Policy” means the SOUSTEX privacy policy, as updated from time to time.

“Sanctioned Person” means any person or entity that is the subject or target of sanctions, trade restrictions, export control restrictions, blocking measures, asset freeze requirements, or similar restrictions imposed or administered by any governmental, regulatory, or sanctions authority with jurisdiction over SOUSTEX, an Issuer, a Service Provider, or the relevant transaction, including any person or entity owned or controlled by, acting for or on behalf of, or otherwise connected to such restricted person or entity.

“Service Provider” means any vendor, contractor, processor, professional adviser, technology provider, identity verification provider, payment processor, fund administrator, tax adviser, auditor, legal adviser, cloud provider, analytics provider, communication provider, blockchain analytics provider, custodian, wallet provider, transfer agent, escrow agent, property manager, or other third party that provides services to SOUSTEX, an Issuer, or another relevant party.

“SOUSTEX” means SOUSTEX Inc., a Delaware corporation, in its capacity as the operator of the Platform, unless an applicable notice states otherwise. “Stripe” means the Stripe, LLC the US parent company, or Stripe Technology Company, Limited, Irish Company or any other such affiliate company which provides third-party payment processing.

“Token” means any digital token, blockchain based record, digital representation, security token, interest, unit, instrument, entitlement, or other digital asset issued, administered, transferred, restricted, or recorded through or in connection with an Offering.

“User” means any person who visits, accesses, or uses the Platform, creates an account, reviews an Offering, subscribes for an Offering, provides information to SOUSTEX, an Issuer, DIGTL, Stripe, or service provider, or otherwise interacts with the Platform. A User may include a visitor, prospective investor, current investor, property owner, seller, developer, sponsor, issuer representative, beneficial owner, control person, authorized signatory, or other transaction participant.