These Terms of Service (the “Terms”) form a binding agreement between you and Issuant LLC, a Puerto Rico limited liability company (“Issuant,” “we,” “us,” or “our”), governing your access to and use of the Issuant website, investor portals, issuance tooling, smart-contract infrastructure, APIs, and related services (collectively, the “Services”).
By accessing or using the Services, you agree to be bound by these Terms and by our Privacy Policy and Disclosures. If you do not agree, do not use the Services.
1. Eligibility
You may use the Services only if you are at least 18 years old and have the legal capacity to enter into a binding contract. If you use the Services on behalf of an entity, you represent that you are authorized to bind that entity, and “you” refers to that entity. The Services are not offered to persons or entities located in jurisdictions where their use would violate applicable law.
2. The Services
Issuant provides tokenization infrastructure that enables issuers to design, deploy, and administer digital representations of securities and other assets, and that enables investors to subscribe for, hold, and transfer such instruments where permitted.
Issuant is a technology provider. Issuant is not a broker-dealer, investment adviser, exchange, alternative trading system, transfer agent, custodian, bank, or money-services business unless expressly stated for a specific service. Regulated activities in connection with securities offerings on or through the Services are performed by independent regulated counterparties. See our Disclosures for details.
3. Accounts
You must provide accurate, current, and complete information when you register and keep it updated. You are responsible for maintaining the confidentiality of your credentials, private keys, recovery phrases, and wallet access, and for all activity occurring under your account. You must notify us promptly of any suspected unauthorized access.
4. Identity Verification
Access to certain Services is conditioned on satisfactory completion of identity verification, sanctions screening, anti-money-laundering checks, and, where applicable, investor accreditation or qualification. We may suspend or terminate access at any time if we cannot complete these checks or if we suspect prohibited activity.
5. No Investment, Legal, Tax, or Accounting Advice
Content on the Services is provided for general informational purposes only and does not constitute investment, legal, tax, or accounting advice. Nothing on the Services is a recommendation to buy, sell, or hold any security or other instrument. You should consult your own qualified advisors before making any investment or legal decision.
6. Offerings; Securities Disclaimers
Information about offerings displayed through the Services is provided by issuers and other third parties. Issuant does not endorse any offering and does not represent that any information is accurate or complete. All investments involve risk, including the risk of total loss. Private securities are illiquid, speculative, and may not be suitable for all investors. Past performance is not indicative of future results.
Offerings made through the Services are intended to be exempt from registration under the U.S. Securities Act of 1933, as amended, and may only be made to investors who meet the eligibility requirements of the applicable exemption (e.g., “accredited investor” under Rule 501 of Regulation D, or non-U.S. persons under Regulation S). It is your responsibility to determine whether participation is lawful in your jurisdiction.
7. Digital Assets and Blockchain Risks
Use of the Services involves digital assets recorded on public or permissioned blockchains. You acknowledge and accept that:
- Blockchain transactions are typically irreversible. Losses caused by user error, lost keys, or transmission to incorrect addresses are not recoverable;
- Smart contracts may contain bugs, vulnerabilities, or unintended behavior. Audits reduce, but do not eliminate, this risk;
- Network congestion, forks, validator outages, or governance changes can affect availability and finality;
- The regulatory treatment of digital assets is evolving and may change in ways that adversely affect your holdings or your ability to transfer them; and
- You are solely responsible for the security of any wallet, private key, or device you use.
8. Acceptable Use
You agree not to, and not to attempt to:
- Use the Services to engage in money laundering, terrorist financing, sanctions evasion, fraud, market manipulation, insider trading, or any other unlawful activity;
- Provide false, misleading, or incomplete information, including in connection with identity verification or accreditation;
- Reverse engineer, decompile, or attempt to extract source code or underlying ideas of the Services, except as permitted by law;
- Probe, scan, or test the vulnerability of any system without our written authorization, or circumvent any security or authentication measure;
- Use the Services to send spam, malware, or content that infringes intellectual-property rights or violates the rights of others; or
- Use automated means to access the Services in a manner that imposes an unreasonable load.
9. Fees
Fees applicable to platform tiers and the Issuance Team are described on our website and in any order form or statement of work. Fees are non-refundable except as expressly stated. You are responsible for all taxes other than taxes based on our net income. Network gas fees and third-party charges are your responsibility.
10. Intellectual Property
The Services, including all software, designs, text, graphics, and trademarks, are owned by Issuant or its licensors and are protected by intellectual-property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services. All rights not expressly granted are reserved.
11. Feedback
If you provide feedback or suggestions about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and exploit them without restriction or compensation.
12. Third-Party Services
The Services may interoperate with third-party services, including broker-dealers, custodians, blockchains, wallets, and analytics providers. We do not control and are not responsible for those services. Your use of them is subject to their own terms and policies.
13. Disclaimers
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. We do not warrant that the Services will be uninterrupted, error-free, secure, or free of harmful components, or that any data will be accurate or preserved.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ISSUANT AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Our aggregate liability for any claim arising out of or related to the Services will not exceed the greater of (a) the amounts paid by you to us for the Services in the twelve months preceding the event giving rise to liability, or (b) U.S. $100.
15. Indemnification
You will indemnify, defend, and hold harmless Issuant and its affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to (i) your use of the Services, (ii) your breach of these Terms, (iii) your violation of law, or (iv) your violation of the rights of any third party.
16. Term; Termination
These Terms apply until terminated. We may suspend or terminate your access to the Services at any time, with or without notice, if we reasonably believe you have violated these Terms or applicable law, or to protect the security or integrity of the Services. Sections intended to survive termination will survive.
17. Governing Law; Dispute Resolution
These Terms are governed by the laws of the Commonwealth of Puerto Rico, without regard to its conflict-of-laws principles. Any dispute arising out of or related to these Terms or the Services will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, seated in San Juan, Puerto Rico, in the English language, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
Class-action waiver. Disputes will be resolved on an individual basis. You and Issuant waive any right to participate in a class action or class arbitration.
Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual-property rights or confidential information.
18. Changes to the Terms
We may modify these Terms from time to time. Material changes will be posted on this page with a revised effective date. Your continued use of the Services after a change becomes effective constitutes acceptance of the modified Terms.
19. Miscellaneous
These Terms, together with any order form or statement of work, are the entire agreement between the parties on this subject. If any provision is held unenforceable, the remaining provisions will remain in effect. We may assign these Terms in connection with a corporate transaction; you may not assign without our prior written consent. Failure to enforce a provision is not a waiver.
20. Contact
Issuant LLC
San Juan, Puerto Rico
legal@issuant.com