1. Scope
These End User Terms and Conditions (“Terms”) govern the use of the GX Securities platform (the “Platform”), including any related websites, services, communication channels and tools operated by GX Securities, a company registered in Greece, with private placement offerings structured under Swiss law. By accessing or using the Platform, you (“User”) agree to these Terms. If you do not agree to these Terms, you must not use or access the Platform.
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1.1 Purpose of the Platform
The GX Securities Platform is a DLT-based compliance and reporting infrastructure designed to enable issuers to manage private placements, investor onboarding, regulatory reporting and compliance tracking. GX Securities does not provide financial services, investment advice, brokerage, or execution of transactions. The Platform serves exclusively as a technological tool that facilitates issuer compliance and investor reporting.
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1.2 Eligibility to Use the Platform
The Platform is available exclusively to persons who are at least 18 years old and who meet the following criteria: Qualified Institutional or Professional Investors as defined under applicable laws. Users who are not subject to any restrictions under Swiss law, EU financial regulations, or the laws of their country of residence. Users represent and warrant that their use of the Platform complies with all applicable laws and regulations. GX Securities reserves the right to suspend or terminate access if a User is found to be in violation of these Terms or applicable regulations.

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2. Services & Important Notices
2.1 Information Relating to Tokenized Securities
The GX Securities Platform enables Users to access information, issuer reports and compliance-related data regarding private placements of tokenized securities. The Platform serves as a technological infrastructure that allows issuers to manage compliance, investor reporting and regulatory oversight. GX Securities does not issue, trade, facilitate, or control any financial transactions related to these tokenized securities. The securities are offered solely by the issuing companies and GX Securities has no involvement in execution, settlement or transfer of ownership.

The Platform utilizes DLT-based smart contracts, deployed on XRPL or other supported blockchain networks, for compliance tracking and automated reporting. GX Securities has no influence over the operation of blockchain networks, smart contracts, or any transactions executed by Users or Issuers. Users acknowledge that interacting with blockchain-based systems may incur transaction costs (e.g., network fees), which are independent of GX Securities.

‍Important Notices - No Endorsement of Issuers or Offerings
All information regarding tokenized securities and private placements is provided "as is" and "as available". GX Securities does not verify, approve, endorse, or conduct due diligence on any issuer, offering, or related information displayed on the Platform.

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No Investment Advice or Recommendation
The Platform provides generalized issuer-related information, which is not financial, legal, tax, or investment advice. Users must conduct their own due diligence and consult with qualified financial, legal and tax professionals before engaging with any offering. GX Securities does not assess the suitability of any investment opportunity and assumes no responsibility for Users’ financial decisions.
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Risks Associated with Private Placements
Investing in tokenized securities and private placements carries significant risks, including but not limited to: Market & Business Risks (The performance of an issuer’s securities depends on its business model, industry conditions and operational risks), Regulatory & Legal Risks (Changes in laws or regulatory enforcement may impact the validity, transferability, or liquidity of tokenized securities), Liquidity Risks (Private placements may lack a secondary market and investors may not be able to sell or transfer their holdings easily), Investment Loss Risks (Participation in private placements is highly speculative and may result in total loss of investment). Tokenized securities are only suitable for sophisticated institutional investors who fully understand the associated risks and can bear the potential loss of their investment.

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2.2 Non-Custodial Wallet (XRPL-Based Only)
The GX Securities Platform enables interaction with the XRP Ledger (XRPL) for compliance tracking and reporting of tokenized securities. Users may interact with the XRPL using non-custodial wallets, which are required for accessing and managing tokenized securities. GX Securities does not provide custodial services, store private keys, or control any user wallets. All transactions occur directly on the XRPL network and any associated network fees (transaction costs) are independent of GX Securities.

Users are solely responsible for:

Managing and securing their private keys associated with their XRPL-compatible wallets.
Ensuring no unauthorized parties access their private key or wallet credentials.
Understanding that loss or disclosure of private keys may result in irreversible loss of access to digital assets.

For regulatory reasons, GX Securities does not offer private key recovery, backups, or wallet restoration services. Users must implement their own security measures to protect their credentials.

3. Rights & Obligations of GX Securities
3.1 Platform Availability & Maintenance
GX Securities regularly maintains and improves the Platform and its infrastructure to ensure secure and efficient operation. However, the Platform is provided on an "as is" and "as available" basis and GX Securities does not guarantee uninterrupted availability. Users acknowledge that temporary downtime, maintenance-related delays, or service disruptions may occur. Where reasonably possible, GX Securities will inform Users of any planned interruptions in advance.
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3.2 Suspension & Compliance Measures
GX Securities may suspend or restrict access to the Platform if:

Required to comply with Swiss, EU, or other applicable regulations, including MiFID II, FINMA directives and anti-money laundering (AML) obligations. There is a reasonable suspicion of illegal, fraudulent, or unauthorized activity on the Platform. The User violates these Terms or engages in non-compliant activity related to digital securities. During a suspension, the User remains responsible for any obligations incurred prior to the suspension period. GX Securities is not liable for any direct or indirect losses resulting from such actions.

3.3 Amendments to Terms
GX Securities reserves the right to amend these Terms at its sole discretion. Material changes will be communicated to Users through electronic notification where possible. Users are responsible for reviewing the Terms periodically and continued use of the Platform constitutes acceptance of any modifications.
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3.4 Service Modifications & Termination
As part of ongoing regulatory compliance and technological development, GX Securities may:

Modify or discontinue certain services, temporarily or permanently, at its sole discretion. Implement changes required by regulatory updates, including EU MiFID II amendments, Swiss DLT Trading Facility regulations and evolving compliance frameworks. Inform directly affected Users of any material changes significantly impacting service scope or availability.

GX Securities is not responsible for any loss, damages, or claims arising from modifications, suspensions, or terminations of services, provided that such actions comply with applicable regulatory obligations.

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‍4. Rights & Obligations of the User
4.1 Compliance with Laws & Regulations
The User agrees to use the Platform in full compliance with these Terms, all applicable laws and ethical standards of their jurisdiction. This includes adherence to: Swiss financial regulations (FINMA) for digital securities, EU MiFID II requirements where applicable and all relevant KYC/AML laws, ensuring legal participation in private placements.

Users must not engage in any actions that would cause GX Securities to violate applicable regulatory obligations.

4.2 User’s Duty to Report Issues & Security Concerns
Users must immediately notify GX Securities if they become aware of:

Any unauthorized use, misuse, or suspected breach of the Platform.
Any security vulnerabilities or threats affecting the Platform’s integrity.
Any circumstances within their control that could impact compliance with these Terms.
Failure to report such issues may result in suspension or termination of access.

4.3 Prohibited Activities
Users are strictly prohibited from: Circumventing or attempting to bypass any security protections within the Platform. Using the Platform for unlawful, fraudulent, or unauthorized purposes, including attempting to use it in violation of financial regulations. Accessing the Platform via automated systems or actions that impose an unreasonable load on GX Securities’ infrastructure and/ or
bypassing or tampering with security measures designed to protect access and data integrity.

4.4 Restrictions on Platform Use & Intellectual Property
Unless expressly authorized in writing by GX Securities, the User must not:

Decompile, reverse engineer, or derive the source code of the Platform. Copy, modify, distribute, or reproduce any information obtained from the Platform. Create derivative works based on any content, software, or proprietary data provided by GX Securities.
Sell, sublicense, or allow unauthorized third-party access to the Platform. Use the Platform for data mining, automated scraping, or similar activities that could compromise the integrity of its services.

4.5 Consequences of Violations
GX Securities reserves the right to restrict, suspend, or terminate User access if any of the above prohibitions are violated. Additionally, GX Securities may take legal action if such violations cause harm to its compliance obligations, reputation, or platform security.

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5. Intellectual Property
Each party retains full ownership of its respective intellectual property rights, including copyrights, trademarks, patents, designs, trade secrets, domain names, know-how and data. All intellectual property associated with the GX Securities Platform, its software, infrastructure and content remains the exclusive property of GX Securities. GX Securities grants Users a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Platform strictly in accordance with these Terms. This right does not grant ownership or any commercial rights over the Platform or its technology. The Platform may incorporate open-source components, which are subject to their respective licenses. Additionally, some data displayed on the Platform may be sourced from public registries or external databases, for which GX Securities makes no warranties regarding accuracy or completeness.

‍6. Privacy & Data Protection
GX Securities collects and processes personal data in compliance with its Privacy Policy, adhering to applicable Swiss and EU data protection regulations. All data is secured through appropriate technical and organizational safeguards to prevent unauthorized access or misuse. By using the Platform, Users authorize GX Securities to collect, process and store relevant personal data as necessary for compliance, security and operational purposes. GX Securities may also use anonymized data for service improvements and analytics while ensuring that no personally identifiable information is shared or disclosed without legal justification.

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7. Liability & Indemnity
GX Securities is only liable for damages resulting from gross negligence or willful misconduct. To the maximum extent permitted by law, all other liability is expressly excluded and GX Securities assumes no responsibility for indirect, incidental, or consequential damages related to Platform use. GX Securities makes no guarantees regarding the accuracy, completeness, or suitability of the Platform for any specific investment or compliance objective. It is not liable for user errors, loss of access due to private key mismanagement, incorrect wallet transactions, or loss of market value of tokenized securities. Users acknowledge that all blockchain transactions are final and irreversible. Neither party may seek compensation for loss of profit, data, goodwill, or any consequential, incidental, punitive, or special damages arising from the use of the Platform, whether or not such risks were foreseeable.

Neither party shall be held liable for failure to perform obligations under this Agreement due to force majeure events, including but not limited to regulatory changes, cybersecurity incidents, blockchain network failures, or external disruptions beyond reasonable control.

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8. Warranties & Representations
The User acknowledges that the GX Securities Platform is provided "as is" and "as available", without any express or implied warranties regarding its accuracy, reliability, or suitability for a particular purpose. GX Securities does not provide any guarantees regarding uninterrupted service, error-free functionality, or continuous availability. GX Securities employs reasonable care and skill in maintaining and operating the Platform but does not warrant that it will always be free from defects, vulnerabilities, or service disruptions. The Company may, at its discretion, perform maintenance, upgrades, or modifications to the Platform, which may result in temporary downtime or restricted access. Where feasible, GX Securities will notify Users in advance of any significant disruptions.

To the fullest extent permitted by law, all warranties, whether express, implied, or statutory are excluded. Users assume full responsibility for the use of the Platform and should ensure independent verification of any data or information obtained through the Platform.

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‍9. Miscellaneous
9.1 Entire Agreement
These Terms constitute the entire agreement between the User and GX Securities regarding the use of the Platform. Any modifications or deviations from these Terms require an explicit reference to the altered clause and must be agreed upon in writing. The general terms and conditions of the User are expressly excluded unless explicitly accepted by GX Securities.

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9.2 Changes to Terms
GX Securities may update or modify these Terms at its sole discretion. Users will be notified at least 14 days in advance of any material changes that may affect their rights or obligations. Continued use of the Platform after the changes take effect constitutes acceptance of the revised Terms.

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9.3 No Assignment
The User may not assign, transfer, or delegate any rights, obligations, or claims under these Terms without prior written consent from GX Securities. Any unauthorized assignment shall be deemed null and void.

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9.4 Severability
If any provision of these Terms is found to be illegal, invalid, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a legally permissible provision that best reflects the intended purpose.

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9.5 Governing Law & Jurisdiction
These Terms and any disputes or claims arising from or relating to them, shall be governed by the substantive laws of Switzerland, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The ordinary courts at the registered seat of GX Securities shall have exclusive jurisdiction over any legal disputes arising from or related to these Terms.

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9.6 Third-Party Content & Links
The Platform may contain third-party content, external links, or references to third-party websites. GX Securities assumes no responsibility for and makes no warranties or representations regarding the accuracy, quality, timeliness, or subject matter of such third-party content or external services. Users access third-party materials at their own risk.

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