TERMS AND CONDITIONS OF USE ("Terms")

Welcome to CIRETA LIMITED's Platform. These Terms and Conditions of Use (the "Terms") form a legally binding agreement between CIRETA LIMITED, a company incorporated in the British Virgin Islands (BVI Company No. 2186774) (referred to as "Cireta," the "Company," "we," "us," or "our") and you, the user accessing or using our Platform ("you" or the "User"). By creating an account, clicking "Accept," or using the Platform available via cireta.com or our affiliated launchpad (collectively, the "Platform"), you acknowledge that you have read, understood, and agree to be bound by these Terms and all policies incorporated by reference. If you do not agree to any of these Terms, you must not access or use the Platform or Services.

Important Notice: Please read these Terms carefully. They contain important information regarding your legal rights, limitations of liability, indemnities, and waivers of class-action rights. By accepting these Terms or using our Services, you agree to arbitrate disputes (on an individual basis) and to all other provisions herein. If you violate these Terms or applicable laws, your access may be suspended or terminated immediately.

By using the Platform, you acknowledge that you have read and understood Cireta's risk disclosure document titled "Risk Disclosure" (the "Risk Disclosure"), which is incorporated by reference and may be updated from time to time.

These Terms remain in effect until superseded by an updated version. Be sure to check back periodically for updates.

1. Overview of Services and Platform Role

1.1 Platform Services

Cireta operates a blockchain-based Platform that facilitates access to investment opportunities in tokenized real-world assets. The Platform enables third-party projects and special purpose vehicles ("Projects" or "Issuers") to offer digital tokens issued by a relevant Issuer representing assets or interests in underlying real-world projects ("Tokens"). Cireta is a technology platform provider – we provide the online infrastructure (a "launchpad") where Users can discover and engage with these token offerings. Cireta does not act as a broker, financial institution, exchange, or custodian for digital assets. We do not provide digital wallet services, exchange services, brokerage, investment advice, or any banking/credit services. The Platform operates in a decentralized manner where Users interact directly with the Projects and smart contracts to purchase or transfer Tokens.

1.2 No Issuer or Advisor Role

Cireta is not the issuer of Tokens and is not a shareholder, owner, or operator of the underlying asset projects. Each token offering on the Platform is conducted by an independent third-party Issuer (such as a project-specific special purpose vehicle, SPV) that owns or is entitled to the underlying real-world asset for that offering. Cireta's role is limited to connecting Users with these Issuers; Cireta is not a party to any agreement between you and an Issuer, and we do not oversee, manage, or assume responsibility for the operations of the SPVs or the performance of the underlying assets. All information about a particular project or Token (e.g. details of a mine, commodity, real estate, or other asset) is provided in that project's offering documentation (such as a whitepaper or offering memorandum), which governs the terms of the Token. Cireta does not guarantee or make any representations regarding the accuracy or completeness of any Project's disclosures, and we do not endorse or vet the quality, legitimacy, or viability of any Project or Token beyond basic Platform eligibility checks. It is your responsibility to review each offering's whitepaper or terms and make your own judgment before participating.

1.3 Non-Custodial Platform

Cireta never takes custody or control of your funds or Tokens. When you decide to invest in a Token through our Platform, you will use your own compatible blockchain wallet (e.g., MetaMask or another third-party wallet) to send funds directly to a smart contract designated for that offering. The smart contract is programmed so that the contributed funds are delivered to the Issuer/Project, and in return, the Tokens are delivered to your wallet. At no point does Cireta receive, hold, or control your money or Tokens in these transactions. You understand that any required blockchain transaction fees (gas) or third-party wallet fees are your responsibility. Cireta assumes no liability for any issues arising from third-party wallet services you use (such as outages, security breaches, or transaction errors), and any use of third-party wallets is at your own risk. For the avoidance of doubt, Cireta is not a trustee, fiduciary, escrow agent, or bailee in respect of any funds, Tokens, or underlying assets, and no custodial or trust relationship arises from your use of the Platform.

1.4 No Warranty of Outcomes

Cireta does not guarantee that any Project will achieve its fundraising target, asset production/delivery, or any particular outcome. The Platform is a venue to facilitate introductions and transactions; the success and performance of any Token or underlying asset project are solely the responsibility of the Issuer and other parties to that project, not Cireta. We do not assure that Tokens will hold value, generate returns, or be tradeable on any secondary market. All Tokens are offered on an "as-is" and "as-available" basis, without any warranty of any kind from Cireta regarding their ultimate value or the Issuer's performance.

1.5 Platform Floor & Escrow

For certain projects only, where the applicable offering materials and/or the dedicated offering page on the Platform expressly state so, Cireta may provide a Platform-facilitated resale module that enforces a minimum resale price (floor) per Token within that module. Contributions to such offerings are held in escrow until the fundraising is completed, as described in the applicable offering documents. This mechanism (i) applies solely to that specific offering; (ii) is a Platform/contract control and not a guarantee of Token value, liquidity, execution of any order, or market demand; (iii) may be modified, time-limited, capacity-limited, or withdrawn at our discretion; (iv) does not constitute operation of a secondary market or exchange; and (v) applies only within the module.

2. Eligibility and Jurisdictional Restrictions

2.1 Eligible Users

By using the Platform, you represent that you are at least 18 years old (or the age of legal majority in your jurisdiction) and that you have the legal capacity and authority to agree to these Terms. You may only use the Platform if doing so is lawful in your jurisdiction. If any aspect of your use of the Platform would violate applicable laws or regulations to which you are subject, you must not use the Platform or must cease use immediately. You are solely responsible for ensuring that your use of the Services complies with all laws, regulations, and restrictions applicable to you.

2.2 Restricted Jurisdictions

Access to our Platform and participation in any Token offering is strictly prohibited for any person located in or a resident/citizen of a Restricted Jurisdiction. "Restricted Jurisdictions" means:

If you are accessing the Platform from one of these locations (or are using VPN/proxy or other technical means to mask your location in order to appear not to be in a Restricted Jurisdiction), you are in breach of these Terms. Any attempt to circumvent our geo-blocking or eligibility controls (for example, by providing false information about your residency or citizenship) is a serious violation and may result in termination of your account and other remedial actions.

Notwithstanding the foregoing, Cireta may, in limited cases and only where expressly stated in the applicable offering documents, permit participation from a Restricted Jurisdiction solely under a valid exemption (e.g., U.S. Reg D to 'accredited investors') subject to enhanced KYC/AML, investor categorization, transfer restrictions/legends, and any financial-promotion approval required in the jurisdiction (e.g., by an FCA-authorized firm in the United Kingdom). Absent such express written notice, participation remains prohibited.

2.3 No Public Offering or Unlawful Solicitation

All content and information provided on the Platform are for informational purposes only. Nothing on the Platform constitutes or should be construed as an offer to the public, an invitation to subscribe, or a solicitation to buy securities or Tokens to any person in any jurisdiction. In particular, the Platform is not directed at or intended for retail investors in jurisdictions that classify the Tokens as securities requiring registration or a prospectus, and no Tokens will be offered or sold to any person where such offer or sale would be unlawful. Where any regulatory approval, registration, license, or prospectus would be required for a Token sale in a given jurisdiction, no transaction will be accepted from that jurisdiction. Cireta does not rely on "reverse solicitation" or inbound interest as a way to sell into jurisdictions where we cannot actively market; any unsolicited requests from restricted regions will be treated as isolated and will not override our no-marketing policy in those regions.

3. Compliance Controls and KYC/AML

3.1 User Verification

We are committed to complying with applicable anti-money laundering ("AML"), countering the financing of terrorism ("CFT"), sanctions, and know-your-customer ("KYC") requirements. As a condition to using certain Services (including investing in Tokens), you agree to provide all information and documentation we may request to verify your identity, source of funds, and eligibility under our compliance policies. All Users are subject to our customer due diligence at our discretion and pursuant to our internal compliance policies, which may require you to provide personal identification documents, proof of address, information on your investor status, and other KYC information. We may, at any time, refuse or restrict your access to the Platform or any Token offering until you have completed the required checks to our satisfaction (or if you fail to do so).

3.2 Monitoring and Enforcement

Cireta may employ various measures to monitor Platform activity and enforce these Terms, including (but not limited to) IP address blocking, geo-location checks, VPN detection, device fingerprinting, sanctions list screening, transaction monitoring, and ongoing KYC reviews. We reserve the right, at our sole discretion, to suspend or cancel any account registration or Token purchase and, to the extent legally and technically feasible, take remedial actions (including preventing settlement or using whitelist/blacklist, pause, lock/vest, revoke/burn, replace, or transfer-restriction functions ("Smart-Contract Controls") or off-chain steps with the Issuer, that appears to breach any law or these Terms (for example, if we suspect a User is based in a Restricted Jurisdiction or is engaging in prohibited behaviour). If we have reason to believe that your use of the Platform violates any applicable law or our compliance policies, we may freeze your account (preventing any further activity) and/or report the matter to relevant authorities, as appropriate.

3.3 Ongoing Obligations

Even after you have passed initial KYC, we may require additional information or verification from you from time to time (for example, if your transaction volume increases, if your profile information changes, or if required by law or changes in your risk profile). You agree to promptly comply with any such requests for further action or information. Failure to provide timely and accurate information in response to our compliance requests may result in suspension of your account. All KYC/AML measures are applied pursuant to our internal risk assessment and compliance procedures, which we may update without prior notice to reflect evolving legal requirements and risk factors.

3.4 Sanctions and Export Controls

You represent and warrant that you are not (and are not owned or controlled ≥50% by) a person listed on, or otherwise the subject of, sanctions administered by U.S. OFAC, the EU, or the UK (OFSI), and you will not use the Services to evade or violate any applicable sanctions or export-control laws. We may deny, suspend, or terminate access where required to comply with such laws.

4. Marketing and Communications

4.1 No Unauthorized Marketing

Cireta will not conduct any advertising, marketing, or promotional outreach for Token offerings in or directed to any jurisdiction where doing so would require registration, licensing, or regulatory approval that Cireta or the Issuer does not have. This includes all of the Restricted Jurisdictions defined above, among others. Any marketing campaigns we undertake will be targeted only to permitted jurisdictions and audiences in compliance with applicable laws. We will not use indirect means to evade these restrictions; for example, we will not employ influencers, affiliates, referral programs, or other third parties to target investors in prohibited regions. Paid advertisements, if any, will only be placed where the advertising platform and the target jurisdiction allow such promotion of tokenized assets.

4.2 No Improper Solicitation

Users agree not to redistribute, forward, or share any offering materials or communications from the Platform to any person or jurisdiction where such offer would be unlawful. If you receive information about a Token sale, you must consider your own jurisdiction's rules before treating it as an offer. Any active marketing or promotional communication in a prohibited jurisdiction is a breach of these Terms, whether done by Cireta or by a User. We reserve the right to refuse or cancel any transaction and, to the extent legally and technically feasible, attempt remedial actions (e.g., Smart-Contract Controls or Issuer processes) that we suspect resulted from improper or unauthorized solicitation or marketing.

4.3 No Endorsement of Communication Channels

Cireta may operate official channels on social media or messaging platforms (e.g., Twitter, Telegram, etc.) to share updates. However, we will not use any such channels to offer Tokens to restricted audiences, and any information posted is for general awareness only. Users should be cautious of phishing or scam communications impersonating Cireta or our Projects. Official communications will be via our website or official email domain. We are not liable for any loss arising from reliance on communications or advertisements about Cireta or any Token offering that did not originate from us.

5. No Offer, Investment Advice, or Fiduciary Relationship

5.1 Informational Content Only

All content, materials, and information available on the Platform (including project descriptions, whitepapers, articles, FAQs, and any other materials) are provided for general informational purposes only. Nothing on the Platform is intended to constitute (or should be construed as) an offer to sell, or the solicitation of an offer to buy, any securities, financial instruments, or Tokens, nor any investment recommendation or advice. The Platform serves as a venue for Issuers to present their projects to potential participants; it is not a stock exchange or crowdfunding portal, and the availability of information about a Project does not mean it is available to all users or permitted in your jurisdiction. Participation in any Token offering is subject to the Risk Disclosure, which forms part of these Terms.

5.2 No Financial or Professional Advice

Cireta is not a financial advisor, investment advisor, tax consultant, or legal advisor. We do not provide any investment advice, tax advice, legal advice, or other professional advice to users of the Platform. Nothing on our Platform (including any statements by Cireta or its representatives) should be considered a recommendation or endorsement of any Project, Token, or investment strategy. You are solely responsible for evaluating the merits and risks of any investment you undertake. If you are in doubt about the action you should take, you should consult with qualified professional advisors (such as financial planners, tax attorneys, or accountants) before making any investment or other major financial decision. Your decision to invest in any Token is made at your own risk, and you acknowledge that Cireta has not advised you regarding the suitability or advisability of any investment.

5.3 No Fiduciary or Agency Relationship

Your use of the Platform and Services is on a purely arms-length, commercial basis. These Terms and your use of the Platform do not create any fiduciary relationship between you and Cireta. Cireta is not your agent, and no agency, partnership, joint venture, or any other relationship other than that of independent contracting parties is established. Cireta owes you no fiduciary duties; any duties (if any) that might exist in connection with a specific offering will be defined in the agreement between you and the relevant Issuer. Cireta's responsibilities are limited to those expressly set forth in these Terms. You are solely responsible for your own decisions and actions on the Platform.

6. Platform Use and Transactions

6.1 Decentralized Transactions

When you participate in a Token sale or other transaction through our Platform, you acknowledge that Cireta's Platform is a facilitator and interface, but Cireta is not executing or broker-dealing the transaction on your behalf. Transactions (such as the purchase of Tokens) are executed by smart contracts on the applicable blockchain network and involve the direct transfer of digital assets between you and the Project's designated addresses. We do not have the ability to reverse, cancel, or modify a blockchain transaction once initiated. You understand that blockchain transactions may be irreversible, and any mistakes (e.g., sending funds to a wrong address that is not part of the smart contract) could result in loss of funds with no recourse. Cireta will not be liable for any such user errors or technical failures outside our control.

6.2 Finality

Once a transaction is confirmed on the applicable blockchain, Cireta cannot reverse, cancel, or modify it. Any subsequent remedy is limited to Smart-Contract Controls (if available) or off-chain processes with the Issuer; gas/fees are non-refundable.

6.3 Wallet Requirements

To use the Platform's investment features, you must connect a compatible digital wallet (e.g., a self-custody Web3 wallet) to the Platform. This wallet will be used to receive Tokens and to send any payment for Tokens. You are solely responsible for maintaining the security of your wallet, your private keys, seed phrases, and any credentials associated with it. All transactions authorized with your wallet's credentials will be deemed to be made by you, so you must ensure no unauthorized person has access. Cireta disclaims any liability for any loss or theft of Tokens or funds due to your failure to secure your wallet or due to malware, phishing, or hacks targeting your devices. It is your responsibility to use up-to-date security measures (such as hardware wallets, strong passwords, 2FA, etc.) and to double-check transaction details (asset, amount, recipient address) before confirming any transaction.

6.4 On-Behalf-of Use

If you use the Platform or Services on behalf of a third party or an entity (for example, as an agent of your employer or as the representative of a trust or company), you represent and warrant that you have all necessary authority to bind that third party or entity to these Terms. In such cases, the term "you" in these Terms also refers to that third party or entity. You agree that if that third party or entity you represent violates these Terms, you will be responsible for such violation and liable to Cireta to the extent provided by these Terms.

6.5 Updates and Functional Changes

Cireta is continually evolving the Platform. We may from time to time implement upgrades, modifications, or changes to the user interface, workflows, supported blockchains or wallets, and other features. Such changes may affect how you interact with the Platform (and might require you to update your software or take other actions). We will endeavor to provide reasonable notice of major changes, but technical improvements and fixes may occur automatically. We do not guarantee the Platform will function without disruption or error, and downtime or maintenance may occur (see Section 10.3 on Platform availability). You agree that Cireta is not liable for any loss of opportunity or other damages that result from Platform downtime, software bugs, or changes to features.

7. User Account Registration and Security

7.1 Account Registration

Certain features of the Platform (such as browsing public content) may be accessible without registering an account. However, to participate in Token sales or access certain Services, you will need to register for an account on the Platform. When registering, you must provide truthful, accurate, current, and complete information about yourself, as prompted by the registration form. You agree to keep your account information up-to-date and promptly update any changes (e.g. change of address, email, residency status, etc.). You may not create multiple accounts for yourself or create an account for anyone other than yourself without proper authority. We reserve the right to decline any registration or to cancel an account in our discretion if we suspect information provided is false, incomplete, or fraudulent.

7.2 Account Credentials

At the time of registration, you will set up login credentials (such as a username and password). You are solely responsible for maintaining the confidentiality of your password and for all activities that occur under your account. You should not share your password with anyone or allow any other person to access the Platform using your credentials. If you believe your account has been compromised or accessed without authorization, you must notify Cireta immediately (at the contact information provided in these Terms). Cireta may suspend or disable account access to prevent unauthorized activity if we suspect your account security has been breached. You agree to cooperate with any investigation and to promptly reset your password or take other actions as reasonably required by us in such event.

7.3 Payment Methods

When making an investment commitment on the Platform, you may be required to select a payment method (for example, specify the cryptocurrency or fiat payment channel you will use). Cireta does not receive, hold, or transmit fiat; any fiat rails are provided by independent payment service providers under their terms, and your relationship is with the PSPs, not Cireta. You are responsible for any fees or charges associated with your chosen payment method (such as blockchain transaction fees, wire fees, or exchange fees). If you change or revoke your payment after committing to a purchase, you remain responsible for any consequences (such as overdraft fees or failure to deliver payment). Cireta is not responsible for resolving issues between you and your payment provider. Failure to pay for a committed purchase may result in loss of allocation or other penalties as described in the offering terms.

8. User Representations, Warranties, and Covenants

8.1 User Representations and Warranties

By accessing or using the Platform and Services, you represent, warrant, and agree to the following:

8.2 Breach Consequences

Breach of any of the above representations or obligations is grounds for immediate suspension or termination of your account and/or cancellation of any pending transactions, at our discretion, in addition to any legal remedies available to us.

9. Participation in Tokenized Asset Projects

9.1 Tokenization Projects and Risk Acknowledgment

The Platform provides you with opportunities to participate in various tokenization projects ("Projects"), which may include purchasing tokens that represent interests in real-world assets or ventures. By participating in any Project (e.g., committing funds to purchase Tokens), you acknowledge and accept that such participation entails inherent risks. These risks include, without limitation: the potential loss of your invested funds or Tokens; the illiquidity of Tokens (you may not be able to sell or transfer them easily); the risk that the underlying asset does not perform as expected or suffers loss/damage; the risk of project failure or bankruptcy; technological risks with smart contracts or blockchain networks; regulatory risks (such as Tokens being deemed to violate laws in certain jurisdictions); and other financial or operational risks. There is no guarantee that you will receive any return on investment or even recover your initial investment. You assume all responsibility for evaluating and accepting these risks before participating, and you agree that Cireta shall not be liable for any losses, damages, or negative outcomes arising from your participation in any Project. The Projects listed are typically early-stage or alternative investments and are not insured or guaranteed by Cireta or any government agency.

9.2 No Control Over Projects

Once a Project's token sale is completed, the use of funds and execution of the project is entirely controlled by the Issuer or project team, not by Cireta. Cireta does not manage the operations of the mines, commodities, real estate developments, or any other assets underlying the Tokens. We do not have the ability to ensure that a Project team uses the funds as promised or that the project stays on track. Our role is limited to initial due diligence for Platform listing and technical facilitation. All contractual agreements and rights related to a Token (such as profit share, dividends, interest, or asset ownership) are between you and the Issuer as defined in the offering documents. If a Project fails to deliver on its promises or if any dispute arises between you and an Issuer, that is a matter to be resolved between those parties. Cireta is not a party to the token purchase agreement (unless explicitly stated otherwise for a particular offering) and disclaims any liability for a Project's failure to meet expectations.

9.3 Blockchain Transactions

All Token purchase transactions are executed by smart contracts on a blockchain network (e.g., Ethereum or another chain specified by the Project). You acknowledge that once you trigger a transaction (such as sending cryptocurrency to the Project's smart contract), Cireta does not and cannot control the outcome. The smart contract will proceed to deliver Tokens (if conditions are met) or otherwise handle the funds according to its code. Cireta relinquishes any control over such smart contract transactions upon execution. We make no warranties or representations about the functionality, security, or reliability of any smart contract developed by third parties (such as the Issuers). While we may assist Issuers in deploying or auditing smart contracts, we do not guarantee they are error-free or secure. By engaging in a blockchain transaction, you accept the risk that the smart contract or network may malfunction, be hacked, or operate differently than expected, potentially causing loss of funds or Tokens. Cireta is not responsible for any losses due to smart contract vulnerabilities or blockchain network issues, such as forks, downtime, or 51% attacks.

9.4 Token Holder Rights and Redemption

Each Token is intended to represent certain rights or interests in an underlying asset or SPV. Any rights associated with Tokens – such as rights to profits, dividends, yields, governance, redemption, or physical delivery of an underlying asset – are determined solely by the Issuer and described in the Token's offering materials (e.g., the Whitepaper or Token Terms). Cireta does not set or control these Token holder rights, and we do not possess or deliver any underlying assets ourselves. For example, some Token offerings might grant holders the option to redeem Tokens for a physical commodity (like gold or copper) or for a share of project revenues, or to request delivery of a commodity after a lock-up period. Any such redemption or delivery process is facilitated and fulfilled by the Issuer (or its designated logistics/providers), not by Cireta. If you choose to exercise a redemption or delivery right, you must follow the procedures and meet the conditions set out in the Issuer's terms (which may include identity re-verification, minimum notice periods, handling fees, storage or delivery charges, etc.). Cireta does not guarantee or assume responsibility for the Issuer's fulfillment of redemption or delivery obligations. We are not liable if, for instance, an Issuer is unable to deliver the physical asset due to events outside our control (such as regulatory restrictions, force majeure, or the Issuer's insolvency). Additionally, certain Token rights may only be exercisable by specific categories of holders (for example, some rights might be available only to verified accredited investors, or only after a certain date). It is your responsibility to understand the specific rights and limitations of the Tokens you hold, as provided in the Project's offering documentation. Cireta will not mediate disputes between Token holders and Issuers except to the limited extent (if any) required by law or expressly provided in a particular offering.

9.5 Secondary Trading and Liquidity

Tokens purchased on the Platform may or may not be transferable to others. Cireta does not operate a secondary market or exchange for Tokens. If secondary trading is allowed and you later transfer or sell Tokens outside the Platform (for example, peer-to-peer or on a third-party exchange, if permitted), such transactions are outside the scope of these Terms. Cireta does not facilitate, broker, or guarantee any secondary sales. You must ensure that any resale of Tokens complies with the relevant offering restrictions (for instance, some Tokens may not be sold to persons in certain jurisdictions or may have a lock-up period). We are not responsible for and do not provide support for Token transfers that occur off our Platform. Transfers may be subject to whitelisting, lock-ups, legends, and other transfer restrictions specified in the offering materials; off-Platform resales that breach such restrictions are prohibited. You are responsible for ensuring any transfer remains whitelisted and legend-compliant where applicable; we may decline to assist with or recognise transfers made in breach of offering restrictions.

10. Disclaimers and Limitation of Liability

10.1 No Warranty on Projects

Cireta explicitly disclaims all representations and warranties, express or implied, regarding the Projects and Tokens listed on the Platform. All information about Projects is provided by the Issuers or other third parties. The Platform, and each Project's offering, is provided on an "as-is" and "as-available" basis. Cireta makes no guarantee that any content is accurate, complete, or up-to-date. We do not warrant that any Project will achieve its objectives or that Tokens will have any particular value. To the maximum extent permitted by law, we disclaim any and all warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or that the Platform or content is free from errors or viruses. You bear all risks arising from any use of or reliance on the information presented on the Platform or any Project content.

10.2 No Guarantee of Compliance or Suitability

Cireta does not warrant or represent that any Project or Token is legally compliant or suitable for investment in any particular jurisdiction. While we may perform initial vetting, regulatory regimes differ, and we cannot confirm that a Token's structure meets the legal requirements outside of our own operating purview. Users should ensure that holding or trading a Token is legal in their jurisdiction. Cireta is not responsible if a Token is later determined by a regulatory authority to be a security or otherwise subject to legal restrictions that were not initially contemplated. Furthermore, Cireta does not ensure that the tax treatment of Tokens is clear or favourable; investors must consult their own advisors on such matters.

10.3 Platform Availability

While we strive to maintain a reliable service, Cireta does not guarantee uninterrupted or error-free access to the Platform at all times. Downtime, maintenance, or technical outages may occur. You acknowledge that the Platform may be occasionally unavailable or slow, and we will not be liable for any consequences of Platform downtime or failures, such as missed opportunities or losses resulting from inability to execute transactions at a certain time. We will attempt to provide updates and restore service as soon as practicable in the event of outages. However, no uptime guarantee is given. You should keep alternative means to monitor your investments (e.g., checking the relevant blockchain directly) in case the Platform is unavailable.

10.4 Third-Party Content and Links

Third-party content may appear on the Platform (for example, comments, blogs, or information provided by Issuers or other users), or the Platform may provide links to external websites or resources. Such third-party content and links are provided for convenience only. Cireta does not endorse, verify, or take responsibility for any Third-Party Content or External Websites. If you access third-party websites or rely on third-party content, you do so at your own risk. Different terms and privacy policies may apply to third-party sites or content – your use of those is governed by the third party's terms, not by Cireta's Terms. Cireta will not be liable for any loss or damage arising from your reliance on or interactions with any content not produced by Cireta.

10.5 No Consequential Damages

Under no circumstances will Cireta or its affiliates, directors, officers, employees, or agents be liable to you for any indirect, incidental, special, consequential, or punitive damages arising out of or related to the Platform, any Services, or any Token sale. This includes, without limitation, damages for lost profits, lost data, lost opportunities, business interruption, or goodwill, even if we have been advised of or could have foreseen such damages. The exclusion of such damages applies to any claim, whether based in contract, tort, negligence, strict liability, or any other legal theory.

10.6 Liability Cap

Cireta's total cumulative liability to you for all claims arising from or related to the Platform or these Terms will not exceed the greater of: (a) the total fees (if any) actually paid by you to Cireta for use of the Services in the 12 months preceding the claim, or (b) USD $1,000.00 (or equivalent). In many cases, Users do not pay fees to Cireta (as Projects may pay fees), in which case the liability would be $0. To the extent that applicable law does not allow the exclusion or limitation of certain damages, some of the above exclusions or limitations may not apply to you, but in such cases, our liability will be limited to the maximum extent permitted by applicable law.

10.7 Specific Disclaimers

You acknowledge and agree to the following additional disclaimers:

10.8 Indemnification

You agree to defend, indemnify, and hold harmless Cireta and its affiliates, and each of their respective officers, directors, employees, agents, and representatives (collectively, "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the Platform or Services, (b) your violation of these Terms, or (c) your violation of any applicable law or regulation. This includes, without limitation, any claim by a third party that content you submitted infringes their rights, or any regulatory enforcement or penalty imposed due to your actions. Cireta reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (in which case you agree to cooperate with Cireta in defending such claim). You agree not to settle any such matter without the prior written consent of Cireta. We will use reasonable efforts to notify you of any claim subject to this indemnification upon becoming aware of it.

10.9 No Warranty on Platform and Content

Cireta makes no warranty or representation that the Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranties or representations regarding the accuracy or completeness of the Platform content, or that any defects will be corrected. To the fullest extent permitted by law, Cireta disclaims any and all warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The entire risk arising out of the use of the Platform and Services remains with you.

10.10 No Advice

For avoidance of doubt, nothing in these Terms or on the Platform constitutes legal, financial, tax, or other advice. Cireta is not licensed as an investment advisor or financial planner, and communications from our team should never be interpreted as professional advice. Always consult your own advisors.

11. Termination and Suspension

11.1 Termination by Cireta

We may, in our sole discretion and without liability to you, terminate or suspend your access to all or part of the Platform and Services immediately at any time, with or without notice, for any valid reason, including (without limitation) if:

11.2 In the event of termination or suspension

We may deactivate or delete your account and all related information, and bar your access to the Platform. If your account is terminated, you must cease all use of the Platform and not attempt to create a new account without our permission. Cireta shall have no obligation to maintain any information in your account after termination, or to forward any unread or unsent messages to you or any third party. However, certain provisions of these Terms will survive termination, as described below.

11.3 Termination by You

You may terminate this Agreement at any time by closing your account through the account settings (or by contacting us, if such automated closure is not available). Upon termination, you must discontinue any further use of the Platform. However, termination of your account will not affect any of your pending obligations. For example, if you have entered into a purchase commitment for Tokens or owe any fees, termination does not excuse you from fulfilling those commitments or paying those amounts. Additionally, termination of your account will not automatically trigger any refund of contributions you made or withdrawal of Tokens you hold; those will depend on the terms of each Project (you may need to separately handle your assets, such as withdrawing Tokens to your wallet or contacting Issuers for any post-termination matters).

11.4 Effect of Termination; Survival

On any termination of this Agreement, the rights granted to you will cease immediately. However, any provisions of these Terms which by their nature should survive termination shall survive, including but not limited to: User Representations and Warranties (Section 8), Disclaimers and Limitation of Liability (Section 10), Indemnification (Section 10.8), Governing Law (Section 14.2), Dispute Resolution (Section 14.3), Class Action Waiver (Section 14.4) and any other clause that is necessary to give effect to the intent of the Terms. Termination does not relieve you of any liability or obligation which arose prior to termination, including any indemnification obligations or any liability for unpaid fees (if applicable) or damages arising out of any breach.

11.5 Effects of Enforcement and Termination

Upon enforcement action or termination, we may disable account access, block future allocations, and, to the extent legally and technically feasible, apply Smart-Contract Controls to affected Tokens. Any refunds (if any) are handled by the relevant Issuer under the applicable offering terms and law.

12. Intellectual Property Rights

12.1 Ownership of Platform

The Platform (including all software, code, databases, visual interfaces, text, graphics, logos, and compilation of content), and all intellectual property rights therein, are the exclusive property of Cireta or its licensors. By using the Platform in compliance with these Terms, you are granted a limited, revocable, non-exclusive, non-transferable license to access and use the Platform for your personal or internal business use only. You acknowledge that no ownership rights in the Platform are transferred to you. All rights not expressly granted to you are reserved by Cireta. You will not remove or alter any copyright, trademark, or other proprietary notices on the Platform or contained in any content.

12.2 Trademarks

"Cireta," our logo, and any other Cireta product or service names or slogans that may appear on the Platform are trademarks or service marks of Cireta (the "Marks"). You are not permitted to use any of these Marks without our prior written consent. All third-party trademarks (including names of Projects) are the property of their respective owners and are used on the Platform for identification purposes only; use on the Platform does not imply endorsement or affiliation.

12.3 Prohibited IP Uses

You agree not to, and not to allow any other person to, copy, modify, create derivative works of, reverse engineer, decompile, or disassemble any part of the Platform or its underlying software. You will not distribute, sell, lease, or sublicense any part of the Platform or access to it, except as expressly permitted in writing by Cireta. Scraping or data extraction from the Platform without our permission is prohibited (except for standard search engine crawling for indexing purposes). If you provide any feedback or suggestions about the Platform to Cireta, we may use and implement them without any obligation to you.

12.4 Content License from Users

If you upload or post any content on the Platform (such as comments, project info if you are an Issuer, or other materials), you grant Cireta a worldwide, royalty-free, sublicensable license to use, display, reproduce, and distribute that content for the purpose of operating and promoting the Platform. You represent that you have all necessary rights to grant this license and that your content does not infringe any third-party rights.

12.5 Notice of Infringement

We respect the intellectual property rights of others. If you believe any content on our Platform infringes your copyright or other IP rights, please notify us with detailed information so we can investigate and address the issue, in accordance with applicable law (e.g., the Digital Millennium Copyright Act in the US, if applicable, or similar laws). We may remove or disable content alleged to be infringing and terminate accounts of repeat infringers.

13. Privacy and Data Protection

13.1 Privacy Policy

Your use of the Platform is also governed by our Privacy Policy, which is available on our website (please refer to the Privacy Policy). The Privacy Policy explains how we collect, use, store, and protect your personal data. By using the Platform, you acknowledge that you have read and understood the Privacy Policy. If you do not agree with our data practices, you must not use the Platform.

13.2 Communications

We may send you communications (emails, SMS, or platform notifications) regarding your account, transactions, or updates about our Services. You consent to receive such communications. For marketing communications, you will have the opportunity to opt out. However, certain transactional or legal communications may be necessary, and you may not be able to opt out of those (e.g., notices of changes to Terms or Privacy Policy, security alerts, etc.).

13.3 Data Security

We implement technical and organizational measures intended to secure your personal data and account. However, no system is 100% secure and we cannot guarantee absolute security. You are responsible for maintaining the confidentiality of your account credentials and for any activities that occur under your account due to your negligence in protecting those credentials.

13.4 Data Transfers

Given that Cireta is a BVI company and operates internationally, your data may be transferred to and processed on servers in various countries. By using the Platform, you consent to the transfer of your data to such jurisdictions, which may have different data protection laws than your home country.

14. Miscellaneous Provisions

14.1 Amendments to Terms

Cireta reserves the right to amend or update these Terms at any time in its sole discretion. If we make material changes, we will notify you by email (to the address on your account) or by posting a prominent notice on the Platform. The updated Terms will be effective as of the time of posting or the date specified in the notice. Your continued use of the Platform after any changes to the Terms constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Platform and may terminate your account as described above. You are responsible for reviewing any updated Terms when notified.

14.2 Governing Law

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the British Virgin Islands (BVI), without regard to its conflict of law principles.

14.3 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the BVI IAC Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be Road Town, Tortola, British Virgin Islands. The language to be used in the arbitral proceedings shall be English. By agreeing to arbitration, you and Cireta each waive the right to a trial by jury in any litigation (to the extent such right would otherwise exist). The arbitration, filings, and award are confidential except as required for enforcement or by law.

14.4 Class Action Waiver

You and Cireta agree that any claims shall be brought solely in your or our individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator or court (as applicable) may not consolidate more than one person's claims or preside over any form of a representative or class proceeding. This means you are waiving any right to participate in a class-action lawsuit or class-wide arbitration against Cireta.

14.5 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms will remain in full force and effect. The parties will negotiate in good faith a valid, legal, enforceable substitute provision that most nearly reflects the original intent of the unenforceable provision.

14.6 No Waiver

No failure or delay by Cireta in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy by Cireta preclude any other or further exercise of that or any other right, power, or remedy. A waiver by Cireta of any provision of these Terms or any breach by you will be effective only if in writing and signed by an authorized representative of Cireta, and shall not operate as a waiver of any similar breach in the future.

14.7 No Third-Party Beneficiaries

This agreement is between you and Cireta only. Except as expressly provided herein, no other person or entity shall have any rights to enforce any term of these Terms. For the avoidance of doubt, even if you are using the Platform on behalf of a company or third party, that entity is not considered a separate party for purposes of these Terms unless they separately become a registered User bound by these Terms. (The exception to this is that Issuers may enforce their own intellectual property rights or specific contractual rights related to content they provided, as noted in Section 12 and any Issuer agreements).

14.8 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. Any attempt to assign in violation of this clause is void. Cireta may assign or transfer any or all of its rights under these Terms, in whole or in part, without notice to you or your consent, to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity. These Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

14.9 Interpretation

The words "including" and "include" mean including without limitation. Headings are for convenience only and do not affect interpretation. References to laws include those laws as amended, re-enacted, or replaced from time to time. "Or" is not exclusive. Singular includes plural and vice versa, as the context requires.

14.10 Entire Agreement

These Terms, together with any additional rules, guidelines, or policies expressly incorporated by reference (such as the Privacy Policy and any offering-specific terms presented at the time of Token purchase), constitute the entire agreement between you and Cireta regarding the subject matter hereof, and supersede all prior discussions, agreements, or understandings (whether written or oral) related to the use of the Platform. In the event of any conflict between these Terms and any other document incorporated by reference, these Terms shall control, except that any offering-specific documents (e.g., Whitepaper, Token Terms, Investor Agreement) shall control solely as to Token rights, Issuer–holder obligations, redemption/delivery mechanics, transfer restrictions, and distribution terms; the Risk Disclosure supplements these Terms by describing risks and does not create warranties or additional obligations.

14.11 Force Majeure

Cireta shall not be liable for any delays or failure in performance of any part of the Service, from any cause beyond our reasonable control, including, without limitation: acts of God, natural disasters, epidemic or pandemic, labor disputes, electrical, telecommunications, or network failures, equipment or utility failures, wars, terrorism, governmental actions, or the failure of any third party service providers (including blockchain networks).

14.12 Government Use

If you are a U.S. Government user or otherwise accessing the Platform on behalf of a United States Government agency, be aware that the Platform and Services are provided as "commercial items," "commercial computer software," and "commercial computer software documentation," as those terms are defined in applicable federal regulations. Any use by the Government shall be governed solely by these standard commercial Terms, which is consistent with 48 C.F.R. §12.212 and 48 C.F.R. §227.7202-1 through 227.7202-4 (or any successor regulations).

14.13 Contact and Notices

Cireta Limited is a BVI company. Official correspondence to Cireta may be sent to our registered address or via the contact information provided on our website. For any questions about these Terms or the Services, you may contact us at the email address provided in the Platform's "Contact Us" section. We typically provide legal notices to you via email or through the Platform. It is your responsibility to keep your email address updated in your account profile. Email notices are deemed received on sending (excluding bounced/undeliverable messages or where we have actual knowledge of non-delivery). You must keep your email current. You agree that any notices sent electronically to you shall satisfy any legal communication requirements.

14.14 Language

These Terms are drafted in the English language. If these Terms are translated into another language, the English version shall prevail to the extent of any inconsistency. Any communications between you and Cireta will be in English, unless we specifically agree otherwise.

14.15 Acknowledgment

By clicking "I Accept" or by using the Platform, you acknowledge that you have read, understood, and agreed to all of the above Terms. You also acknowledge that you have had the opportunity to seek independent legal advice prior to agreeing (and that you either have done so or knowingly waived that opportunity). If you have any questions about these Terms, please contact us before using the Platform.