Terms and Conditions

SMAT - TERMS AND CONDITIONS OF USE
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This document describes the terms and conditions applicable to your access and use of the web platforms, mobile platforms, mobile applications and other similar platforms owned, operated, branded or made available by SMAT (defined below), from time to time, which relate to the SMAT platform, including but not limited to (i) the web and mobile-optimized versions of the web Platforms identified by the uniform resource locator "www.smat.io", (ii) the mobile applications of the SMAT platform available online on relevant app store (such as the Apple Store and on Google Play), and (iii) any related technology or software, including blockchain-based technology, such as smart contracts (collectively, the "Platforms").

This document is a legally binding agreement between you as the user(s) of the Platforms (referred to as "you", "your", or "User" hereinafter) and SMAT SA (IDE CHE-183.216.963, referred to as "we", "our" or "SMAT" hereinafter). Any Issuer (as defined in clause 7.1 below) is also a User within the meaning of the Terms of Use.

Scope and Acceptance of the Terms of UseThe Platforms and the offerings therein are intended only for professional clients or professional Issuers (as defined in Article 7.1 below). A professional client is an approved professional wealth or asset manager authorized and regulated by a supervisory authority competent in its jurisdiction and investing on behalf of its clients, in accordance with a valid, lawful and enforceable discretionary or advisory investment mandate (the "Investors"). Before investing on the Platforms on behalf of its clients, each Investor shall acknowledge that it has successfully conduct know-your-customer procedure as required by any anti-money laundering applicable legislation.Your access to and use of the Platforms and SMAT’s services, financial products available through the Platforms or listed either on the primary or the secondary market (where available) and their respective functionalities (push service, chat service, rating, etc.), which shall also include the platforms enabling transactions between Users as described in clauses 7.1 et seq. of the Terms of Use (such services, software and products collectively referred to as the "Services" hereinafter) are subject to the terms and conditions contained in this document as well as the Privacy Policy (as defined in clause 1.2 below), and any other rules and policies of the Platforms that SMAT may publish from time to time.This document and such other rules and policies of the Platforms, including without limitation the Privacy Policy, are collectively referred to below as the "Terms of Use". By accessing and use of the Platforms and Services, you agree to accept and be bound by the Terms of Use and the privacy policy of SMAT (the "Privacy Policy"). The Privacy Policy is available here: https://smat.io/#/privacy-policySMAT may amend the Terms of Use and the Privacy Policy at any time by posting the relevant amended Terms of Use on the Platforms (the "Revised Terms of Use" and the "Revised Privacy Policy"). By continuing to access or use the Services or the Platforms, you agree that such Revised Terms of Use and Revised Privacy Policy will apply to you as the sole and binding Terms of Use and Privacy Policy.If SMAT has posted or otherwise provided a translation of the English language version of the Terms of Use or the Privacy Policy, you agree that such translation is provided for convenience and information only and that the English language version will exclusively govern your access to and use of the Services or the Platforms.User may be required to enter into separate agreement(s), whether online or offline, with SMAT or any SMAT’s affiliate for certain Services or features linked to a Service (each such separate agreement a "Specific Agreement"). If there is any conflict or inconsistency between the Terms of Use and a Specific Agreement, the Specific Agreement shall prevail, unless otherwise stipulated therein, and take precedence over the Terms of Use but only in relation to that Service (or feature within the Service) concerned.Provision of ServicesYou must register as a user on the Platforms in order to access and use Services. SMAT reserves the right, without prior notice, to restrict access to, or use of certain Services, or any features linked or related to the Services. Some Services (or part thereof) may be provided by SMAT’s affiliates on behalf of SMAT.Services, or any features linked or related to the Services may vary for different regions and/or countries. No warranty or representation is given that a particular Service or feature, or functionality thereof of the same type and extent of the Service or features and functionalities thereof will be available for Users. SMAT may at its sole discretion limit, deny or create different levels of access to and use of any Services (or any features linked or related to the Services) with respect to different Users, or categories of Users.Investments displayed on the Platforms are financial products, not guaranteed by SMAT, and may lose value or involve a high degree of risk. Investment opportunities posted on the Platform are private placements not publicly traded, can be subject to holding period requirements, lock-up period, or have a limited level of liquidity. If listing is available, SMAT does not assume any liability regarding the feasibility and legality of such listing and in respect of listing requirements, including availability of the listed product in certain jurisdictions. None of SMAT, the Issuers nor any other person or entity assumes responsibility for the accuracy and completeness of forward-looking statements or other information listed on the Platforms. Issuers are responsible for any information provided on the Platform and Users should conduct their own due diligences and not rely on the legal or financial assumptions or estimates that are displayed on the Platforms.SMAT may launch, change, upgrade, update, impose conditions to, suspend, or stop any Services (or any features linked or related to the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the ability of such paying Users to use that Service.General Terms applicable to UsersAs a condition of your access to and use of the Platforms, or Services, you agree that you will comply with all applicable laws and regulations when accessing or using the Platforms or Services.You may not access or use the Services or the Platforms and may not accept the Terms of Use if (i) you are not of legal age to enter into a binding contract with SMAT, or (ii) you are not permitted to access to the Platforms, and/or receive any Service under the laws of regions/countries/states (the "Jurisdiction"), including the Jurisdiction in which you are resident, or you have your registered office, or from which you access and use the Services and the Platforms, including when such access is of a temporary nature.You agree that you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, material, text, images, graphics, video, sound, directories, files, databases or listings, etc. available on or through the Platforms (the "Platform Content"). Use of any Platform Content for any purpose not expressly permitted in the Terms of Use, a Specific Agreement, or otherwise permitted under the Governing Law of the Terms of Use is prohibited.SMAT may allow Users to access to content, products or services offered by third parties, such as custodian banks, through hyperlinks in the form of word link, banners, channels or otherwise, application programming interface (API), or by any other means to such third parties’ web platforms. User shall read such third parties interface or web platforms’ terms and conditions and/or privacy policies, as updated from time to time, before using the Platforms or such third parties interface or web platforms. You acknowledge that SMAT has no control over such third parties’ web platforms or interfaces, does not monitor such web Platforms, and shall not be responsible or liable to anyone for such web Platforms, or any content, products or services made available on or through such web Platforms.You agree not to undertake any action to undermine the integrity, performance, or operation of (i) the computer systems, or networks of SMAT and/or any other User, (ii) SMAT feedback system, such as leaving positive feedback for yourself using secondary User IDs or through third parties or by leaving unsubstantiated negative feedback for another User nor (iii) to gain unauthorized access to such computer systems, or networks.By posting or displaying any information, content or material, including without limitation any factsheet, term sheet, prospectus, and key information document (collectively "User Content") on the Platforms or providing any User Content to SMAT, or our representative(s), and to the extent permitted under applicable laws, you grant a worldwide, royalty-free, and sub-licensable (through multiple tiers) license to SMAT into display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology in any manner and for any purpose which may be beneficial to SMAT, the operation of the Platforms, the provision of any Services and/or the business of the User. You confirm and warrant to SMAT that you have all the rights, power and authority necessary to grant the above license. Personal information that is protected under data protection laws will only be used and kept in compliance with those laws. This license ends when User deletes its User Content or its account unless such content has been shared with other Users, and they have not deleted it.Subject to clause 3.6, User understands that despite a deletion of User Content such content may subsist in backup copies for a reasonable period of time. In case of legal claim or proceedings (administrative, civil, etc.), User acknowledges that User Content and related information, including without limitation information on its account, may not have to be deleted by SMAT or its service providers.User acknowledges that User Content and related information, including without limitation information on its account, may have to be stored by SMAT or any other service provider for legal grounds for a certain period of time which will survive the deletion of the information on the User’s account(s) or the disabling of the application/account(s).User understands and agrees that information recorded on blockchain or other distributed ledger technologies cannot be removed or deleted and that SMAT has no control on such information. Even in case of permissioned blockchain or other similar permissioned technology, SMAT has no control on User’s information to the extent that SMAT is not one of the operators of the relevant technology. User is sole responsible of the information used and recorded on the blockchain or any other technology as well as when such information is used "off-chain". If User is using encryption, it is sole responsible of managing the encryption keys and it shall bear all risk relating to such keys, including without limitation any risk of loss. SMAT does not control User’s wallet and such wallet is of the sole responsibility of User.User acknowledges and accepts that all prices, market data and other information available on and provided by the Platforms are indicative and subject to change. These prices, market data and other information shall not be considered as an offer, invitation or acceptance to buy or sell any product, as an inducement to enter into, transfer or assign, execute or rescind in any transaction, or as a solicitation to place an offer.Users AccountsUser must be registered on the Platforms to access or use the Services. Except with SMAT’s explicit approval, or as set out in a Specific Agreement, one User may only register one User account on the Platforms. SMAT may cancel or terminate a User’s account if SMAT has reasons to suspect that the User has concurrently registered or is in control of two or more User accounts, or is controlling User accounts in breach of SMAT specific approval. SMAT may reject User’s application for registration for any reason.Upon registration on the Platforms, SMAT shall assign an account and issue a User ID and password (the latter shall be chosen by a registered User during registration) to each registered User. User ID and password is unique to a single account, or group of accounts, depending on whether multiple use of accounts is permitted by SMAT or agreed in a Specific Agreement. Each User shall be solely responsible for maintaining the confidentiality and security of your User ID and password and for all use of and activities that occur under your account. No User may share, assign, or permit the use of your User account, User ID or password by another User, or person, other than to individuals within the User’s own business entity, and provided that such person is duly authorized and required to use SMAT Services. User agrees to notify SMAT immediately if it becomes aware of any unauthorized use of its password/account(s), or any other breach of security of its account(s).User agrees that all use of the Platforms and Services, and all activities that occur under your account (including without limitation, posting any company, token or product information, clicking to accept any Specific Agreements or rules, subscribing to or making any payment for any services, sending emails using the email account or sending SMS, or other type of messages, where applicable) will be deemed to have been authorized by the User.User acknowledges that sharing of its account with non-authorized persons, or allowing multiple Users outside of its business entity to use its account(s) or group of accounts (collectively, "Multiple Use"), may cause irreparable harm to SMAT or other Users of the Platforms. User shall indemnify SMAT, its affiliates, directors, employees, agents and representatives against any loss or damages, including but not limited to loss of profits, suffered as a result of the Multiple Use of User’s account(s).User also agrees that in case of non-authorized Multiple Use of User’s account or User’s failure to maintain the security of its account(s), SMAT shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate User’s account(s) at any time without any liability and at the sole costs and risks of the User.User’s Representations, Warranties and ResponsibilitiesEach User represents, warrants and agrees that (i) it has full power and authority to accept the Terms of Use, to grant the license and authorization and to perform the obligations hereunder, (ii) its access to and use of the Platforms and Services are permitted in its Jurisdiction and/or in the Jurisdiction of any of its clients (where applicable), and (ii) for Users who are business entities, the address they provide when registering is the principal place of business of their business entity. For purposes of this clause, a branch, or a representative office will not be considered a separate entity and User’s principal place of business will be deemed to be that of its registered office.User may be required to provide information or material about its entity, business or products/services as part of the registration process on the Platforms for your access to and use of any Service or the User’s account. User represents, warrants and agrees that (i) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Platforms or Service is true, accurate, current and complete and compliant with any applicable laws ("Up-to-Date"), and (ii) it will maintain and promptly amend all information and material to keep it Up-to-Date.Upon becoming a User, you consent to the inclusion of the contact information about you in our database and authorize SMAT and our affiliates to share the contact information with other Users or otherwise use your personal information in accordance with the Privacy Policy and/or any Specific Agreement. Likewise, within the limit of our Privacy Policy, or any Specific Agreement, you authorize SMAT and our affiliates to share such information with third party providers.Each Users represents, warrants and agrees that (i) it shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that it submits, posts or displays, (ii) any User Content that it submits, posts or displays does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets, or any other personal or proprietary rights of any third party ("Third Party Rights"), (iii) it has the right and authority (including without limitation to act for and on behalf of other Users where applicable) to sell, trade, distribute, market, advertise, provide, list, or otherwise disseminate, or offer to sell, trade, distribute or provide, or otherwise disseminate the products or services described in the User Content or otherwise and such sale, trade, distribution, advertising, marketing, provision, or dissemination, or offer does not violate any Third Party Rights, and (iv) User and its affiliates are not the subject of any trade restrictions, embargo, sanctions or other legal or administrative restrictions or sanctions enacted by any Jurisdiction, international organization, court, agency, or authority.Each User further represents, warrants and agrees that the User Content and any information that it or any of its affiliates, or authorized representatives submits, posts or displays (including any information regarding the clients on behalf of whom User is authorized to act) shall (i) be Up-to-Date and lawful, (ii) not be false, misleading or deceptive, (iii) not contain information that is defamatory or discriminatory , (v) not violate any product-specific requirements, any clause of the Terms of Use or any applicable Specific Agreement or other rules published by SMAT in accordance with clause 1, (vi) not violate any applicable laws and regulations, including without limitation those governing consumer protection or unfair competition, tax regulations (such as stamp duty, withholding tax, where applicable) or promote any activities which may violate any applicable laws and regulations, and (vii) not contain any link directly or indirectly to any other web platforms, or servers which includes any content that may violate the Terms of Use, or any applicable laws.Each User, its affiliates, and any director(s), officer(s), agent(s), representative(s), and/or controlling party/ies further represents, warrants and agrees that it shall (i) carry on its activities on the Platforms in compliance with any applicable laws and regulations, (ii) conduct its transactions with other Users of the Platforms in good faith and for legitimate reasons, (iii) carry on its activities in accordance with the Terms of Use and any Specific Agreement, (iv) not use the Services or Platforms to defraud any person or entity (including without limitation sale of stolen items, use of stolen credit/debit cards, or private keys), (v) not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity, (vi) not engage in spamming or phishing, or any other any other unlawful activities, or encourage, or support any such activities, (vii) not involve attempts to copy, reproduce, exploit or expropriate SMAT's various proprietary directories, databases and listings, or any other code, or information owned by SMAT without SMAT's express and irrevocable authorization to do so, (viii) neither involve any computer viruses, or other destructive or intrusive devices, or codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information nor any scheme to undermine the integrity of the data, systems or networks used by SMAT and/or any user of the Platforms or gain unauthorized access to such data, systems or networks, and (ix) not engage in any activities that would otherwise create any liability for SMAT, its affiliates, or any third party service providers.User agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary or useful for SMAT’s provision of the Services, including SMAT’s affiliate or any third party, or for evaluating whether User has breached the Terms of Use and/or handling any complaint against the User. If User’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, SMAT shall not be obliged to extend the relevant Service period nor be liable for any loss or damages arising out of or in connection with such delay, suspension or termination.User acknowledges and agrees that SMAT reserves the right to, but shall not be required to, unless otherwise required by the Governing Law, actively monitor or exercise any editorial control whatsoever over the content of any message or material or information (including User Content) created, obtained or accessible through the Services or Platforms. SMAT does not endorse, verify or otherwise certify or guarantee the contents of any comments or other material or information (including User Content) created, submitted, posted, displayed or otherwise made by any User. Each User is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments, other material or informationBreaches by UsersSMAT reserves the right in its sole discretion to remove, modify, adapt or reject any User Content that you submit to, post or display on the Platforms which SMAT reasonably believes is unlawful, inappropriate, violates the Terms of Use, could expose SMAT, or its affiliates, or any third service providers to any kind of risk or liability.If any User breaches any Terms of Use, or if SMAT has reasonable grounds to believe that a User is in breach of any Terms of Use, SMAT shall have the right to take any appropriate remediation measures, including without limitation (i) suspending or terminating any of the User’s accounts and any and all accounts determined to be related to such account by SMAT in its sole discretion without liability for any losses or damages arising out of or in connection with such suspension or termination, (ii) restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service or the Platforms, (iii) removing any product, token, or other User Content that the User has submitted, posted or displayed, or imposing restrictions on the number of product, token, or User Content that the User may post or display, (iv) imposing other restrictions on the User’s use of any features or functions of any Service or Platforms as SMAT may consider appropriate in its sole discretion, and (v) any other corrective measures as SMAT may deem necessary or appropriate in its sole discretion.Without limiting the generality of the provisions of the Terms of Use, a User would be considered as being in breach of the Terms of Use in any of the following circumstances: (i) any representation, warranties, or obligations of a User pursuant to this Terms of Use, or, as where applicable, any Specific Agreement is breached or not complied with, (ii) upon complaint or claim from any third party or SMAT’s affiliates, (iii) SMAT has reasonable grounds to believe that such User has willfully or materially failed to perform your contract with such third party or any other User or User, (iv) SMAT has reasonable grounds to suspect that such User is acting illegally or has provided to SMAT, or any other users, third party or Transaction Party (as defined in 7.2), illegal, false, or misleading information, (v) SMAT has reasonable grounds to suspect that any information provided by the User is not current, complete or is untrue, inaccurate, misleading or not Up-to-Date, or (vi) SMAT believes that the User’s actions may cause financial loss or legal liability to SMAT, or our affiliates, third party service providers, or any other Users.SMAT reserves the right to cooperate fully with governmental or regulatory authorities, law enforcement bodies, court and other competent authorities in the investigation of any suspected criminal, administrative, or civil wrongdoing (the "Authorities"). SMAT may disclose the User’s identity, contact information and/or information regarding the User’s account(s) and clients of the User, transactions or activities carried out on or via the Platforms, if requested by Authorities, or as a result of any legal action. SMAT, its affiliates or any third party service providers shall not be liable for damages arising from such disclosure.Each Users agrees to indemnify SMAT, its affiliates, directors, employees, agents and representatives, including third party service providers, and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your access to or use of the Platforms or Services, or from your breach of the Terms or any Specific Agreements.Each User further agrees that SMAT and its affiliates is not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted through the Platforms or Services, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such User Content or other material rests entirely with the User. SMAT reserves the right, at User own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User shall cooperate with SMAT in asserting any available defense.Transactions between UsersThrough the Platforms, SMAT provides electronic web-based platform(s) for exchanging information between Users subscribing, buying or selling products, tokens and/or services. SMAT may provide for certain Users, subject to any Specific Agreement, in particular licensing agreements, blockchain-based technology, such as smart contract, or other technology allowing Users and any other users, including Users which are products or token issuers (the "Issuer(s)") to allow transactions between Users and/or Issuers. SMAT does not act for or represent any party in transactions and SMAT does not control such technology once used by Issuers, neither is SMAT liable for the quality, safety, lawfulness or availability of the products, token, or services offered on the Platforms by Users or Issuers, the ability of such parties to complete a transactions nor for any failure of the technology provided and used by Issuers to the Users.Users accessing or using the Platforms or Services shall assume the risks of conducting any transactions, either as Issuer, subscriber, purchaser, or buyer (the "Transaction Party/ies") in connection with or through the Platforms or Services. Transaction Parties accessing or using the Platforms or Services shall also fully assume all risks of liability or loss of any kind arising out of or in connection with any subsequent activity relating to any products, tokens or underlying associated with tokens, or services that are the subject of the transactions on the Platforms, including without limitation (i) any enforcement proceedings conducted by regulatory authorities, agencies, or courts relating to token or product, (ii) claim on property of the products and/or the token, (iii) default or risk affecting any underlying assets of the token or products, (iv) delay in delivery, (iv) loss of token, product, or cash, or any cryptocurrency used to acquire a product or the token, (v) violation of Third Party Rights, and the risk that Users may incur costs of defense or other costs in connection with third parties’ assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to the assertion of rights, demands or claims by claimants of Third Party Rights (the "Transaction Risks"). SMAT cannot be held liable for any damages, claims, liabilities, costs, harm, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.User understands that SMAT is not a Transaction Party and will not act as representative of any Transaction Party. In particular, SMAT is neither directly or indirectly issuing, subscribing, purchasing or selling any product, token or their underlying assets nor acting as agent, principal, or in any other trading capacity, nor providing or operating order reconciliation, clearing, or matching of any sort or public deposit system. Transactions are financed, initiated and conducted at the sole initiative and sole risks of Issuers or Users. Secondary markets for products or token may not be available and it is of the sole responsibility of the Users and/or Issuers to ensure availability of the products or token on any secondary market.User and/or Transaction Party understands that SMAT do not provide any advice on specific transaction, either be legal, tax, regulatory, accounting, or other, for any products, token and their underlying assets, and do not otherwise recommend any products, token, or their underlying to Users. Users are required to consult their own tax, legal, and accounting advisors before accessing, using the Services, or entering in a transaction with any Transaction Party. Any rating service offered by SMAT is not an advice and cannot construed as such. SMAT does not provide any express or implied representation or warranty on the information received, collected and published for the purposes of rating services and cannot be held responsible for such information. SMAT is not subject to a prudential supervision and anti-money laundering regulations.Subject to any of their obligations or other requirements under the Terms of Use, Transaction Parties are solely responsible for setting out and performance of the terms and conditions of the transactions conducted on, through or as a result of use of the Platforms or Services, including, without limitation, terms regarding payment, representations, warranties, fees, taxes, storage, be it on electronic or physical devices or means, and any other terms or conditions relating to a transaction, or the Transaction Parties.User agrees to provide all information and materials as may be reasonably required by SMAT, its affiliates and/or any SMAT’s representatives, or, where applicable, third service providers, in connection with any transactions conducted on, through or as a result of use of the Platforms or Services, in particular information required to conduct know-your-customer information as required by any anti-money laundering legislation. SMAT has the right to suspend or terminate any User’s account or group of accounts if the User fails to provide the required information and materials without liability for any losses or damages arising out of or in connection with such suspension or termination.In the event that any User or any of its client has a dispute with any party to a transaction, such User agrees to release and indemnify SMAT and its agents, affiliates, directors, officers and employees from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute or the transaction.Third Party Service Providers and RatingSMAT may outsource operations and services to affiliates and third parties within Switzerland and abroad. In particular, data retention, IT (information, data processing and management), accounting, and other activities may be outsourced in whole or in part. Outsourcing may require the transfer of data to affiliated or third-party service providers, and third-party service providers may involve other third-party service providers. All service providers are generally required to comply with respective confidentiality obligations.User acting as an Issuer acknowledges and agrees, where applicable, to provide any third party service provider and/or SMAT with all necessary information and data needed to establish rating of its products, token and/or project (the "Rating"). By downloading or using Rating and Rating information, the User undertakes to use valuations and valuation documents only for internal and/or regulatory purposes. Under no circumstances shall third service providers or SMAT Rating information/document, or any part thereof, be made available to or disclosed to non-authorized third parties. User acting is obliged to take appropriate organizational measures to prevent any breach of this obligation by employees or any of its affiliates, as permitted under these Terms of Use or any Specific Agreement. The legal obligations of disclosure and publication by the third party service provider remain unaffected. These confidentiality obligations are valid for an indefinite period of time.The Rating methodology is described in the information made available for download on SMAT or the third party service provider. Ratings are estimates whose occurrence or non-occurrence cannot be guaranteed. The preparation of Rating is based on a systematic assessment of relevant data and information, including on solvency, and a thorough quantitative and qualitative analysis, excluding due diligence that cannot be assessed. The Ratings are produced on the basis of data obtained from various sources, including publicly available sources, some of which are obtained directly from Users, and are considered reliable and credible. Audited or reviewed financial reports are considered reliable and are not re-reviewed. The Rating process is conducted by SMAT or the third party service provider with the greatest possible care to the best of its knowledge and in good faith. SMAT or the third party service provider cannot guarantee its accuracy, correctness, timeliness or completeness.The content and results of the Rating produced by SMAT or the third party service provider simply represent a current opinion on the solvency of an Issuer or issue and are prepared without taking into account the objectives, financial needs or financial situation of a particular User. The assessments are used at the risk of the User and do not constitute an inducement, advice or recommendation. SMAT or the third party service provider accepts no liability for direct or indirect losses and damages resulting from the use of the valuations, in particular for errors of understanding, evaluation and judgement by SMAT or the third party service provider to the greatest extent authorized by any applicable law.In the context of the monitoring of the evaluations, SMAT or the third party service provider reserves the right to modify the evaluation at any time if it deems it necessary on the basis of the data and documents at its disposal. The third party service provider prepares the evaluations and any subsequent assessment on the basis of a contractual agreement entered into with SMAT. Absent of such agreement the third service provider is under no obligation to produce evaluations and evaluation updates. In addition, SMAT or the third party service provider may suspend and may suspend or revoke assessments and refrain from producing assessment updates if the conditions for a proper assessment are no longer met.Data ProtectionFurther information on data protection, updated regularly, are included in the Privacy Policy, which can be found at the following link: https://smat.io/#/privacy-policy . This information is binding.Limitation of Liability and IndemnificationTo the maximum extent permitted by law, and unless otherwise provided for in any Specific Agreement entered into between SMAT and User, the Services are provided by SMAT without any express, or implied representation or warranties. The Platforms may make available to User services or products provided by independent third parties. No representation or warranty is made with regard to such services or products.To the maximum extent permitted by law, and unless otherwise provided for in any Specific Agreement entered into between SMAT and the User, SMAT will not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information) resulting from or in connection with any of the following: (i) the use or the inability to use the Platforms or Services, (ii) any defect in transaction settlement, Transaction Parties, token, token underlying, data, information or services purchased or obtained from a User, including Issuers, or any other third party through the Platforms or Services, (iii) any violation or asserted violation of Third Party Rights, (iv) unauthorized access by third parties to data or private information of any User, (v) statements or conduct of any User of the Platforms or Services.Any material uploaded, downloaded or otherwise obtained through the Platforms or Services is done at each User’s sole discretion and risk and each User is solely responsible for any damage to its own or to SMAT’s computer system(s) or any loss of data that may result from the upload or download of any such material.Each User hereby agrees to indemnify and hold SMAT, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User’s access to or use of the Platforms or Services (including but not limited to the display of such User’s information on the Platforms) or from your breach of any of the terms and conditions of the Terms of Use, including without limitation from any claims asserted by Third Party Rights. Each User hereby further agrees to indemnify SMAT, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User’s breach of any representations and warranties made by User to SMAT under these Terms of Use or any Specific Agreement.Force MajeureUnder no circumstances shall SMAT, its affiliates, or any third party service providers, be held liable for any delay or failure or disruption of the content or the Services accessed or delivered through the Platforms resulting directly or indirectly from acts of nature, forces or causes beyond SMAT's control ("Force Majeur Case").Force Majeure Case includes, without any limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, war, governmental action(s), enforcement or legal proceeding affecting Users, Issuers, or transaction, including any product, token or their underlyings, pandemic(s), orders of domestic or foreign court(s) or tribunals or non-performance of third parties.Intellectual Property RightsSMAT is the sole owner or lawful licensee of all the rights and interests in the Platforms and the Platform Content. The Platforms and Platform Content embody copyrights, trade secrets and other intellectual property rights (collectively "IP Rights") protected under applicable laws, including without limitation the Governing Law. All IP Rights in the Platforms and Platform Content shall remain with SMAT, our affiliates or licensees, as the case may be.SMAT and related icons and logos are registered trademarks or trademarks or service marks of SMAT, in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.SMAT may have independent third parties involved in the provision of the Platforms or Services (e.g., the authentication and verification service providers). You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.NoticesAll legal notices, including without limitation, termination notice, or complaints, or demands to or upon SMAT shall be made in writing and sent to SMAT personally, by courier or registered mail to the following entity and address: Rue de l'Avenir 23, Delemont (2800) Switzerland. The notices shall be effective when they are received by SMAT in any of the aforementioned manner.All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to SMAT, or by posting such notice or demand on an area of the Platforms that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when SMAT is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User. Notifications to User may also be made in accordance with clause 12.1.You explicitly agree that all agreements, notices, demands, disclosures and other communications that SMAT sends to you electronically will satisfy any legal requirement that such communication should be in writing.TerminationWithout limitation any of the other terms or remedies provided for by the Terms of Use, any violation of the Terms of Use by a User, or if a User otherwise creates risk or possible legal exposure for SMAT or any other person, SMAT may stop providing all or part of Services or access to Platforms to such User, which will be notified by email or the next time its attempts to log-in into its account or in any other manner pursuant to clause 11.1. Subject to clause 13.1, Users may also delete their accounts or disable SMAT applications at any time.In case of account suspension by SMAT or account(s) deletion or application disabling by User, the Terms of Use shall also terminate, but the following provisions shall continue to apply: 3.5-3.9, 4-5, 9-11, and 12-14.MiscellaneousSubject to any Specific Agreement, the Terms of Use constitute the entire agreement between you and SMAT with respect to and govern your use of the Platforms and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.SMAT and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms of Use.In the event that one or several terms or provisions of the Terms of Use shall be or become invalid or unenforceable in whole or in part, this shall not affect the validity or enforceability of any other terms and provisions in any way. In such case, the invalid or unenforceable term or provision shall be replaced by such valid and enforceable term or provision the content of which shall reflect as closely as possible the commercial and legal purpose and intent of the provision or term replaced.No failure on the part of SMAT to exercise, or any delay on its part in exercising, any of the rights under the Terms of Use shall operate as a waiver thereof, nor shall any single or partial exercise of a right under the Terms of Use preclude any further or other exercise of that or any other such right.SMAT shall have the right to assign the Terms of Use (including all of its rights, titles, benefits, interests, and obligations and duties in the Terms of Use to any person or entity (including any affiliates of SMAT). Unless explicitly authorized under the Terms of Use or under a Specific Agreement, Users may not assign, in whole or part, the Terms of Use to any person or entity.Governing Law and DisputesThe Terms of Use shall in all respects be governed by and construed exclusively in accordance with the laws of Switzerland (without regard to conflict of laws rules). The applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention), as amended from time to time, is excluded.All disputes arising out of or in connection with the Terms of Use shall be submitted to the exclusive jurisdiction of the courts of Delemont, Canton of Jura, Switzerland. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of SMAT to bring any legal action or proceedings with respect to the Terms of Use in any other competent jurisdiction.Smat SA, Rue de l'Avenir 23, Delemont (2800)admin@smat.io