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For Platform Use, Token Interactions, Issuer Relationships, and Regulatory Compliance

1. Introduction and Scope

This Comprehensive Legal Disclaimer (“Disclaimer”) governs all use of the Minted platform (“Minted,” “the Platform,” “we,” “us,” or “our”), including all technologies, smart contracts, interfaces, systems, and related services. By accessing or using Minted, any associated digital tokens, or any issuer-related functionality (collectively, the “Services”), you (“User,” “Participant,” or “Stakeholder”) acknowledge and agree to be legally bound by the terms set forth herein. Minted operates strictly as a technological infrastructure provider. Minted does not provide, facilitate, broker, promote, offer, solicit, or distribute securities or any financial instruments. Minted is not an investment adviser, broker-dealer, funding portal, transfer agent, custodian, or financial intermediary.

2. Nature of Tokens and Platform Functionality

2.1 No Equity, Ownership, or Governance Interest All digital tokens, utilities, or smart-contract functionalities accessible through Minted are non-equity, non-ownership, and non-governance instruments. Tokens do not represent:
  • shares or units of any company, issuer, or entity
  • membership interests, partnership interests, or LLC units
  • voting rights
  • profit interests or carried interest
  • dividends, distributions, or payouts of any kind
  • claims on assets, revenue, or liquidation rights
  • any direct or indirect financial interest under U.S. or foreign law
*2.2 No Investment Contract or Expectation of Profit Tokens facilitated through Minted are utility-based digital assets, not investment contracts. They do not confer any expectation of profit derived from:
  • issuer efforts
  • Minted’s efforts
  • managerial or entrepreneurial activities
  • future appreciation
  • revenue generation
  • NAV increases or business performance
Minted makes no representations or warranties that tokens will maintain value, appreciate, or yield returns.

3. Independence of Issuers and Third Parties

3.1 No Agency, No Affiliation, No Control Entities using Minted (“Issuers”) operate entirely independently. Minted:
  • does not control issuer operations
  • does not supervise or oversee issuer financial or managerial decisions
  • does not influence the business practices, token economics, or valuations of issuers
  • is not responsible for issuer disclosures, representations, omissions, or conduct
  • does not verify issuer suitability, solvency, compliance, or legitimacy
No issuer is an agent, partner, joint venturer, subsidiary, affiliate, contractor, or legal representative of Minted. 3.2 No Fiduciary Duties Minted owes no fiduciary, advisory, managerial, or consultative duties to:
  • issuers
  • users
  • token participants
  • beneficiaries
  • investors (accredited or otherwise)

4. Regulatory Position

4.1 No Securities Offering or Facilitation Minted does not:
  • offer or sell securities
  • solicit investment of any kind
  • structure offerings
  • broker transactions
  • perform capital formation services
  • engage in securities-related compensation
  • perform investor accreditation checks
  • provide KYC/AML services except when routed through external vendors
  • facilitate secondary market trading of securities
4.2 Compliance Responsibility of Users and Issuers Users and issuers are solely responsible for determining and complying with:
  • U.S. federal securities laws
  • U.S. state Blue Sky laws
  • international securities statutes
  • commodities, derivatives, tax, AML, sanctions, and corporate laws
  • investment limitations
  • offering exemptions (Reg D, Reg S, Reg CF, etc.)
Minted does not provide legal, tax, investment, accounting, regulatory, or compliance advice.

5. Beneficiary Mechanics and the Equity-Locked Environment (ELE)

5.1 Nature of Beneficiary Participation If an Issuer chooses to create an external SPV structure, any assignment of beneficiary status within the SPV is:
  • entirely managed by the issuer or SPV operator
  • not managed, executed, or controlled by Minted
  • not a distribution, sale, or issuance of equity conducted by Minted
  • not a promise or guarantee of equity conversion
  • not an asset Minted custodies, transfers, or administers
Minted does not verify or enforce beneficiary rights, allocations, or cap-table outcomes. 5.2 No Custody Minted does not custody:
  • tokens
  • equity
  • SPV units
  • certificates
  • rights
  • accounts
  • fiat or digital assets
Minted does not qualify as a custodian under SEC, CFTC, state, EU, FCA, MAS, or other global rules.

6. No Reliance, No Advice, No Guarantees

6.1 No Financial or Legal Advice Nothing on Minted’s platform constitutes:
  • legal advice
  • investment advice
  • financial planning
  • tax strategy
  • accounting guidance
  • issuer due diligence
  • suitability assessments
Users must consult licensed professionals. 6.2 No Guarantee of Outcomes Minted does not guarantee:
  • that any issuer will succeed
  • that tokens will have value
  • that NAV will rise or fall
  • that utility tokens will correspond to issuer performance
  • that liquidity will exist
  • that speculative markets will function as anticipated
  • that entry/exit mechanics will yield expected economic results
  • that beneficiaries will receive benefits
  • that issuers will honor obligations
Users assume full risk of participating in any ecosystem connected to the Platform.

7. Limitation of Liability

To the maximum extent permitted by law, Minted and its affiliates, officers, directors, employees, contractors, and agents are not liable for:
  • direct damages
  • indirect damages
  • consequential damages
  • punitive damages
  • economic losses
  • lost profits
  • loss of data or access
  • issuer misconduct
  • issuer bankruptcy or restructuring
  • issuer refusal to honor obligations
  • token volatility
  • smart-contract failures
  • protocol attacks, exploits, or vulnerabilities
  • regulatory enforcement actions taken against issuers
  • changes in law affecting token economics or SPV structures
Minted is provided strictly “as-is” and “as-available.”

8. User Representations

By using Minted, users affirm that they:
  • are acting voluntarily and at their own risk
  • understand the non-equity nature of tokens
  • understand that Minted is not a securities platform
  • have obtained independent legal and financial advice
  • will comply with all applicable laws
  • are responsible for their tax, regulatory, and reporting obligations
  • understand that Minted bears no responsibility for issuer activities

9. Amendments

Minted reserves the right to amend, modify, or update this Disclaimer at any time without prior notice. Continued use of the Platform constitutes acceptance of all such modifications.