Last revised: 10.01.2023

ICM Capital AG Terms of Use

These ICM Capital AG Dashboard Terms of Use (hereinafter – the “Terms of Use” or “Terms”) apply to and govern your permitted users’ access to and use of the Polygon-based application (the “Dashboard”) and the services and tools made available on the Dashboard (collectively, the “Services”).  These Terms form the agreement between ICM Capital AG (“we”, “us”, “our”, the “Company”) and you as a physical person or the legal entity that you represent (“you” or “your”) and constitute a binding legal agreement. ‍ Please read these Terms of Use carefully, as they govern your use of our Services and expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to such use. By clicking “I Agree” to the Terms of Use or using the Services, you accept and agree to be bound by and to comply with these Terms of Use. If you do not agree to these Terms of Use, you must not access or use our Services.

1. DEFINITIONS

For clarity and understanding, the terms listed below shall have the following meaning: “Account” – a user of the account assigned to you after completion of the registration procedure on the website available via the link app.icm-cap.com.
“Affiliate” means, concerning a party to these Terms of Use, any legal entity that, directly or indirectly controls, is controlled by or is under common control with such party.
“Applicable Law” has the meaning set out in Section 12.
“Polygon Blockchain” means the underlying blockchain infrastructure the Company utilizes to provide its Services.
“Governmental Authority” includes any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial, or administrative authority.
“Investor” – a user who has a registered Account, has access to the Dashboard and utilizes the Services to purchase a portion of ICM Capital tokens.
“Services” has the meaning set out in article 3.1 below.
“ICM Capital Profit Token” - a security token which is a form of profit participation certificate which can be purchased by the Investors via Dashboard (the terms of which are more fully set out in Prospectus).
“ICM Capital Debt Token” - a security token which is a form of debt note which can be purchased by the Investors via Dashboard (the terms of which are more fully set out in Prospectus).
“ICM Capital Tokens” or “The Tokens” – ICM Capital Profit Token, ICM Capital Debt Token and other tokens that can be issued by the Company.
“Usage Fees” has the meaning set out in article 3.3 below.

2. MODIFICATIONS TO THE TERMS

2.1. ICM Capital reserves the right, in our sole discretion, to modify the Terms from time to time. Any such modifications are effective immediately upon posting. By clicking “I Agree” to any modified terms or by continuing to access or use the Services, you accept and agree to be bound to the modified terms. You agree to frequently review The Terms to ensure that you are aware of any such modified terms.

3. SERVICES, FEES

3.1. Services consist of provision of access to a set of instruments that allow you to purchase and utilize our tokenized securities via the Dashboard. The mentioned Services consist of the following actions and items (but are not limited to them): 3.1.1. tools to register your account on the platform, which can be accessed via the following link app.icm-cap.com; 3.1.2. tools to validate yourself as an investor, including but not limited to the completion of our Know Your Customer (“KYC”) procedures; 3.1.3. tools to purchase our ICM Capital Tokens and enjoy other available services.

3.2. Usage Fees ICM Capital may charge fees to you in consideration of your use of certain Services, including, but not limited to, access to the Dashboard. The details of the Usage Fees, including the amount of each Paid Service cost, when Usage Fees apply, and how they are calculated can be found here.
The Company reserves the right to change the Usage Fees at any time, and will provide you with a notice of any such fee changes before they become effective. 3.4. Polygon Gas Charges Some Services involve the use of the Polygon Blockchain, which may require you to pay a fee, commonly known as “Polygon Gas Charges”, for the computational resources required to perform a transaction on the Polygon Blockchain. You acknowledge and agree that the Company reserves the right to change the Usage Fees at any time, and will provide you with a notice of any such fee changes before they become effective. has no control over (a) any Polygon Blockchain transactions; (b) the method of payment of any Polygon Gas Charges; or (c) any actual payments of Polygon Gas Charges. Accordingly, you must ensure that you have a sufficient balance of ERC-20 stored at your Polygon Address to complete any transaction on the Polygon Blockchain before initiating such a Polygon Blockchain transaction. ICM Capital will make reasonable efforts to notify you of any Polygon Gas Charges before initiating any Services that require the use of the Polygon Blockchain. 3.5. Taxes The Usage Fees, and any other charges hereunder, can be subject to any excise, and taxes. 3.6. Acceptance of payment notwithstanding the number of Tokens you have indicated in the appropriate line on the Dashboard, ICM Capital will transfer your Tokens only in the amount that you have paid for, meaning that if there is a discrepancy between the number of Tokens that you put in the appropriate line on the Dashboard and the amount of money you have paid, ICM Capital will transfer you a number of Tokens equal to the amount of received payment. 3.7. Return of payments Please note, that ICM Capital will transfer your funds back in the following cases:
- if you have provided payment in the amount which is less than the established minimum cap for Token purchase.
- if you have provided payment via any bank, wallet address, or another payment instrument that is different from the whitelisted one during the registration procedure.
     - in the event that you fail to complete any KYC procedure required or undertaken by the Company at any time (including, without limitation, any KYC procedure required or undertaken subsequent to any initial KYC procedure pursuant to which the Company requires any additional or updated documentation).

4. ACCOUNT

4.1. Account - You must have a registered account on the website app.icm-cap.com to use the Services. During registration, to create an Account, ICM Capital will ask you to provide certain information, including, but not limited to: your name, your physical address, your email address, and/or your Polygon Address.

4.2.Your Responsibilities As a condition to accessing or using the Services, you shall:
4.2.1. only use the Services for lawful purposes and under these Terms of Use;
4.2.2. ensure that, at all times, all information that you provide for the Services, including the information in your Account, is complete and accurate;
4.2.3. maintain the security and confidentiality of your Account and Polygon Address.
4.3. Unacceptable Use or Conduct - As a condition to accessing or using the Services, you will not: 4.3.1. violate any Applicable Law, including, without limitation, any relevant and applicable anti-money laundering, and anti-terrorist financing regimes;
4.3.2. infringe on or misappropriate any contract, intellectual property, or other third-party rights using the Services;
4.3.3. use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
4.3.4. attempt to circumvent any content filtering techniques or security measures that the Company employs for the Services, or attempt to access any service or area of the Services that you are not authorized to access;
4.3.5. use any malware or other automated means not provided by us, to access the Services or to extract any data which can be gained utilizing the Services;
4.3.6. use or attempt to use another user’s Account without authorization;
4.3.7. post content or communications using the Services that ICM Capital, in our sole discretion, consider to be libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;
4.3.8. use the Services from a jurisdiction that ICM Capital has, in our sole discretion, or a relevant Governmental Authority has determined is a jurisdiction where the use of the Services is prohibited; 4.4. Your Assumption of Risks You represent and warrant that you:
4.4.1. have the necessary technical expertise and ability to review and evaluate the security, integrity, and operation of any tokens, including ICM Capital Tokens, that you decide to interact with;
4.4.2. have the knowledge, experience, understanding, professional advice, and information to make your own evaluation of the merits, risks, and applicable compliance requirements under Applicable Law of any security token activity you engage in and are able to incur a complete loss of any amounts invested using the Dashboard without impairing your financial condition;
4.4.3. know, understand, and accept the risks associated with your Polygon Address, the Polygon Blockchain;
4.4.4. accept the risk of purchasing the Tokens exchanging them, and otherwise utilizing the Services, and are responsible for conducting your own independent analysis of the risks specific to your use of the Services;
4.4.5. understand and accept that the Services are software applications consisting of code subject to flaws and that you acknowledge that you are solely responsible for evaluating any code provided and for evaluating the functioning of any Services accessed without any liability to the Company.

4.5. Account Activities You acknowledge and agree that you will be bound by, and hereby authorize the Company to accept and rely on any agreements, instructions, orders, authorizations, and any other actions made, provided or taken by anyone who has accessed or used your Account, regardless of whether such access is authorized or unauthorized. You further acknowledge and agree that the Company will not be liable for any of its actions that you have authorized it to take.

5. PRIVACY NOTICE

5.1. Please refer to our Privacy Notice or information about how ICM Capital collects, uses, and shares your information.

6. PROPRIETARY RIGHTS

6.1. Ownership of Services Excluding any open-source software or third-party licensed software that the Services incorporate, the Company owns the Services, including all technology, content, intellectual property objects and rights in them and other materials used, displayed or provided on or in connection with the Services. 6.2. Licence License; Open Source Software Licence; Limitations - The source-code for our Services are governed by the source-code license available on GitHub repository available via the link https://github.com/StoboxTechnologies and any other applicable licensing terms for the Services mentioned in these Terms. You acknowledge that the Services may use, incorporate or link to certain open-source components and that you will comply with any applicable open- source licenses that govern any such open-source components. 6.3. Trademarks Any of our product or service names, logos, and other marks used in or as a part of the Services, including our name and logo are trademarks owned by the Company, its Affiliates, or its applicable licensors. You may not copy, imitate, or use them without our (or the applicable affiliate’s or licensor’s) prior written consent.

7. CHANGES, SUSPENSION, TERMINATION

7.1. Changes to Services ICM Capital may, at our sole discretion, from time to time and without prior notice to you, modify, suspend or disable, temporarily or permanently, the Services, in whole or in part, for any reason whatsoever. However, such changes to Services won’t have an impact on legal rights of holders of Tokens regarding the Company. 7.2. No Liability ICM Capital will not be liable for any losses suffered by you resulting from any modification to any Services or from any suspension or termination, for any reason, of your access to all or any portion of the Services. 7.3. Effect of Termination In the event, ICM Capital terminates your Account or your complete access to the Services, ICM Capital may delete or suspend your Account and all related information and files in such Account.

8. COMMUNICATIONS

8.1. You agree to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, “Communications”) that ICM Capital provide in connection with these Terms of Use, your Account, or any Services. You agree that ICM Capital may provide our Communications to you by, in our sole discretion, posting them on our website or by emailing them to you at the email address linked to your Account.

9. INDEMNIFICATION

9.1. You will defend, indemnify, and hold harmless us, our Affiliates, and our Affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including, without limitation, reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in connection with, the Services.

10. LIMITATION OF LIABILITY

10.1. To the maximum extent permitted under Applicable Law, the Services (and any of their content or functionality) provided by or on behalf of us are provided on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, ICM Capital does not represent or warrant that the Services (including any data relating thereto) will be uninterrupted, available at any particular time, or error-free. 10.2. You acknowledge that your data may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, ICM Capital will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control. 10.3. The disclaimer of implied warranties contained herein may not apply if and to the extent, such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which ICM Capital resides.

11. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES

11.1. The scope and character of liability that may apply to us (together with our Affiliates, including our and our Affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers, or contractors) are determined by the means of the legal protection under applicable law. The liability applies only in relation to the functional purpose of the platform.

12. GOVERNING LAW

12.1. The interpretation and enforcement of these Terms of Use, and any dispute related to these Terms of Use or the Services, will be governed by and construed, and enforced in accordance with the laws of Liechtenstein. You agree that ICM Capital may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction and you waive any objection to venue in any such court.

13. MISCELLANEOUS

13.1. Remedies Any right or remedy of the Company set forth in these Terms of Use are in addition to, and not in lieu of, any other right or remedy whether described in these Terms of Use, and terms incorporated by reference herein, under Applicable Law. 13.2. Affiliates and Contractors The Services may be operated or provided by us, our Affiliates, or our or our Affiliates’ respective subcontractors. To the extent that one of our Affiliates or subcontractors, is operating or providing any Services, the Affiliate or subcontractor’s provision of such Services will be under terms identical to these Terms, substituting the Affiliate or subcontractor’s name wherever ICM Capital is referenced in these Terms of Use. 13.3. Non-waiver Our failure or delay in exercising any right, power, or privilege shall not operate as a waiver thereof. 13.4. Severability The invalidity or unenforceability of any of these Terms of Use shall not affect the validity or enforceability of any other of these Terms of Use, all of which shall remain in full force and effect. 13.5. Force Majeure ICM Capital will have no responsibility or liability for any failure or delay in the performance of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, the action of government, communications, power failure, or equipment or software malfunction. 13.6. Assignment You may not assign or transfer any right to use your Account or the Services, or any of your rights or obligations under these Terms of Use, without our prior written consent, including by operation of law or in connection with any change of control. ICM Capital may assign or transfer any or all our rights or obligations under these Terms of Use, in whole or in part, without notice or obtaining your consent or approval. 13.7. Restrictions ICM Capital may, at any time and in our sole discretion, restrict your access to, or otherwise impose conditions or restrictions upon your use of the Services without prior notice. For example, ICM Capital may restrict access to certain transaction requests from certain locations if ICM Capital has a reasonable suspicion of fraud, diminished capacity, inappropriate activity, or a dispute in connection with your Account. 13.8. No Broker, Legal or Fiduciary Relationships the Company is not a provider of a broker, legal, intermediary, agent, or advisory services and has no fiduciary relationship or obligation to you regarding any of your decisions or activities that you affect when using the Services. Neither our communications nor any information that ICM Capital provides to you is intended as or shall be considered or construed as advice. 13.9. Headings Headings of sections are for convenience only and shall not be used to limit or construe such sections. 13.10. Entire Agreement These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services.