Raise Terms

Please note that these Raise Module Terms will be updated periodically.

Welcome to the Cryptool Terms of Service, where we outline the guidelines governing your use of our platform. Specifically, our Raise Module terms detail the rules and conditions applicable to utilizing this specialized services:

Acceptance of these Terms

By accessing or using the Raise Module Services (defined below), you acknowledge that you have read and understood, and agree to abide by, these terms ("Raise Module Terms"), which may be updated from time to time. You confirm that you have read, understood these Raise Module Terms, including any additional documents or terms referenced to or incorporated into these Raise Module Terms. If you do not fully understand and accept these Raise Module Terms in their entirety, please refrain from using the Raise Service.

Scope of these Terms and Changes

• These terms govern your access to and use of the Cryptool service known as 'Raise' on the platform, including any related services provided by Cryptool under these Raise Module Terms ('Raise Service').
• These Raise Module Terms supplement and should be read alongside the Cryptool Terms of Use and specific terms and conditions outlined on the Raise page for relevant Raise offers. In case of any conflict or inconsistency between these Raise Module Terms and the Terms of Use, the Raise Module Terms take precedence. All terms and clauses from the Terms of Use (except those expressly modified in these Raise Module Terms) are incorporated by reference and have the same legal effect within these Raise Module Terms. These terms constitute Product Terms. References in the Terms of Use to Cryptool Services include the Raise Service.
• Cryptool reserves the right to modify these Raise Module Terms (or any referenced terms or information) at any time, in accordance with the Terms of Use.

Consent

By accepting these Raise Module Terms, you hereby unconditionally and irrevocably

• Confirm that you understand and accept any and all associated risks with your participation in the Raise Service and;
• Acknowledge that the Raise Service is fully non-custodial. Cryptool Group Entities never take custody, ownership, or control of your Digital Assets or private keys. You retain sole control of your Digital Assets at all times and authorise each transfer yourself by signing the relevant transaction from your own wallet. Smart Contracts are used solely to calculate your allocation and to route Assets, at your instruction, to the designated Wallets described in these Raise Module Terms and the Risk Warning.

How to Participate in Raise

You can participate in a Raise Offer on Cryptool to acquire Project allocations by converting your Assets into Future Tokens or Equity. When participating, Cryptool will utilize Smart Contracts solely for the purpose of calculating your allocation of Project Tokens or Equity and transfer your Assets to designated Wallets, such as Group Wallets, Group Fee Wallets, Platform Fee Wallets, and possibly Ambassador Wallets. Cryptool does not take ownership or control of your investments. Neither your Assets nor your Project Tokens are controlled by Cryptool.

Before participating in a Raise Offer, you must confirm your participation and specify the Network, Asset Type, the amount of Assets you intend to use, and the designated Wallets for the transaction. Cryptool reserves the right, at its discretion, to establish minimum or maximum Asset requirements for participation in a Raise Offer

The types of supported Assets may vary depending on the specific Raise Offer, and Cryptool reserves the right to adjust the supported Asset types at its sole discretion and as needed.

Project Allocation

The amount of Project Allocation available for each Raise Offer may vary. The amount of Project Allocation that you will receive for participating in a Raise Offer will also vary and generally will be calculated including Platform, Group and Pool Fees in collaboration with the Future Token or Equity round price.

By participating in a Raise Offer and contributing your Assets, you will receive Project Tokens or Equity in accordance with the terms outlined in the Raise Offer and these Raise Module Terms. Your total allocation of Project Tokens or Equity will be updated at least hourly. You may claim your accrued Project Tokens or Equity once they become vested, or they will be distributed by your Group, Platform, or Project Admin. Project Tokens or Equity will then be transferred to your designated Wallet.

Assets locked in each Raise Offer may be refunded at any stage in the fundraising process by the Group, Platform, or Project Admin. Project Tokens or Equity allocated to you in connection with a Raise Offer will be automatically added to your Portfolio after each Deposit. Project Tokens or Equity allocation will be transferred to your Wallet (if applicable) during or after each vesting/unlock event or based on the planning or discretion of the Group, Platform, or Project Admin.

Participation in a Raise Offer may be contingent upon eligibility criteria, which can include your country or region of residence and completion of platform or Group-level Identity Verification, as determined by each Group, Platform or Project Admin. Any such Identity Verification is a trust and eligibility check only. It is not regulated KYC (Know Your Customer) or AML verification, does not constitute regulatory compliance, and does not make Cryptool or any Group, Platform or Project Admin a regulated or licensed entity. If your Identity Verification fails, expires or is revoked, Cryptool or the relevant Admin may prevent you from participating in, or continuing to participate in, a Raise Offer; where Assets are already locked, refunds and unwinding follow the refund provisions of these Raise Module Terms.

Project Tokens and Equity are rounded down to a number of decimal places determined by Cryptool in its sole discretion, which may vary for different Project Tokens or Equity.

You will generally be able to deposit your Assets at any time with no delay. However there may be a delay in transferring Assets in some circumstances, including but not limited to events of extreme market volatility, network delays, validator or protocol failure, a significant number of simultaneous instructions to Deposit Assets from other Cryptool users, or other unanticipated events.

Definitions

Unless otherwise defined, capitalized words used in these Raise Module Terms shall have the same meaning given to them in the Terms of Use.

Pool Type means the category of Raise Offer selected by the Group, Platform, or Project Admin when creating a pool. The Raise Service supports three Pool Types: (a) LaunchPad — a pool used to launch a new project's token or allocation to a broad or eligible audience, subject to the access settings configured for that pool; (b) DealFlow — a pool used to distribute allocations for curated or sourced deals to eligible participants, subject to the access settings configured for that pool; and (c) VC Raise — a pool created by a Group to raise capital from its members or eligible participants, subject to the soft cap, hard cap, access, deposit, and refund settings configured for that pool. Regardless of Pool Type, all pools operate on the same non-custodial basis: participants sign their own on-chain transactions and Cryptool never holds Assets, Project Tokens, Equity, or private keys.

The rules of interpretation set out in the Terms of Use shall apply to these Raise Module Terms, except that references to clauses are to clauses in these Raise Module Terms, unless otherwise stated.

Cryptool Group Entities means Cryptool and each Cryptool Affiliate.

Raise Offer means an offer by Cryptool to provide you with Project Tokens or Equity in accordance with these Raise Module Terms and the Raise Offer Terms.

Raise Offer Terms means the specific terms and conditions displayed on the Raise Module Page for a relevant Raise Offer, as referenced under "Scope of these Terms and Changes."

Raise Module Page means the Raise page within the dApp or App.

Raise Period means the time period during which users can participate in a Raise Offer by depositing Assets, as stated on the Raise Page in respect of the relevant Raise Offer.

Raise Service has the meaning given to it under "Scope of these Terms and Changes."

Raise Module Terms has the meaning given to it under "Acceptance of these Terms."

Assets means the Digital Assets which you Deposit to participate in a Raise Offer.

Project Tokens or Equity means Digital Assets that are available for allocation to users that participate in a Raise Offer by depositing Assets during the relevant Raise Period.

Terms of Use means the Cryptool Terms of Use referenced under "Scope of these Terms and Changes," which these Raise Module Terms supplement.

Total Pool Assets means the total amount of Assets that are deposited by users participating in a specific Raise Offer.