Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Ockams Inc., a Delaware corporation ("Ockams," "Company," "we," "us," or "our"), governing your access to and use of the Ockams platform, website, applications, and related services (collectively, the "Platform").

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Platform.

2. Digital Asset Investment Services

Ockams provides a technology platform that facilitates the tokenization of equity interests in revenue-generating startups and enables qualified investors to acquire, hold, and transfer such tokenized securities ("Digital Securities").

2.1 Eligibility Requirements

To participate in Digital Securities offerings through the Platform, you must:

• Be at least 18 years of age (or the age of majority in your jurisdiction)
• Qualify as an "accredited investor" under Regulation D of the Securities Act of 1933, or meet equivalent standards in your jurisdiction
• Complete all required identity verification and anti-money laundering (AML) procedures
• Not be a resident of any jurisdiction where participation is prohibited by law
• Provide accurate and complete information during registration

2.2 Nature of Digital Securities

Digital Securities offered through the Platform represent tokenized equity or revenue-sharing interests in underlying companies. These tokens are issued on the Solana blockchain and are subject to smart contract protocols governing transfer restrictions, vesting schedules, and other terms specific to each offering.

3. Risk Disclosures

3.1 General Investment Risks

• Loss of Capital: Startup investments are highly speculative. The majority of startups fail, and you may lose your entire investment.
• Illiquidity: Digital Securities may be subject to transfer restrictions and may not have an active secondary market. You may be unable to sell your investment when desired.
• Dilution: Your ownership percentage may be diluted by future financing rounds or equity issuances.
• No Guaranteed Returns: Past performance is not indicative of future results. Revenue projections are forward-looking and may not materialize.
• Long Time Horizons: Investments may require 5-10+ years before any potential liquidity event.

3.2 Technology and Blockchain Risks

• Smart Contract Vulnerabilities: Digital Securities rely on smart contracts that may contain bugs or vulnerabilities.
• Blockchain Network Risks: The Solana network may experience congestion, forks, or technical failures.
• Private Key Loss: Loss of wallet private keys results in permanent loss of access to your Digital Securities.
• Cybersecurity: Digital assets are subject to hacking, phishing, and other cybersecurity threats.

3.3 Regulatory Risks

• Evolving Regulations: Digital asset regulations are rapidly evolving and may adversely impact the Platform or your investments.
• Jurisdictional Restrictions: Future regulatory changes may restrict your ability to hold or transfer Digital Securities.
• Tax Implications: You are responsible for understanding and complying with all applicable tax obligations.

4. Limitation of Liability

In no event shall Ockams' total liability exceed the greater of (a) the fees paid by you to Ockams in the twelve (12) months preceding the claim, or (b) one hundred U.S. dollars ($100).

Ockams does not guarantee:

• The performance or success of any underlying company
• The accuracy of revenue projections or financial statements
• The liquidity or transferability of Digital Securities
• The continuous availability or security of the Platform
• Any specific investment returns or outcomes

5. Indemnification

You agree to indemnify, defend, and hold harmless Ockams, its officers, directors, employees, agents, and affiliates from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Platform
• Your violation of these Terms
• Your violation of any applicable laws or regulations
• Your investment decisions and their consequences
• Any inaccurate information you provide

6. Intellectual Property

All content, features, and functionality of the Platform, including but not limited to text, graphics, logos, icons, software, and underlying code, are the exclusive property of Ockams or its licensors and are protected by intellectual property laws.

You are granted a limited, non-exclusive, non-transferable license to access and use the Platform solely for its intended purpose. You may not reproduce, distribute, modify, create derivative works of, or commercially exploit any Platform content without express written permission.

7. Prohibited Activities

You agree not to:

• Use the Platform for any unlawful purpose or in violation of any applicable laws
• Provide false, inaccurate, or misleading information
• Engage in market manipulation, wash trading, or fraudulent activities
• Circumvent transfer restrictions or vesting schedules
• Interfere with the Platform's security or proper functioning
• Attempt to access other users' accounts or data
• Use automated systems to access the Platform without authorization
• Resell or commercially exploit Platform access

8. Dispute Resolution

8.1 Arbitration Agreement

Any dispute, controversy, or claim arising out of or relating to these Terms or your use of the Platform shall be resolved exclusively through binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules. The arbitration shall be conducted in Delaware, unless otherwise agreed.

8.2 Class Action Waiver

YOU AGREE TO RESOLVE DISPUTES WITH OCKAMS ON AN INDIVIDUAL BASIS AND WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS.

8.3 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

9. Modifications to Terms

Ockams reserves the right to modify these Terms at any time. Material changes will be communicated via email or Platform notification at least thirty (30) days before taking effect. Your continued use of the Platform following such notice constitutes acceptance of the modified Terms.

10. Termination

Ockams may suspend or terminate your access to the Platform at any time, with or without cause, and with or without notice. Upon termination, your right to use the Platform ceases immediately, though provisions that by their nature should survive termination shall remain in effect.

11. Contact Information

For questions regarding these Terms, please contact:

Ockams Inc.
Email: legal@ockams.com
Address: Wilmington, Delaware, USA

12. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.