1.1. Token Offering/s (TO):  Digital asset creation and distribution process independently undertaken by the Issuer using Brickken's technology infrastructure, through which the Issuer may create and distribute Tokens associated with a project, asset, or rights defined solely by the Issuer.

1.2. You: natural or legal person(s) who use the dApp and consequently the Website. Likewise, those legal entities that carry out and/or have carried out a TO process through the dApp. For the avoidance of doubt, where applicable, references to "You" include any person acting on behalf of an organization or legal entity in connection with a Token Offering conducted through the dApp.

1.3. Issuer: This term, together with "You", refers to the person(s) or entity(ies) hat independently create, manage, or conduct a Token Offering through the dApp using Brickken's technology infrastructure. For clarification purposes, our commercial relationship is only maintained with the Issuer.

1.4. Token Buyer(s): natural or legal person(s) who acquire, hold, or express interest in acquiring Tokens in the TO process.

1.5. dApp: the decentralized application created by Brickken that runs on a decentralized network and works autonomously, to which you will have access through the Website and where, if you decide to carry out a TO, you will have a dashboard that will allow you to create your own landing page. For clarification purposes, this landing page will allow You to sell your tokens, manage your buyers, etc.

1.6. Know Your Customer (KYC): identity verification and compliance-related procedure that may be made available through the dApp in connection with a Token Offering. Such functionality may be used by Issuer in order to collect and review information relating to beneficial owners, legal representatives, Token Buyer(s), or other participants. The purpose of these procedures is to support anti-money laundering, fraud prevention, and applicable compliance processes. Brickken's techonology may provide access to third-party verification tools or functionalities but does not independently guarantee regulatory compliance or verification outcomes.

1.7. Know Your Business (KYB): Similar procedure to KYC, but in this case, a company's identity and background are verified to comply with anti-money laundering and anti-fraud measures. This process will involve collecting and reviewing information about a company's ownership, management, business activities and other relevant information to assess its risk profile.

1.8. Token: digital unit or blockchain-based representation created through Smart Contract that the Issuer will issue in favor of their Token Buyer(s). The characteristics, utility, rights, and associated terms of such Token are determined solely by the Issuer.

1.9. Smart contract/s: self-executing contract coded directly as lines of code, which is automatically executed when predetermined conditions are met, allowing the execution of the TO.

1.10. Expert Collaborator(s): person, entity, organization, etc. with extensive knowledge in a specific topic related to tokenization (legal, marketing, finance, etc.), who, at the direct request of an Issuer, will be able to provide support within the TO framework.

1.11. Project: the reason and purpose of performing the TO.

1.12 Web Page: is the page created by Brickken that contains direct access to the dApp.

1.13. Technology Provider: Brickken provides the necessary technology for the Issuer to carry out TOs according to their interests and needs. For clarification purposes, it should be noted that Brickken does not establish a direct relationship with the Token Buyers, nor does it assume any responsibility for the TOs made by the Issuer(s).

1.14. Wallet: digital mechanism used by the Token Buyer(s) to store and manage funds and tokens during the TO. This wallet is an application or platform provided by a third party that allows access to funds and tokens, without Brickken having direct access to them at any time as it is a non-custodial wallet solution, in which full control of the assets and private keys remain exclusively in the hands of the owner.

1.15. License Agreement: formal agreement between the Issuer and Brickken where Brickken as a Technology Provider provides a license to use the dApp to the Issuer so that it can use the tools incorporated in it and independently and directly create its landing page and carry out the process of TO.

1.16. Soft Cap: Minimum amount to be obtained when the sale of Tokens is carried out before the end date stipulated by the Issuer through the dashboard and which will appear on the landing page. If the Soft Cap is reached within the period defined by the Issuer, the applicable smart contract logic may enable the automated release of digital assets and corresponding funds in accordance with the parameters configured by the Issuer. If the Soft Cap is not reached, the smart contract logic may automatically return the contributed funds to the respective Token Buyers or participants, subject to the configuration established by the Issuer.

2.1. We are Brickken Solutions, S.L. (hereinafter, "Brickken" or "We") a Spanish limited company with registered office at Llacuna Street, number 162, module 302 (Barcelona), 08018.

2.2. We are a company duly registered in the Commercial Registry of Barcelona, ​​Spain, with CIF B67557603.

2.3. In this sense, We want to inform you that We are the developers of the Website and the dApp that you are using in which you can carry out a TO, through your own dashboard and landing page.

3.1. The purpose of these Terms and Conditions (hereinafter, "T&C") is to regulate the relationship between You and Brickken.

4.1. Prior to accessing certain functionalities of the dApp in connection with a Token Offering, the Issuer may be required to complete applicable identity verification or compliance-related procedures and, where applicable depending on the selected service model, execute a separate service agreement with Brickken. In the absence of a separately executed agreement, the Issuer's access to or use of the dApp, Website, dashboard, or related functionalities shall constitute acceptance of these T&Cs.

4.2. Subject to completion of any applicable onboarding requirements and payment of the corresponding fees associated with the selected service model, Brickken may grant the Issuer access to the dApp and related functionalities.

4.3. Upon receiving access to the dashboard, the Issuer will be solely responsible for uploading, maintaining, and updating all necessary information for Token Buyer(s) to understand the details and conditions of the Project and the TO process. The Issuer represents and warrants that any information made available through the dApp will be accurate, complete, not misleading, and compliant with applicable laws and regulations.

4.4. Without prejudice to the provisions of clause 4.3 above, in order to assist you, Brickken has incorporated certain guidelines into the dApp, so that you can have a general understanding of the information to be presented. These guidelines are merely indicative, so if you are not sure of the required information, you should consult a professional advisor. To this end, you can contact Expert Collaborator(s), who can help you.

4.5. Based on the foregoing and for the avoidance of doubt, You understand and acknowledge that in no event will Brickken, as a Technology Provider, be responsible or liable to You, your Token Buyer(s) or any third party for any direct, indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenue, whether incurred directly or indirectly, or any loss of data, use, goodwill or other intangible losses, arising out of or in connection with information uploaded, published, or communicated by the Issuer, its advisors, Expert Collaborators, or any third party in connection with a Token Offering or related activities, as well as by the guidelines provided by Brickken, as they are for informational purposes only.

4.6. Furthermore, You acknowledge and agree that You are solely responsible for Your relationship with the Token Buyer(s). Brickken, as a Technology Provider, assumes no responsibility for the obligations or interactions of the Issuer with the Token Buyer(s).

4.7. Finally, any acquisition, transfer, distribution, or other transaction involving Tokens is conducted independently by the Issuer, so Brickken does not act as an intermediary, broker, exchange operator, custodian, financial institution, or agent in connection with any Token-related activity, and, therefore, You understand that any dispute or problem arising from the sale, management, distribution, purchase, etc. of Tokens will be resolved exclusively between the Issuer and the Buyer(s) of Tokens.

5.1. You acknowledge that Brickken will not be responsible in any case if you do not reach the Soft Cap that you set for the TO.

5.2. In the event that the Soft Cap limit is not met, Brickken will not be liable for any direct, indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenue, whether incurred directly or indirectly, or any loss of data, use, goodwill or other intangible losses, arising out of or in connection with the Soft Cap.

5.3. The responsibility for the promotion and marketing of the TO to achieve the Soft Cap falls exclusively on the Issuer.

6.1. Brickken "Know Your Customer" or "Know Your Company" Procedure:

1. Depending on the selected service model and applicable compliance requirements, You may be required to complete identity verification or compliance-related procedures in connection with your access to certain functionalities of the dApp. You represent and warrant that any information provided in connection with such procedures will be accurate, complete, and up to date.
2. Consequently, if the necessary KYC processes are not properly carried out and/or completed, Brickken reserves the right to deny, suspend, limit, or condition access to the dApp or certain functionalities if applicable onboarding, verification, or compliance-related requirements are not completed to Brickken's reasonable satisfaction, thus preventing the start and/or achievement of the corresponding TO.
3. In the event of your failure to comply with the above obligations, Brickken will be entitled to claim compensation from You, and will not be liable for any direct, indirect, incidental, special, consequential or punitive damages, or any loss of profits or income, incurred. directly or indirectly, nor for the loss of data, use, goodwill or other intangible losses, which may have been caused to the Token Buyer(s) or any third party as a consequence of said breach.

6.2. "Know your customer" or "Know your company" procedure by the Issuer:

1. As you know, one of the functionalities incorporated in the dApp is to be able to use the KYC and KYB services that Sum And Substance Ltd, a company incorporated in England with company number 09688671 and registered office at 30 St. Mary Ax, London, England, EC3A 8BF provides the objective of verifying the potential buyers of its tokens.
2. Notwithstanding the above, the Issuer remains solely responsible for determining whether to authorize or restrict participation in a Token Offering through any applicable whitelist or approval process made available through the dApp. Brickken does not independently approve, reject, endorse, or verify any Token Buyer(s).

7.1. The website, dApp, the landing page and dashboard are provided "AS IS". Therefore, to the maximum extent permitted by applicable law, Brickken disclaims all warranties, representations and conditions of any kind, whether express or implied, statutory, or otherwise, including, without limitation, any warranties of suitability, completeness, performance, accuracy, merchantability and/or fitness for a particular purpose.

8.1. Within the dApp ecosystem there are Expert Collaborator(s) who provide their services related to tokenization (legal, marketing, financial, etc.) to help the Issuer(s) carry out their TOs.

8.2. You acknowledge and agree that:

1. Contacting and engaging with Expert Collaborator(s) is at your own risk. Brickken does not endorse or guarantee the experience, advice or services provided by them.
2. You understand that any reliance on the services of the Expert Collaborator(s) is at your own discretion and responsibility.
3. You agree to hold Brickken harmless from any liability, obligations, claims or damages arising from or related to your engagement with Expert Collaborator(s), including but not limited to any dissatisfaction with their services, errors or inaccuracies in their advice, or any financial or legal resulting from its services.

9.1. By using the website, the dApp and/or performing a TO, You agree that:

a. You are solely responsible for providing your Token Buyer(s) with accurate and relevant information that allows them to fully understand the potential advantages and disadvantages of your Project and TO. In this sense, you must always act in good faith;

b. At all times, You must comply with the regulations, laws and rules applicable to You and your Token Buyer(s). Therefore, You may hire the Expert Collaborator(s) that you consider necessary to be able to comply with all your legal, financial, etc. obligations that You may have;

c. You must provide accurate, updated and real information when performing a KYC and/or KYB;

d. You are solely any fraud, misrepresentation, misleading statements, omissions, unlawful conduct, or other issues arising from or relating to your Token Offering, Tokens, Project, or interactions with Token Buyer(s);

e. You acknowledge and agree that Brickken acts solely as a technology provider and does not assume responsibility for your relationships, communications, transactions, or interactions with Token Buyers, advisors, Expert Collaborators, third-party service providers, or any other participants or users of the dApp;

f. You will not reproduce, modify, prepare derivative works, distribute, license or exploit in any way the Website, the dApp, the Smart Contract(s), its dashboard, landing page, etc. when not expressly permitted by Brickken;

g. You will not reproduce, modify, prepare derivative works, distribute, license or exploit in any way the Website, the dApp, the Smart Contract(s), its dashboard, landing page, etc. when not expressly permitted by Brickken;

h. You will not decompile or reverse engineer the Website, the dApp, the Smart Contract(s), the dashboard, the landing page, etc.;

i. You are solely responsible for informing Token Buyer(s) that when they participate in the TO process and purchase Tokens, they assume all risks associated with the use of the Smart Contract(s).

j. It will not deploy or launch any type of program to carry out any action related to data prospecting or actions aimed at damaging the operation and functionality of the Website, the dApp, the Smart Contract(s), the landing page or/and your dashboard;

k. You will not remove, modify or any similar action aimed at altering Brickken's copyright on its brand, the Website, the dApp and the Smart Contract(s);

l. You will not provide access to the dApp, its dashboard or the landing page to any third party other than someone in your organization who has been duly authorized;

m. You will not use the Website, the dApp, its dashboard or the landing page for illicit, unauthorized or illegal purposes;

n. You will not damage, disable, overload or impair any server, network, system or resource of Brickken, its Website, dApp, the landing page, the dashboard and the Smart Contract(s);

o. You will not use the Website, the dApp, the dashboard and/or the landing page to transmit malware, viruses or similar programs, or to publish or disseminate content of an offensive, racist, degrading or pornographic nature that may cause discomfort to the people;

p. Obstruct the access of other users to the Website and/or the dApp;

q. You will not use the Website, the dApp, the landing page, the dashboard, etc. with the aim of carrying out money laundering actions regardless of whether they are due to their negligent or willful conduct;

r. You will not use the Website, the dApp, the landing page, the dashboard, etc. with the intention of harming other users of the dApp and/or Brickken. For example, attempting to access other users' accounts or restricted areas of Brickken's computer systems;

s. You will not use the Website, the dApp, the landing page, the dashboard, etc. with a false identity, or access and/or use the dApp, under eighteen (18) years of age;

t. You will not break the security measures established by Brickken;

u. You will not carry out actions aimed at saturating the program, harming the correct functioning of the Website, the dApp, the landing page, the dashboard and the Smart Contract(s); and

v. You will not violate any applicable local, state, national or international law or the content of these T&Cs.

9.2. In the event that You carry out any of the actions described above, Brickken reserves the right to adopt the measures provided for by law and that it deems appropriate, such as blocking your access to the dApp, the dashboard, the landing page and initiating a judicial procedure to restore the infringed right and/or bring it to the attention of the competent public administrative body.

9.3. You acknowledge and understand that working with blockchain technology and using the website, the dApp, the dashboard, the landing page and the Smart Contract(s) involve certain risks. These risks may include, but are not limited to, technological failures, network instability, hacking, fraud, regulatory changes and other unforeseen events. You agree that Brickken, as a Technology Provider, will not be responsible for any loss, damage or liability arising from such risks.

10.1. Brickken does not guarantee that the dApp, the Smart Contract(s), the dashboard and the landing page will be uninterrupted or error-free. Furthermore, Brickken, to the maximum extent permitted by applicable law, shall not be liable for any damages, losses, claims, liabilities, costs, or expenses arising from or relating to:

a. The information that your Token Buyer(s) and/or You have provided;

b. Your use of the Website, the dApp, the dashboard, the landing page, or related services;

c. Any relationship, interaction, communication, transaction, dispute, or arrangement between You and any Token Buyer, Expert Collaborator, third-party provider, advisor, Issuer, or participant;

d. Deficiencies in the server service, or communication networks, or problems resulting from the malfunction or use of non-optimized versions of browsers;

e. Any hacking incident, cyberattack, malware attack, denial-of-service attack, Sybil attack, spoofing attack, phishing attempt, unauthorized access, security breach, theft, loss of private keys, wallet compromise, or other malicious activity affecting the Website, dApp, smart contract functionalities, wallets, Tokens, or related infrastructure;

f. Any technological error, software bug, coding vulnerability, smart contract vulnerability, or unforeseen technical issue;

g. Access by minors to the contents of the dApp, the dashboard and the landing page, etc. when false, incorrect or misleading information and/or data is used;

h. Any Force Majeure event or other event beyond Brickken's reasonable control;

i. The industry in which Brickken operates is new and may be subject to increased oversight and scrutiny, including investigations or enforcement actions. There is always the possibility that government authorities will examine Brickken's operations and/or take legal action against Brickken. Such government activities may or may not target Brickken in particular. Although Brickken is making every effort to comply with all existing regulations, due to multiple uncertainties and frequent changes in the rapidly evolving market for cryptographic tokens, digital assets and blockchain technology, Brickken may still be subject to lawsuits, settlements, fines or sanctions, or may have to restructure its operations and activities or stop offering certain products or services, all of which could damage Brickken's reputation or lead to increased operating costs, which in turn may have a material adverse effect on the SmartContract(s), the dashboard, the landing page/or the dApp; and

j. Any Token, Token Offering, Project, fundraising activity, Token distribution, Token transfer, Token-related activity, or any expectation of value, utility, performance, legality, or profitability relating thereto.

10.2. Based on the foregoing, to the extent legally possible, You agree to hold Brickken harmless for any losses, damages, fines and expenses arising from or related to any claim due to the above situations.

10.3. To the maximum extent permitted by applicable law, in the event Brickken is found liable for any matter not otherwise excluded under these T&Cs, Brickken's total aggregate liability arising out of or relating to the Website, dApp, dashboard, landing pages, smart contract functionalities, or related services shall be limited to the total amount paid by the relevant Issuer to Brickken during the one (1) month period immediately preceding the event giving rise to such liability, less any refunds or credits received from Brickken.

11.1. You agree to pay all fees, amounts and taxes applicable to the service contracted through the Website, the dApp, a separate service agreement, subscription plan and/or any other pricing conditions communicated by Brickken.

11.2. In the event that You do not pay any undisputed amount by its corresponding due date, Brickken reserves the right to suspend, restrict or terminate Your access to the Website, the dApp, the dashboard, APIs, landing pages and/or any related functionalities until all outstanding amounts have been fully paid.

11.3. Any overdue amount may accrue interest at the maximum rate permitted by applicable law from the applicable due date until full payment is received.

11.4. You acknowledge and agree that Brickken may condition access to certain services, functionalities and/or support on the timely payment of all applicable amounts.

12.1. Unless otherwise agreed in a separate service agreement, subscription plan or other written agreement with Brickken, the services provided through the Website and the dApp may automatically renew for successive periods.

12.2. You may terminate your relationship with Brickken by providing at least ninety (90) days prior written notice before the end of the applicable subscription or renewal period.

12.3. In the event that You do not provide the notice indicated above within the corresponding period, the applicable services and/or subscription will automatically renew and You will remain responsible for the payment of the corresponding fees and amounts applicable to the renewed period.

13.1. Intellectual and industrial property rights refer to each and every one of the rights that may be provided to brands, inventions, useful models, designs, software, know-how, design, techniques, processes, computer programs (including source codes), registered or not, including registration requests, rights to technical documentation, methodologies, business model, Website, Smart Contract(s), dApp and its features, trade secrets and industrial, know-how and also copyright, and other intellectual property objects (hereinafter, "Intellectual Property Rights").

13.2. Based on the foregoing, the Property Rights will remain the property of Brickken at all times. In this sense, You accept that the use of the dApp, the landing page and any other functionalities do not imply the acquisition of any Intellectual Property Rights.

13.3. Furthermore, You understand that Brickken is a registered trademark with the European Union Trademark Registration Office. Therefore, any use of said brand or domain by third parties is expressly prohibited, as is copying, transmitting, modifying or deleting the information, content or warnings from the Website and/or the dApp.

14.1. By performing a TO and using the dApp, You agree to comply with all applicable laws, including, but not limited to, anti-corruption laws and regulations and applicable laws regarding bribery, extortion and kickbacks.

15.1. Brickken will not be responsible for the non-execution, total or partial, of the content of these T&C due to a fortuitous event or force majeure; acts of war, hostility or sabotage; pandemics; epidemics; interruption of telecommunications, Internet or electricity services; government restrictions; or any other event beyond Brickken's reasonable control ("Force Majeure Event").

15.2. As a general rule, Force Majeure Event and the events derived from it will not be cause for resolution of the T&C, unless said situation lasts for more than thirty (30) days. If after this period Brickken considers it necessary, it may resolve these T&C.

16.1. All information provided by Brickken is for informational purposes only and should not be construed as professional advice.

16.2. Therefore, We strongly recommend that before making any financial, legal, or other decisions involving or/and arising from the information appearing on the dApp, landing page, etc., You seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. In this sense, if You consider it appropriate, You can contact an Expert Collaborator.

17.1. Brickken may terminate the relationship formalized with You when it detects unauthorized or supposedly unauthorized use of the dApp, the landing page, the TO process, etc. If Brickken exercises this power, it will not assume any obligation and/or liability towards You.

18.1. In case you have any questions, queries or comments about the T&C and/or access, use, features, etc. of the Website, dApp, landing page, dashboard, TO procedure, etc., please contact Brickken at the following email address: [email protected].

19.1. These T&Cs will be governed and interpreted in accordance with Spanish legislation, except in those matters in which a mandatory rule applies.

19.2. Furthermore, any dispute arising out of or in connection with the T&C shall be submitted exclusively to the jurisdiction of the courts of Barcelona, Spain.

20.1. Prevalence: In the event of a conflict between the terms of the Service Agreement and these T&Cs, the agreed provisions of the Service Agreement will prevail, reflecting the intent and agreement between You and Brickken.

20.2. Assignment: Brickken will have the right to assign its contractual position to another company.

20.3. Divisibility: If any of the provisions of these T&C are declared null, invalid or inapplicable, said declaration will not affect the remaining provisions of the same.

20.4. Amendments: Brickken reserves the right to modify these T&C from time to time. Therefore, Brickken encourages You to consult them regularly. In this sense, by using the dApp, You agree to be bound by any modification of these T&C.

May 13, 2026