1. Brickken reserves the right to accept or reject the activation of a profile on the Marketplace. It also reserves the right to deactivate or suspend a profile created on the dApp and/or the Marketplace at any time if it violates these Contributor Terms and Conditions ("T&Cs").  

2. When registering on the Marketplace, you must provide accurate, complete and updated information, and not create an account for fraudulent or deceptive purposes. You are responsible for maintaining the confidentiality and security of your password and for any activity performed on your account.

3. Requests for the contracting of services are made through direct chat between the Partner and the Client, where the terms of service are agreed upon.

4. Collaborators are obliged to fulfill orders placed by Clients and not to cancel them without just cause, as such cancellation of orders may affect the reputation and status of the Collaborator and Brickken.

5. We respect your privacy. You can consult our Privacy Policy  for more information.

1. Definitions

1.1. You/Collaborator: a natural or legal person with extensive knowledge in a specific subject related to issuance of digital assets (legal, marketing, finance, etc.), who will promote your services on the Marketplace. For the avoidance of doubt, these T&Cs will apply to you, if you place your services through the Marketplace (concept defined below), regardless of whether you act on behalf of yourself as a natural person or on behalf of an organization. Therefore, in any case, whether you act directly or on behalf of a company, in these T&Cs you will be referred to as You.

1.2. Client(s):individual(s) or legal entity(ies) who havecontracted Brickken's technology, and who are interested in acquiring orhave already acquired its services offered in the Marketplace. In this regard,it is essential to take into consideration that Brickken will not be anintegral part of the commercial relationship between You and the Client(s)in relation to the services that You will provide to them.

1.3. BKN:ethereum-based ERC-20 utility token that enables transactions within the dAppas well as running and deploying all relevant functionalities. For theavoidance of doubt, since the BKN is a utility token, it does not grant anyrights, dividends, interests, shares, proxy rights or rights to participate inany Brickken shareholder meetings.

1.4. FIAT currency: any currency issued by a central government. Examples of FIAT currencies include the U.S. dollar, the euro, among others

1.5. dApp: the decentralized application created by Brickken that runs on a decentralized network and works autonomously, where you will have your access through the Website and where the Clients will make their issuance of digital assets.

1.6. Marketplace: space that is interlinked with the dApp where different Partners can list their products or services and Clientss can browse and buy in one place.

1.7. Gas fees: fees or commissions paid on a blockchain network, such as Ethereum, to conduct transactions or execute smart contracts.

2. Quem somos nós?

2.1. Somos a Brickken Solutions, S.L. (doravante,”Brickken"or "We") a Spanish companywith registered office at Llacuna Street, number 162, module 308 (Barcelona),08018.“ou”“) uma sociedade limitada espanhola com sede na Rua Llacuna, número 162, módulo 302 (Barcelona), 08018.

2.2. Somos uma empresa devidamente registrada no Registro Comercial de Barcelona, Espanha, com o CIF B67557603.

2.3. Nesse sentido, queremos informar que somos os desenvolvedores do site e do DApp que você está usando, nos quais você pode realizar um TO, por meio de seu próprio painel e página de destino.

3. Propósito

3.1. O objetivo destes T&C é regular o relacionamento entre você e a Brickken.

4. Procedimento do TO

4.1. O Emissor deve primeiro concluir os procedimentos KYC necessários e assinar o Contrato de Licença correspondente com a Brickken.

4.2. Posteriormente, o Emissor deve pagar a taxa correspondente descrita no Contrato de Licença de acordo com o tipo de licença contratada, e é então que a Brickken fornecerá acesso ao DApp para realizar o processo de TO.

4.3. Brickken reserves the right to accept or reject the activation of a profile on the dApp and/or the Marketplace. It also reserves the right to deactivate or suspend a profile at any time if it violates the stated T&Cs.

5. Nenhuma responsabilidade pela Soft Cap

5.1. Once your profile is activated in the Marketplace, you have the possibility to publish the different services you offer. For this purpose, please note that each service must have a detailed description and an indicative price.

5.2. You acknowledge and agree that it is your sole responsibility to obtain a general liability insurance policy with sufficient coverage amounts to cover all risks associated with the provision of your services. In the event that you do not have an insurance policy, you agree to have sufficient solvency to meet any liability arising from the services you provide.

5.3. In addition, although the business relationship for the provision of services is between you and the Client, as the Marketplace is owned by Brickken, you understand that Brickken reserves the right to regularly evaluate your professionalism and compliance with certain professional standards. If your profile and services do not meet such standards, Brickken reserves the right to take action, including removing your profile and services from the Marketplace.

5.4. You acknowledge and agree that Brickken assumes no responsibility for the quality, delivery or performance of the services it offers. You shall be solely responsible for your services and any consequences arising therefrom. Brickken acts as a connecting platform between Contributors and Clients, and not as a provider of the services itself.

6. Conheça seu cliente ou conheça seu procedimento comercial

6.1. You represent and warrant that your content:

A. shall not infringe or misappropriate any copyright, patent, trademark, trade secret or other intellectual property right or right of publicity or privacy of any person;

B. shall not violate any law or regulation;

C. shall not be defamatory or constitute commercial libel;

D. shall not be obscene or contain child pornography;

E. shall not contain the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons;

F. shall not contain material related to terrorist activities;

G. shall not include incomplete, false or inaccurate information about you, your services, capabilities, prices, etc.; and/or

H.   not contain viruses or other computer programs designed to damage,detrimentally interfere with, secretly intercept or expropriate any system,data or personal information.

6.2. At Brickken's discretion, if content is identified that violates these provisions, we reserve the right to take action, including removal of the content and suspension of your account.

6.3. You acknowledge and agree that it is your responsibility to ensure that your content complies with all applicable laws and regulations. You further agree to indemnify and hold Brickken harmless from any claim or legal action related to the content and/or services you post and/or provide.

7. Base “COMO ESTÁ”

7.1. For your information, anyrequest for contracting your services will be made through the direct chatbetween You and the Client, where the terms of service are agreed upon. ThisChat is located in the Marketplace.

 

7.2. You agree to use DirectChat in an appropriate and respectful manner. Offensive, threatening, orinappropriate messages are not permitted. Brickken reserves the right tosuspend or disable your profile if you violate these conditions.

8. Plataforma especializada e isenção de responsabilidade

8.1. You will be able to choose in agreement with your Clients the most convenient way for them to pay for the services you are going to provide.

8.2. Based on the foregoing, if they decide that the payment will be made within the Marketplace through the Payment Service Provider, referenced in Clause 9, it will follow the following flow:

  1. Before providing your services, you will have the possibility to send a quotation to the Client through the Chat in the Marketplace.
  2. If this quotation is accepted by the Client, you must make a payment request through the Marketplace.
  3. Once the Client makes the payment, the amount will be released in his favor before starting his services.
  4. In this case, You understand that due to Your use of the Marketplace and the dApp a fee will be generated in favor of Brickken. In this case, such fee will be automatically collected in favor of Brickken through the Payment Service Provider.
  5. Subsequently,Brickken will send you an email with the corresponding invoice containing thespecification of the fee charged for the use of the Marketplace and the dApp,as described in point "4" above.
  6.  Finally, itshould be noted that the Client, once the service(s) has been provided, willhave the possibility of confirming whether it has been satisfactorilyfulfilled.

8.3. On the other hand, if theydecide that the payment procedure should take place outside the Marketplace, itwill follow the following flow:

  1. Beforeproviding your services you will have the possibility to send a quotationthrough the Marketplace.
  2. For these purposes, the Client shall make thecorresponding payment in its favor by means of transfer.
  3. Once you have received the payment, you must inform Brickken ofthis situation, and you must pay Brickken the amount related to the feegenerated by the use of the Marketplace and the dApp by means of a transfer infavor of Brickken.
  4. Finally, Brickken shall issue in your favor the correspondinginvoice for the fee referred to in point "3" above and generated bythe use of the Marketplace and the dApp.

 

8.4. It is essential toemphasize that the name of the Collaborator and the receiving account where theClient makes the payment must belong to the same person. This measure isimplemented to ensure the integrity and security of transactions in our dAppand Marketplace.

 

8.5. In connection with theforegoing, you acknowledge and agree that the fee to be applied for the use ofMaketplace and dApp is variable. In this sense, Brickken in order to establishparameters as beneficial to you as possible, has decided to determine that thefees vary with the aim of rewarding those partners who bring added value toBrickken, as this company is a technology provider to its clients. ThereforeBrickken, has decided to base the fee to be paid according to the followingparameters:

 

  1. If the Client makes the payment on your behalf at FIAT the fee will vary as follows depending on the level you have acquired according to your performance as a Collaborator:
    • BasicLevel: You will be considered a Basic Level if You have provided between zero(0) and nine (9) services to different Clients through the Marketplace. In thiscase, the total fee payable to Brickken will be the amount equal to twentypercent (20%) of the total amount paid by each Client until You move to thenext level. For clarification purposes, both for this section "a" andsubsequent sections, when we refer to your service having been provided through the Marketplace, we mean that you have been contacted by a Brickken customer onthat platform viaChat, you have issued a quote in this regard, this has been accepted, andfinally the Client has made the corresponding payment. This does not preventyou from using other channels, such as email, in order to provide your servicesas diligently as possible.
    • Bronze Level: You will be considered a Bronze Level if You have provided at least ten (10) services and a maximum of forty-nine (49) services to different Clients through the Marketplace. In this case, the total fee payable to Brickken will be the equivalent of eighteen percent (18%) of the total amount paid by each Client until You move to the next level.
    • Silver Level: You will be considered a Silver Level if You have provided a minimum of fifty (50) services and a maximum of ninety-nine (99) services to different Clients through the Marketplace. In this case, the total fee to be received by Brickken will be the amount equivalent to fifteen percent (15%) of the total amount paid by each Client until You become part of the next level.
    • Gold Level: You will be deemed to have a Gold Level if you have performed at least one hundred (100) or more services for different Clients through the Marketplace. In this case, the total fee payable to Brickken will be the equivalent of twelve percent (12%) of the total amount paid by each Client.
  2. If the Client makes the payment in BKN, a discount of fifty percent (50%) will be applied to the installment to be paid, being the percentage of referents for the calculation of the installment as follows:
    • Basic Level: In this case, the fee for the use of the Marketplace and the dApp will be the amount equivalent to ten percent (10%) of the total amount paid by each Client that has received its services through the Marketplace until You become part of the next level.
    • Bronze Level: In this case, the fee for the use of the Marketplace and the dApp will be the amount equivalent to nine percent (9%) of the total amount paid by each Client that has received its services through the Marketplace until You become part of the next level.
    • Silver Level: In this case, the fee for the use of the Marketplace and the dApp will be the amount equivalent to seven point five percent (7.5%) of the total amount paid by each Client that has received its services through the Marketplace until You become part of the next level.
    • Gold Level: In this case, the fee for the use of the Marketplace and the dApp will be the amount equivalent to six percent (6%) of the total amount paid by the Client that has received its services through the Marketplace.

8.6. In order to protect against fraud, unauthorized transactions (such as money laundering), claims or other liabilities, payment information related to withdrawals is collected by Brickken or Brickken's Payment Service Providers (defined in the following clause). The Payment Service Providers may also collect other information necessary to process withdrawal payments.

8.7. You are responsible for payment of any other taxes required by applicable law and acknowledge that you are not relying on the future availability of any service, program or upgrade in entering into any payment obligations.

8.8. You agree to receive invoices and/or payment receipts from Brickken in electronic form, in PDF document format, via e-mail

8.9. Finally, You acknowledge and understand that additional charges may apply, such as "gas fees" or transaction fees, which are not included in the prices listed in clause 8.5. You are solely responsible for such charges and agree to pay them separately.

9. Reconhecimentos e compromissos do Emissor

9.1. You acknowledge and agree that Brickken may use the services of Payment Service Providers to facilitate financial transactions between Clients on our dApp and Marketplace. These Payment Service Providers may be related entities, affiliates or other third parties designated by Brickken.

9.2. Brickken informs you that Stripe Spain, S.L., a limited liability company registered with the Chamber of Commerce under registration number B88501820, is one of the Payment Service Providers used when making payments within the Marketplace as indicated in Clause 8.2.

9.3. By using Brickken's services, You agree that payments made through our Marketplace will be processed by these Payment Service Providers, which may collect and process financial and payment information necessary to facilitate transactions, including but not limited to credit card, bank account or other payment method data.

9.4. In no event shall Brickken be liable for any loss, damage or liability resulting from the negligence, acts or omissions of the Payment Service Providers beyond the authority granted by Brickken.

9.5. Brickken does not store or have access to the full details of your financial and payment information as it is handled directly by the Payment Service Providers. By providing your financial and payment information, you acknowledge and agree that such information will be processed by the Payment Service Providers in accordance with their own policies and procedures.

10. Exclusão de garantias e limitação de responsabilidade

10.1 Brickkeninforms you that Onramper Technologies B.V., Herengracht 420, 1017BZ Amsterdam,The Netherlands, has been included in the dApp.

10.2 The purpose of including such a company in the dApp is to provide you with an aggregator that offers multiple fiat-to-crypto or crypto-to-fiat converters within third parties within a single interface.

10.3 It is important to note that if you use Onramper Technologies B.V., you are solely responsible for your relationship with Onramper Technologies B.V. and you will hold Brickken harmless for any liability, obligation or damages arising out of or related to the relationship between you and Onramper Technologies B.V..

11. Direitos de propriedade intelectual e marcas registradas

11.1. The dApp, the Marketplace and the BKN are provided "AS IS". Therefore, Brickken expressly disclaims any warranties, representations and conditions of any kind, whether express or implied, including, but not limited to fitness, completeness, behavior, accuracy, merchantability and/or fitness for a particular purpose.

11.2. You acknowledge and understand that working with blockchain technology, use of the dApp and the Marketplace involve certain risks. These risks may include, but are not limited to, technology failures, network instability, hacking, fraud, regulatory changes and other unforeseen events. You agree that Brickken shall not be liable for any loss, damage or liability arising from such risks.

12. Conformidade

12.1 Brickken does not warrant that the dApp and/or the Marketplace will be uninterrupted or error-free. In addition, Brickken, to the maximum extent permitted by applicable law, will not be liable for damages resulting from:

  1. The information that your Client(s) have provided;
  2. Use the dApp and/or the Marketplace;
  3. The relationship you have with your Client(s);
  4. Deficiencies in server service, or communication networks, or problems resulting from the malfunction or use of non-optimized versions of browsers;
  5. Interferences, omissions, interruptions, computer viruses, breakdowns and/or disconnections in the operative functioning of the electronic system or of the devices and computer equipment;
  6. Delays or blockages in use caused by Internet or blockchain deficiencies or overloads;
  7. Access by minors to the contents of the dApp and/or Marketplace when false, incorrect or misleading information and/or data is used;
  8. Attacks by hackers or other malicious groups or organizations that may attempt to interfere with the dApp and/or Marketplace in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, sibylline attacks, smurfing, spoofing, etc;
  9. Unintentional errors or weaknesses that may adversely affect the dApp and/or Marketplace;
  10. Damages derived from the malfunctioning of the Internet access providers or the network, Force Majeure or any other unforeseen contingency;
  11. Failures or incidents that may occur in communications, deletion or incomplete transmissions so that there is no guarantee that the services of the dApp and / or Marketplace are constantly operational;
  12. Delays or blockages in the use caused by deficiencies or overloads in the Internet or in other electronic systems that may be caused by third parties through illegitimate intromissions; and
  13. 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 governmental authorities may scrutinize Brickken's operations and/or take legal action against Brickken. Such governmental activities may or may not target Brickken in particular. Although Brickken is undertaking best efforts 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 penalties, or may have to restructure its operations and activities or cease offering certain products or services, all of which could damage Brickken's reputation or lead to higher operating costs, which in turn may have a material adverse effect on the dApp and/or Marketplace.

12.2. Basedon the foregoing, to the fullest extent legally possible, You agree to holdBrickken harmless from any and all losses, damages, penalties and expensesarising out of or related to any claims arising out of the foregoing.

13. Força maior

13.1. In connection with any comments, suggestions or other input provided by You and/or Your Clients regarding the dApp and/or Marketplace, as well as the services You provide (collectively, the "Feedback"), Brickken shall have exclusive, royalty-free, fully paid-up, perpetual, irrevocable, worldwide rights to such Feedback.

13.2. However, Brickken shall have no obligation whatsoever to implement Feedback it has received.

14. Sem aconselhamento profissional

14.1 Intellectual and industrial property rights refer to any and all rights that may be provided to trademarks, inventions, useful models, designs, software, know-how, design, techniques, processes, computer programs (including source codes), whether registered or not, including applications for registration, rights to technical documentation, methodologies, business model, BKN, dApp and its features, trade and industrial secrets, know-how and also copyrights, and other objects of intellectual property (hereinafter referred to as "Intellectual Property Rights").

14.2. Based on the foregoing, the Proprietary Rights shall at all times remain the property of Brickken. In this regard, You agree that the use of the dApp and/or Marketplace and any other functionalities do not imply the acquisition of any Intellectual Property Rights.

14.3. You also understand that Brickken is a registered trademark with the Trademark Registration Office of the European Union. Therefore, any use of such trademark or domain by third parties, as well as copying, transmitting, modifying or deleting the information, content or warnings of the dApp is expressly prohibited.

14.4. For clarification purposes, Brickken informs you that in no case will the information and/or documentation that you provide to your Clients generate acquisition rights in favor of Brickken.

14.5. By using the dApp and the Marketplace, you agree that Brickken may use your corporate image (logo) in various promotional media, such as websites and/or blogs, social networks, catalogs and/or corporate brochures, among others, and Brickken agrees to treat them respecting, at all times, the right to the honor and image of your brand.

15. Duração

15.1. Due to your relationship with your Clients and/or Brickken it is possible that certain confidential information may be disclosed.

15.2. By way of example and not limitation, "Confidential Information" shall mean information, whether oral, graphic or written, in electronic or any other form pertaining or relating to Brickken and/or the Clients, its business or its clients, business plans, affairs or activities, including Know How, trade secrets and other information of a confidential nature, including, without limitation, all information, software, codes, industrial and commercial techniques in any form whatsoever.

15.3. Accordingly, you agree to protect such confidential information from any unauthorized use or disclosure.

15.4. You hereby agree to treat any information received from Clients and/or Brickken as highly confidential, top secret and classified material.

16. Atendimento ao cliente

16,1. Caso você tenha dúvidas, dúvidas ou comentários sobre os T&C e/ou acesso, uso, recursos etc. do Site, DApp, página de destino, painel, procedimento de TO, etc., entre em contato com a Brickken no seguinte endereço de e-mail: [email protected].

17. Lei aplicável e jurisdição

17.1. Brickken shall not be liable for its failure to perform, in whole or in part, the contents of these T&Cs due to acts of God or force majeure; acts of war, hostility or sabotage; pandemics; epidemics; interruption of telecommunications, Internet or electrical services; governmental restrictions; or any other event beyond Brickken's reasonable control ("Force Majeure Event").

17.2. As a general rule, Force Majeure and events arising therefrom shall not be grounds for termination of the T&Cs, unless such situation lasts for more than thirty (30) days. If Brickken deems it necessary after this period, it may terminate the T&Cs.

18. Miscelânea

18.1. Brickken may terminate its relationship with You when it detects unauthorized or suspected unauthorized use of the dApp and/or the Marketplace. In the event that Brickken exercises this power, Brickken will not assume any obligation and/or liability to You.

19. Disputes and cancellations

19.1. In the event of any dispute, controversy or claim arising in connection with the use of the dApp and/or the Marketplace, You acknowledge and agree that Brickken is not responsible for resolving such disputes. It is the sole responsibility of the Contributors and Clients involved in the dispute to settle and resolve any dispute.

19.2. Based on the above, Brickken recommends that you try to resolve any disputes that may arise amicably with your Client.

19.3. It is important to note that Brickken assumes no responsibility for the resolution of disputes, claims and/or possible indemnification that may arise in favor of Clients. For these purposes, Brickken will only voluntarily provide the necessary support to facilitate communication and understanding between the parties, but does not have the ability to impose a solution or guarantee a specific outcome.

20. Customer service

20.1. Should you haveany questions, concerns, or comments about the T&Cs and/or the access, use,features of the dApp and/or Marketplace please contact Brickken at thefollowing email address: [email protected].

21. Applicable law and jurisdiction

21.1. These T&Cs shall be governed by and construed in accordance with Spanish law, except in those matters in which a mandatory rule is applicable.

21.2. In addition, any dispute arising between Brickken and You in connection with the T&Cs shall be subject exclusively to the jurisdiction of the courts of Barcelona, Spain.

22. Miscellaneous

22.1 Assignment

Brickken shall have the right to assign its contractual position to another company.

22.2 Divisibility

Should any of the provisions of these T&Cs be declared null, invalid or unenforceable, such declaration shall not affect the remaining provisions of these T&Cs.

22.3 Amendments

Brickken reserves the right to modify these T&Cs from time to time. Brickken therefore encourages you to consult them regularly. In this regard, by using the dApp, you agree to be bound by any changes to these T&Cs.

22.4 Prevalence

In the event that a Partner has entered into a private contract with Brickken, the contents of such document shall also apply to the relationship between the Parties.

July11, 2023