TERMS OF USE

Last updated: April 6, 2026

1) Agreement to Terms

These Terms of Use (“Terms”) are a binding agreement between Token Interest LLC (“Token Interest,” “we,” “us,” “our”) and you (“you”) governing your access to and use of www.tokeninterest.finance and any related sites, apps, or services we operate (collectively, the “Site,” the “Services,” and the “Platform”), including facilitating access to Regulation Crowdfunding offerings. For purposes of these Terms, “Platform” refers to the integrated system through which offerings are displayed, accessed, and transacted.

By accessing or using the Site or Platform, you agree to these Terms. If you do not agree, do not use the Site. Supplemental terms (e.g., offering documents, risk disclosures, privacy policy, cookie policy, issuer agreements) are incorporated by reference. In the event of a conflict, the terms of a specific offering or applicable disclosure will control with respect to that offering. We may update these Terms by posting a revised version with a new “Last updated” date. By using the Site, you consent to receive all communications, disclosures, and notices electronically, including those required under applicable securities laws. You are responsible for maintaining access to the internet and a valid email address to receive such communications. You agree that such electronic communications satisfy any legal requirement that such communications be in writing. By creating an account, checking an acceptance box, or otherwise affirmatively indicating your agreement, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not consent to electronic communications, you may not use certain Services.

The Site is intended for U.S. users age 18+. Access in other jurisdictions is at your own initiative and risk; you are responsible for applicable local laws. Access to certain Services may be restricted or conditioned based on compliance, regulatory, or eligibility requirements. We do not guarantee that the Site, Services, or Platform will be available at all times or without interruption. You should not rely on the continued availability of the Site or any specific feature. Continued use of the Site or Platform after the effective date of the updated Terms constitutes acceptance of the revised Terms.

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2) Regulatory Status; No Investment Advice

We operate a funding portal facilitating exempt offerings under Regulation Crowdfunding (“Reg CF”). We are subject to the Securities Exchange Act of 1934, as amended, and the rules of the U.S. Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”) applicable to funding portals. We act solely as an intermediary platform and are not a broker-dealer.

The presence of an offering on the Site or Platform does not constitute approval, endorsement, or verification by Token Interest. Any highlighting, ranking, or sorting of offerings is based on objective criteria applied consistently and is not intended to recommend or promote any particular offering.

We do not:

• provide investment, legal, tax, or accounting advice;
• recommend or endorse any security; or
• solicit purchases, handle investor funds or securities, or compensate persons for solicitation beyond what is permitted under Reg CF.

Any educational materials or information provided on the Site or Platform are for informational purposes only and do not constitute investment advice or recommendations. You are solely responsible for your investment decisions and for consulting your own legal, tax, and financial advisors. We do not owe you any fiduciary duties.

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3) Fraud-Prevention, Identity Verification & Sanctions 

We implement risk-based measures—such as identity verification, background checks, and securities-regulatory history checks—reasonably designed to reduce the risk of fraud and comply with Regulation Crowdfunding (e.g., Rule 301). We may request government-issued identification or other information, and we may screen against sanctions or watchlists. We may conduct ongoing monitoring of accounts and activities for compliance and fraud-prevention purposes. Identity verification for investors may be conducted through automated processes, including through third-party service providers such as escrow or payment processors. Issuers may be subject to additional manual review, including background and regulatory checks.

We may deny, suspend, or terminate access to the Site, Services, or Platform based on the results of these checks. We also may collect and share information with third-party providers, including escrow agents, to enable their Customer Identification Program (“CIP”) and other legal or regulatory requirements. We do not provide or represent that we operate a broker-dealer anti-money laundering (“AML”) program unless we expressly state otherwise. Failure to provide requested information may result in restricted access or inability to participate in offerings.

You represent and warrant that: (i) the information you provide is true, accurate, and complete; (ii) you are not subject to U.S. sanctions (including those administered by the Office of Foreign Assets Control (“OFAC”)) and are not located in a prohibited jurisdiction; and (iii) you will promptly update any information that changes. You agree to provide accurate information as requested to support our fraud-prevention measures and the CIP requirements of our third-party service providers.

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4) Accounts & Security

You may need an account to access certain Services or features of the Platform. You may not create multiple accounts without our permission. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other suspected breach of security.

We may reclaim usernames and may suspend, restrict, or terminate your account or access to the Site, Services, or Platform for violations of these Terms or where we reasonably believe such action is necessary for security, legal, or compliance purposes, with or without notice. To the fullest extent permitted by law, we are not liable for any losses resulting from unauthorized access to or use of your account.

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5) Issuer Participation (Reg CF)

Issuers must meet Regulation Crowdfunding (“Reg CF”) eligibility requirements, complete our diligence processes, and satisfy applicable Form C filing and disclosure obligations. We may take steps to establish a reasonable basis for believing that issuers comply with applicable requirements under Reg CF. We do not independently verify all issuer information and do not guarantee the accuracy or completeness of any issuer-provided information. Issuers are solely responsible for the accuracy and completeness of their disclosures, for providing required updates (including material changes), and for compliance with applicable securities laws.

We may reject, suspend, or remove an offering at any time, including for compliance concerns, “bad actor” disqualification, risk of fraud or investor harm, or as otherwise required by law or regulation. Our decision not to remove or suspend an offering does not constitute approval, endorsement, or verification by Token Interest. If an issuer makes a material change to an offering, investors may be required to reconfirm their investment commitments in accordance with applicable law.

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6) Investor Participation; Limits; Cancellations

Investing through the Platform is subject to Regulation Crowdfunding (“Reg CF”) investor limits unless you validly qualify as an accredited investor under applicable rules. We may rely on your representations regarding your compliance with applicable investment limits unless we have a reasonable basis to question their accuracy. By making an investment, you acknowledge that you have reviewed the issuer’s offering materials, including the Form C, and understand the risks associated with the investment. Investments made through the Site or Platform are illiquid and subject to restrictions on resale under applicable securities laws.

Funds are held by a designated third-party escrow agent and not by Token Interest, and are subject to the escrow provider’s terms. An offering may close earlier than its stated deadline if permitted under applicable rules, including where target amounts are met and required notice periods are satisfied. If an offering does not close, your funds will be returned in accordance with applicable law and the escrow agent’s procedures.

You may cancel an investment commitment at any time until 48 hours before the offering deadline, or such other time as required under applicable law. If there is a material change to an offering, we will request reconfirmation of your commitment; if not reconfirmed as required, your commitment will be canceled in accordance with applicable law.

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7) Orders, Payments, Fees, Refunds

Payments (e.g., ACH or other methods made available at checkout) are processed by third-party providers (e.g., Dwolla). Token Interest does not hold, custody, or control investor funds or securities. Payment processing and escrow services are provided by third parties, and we are not responsible for their performance, availability, errors, or delays. You authorize us and our third-party service providers to debit or credit your selected account(s) in connection with transactions conducted through the Site or Platform. Refunds are handled in accordance with applicable Regulation Crowdfunding (“Reg CF”) requirements, the terms of the applicable escrow provider, and our posted policies.

We may correct pricing or processing errors and may refuse, cancel, or limit transactions that we reasonably believe involve fraud, non-compliance, or violations of these Terms. After the applicable cancellation period has expired, investment commitments may become irrevocable except as required by applicable law. Any applicable fees will be disclosed prior to completing a transaction. You acknowledge that ACH and other electronic payment methods may involve processing delays and risks outside our control.

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8) Offering Summaries; No Guarantees

Any summaries, highlights, or rankings of offerings are provided for convenience only, are based on objective criteria applied consistently, and are qualified in their entirety by the issuer’s Form C and offering documents. We do not independently verify the accuracy or completeness of issuer-provided information. Offering materials may contain forward-looking statements that are subject to risks and uncertainties. Past performance is not indicative of future results. You may lose all or part of your investment.

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9) User Content; Forums; Communications

You may post comments or other content (“User Content”). You agree not to post unlawful, infringing, misleading, confidential, or abusive material. User Content, including comments and discussions, does not constitute investment advice or recommendations by Token Interest, and we do not endorse or verify User Content. You grant us a non-exclusive, worldwide, royalty-free license to host, display, reproduce, and distribute your User Content in connection with operating the Site and Platform. We may monitor, moderate, remove, restrict, or disable User Content at our discretion, including for compliance with applicable laws and securities regulations.

Public areas of the Site or Platform may be visible to other users; you should not post personal, confidential, or sensitive information. Users who promote or discuss offerings and have received or expect compensation must clearly and prominently disclose the nature of such compensation. We may record, monitor, and retain communications (including Q&A and other interactions) as required by applicable laws and for compliance purposes. We may require users to post under their real identity or account profile.

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10) Prohibited Conduct

You agree not to:

• violate applicable laws or third-party rights;
• misrepresent your identity, income, net worth, investment experience, or accreditation status;
• attempt to manipulate discussions, investment activity, or the appearance of any offering;
• use scraping, bots, or unauthorized automated means to access or interact with the Site or Platform;
• upload malware, introduce harmful code, or interfere with the operation or security of the Site or Platform;
• harvest data, engage in unsolicited communications, or spam users;
• create multiple accounts or otherwise attempt to circumvent investment limits, identity verification processes, or platform controls;
• engage in conduct intended to artificially influence the appearance, demand, or success of an offering;
• access or use the Site or Platform if you are subject to sanctions or located in a prohibited jurisdiction;
• impersonate any person or entity or misrepresent your affiliation with any issuer or other party; or
• attempt to circumvent or compromise security or access controls.

We may investigate violations of these Terms, suspend or terminate accounts, cancel or restrict transactions, and cooperate with regulators, law enforcement, or other authorities as required or appropriate.

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11) Intellectual Property

The Site, Platform, and all content, materials, and trademarks available through them are owned by Token Interest or its licensors and are protected by applicable intellectual property laws. No rights are granted to you except as expressly set forth in these Terms. We grant you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Site and Platform solely for their intended purposes. This license may be terminated at any time in our sole discretion.

Except as expressly permitted by these Terms or applicable law, you may not copy, reproduce, modify, distribute, publicly display, perform, create derivative works from, reverse engineer, or otherwise exploit any portion of the Site, Platform, or content without our prior written consent. You may not use the Site, Platform, or content for any commercial purpose without our prior written consent. If you provide suggestions, feedback, or ideas regarding the Site or Platform (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback without restriction or compensation to you.

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12) Third-Party Services & Links

The Site and Platform may integrate with or provide access to third-party websites, tools, and service providers (including payment processors and escrow agents). Your relationship with such third parties is solely between you and those providers. We do not control, endorse, or assume responsibility for any third-party services. To the fullest extent permitted by law, we are not liable for any acts, errors, omissions, interruptions, delays, or failures of third-party providers, including those related to payment processing, escrow services, or identity verification. Token Interest does not hold, custody, or control investor funds.

Your use of third-party services is subject to those providers’ terms, conditions, and privacy policies. Certain features of the Site or Platform may depend on third-party services, which may change, be suspended, or become unavailable at any time without notice.

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13) Privacy; Cookies; E-Sign

Our Privacy Policy and Cookie Policy describe how we collect, use, and disclose information and are incorporated into these Terms by reference. By accessing or using the Site or Platform, you consent to receive all communications, disclosures, notices, and records electronically, including those required under applicable securities laws, and to transact using electronic signatures and records to the fullest extent permitted by applicable law, including the Electronic Signatures in Global and National Commerce Act (ESIGN) and applicable state laws (e.g., UETA).

You acknowledge that we may retain records of transactions, communications, and agreements as required by applicable law and for compliance purposes. You are responsible for maintaining the hardware, software, and internet access necessary to access, receive, and retain electronic communications. If you withdraw your consent to receive electronic communications, we may restrict or terminate your access to some or all Services. If you do not consent to electronic records and signatures, you may not use the Site or certain Services.

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14) DMCA

If you believe that content on the Site or Platform infringes your copyright, you may submit a notice pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)) to our designated Copyright Agent:

Attn: Copyright Agent
Token Interest LLC
4897 Glasmann Way, South Ogden, UT 84403, USA
support@tokeninterest.finance

Your notice must comply with the requirements of 17 U.S.C. § 512(c)(3), including statements made under penalty of perjury. Upon receipt of a valid notice, we may remove or disable access to the allegedly infringing content and may notify the user who posted the content. We may accept and process valid counter-notifications in accordance with applicable law. We reserve the right to terminate, in appropriate circumstances, accounts of users who are repeat infringers.

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15) Site Management

We reserve the right, in our sole discretion, to monitor, review, restrict, remove, or disable content; limit, suspend, or terminate access to the Site or Platform; and take any other actions we deem necessary to protect our rights, users, the integrity of offerings, and compliance with applicable laws and regulations.We may cancel or restrict transactions, remove or suspend offerings, or limit participation where we reasonably believe such action is necessary for compliance, fraud prevention, security, or platform integrity.

We have no obligation to monitor the Site or Platform or to take action with respect to any content or activity. To the fullest extent permitted by law, we are not liable for any actions taken in good faith to enforce these Terms, maintain the security or integrity of the Site or Platform, or comply with applicable laws, regulations, or legal processes. We may cooperate with regulators, law enforcement, and other authorities and may disclose information as required by law or in connection with investigations or compliance obligations.

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16) Changes; Availability

We may modify, suspend, or discontinue any part of the Site, Platform, or Services at any time, with or without notice, including to comply with applicable laws or regulatory requirements. We do not guarantee that the Site, Platform, or Services will be available at all times or without interruption.

To the fullest extent permitted by law, we are not liable for any outages, interruptions, delays, errors, or data loss. You acknowledge that your use of the Site and Platform is at your own risk and that you should not rely on the continued availability of any feature, functionality, or offering. You are responsible for maintaining your own copies of any information, records, or communications you require.

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17) Disclaimers

THE SITE, PLATFORM, SERVICES, AND ANY CONTENT (INCLUDING OFFERING INFORMATION) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SITE, PLATFORM, OR SERVICES WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED.

NOTHING ON THE SITE OR PLATFORM CONSTITUTES INVESTMENT, LEGAL, TAX, OR ACCOUNTING ADVICE OR A RECOMMENDATION OR SOLICITATION TO BUY OR SELL ANY SECURITY. WE DO NOT VERIFY OR WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY ISSUER-PROVIDED INFORMATION OR CONTENT. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THIRD-PARTY SERVICES, INCLUDING PAYMENT PROCESSORS, ESCROW AGENTS, OR IDENTITY VERIFICATION PROVIDERS. WE DO NOT GUARANTEE ANY INVESTMENT OUTCOME, RETURN, OR LIQUIDITY, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.

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18) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE ARE NOT LIABLE FOR ANY ACTS, OMISSIONS, OR STATEMENTS OF ISSUERS OR THIRD-PARTY SERVICE PROVIDERS, INCLUDING PAYMENT PROCESSORS, ESCROW AGENTS, OR IDENTITY VERIFICATION PROVIDERS. WE ARE NOT LIABLE FOR ANY LOSSES ARISING FROM INVESTMENTS MADE THROUGH THE SITE OR PLATFORM.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, PLATFORM, OR SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO US FOR THE SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT; OR (B) USD $5,000. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. NOTHING IN THESE TERMS LIMITS LIABILITY WHERE SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW, INCLUDING FEDERAL OR STATE SECURITIES LAWS.

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19) Indemnification

You agree to defend, indemnify, and hold harmless Token Interest and its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) your use of the Site or Platform; (ii) your User Content; (iii) your breach of these Terms or applicable law; (iv) your violation of any third-party rights; (v) your participation in any offering or investment through the Site or Platform; (vi) any misrepresentation by you, including with respect to your identity, financial condition, or eligibility to invest; or (vii) your violation of any applicable securities, financial, or regulatory requirements. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with us in the defense of such claims. You may not settle any such claim without our prior written consent if the settlement imposes any liability or obligation on us.

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20) Governing Law; Venue; Arbitration

These Terms and any disputes arising out of or relating to them, the Site, Platform, or Services are governed by the laws of the State of Utah, without regard to conflict-of-laws principles, except to the extent federal securities laws apply.

Good-Faith Resolution

Before initiating arbitration or litigation, the parties agree to attempt in good faith to resolve any dispute through written notice and informal discussions for at least thirty (30) days.

IMPORTANT ARBITRATION DISCLOSURES

THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE AND AGREE AS FOLLOWS: ALL PARTIES ARE GIVING UP THE RIGHT TO SUE IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY, EXCEPT AS PROVIDED BY THE RULES OF THE APPLICABLE ARBITRATION FORUM; ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS; ARBITRATORS MAY NOT BE REQUIRED TO EXPLAIN THE REASONS FOR THEIR DECISIONS; THE PANEL OF ARBITRATORS MAY INCLUDE ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY; THE ABILITY TO BRING CLAIMS IN COURT MAY BE LIMITED; AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND NOT INCONSISTENT WITH FINRA RULES, ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

Dispute Resolution and Forum Selection

Except as otherwise required by applicable law or FINRA rules, any dispute, claim, or controversy arising out of or relating to these Terms, the Site, Platform, Services, or any securities transaction conducted through the Platform shall be resolved by binding arbitration. Where a dispute is subject to arbitration under the rules of the Financial Industry Regulatory Authority (“FINRA”), such arbitration shall be conducted exclusively in accordance with FINRA’s Code of Arbitration Procedure, and FINRA rules shall control. If FINRA arbitration does not apply, the arbitration shall be conducted before a nationally recognized arbitration provider, as mutually agreed by the parties, or, if no agreement is reached, selected in accordance with applicable law. The location of arbitration shall be determined in accordance with FINRA rules where applicable, or, if FINRA does not apply, in Weber County, Utah, unless otherwise required by applicable law. For any disputes not subject to arbitration, the parties agree to the exclusive jurisdiction of the state and federal courts located in Weber County, Utah.

Regulatory and Legal Rights

Nothing in these Terms limits or waives any rights under federal or state securities laws, the right to file a claim in FINRA arbitration where applicable, or the right to file a complaint with the U.S. Securities and Exchange Commission (“SEC”), FINRA, or any other regulatory authority. Token Interest operates as a funding portal and not as a broker-dealer, and arbitration obligations apply only to the extent permitted under applicable law and FINRA rules governing funding portals.

Injunctive Relief; Severability and Survival

Either party may seek temporary, preliminary, or emergency injunctive relief in a court of competent jurisdiction where necessary to protect confidential information, protect intellectual property, or preserve the status quo pending arbitration. If any portion of this arbitration provision is found unenforceable, the remaining provisions shall remain in full force and effect. This section shall survive termination of these Terms.

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21) California Users

If a complaint with us is not resolved to your satisfaction, California residents may contact the California Department of Consumer Affairs, Consumer Information Division, at: 1625 North Market Blvd., Suite N112, Sacramento, CA 95834; (800) 952-5210.

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22) Corrections

The Site and Platform may contain errors, omissions, or inaccuracies. We reserve the right to correct, update, or modify any information at any time, with or without notice, including information relating to offerings provided by issuers. We are not responsible for any errors or omissions in issuer-provided information.

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23) User Data; Backups

We may collect, retain, and process data related to your use of the Site and Platform for compliance, regulatory, and operational purposes, as described in our Privacy Policy. We may retain records as required by applicable laws and regulations, including securities laws and recordkeeping requirements. While we implement reasonable administrative, technical, and organizational safeguards designed to protect data, we do not guarantee that data will be secure, available, or free from loss, corruption, or unauthorized access. You are solely responsible for maintaining your own copies of any records, documents, or communications you require. We do not guarantee that any data stored on or through the Site or Platform will be available at all times or retained indefinitely.

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24) Miscellaneous

These Terms, together with any incorporated policies, disclosures, and offering documents, constitute the entire agreement between you and Token Interest regarding the Site and Platform and supersede all prior or contemporaneous understandings or agreements. Nothing in these Terms creates any partnership, joint venture, agency, or fiduciary relationship between you and Token Interest. If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

We may assign or transfer these Terms, in whole or in part, without restriction. You may not assign or transfer these Terms without our prior written consent. We are not liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, natural disasters, internet or telecommunications failures, labor disputes, or regulatory or governmental actions. No waiver of any provision of these Terms will be effective unless in writing, and no failure or delay in exercising any right will operate as a waiver.

Section headings are for convenience only and do not affect interpretation. These Terms will be interpreted without regard to any rule requiring construction against the drafter. Sections of these Terms that by their nature should survive termination (including, without limitation, intellectual property, disclaimers, limitations of liability, indemnification, and dispute resolution provisions) will survive termination.

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25) Contact

Token Interest LLC
4897 Glasmann Way,
South Ogden, UT 84403, USA
Email: support@tokeninterest.finance
Phone: 801-917-4833

Notices to Token Interest must be sent to the contact information listed above, unless otherwise specified in these Terms. We may provide notices to you electronically, including by email, through the Site or Platform, or by other reasonable means.

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26) Termination