Terms of Service

1. Agreement and acceptance

These Terms govern your access to and use of the Issura platform at issura.capital and any related interfaces (the "Platform"), operated by Issura Pte. Ltd. ("Issura", "we"). By creating an account you confirm that you have read and accept these Terms and the Privacy Policy.

The version of these Terms you accepted is recorded against your account at the time of registration. If we amend them we will publish the amended version with a new version identifier and notify registered users. Continued use after the effective date constitutes acceptance; where an amendment is material we will seek renewed acceptance.

2. What Issura is, and is not

Issura provides technology infrastructure that enables issuers to structure and issue tokenised securities, and enables eligible investors to subscribe for them. Issura is a platform. Specifically, and without limitation:

• Issura does not provide investment, legal, tax or financial advice. Nothing on the Platform is a recommendation to acquire, hold or dispose of any instrument.

• Issura does not manage assets, exercise investment discretion, or act as a fund manager.

• Issura does not take custody of investor funds or tokens. See clause 6.

• Issura does not underwrite, guarantee or endorse any offering. Admission of an issuer to the Platform is not an endorsement of the offering or of the issuer.

• Issura is not a party to the contract between an issuer and an investor.

Regulatory status

Issura is a Singapore-incorporated entity pursuing the Monetary Authority of Singapore regulatory sandbox track. Issura is not currently a licensed or MAS-regulated entity and does not hold a capital markets services licence. Offerings made through the Platform are made in reliance on prospectus exemptions available for offers to accredited investors and other relevant persons; they are not accompanied by a prospectus registered with MAS, and the statutory protections associated with a registered prospectus do not apply.

3. Eligibility

You may use the Platform only if you are at least 18 years of age, have legal capacity to enter binding contracts, and are not a person with whom we are prohibited from dealing under applicable sanctions or law.

Access to offerings is further restricted to persons who have completed identity verification and who qualify, and have expressly elected to be treated, as accredited investors or other relevant persons under the Securities and Futures Act 2001 or the equivalent regime in their jurisdiction. Electing accredited investor status reduces the regulatory protections available to you; the consequences are disclosed separately at the point of election.

Certain offerings are restricted to specified jurisdictions. You must not access an offering from, or on behalf of a person in, a jurisdiction for which that offering is not permitted.

4. Accounts and security

• You must provide accurate information and keep it current. Providing false information is grounds for suspension.

• You are responsible for your credentials and for all activity under your account. We recommend enabling two-factor authentication.

• One account per person. Accounts may not be shared, sold or transferred.

• Notify us promptly at the contact address below of any suspected unauthorised access.

5. Verification, screening and refusal

Before you may transact, we are required to verify your identity and to screen you against sanctions and other data sources. We may request additional information or documents at any time, including evidence of accredited investor status, source of wealth and source of funds.

We may refuse, suspend or terminate access, and may decline or reverse a pending subscription, where verification is incomplete, where information is inconsistent, where screening returns an adverse result, or where we are required to do so by law. Where we are prohibited from disclosing a reason, we will not provide one.

Accredited investor status is treated as valid for twelve months and must be re-confirmed. Where status lapses or is withdrawn, your ability to acquire further tokens will be suspended and your identity record may be revoked.

6. Self-custody and wallets

The Platform is non-custodial. Subscription funds pass directly from your own wallet to the relevant offering contract. Issura does not hold, control or transmit investor funds, and does not hold your tokens or your private keys.

You are solely responsible for the security of your wallet, private keys and recovery phrases. If you lose access to your wallet, Issura cannot recover it and cannot restore access to your tokens. Blockchain transactions are irreversible; a transfer sent in error cannot be undone by Issura.

You must ensure the wallet address you register is one you control. Registering an address you do not control may result in permanent loss.

7. On-chain transfer controls

Tokens issued through the Platform are permissioned. Every transfer is validated against an on-chain identity registry before it executes. A transfer to an address that is not whitelisted will fail at the contract level, irrespective of which application or protocol initiated it. This is a compliance feature and is not a defect.

Issura, or a party acting under its governance arrangements, retains the technical ability to freeze a holding and to execute a forced transfer. These powers exist to give effect to a court order or regulatory direction, to comply with sanctions obligations, where identity or accreditation has been revoked, or to restore tokens to a verified holder who has demonstrably lost access. Exercise of these powers is subject to internal approval and is recorded.

8. Fees

Fees are set out on the Platform and are payable in USDC. The current structure comprises a one-time issuer onboarding fee, an issuance success fee charged to the issuer on a completed raise, and an ongoing platform servicing fee billed quarterly to the issuer and calculated on capital raised through live offerings. Holders of the ISS token may receive a discount on certain fees; discount tiers are published on the Platform.

The platform servicing fee is a fee for platform services. It is not a management fee, and Issura does not manage assets.

9. Issuer obligations

If you use the Platform as an issuer you additionally represent and undertake that: you have authority to issue the instruments offered and to tokenise the underlying assets; all information you supply for an offering is accurate and not misleading and omits nothing material; you will cooperate with due diligence including identification of beneficial owners; you will notify Issura promptly of any material change; and you will comply with all laws applicable to the offer in every jurisdiction in which it is made available.

You are responsible for the content of your offering materials. Issura may review, require amendment to, or refuse to publish any material.

10. Investor acknowledgements

You acknowledge that: tokenised securities are high-risk and you may lose the entire amount invested; there is no assurance of any secondary market and instruments may be illiquid for their full term; valuations may be unavailable, infrequent or estimated; past performance is not indicative of future results; and any yield, return or projection displayed on the Platform is supplied by the issuer or is illustrative, and is not a promise, guarantee or forecast by Issura.

You further acknowledge risks specific to distributed ledger technology, including smart contract defect, protocol failure, network congestion and the irreversibility of transactions.

11. Prohibited use

• Using the Platform for money laundering, terrorism financing, sanctions evasion, fraud or any unlawful purpose.

• Providing false information, impersonating another person, or acting as an undisclosed nominee.

• Circumventing jurisdictional restrictions, verification, or transfer controls.

• Interfering with the Platform, probing its security, or accessing it by automated means without written consent.

• Reproducing or redistributing offering materials outside the Platform.

12. Intellectual property

The Platform, its software and its content are owned by Issura or its licensors. The PULSE Framework methodology is published separately under its own open licence and its terms govern that material. Issuer-supplied content remains the property of the issuer, who grants Issura a licence to host and display it for the purposes of the offering.

13. Suspension and termination

We may suspend or terminate access immediately where you breach these Terms, where required by law, or where continued access presents a legal or security risk. You may close your account at any time, subject to our retention obligations and to any tokens you continue to hold, which are held in your own wallet and are unaffected by account closure.

14. Disclaimers and liability

The Platform is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Issura excludes all warranties, express or implied, including as to merchantability, fitness for purpose and non-infringement, and does not warrant uninterrupted or error-free operation.

To the maximum extent permitted by law, Issura is not liable for indirect, incidental, special, consequential or punitive loss, nor for loss of profit, revenue, data, goodwill or investment value, however arising. Issura’s aggregate liability arising out of or in connection with these Terms is limited to the fees you paid to Issura in the twelve months preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded.

15. Indemnity

You will indemnify Issura against loss arising from your breach of these Terms, your violation of law, or your infringement of a third party’s rights.

16. Governing law and disputes

These Terms are governed by the laws of Singapore. The parties submit to the exclusive jurisdiction of the Singapore courts.

17. General

If a provision is held unenforceable, the remainder continues in effect. Our failure to enforce a provision is not a waiver of it. You may not assign your rights without our consent; we may assign ours on notice. These Terms, together with the Privacy Policy and any offering-specific documentation, form the entire agreement between us in respect of the Platform.

18. Contact

Issura Pte. Ltd., Singapore. Enquiries: info@issura.capital. Notices under these Terms must be sent in writing to the registered address, to be inserted on incorporation.