IMPORTANT NOTICE. These Terms govern your use of the OnchainTA Platform, including the OnchainTA website, Issuer Hub and Investor Portal, as defined in Section 1.2. OnchainTA is an SEC-registered transfer agent for tokenized securities. It is not a broker-dealer, investment adviser, securities exchange, alternative trading system, placement agent or underwriter, and it does not provide conventional transfer agency services for securities that have not been tokenized. Use of the Platform is not an investment recommendation and does not guarantee that a security can be transferred or traded. THESE TERMS INCLUDE A RELEASE OF CLAIMS AGAINST ONCHAINTA FOR DISPUTES BETWEEN USERS (SECTION 7), AND AN ARBITRATION PROVISION AND CLASS-ACTION WAIVER (SECTION 24) WITH A RIGHT TO OPT OUT. Nothing in these Terms waives OnchainTA's obligations as a registered transfer agent (see Section 20.3).
By selecting an acceptance control, creating or accessing an account, or otherwise using the Platform, you agree to these Terms. If you act for a legal entity, you represent that you have authority to bind it. If you do not agree, do not use the Platform; if you need access to records about securities you already hold, contact us.
1. About OnchainTA, the Digital Transfer Agent, and the Platform
1.1 Who we are. "OnchainTA," "we," "our" and "us" refer to Akemona TA Services, LLC, a Delaware limited liability company doing business as OnchainTA and a subsidiary of Akemona, Inc. Akemona, Inc. develops the software platform OnchainTA uses to provide digital transfer agent services. Software, infrastructure and technical services may also be provided by Akemona affiliates and contractors; they do not replace OnchainTA as the party to these Terms.
1.2 Platform, Users and scope. The OnchainTA website, software, content, smart contracts, applications and services make up the "Platform." Anyone who accesses or uses the Platform in any way becomes a user of the Platform ("User" and, together, "Users"), including visitors, issuers, investors, securityholders and their authorized representatives. OnchainTA provides the Platform through onchainta.com and its subdomains. To deliver it, OnchainTA calls APIs and other services hosted on akemona.com and its subdomains and on third-party domains, such as cloud and API providers, on Users' behalf. These Terms govern all use of the Platform, including any request routed through those domains. Users are responsible for their own activities on the Platform, and OnchainTA is not responsible for those activities except as these Terms or applicable law provide (Section 20.3). The Platform may include issuer onboarding and issuance workflows through Issuer Hub; investor account, holding, subscription, token receipt and transfer workflows through Investor Portal; tokenized securities ownership records, corporate actions and other transfer agent services; related administrative and payment technology; CapMark AI; APIs and smart-contract integrations; and other services identified in the applicable application. Features are available only when enabled for a participating issuer, security or authorized User.
1.3 Tokenized securities only. OnchainTA's transfer agent services are limited to securities administered in tokenized form under an issuer agreement, transfer agent appointment or coordination arrangement. An existing transfer agent may remain an issuer's designated transfer agent of record while OnchainTA performs agreed functions for tokenized securities; roles, records and reconciliation are governed by the relevant agreements and applicable law. OnchainTA works with The Depository Trust Company (DTC), including its FAST and Direct Registration System (DRS) infrastructure, for tokenized securities where a security's arrangements provide for it.
1.4 Separate agreements prevail. Issuer service agreements, transfer agent appointments, securities governing documents, subscription agreements, escrow agreements and service-specific terms may impose additional requirements. For the subject matter it covers, a specifically negotiated written agreement prevails over inconsistent provisions of these Terms. Nothing in these Terms changes the rights attaching to a security or amends an issuer's governing instruments.
2. Our Role as Transfer Agent; Other Regulated and Commercial Parties
2.1 Transfer agent services. Where OnchainTA is retained or designated, it may maintain and reconcile registered securityholder records, process authorized issuances and cancellations, verify and process permitted transfers, support securityholder requests and administer approved corporate actions, subject to applicable law, required controls and lawful issuer instructions.
2.2 No investment, legal or tax advice. OnchainTA does not give investment recommendations, determine suitability, guarantee returns or provide legal, tax, accounting, underwriting or advisory services. Consult qualified advisers before making investment or legal decisions.
2.3 Issuer offerings and disclosure. An issuer, with its authorized agents and advisers, is responsible for the terms, accuracy, completeness and legal sufficiency of its offering materials, corporate authorizations and investment representations. Identity checks, records review and transfer agent diligence performed by OnchainTA do not certify an issuer's financial condition, endorse its securities or guarantee the adequacy of its disclosures.
2.4 Brokerage, trading and escrow. Unless separately and expressly disclosed, OnchainTA does not act as a broker-dealer, exchange, ATS, clearing agency, custodian of investor funds or escrow agent. Issuers and investors may deal with independent brokers, banks, payment processors, escrow agents and custodians under their own disclosures and contracts.
2.5 Availability by jurisdiction. Securities may be offered, issued, held, transferred or resold only where law permits. Eligibility may depend on location, investor status, sanctions requirements, offering exemptions, security terms and other restrictions. Platform access does not establish eligibility to transact.
3. Eligibility, Accounts and Identity Verification
3.1 Eligibility. You must be at least 18 years old. By using the Platform you represent that you are legally able to form a binding contract; are not prohibited by law from using the Platform; are not located in a country subject to a U.S. embargo; and are not listed on any U.S., U.K., European Union or United Nations sanctions or restricted-party list. Entity Users must be authorized representatives or properly delegated Users.
3.2 Accurate information. You must provide true, complete and current information. We may require KYC/AML information, beneficial ownership details, tax or residency information, proof of authority, sanctions checks and accreditation or other eligibility evidence. Valid prior checks may be reused; further evidence may be required when circumstances change.
3.3 Account security. Your account is personal to you or the entity you represent and may not be transferred. You are responsible for protecting your passwords, authentication devices and credentials, and for all activity under your account. OnchainTA is not liable for losses caused by compromised credentials that OnchainTA did not cause. Report unauthorized access promptly to support@onchainta.com.
3.4 Phishing and impersonation. OnchainTA will never ask for your password, private keys or recovery phrases by email, text or phone. Email and SMS can be spoofed; if a message seems unusual, sign in to the Platform directly rather than following its links.
3.5 Holds and restrictions. We may delay or restrict account access or a transaction where reasonably necessary to investigate suspected fraud, comply with law, verify authority, protect the securities register or address security risks.
3.6 Your securities survive your account. Suspension, termination or inactivity of an account does not extinguish a valid ownership interest or authorize deletion of records OnchainTA must preserve. A securityholder may be asked to use another verified process to exercise rights or request service.
4. Registered Ownership and Digital Securities Records
4.1 Securities and their records. Tokenized securities administered by OnchainTA represent the securities and rights established by the issuer's documents, applicable law and approved issuance records. A token or wallet address by itself does not override OnchainTA's ownership records, court orders or legal ownership determinations.
4.2 Authoritative records. OnchainTA maintains and reconciles the records within its agreed scope, which may include off-chain identity-linked records and blockchain-based balances and transactions. Where another transfer agent remains the transfer agent of record, record precedence, synchronization and division of responsibility are governed by the applicable agreements and law.
4.3 No blanket transferability. Tokenized securities remain subject to securities laws, contractual restrictions, investor eligibility rules, issuer approvals, lockups, sanctions and smart-contract controls. Technical transfer capability does not create a legal right to sell or transfer a security.
4.4 Record disputes and corrections. Notify OnchainTA promptly of errors in holdings, identity, allocations or transfer history. We may require evidence and coordinate with the issuer, an incumbent transfer agent or other authorized party before updating records. Corrections, cancellations and reissuance follow the security's terms, legal process and the relevant smart-contract architecture.
5. Wallets and Walletless Holdings
5.1 Supported arrangements. The Platform may support approved custodial or non-custodial wallets. Where offered, walletless holdings are recorded on-chain but are not minted until the holder registers a supported wallet. Cap table tokenization requires a supported receiving wallet (Section 6.4).
5.2 Self-custody. If you use a self-custody wallet, you are responsible for its private keys, recovery phrases, signing devices and permissions. Incorrect addresses or networks, malicious approvals, fraud or lost credentials can cause significant harm.
5.3 Corrective procedures. Loss of wallet access does not automatically mean loss of registered ownership. For supported tokenized securities, OnchainTA may apply corrective procedures, including replacement, cancellation and reissuance, when authorized and technically available. These require identity and entitlement verification, may be subject to issuer instructions and cannot guarantee recovery of other digital assets or completion by a particular time.
5.4 Receiving wallets. Users must register and confirm eligible wallets in the required workflows. Changing a receiving wallet after an allocation has been prepared may require a controlled replacement procedure.
6. Offerings, Subscriptions and Payments
6.1 Issuer offerings. Issuer Hub and Investor Portal may enable issuers to present information, accept subscription documents and process authorized issuance instructions. OnchainTA does not sell or recommend securities or guarantee that an offering is lawfully registered, exempt or suitable; issuers and any participating regulated intermediaries are responsible for their activities.
6.2 Payments and escrow. Payment interfaces may support bank-based payments, supported digital assets such as USDC and other enabled methods through third-party processors and financial institutions. OnchainTA does not take custody of investor, issuer or trustee funds and does not control the credentials of any wallet holding investor, issuer or trustee funds. Where an offering uses an escrow agent, investor funds are held by the escrow agent selected for that offering. Where none is required, investor funds are transferred directly to a wallet or account in the issuer's custody, and the Platform reconciles funds received against securities issued.
6.3 Effectiveness. Initiating a payment does not confirm that a subscription is accepted or a security validly issued. Subscriptions, allocations, issuances and transfers take effect only when the relevant agreements, compliance checks, authorizations, payment conditions and recordkeeping procedures are satisfied.
6.4 Cap table tokenization. Converting existing issuer-authorized holdings into tokenized form is not a new investment purchase and requires no subscription payment. Holders may need to verify identity, confirm allocations, consent to the conversion and designate a supported receiving wallet. The issuer, or its authorized transfer agent or a broker-dealer acting as its authorized representative, must provide and certify the existing ownership records; OnchainTA does not issue tokens because a person independently presents a certificate, and discrepancies are resolved through the authorized process.
7. Direct Transfer and Secondary Transfers
7.1 Where enabled for a security, Direct Transfer lets eligible holders indicate non-binding interest in acquiring or disposing of tokenized securities, find other eligible holders interested in a transfer, negotiate bilaterally and complete permitted transfers. Indications of interest are not binding orders, firm bids, public offers or guaranteed executions. When you accept another participant's request to negotiate, each of you sees the other's name; when a transfer executes, each sees the other's wallet address. Names go only to the counterparty. Wallet addresses and their transactions are also publicly visible on public blockchains (Section 11.2).
7.2 OnchainTA does not operate a securities exchange or ATS by providing these transfer agent and communication features. Their availability does not mean a security has an active secondary market or can be resold freely.
7.3 Participants must satisfy investor eligibility, wallet authorization, transfer restrictions, contractual requirements and settlement conditions. Transfers may be rejected or delayed when required by law, security terms, issuer instructions or transfer agent procedures.
7.4 Disputes between Users. Buyers and sellers in direct, peer-to-peer transactions through the Platform are solely responsible for their own investment decisions, negotiations, agreements, representations, payment arrangements, taxes, legal compliance and any required intermediary arrangements. OnchainTA does not guarantee the identity, authority, eligibility, performance or financial capacity of any counterparty, or any buyer, seller, price, execution, settlement or liquidity. You agree to resolve disputes with another User directly with that User; OnchainTA is not obligated to mediate, arbitrate or otherwise resolve them.
7.5 Release. To the fullest extent permitted by law, you release Akemona TA Services, LLC, d.b.a. OnchainTA, Akemona, Inc., their affiliates, and their officers, directors, managers, employees, agents and representatives (the "Released Parties") from all claims, demands, damages, losses, liabilities, costs and expenses, known or unknown, arising out of or relating to a dispute between you and another User concerning a direct or peer-to-peer transaction, including disputes over negotiated terms, pricing, payment, performance, representations, contractual obligations or a counterparty's failure to complete a transaction.
7.6 Waiver of California Civil Code §1542. For the release in Section 7.5, you waive, to the fullest extent permitted by law, California Civil Code §1542 and any similar law of any other jurisdiction. Section 1542 provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You intend the release to cover such unknown or unsuspected claims.
7.7 OnchainTA's own responsibilities. Sections 7.4 to 7.6 do not release claims arising from OnchainTA's own failure to perform its contractual, statutory or regulatory obligations as an SEC-registered transfer agent, including the accurate execution, recording, processing and reconciliation of transactions through its systems (Section 20.3). OnchainTA may review system records and transaction histories to determine whether a transaction was processed in accordance with applicable instructions, system controls and transfer agent requirements; that review does not obligate it to resolve the underlying dispute between Users.
7.8 Separate acceptance. Before you first use Direct Transfer, you will be asked to accept Sections 7.4 to 7.7 separately.
8. Issuer Obligations and Authorized Representatives
8.1 An issuer or authorized representative using the Platform must have authority to act for the issuer, create or modify an offering, submit cap table data, approve corporate actions and issue instructions. Issuers remain responsible for their corporate approvals, securities terms, filings, investor communications and legal compliance.
8.2 Issuers and submitting transfer agents and broker-dealers must provide accurate ownership, class, quantity, investor and restriction information and promptly report errors, duplicates, conflicting records and later ownership changes.
8.3 OnchainTA may rely on issuer certifications, verified instructions and authenticated records, subject to the inquiries and procedures required by law and applicable agreements.
8.4 Only properly authorized individuals may initiate actions affecting issuer records, token supply, distributions, restrictions or corporate actions. OnchainTA may require further confirmation, dual control or administrative review.
9. Corporate Actions and Securityholder Services
9.1 Where contracted and supported, OnchainTA may administer dividends, interest, redemptions, splits, conversions, cancellation and reissuance, wallet replacement, lost-security requests and other issuer-authorized corporate actions.
9.2 Corporate actions depend on the security's terms, issuer approvals, record dates, funding, taxes, investor eligibility and legal requirements. For dividends, interest and redemptions, the issuer or trustee connects a wallet in its own custody, from which the Platform distributes funds (Section 6.2). OnchainTA administers distributions using funds or assets the issuer provides and cannot guarantee payment or processing when required information or funds are missing.
9.3 Submit ownership, name, address, wallet and other changes through approved channels. Additional documentation may be required to prevent mistaken or fraudulent changes to the register.
10. Blockchain Networks and Smart Contracts
10.1 Supported blockchains and smart contracts may experience outages, congestion, fee increases, bugs, cyberattacks, consensus failures, forks, reorganizations and protocol changes. Blockchain transactions may be public, irreversible or difficult to correct.
10.2 Network availability and smart-contract functionality depend partly on third parties outside OnchainTA's control. OnchainTA may suspend or restrict workflows to safeguard Users and ownership records when a material network or smart-contract risk is identified.
10.3 Forks. If a supported blockchain divides or changes materially, OnchainTA will assess the effect on the securities it administers, consult affected issuers and any other responsible transfer agents as appropriate, and determine supported processing under governing instruments, applicable law and applicable agreements.
10.4 Verify wallet addresses, networks, transaction details, fees and signing permissions before authorizing blockchain activity. See the Tokenized Securities Risk Disclosure for further risks.
11. Privacy and Public Blockchain Information
11.1 We handle information under our Privacy Policy, subject to legal and regulatory obligations. Identity, KYC/AML and other personally identifying information is kept in access-controlled off-chain systems, not published on public blockchains.
11.2 Blockchain records may contain pseudonymous wallet addresses, balances, smart-contract data and transaction histories. Pseudonymous does not mean anonymous: third parties may link public blockchain data to a person using other information. Do not put personal information into public transaction fields.
11.3 Record retention. Securities ownership, transaction, audit, issuer instruction, identity and compliance records may be retained after an account closes for statutory, regulatory, contractual, examination, litigation-hold or legitimate business needs. Users cannot require deletion of public blockchain history or of records the law requires OnchainTA to keep.
12. CapMark AI
12.1 The Platform may provide CapMark AI and related drafting, extraction, research and offering-preparation tools. They assist Users and are not a lawyer, investment adviser, broker-dealer, underwriter or substitute for professional judgment.
12.2 AI outputs can be wrong, incomplete, outdated or unsuited to a jurisdiction or security. Issuers are responsible for reviewing, correcting and approving any documents or instructions derived from AI outputs. AI output alone does not authorize issuance, transfers, filings or corporate actions.
12.3 Information submitted to AI features may be processed by contracted AI service providers as described in the Privacy Policy. Submit only information you are permitted to disclose.
13. DigitalCapTable
13.1 Where a DigitalCapTable viewer or workflow is available, its own notices also apply. DigitalCapTable is a participant-reported ownership and reconciliation registry; it does not issue tokens, execute investments or appoint OnchainTA as transfer agent for a reporting entity.
13.2 Reported relationships, attestations and reconciliation results are subject to source limitations and are not conclusive proof of legal title, a complete shareholder register or investment advice.
14. Electronic Communications
14.1 We may provide notices, confirmations, records, documents and other communications electronically, through email, the Platform or other supported channels, and electronic communications have the same effect as paper where law permits.
14.2 Where the E-SIGN Act or other law requires affirmative consent, we will present the required disclosures and capture consent in the applicable workflow.
14.3 You need a working email address, internet access, a compatible browser or device and the ability to save or print records. Keep your contact information current.
14.4 You may withdraw consent to electronic communications by contacting support@onchainta.com. Withdrawal may require an alternative servicing method and may limit online features, but does not affect earlier communications or your securities rights.
14.5 Marketing communications are separate from transactional and legally required messages; you can opt out of marketing at any time.
15. Acceptable Use
15.1 You must not use the Platform unlawfully; impersonate others; submit false ownership or identity records; forge instructions; evade securities restrictions; introduce malicious code; extract other Users' information; disrupt systems; or access accounts, keys, APIs or administrative functions without authorization.
15.2 You must not reverse engineer, decompile or disassemble the Platform; frame or mirror it; remove or alter proprietary notices or branding; conduct abusive scraping, excessive API requests, denial-of-service testing, credential attacks or unauthorized smart-contract interactions; or treat any content as an investment recommendation. Search-engine indexing of public pages and uses permitted by an API agreement are allowed.
15.3 Security research conducted under our Vulnerability Disclosure Policy is subject to that policy's safe harbor. Send reports to security@onchainta.com.
15.4 We may take proportionate measures, including limiting or terminating access and taking legal action, to protect Users, records and the Platform.
16. Third-Party Services and Links
16.1 External sites, custodians, wallet providers, blockchain networks, payment processors, escrow agents and identity vendors have their own terms, risks and privacy practices. Their inclusion or integration is not an endorsement or guarantee, and OnchainTA is not responsible for their content or performance.
16.2 Information may be passed to those providers where needed to carry out authorized transactions, identity checks, integrations or reconciliation, as described in the Privacy Policy.
17. Fees
17.1 OnchainTA charges issuers and other contracted customers under separate written agreements or published fee schedules. Certain securityholder requests or corporate actions may carry disclosed charges where permitted by law and agreement, such as a wallet replacement fee where an affidavit or indemnity is required under applicable regulations or issuer instructions.
17.2 Network fees, wallet-provider fees, payment processor charges, banking costs and taxes may also apply. Any fee applicable to a request will be communicated before you authorize it.
18. Intellectual Property
18.1 The Platform's software, interfaces, content, names, logos and documentation are owned by OnchainTA, Akemona, Inc., their affiliates or licensors and are protected by intellectual-property laws.
18.2 Subject to these Terms, OnchainTA grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform for its intended purposes. API and integration rights are defined by written agreements. You may not copy, reproduce, distribute, modify or create derivative works from Platform materials without written permission.
18.3 You retain your rights in content you lawfully submit and grant OnchainTA and its service providers the limited rights needed to host, process, preserve, secure and display it for the authorized services and legal obligations.
19. Changes to the Platform and These Terms
19.1 We do not promise uninterrupted access, error-free software or continuous blockchain availability. Planned or emergency maintenance may affect features.
19.2 We may modify or discontinue Platform features at any time, consistent with issuer agreements and transfer agent obligations. A change in online access does not cancel securities or eliminate required records.
19.3 We may revise these Terms by posting an updated version with a new effective date and giving any notice required by law. Your continued use of the Platform after the revised Terms take effect means you accept them, except where law requires your affirmative consent.
20. Disclaimer of Warranties
20.1 TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND UNINTERRUPTED OR ERROR-FREE OPERATION. THIS DISCLAIMER EXTENDS TO BLOCKCHAIN NETWORKS, SMART CONTRACTS OPERATED BY THIRD PARTIES, THIRD-PARTY PROVIDERS AND AI-GENERATED OUTPUTS.
20.2 OnchainTA is not responsible for investment performance, an issuer's business results, or advice and representations made by third parties, except as required by law or a written agreement.
20.3 Transfer agent obligations are not waived. No disclaimer, limitation or other provision of these Terms excludes, modifies or waives OnchainTA's statutory and regulatory obligations as an SEC-registered transfer agent, liability for fraud or willful misconduct, or any other duty or liability that applicable law does not permit to be disclaimed or limited.
20.4 These Terms are not a subscription agreement, underwriting agreement or guarantee of an offering's validity or returns.
21. Limitation of Liability
21.1 TO THE FULLEST EXTENT PERMITTED BY LAW, ONCHAINTA, AKEMONA, INC. AND THEIR AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR DATA, ARISING FROM OR RELATING TO THE PLATFORM OR THESE TERMS, EVEN IF ADVISED OF THEIR POSSIBILITY.
21.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF ONCHAINTA, AKEMONA, INC. AND THEIR AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES AND AGENTS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID DIRECTLY TO ONCHAINTA IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) US$1,000.
21.3 Sections 21.1 and 21.2 do not apply to liability arising from fraud, willful misconduct or gross negligence, or to liability that cannot lawfully be limited, including OnchainTA's nonwaivable obligations as an SEC-registered transfer agent (Section 20.3). Where an issuer, transfer agent or other institutional customer has a separate written agreement with OnchainTA containing a liability provision, that provision governs claims within its scope (Section 1.4). Some jurisdictions do not allow certain exclusions or limitations, so some of them may not apply to you.
21.4 Force majeure. OnchainTA is not liable for delay or failure caused by events beyond its reasonable control, including blockchain network failures, forks or congestion; failures of third-party providers; cyberattacks on third parties; acts of government; war or civil unrest; pandemics; and power or internet outages. OnchainTA will take reasonable steps to resume service consistent with its business continuity obligations.
22. Indemnification
22.1 To the extent permitted by law, you agree to indemnify and hold harmless Akemona TA Services, LLC, d.b.a. OnchainTA, Akemona, Inc., and their affiliates, officers, directors, managers, employees and agents (the "Indemnified Parties") from third-party claims, losses, liabilities, damages and reasonable expenses, including attorneys' fees, arising out of or relating to:
- your fraud, intentional misrepresentation or unlawful conduct;
- your infringement or violation of a third party's intellectual property, privacy or other legal rights;
- your material breach of these Terms, including unauthorized access to or misuse of the Platform; or
- your submission of knowingly false or misleading information, or of unauthorized instructions, concerning securities ownership, transfers, transactions or account access.
22.2 This applies to all Users, including individual investors, securityholders, issuers and authorized representatives, but only for their own conduct or conduct for which they are legally responsible. Individual investors and securityholders are not required to indemnify the Indemnified Parties solely because they hold securities, make investment decisions, incur investment losses, engage in authorized transactions, or have a dispute with another investor or an issuer.
22.3 This Section 22 does not apply to the extent a claim, loss or expense is caused by an Indemnified Party's negligence, misconduct or breach of its legal or regulatory obligations, and it is subject to Section 20.3.
23. Suspension and Termination
23.1 We may suspend or terminate your access to the Platform at any time, for any reason, on notice, and immediately where needed for security, fraud, sanctions, legal requirements or material breach.
23.2 Suspension or termination does not cancel your registered holdings or necessarily cancel pending transactions; transactions, notices and record requests will be handled through alternative procedures where required.
23.3 After termination, we may retain records and continue processing needed for transfer agent, compliance, litigation-hold, audit and transition obligations.
23.4 Survival. Sections 4, 7.4 to 7.7, 11, 15, 18, 20, 21, 22, 23, 24 and 25, and any other provision that by its nature should survive, survive termination.
24. Disputes, Arbitration and Governing Law
24.1 Informal resolution. Before starting arbitration or any other proceeding, the party with a dispute must send written notice describing it and the relief requested; notices to OnchainTA go to support@onchainta.com. The parties then have 30 days to resolve it informally, unless an earlier filing is needed to preserve legal rights or obtain urgent relief. We may need to verify your identity and authority before discussing securityholder information.
24.2 Agreement to arbitrate. Except as provided in Section 24.7, any dispute, claim or controversy between you and OnchainTA arising out of or relating to your use of the Platform, these Terms or services provided through the Platform (a "Dispute") will be resolved by final and binding individual arbitration rather than in court, to the fullest extent permitted by law. This agreement to arbitrate is governed by the Federal Arbitration Act.
24.3 Administration. The American Arbitration Association (AAA) administers the arbitration under its applicable rules. If the AAA is unavailable or declines, the parties will proceed through JAMS under its applicable rules; if neither is available, a court of competent jurisdiction may appoint an arbitrator or determine the forum as permitted by law.
24.4 Arbitrator and proceedings. One neutral arbitrator decides the Dispute. Proceedings are ordinarily remote, by video, telephone or written submissions, with an in-person hearing where the law, the rules or the arbitrator requires one for a fair hearing. The arbitrator permits a reasonable exchange of relevant, nonprivileged information, issues a written decision stating the essential findings and conclusions, and may award any remedy available under applicable law, subject to lawful limitations.
24.5 Fees. Arbitration fees and expenses are allocated under the administrator's rules and applicable law. For individual investors and securityholders, applicable consumer arbitration protections, fee limits and cost-allocation requirements apply, and OnchainTA pays any arbitration costs that the law or the rules require it to bear. Each party bears its own attorneys' fees unless applicable law or an enforceable agreement provides otherwise.
24.6 Class-action waiver. YOU AND ONCHAINTA AGREE THAT DISPUTES WILL BE BROUGHT AND RESOLVED ONLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF, CLAIMANT OR MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate unrelated claims or preside over a class or representative arbitration without both parties' written agreement. A court decides any challenge to the enforceability of this waiver; if the law prevents enforcing it for a particular claim or remedy, that claim or remedy proceeds in court to the extent the law requires.
24.7 Exceptions. Either party may (1) bring an individual claim in small-claims court; (2) seek temporary or preliminary injunctive relief in court to prevent imminent harm, unauthorized transactions, security breaches, misuse of confidential information or other irreparable injury pending arbitration; and (3) pursue in the appropriate forum any claim or remedy that the law does not allow to be subject to mandatory arbitration. Nothing in these Terms prevents anyone from filing a complaint with, providing information to, cooperating with or reporting suspected violations to the SEC, any other government authority or a self-regulatory organization.
24.8 Opt-out. You may opt out of Sections 24.2 to 24.6 by emailing support@onchainta.com within 30 days of first accepting these Terms, stating your name, email address and that you reject arbitration. Opting out does not affect the rest of these Terms.
24.9 Transfer agent responsibilities. Arbitration does not waive, limit or eliminate OnchainTA's statutory or regulatory responsibilities as an SEC-registered transfer agent, including obligations for securities registration, ownership records, transfer processing, investor servicing and recordkeeping (Section 20.3). Regulators keep their independent jurisdiction.
24.10 Disputes between Users. This Section 24 governs Disputes between you and OnchainTA. It does not require OnchainTA to take part in or resolve commercial, investment, contractual, pricing or payment disputes solely between buyers, sellers, issuers or other Users; those are governed by Sections 7.4 to 7.7 and any agreements between those parties.
24.11 Other agreements. Where an issuer, transfer agent, institutional customer or other party has a separate written agreement with OnchainTA containing a dispute-resolution provision, that provision governs disputes within its scope; this Section 24 governs other Platform-related Disputes.
24.12 Award and confidentiality. The award is final and binding, subject to any judicial review permitted by the Federal Arbitration Act or other applicable law, and judgment on it may be entered in any court with jurisdiction. The parties protect confidential information exchanged in arbitration under applicable law, the rules and any confidentiality order; this does not restrict legally required disclosures, regulatory reporting or cooperation with authorities.
24.13 Severability. If any part of this Section 24 other than Section 24.6 is invalid or unenforceable, the rest remains in effect to the extent permitted by law, unless that would defeat the essential purpose of the agreement to arbitrate. Section 24.6 is severable only as stated in that section.
24.14 Governing law, forum and jury trial. Subject to federal securities law and other mandatory law, these Terms are governed by Delaware law without regard to conflict-of-laws rules. Any Dispute not resolved by arbitration will be brought exclusively in the state or federal courts located in Delaware. Arbitration replaces the right to have a Dispute decided by a judge or jury, and for any Dispute that proceeds in court, both parties waive trial by jury to the extent permitted by law.
24.15 Time limit. To the extent permitted by law, any claim arising out of or relating to the Platform or these Terms that may be subject to a contractually shortened limitation period must be commenced within one year after the claimant knew or reasonably should have known of the facts giving rise to it. This does not apply to claims for which the law prohibits shortening the limitation period, including applicable securities-law claims and claims arising from OnchainTA's nonwaivable obligations as an SEC-registered transfer agent; those follow the statutory periods.
25. General Provisions
25.1 Severability. If a provision is unenforceable, the rest remain in effect to the extent permitted by law.
25.2 No waiver. Not enforcing a provision is not a waiver of it or any other right.
25.3 Assignment. You may not assign these Terms or your account without our consent. OnchainTA may assign these Terms to an affiliate or a successor in a merger, acquisition or sale of assets, subject to applicable transfer agent law and agreements.
25.4 No agency. Using the Platform creates no broker-client, adviser-client, partnership or agency relationship with OnchainTA; the issuer–transfer agent relationship exists only under applicable law and agreements.
25.5 Entire agreement and precedence. These Terms and the policies they reference are the entire agreement on general Platform use; Section 1.4 governs separate written agreements, and mandatory law prevails over all contractual provisions.
25.6 Headings. Headings are for convenience only.
26. Contact
Account, investor and transfer agent service inquiries: support@onchainta.com Security vulnerabilities: security@onchainta.com Legal notices: Akemona TA Services, LLC, 651 N. Broad St., Suite 206, Middletown, DE 19709
Related policies: Privacy Policy, Security & Data Protection, Tokenized Securities Risk Disclosure and Vulnerability Disclosure Policy.