Terms of Service

Notice for Investors

By accessing this website, software, mobile application, content, or technology services provided through or in connection with the platform, you become an Akemona user (“User,” and collectively, “Users”). By accessing the platform, you agree to be bound by the applicable Privacy Policy and other terms and notices that may apply.

Akemona, Inc., a Delaware corporation (“Akemona”), provides technology, software, hosting, and related administrative platform services in connection with offerings by issuers. Akemona is not a funding portal, broker-dealer, investment adviser, placement agent, underwriter, custodian, escrow agent, or fiduciary to any investor or prospective investor. Akemona is not the issuer of any securities listed or referenced on the platform and does not structure, sponsor, recommend, endorse, underwrite, place, market, or promote any offering. No communication through the platform should be construed as investment advice or as a recommendation to buy, sell, or hold any security.

Akemona provides a technology platform that enables issuers to make offering materials available and enables prospective investors to access those materials and communicate with issuers. Any offer and sale of securities conducted in connection with the platform is made solely by the applicable issuer and, where applicable, its own agents, in reliance on available exemptions from registration under applicable securities laws. Akemona does not act on behalf of any issuer and does not participate in the offer, solicitation, negotiation, execution, or settlement of any securities transaction.

All information regarding an offering is provided solely by the applicable issuer or company (the “Company”), which is solely responsible for the structure, terms, disclosures, offering materials, financial statements, and all representations relating to the offering. Akemona does not perform due diligence on the Company or the offering and does not independently verify, investigate, validate, or approve the accuracy, completeness, adequacy, or fairness of any offering materials, disclosures, financial statements, or other information made available on or through the platform. Neither Akemona nor any of its officers, directors, employees, or agents makes any representation or warranty, express or implied, regarding the Company, the offering, or any related materials or information.

Akemona may also act as the Company’s filing agent for the limited purpose of making submissions through EDGAR. In that capacity, Akemona performs only ministerial and clerical filing functions using documents prepared, approved, or authorized by the Company and its legal counsel. Akemona does not prepare legal disclosures, provide legal advice, or review or approve the contents of any filing for legal, accounting, tax, investment, or regulatory sufficiency.

Following completion of an offering, Akemona TA Services LLC d/b/a OnchainTA (“OnchainTA”), an affiliate of Akemona, may provide transfer-agent and related securityholder recordkeeping services to the Company pursuant to a separate engagement. Any such services are performed by OnchainTA in its separate capacity as transfer agent and are not part of Akemona’s role as a technology platform provider in connection with the offering.

Neither Akemona’s provision of platform or filing services, nor any post-offering services provided by OnchainTA, should be construed as a recommendation, endorsement, approval, or determination regarding the merits, legality, validity, or suitability of any offering or investment for any person. Prospective investors must rely solely on their own review of the offering materials and on the advice of their own legal, tax, accounting, and investment advisers before making any investment decision.

The securities listed, offered, or referenced on the platform are intended only for prospective investors who are familiar with and willing to accept the risks associated with private investments, including the risk of complete loss of their investment. Such securities may be speculative, illiquid, and subject to significant restrictions on transfer or resale under federal and state securities laws, contractual restrictions, and applicable holding periods or resale limitations. Securities are not offered in any jurisdiction where the offer, solicitation, or sale would be unlawful. Investors are responsible for complying with the laws and regulations applicable to them, including those of their jurisdiction of residence.

Evolving Regulations on Digital Assets and Tokenized Instruments

Certain offerings or instruments referenced on the platform may involve crypto assets, tokens, or tokenized instruments. The legal characterization of any such asset or transaction depends on the specific facts and circumstances and the law and guidance in effect at the relevant time. Akemona does not determine, represent, or guarantee that any digital asset or token is or is not a security, commodity, digital commodity, stablecoin, or any other category of asset under applicable law. Any such characterization is solely the responsibility of the applicable issuer and its advisers. References to regulatory guidance, proposed rules, or pending legislation are provided solely for general informational purposes and do not constitute legal advice or any representation that a particular framework is currently effective, available, or applicable to any offering or asset.

Risks Related to Digital Securities, Tokenized Instruments, and Digital Assets on Blockchain

Issuers may use the Akemona platform to issue tokenized instruments, digital assets, or digital securities into investors’ digital wallets through one or more blockchain networks. Following investor verification and receipt of payment, the issuer may cause such tokenized instruments or digital assets to be converted, exchanged, replaced, or recorded as digital securities in accordance with the terms of the applicable offering.

Investors are responsible for maintaining the security and confidentiality of their digital wallet password, secret phrase, and private key (collectively, “Credentials”). Investors must protect their Credentials from cyber theft and must not share them with any other person. Neither Akemona nor any other party has access to an investor’s Credentials. If an investor loses their Credentials, the investor may lose access to tokenized instruments, digital assets, digital securities, and any other assets held in the applicable digital wallet. Except for the replacement of tokenized instruments or digital assets issued on the platform during the subscription period, and only upon payment of any applicable replacement fee, Akemona will not be liable for any loss, damage, injury, or any direct, indirect, special, incidental, exemplary, or consequential damages arising out of or relating to the loss of an investor’s Credentials or errors in the use of the investor’s digital wallet. Investors must contact the issuer or the issuer’s transfer agent regarding replacement of lost digital securities after the subscription period. The issuer or its transfer agent may charge a fee for replacement of digital securities.

Blockchain networks generally maintain a public record of transaction history through wallet addresses or other public identifiers. Investors may wish to limit disclosure of the public address of their digital wallet except when disclosure is necessary to complete a transaction or otherwise participate in an offering. Investors are encouraged to review privacy and security considerations relating to public blockchain networks before making an investment.

If a blockchain network used in connection with the platform is split, forked, migrated, upgraded, discontinued, or otherwise results in two or more competing or incompatible branches, protocols, or versions, Akemona may determine, in its sole discretion, which blockchain, branch, protocol, or version it will support for purposes of tokenized instruments or digital assets issued through the platform during the subscription period. Any such tokenized instruments or digital assets will be recognized only on the blockchain, branch, protocol, or version that Akemona elects to support. Except for the replacement of tokenized instruments or digital assets during the subscription period, Akemona will not be liable for any loss, damage, injury, or any direct, indirect, special, incidental, exemplary, or consequential damages arising out of or relating to any blockchain split, fork, migration, upgrade, discontinuance, or similar event. After the subscription period, investors must contact the issuer or the issuer’s transfer agent to determine the blockchain, branch, protocol, or version that will be recognized for the applicable digital securities, tokenized instruments, or digital assets.