TERMS OF USE - MARINE ASSET TOKEN

Welcome to the Terms of Use for Fractional Shipping Ownership LLC, a limited liability company formed under the laws of St Vincent & Grenadines having  Entity ID : 2728 LLC 2022 and registered office at Suite 305, Griffith Corporate Centre, Kingstown, St. Vincent and the Grenadines (hereinafter referred to as "FSO", "we", "our", or "us"). These terms and conditions are legally binding and govern your use of the Marine Asset Tokens (MAT) issued by FSO.

Before using MAT or participating in the tokenization of any Maritime Asset on the Shipfinex platform, it is important that you carefully read and understand these terms and conditions. By using MAT or participating in the tokenization of any Maritime Asset, you agree to be bound by these terms of use, as well as any additional terms and conditions that may be posted on the platform from time to time. If you do not agree with any part of these terms of use, you should not use MAT or participate in the tokenization of any Maritime Asset. These terms of use represent the entire agreement between you and FSO, superseding any prior agreements or understandings, and govern your use of the platform.

By accessing and using our services, you agree to comply with and be bound by these terms and conditions. These terms and conditions apply to all users of the Shipfinex platform, including but not limited to Maritime Asset Owners, MAT token holders, and other users who may access our services.
 

These terms and conditions are designed to protect your rights and the rights of FSO, the Maritime Asset Owner, and any other parties involved in the tokenization process. They outline the terms and conditions for the valuation, tokenization, custody, and fractionalized ownership of Maritime Assets on the Shipfinex platform. The terms and conditions also include provisions for the delisting of Maritime Assets and the logistics revenue split.

Please note that these terms and conditions may be updated from time to time, and it is your responsibility to review them periodically to ensure that you are aware of any changes. Your continued use of MAT or participation in the tokenization of any Maritime Asset after any such changes are made will be deemed to be your acceptance of those changes.

WE WOULD LIKE TO HIGHLIGHT THAT FRACTIONAL SHIPPING OWNERSHIP LLC IS NOT A FINANCIAL ADVISOR AND DOES NOT PROVIDE FINANCIAL OR INVESTMENT ADVICE. THE TOKENIZATION OF MARITIME ASSET(S) ON THE SHIPFINEX PLATFORM IS INTENDED TO PROVIDE AN OPPORTUNITY FOR FRACTIONALIZED OWNERSHIP OF MARITIME ASSET(S) FOR INTERESTED INVESTORS. HOWEVER, IT IS ESSENTIAL THAT YOU SEEK INDEPENDENT FINANCIAL AND LEGAL ADVICE BEFORE INVESTING IN ANY MARITIME ASSET(S) TOKENIZED ON THE SHIPFINEX PLATFORM.

If you have any questions or concerns about these terms and conditions or the tokenization process, please do not hesitate to contact us. Thank you for choosing to use MAT and participate in the tokenization of Maritime Assets on the Shipfinex platform.

 

Master Summary for Terms of Use:

The following Terms of Use govern your access and use of the Fractional Shipping Ownership LLC Marine Asset Token (MAT) platform. By accessing and using this platform, you agree to be bound by these Terms of Use.

The platform enables the tokenization of maritime assets and the purchase of MAT tokens, which represent fractional ownership of these assets. The valuation of these assets is done by a third party, and the Standard Offer Document hosted on the Shipfinex platform outlines all the terms and conditions of the tokenization.

Additionally, the custody agreement between the maritime asset owner and the custodian, Shipfinex, requires the physical takeover of real stock certificates. The Agreement for Fractionalised Ownership Offer outlines the terms and conditions of the fractional ownership arrangement and the logistics revenue split.
 

By using this platform, you agree to indemnify and hold harmless Fractional Shipping Ownership LLC and its affiliates from any liability arising out of your use of the platform. You acknowledge that the platform's content is for informational purposes only and should not be construed as investment advice.
 

These Terms of Use shall be governed by and construed in accordance with the laws of St Vincent & Grenadines, and any disputes arising out of these terms shall be subject to the jurisdiction of the courts of St Vincent & Grenadines.

Fractional Shipping Ownership LLC reserves the right to terminate your access to the platform at any time for any reason. The platform's content may be subject to change at any time without prior notice.

By accessing and using the platform, you acknowledge that you have read and understood these Terms of Use and agree to be bound by them. If you do not agree to these Terms of Use, you may not access or use the platform.
 

Extract from the Whitepaper:

Tokenization of an asset simply means digitally representing an existing asset on a blockchain. The issuer creates digital tokens on a distributed ledger (read blockchain). The issuer creates digital tokens on a distributed ledger (read blockchain). The value of these tokens is tied to the economic value of the asset. Rights to it are derived from the pre-existing real-world assets.These tokens represent the ownership of the underlying asset, guaranteed by blockchains and smart contracts.

Marine asset tokenization means representing the ownership of shipping assets (like vessels and containers) in the form of tokens on the Polygon network. Tokens on the blockchain represent each marine asset’s shares. The holders of these tokens own a share of the legal entity representing the asset itself. These tokens can be traded, bought, and sold on a secondary market, thereby turning the maritime industry into a fully liquid industry.
 

Shipfinex Asset Tokenization Platform

Shipfinex Asset Tokenization Platform is built with the aim to make investing in the capital-intensive maritime industry accessible to everyone. This is done with the help of fractionalization, meaning dividing marine assets into small-scale investment chunks. 
 

Retail investors no longer need large capital to invest in these assets, thereby allowing them to build a diverse portfolio, while minimizing investment risk. At the same time, Shipfinex will decentralize ownership of the marine assets and improve their liquidity in the market.
 

Both liquid and illiquid assets can be tokenized on SATP as securities. Therefore, shipowners and maritime businesses can convert their assets into digital and proportionate fractional ownership, which can then be made available to a global audience to attract investment and raise capital. The spectrum includes vessels, barges, boats, and other watercraft.
 

For the implementation of our ecosystem, a technical framework was developed for the tokenization of marine assets in compliance with regulations. This framework automatically digitizes values, including all obligations and rights, by issuing Marine Asset Tokens (MAT) that are deployed on Polygon. The MAT, essentially, will ultimately represent the digitized form of these values, which can be transmitted via the base blockchain layer.
 

While designing SATP, certain rules were established to ensure the effective tokenization of the maritime industry

01. Enable legally-recognized ownership of a marine asset.

02. Freely transferable to anyone without restrictions

03. Give MAT token holders rights to all cash flows generated by the marine asset

04. Enable ownership rights
 

Shipfinex Asset Offering Platform

Shipfinex promotes an inclusive financial system, whereby maritime investment opportunities are available to everyone. We strongly believe in the potential of blockchain-based tokenization that has the potential to reproduce any illiquid asset in digital form so that transactions can be executed at low cost, with almost no minimum investment requirement, unconditional to one's geographical location, and with round-the-clock access.

These benefits can only be fully unfolded if there is a secondary liquid market for marine assets, which not only bridges the gap between digital and traditional asset worlds but also provides the necessary infrastructure and services for investors to embrace tokenization with confidence.
 

Shipfinex’s Asset Offering Platform will have two crucial functions:

• One is to provide a platform with price discovery that will encourage shipowners to list the tokenized shares of containers or ships to reach new investors. A single asset represented by tokens can be owned by multiple investors.

• The second function of SAOP is to benefit small investors by allowing them to access closely-held assets that have traditionally benefited institutional and accredited investors.

While shipowners get access to a large pool of investors from all around the world, it also helps them overcome the limits of a narrow community. Therefore, shipowners and businesses get to raise capital through a more efficient platform compared to traditional investors while creating more liquidity for investors.
 

Marine Asset Tokens (MAT)

Marine Asset Tokens (MAT) are permissioned ERC-1400 tokens on the Polygon blockchain that can represent ownership of securities. They are designed in a way that they are made compatible with all existing exchanges and wallets that support Polygon token standards. These are backed by real marine assets, and represent a secure investment alternative.

Shipfinex combines blockchain technology with the prerequisites of regulated security markets to support MAT’s integrity, liquidity, and transparency. While the initial value of the tokens is provided by VesselsValue after asset verification, this value will be recalculated at regular intervals to ensure it coincides with the fund’s redemption windows, market correction, and token value changes.

These tokens are fractionalized and represent a particular asset. They are partially fungible tokens that can be used to invest in a fraction of marine assets. This helps Shipfinex divide the asset value by any number to create either very small parts (for retail investors who cannot afford/have the resources to invest huge capital) or bigger parts (for large/institutional investors).

For example, an asset of $10 million can be divided into 10,000 tokens, each valued at $1000, or into 1,000 tokens, representing a value of $10,000 per token.
 

Issuance, Transfer, and Redemption of MAT Tokens

The total amount of tokens outstanding will correspond with the exact value of the underlying marine asset to ensure each MAT token represents the exact fractional value of its corresponding asset. Shipfinex, through an automated and verifiable system, issues or mints MAT when there is an equivalent amount of assets added to the pool. The funds backing the token are redeemable as per the terms coded into the smart contracts, either via bilateral contracts or based on imputed rules.

• Issuance - The issuance of asset tokens, MAT begins at Shipfinex Asset Tokenization Platform (“SATP”).

• Transfer - MAT token transfer follows the blockchain technology approach, in which transaction details are time-stamped, recorded, and then distributed across multiple nodes. The sender simply instructs the smart contract to transfer the tokens to a recipient, and network participants verify if the transfer in question is in line with the rules of the initiative, and accordingly, validate/invalidate the transfer.

• Redemption - Holders looking to redeem may send their MAT tokens to the dedicated address specified by the issuing party. The issuer (SATP in this case) then must remove these redeemed tokens from circulation in order to maintain the redeemability of circulating MAT tokens for the capital funding them. When SATP redeems these units, an instruction message is sent to the custodian asking to transfer an equivalent amount of funds back to the holders.
  
   

Complete Terms of Use

These Terms of Use and any terms expressly incorporated herein ("Terms") apply to your access to and use of the websites and mobile applications provided by Shipfinex and its wholly owned subsidiaries, if any, (collectively, "Shipfinex", "we", or "us"), and the trading, direct sale, staking and other services if any provided by Shipfinex as described in these Terms. (collectively, our "Services").

Our products and services may be provided through other operating entities that are related to Shipfinex other than the entities stated above. 
 

1. Definitions​
 

Capitalized terms not otherwise defined in these Terms will have the following meaning:
 

• "Agreement" means the terms and conditions governing the use of the Fractional Shipping Ownership LLC Marine Asset Token (MAT) platform.

• "Custodian" means the third-party entity that holds custody of the physical stock certificates of the Maritime Asset(s) being tokenized.

• "Fractionalized Ownership Offer" means the offer made to $MRN token holders on the Shipfinex Platform to purchase MAT tokens and acquire fractional ownership in a specific maritime asset.

• "Logistics Revenue" means any revenue generated by the use of the Maritime Asset(s), such as from shipping or storage services.

• "Marine Asset Token" or "MAT" means the digital token issued by the Fractional Shipping Ownership LLC for the fractionalized ownership of the Maritime Asset(s) being tokenized.

• "Maritime Asset Owner" means the legal entity or person that owns the Maritime Asset(s) being tokenized on the Shipfinex Platform.

• "$MRN" or "$MRN Token" means the Marine Coin ($MRN) cryptocurrency that is used as a medium of exchange on the Shipfinex platform. It further means the digital tokens issued by Shipfinex that can be exchanged for MAT tokens representing fractionalized ownership in Maritime Asset(s).

• "$MRN Token Holders" means the individuals or entities who hold the $MRN tokens that can be exchanged for MAT tokens on the Shipfinex platform.

• "MAT Tokens" means the digital tokens issued by Shipfinex that represent fractionalized ownership in a specific Maritime Asset.

• "MAT Token Holders" means the individuals or entities who hold the MAT tokens representing fractionalized ownership in a particular Maritime Asset.

• "Project" means a specific Maritime Asset that has been tokenized and offered for fractionalized ownership on the Shipfinex platform.

• "Shipfinex" means the blockchain-based platform that facilitates the tokenization of Maritime Asset(s) and trading of MAT tokens.

• "Shipfinex Platform" refers to the online platform owned and operated by Shipfinex, which facilitates the tokenization of maritime assets and the trading of MAT tokens.

• “Standard Offer Document" means the document that outlines all the terms and conditions of the tokenization on the Shipfinex platform.

• "Tokenization Price" means the price at which the $MRN tokens are exchanged for MAT tokens.

• "Valuation" means the process of determining the current market value of the Maritime Asset(s) being tokenized.

• "Valuation Report" means the report generated by the third-party valuer appointed by Fractional Shipping Ownership LLC, which provides an independent assessment of the current market value of the maritime asset(s) being tokenized.

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2. Use of Services

​2.1 Eligibility: 

• The use of our services is available only to individuals who are 18 years of age or older and have the legal capacity to enter into a binding agreement. 

• As a user of $MRN (Marine Coin), you are among the individuals who have been given the opportunity by Shipfinex to access and use the platform dedicated for MAT (Marine Asset Token) users. This platform allows specific $MRN token holders to participate in the tokenization of Maritime Asset(s) and to acquire fractional ownership of such assets. By accessing and using this platform, you agree to abide by the terms and conditions outlined herein and to comply with all applicable laws and regulations.

• By using our services, you represent and warrant that you meet all the eligibility requirements.

• By accessing or using our services, you agree to comply with the terms and conditions set forth in this agreement. You also agree to comply with any additional guidelines, policies, or rules that we may establish from time to time.
   

2.2 User Account: To use our services, you must create a user account on the Shipfinex platform. You agree to provide accurate and complete information when creating your account and to update your information promptly if there are any changes. You are solely responsible for maintaining the confidentiality and security of your account information and for all activities that occur under your account.
 

2.3 Prohibited Activities: You agree not to use our services for any illegal or unauthorized purpose, including but not limited to money laundering or terrorist financing activities. You also agree not to engage in any activity that may damage, disable, or overburden our services or interfere with the operation of our platform.
 

2.4 Compliance with Laws: You agree to comply with all applicable laws and regulations when using our services, including but not limited to anti-money laundering laws and regulations, data protection laws, and tax laws.
 

2.5 Termination: We reserve the right to suspend or terminate your user account and access to our services at any time for any reason, including but not limited to a violation of these terms and conditions.
 

2.6 Modifications: We reserve the right to modify or update these terms and conditions at any time without prior notice. Your continued use of our services after any changes to these terms and conditions will constitute your acceptance of such changes.
 

3. Tokenization of Maritime Asset(s)

3.1 Overview: The tokenization of maritime asset(s) involves the creation and issuance of MAT tokens on the Shipfinex platform, which represent fractional ownership in a particular maritime asset. Each MAT token corresponds to a specific percentage of ownership in the maritime asset.
 

3.2 Tokenization Price: The tokenization price for each maritime asset is established through a third-party valuation, which provides an independent assessment of the maritime asset's current market value.
 

3.3 Number of MAT Tokens Issued: The total number of MAT tokens issued for a particular maritime asset will depend on the tokenization price and the percentage of ownership being offered for fractionalization.
 

3.4 Logistics Revenue Split: The logistics revenue generated by the maritime asset will be split between the maritime asset owner and the MAT token holders, according to the terms and conditions of the standard offer document.
 

3.5 Fractionalized Ownership: The MAT tokens represent fractionalized ownership in the maritime asset, and the ownership rights of $MRN token holders are subject to the terms and conditions of the agreement for fractionalized ownership offer.
 

3.6 MAT Tokens: Upon the completion of the tokenization process, $MRN token holders will have the option to exchange their $MRN tokens for MAT (Marine Asset Token) tokens, which represent the fractional ownership of the maritime asset.
 

3.7 Delisting of Maritime Asset: In the event that a maritime asset is delisted from the Shipfinex platform, MAT token holders will be provided with a notice and an option to either redeem their MAT tokens for their proportionate share of the maritime asset or to exchange them for $MRN tokens.
 

4. Valuation of Maritime Asset(s)

4.1 Third-Party Valuation: The valuation of the maritime asset(s) will be carried out by an independent third-party, which will provide an objective assessment of the asset's current market value. The valuation report will be used to establish the tokenization price for the maritime asset(s).
 

4.2 Reliance on Valuation: The maritime asset owner and you understand and agree that you will rely on the valuation report provided by the third-party for determining the tokenization price and fractionalized ownership percentage of the maritime asset(s).
 

4.3 Limitations of Valuation: The maritime asset owner and you acknowledge and agree that the valuation report provided by the third-party may be subject to limitations, including but not limited to, the reliability and accuracy of the data provided, the assumptions made, and the methodology used.
 

4.4 No Guarantee of Future Performance: The valuation report provided by the third-party is not a guarantee of future performance of the maritime asset(s), and the actual value of the maritime asset(s) may differ from the valuation report provided.
 

4.5 Dispute Resolution: In the event of any disputes arising out of or related to the valuation of the maritime asset(s), the dispute resolution mechanism as outlined in the standard offer document shall be followed.
 

5. Standard Offer Document

You agree to be bound by the Standard Offer Document which is a comprehensive document that outlines all the terms and conditions of the tokenization of maritime asset(s) on the Shipfinex platform. It is a legally binding agreement between the Maritime Asset Owner and the MAT token holders, and it is designed to provide transparency and clarity regarding the tokenization process.

The Standard Offer Document includes detailed information about the maritime asset(s) being tokenized, such as the current market value, the total number of MAT proposed to be issued, logistics revenue split, custody requirements, and the valuation of the maritime asset(s). It also includes information about the legal framework for the tokenization, including the applicable laws and regulations, and any legal disclaimers or warnings that may be relevant.

The Standard Offer Document is hosted on the Shipfinex platform, and all MAT token holders are required to review and agree to its terms and conditions before participating in the fractionalized ownership arrangement. By agreeing to the Standard Offer Document, MAT token holders are committing to the terms and conditions of the tokenization and accepting the risks associated with the fractionalized ownership of the maritime asset(s).
 

6. Custody 

You understand and acknowledge that a custody agreement is executed between Shipfinex, Custodian and the Marine Asset Owner. You consent to the Custody Agreement in totality. 

You understand that the Custody Agreement is a legally binding contract between Shipfinex, Custodian and the Marine Asset Owner, outlining the terms and conditions for holding and managing the real ownership documents of the Marine Asset and the Stock Certificates. The agreement clearly specifies the custody arrangements and the security measures implemented by the platform to safeguard the assets. It should also include provisions for transferring the custody of the documents and the process for resolving any disputes that may arise. The custody agreement is an important aspect of the platform and the users are encouraged to carefully review and understand the terms and conditions.

7. Physical Takeover of Real Stock Certificates

As part of the tokenization process, the Maritime Asset Owner is required to provide the physical stock certificates to the custodian, who will hold them in custody. This physical takeover of real stock certificates is an important aspect of the tokenization process, as it ensures that the MAT token holders have a legal claim on the underlying maritime asset(s).

The custody agreement is a legally binding document that outlines the terms and conditions of the custody arrangement between the Maritime Asset Owner, Shipfinex and Custodian. The custodian is responsible for safeguarding the physical stock certificates and ensuring that they are available for inspection by relevant authorities as required by law.

The physical stock certificates will be held in secure custody until such time as the Maritime Asset Owner requests their release or the maritime asset(s) are sold or otherwise disposed of. In the event that the physical stock certificates are lost, damaged or destroyed, the custodian will take all necessary steps to ensure that the MAT token holders are protected and that their legal claim on the underlying maritime asset(s) is not compromised.

MAT token holders should review the custody agreement carefully and understand the terms and conditions of the custody arrangement. They should also be aware of the risks associated with the physical takeover of real stock certificates, including the risk of loss, theft, damage or destruction of the physical certificates, and the impact that such events could have on the value of their $MRN tokens.

8. Agreement for Fractionalised Ownership Offer

You agree to execute and be bound by the Agreement for Fractionalized Ownership Offer which is a legally binding document that outlines the terms and conditions of the fractionalized ownership arrangement. The fractionalized ownership offer is made to specific $MRN token holders on the Shipfinex platform, with a separate value assigned to each "Project" or Maritime Asset.

The agreement includes important information about the rights and responsibilities of MAT token holders, including their right to receive a share of the logistics revenue generated by the Maritime Asset(s) in proportion to their ownership percentage. The logistics revenue split will be clearly defined in the agreement, and may vary depending on the specific Maritime Asset(s) being tokenized.

$MRN token holders who choose to participate in the fractionalized ownership offer must agree to the terms and conditions of the agreement before they can receive MAT tokens in exchange for their $MRN tokens. The agreement includes provisions for the transfer of ownership rights, restrictions on the transfer of ownership, and other important details.

It is important that $MRN token holders review the agreement carefully and understand the terms and conditions before deciding to participate in the fractionalized ownership offer. They should also be aware of the risks associated with fractionalized ownership, including the risk of fluctuations in the value of the MAT tokens, changes in the logistics revenue split, and other factors that could impact the value of their investment.

9. Swap of $MRN tokens for MAT tokens

To participate in the fractionalized ownership offer, $MRN token holders must agree to swap their $MRN tokens for MAT tokens. This process will be facilitated through the Shipfinex platform and will be subject to the following terms and conditions:

• Swap ratio: The swap ratio between $MRN tokens and MAT tokens will be determined by Shipfinex and will be based on the valuation of the Maritime Asset(s) being tokenized.

• Terms of the swap: The terms of the swap, including the timing and process for swapping $MRN tokens for MAT tokens, will be set forth in the Agreement for Fractionalized Ownership Offer.

• Irrevocable nature of the swap: Once $MRN tokens have been swapped for MAT tokens, the swap is irrevocable and cannot be reversed.

• Risks: $MRN token holders should be aware of the risks associated with swapping their $MRN tokens for MAT tokens, including the risk of fluctuations in the value of the MAT tokens and the potential for changes in the logistics revenue split.

• No guarantee of liquidity: There is no guarantee that MAT tokens will be readily tradable on any cryptocurrency exchange, and $MRN token holders should be aware that they may not be able to liquidate their investment in MAT tokens easily.

• Disclaimer: $MRN token holders should carefully consider the terms and conditions of the swap before deciding to participate in the fractionalized ownership offer. They should also be aware that the swap may be subject to taxes or other fees in their jurisdiction.

10. Logistics Revenue Split

The Logistics Revenue Split is a key component of the fractionalized ownership offer and governs the distribution of revenues generated by the Maritime Asset(s) among the token holders. The following terms and conditions apply:

• Logistics revenue split structure: The logistics revenue split structure will be set forth in the Standard Offer Document and will specify the percentage of revenues to be distributed to the token holders.

• Calculation of revenues: The revenues generated by the Maritime Asset(s) will be calculated by Shipfinex and will be based on a number of factors, including the logistics revenue generated by the Maritime Asset(s).

• Distribution of revenues: The revenues generated by the Maritime Asset(s) will be distributed to the token holders on a pro rata basis, in accordance with their ownership of MAT tokens.

• Payment frequency: The frequency of payments will be set forth in the Standard Offer Document and will specify how often the revenues will be distributed to the token holders.

• Effect of changes to the revenue split: Any changes to the logistics revenue split structure will be subject to the Agreement for Fractionalized Ownership Offer and will require the consent of the token holders.

• Disclaimer: Token holders should carefully consider the logistics revenue split structure before deciding to participate in the fractionalized ownership offer. They should also be aware that changes to the revenue split structure may affect the value of their investment in MAT tokens.

11. Delisting of Maritime Asset

In certain circumstances, it may be necessary for Shipfinex to delist a Maritime Asset from the platform. The following terms and conditions apply:

• Circumstances for delisting: A Maritime Asset may be delisted from the platform if it no longer meets the listing criteria established by Shipfinex, or if there is a material change in the circumstances of the Maritime Asset that makes it unsuitable for tokenization.

• Notification of delisting: If a Maritime Asset is delisted from the platform, Shipfinex will provide notice to the token holders and the Maritime Asset Owner.

• Effect of delisting on MAT  token holders: If a Maritime Asset is delisted from the platform, the MAT token holders may no longer be able to trade their MAT tokens on the Shipfinex platform. In such cases, Shipfinex will work with the Maritime Asset Owner to facilitate the transfer or sale of the Maritime Asset.

• Compensation for MAT token holders: If a Maritime Asset is delisted from the platform due to a breach of the Agreement for Fractionalized Ownership Offer by the Maritime Asset Owner, the MAT token holders may be entitled to compensation for any losses incurred as a result of the delisting.

• Redemption of MAT tokens: If a Maritime Asset is delisted from the platform, the token holders may be entitled to redeem their MAT tokens for a portion of the value of the Maritime Asset.

• Effect of delisting on the Maritime Asset Owner: If a Maritime Asset is delisted from the platform, the Maritime Asset Owner may be required to take additional steps to liquidate or transfer the Maritime Asset, in accordance with the Agreement for Fractionalized Ownership Offer.

It is important for MAT token holders to carefully consider the risks associated with delisting before deciding to invest in MAT tokens. They should also be aware that the delisting of a Maritime Asset may affect the value of their investment in MAT tokens.
 

12. Risks and Disclaimers

• The MAT platform and its related services are provided on an "as is" and "as available" basis. The owners and operators of the MAT platform make no warranties or representations, express or implied, regarding the platform or its use. Users acknowledge that they use the MAT platform at their own risk and that the owners and operators of the MAT platform shall have no liability for any loss or damage suffered by users in connection with their use of the platform.

• Tokenization of Maritime Asset(s) involves various risks, including but not limited to regulatory and legal risks, market risks, and technological risks. Any investment in Maritime Asset(s) tokenized through MAT should be made only after considering all such risks.

• The Maritime Asset(s) valuation performed by the third party is based on the information available at the time of valuation, and no assurance is given that the Maritime Asset(s) value will remain constant over time.

• The token holder is solely responsible for maintaining the security of their $MRN and MAT tokens, and any loss of tokens due to theft, hacking, or other security breaches will not be the responsibility of Fractional Shipping Ownership LLC or Shipfinex.

• Fractional Shipping Ownership LLC and Shipfinex do not guarantee the liquidity of $MRN and MAT tokens or their ability to be traded on any specific exchange. Any decision to buy, sell, or hold $MRN or MAT tokens should be made after careful consideration of market conditions and liquidity.

• Fractional Shipping Ownership LLC and Shipfinex do not provide any investment advice or recommendations, and any decision to invest in Maritime Asset(s) tokenized through MAT should be made based on the investor's own research and assessment of the risks involved.

• Fractional Shipping Ownership LLC and Shipfinex are not responsible for any loss or damage suffered by the token holder as a result of reliance on any information or material contained in these terms and conditions, the standard offer document, or any other documents related to the tokenization of Maritime Asset(s) through MAT.

• The token holder agrees to indemnify and hold harmless Fractional Shipping Ownership LLC, Shipfinex, and their respective affiliates, directors, officers, employees, and agents from any claims, damages, or losses arising out of or in connection with the token holder's use of the MAT platform or any breach of these terms and conditions.

 

13. Intellectual Property

• Ownership of Intellectual Property: All the content, logos, trademarks, trade names, software, and other intellectual property rights used or displayed on the FSO platform or any related services are the property of FSO or its licensors.

• Limited License: FSO grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the FSO platform and any related services for personal or non-commercial purposes. You shall not use the intellectual property in any way that is not expressly authorized by FSO.

• Prohibited Uses: You shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the intellectual property except as expressly permitted by FSO. Any unauthorized use of the intellectual property may violate copyright laws, trademark laws, privacy laws, and other applicable laws.

• User Content: You shall own the intellectual property rights in the content that you post, upload, or otherwise provide to FSO. By submitting such content, you grant FSO a worldwide, royalty-free, non-exclusive, transferable, and sub-licensable license to use, reproduce, distribute, display, and perform such content in connection with the FSO platform and any related services.

• Infringement Claims: Fractional Shipping Ownership LLC will take appropriate legal action against any user who infringes upon its intellectual property rights, including seeking damages and injunctive relief.

• User Content: Users are solely responsible for any content they upload or submit to the MAT platform and represent and warrant that such content does not infringe upon any third-party intellectual property rights.

• Indemnification: Users agree to indemnify and hold harmless Fractional Shipping Ownership LLC, its affiliates, and its officers, directors, employees, and agents from any claims, damages, liabilities, or expenses arising from their use of the MAT platform and any infringement of intellectual property rights.

14. Limitation of Liability​

• No Liability for Third-Party Actions: Fractional Shipping Ownership LLC is not responsible for any actions or omissions of third-party service providers or any loss or damage resulting from their actions or omissions.

• No Warranty of Accuracy or Reliability: Fractional Shipping Ownership LLC does not warrant the accuracy or reliability of any information or content provided on the MAT platform.

• Liability: To the extent permitted by law, Fractional Shipping Ownership LLC shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, or any other losses resulting from the use or inability to use the MAT platform.

• Exclusion of Certain Damages: In no event shall Fractional Shipping Ownership LLC's total liability to any user for all damages, losses, and causes of action arising out of or relating to these Terms and Conditions or the use of the MAT platform exceed the amount paid by the user to Fractional Shipping Ownership LLC, if any, for the use of the MAT platform.

• No Liability for Force Majeure Events: Fractional Shipping Ownership LLC shall not be liable for any delay or failure to perform its obligations under these Terms and Conditions resulting from any cause beyond its control, including but not limited to acts of God, natural disasters, war, terrorism, or any other events beyond its control.

• No Liability for Investment Decisions: Users of the MAT platform are solely responsible for their investment decisions, and Fractional Shipping Ownership LLC shall not be liable for any losses resulting from such decisions.

• Damages: In no event shall we be liable for any direct, indirect, incidental, special, or consequential damages arising from the use of our services or the inability to use our services. This includes, but is not limited to, damages for loss of profits, business interruption, loss of information or data, or other intangible losses.

 

15. Indemnification

You agree to indemnify and hold harmless Fractional Shipping Ownership LLC, its officers, directors, employees, agents, and affiliates, from any and all claims, damages, liabilities, expenses, and costs (including reasonable attorneys' fees) arising out of or related to your use of the MAT platform or any breach of these terms and conditions.

You agree to indemnify and hold harmless Fractional Shipping Ownership LLC, its officers, directors, employees, agents, and affiliates, from any and all claims, damages, liabilities, expenses, and costs (including reasonable attorneys'  fees) arising out of or related to any dispute or transaction between you and any other user of the MAT platform.

You acknowledge and agree that Fractional Shipping Ownership LLC is not responsible for any losses, damages, or claims arising out of or related to any dispute or transaction between you and any other user of the MAT platform, and that you will indemnify and hold harmless Fractional Shipping Ownership LLC, its officers, directors, employees, agents, and affiliates, from any such losses, damages, or claims.

You agree to indemnify and hold us harmless from any claims, damages, or expenses (including reasonable attorneys' fees) arising from your use of our services, your violation of these terms and conditions, or your violation of any rights of another.

This indemnification provision shall survive any termination or expiration of these terms and conditions.
 

16. Governing Law and Jurisdiction

These terms and conditions shall be governed by and construed in accordance with the laws of St Vincent & Grenadines, without giving effect to any principles of conflicts of law.

PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

Any dispute arising out of or related to these terms and conditions, the MAT platform, or any transaction or use of the MAT platform shall be resolved exclusively through arbitration conducted in St Vincent & Grenadines. ARBITRATION PREVENTS YOU FROM SUING IN COURT. 

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You and Fractional Shipping Ownership LLC agree to arbitrate any dispute arising from these Terms or your use of the Services, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. 

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You and Fractional Shipping Ownership LLC agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Fractional Shipping Ownership LLC shall be sent to _______________. 

You and Fractional Shipping Ownership LLC further agree: (a) to attempt informal resolution prior to any demand for arbitration; (b) that any arbitration will occur in Saint Vincent and the Grenadines; (c) that arbitration will be conducted confidentially by a single arbitrator in accordance with the Laws of Saint Vincent and the Grenadines; and (d) that the state or federal courts in Saint Vincent and the Grenadines have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by these Terms and the laws of Saint Vincent and the Grenadines without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and Fractional Shipping Ownership LLC will not commence a class action, class arbitration or representative action or proceeding.

Notwithstanding the foregoing, Fractional Shipping Ownership LLC may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or address any actual or threatened violation of these terms and conditions, without prejudice to its right to seek damages or other relief through arbitration as provided herein.

 

17. Suspension and Termination

Fractional Shipping Ownership LLC reserves the right to suspend or terminate any user's access to the Shipfinex platform at any time and for any reason, including but not limited to any violation of these terms and conditions or any applicable law or regulation. In the event of a suspension or termination, the user's access to the platform will be immediately disabled and any tokens held by the user may be frozen or forfeited in accordance with the terms and conditions of the platform.

Fractional Shipping Ownership LLC may also suspend or terminate the operation of the Shipfinex platform or any of its services at any time and for any reason, without notice to users. In such an event, Fractional Shipping Ownership LLC shall not be liable for any damages, losses or expenses incurred by users as a result of the suspension or termination of the platform or services.
 

In the event of a suspension or termination of the platform or a user's access to the platform, Fractional Shipping Ownership LLC may provide notice through the Shipfinex website or by email to the user's registered email address. It is the responsibility of the user to ensure that their contact information is up-to-date and accurate, and Fractional Shipping Ownership LLC shall not be liable for any damages, losses or expenses incurred by users as a result of their failure to receive notice.
 

18. Discontinuance of Services

We reserve the right to discontinue or modify any aspect of our services at any time, without notice or liability to you. We may also limit, suspend, or terminate your use of our services or your account at any time, without notice or liability, for any reason, including but not limited to breach of these terms, fraudulent or illegal activity, or actions that harm us or other users of our services. In the event of any discontinuance of our services, we shall not be liable to you or any third party for any direct or indirect damages, including loss of profits, data, or business, arising from the discontinuance or modification of our services.
 

19. Feedback 

Feedback is an important aspect of our services, and we welcome any comments or suggestions you may have. If you have any feedback or questions about our services, you can contact us using the contact information provided on our website or through the Shipfinex platform. We strive to provide the best possible service to our users and take all feedback seriously in order to improve our platform and services. Please note that we may use any feedback or suggestions you provide to us for our own purposes, including improving our platform and services.
 

20. Miscellaneous

• Entire Agreement; Order of Precedence. These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with Fractional Shipping Ownership LLC  for the Services or for any other Fractional Shipping Ownership LLC  product or service or otherwise. In the event of any conflict between these Terms and any other agreement you may have with Fractional Shipping Ownership LLC , the terms of that other agreement will control only if these Terms are specifically identified and declared to be overridden by such other agreement.

• Amendment. We reserve the right to make changes or modifications to these Terms from time to time, in our sole discretion, by posting the amended Terms via the applicable Fractional Shipping Ownership LLC  websites and mobile applications or by communicating these changes through any written or other contact method we have established with you and updating the "Last Updated" date at the top of these Terms. The amended Terms will be effective immediately thereafter and your use of the Services following the date on which such amended Terms are published will constitute consent to such amendments.

• Waiver. Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.

• Severability. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.

• Force Majeure Events. Fractional Shipping Ownership LLC  shall not be liable for (1) any inaccuracy, error, delay in, or omission of (i) any information, or (ii) the transmission or delivery of information; (2) any loss or damage arising from any event beyond Fractional Shipping Ownership LLC 's reasonable control, including but not limited to flood, extraordinary weather conditions, Covid19, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction or any other cause beyond Fractional Shipping Ownership LLC 's reasonable control (each, a "Force Majeure Event").

• Assignment. You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from Fractional Shipping Ownership LLC , including by operation of law or in connection with any change of control. Fractional Shipping Ownership LLC  may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.

• Headings. Headings of sections are for convenience only and shall not be used to limit or construe such sections.

• Survival. Clauses -  (Eligibility), (Fractional Shipping Ownership LLC Account), (Risk Disclosure), (Fees), (Feedback), (Copyrights), (Trademarks), (Third-Party Content), (Disclaimer of Warranties), (Limitation of Liability); (Indemnity), (Applicable Law; Arbitration) and this clause (Miscellaneous) shall survive any termination or expiration of these Terms.

• Jurisdiction-specific Legal Disclosures. Fractional Shipping Ownership LLC shall obtain licenses and registrations in certain jurisdictions in order to provide you our Services. These licenses or registrations may impact our provision and your use of our services depending on where you live or are domiciled. Information regarding Fractional Shipping Ownership LLC’s licenses and registrations, and corresponding disclosures shall be made available on the Fractional Shipping Ownership LLC website pages whenever they are obtained. By creating an Fractional Shipping Ownership LLC account, you acknowledge that you have read, understood and agree to the disclosures as may be applicable to you from the effective date of such disclosures. 

• No Financial advice 
   

YOU HEREBY ACKNOWLEDGE AND AGREE THAT Fractional Shipping Ownership LLC IS NOT A FINANCIAL  INSTITUTION, BANK, CREDIT UNION, TRUST, HEDGE FUND, BROKER OR INVESTMENT OR FINANCIAL ADVISOR, AND IS NOT SUBJECT TO THE SAME LAWS, REGULATIONS, DIRECTIVES OR REQUIREMENTS APPLICABLE TO SUCH PERSONS. 

Fractional Shipping Ownership LLC IS MERELY A TECHNOLOGY PLATFORM AND YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR THE LEGAL, REGULATORY AND TAX COMPLIANCE OF ALL TRANSACTIONS CARRIED OUT BY YOU USING THE SERVICES.

Under no circumstances does any oral or written information or advice contained on the Fractional Shipping Ownership LLC Platform, or provided to you through your Fractional Shipping Ownership LLC Account by any means or by any employee, agent or affiliate of Fractional Shipping Ownership LLC, constitute financial, investment or other professional advice. 

You are solely responsible for any decisions to buy, sell or store Digital Asset and for all decisions made to invest by using the services. Any such decisions ought to take into account your risk tolerance and financial circumstances. Always consult your legal or tax professional in relation to your specific situation.