Terms of Service

CriticalTech.Exchange provides digital infrastructure for the compliant tokenization of private-market securities and related financial-technology solutions in critical-technology sectors. The Services may include investor onboarding tools, issuer dashboards, due-diligence data rooms, and other integrations that connect issuers and investors with FINRA-member broker-dealer partners and Alternative Trading Systems (ATSs) in accordance with U.S. and international regulatory frameworks.

1. Agreement to Terms

By accessing or using our Services, you agree to be bound by these Terms and all applicable laws and regulations. If you do not agree, you may not use the Services.

If you are using the Services on behalf of an organization, entity, or fund, you represent and warrant that you have authority to bind that entity, and "you" refers to that organization.

2. Changes to Terms or Services

We may modify these Terms at any time. Updated Terms will be posted on this Site with a revised effective date. Continued use after notice of changes constitutes acceptance of the modified Terms.

We may also modify, suspend, or discontinue any part of the Services without prior notice.

3. Eligibility

You may use the Services only if you are 18 years or older and not prohibited from using them under applicable law. Certain Services may be limited to accredited or qualified investors or institutional clients in accordance with securities-law exemptions.

4. Account Registration

To access specific features, you may need to create an account ("Account"). You agree to:

• Provide accurate and current information;
• Maintain the confidentiality of your credentials; and
• Notify CriticalTech.Exchange immediately of any unauthorized use.

You are responsible for all activity that occurs under your Account.

5. Nature of the Services

CriticalTech.Exchange is a technology and infrastructure provider. We are not a registered broker-dealer, funding portal, investment bank, or custodian.

All securities transactions conducted through the platform occur via our regulated partners — FINRA-member broker-dealers, SEC-registered ATSs, or under valid securities-law exemptions (Reg D, Reg CF, Reg A+, Reg S).

Nothing on the Site constitutes an offer, solicitation, or recommendation to buy or sell securities.

6. Fees and Payments

Certain Services may require payment of subscription or transaction fees. All prices are stated in U.S. Dollars unless otherwise noted. Payments must be made via approved payment processors. Fees are non-refundable except as required by law.

7. User Responsibilities

You agree not to use the Services to:

• Violate any applicable law, regulation, or sanction regime;
• Upload or transmit unlawful, misleading, or confidential information without authorization;
• Interfere with the security or integrity of the Services; or
• Impersonate any person or entity.

CriticalTech.Exchange reserves the right to suspend or terminate access for violations of these Terms.

8. Intellectual Property

All intellectual property rights in the Services and Content (text, graphics, software, logos, etc.) are owned by Tokenova, Inc. or its licensors. You are granted a limited, non-exclusive, non-transferable license to use the Services for lawful and authorized purposes only.

You retain ownership of any data or materials you upload ("User Content"), but grant CriticalTech.Exchange a limited license to use such content solely to operate, maintain, and improve the Services.

9. Confidentiality and Data Privacy

Our handling of personal and business data is governed by the CriticalTech.Exchange Privacy Policy. By using the Services, you consent to the collection and processing of data in accordance with that Policy and applicable privacy laws, including GDPR, CCPA, and other global standards.

10. Compliance and Regulatory Disclosure

Tokenova, Inc. is registered with the U.S. Securities and Exchange Commission as an Exempt Reporting Adviser (ERA) and operates in collaboration with regulated partners in the U.S. and allied jurisdictions.

All investors and issuers using our infrastructure must comply with applicable securities, anti-money-laundering, and Know-Your-Customer (KYC) requirements. We reserve the right to suspend or refuse service if compliance obligations are not met.

11. Global Partnerships

CriticalTech.Exchange may engage with international partners to deliver Services consistent with global regulatory frameworks. Use of the Services may be subject to local laws in your jurisdiction. We do not offer or solicit securities where such activity would be unlawful.

12. Third-Party Services

The Services may contain links or integrations with third-party platforms (e.g., broker-dealers, custodians, data providers). CriticalTech.Exchange is not responsible for the content, accuracy, or privacy practices of such third parties. Your use of those services is governed by their respective terms.

13. Termination

You may terminate your Account at any time. CriticalTech.Exchange may suspend or terminate your access if you breach these Terms or if required by law. Certain obligations (including intellectual property, disclaimers, and limitations of liability) will survive termination.

14. Disclaimers and Limitation of Liability

The Services are provided "as is" and "as available" without warranties of any kind, express or implied. We disclaim all warranties, including merchantability, fitness for a particular purpose, and non-infringement.

CriticalTech.Exchange is not liable for any indirect, incidental, or consequential damages arising from your use of the Services or from reliance on information provided.

Private-market investments are speculative, illiquid, and may result in total loss of capital. We do not guarantee performance or liquidity.

15. Indemnification

You agree to indemnify and hold harmless Tokenova, Inc. dba CriticalTech.Exchange, its affiliates, officers, directors, employees, and partners from any claims, liabilities, damages, or expenses arising out of your use of the Services or violation of these Terms.

16. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Florida, USA, without regard to conflicts of law principles. Any dispute arising under or related to these Terms shall be resolved exclusively in the state or federal courts of Orange County, Florida, and you consent to their jurisdiction.

17. Changes and Contact

We may update these Terms periodically. The date at the top of this document reflects the latest revision. Continued use after updates constitutes acceptance.

For questions about these Terms, please contact:

Tokenova, Inc. dba CriticalTech.Exchange
Attn: Legal Department
6555 Sanger Road, Suite 100, Orlando, FL 32827, USA
Email: contact@criticaltech.exchange

Summary for Visitors

• Tokenova, Inc. is an SEC-registered Exempt Reporting Adviser (ERA) providing compliant digital-asset infrastructure under the CriticalTech.Exchange brand.
• We are not a broker-dealer; all offerings occur through regulated FINRA partners or recognized exemptions.
• Use of our Services is subject to these Terms and applicable securities and privacy laws.