Terms of Use
Our Terms of Use
1. SCOPE AND DEFINITIONS
1.1 The terms and conditions of this agreement ("Terms of Use") apply between tectrex AG, Senckenberganlage 10-12, 60325 Frankfurt am Main (hereinafter: "tectrex"), as the operator of the Platform, and our Customers and Users.
They govern the use of the tectrex platform, a marketplace for the standardized digital securitization of institutional real estate investments ("Platform").
1.2 "Customers" are companies that tectrex grants access to the Platform via a Customer Account.
1.3 "Customer Account" is the access authorization assigned to a specific Customer for the Platform and its features.
1.4 "Customer Area" is the virtual user interface of the Platform assigned to a Customer Account.
1.5 "User" is any individual who uses the Platform directly through a Customer Account or a User Account created and allocated by a specific Customer.
1.6 "User Account" is the access authorization assigned to a specific person for the Platform and its features.
1.7 Any other existing agreements between the parties are not affected by these terms.
2. REGISTRATION AND LOGIN DATA
2.1 Use of the Platform is permitted only if Customers and Users are properly registered on the Platform and accept these Terms of Use. The Customer can grant individuals access to the Platform by setting up individual User Accounts.
2.2 tectrex reserves the right to reject any Customer or User registration in individual cases without providing a reason.
2.3 Customers agree to provide only correct information during registration. The same applies to information about Users they set up.
2.4 Customers and Users must take all reasonable precautions to protect their login data from unauthorized access to prevent misuse by third parties. The password for the personal login must be kept secret at all times. If you have reason to believe that a third party knows your password, you must change it immediately. If you discover or suspect misuse or other unauthorized use of your login data, you must inform tectrex without delay at [email protected].
3. CONTENT AND PLATFORM FEATURES
3.1 tectrex will make the Platform available for Customers to obtain certain information, including but not limited to:
real estate investments;
asset owners and investors;
market data (e.g., token prices, market capitalization) or other third-party data generated, controlled, and/or provided by third parties (e.g., partner exchanges) (hereinafter referred to as "Third-Party Data").
All of the above information is hereinafter referred to as "Content".
3.2 The Platform provides the following features, which may be subject to change and may be extended in the future:
general website viewing;
registration/sign-up;
post-whitelisting;
real estate asset viewing;
due diligence on real estate assets, including the respective investment opportunity;
participation in primary issuances with exchange partners;
secondary trades through partner exchanges.
3.3 Our offer is limited to providing an internet-accessible Platform. tectrex will use its best efforts to ensure error-free operation. However, system availability may be affected by factors like maintenance work or other influences. Customers and Users are not entitled to continuous availability or compensation for any loss if the Platform is unavailable for any legal reason.
4. GENERAL OBLIGATIONS OF USERS
Users must use the Platform only in accordance with these Terms of Use. Any actions intended to impede or render the Platform's functionality unusable are prohibited and may result in civil or criminal legal action by tectrex or the relevant public authorities. In particular, any measures that may impact the physical and logical structure of the Platform are strictly prohibited.
5. UPLOAD OF CONTENT BY USERS
If tectrex enables Users to upload Content to the Platform, the following provisions apply:
5.1 The User is responsible for their activities within the entire Platform, particularly for the correctness of the uploaded Content and its freedom from any viruses or other malware.
5.2 By uploading Content, the User grants tectrex and its affiliated companies a permanent, irrevocable, and transferable right to use, store, copy, make available, and erase the Content. This right continues even after the termination of these Terms of Use.
5.3 The User warrants that any uploaded Content is free of third-party rights. The User must indemnify tectrex and hold it harmless from all third-party claims for loss or damage caused by the Content the User uploaded or posted.
5.4 The User must not use the Platform in an unlawful manner. Specifically, you must not publish or make accessible any Content that:
includes illegal content (e.g., content that incites hatred, defames, glorifies violence, is discriminatory, harmful to minors, or is pornographic);
infringes on the intellectual property or copyrights of third parties;
contains third-party trade secrets or is subject to a contractual or statutory duty of confidentiality.
If you become aware of any breaches while using the Platform, you must report them to tectrex without delay.
5.5 Content on the Platform may not be read, stored, processed, modified, forwarded, used commercially, or misused in any other way—either manually or automatically—for the purpose of obtaining data without tectrex's consent.
5.6 If unlawful Content is suspected under Clause 5.4, tectrex reserves the right to remove it without prior notice or explanation. If the publication of illegal Content is suspected, tectrex may request a statement from the Customer or User by a set deadline. If proof of legality isn't provided, tectrex may block the Content and, if the illegality is legally established, permanently erase it. tectrex will be released from its contractual obligations for the period of blocking or deletion.
5.7 In the case of an upload of unlawful Content, tectrex is entitled at any time to terminate services offered via the Platform with a notice period of 4 weeks. In this process, we may irrevocably erase the Content of Customers and Users, subject to any statutory retention obligations, and block access. tectrex is not required to create or keep backups of any Content uploaded to the Platform.
5.8 tectrex accepts no liability for the Content published by Customers and Users. We do not systematically check User Content before its dissemination, transmission, or publication.
6. CUSTOMER'S LIABILITY FOR USER CONDUCT
6.1 The Customer is required to check the activities of the Users in their Customer Area to ensure they comply with their obligations under these Terms of Use.
6.2 Every action of a User within the Platform is attributed to the Customer as their own. In relation to tectrex, the Customer is liable as a joint and several debtor for all breaches of these Terms of Use and other violations of the law by the User.
6.3 If the Customer becomes aware that a User is in breach of obligations from the Terms of Use or statutory provisions, the Customer must notify tectrex without delay at [email protected]. Additionally, the Customer must take immediate, suitable measures to stop the breach, in particular by deactivating or deleting the User Account.
7. TERMINATION OF THE TERMS OF USE
7.1 These Terms of Use come into effect upon your first access to the Platform.
7.2 A request by a Customer or User to delete their account is considered a termination of these Terms of Use. Requests for deletion must be sent to [email protected]. If terminated, the registration and profile of the Customer or User will be deactivated within 15 business days.
7.3 In the event of good cause, tectrex is entitled to temporarily or permanently prohibit the Customer or User from using the Platform and/or terminate these Terms of Use. Good cause is deemed to exist if Customers or Users breach these Terms of Use, particularly if a Customer makes false declarations during the registration process or if Customers or Users disclose login data to unauthorized third parties.
7.4 If these Terms of Use are terminated, Customers and Users must stop using the Platform immediately. If the Customer or User breaches this obligation, they will still be liable in accordance with the provisions of these Terms of Use.
8. TECHNICAL AND SECURITY MEASURES
8.1 tectrex will take the following technical measures for the operation and maintenance of the Platform:
IT infrastructure management and maintenance;
Software development and updates;
Helpdesk and technical support (Monday to Friday from 8 am to 6 pm CET);
Data backup and storage within Europe;
Network monitoring and security; and
Application management.
8.2 tectrex does not provide:
Hardware procurement and installation;
Third-party software; or
On-site support and training.
8.3 The following performance metrics will be used for our helpdesk and technical support service level:
System uptime: 99%
Helpdesk response time: 4 hours (Monday to Friday from 8 am to 6 pm CET).
8.4 tectrex will take the following security and risk management measures for the Platform:
Implementation of firewalls, intrusion detection systems, and antivirus software (either directly or through third-party providers);
Regular security audits and vulnerability assessments;
Encryption of sensitive data;
Regular risk assessments and mitigation planning; and
Data backup and off-site storage.
8.5 For clarity, tectrex does not guarantee the continuous operation of the Platform or the measures described in this Clause 8.
9. LIABILITY OF TECTREX
9.1 tectrex assumes no liability for the completeness, factual correctness, or accuracy ("Quality") of the Content. In particular, we assume no liability for the Quality of any Third-Party Data, which may be inaccurate, outdated, or inaccessible due to malfunctions of third-party IT systems.
9.2 tectrex assumes no liability for the content of external websites linked on the Platform. The respective operators are solely responsible for the content of those linked pages.
9.3 tectrex, its legal representatives, and vicarious agents are liable for malicious intent and any negligence in the case of a breach of material contractual obligations. These are obligations that are essential for the proper performance of the contract and on which Customers and Users can rely. Otherwise, tectrex, its legal representatives, and vicarious agents are only liable for loss or damage caused by malicious intent or gross negligence.
9.4 If tectrex is liable under Clause 9.3, liability is limited to foreseeable damage that is typical for the contract. Indirect and consequential loss or damage will only be compensated if such damage is typically expected when using the Platform as intended.
9.5 The limitations or exclusions of liability mentioned above do not apply to claims for injury to life, limb, or health or claims under the Produkthaftungsgesetz (German Product Liability Act).
10. FURTHER DEVELOPMENT AND CHANGES TO TERMS OF USE
10.1 The Platform is continuously being developed and improved, although tectrex is not obligated to do so. tectrex is entitled to make changes to the Platform at any time, as long as this is reasonable for the Customer or User, considering tectrex's interests. If necessary, the Terms of Use will be adapted and updated accordingly.
10.2 Registered Customers and Users will be informed about changes to the Terms of Use via email. The current version can be viewed and printed on the Platform for logged-in users.
10.3 If a Customer or User rejects any changes to the Terms of Use, tectrex may terminate the Terms of Use without notice and block and delete their access. In this case, the Customer and all Users allocated to that Customer must stop using the Platform immediately.
11. INTELLECTUAL PROPERTY
11.1 All copyrights (including rights in data and databases), trademarks, and other intellectual property rights on the Platform and its content belong to tectrex, are licensed to tectrex, or are used by tectrex in another legally permissible way. For the Content made available by tectrex, the Customer and User are granted a non-exclusive, non-transferable, and non-sublicensable right to use it to the extent required to display and use the Platform in a web browser for business purposes within the scope of the customer relationship.
12. CONFIDENTIALITY UNDERTAKING
12.1 Despite any other agreements, the Customer will not disclose to third parties any confidential information transmitted to them by tectrex via the Platform ("Confidential Information").
A Customer may disclose Confidential Information to third parties only if those third parties have a legitimate interest in having knowledge of it and only under the following conditions:
tectrex has given written consent;
the Customer advises the third parties of the confidential nature of the information before disclosure; and
the Customer ensures the third party complies with the obligations of this Clause 12.1 in the same way as the Customer is required to.
In particular, these people must be legally or contractually bound to secrecy.
12.2 During the term of these Terms of Use, the Customer must take and maintain appropriate measures to keep all Content confidential at all times.
12.3 The Customer may disclose Confidential Information if:
they already lawfully possessed or had knowledge of it before tectrex's disclosure;
it is publicly known without any breach of these Terms of Use by the Customer or an assigned User;
it is, or has been, legally made available to the Customer by a third party not bound to tectrex by a confidentiality agreement or other obligation of secrecy, and is not directly or indirectly controlled by the Customer; or
it must be disclosed by a final court or governmental authority order, provided the Customer first notifies tectrex in writing (an email is sufficient) to allow tectrex to take reasonable efforts to obtain confidential treatment of the information.
12.4 The obligations in Clauses 12.1 to 12.3 apply to the User as well. The Customer and the respective authorized User are obligated to protect this Confidential Information in accordance with this Clause 12 from access by third parties or unauthorized users.
12.5 The confidentiality obligations under this Clause 12 are indefinite.
13. MISCELLANEOUS
13.1 If any part of these Terms of Use is legally invalid, it does not affect the validity of the remaining provisions. Instead, the invalid provision will be retroactively replaced by a legally permissible one that reflects the original's meaning and purpose as closely as possible.
13.2 These Terms of Use are governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
The place of jurisdiction is Frankfurt am Main, Germany.
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