Terms of Service

Atlas Digital Equity, Inc.

Effective Date: June 2, 2026 Last Updated: June 2, 2026

1. Acceptance of These Terms

These Terms of Service ("Terms") are a binding agreement between you ("you" or "User") and Atlas Digital Equity, Inc., a Nevada corporation ("Atlas," "we," "us," or "our"), governing your access to and use of the website located at https://atlasdigitalequity.com, any related subdomains, mobile or desktop applications, APIs, and any services made available through them (collectively, the "Platform").

By creating an account, accessing, or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, do not access or use the Platform.

Section 14 contains a binding arbitration clause and class-action waiver. Please read it carefully.

2. Definitions

"Account" means the registered user account you create to access the Platform.
"Issuer" means a company whose securities are made available for transactions through the Platform.
"Securities" means equity, debt, convertible instruments, SAFEs, fund interests, tokenized representations of any of the foregoing, or any other instruments listed on or transacted through the Platform.
"Transaction" means any purchase, sale, transfer, tender, bid, offer, or other transfer of Securities facilitated through the Platform.
"Content" means information, text, data, images, documents, and other materials made available on or through the Platform.

3. Eligibility

To use the Platform, you must:

(a) be at least 18 years old (or the age of majority in your jurisdiction, if higher); (b) have the legal capacity to enter into binding contracts; (c) not be located in, ordinarily resident in, or a national of any jurisdiction subject to comprehensive U.S. sanctions, and not be a person identified on any U.S. government sanctions or denied-persons list; (d) not be barred from receiving services under applicable law (including under federal or state securities laws); and (e) meet any additional eligibility criteria we may require for specific Transactions, including, where applicable, status as an "accredited investor" within the meaning of Rule 501 of Regulation D, a "qualified institutional buyer" under Rule 144A, or a "qualified purchaser" under Section 2(a)(51) of the Investment Company Act, as applicable.

We may require you to provide documentation or undergo third-party verification of your eligibility, and we may refuse, suspend, or terminate access for any User who does not satisfy these requirements.

4. Account Registration and Security

To use most features of the Platform, you must register for an Account. You agree to:

(a) provide accurate, current, and complete information during registration and keep it updated; (b) maintain the confidentiality of your credentials and any multifactor authentication device; (c) be solely responsible for all activity that occurs under your Account; and (d) promptly notify us of any unauthorized access or suspected security incident at security@atlaseq.xyz.

We may suspend, restrict, or terminate your Account at any time if we suspect a violation of these Terms, fraudulent activity, or applicable law, or for any other reason in our reasonable discretion.

5. KYC, AML, and Sanctions Compliance

Atlas is required, and you are required, to comply with applicable anti-money-laundering, counter-terrorist-financing, sanctions, and "know your customer" laws. You authorize us and our service providers to:

(a) collect identifying information and documents (including government-issued identification, address, date of birth, taxpayer identification, and source-of-funds information); (b) verify your identity and screen you and your Transactions against sanctions, politically-exposed-persons, and other compliance lists; (c) request additional information at any time; and (d) decline, delay, freeze, reverse, or report Transactions where we determine in good faith that doing so is appropriate for compliance reasons.

We may share information about you and your activity with regulators, law enforcement, financial institutions, and our service providers as required or permitted by law.

6. The Platform; Nature of Services

The Platform provides technology and information services that enable Users to identify potential counterparties for private-securities transactions, exchange information about Issuers and Securities, and coordinate the documentation of Transactions. Atlas's role is limited to providing the technology infrastructure and related informational and administrative services.

Atlas is a technology service provider, not a regulated financial intermediary. Atlas is not registered with, and does not act as, a broker, dealer, alternative trading system, national securities exchange, investment adviser, funding portal, transfer agent, or clearing agency under U.S. federal or state securities laws, and Atlas is not a member of FINRA, SIPC, or any other securities self-regulatory organization. Atlas does not provide recommendations or advice with respect to any Issuer, Security, or Transaction, does not solicit Transactions, and does not hold, custody, or transmit cash or Securities. Brokerage, custody, settlement, transfer-agent, escrow, and similar services, where required in connection with a Transaction, must be obtained by the parties to the Transaction from separately engaged, appropriately licensed third parties.

Atlas is not an issuer of Securities listed on the Platform (other than its own securities, if applicable). Atlas does not endorse, sponsor, or recommend any Issuer or Security. Inclusion of an Issuer or Security on the Platform does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation by Atlas. Each Transaction is entered into solely between the buyer, seller, and, where applicable, the Issuer or its transfer agent, on the terms agreed by those parties.

7. No Investment, Legal, Tax, or Other Advice

Content on the Platform (including Issuer-provided materials, market data, valuations, indicative prices, analytics, and any commentary) is provided for informational purposes only. Atlas does not provide investment, legal, tax, accounting, or financial advice, and nothing on the Platform constitutes a recommendation to enter into any Transaction. You are solely responsible for your investment decisions and should consult your own advisers.

8. Risk Disclosures

You acknowledge that Transactions in private-company Securities involve significant risks, including but not limited to:

(a) illiquidity: Securities may not be readily transferable or saleable; (b) limited information: Issuers may not provide the financial or operational disclosures available for public companies; (c) valuation risk: there may be no reliable market price; indicative prices and prior transaction data may not reflect current value; (d) transfer restrictions: Securities may be subject to rights of first refusal, co-sale rights, board or company consents, lock-ups, transfer-agent requirements, and federal and state securities-law restrictions, any of which may delay or prevent settlement; (e) dilution and loss of value, up to and including total loss of investment; (f) conflicts of interest at the Issuer level and among other Platform participants; and (g) tax consequences that may be complex and adverse.

You may lose some or all of the amount you invest. Only participate if you can bear that risk.

9. Transactions, Fees, and Settlement

(a) Transaction terms. The specific terms of each Transaction (price, quantity, conditions, settlement timing, and any Issuer-required consents) will be set forth in Transaction documentation presented through the Platform. By executing a Transaction, you agree to those terms.

(b) Fees. Fees and other charges, if any, will be disclosed in the applicable Transaction documents or otherwise communicated to you in advance. We may change our fees at any time on prospective notice. You are responsible for any taxes, withholding, and third-party fees associated with your Transactions.

(c) Settlement. Settlement of a Transaction is contingent on completion of all required steps, which may include Issuer or transfer-agent approval, payment of consideration, satisfaction of regulatory requirements, and execution of definitive documentation. Atlas does not guarantee the completion of any Transaction.

(d) Cancellation and reversal. We may cancel, reverse, or void a Transaction if it was entered in error, in violation of these Terms or applicable law, or where required by an Issuer, regulator, or service provider.

10. User Conduct

You agree not to, and not to attempt to:

(a) violate any applicable law or regulation, including securities, anti-fraud, anti-money-laundering, sanctions, tax, and privacy laws; (b) provide false, misleading, or incomplete information, or impersonate any person or entity; (c) engage in market manipulation, wash trading, spoofing, layering, front-running, or insider trading, or trade on the basis of material non-public information; (d) interfere with, disrupt, reverse-engineer, scrape, decompile, probe, or attempt to gain unauthorized access to the Platform, its systems, or other users' accounts; (e) introduce malware, viruses, or other harmful code; (f) use the Platform to launder money, finance terrorism, or evade sanctions; (g) infringe the intellectual property, privacy, publicity, or other rights of any person; (h) use the Platform on behalf of an undisclosed beneficial owner or in violation of any nominee, custodial, or fiduciary obligation; or (i) circumvent any access, eligibility, or volume restriction.

11. Intellectual Property

The Platform and all Content other than User Content (defined below) are owned by Atlas or its licensors and are protected by intellectual-property laws. Subject to your compliance with these Terms, Atlas grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your personal or internal business use. All other rights are reserved.

You may not copy, modify, distribute, sell, lease, or create derivative works of any portion of the Platform without our prior written consent, except as expressly permitted by these Terms.

12. User Content and Submissions

You retain ownership of content you submit to the Platform ("User Content"). You grant Atlas a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, use, reproduce, modify, display, and distribute User Content for the purposes of operating, providing, and improving the Platform and complying with legal obligations.

You represent and warrant that you have all rights necessary to submit User Content and that it does not violate any law or third-party right.

If you submit feedback or suggestions, you grant us an unrestricted, perpetual, irrevocable, royalty-free license to use them for any purpose.

13. Third-Party Services and Issuer Information

The Platform may integrate with or link to services operated by third parties (including identity verification, payments, custody, transfer agents, banks, and data providers). Atlas is not responsible for third-party services, and your use of them is governed by their own terms and policies.

Information about Issuers and Securities may be provided by Issuers or third parties. Atlas does not independently verify all such information and makes no representation as to its accuracy or completeness.

14. Disclaimers

THE PLATFORM AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, ATLAS DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

ATLAS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM IS FREE OF VIRUSES OR HARMFUL COMPONENTS. ATLAS DOES NOT GUARANTEE ANY PARTICULAR RESULT OR OUTCOME FROM USE OF THE PLATFORM.

Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the foregoing exclusions apply to the fullest extent permitted by law.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ATLAS, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUES, LOST DATA, OR LOST OPPORTUNITIES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ATLAS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO ATLAS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

These limitations apply regardless of the legal theory on which the claim is based (contract, tort, statute, or otherwise) and survive any failure of essential purpose of any limited remedy.

16. Indemnification

You agree to defend, indemnify, and hold harmless Atlas and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your access to or use of the Platform; (b) any Transaction you enter into; (c) your User Content; (d) your violation of these Terms or any law; or (e) your violation of any third-party right.

17. Dispute Resolution; Arbitration; Class-Action Waiver

Please read this section carefully. It affects your legal rights.

(a) Informal resolution. Before filing any claim, you agree to first contact us at legal@atlaseq.xyz and attempt to resolve the dispute informally for at least 60 days.

(b) Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that is not resolved informally will be resolved by binding individual arbitration administered by JAMS under its then-current rules. The arbitration will be conducted in Las Vegas, Nevada, or by videoconference, and judgment on the award may be entered in any court of competent jurisdiction.

(c) Class-action waiver. YOU AND ATLAS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

(d) Exceptions. Either party may bring an individual action in small-claims court, and either party may seek injunctive or other equitable relief in court to protect its intellectual-property rights.

(e) Opt-out. You may opt out of this arbitration agreement by sending written notice to 10845 Griffith Peak Drive, 2nd Floor, Las Vegas, NV 89135 within 30 days after first accepting these Terms. Opting out will not affect any other provision of these Terms.

18. Governing Law and Venue

These Terms are governed by the laws of the State of Nevada, without regard to its conflict-of-laws principles. To the extent any claim is not subject to arbitration under Section 17, the exclusive venue will be the state and federal courts located in Clark County, Nevada, and each party irrevocably consents to the personal jurisdiction of those courts.

19. Termination

You may close your Account at any time by contacting support@atlaseq.xyz. We may suspend or terminate your access at any time, with or without notice, for any reason, including violation of these Terms.

Upon termination, your right to use the Platform ends immediately. Sections that by their nature should survive (including Sections 11, 14, 15, 16, 17, 18, and this Section 19) will survive.

20. Changes to These Terms

We may modify these Terms from time to time. The "Last Updated" date at the top of these Terms indicates when they were last revised. Material changes will be communicated through the Platform or by email. Your continued use of the Platform after a change becomes effective constitutes acceptance of the revised Terms.

21. General Provisions

(a) Entire agreement. These Terms, the Privacy Policy, and any Transaction documentation constitute the entire agreement between you and Atlas with respect to the Platform.

(b) Severability. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

(d) Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms freely.

(e) Force majeure. Atlas is not liable for delays or failures caused by events beyond its reasonable control.

(f) Notices. Notices to Atlas must be sent to 10845 Griffith Peak Drive, 2nd Floor, Las Vegas, NV 89135 with a copy to legal@atlaseq.xyz. Notices to you may be provided through the Platform or by email to the address on your Account.

(g) Relationship. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Atlas.

(h) Headings. Section headings are for convenience only and do not affect interpretation.

22. Contact

Atlas Digital Equity, Inc. 10845 Griffith Peak Drive, 2nd Floor, Las Vegas, NV 89135
Email: hello@atlaseq.xyz Legal: legal@atlaseq.xyz