Agora Innovation GmbH, Robert-Schneider-Str. 38, 64289 Darmstadt, Register number: HRB 97223, Register court: Darmstadt („Agora“) has developed and operates an investment platform (“iVE.ONE”) via the website https://investment.ive.one (“Website”). When providing investment brokerage services in the sense of sec. 1 subsection 1a, sentence 2, no. 1 of the German Banking Act (“KWG”) via iVE.ONE Agora is acting as a tied agent in the sense of sec. 2 subsection 10 KWG for account and under the liability of FELS wealth GmbH, Am Marktplatz 5, 65779 Kelkheim („FELS“). The following general Terms and conditions (“Terms”) are applicable to all legal relationships between Agora and the Users of the website and the thereon offered services (“Users”) under the condition that the users approach FELS as the legally responsible financial service institution in all legal matters that are related to the provision of investment brokerage services in the sense of sec. 1, subsection 1a, Sentence 2, no. 1 KWG via iVE.ONE.
2.1 The investment brokerage services (sec. 1, subsection 1, sentence 2 no. 1 KWG) provided by Agora via iVE.ONE are exclusively provided by Agora as a tied agent in accordance with sec. 2, subsection 10 KWG for account and liability of FELS. FELS is a German financial service institution under supervision of the German Federal Financial Supervisory Authority (“BaFin”) and the German Central Bank. The corresponding BaFin-ID number of FELS is 156891.
2.2 FELS accepts any and all civil liabilities vis-à-vis the Users of the aforementioned financial services, that arise from any and all breaches of obligations committed by Agora to the extent that the breached obligations are connected to the aforementioned financial services. Users therefore have to assert any and all claims that may result from the breach of obligations of investment brokerage contracts directly vis-à-vis FELS and not vis-à-vis Agora.
2.3 FELS notified BaFin about the assumption of liability described above. Agora has been added to the BaFin registry of tied agents https://portal.mvp.bafin.de/database/VGVInfo/.
2.4 Agora is liable vis-à-vis the users for any other provided services via iVE.ONE that do not qualify as supervised investment brokerage services. The assumption of liability of FELS does not include the assumption of liability for such services.
2.5 Furthermore, FELS does not assume liability for the investment brokerage of tokens qualifying as financial instruments in the sense of the German Banking Act and that are being brokered by a different financial service institution due to an individual agreement.
2.6 Users will be informed on iVE.ONE about which companies or individuals in the specific case are acting as the brokering or offering financial service institute, the token issuer or – if deviating – the seller of the tokens to be acquired prior to the acquisition.
3.1 The website is accessible at https://investment.ive.one. Users have the possibility to register to iVE.ONE in accordance with clause 4. Users may use the features offered on iVE.ONE after successful registration.
3.2 Registered Users get their own dashboard displaying the Users iVE.ONE order history, performed investments as well as the Users current token holdings and information about the investment history.
3.3 Via the dashboard, Users furthermore have the possibility to acquire tokens from companies that use IVE.ONE as a technical platform for the initial offering of their tokens (“Issuer”). The acquisition of tokens via the iVE.ONE dashboard happens directly from the token issuer and not from the involved investment broker (e.g. Agora/FELS or any other investment broker).
3.4 In addition to the possibility of acquiring tokens as well as the overview of personal token holdings and transaction histories of Users, Agora also offers its Users complementary services via iVE.ONE. The specifics of such additional services are regulated in special terms (“Special Terms”). For the usage of such complementary services, these general Terms apply to the extent that the Special Terms do not deviate.
4.1 In order to be able to use the services offered on iVE.ONE, Users of the website must first register with IVE.ONE and create a user account.
4.2 In order to successfully register with iVE.ONE, Users have to submit in the registration process their full name and surname, a valid email address belonging to them and the country in which they have their official residency.
4.3 Users must choose an individual password for their iVE.ONE account. Users are responsible for the adequate protection of their password against unauthorized third-party usage.
4.4 Users must agree to these Terms regarding the usage of the online platform iVE.ONE as well as to the at the time of the registration applicable privacy statement of Agora in order to successfully register with iVE.ONE.
4.5 Agora takes compliance with the supervisory regulations that are applicable to them and their cooperation partners very seriously. The usage of services that are offered on IVE.ONE therefore might require the User to provide additional information and pass through additional processes (e.g. KYC process according to the Federal Money Laundering Act, adequacy test according to the Federal Securities Trading Act, etc.). This enables Agora and cooperating partners to comply with the specific supervisory requirements that are applicable in each individual case.
5.1 iVE.ONE serves as an investment platform for the issuance of digital, blockchain-technology based investment products.
5.2 Contracts on the acquisition respectively the sale of tokens come into effect directly and solely between the investing User and the Issuer, respectively the party selling the tokens. Under no circumstances does Agora/FELS become a party of any acquisition respectively sales contract.
5.3 Agora/FELS only act as a financial service institute providing investment brokerage services with regards to tokens that are intended to be purchased via iVE.ONE, if this fact has been explicitly brought to the individual Users attention in the broker information made available to the User prior to the purchase of the tokens.
5.4 There is also the possibility that the brokering of via iVE.ONE acquirable tokens is provided by a different financial service institution than Agora/FELS. In these cases, Agora solely acts as a technical service provider of the Issuer by providing the platform infrastructure on iVE.ONE. Prior to any sale or acquisition it will be brought to the individual Users attention, which financial service institution acts as the investment broker of the transaction in the specific case. This information will be included in the brokering information of the specific transaction, which will be made available to the User prior to the transaction.
6.1The custody, administration and safeguarding of third-party crypto assets or third-party private cryptographic keys, which are required to store or transfer crypto assets (crypto custody business) is a financial service in the sense of sec. 1, subsection 1a, sentence 2, no. 6 KWG and subject to an authorization requirement. As the operator of iVE.ONE, Agora is not authorized to provide crypto custody services. In order to offer to Users a maximal comprehensive service experience, Agora cooperates with the iVE.ONE partner company Tangany GmbH, Agnes-Pockels-Bogen 1, 80992 Munich (“Tangany”) for the provision of crypto custodian services that is authorized by BaFin to provide crypto custody services.
6.2 At no point in time does Agora itself offer to its Users the custody, administration or safeguarding of tokens, respectively of the matching private cryptographic keys. Users instead have the possibility to generate a wallet for the custody of crypto assets that were purchased via IVE.ONE with Tangany via their IVE.ONE account. In this case, crypto assets that were purchased by the user via IVE.ONE are administered, safeguarded and held in custody by Tangany and not by Agora.
6.3 Furthermore, Users have the option to use a suitable wallet for IVE.ONE supported crypto assets, respectively the corresponding private keys, if they do not wish to use the custody services of Tangany.
6.4 Agora shall not be liable for any damages that result from the incompatibility of a user-provided wallet with the crypto assets purchasable via iVE.ONE. Users are fully responsible for the compatibility of the wallets they provide via iVE.ONE purchasable crypto assets.
7.1 With the exception of the assumed liability of FELS as set out in clause 2. of these Terms for breaches of duty with regards to investment brokering services, Agora will be liable vis-à-vis the Users in accordance with the statutory regulations for the intentional or grossly negligent conduct of its legal representatives, employees and vicarious agents.
7.2 Agora shall furthermore be liable vis-à-vis the Users for damages that result from the slightly negligent conduct of their employees, legal representatives and vicarious agents that led to culpably caused damages to life, to body or to health or that result from the breach of an essential contractual obligation or from the absence of a guaranteed quality of an agreed upon service.
7.3 An essential contractual obligation in the sense of the previous clause is a contractual obligation of Agora, the fulfillment of which enables proper implementation of these terms and which the users can trust to be performed and if breached by Agora may jeopardize attainment of the contractual purpose.
Information regarding the handling of personal user data, especially the collection, processing and use of data for the purpose of account creation as well as for the purpose of carrying out the due performance which results from and is owed because of these Terms can be found in the data privacy statement of Agora.
9.1 Agora as well as the Users have the right to terminate this contractual relationship at any point in time in accordance with these Terms.
9.2 The termination of the contract comes into effect on the day after the investments of the User are completely settled. User investments are completely settled in the aforementioned sense, if
9.3 After the termination of the contract comes into effect, Agora will block the Users access to the user account and will delete the account as well as any data connected to it unless mandatory legal provisions require otherwise.
10.1 Accessing, copying and saving of the website or its sub-sites or content, either entirely or in parts is exclusively permitted for private, not commercial purposes. Copyright references and trademark symbols may neither be modified nor removed.
10.2 Accessing, copying or saving for commercial purposes shall only be permissible upon express approval in text form and only in individual cases.
11.1 Users, which enter into these Terms as consumers in the sense of sec. 13 of the German Civil Code (BGB) have a statutory right of revocation in accordance to sec. 312g BGB. Consumers in the aforementioned sense are natural persons which enter into these Terms for a purpose that can predominantly neither be attributed to their commercial nor to their independent professional occupation.
11.2 Revocation Instructions
Right of Revocation
Users have the right to revoke this contract without giving any reason.
The revocation period will expire after 14 days from the day of the closing of the contract.
To exercise the revocation right, users have to inform Agora (Agora Innovation GmbH, Robert-Schneider-Str. 38, 64289 Darmstadt, Tel. +49 (0) 157 353 902 68, Germany, E-Mail: email@example.com) of their decision to revoke the contract via an unequivocal statement (e.g. a letter sent by post or e-mail)
For meeting the revocation deadline, it is sufficient that the Users send the communication concerning the exercise of the right of revocation prior to the end of the revocation period.
Effects of Revoking
If a user revokes these Terms, Agora shall reimburse the User with all payments it received from him, including the cost of delivery (with the exception of the supplementary costs resulting from the Users choice of type of delivery other than the least expensive type of standard delivery offered by Agora) without undue delay and in any event not later than 14 days from the day on which Agora has been informed about the Users decision to revoke this contract. Agora will carry out such reimbursement using the same means of payment that the User used for the initial transaction, unless it is expressly agreed with the User otherwise; in any event, the User will not incur any fees as a result of such reimbursement.
If the User demanded that the service shall begin during the revocation period, the User is obligated to pay Agora a reasonable amount which is equivalent to the amount that is in proportion to the extent of the service already provided at the time at which the User informs Agora of his revocation in comparison to the full coverage of the contract.
– End of revocation instructions –
12.1 These Terms as well as all the rights and obligations arising from them are exclusively subject to the laws of the Federal Republic of Germany with the exclusion of the conflict-of-law rules of the international private law and the UN sales convention (CISG). If a User acts as a consumer, the mandatory consumer protection regulations of the state in which the user takes his habitual residency are applicable if they offer further protection for the user.
12.2 The place of performance and sole legal venue for all disputes arising from the legal relationships regulated under these terms is Darmstadt unless mandatory statutory provisions dictate otherwise.
12.3 The German version of these Terms is exclusively decisive for the legal interpretation of these Terms. The English translation serves for information purposes only.
12.4 If one or more provisions of these Terms is wholly or partially void the validity of the remaining provisions shall not be affected.