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SPLINT TERMS AND CONDITIONS

VERSION 1.6

DECEMBER 2022

1   SCOPE OF APPLICATION

These terms and conditions ("Terms") govern the purchase, transfer, management, custody and sale of co-ownership interests ("Splints") in physical and digital objects ("Object") through the Splint Invest websites and apps (the "Platform") operated by MARK Investment Holding AG with its registered office in Unter Altstadt 30, 6300 Zug, Switzerland ("Splint Invest", "we", "our" or "us") by users of the Platform and owners of Splints ("buyer", "co-owners", "you" or "your").

You must register on the Platform and accept these Terms in order to purchase a Splint from us. Upon any transfer of a Splint, whether through the Platform or outside the Platform, the rights and obligations under these Terms will pass to the new owner of the Splints.

The platform terms and conditions shall apply in addition to and, in the event of any inconsistency, subordinate to these Terms.

2   PHYSICAL AND DIGITAL OBJECTS

Both physical objects and digital objects such as 'non-fungible tokens' (NFT), which have the same characteristics as physical objects apart from their physicality, may be offered on the platform.

The parties acknowledge that no specific civil law provisions exist for Splints and digital objects as of the date of these terms and that the analogous application of the provisions for objects to digital objects under the Swiss Civil Code ("SCC") is still unclear. To the extent and as long as no such special provisions exist, the parties agree that, as between the parties, the provisions of property law and contractual obligations under these terms that apply to Splints of physical objects shall, for the purposes of these terms, apply analogously to Splints of digital objects. In the case where the conditions agreed between the parties affect third parties, both parties will, to the extent possible, undertake all reasonable efforts to uphold the same contractual provisions and their effect on third parties.

3   Co-Ownership Register and Form of Splints

3.1 Forms of Splints

A co-ownership register is kept for each property. Splint Invest has provided two solutions for this purpose, namely a co-ownership register maintained centrally by Splint Invest ("Centralized Splints") and a co-ownership register maintained in a decentralized manner via the issuance of tokens on a blockchain ("Splint Tokens"). In the case of Splint Tokens, the details of the object are stored in a decentralized and immutable manner on a blockchain ("Token Terms") which are referenced in the Smart Contract of the Splint Tokens. Splint Invest may, but is not required to, issue both types of Splints in parallel for an object. If Splint Tokens are offered for an object, a co-owner can convert centralized Splints into Splint Tokens via the platform and vice versa. Co-owners can view the number of Centralized Splints via the dashboard on the Platform. Tokenized Splints are not visible on the dashboard.

Like the Centralized Splints, the Splint Tokens fulfil a proof function with regard to ownership, i.e. the person who has the power of disposition over the corresponding Splint Token is deemed to be the co-owner of the Splint. The Splint Tokens are neither commodity instruments within the meaning of Art. 1153 et seq. of the Swiss Code of Obligations ("SCO") nor are they issued as registered securities within the meaning of Art. 973 SCO.

3.2 Export

The export function describes the conversion of Centralized Splints into Splint Tokens. With the export, the Splints are transferred as Splint Tokens to the blockchain address specified by the co-owner and deleted from the centralized co-ownership register and dashboard. Splint Invest does not provide any blockchain address or wallet for the management of blockchain addresses and the Splint Tokens as well as the blockchain addresses are under the sole control and responsibility of the co-Owner.

3.3 Import

The import function describes the conversion of Splint Tokens into Centralized Splints. For an import to take place, the Splint Token holder must be registered with Splint Invest and have successfully completed the KYC process. For the import to take place, the corresponding Splint Tokens must be transferred to the blockchain address provided by Splint Invest and the platform must be informed. Once the reception has been confirmed by Splint Invest, the Splint Tokens will be destroyed and a corresponding number of Centralized Splints will be credited, which will then be visible again in the app's dashboard.

3.4 Important Information about Splint Tokens

Power of disposition over Splint Tokens: Splint Tokens are issued via a public blockchain. Each Splint Token is always assigned to exactly one blockchain address, whereby the person who has the power of disposition over the blockchain address can dispose of the Splint Tokens.

Transfer of Splint Tokens: Splint Tokens can be freely transferred to any other address on the same blockchain at any time in accordance with the technical rules of the blockchain. Any action that technically transfers direct or indirect authority to dispose of the Splint Token to the new Splint Token holder constitutes a transfer. This includes, but is not limited to, the transfer of a Splint Token to a new address, the transfer of a private key in the form of a paper wallet, the change of ownership of a smart contract through which the token is held, or the theft of a Splint Token by a hacker.

Unlawful Transfer and Loss: Splint Invest has no control over the Blockchain, the Blockchain addresses and the Splint Tokens and cannot take any technical measures to recover or transfer back the Splint Tokens in case of a technical transfer of Splint Tokens without a valid legal reason (e.g. in case of theft) or in case of loss of control (e.g. in case of loss of the Private Key). It is the sole responsibility of the holder of the Splint Tokens to take appropriate technical security measures and, in the event of an unlawful transfer, to take legal action against the alleged unlawful holder. Subject to an enforceable judgment or clear indications to the contrary, which the previous rightful holder must promptly report to Splint Invest, Splint Invest will treat the new holder of the Splint Tokens as the rightful owner and pay any sale proceeds to him. In unclear cases, Splint Invest may suspend the payment of the sale proceeds until such time as Splint Invest decides in its sole discretion on the payment of the sale proceeds.

Hard Fork: In the event of a disputed division of the Blockchain (Hard Fork), Splint Invest will decide at its sole discretion which version of the Blockchain will apply to the Splint Tokens and communicate this decision on the Platform.

Other technical information: On the Platform and in the Token Terms you will find further information on the technical details of the Blockchain used for a specific Splint Token.

4   Purchase of Splints from Splint Invest

4.1 Offer and Prices

The offer of Splints by Splint Invest on the platform is subject to the availability of Splints and the fulfillment of all current requirements on Buyers, which we may change at any time. By placing an order and making full payment, the buyer makes a binding offer to purchase Splints, which Splint Invest may either confirm by email or reject without giving reasons.

The prices stated on the platform include custody costs, insurance costs as well as VAT and all other taxes and fees for buyers residing in Switzerland. For buyers outside of Switzerland, local taxes and fees obligations may be applicable.

4.2 Payment

The buyer can choose from the available payment methods before completing the purchase process. Additional fees may apply for certain payment methods. Transferring or offsetting the payment costs by the Buyer is expressly excluded.

4.3 Transfer of Ownership and Custody

By purchasing a Splint, the buyer obtains co-ownership of the portion of the object specified on the platform. With the purchase, the buyer expressly declares and accepts to own the object jointly with the other co-owners under the meaning of articles 646 to 651 of the Swiss Civil Code ("SCC")

Co-ownership of the object shall pass to the buyer upon confirmation of the purchase by Splint Invest. The object will be held in custody by the custodian in accordance with the description on the platform and the custody conditions as per clause 4 shall be kept by the custodian. A right to delivery exists only in exceptional cases in accordance with the custody conditions. Possession remains with the custodian, who holds the object on behalf of the co-owners.

4.4 Right of Revocation

The buyer has the right to revoke the purchase contract within fourteen (14) days from the day of the conclusion of the contract (sending of the confirmation e-mail from Splint Invest) without giving any reasons.

In order to exercise the right of withdrawal, the buyer must inform us of the decision to withdraw from this contract by means of a clear declaration to MARK Investment Holding AG, Unter Altstadt 30, 6300 Zug or info@splintinvest.com (e.g. a letter or e-mail sent by post) and, in the case of Splint Tokens, transfer them back to Splint Invest. In order to comply with the revocation period, it is sufficient that the customer sends the notification of the exercise of the right of revocation before the expiry of the revocation period.

In order to comply with the revocation period, it is sufficient that the customer sends the notification of the exercise of the right of revocation before the expiry of the revocation period.

Upon receipt of the legally valid notice of revocation, the co-ownership will be transferred back to us without further ado and the custodian will be informed accordingly. The payment made will be retransferred via one of the payment methods offered. The fees of the payment service provider for reimbursement shall be borne by the buyer.

5   Buying and Selling Splints on the Marketplace

Co-owners can offer their Centralized Splints (but not Splint Tokens) for sale to other users on the platform's marketplace. In doing so, the co-owner can choose the price within a framework set by Splint Invest. The offer is binding for the co-owner until revoked. Any user who has successfully completed the know-your-customer (KYC) process and has sufficient platform credit can accept the offer. Upon acceptance of the offer, the purchase contract between the seller and buyer is concluded. The seller warrants to dispose of the property free of any obligations and encumbrances - all other warranties are excluded to the extent permitted by law. Splint Invest then transfers ownership of the Splint to the Buyer, debits the corresponding credit to the Buyer and credits it to the Seller's platform credit. The right of withdrawal does not apply to purchases via the marketplace. Splint Invest reserves the right to suspend an offer in the event of suspected misuse or other irregularities and to reverse a purchase after giving the parties a reasonable opportunity to comment.

6   Management and Rules of Co-ownership

6.1 Claim for Division

Each co-owner expressly waives his or her right to demand the division of the object within the meaning of Article 650 of the Civil Code.

6.2 Representation

Splint Invest is hereby authorized to act as representative of all the Co-Owners with respect to the use, management, repair and sale of the Object and to represent the Co-Owners in relation to the custodian in the event of custody by third parties.

6.3 Rules of Use and Management

All Co-Owners acknowledge that any use of the Object beyond measures of value conservation is contrary to the rights and interests of all the Co-Owners, and hereby agree not to use the Object in any other way.

Each Co-Owner is entitled to propose administrative actions or other repairs to the Object to Splint Invest. Splint Invest is entitled to decide on management actions and to carry out repairs and other measures of Object value conservation at its own discretion.

6.4 Management and Repair Costs

All expected usual costs in connection with the management and custody of the Object are considered paid by each Co-Owner with the payment of the initial purchase price. Extraordinary costs may be deducted by Splint Invest on a pro rata basis when imbursing the sale proceeds to the Co-Owners.

6.5 Indispensable Rights

The following rights of the Co-Owners are not limited by these Terms: (i) the right to demand that management to carry out actions necessary to preserve the Object value and usability and, if necessary, ordered by the court; and (ii) the right, if Splint Invest or the custodian fails to comply with the order, to take on its own initiative the immediately measures that must be taken to preserve the object from imminent or growing damage, at the expense of all the Co-Owners.

7   Custody

7.1 Custody of the Objects

The Objects will be held in custody by Splint Invest or by a third party selected by Splint Invest (the "Custodian"). Splint Invest undertakes to comply with the following rules of safekeeping or, in the case of safekeeping by a third party, to contractually oblige the third party to comply with these rules.

7.2 Rules of Safekeeping

The Custodian is obliged to keep the Object in an appropriate and safe manner and may not use, consume, sell or otherwise encumber the Object.

The Custodian shall hold the Object on behalf of the respective registered or recorded Co-Owners and is obliged to keep the Objects available to the Co-Owners at all times in accordance with these Conditions. In the event of the bankruptcy of the custodian, it is the responsibility of the Co-Owners to assert their claims arising from ownership rights to physical objects pursuant to Art. 242 of the Federal Statue on Debt Collection and Bankruptcy ("SchKG") or their claims to digital objects pursuant to Art. 242a or Art. 242b SchKG.

7.3 Claim for Restitution

Only all Co-Owners jointly may demand early delivery of the Object. If early delivery is requested, the percentage sales fee communicated at the time of purchase (fee-based on the market value or, if none exists, based on the purchase price) as well as any associated costs such as transport, import or customs duties shall be borne by the co-owners. These are to be paid in full prior to delivery.

7.4 Storage Cost

The costs of storage are due with the purchase of the Splint for the entire holding period and are included in the initial purchase price. Early delivery of the Object does not entitle the holder to a refund of the storage costs.

8   Sale of Splints

8.1 Principle

The Co-Owner expressly agrees that a sale, pledge or other transfer of another Co-Owner is permitted without the need for the Co-Owner to be informed in advance or to be given prior notice or consent thereto.

Each Co-Owner may dispose of the Splint in accordance with the rules communicated by Splint Invest. If no rules have been communicated for an Object, a transfer or encumbrance is only permitted with the consent of Splint Invest.

8.2 Information

In the event of a transfer or encumbrance, the Co-Owner must inform Splint Invest Immediately.

In the event of a transfer or encumbrance by law (e.g. inheritance), the legal successor must inform Splint Invest immediately of the transfer.

For Splints that have been exported to the blockchain, the information obligation is considered to be fulfilled. All Co-Owners of Splints must be registered on the platform to execute its rights. In the case of handing over the execution rights (e.g. through handing over the private key), the Co-Owner must inform Splint Invest.

9   Sale of the Object

9.1 Sale by Splint Invest

The Co-Owners expressly agrees that Splint Invest is authorised to sell the Object on behalf of the Co- Owners. Splint Invest will sell the Object in accordance with the Terms communicated at the time of purchase. The exact timing, channels of sale and terms will be chosen by Splint Invest in its sole discretion, to the best of its knowledge and belief, to maximise the proceeds of the sale. However, Splint Invest disclaims any liability such as loss of profit in connection with the sale.

9.2 Information

Splint Invest informs all Co-Owners registered for an Object of the sale by email and via the Platform and will give the Co-Owners a period of 30 calendar days from the date of sending the email to indicate or update the desired payment method.

The Co-Owner is responsible for keeping the contact and account details up to date and for regularly checking the email address provided. After the Object is sold, transfer of Splints is no longer permitted.

9.3 Proceeds of Sale Disbursement

The total net sales proceeds (i.e. the sales proceeds less taxes, any third-party transportation and commission fees and other costs and fees in connection with the sale) will be allocated on a pro rata basis after deduction of the percentage sales charge communicated by Splint Invest at the time of purchase.

For centralized splints, the share will be credited directly to the credit balance of the corresponding co-owner or paid out to the account specified by the co-owner.

Splint Tokens must first be imported on the platform by a registered user in order for the credit to be claimed. If Splint Tokens are imported more than one year after the sale of the property, an administrative fee of 20% of the sale proceeds will be deducted. If Splint Tokens are not imported more than three years after the sale of the Property, the corresponding claim will be extinguished and Splint Invest will be entitled to dispose of the pro-rata sales proceeds at its sole discretion.

The fees of the payment service provider for the transfer shall be borne by the co-owner. Splint Invest's liability for a transfer to an incorrect account is excluded.

10   Representation in the bankruptcy of Splint Invest

The Co-Owners hereby authorize the representative named on Splint Invest's website (the "Bankruptcy Representative") to act as the representative of all the Co-Owners in the event of Splint Invest's bankruptcy with respect to the use, management, repair and sale of the Property and to represent the Co-Owners in relation to the bankruptcy estate and, in the case of custody by third parties, in relation to the custodian. The power of attorney includes the right to represent the co-owners in court and to conclude settlements. The bankruptcy representative may also sell the property before the designated holding period. The bankruptcy representative is entitled to retain 2% of the gross sales proceeds of the properties as remuneration for his efforts. Splint Invest has concluded a separate contract with the bankruptcy representative, according to which the bankruptcy representative undertakes towards the co-owners to act accordingly.

11   Bonus Programmes

Unless otherwise agreed in separate Terms and Conditions of participation for Referral, Customer Reward and Voucher programmes (together the "Bonus Programmes"), the following provisions shall apply:

  • Only persons who are authorised to use the platform are permitted to participate.
  • It is prohibited to obtain benefits from bonus programmes through false statements, automatic scripts, multiple registrations or similar work-arounds.
  • Splint Invest may cancel or withhold any benefits granted under a bonus programme if there are reasonable grounds to suspect that the conditions of participation have been violated.
  • Splint Invest may adjust or discontinue the bonus programmes at any time.
  • The benefits are only granted after confirmation by Splint Invest. In the case of links, referral codes or similar, the benefits and terms apply at the time of confirmation by Splint Invest.
  • If benefits are credited as in-app balance, this dedicated in-app balance can only be used for the purchase of Splints and can hence not be withdrawn. The profit from the sale of the Splint purchased with in-app balance obtained through a bonus programme is at the user's free disposal. For the avoidance of doubt, the dedicated in-app balance obtained within the framework of a Bonus Programme can only be used for the purchase of Splints.

12   Warranty

Property description: Splint Invest guarantees that the property descriptions are essentially correct and that the properties are managed and stored in a professional manner. This does not apply to forward-looking statements and forecasts, for which no warranty can be given according to the platform conditions.

No further warranty: To the extent permitted by law and not explicitly stated otherwise, Splint Invest excludes all warranties in connection with the Objects, the Splints and the Splint Tokens.

13   Liability

13.1 Limitation of Liability

Benefits and risks in the Object shall pass to the co-owners upon purchase. Splint Invest is exclusively liable for the professional management and safekeeping of the Objects. Splint Invest's liability for damages caused by negligence is excluded. Any further liability of Splint Invest is excluded to the extent permitted by law.

Any further liability of Splint Invest in relation to the Objects, the Splints and the Splint Tokens is excluded to the extent permitted by law.

13.2 Insurance

Splint Invest will obtain adequate insurance for damage to the Object during the holding period. In an insurance case, any insurance imbursement is paid out to the Co-Owners proportionately. The cost for the insurance are included in the purchase price.

13.3 Liability of Co-owners

The Co-Owner agrees to fully indemnify Splint Invest against any liabilities, costs, claims, damages and expenses arising in any way in connection with the Co-Owner's violation or breach of any of the provisions of these Terms.

14   Miscellaneous

Changes: We reserve the right to change these terms and conditions at any time by notice via the Platform. Your consent will be sought for material changes, which will be deemed given if no express objection is made within a reasonable period of time.

Notices: Notices under this agreement shall be given in writing to the address last provided or available. The term "In writing" includes email unless otherwise expressly stated.

Severability Clause: If any provision of these Terms and Conditions is held to be illegal, invalid or otherwise unenforceable in whole or in part, the other provisions shall remain in full force and effect accordingly.

Governing Law and Jurisdiction: These Terms are governed by Swiss law, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods. The place of jurisdiction is Zug.

SAMPLE REVOCATION FORM

(If you wish to revoke the contract, please complete and return this form)

  • To: MARK Investment Holding AG, Unter Altstadt 30, 6300 Zug or info@splintinvest.com
  • I/we (*) hereby revoke the contract concluded by me/us (*) for the purchase of the following goods (*)/the provision of the following service (*).
  • Ordered on (*)/received on (*)
  • Name of the consumer(s)
  • Address of the consumer(s)
  • Signature of consumer(s) (only if notice is on paper).
  • Date

(*) Delete where not applicable.

Aurelio Image CEO

Aurelio

CEO & Co-Founder