✓ Hash Verified
🔐 Document Authenticity Verification
This document's SHA-256 hash is embedded in the EquityMint platform token system for authenticity verification.
Platform Controller Address:
0x6F426DbeD3d0A99f102Dda160898b69410AC6DCe
Verify at: equitymint.org/tokensale
⚠️⚠️⚠️ CRITICAL LEGAL NOTICE ⚠️⚠️⚠️
PLEASE READ THIS ENTIRE DOCUMENT CAREFULLY BEFORE USING THE EQUITYMINT PLATFORM.
By accessing or using the Platform, you acknowledge and agree that:
- US Fintech LLC is a technology provider ONLY – We do not provide legal, financial, tax, or investment advice
- You are solely responsible for regulatory compliance – Securities laws, tax obligations, and investor suitability are YOUR responsibility
- Smart contracts are immutable and irreversible – No refunds, no chargebacks, no corrections after deployment
- Blockchain technology carries significant risk – Total loss of funds is possible through hacks, bugs, or market crashes
- US Fintech LLC owes you no fiduciary duty – We are not your broker, adviser, or agent
- Platform provided "AS-IS" with NO WARRANTIES – No guarantee of uptime, security, accuracy, or fitness for purpose
- Regulatory landscape is uncertain and evolving – Future laws may prohibit or restrict your token activities
- You release US Fintech LLC from ALL liability – Including securities violations, investor losses, and regulatory enforcement
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE PLATFORM.
📋 Table of Contents
- Platform Ownership and Operator Disclaimer
- User Responsibilities and Jurisdictional Compliance
- Token Gating and Transfer Restrictions
- Document Verification and Cryptographic Authentication
- Token Management and Secondary Market
- Limitation of Liability and Indemnification
- Legal Framework and Precedent
- Specific Securities Law Considerations
- Dispute Resolution and Governing Law
- Document Authenticity and Updates
- Privacy, Data Collection, and Blockchain Transparency
- Contact Information and Regulatory Inquiries
- Acknowledgment and Acceptance
- Severability and Entire Agreement
Platform Ownership and Operator Disclaimer
1.1 Platform Operator
The EquityMint Token Management Platform (the "Platform") is owned and operated by US Fintech LLC, a limited liability company organized under the laws of the State of New York, USA. The Platform is accessible at https://equitymint.org and its associated subdomains.
1.2 Nature of Service
US Fintech LLC provides technological infrastructure and management tools enabling users to:
- Create and deploy blockchain-based tokens representing equity interests in real-world assets
- Manage token distribution and transfer restrictions
- Verify document authenticity through cryptographic hashing
- Facilitate secondary market transactions subject to applicable law
1.3 Software Tool Provider Status
🔧 CRITICAL: US FINTECH LLC IS A SOFTWARE PROVIDER ONLY
The EquityMint platform is a neutral software tool, comparable to Microsoft Word or Adobe Acrobat. Just as Microsoft bears no liability for documents created with Word, US Fintech LLC bears no liability for tokens created with EquityMint.
This Platform Is:
- ✅ A software development toolkit and deployment automation system
- ✅ Infrastructure for blockchain interaction (comparable to Etherscan or Infura)
- ✅ A document hashing and verification utility
- ✅ A management dashboard for smart contract interaction
This Platform Is NOT:
- ❌ A securities exchange, trading platform, or marketplace
- ❌ An investment adviser, broker-dealer, or financial intermediary
- ❌ A legal compliance service or regulatory filing agent
- ❌ A custodian, escrow agent, or fiduciary
- ❌ A guarantor of token value, liquidity, or legality
US Fintech LLC provides code, not advice. Users bear 100% responsibility for what they create.
1.4 Platform Operator's Explicit Non-Responsibilities
⚠️ US Fintech LLC Does NOT and Will NOT:
- Issue, offer, sell, or promote any securities or tokens for its own account (except EMINT platform utility token as disclosed separately)
- Act as a broker-dealer, investment adviser, transfer agent, or any other regulated intermediary
- Provide investment recommendations, legal opinions, tax advice, or compliance guidance
- Guarantee the legality, compliance, value, or enforceability of any user-created token
- Verify issuer identity, credentials, financial statements, or business legitimacy
- Conduct securities registration or exemption filings on behalf of users
- Perform KYC/AML screening of token purchasers or holders
- Act as a fiduciary, agent, or representative of any user
- Mediate disputes, reverse transactions, or provide refunds
- Audit smart contracts for security vulnerabilities or economic exploits
✅ US Fintech LLC DOES:
- Provide the software platform and smart-contract framework
- Enable issuers to independently manage their token offerings
- Offer cryptographic document-verification tools
- Supply general informational resources on compliance considerations
1.5 EMINT Platform Token Specific Disclaimer
⚠️ EMINT TOKEN IS NOT A SECURITY AND PROVIDES NO INVESTMENT RIGHTS
The EMINT token (contract address: 0x4463fdb546578d0196733f683a0CDA722B2eA59f) is a utility token that provides access to platform features and fee revenue indexing ONLY.
EMINT Token Does NOT Provide:
- ❌ Ownership, equity, or voting rights in US Fintech LLC
- ❌ Profit-sharing, dividends, or guaranteed returns
- ❌ Claims against US Fintech LLC's assets or revenue
- ❌ Governance rights over Platform development or operations
- ❌ Guarantees of liquidity, exchange listings, or market value
- ❌ Any expectation of profit from the efforts of US Fintech LLC
EMINT Token Purpose:
- ✅ Fee Revenue Index: Token price reflects cumulative platform fee revenue via automated liquidity provisioning (mathematical formula, no manual intervention)
- ✅ Platform Access: May be required to access certain premium Platform features (subject to change)
- ✅ Governance Signaling: Token holders may participate in non-binding community polls (US Fintech LLC retains sole decision-making authority)
EMINT token is sold "as-is" with no promises, guarantees, or representations. Price may go to zero. US Fintech LLC makes no representations about future value, utility, or adoption.
Separate Agreement: EMINT token purchases are governed by a separate Subscription Agreement available at https://equitymint.org/emintsubscriptionagreement. This Legal Disclaimer governs Platform use only—not EMINT token purchases.
User Responsibilities and Jurisdictional Compliance
2.1 User Representations and Warranties
By creating or managing tokens through the Platform, each Issuer represents and warrants that they possess:
a) Corporate Authority
They are a duly formed legal entity with full capacity to issue equity or asset-backed tokens, enter into binding agreements, and comply with governing laws.
b) Asset Control
They have valid title or control over the underlying assets represented by their tokens, including real property, equity interests, intellectual property, or revenue streams.
c) Jurisdictional Compliance
They have independently determined and satisfied all applicable securities, tax, and regulatory requirements, consulting qualified legal counsel as needed.
d) No Reliance
Issuers acknowledge that US Fintech LLC provides no legal, financial, or compliance advice and has made no representation about the legality or suitability of any token offering.
2.2 Specific Jurisdictional Requirements
2.2.1 United States Securities Law
Issuers offering tokens to or within the United States must comply with the following:
Federal Statutes
- Securities Act of 1933 & Securities Exchange Act of 1934
- Registration required unless an exemption applies
- Common exemptions:
- Reg D (506b/506c) – Private placements to accredited investors
- Reg A+ – Mini-IPO up to $75M
- Reg CF – Crowdfunding up to $5M
- Rule 144 – Resale of restricted securities
- Rule 147/147A – Intrastate offerings
- State "Blue Sky" Laws – Issuers must comply with securities requirements of each state where offers or sales occur
- Investment Company Act of 1940 – Pooling of investor funds under professional management may trigger investment-company registration
- Bank Secrecy Act / AML Obligations – Issuers are responsible for KYC, OFAC screening, and SAR filings where applicable
2.2.2 International Jurisdictions
Issuers outside the U.S. must comply with local securities regimes, such as:
- EU: MiFID II / MiCA (Markets in Crypto-Assets Regulation)
- U.K.: FCA Regulations
- Canada: CSA Requirements
- Australia: ASIC Guidelines
- Singapore: MAS Framework
- Hong Kong: SFC Standards
Note: The Issuer bears sole responsibility for determining applicable law and maintaining compliance in every jurisdiction targeted.
Token Gating and Transfer Restrictions
3.1 Default Gated Configuration
All tokens deployed on the Platform are transfer-gated by default, meaning:
- Transfers are disabled unless explicitly approved by the Issuer
- Purchasers must be whitelisted before receiving tokens
- Whitelisting enables the Issuer to:
- Verify investor identity and accreditation
- Enforce securities-law limitations
- Maintain accurate cap tables and investor records
3.2 Ungating Decision and Risk Assumption
An Issuer may disable transfer gating only after conducting its own legal analysis confirming compliance. By disabling gating, the Issuer:
- Assumes all legal and regulatory risk associated with open transferability
- Acknowledges tokens may circulate to unqualified or foreign investors
- Releases US Fintech LLC from liability arising from unrestricted transfers
Document Verification and Cryptographic Authentication
The EquityMint Platform employs a dual-layer verification system ensuring that every offering document can be independently validated against blockchain records.
4.1 Platform Token Verification
To verify the authenticity of the EquityMint Platform itself:
- Visit https://equitymint.org/tokensale
- Enter the platform's controller address
0x6F426DbeD3d0A99f102Dda160898b69410AC6DCe
- Select this document
- The Platform will compute its SHA-256 hash
- The blockchain will be queried to confirm that hash is embedded in the Platform token
- Matching hashes confirm authenticity; mismatches indicate alteration
This guarantees you are viewing the official, unmodified document.
4.2 Project Token Verification
To verify a specific project's documents:
Method 1: Via Platform Interface
- Get the Project's Controller Address from the offering party
- Go to https://equitymint.org/tokensale and follow instructions
Method 2: Direct Smart Contract Query
- Get the Token address from the Controller using the equitymint.org platform (double diamond icon)
- Call the token's
getOfficialTokenDocURL() method via blockchain explorer or Web3
- The method returns the project's official document domain
- Visit [Returned Base URL]/[Token Address]
- Example: if projectdomain.com and token 0x1234..., go to https://projectdomain.com/0x1234...
- Download the offering document
- Compute its SHA-256 hash
- Call
contentManager.confirmHash(documentHash) on-chain
- A valid match returns trail number + timestamp; "Hash Not Found" means invalid or altered
This confirms the document matches the exact version committed by the Issuer.
4.3 Domain Trustworthiness
⚠️ Critical User Responsibility
Users must independently verify that the returned base URL:
- Is genuinely controlled by the Issuer
- Has not been compromised or spoofed
- Possesses valid SSL/TLS certificates
US Fintech LLC does NOT validate domain ownership or guarantee hosting integrity nor the representations made by any agreement associated with any token issued on the platform.
4.4 Automated Verification Service
The automated verification portal at https://equitymint.org/tokensale provides:
- Token Information Lookup: Enter any token address → retrieve base URL + metadata
- Document Download & Verification: Auto-downloads document, computes hash, and confirms via blockchain
- Document History: Fetches and displays all prior versions with timestamps via
getBaseUrlHistory()
- Purchase Interface (Subject to Gating): Displays purchase interface for ungated tokens; enforces whitelist restrictions for gated ones; executes all transactions directly between user and token contract
4.5 Verification Workflow Modes
Mode A: Automatic Verification (Recommended)
This mode verifies the current official offering document associated with a token.
- Go to https://equitymint.org/tokensale
- Enter: Chain Symbol (e.g., "ETH"), Controller Address, Token Symbol
- Click "Verify Token & Document"
The system will automatically verify document authenticity and display one of the following results:
✅ VERIFIED - Document Status: VALID
The document is cryptographically verified to match the hash stored on-chain.
Trust Disclaimer: You must independently confirm that the domain is legitimately controlled by the project Issuer.
❌ INVALID - Document Status: INVALID
The document at the official URL does not match any hash stored in the token's content manager. This may indicate:
- The document was modified after blockchain commitment
- The domain was compromised
- A fraudulent document substitution occurred
→ Do NOT proceed with investment.
Mode B: Manual Verification (Historical Documents)
This mode allows verification of any document, including historical versions. Users can upload a document file and verify if it exists in the blockchain trail with its timestamp and version number.
Token Management and Secondary Market
5.1 Management Dashboard
Token Issuers access the management dashboard at https://equitymint.org/tokensale (admin mode) to:
- View token holder lists and distribution statistics
- Add or remove addresses from the whitelist (if gated)
- Update offering documents (creates new hash entry in blockchain history)
- Configure transfer fees and treasury allocations
- Monitor secondary market activity (if ungated)
- Activate or deactivate the token contract
5.2 Secondary Market Facilitation
The Platform provides infrastructure for secondary market transactions, but does not:
- Act as a marketplace operator or exchange
- Execute transactions on behalf of users
- Hold, custody, or control user funds or tokens
- Guarantee liquidity, pricing, or transaction settlement
- Verify the legitimacy of secondary market buyers or sellers
All secondary market transactions are:
- Peer-to-peer transactions executed directly on the blockchain
- Subject to the token's transfer restrictions and gating configuration
- The sole responsibility of the transacting parties
5.3 Issuer Control and Responsibilities
The Issuer retains exclusive control over:
- Token minting, burning, and supply management
- Transfer restriction policies and whitelist administration
- Fee structures and treasury allocations
- Document updates and hash commitments
- Token activation, suspension, or termination
The Issuer bears exclusive liability for:
- Securities law compliance in secondary market trading
- Investor accreditation and suitability verification
- Disclosure obligations and ongoing reporting
- Conflicts of interest and self-dealing prohibitions
- Fiduciary duties to token holders
Limitation of Liability and Indemnification
6.1 No Warranty or Guarantee
⚠️ IMPORTANT: NO WARRANTIES
US Fintech LLC provides the platform "as is" and "as available" without warranty of any kind, express or implied, including but not limited to:
- Warranties of merchantability, fitness for a particular purpose, or non-infringement
- Guarantees of platform uptime, availability, or uninterrupted service
- Representations regarding the security, accuracy, or reliability of blockchain data
- Warranties that the Platform will meet user requirements or expectations
- Guarantees regarding the legality, compliance, or enforceability of user-created tokens
6.2 Limitation of Liability
⚠️ LIABILITY LIMITATIONS
To the maximum extent permitted by law, US Fintech LLC shall not be liable for:
- Securities law violations by token Issuers or purchasers
- Fraudulent or misleading offering documents created by Issuers
- Losses resulting from token depreciation, market volatility, or lack of liquidity
- Unauthorized access to user wallets, private keys, or blockchain accounts
- Smart contract vulnerabilities, bugs, or exploits in user-deployed contracts
- Third-party actions, including hacking, phishing, or social engineering attacks
- Errors or omissions in Issuer-provided information or documentation
- Regulatory enforcement actions, fines, or penalties assessed against users
- Consequential, indirect, incidental, special, or punitive damages
In no event shall US Fintech LLC's total liability exceed the fees paid by the user to US Fintech LLC in the twelve (12) months preceding the claim.
6.3 Additional Critical Disclaimers
⚠️ NO INVESTMENT ADVICE
US Fintech LLC does not provide investment advice, financial advice, tax advice, or legal counsel.
- No content on the Platform constitutes a recommendation to buy, sell, or hold any security or token
- Users must consult their own qualified financial, tax, and legal advisors before engaging in any transaction
- Platform functionality and tools are provided for technological deployment only, not investment guidance
- US Fintech LLC makes no representations regarding the investment merit, valuation, or suitability of any token
⚠️ NO FIDUCIARY DUTY
US Fintech LLC owes no fiduciary duty to users, token issuers, or investors.
- The Platform operates as an arms-length technology service provider
- US Fintech LLC has no obligation to monitor user activities, token offerings, or compliance
- US Fintech LLC does not act as broker, dealer, investment adviser, or any other regulated financial entity
- Users are solely responsible for their own due diligence, compliance, and decision-making
⚠️ REGULATORY UNCERTAINTY AND EVOLVING LAW
Blockchain technology and digital assets are subject to rapidly evolving and uncertain regulatory frameworks worldwide.
- Future regulatory changes may render current Platform functionality illegal, restricted, or impractical
- US Fintech LLC makes no guarantees that the Platform will remain compliant with future laws or regulations
- Users bear all risk of adverse regulatory developments affecting their tokens or transactions
- Jurisdictional restrictions may change without notice, potentially rendering tokens untradeable or worthless
- SEC, CFTC, FinCEN, OFAC, and other regulatory guidance is subject to change and reinterpretation
- Foreign jurisdictions may ban, restrict, or criminalize cryptocurrency and tokenized securities without warning
- Platform access may be blocked or prohibited in certain jurisdictions at any time
⚠️ GOVERNMENT ACTION AND FORCE MAJEURE
US Fintech LLC shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to:
- Government Action: Asset freezes, domain seizures, server confiscation, cease-and-desist orders, or criminal investigations
- Sanctions and Embargoes: OFAC sanctions, export controls, or international trade restrictions that prevent Platform operation
- Blockchain Network Issues: Ethereum network congestion, hard forks, 51% attacks, or consensus failures
- Third-Party Service Failures: AWS outages, Cloudflare disruptions, Infura API failures, or Web3 provider downtime
- Cyber Attacks: DDoS attacks, DNS hijacking, BGP routing attacks, or other malicious network interference
- Natural Disasters: Earthquakes, floods, fires, pandemics, or other acts of God affecting Platform infrastructure
- War or Civil Unrest: Armed conflict, terrorism, riots, or government instability affecting Platform operations
In the event of government seizure, asset forfeiture, or forced Platform shutdown, US Fintech LLC bears ZERO liability for user losses.
⚠️ CRYPTO-SPECIFIC RISKS (TOTAL LOSS POSSIBLE)
Cryptocurrency and blockchain technology carry unique risks that may result in complete and permanent loss of funds:
- Private Key Loss: If you lose your private key, wallet seed phrase, or password, your tokens are permanently inaccessible—no recovery is possible
- Smart Contract Bugs: Code vulnerabilities, reentrancy attacks, integer overflows, or logic errors may enable theft or lock funds permanently
- Protocol Exploits: DEX hacks, flash loan attacks, oracle manipulation, or MEV (miner extractable value) exploitation
- Market Manipulation: Pump-and-dump schemes, wash trading, front-running, or coordinated sell-offs may crash token prices
- Liquidity Crises: Insufficient liquidity may prevent token sales, resulting in forced holding or fire-sale prices
- Exchange Failures: Centralized exchange bankruptcies, hacks, or fraud (e.g., FTX, Mt. Gox) may result in total loss
- Regulatory Shutdown: SEC enforcement actions, exchange delistings, or criminal prosecutions may render tokens worthless
- Technology Obsolescence: Ethereum migration, network deprecation, or competing blockchain adoption may strand assets
US Fintech LLC provides blockchain deployment tools. We cannot recover lost keys, reverse transactions, or guarantee smart contract security. Use at your own risk.
⚠️ SMART CONTRACT IMMUTABILITY AND RISK
Once deployed, smart contracts are immutable and cannot be modified, paused, or reversed.
- Smart contract code executes autonomously according to its programmed logic—no human can intervene
- Bugs, vulnerabilities, or logic errors in deployed contracts cannot be corrected post-deployment
- US Fintech LLC does not audit, warranty, or guarantee the security or correctness of deployed contracts
- Hacks, exploits, or economic attacks may result in total loss of funds—recovery is impossible
- Blockchain transactions are final and irreversible—no chargebacks, refunds, or disputes
- Gas fees, network congestion, and chain reorganizations may result in failed or delayed transactions
⚠️ NO GUARANTEE OF REGULATORY COMPLIANCE
US Fintech LLC does not review, validate, or guarantee the regulatory compliance of any token offering.
- Token issuers are solely responsible for compliance with securities laws (Reg D, Reg S, Reg A+, etc.)
- Platform tools (gating, whitelisting, transfer restrictions) are technological features only—not legal compliance
- Issuers must independently verify investor accreditation, suitability, and eligibility
- US Fintech LLC provides no legal opinion on whether any token is a security or exempt from registration
- State-level "Blue Sky" laws may impose additional registration or notice requirements (not addressed by Platform)
- AML/KYC compliance, beneficial ownership verification, and OFAC screening are Issuer responsibilities
6.4 User Indemnification (Unlimited and Unconditional)
Each user agrees to indemnify, defend, and hold harmless US Fintech LLC, its officers, directors, members, managers, employees, contractors, agents, affiliates, successors, and assigns (collectively, "Indemnified Parties") from and against ALL claims, liabilities, damages, losses, costs, expenses, fines, penalties, settlements, judgments, and attorneys' fees (collectively, "Losses") arising from, related to, or in any way connected with:
- User Conduct: Any use or misuse of the Platform, smart contracts, or related services
- Legal Violations: Violation of any federal, state, local, or international law, regulation, or regulatory guidance
- Securities Laws: Securities registration violations, exemption failures, Rule 144 violations, or unregistered broker-dealer activity
- Token Offerings: All aspects of token creation, offering, sale, distribution, or promotion
- Investor Claims: Claims by token purchasers, investors, or third parties alleging fraud, misrepresentation, securities violations, or investment losses
- Regulatory Enforcement: SEC, CFTC, FinCEN, State regulators, or foreign regulatory enforcement actions, investigations, subpoenas, or penalties
- Compliance Failures: Failure to conduct KYC/AML, OFAC screening, accreditation verification, or suitability determinations
- Document Fraud: Misrepresentations, omissions, or fraud in offering documents, whitepapers, or investor communications
- Third-Party Rights: Infringement of intellectual property, privacy violations, defamation, or other tortious conduct
- Smart Contract Issues: Bugs, exploits, economic attacks, or losses arising from user-deployed smart contracts
- Tax Obligations: Failure to report income, pay taxes, or comply with IRS or foreign tax authority requirements
- Criminal Conduct: Money laundering, terrorist financing, fraud, embezzlement, or other criminal activity
- Breach of Agreement: Violation of this Agreement, Platform Terms of Service, or any other agreement with US Fintech LLC
Scope of Indemnification: This indemnification obligation is unlimited in amount and duration. It survives termination of Platform access and continues indefinitely. Users agree to reimburse Indemnified Parties for all Losses, including but not limited to:
- Legal fees and costs (including appeals and enforcement proceedings)
- Expert witness fees, court costs, and discovery expenses
- Settlement payments, judgments, fines, and penalties
- Regulatory compliance costs and remediation expenses
- Reputational damages and opportunity costs
US Fintech LLC shall have sole control over the defense of any claim subject to indemnification. User shall cooperate fully and shall not settle any claim without US Fintech LLC's prior written consent.
Legal Framework and Precedent
7.1 Platform Immunity and Intermediary Protections
US Fintech LLC operates as a technology service provider and benefits from well-established legal principles protecting intermediaries:
7.1.1 Tool Provider Doctrine
Relevant Case Law:
- Smith v. Trusted Universal Standards in Electronic Transactions, Inc., 91 F. Supp. 2d 790 (N.D. Tex. 2000) – Holding that providers of neutral technological tools are not liable for end-user misuse absent actual knowledge and material contribution to illegal activity
- Perfect 10, Inc. v. Visa International Service Ass'n, 494 F.3d 788 (9th Cir. 2007) – Payment processors not liable for facilitating transactions when they provide neutral infrastructure without direct involvement in the underlying transaction
Application: EquityMint provides neutral blockchain deployment and management tools. The Platform does not review or approve specific token offerings, participate in investor solicitation, control the terms of securities offerings, select or target investors, or receive proceeds from token sales (beyond Platform service fees).
7.1.2 SEC Guidance on Token Platforms
The SEC's FinHub guidance on digital asset frameworks establishes that a token may constitute a security if it meets the Howey test (SEC v. W.J. Howey Co., 328 U.S. 293 (1946)):
- Investment of money
- In a common enterprise
- With expectation of profits
- Derived primarily from efforts of others
Platform Operator Exception:
The SEC has repeatedly distinguished between:
- Token Issuers: Entities that create, promote, and sell tokens representing investment contracts (regulated)
- Platform Providers: Entities that provide technological infrastructure without involvement in the investment offering (generally not regulated as broker-dealers or issuers)
Key SEC Guidance:
- Report of Investigation Pursuant to Section 21(a): The DAO (July 25, 2017) – Focused liability on DAO token issuers and promoters, not Ethereum platform
- Framework for "Investment Contract" Analysis of Digital Assets (April 2019) – Distinguishes between development/promotion activities (regulated) and neutral infrastructure provision (not regulated)
- Telegram Group Inc. and TON Issuer Inc., SEC Release No. 10609 (2020) – Liability attached to Telegram for actively promoting and selling tokens, not to blockchain infrastructure providers
7.1.3 Broker-Dealer Registration Requirements
15 U.S.C. § 78o(a)(1) requires broker-dealer registration for entities that:
- Effect transactions in securities for the accounts of others
- Engage in the business of buying and selling securities for their own account
EquityMint's Position:
US Fintech LLC does NOT:
- Receive transaction-based compensation from token sales
- Provide investment advice or recommendations regarding specific tokens
- Handle, custody, or control customer funds
- Execute trades or maintain order books
- Actively solicit investors on behalf of Issuers
Therefore, US Fintech LLC does not meet the definition of a "broker" or "dealer" requiring SEC registration.
Specific Securities Law Considerations
8.1 Regulation D Private Placements
Issuers conducting private placements under Regulation D must:
- File Form D with the SEC within 15 days of first sale
- Verify accredited investor status through reasonable steps
- Avoid general solicitation and advertising (Rule 506(b)) or limit sales to verified accredited investors (Rule 506(c))
- Provide required disclosures under Rule 502(b) for non-accredited investors
- Comply with state notice filing requirements
Issuer Responsibility: The Platform's token gating features enable Issuers to restrict transfers to whitelisted addresses, but the Issuer bears sole responsibility for verifying investor qualifications and maintaining required documentation.
8.2 Regulation A+ Mini-IPO
Issuers conducting Regulation A+ offerings must:
- File offering statement with SEC (Form 1-A)
- Obtain SEC qualification before sales commence
- Provide offering circular to investors (similar to prospectus)
- File ongoing reports (semi-annual, annual, exit reports)
- Comply with testing-the-waters provisions for Tier 2 offerings
- Adhere to investment limits for non-accredited investors in Tier 2
Platform Limitation: US Fintech LLC does NOT file offering statements, prepare offering circulars, or conduct SEC qualification processes on behalf of Issuers.
8.3 Regulation CF Crowdfunding
Issuers conducting Regulation CF offerings must:
- Use registered funding portal or broker-dealer
- Limit offering amount to $5 million in 12-month period
- Provide required disclosures on funding platform
- Comply with investment limits based on investor income/net worth
- File Form C with SEC
Platform Scope: EquityMint is NOT a registered funding portal or broker-dealer and does NOT facilitate Regulation CF offerings. Issuers seeking to use Regulation CF must work with a registered intermediary.
8.4 Resale Restrictions and Rule 144
Tokens issued in private placements are restricted securities under Rule 144 and:
- Cannot be resold without registration or exemption
- Require six-month (public companies) or one-year (non-reporting companies) holding period
- Subject to volume limitations, manner of sale restrictions, and filing requirements
Issuer Obligation: Issuers must configure token gating to enforce resale restrictions during restricted periods. Premature ungating may violate Rule 144 and result in SEC enforcement action.
Dispute Resolution and Governing Law
9.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to conflicts of law principles.
9.2 Arbitration
Any dispute, claim, or controversy arising from or relating to this Agreement or the Platform shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
Arbitration Terms:
- Seat of arbitration: New York, New York
- Number of arbitrators: One (1)
- Language: English
- Governing law: New York law
9.3 Class Action Waiver
Users waive the right to participate in class actions, class-wide arbitrations, or representative proceedings. All disputes must be resolved on an individual basis.
9.4 Jurisdiction and Venue
To the extent any claim is not subject to arbitration, users consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York for resolution of disputes.
Document Authenticity and Updates
10.1 Cryptographic Commitment
This Legal Disclaimer and Responsibility Agreement is cryptographically committed to the EquityMint platform token smart contract via SHA-256 hash. Any modification to this document will result in a different hash value and failed verification.
To Verify This Document:
- Download the latest version from https://equitymint.org/terms
- Compute SHA-256 hash of downloaded file
- Query platform token smart contract for embedded hash
- Confirm hash match
10.2 Version History
| Version |
Effective Date |
Hash (first 16 chars) |
Major Changes |
| 1.0 |
2025-01-01 |
[computed at deployment] |
Initial release |
10.3 Updates and Amendments
US Fintech LLC reserves the right to update this Agreement at any time by:
- Publishing updated document at https://equitymint.org/terms
- Updating cryptographic hash in platform token
- Providing 30-day notice to registered users
- Continuing to host prior versions for historical reference
Continued use of the Platform following notice constitutes acceptance of updated terms.
Privacy, Data Collection, and Blockchain Transparency
10.1 No Privacy on Public Blockchains
⚠️ BLOCKCHAIN TRANSACTIONS ARE PERMANENTLY PUBLIC
All blockchain transactions, token transfers, wallet addresses, and smart contract interactions are permanently recorded on public ledgers visible to anyone worldwide.
- Your wallet address, token holdings, and transaction history are publicly viewable forever
- Blockchain data cannot be deleted, modified, or made private—immutability is a core feature
- Third parties may link your wallet address to your real-world identity through KYC data, IP addresses, or behavioral analysis
- US Fintech LLC has no control over blockchain data and cannot protect your privacy on public chains
10.2 Platform Data Collection
US Fintech LLC may collect and process the following data in connection with Platform use:
- Account Information: Email addresses, usernames, profile data provided during registration
- Wallet Addresses: Public blockchain addresses you connect to the Platform
- Transaction Data: Records of Platform interactions, contract deployments, and token operations
- Technical Data: IP addresses, browser types, device identifiers, access logs, and usage analytics
- KYC/AML Data: If you undergo identity verification, we may collect government IDs, proof of address, and accreditation documentation
10.3 Data Use and Sharing
US Fintech LLC may use collected data for:
- Platform operation, maintenance, and improvement
- Fraud prevention, security monitoring, and abuse detection
- Compliance with legal obligations, including responses to subpoenas, court orders, and regulatory inquiries
- Communication with users regarding Platform updates, security alerts, or account issues
US Fintech LLC may share user data with:
- Law enforcement, regulatory agencies, and government authorities when legally required
- Third-party service providers (hosting, analytics, KYC/AML verification) under confidentiality agreements
- Legal counsel, auditors, and advisors in connection with business operations or disputes
- Successors or acquirers in the event of a merger, acquisition, or asset sale
10.4 No Guarantee of Data Security
⚠️ DATA BREACH RISK
Despite reasonable security measures, US Fintech LLC cannot guarantee the security of user data. Data breaches, hacking, unauthorized access, and insider threats are possible. By using the Platform, you accept the risk that your personal information, KYC data, or wallet addresses may be compromised, leaked, or exploited.
10.5 Your Data Rights (Subject to Applicable Law)
Depending on your jurisdiction, you may have rights to:
- Access, correct, or delete your personal data (subject to legal retention obligations)
- Object to or restrict processing of your data
- Withdraw consent for data processing (where consent is the legal basis)
- Receive a copy of your data in a portable format
IMPORTANT: Blockchain data (wallet addresses, transactions, smart contracts) cannot be deleted or modified due to immutability. Data rights apply only to off-chain Platform data.
To exercise data rights or for privacy inquiries, contact: privacy@equitymint.org
Contact Information and Regulatory Inquiries
11.1 US Fintech LLC Contact
11.2 Regulatory Authority Contacts
Acknowledgment and Acceptance
⚠️ BINDING AGREEMENT
By accessing or using the EquityMint platform, you acknowledge and agree that:
- ✅ You have read and understand this Legal Disclaimer and Responsibility Agreement in its entirety
- ✅ You are a duly authorized representative of a corporate body with legal capacity to issue tokens OR you are a qualified investor according to the jurisdictional requirements of the project offering
- ✅ You are solely responsible for compliance with all applicable securities, tax, and regulatory laws
- ✅ You have consulted with qualified legal counsel regarding your token offering or purchase
- ✅ You understand the risks associated with blockchain technology and cryptocurrency
- ✅ You release US Fintech LLC from all liability arising from your use of the Platform
- ✅ You agree to indemnify US Fintech LLC for claims arising from your conduct
- ✅ You consent to arbitration and waive class action rights
- ✅ You understand that this Agreement is governed by New York law
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE EQUITYMINT PLATFORM.
Severability and Entire Agreement
13.1 Severability
If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.
13.2 Entire Agreement
This Agreement, together with the EquityMint Terms of Service and Privacy Policy, constitutes the entire agreement between users and US Fintech LLC regarding the Platform and supersedes all prior agreements, understandings, and communications, whether written or oral.
13.3 No Waiver
Failure by US Fintech LLC to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
US Fintech LLC
Operating as: EquityMint
New York, USA
Last Updated: 2025
Document Version: 1.0
Verification URL: equitymint.org/tokensale