Introduction

These Legion Investment Services Terms (the “Investment Services Terms”) supplement our General Terms, which are expressly incorporated by reference, and together with the General Terms, collectively governs your access and use of the Legion Investment Services. Any capitalized terms used in these Investment Services Terms, but not defined herein have the meanings given to them in the General Terms. In the event of any conflict or inconsistency between these Investment Services Terms and the General Terms, the applicable terms of these Investment Services Terms will control with respect to your use of the Investing Platform Service.

General Securities Law Notice

Globally, the securities laws applicable to private company fundraising are complex, overlapping, and frequently ambiguous. This is particularly the case with respect to digital assets, an emerging asset class that straddles multiple legal classifications. In general, however, the securities laws in many jurisdictions are designed to compel adequate disclosure from issuers, reduce and mitigate fraud, and protect unsophisticated investors from making poor investment decisions. These laws typically achieve these goals by mandating a registration process for publicly sold securities or by limiting the exposure of the broader public to potentially risky investments by requiring that the sale of the securities be exempt (either at a transactional level or because the asset itself is exempt from registration). For instance, in the United States, the United Kingdom, most member states of the European Union, Japan, Singapore, and several other major jurisdictions, applicable securities laws require securities sold in connection with a public registration statement filed with the local regulator, unless the sale qualifies for an exemption.

Generally, startup ventures that typify the types of entities we expect Investors to be interested in through our Services use one or more of “private placement” exemptions because they allow for the raising of capital without complying with the costly and time-consuming registration process outlined above. However, in many instances, one of the requirements of a private placement-like exemption is that neither the company which is offering its securities nor any person acting on such issuer’s behalf may offer or sell the securities by any form of “general solicitation” (other than limited instances, such as the United States’ recently enacted 506(c) offering type under its applicable securities laws). Many states and foreign countries all have their own regulations governing securities transactions that must be observed as well, including potential transfer or selling restrictions that apply to privately issued securities. While Legion may conduct screening for its own purposes, you must make your own assessment regarding regulatory requirements as may be applied to your activities on the Site and through our Legion Investment Services.

Overview

These Investment Services Terms set forth terms on which (i) Projects (as defined below) can interact with Investors through our platform, including through the creation of investors interested in participating in investment opportunities and participating in those opportunities and (ii) Investors can interact with projects, join groups with potential investment opportunities meeting their criteria, and participate in investment opportunities through investment vehicles.

Projects

General

A “Project” means a person or group of people who uses Legion Investment Services to curate a group of value-add investors and share potential investment opportunities with this group of investors through a MiCA-advised Vehicle. In order to create an account and act as a project on Legion, you must first be approved by Legion. Legion requires that projects meet KYB requirements and qualify as sophisticated entrepreneurs with relevant personal or professional experience building ventures, prioritizing historical experience and an established track record. As a project, you may create one or more investment rounds and establish criteria to filter the types of Investors who have access to your investment round and any associated deals you may make available through our Services. Legion may also enable you to identify the types of Investors with specific investor profiles you would like to see via the Legion Investment Services. However, we do not promise that all of the Investors you express interest in will be made available to you through the Legion Investment Services, and we also do not promise that any Investors that are displayed to you through the Legion Investment Services will actually satisfy your criteria.

No Financial Advice or Other Regulated Activity

As a Project, you understand and agree that only Legion-approved lawyers are authorized to provide investment advice related to managing investments through our Services. You must not represent or imply to any Vehicle or its members that you are authorized to give financial advice or manage securities without explicit written consent from Legion-approved lawyers.

Investors

General

In order to create an account to invest in vehicles through the Legion Investment Services, you must meet MiCA or MiCA-equivilent requirements provided by Legion.

Embedded Wallet Services

Investors on Legion may make funding commitments using digital assets in an Embedded Wallet (as defined in the Embedded Wallet Service Terms) generated when using our Legion Investment Services. Legion is not a custodian of your Embedded Wallet and does not have access to this Embedded Wallet. In the event that you lose access to this Embedded Wallet, you will lose access to all assets in this Embedded Wallet, and we will be unable to assist and will not be liable for such losses. Your use of the Embedded Wallet shall be subject to the Embedded Wallet Service Terms and you are required to accept these terms in order to use an Embedded Wallet with the Legion Investment Services. For more details about the Embedded Wallet, including risks associated with this Embedded Wallet and your rights and responsibilities, please see the Embedded Wallet Service Terms.

General User Requirements

All Users of our Legion Investment Services are required to satisfy certain applicable know your customer and anti-money laundering requirements that are part of our general compliance policies. This includes submission of certain personal, identifying information and evidentiary support to Legion or a Third-Party Service that Legion may use to conduct such know your customer and anti-money laundering procedures. If you do not agree to complete these procedures, you may be permitted to view the Site but will be unable to use any of the Legion Investment Services, but you will still be bound by the Legion Investment Services Terms to the extent applicable. Projects should be aware that information they provide that is not designated as “Private” will be visible to all Users on the Site. Legion hereby reserves the right to modify or discontinue your access to the Legion Investment Services at any time for any or no reason.

Additional Covenants Related to Using the Legion Investment Services

In order to use the Legion Investment Service Terms, you hereby agree to these additional covenants that supplement any other applicable terms set forth in these Investment Services Terms or the rest of the Terms:

• Self-Assessment: You will only contribute to and/or invest in a vehicle or other product offered through the Legion Investment Services after thoroughly reviewing and assessing the terms of the investment, including any related private placement memorandum, subscription agreement and organizational documents as well as any information provided through the Site.
• Own Judgement: You will exercise your own discretion and judgement before making any decision to invest or to accept an investment.
• Sole Responsibility: It is your sole responsibility to comply with applicable law regarding any transaction, including without limitation, the determination of whether any Investor is a qualified to participate in any investment under applicable local law and whether any investment complies with the terms of local law.
• Financial and Tax Advice: Unless explicitly set forth in a separate written agreement between you and Legion, you are solely responsible for obtaining the necessary financial, tax and legal advice needed to assess the investment and protect your interests.
• Acceptance and Understanding of Risks: You have reviewed and understand the various risks we have discussed here and are otherwise informed about the risky and highly speculative nature of angel investments.
• No Recommendation from Legion or Affiliates: Unless explicitly set forth in a separate written agreement between you and Legion (or another applicable third party), you are not expecting Legion or any other third party to recommend any investment or provide other advice.
• Regulated Activity: You will not use Legion in any way that may cause Legion or its affiliates to have to register as a regulated entity to the extent it is not already registered or be treated as an underwriter under any applicable local law.

Limitations On Our Obligations When Using Legion Investment Services

The following additional limitations apply to our obligations to you when using the Legion Investment Services:

• Introductions: We are not obligated to make any connections to a particular Investor, even to the extent you have indicated particular criteria that may match the profile of a certain Investor.
• Due Diligence: While we maintain our own policies and procedures to conduct due diligence on our Users, we are not responsible for doing diligence on the Projects, Investors, or other users you meet through Legion on your behalf or verifying any representations, materials or other information provided by Projects, Investors, or other users to you.
• Investor Qualifications: We are not responsible for verifying on your behalf that any Investor is qualified, authorized or otherwise appropriate to invest under applicable local law, or for determining whether any use of Legion constitutes a general solicitation (or its equivalent) of securities under the securities laws of any state or other jurisdiction.
• No Recommendation from Legion or Affiliates: Unless explicitly set forth in a separate written agreement between you and Legion (or another applicable third party), we do not recommend any startups for investment, endorse their fitness for investment or verify or claim the accuracy of information provided by startups on the Site or in our emails. In particular, your access of the Site or use of our Legion Investment Services does not mean we are acting as an investment adviser to any particular Investor(s) and the Site is not intended to constitute investment advice.
• Investments: We may from time to time invest in another business, either in our individual capacity or through the creation of a vehicle through the Legion Investment Services. Notwithstanding the foregoing, in no event are we obligated to make a particular investment opportunity available to anyone else, including any Investors, even to the extent we permit some Investors to participate using our Legion Investment Services.

Fees and Payments

You may subscribe to or pay for certain Services as part of using the Legion Investment Services. Your subscription level and corresponding pricing and other terms will be as specified when you create an account through the Site or otherwise execute a separate written service supplement with us. You may upgrade your subscription any time during your subscription term by providing written notice to us and agreeing to pay the applicable incremental fees we communicate to you for such upgrade. You agree to pay Legion, its affiliates and other third parties, as applicable, the fees specified on a subscription page on the Site when you subscribe for one of the Legion Investment Services or that are otherwise set forth on a separate written service supplement(s) or agreements executed by the parties (the “Fees”). We reserve the right at any time to change our fees (including to begin charging for services that we are currently providing free of charge) and billing methods in accordance with our General Terms, effective either immediately upon posting on the Site, notifying you through the Legion Investment Services or by email delivery to you. You agree to pay the fees periodically in accordance with any applicable term of the Legion Investment Services you opt-into or the terms of a separate written service supplement(s) or agreement(s).

Term and Termination

Unless terminated by Legion, these Legion Investment Terms will remain in full force and effect while you use our Legion Investment Services. You’re free to terminate your use of the Legion Investment Services at any time; please refer to our Privacy Policy to understand how we treat information you provide to us after you have stopped using our Services and you understand and agree that you will remain responsible for any accrued Fees through your date of termination. We are also free to terminate (or suspend access to) your use of the Legion Investment Services for any reason in our discretion, including your breach of these Terms. We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. If we suspend your use of the Services, you may continue to access your Embedded Wallet directly or through other services not hosted by us. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us (if applicable), any limitations on our liability, and terms regarding disputes between us.