Terms of Service

1. Operator and scope

These Terms of Service govern access to votearn.com and its associated interfaces (the Service), operated by Blockfactory Sp. z o.o., a company registered in Poland (Votearn, we, us). Please read these Terms before using the Service. Where an agreement is formed, these Terms apply to the extent validly incorporated under applicable law. If you do not agree, discontinue use. Nothing in these Terms restricts rights that cannot lawfully be excluded.

The Service provides information about corporate proposals, Stock Tokens and participation, and an interface for user-authorized swaps through third-party liquidity protocols. General descriptions of our mission are statements of intention and do not create an entitlement to a service, payment, reward, allocation or particular outcome.

2. Eligibility and investor status

You must be at least 18, have legal capacity and authority to act, and satisfy these Terms and applicable issuer requirements whenever you access or use the Service. Where acting for another person or entity, both you and the person represented must qualify. Access, a connected wallet, a quote or a successful transaction does not establish eligibility.

Consistent with the issuer’s website-access conditions, you must either qualify as a Professional Client or be considering purchase following an offer by an appropriately licensed financial institution. For this purpose, Professional Client refers to the status under Articles 4(3) and 5(1) of the Swiss Financial Services Act; in the EU or EEA it includes a Qualified Investor under Article 2(e) of Regulation (EU) 2017/1129; elsewhere it includes an equivalent professional, certified, qualified or sophisticated investor status under local law. These categories do not override any geographical or sanctions exclusion.

Votearn does not represent that it is the licensed institution contemplated by that alternative. Browsing the Service, receiving a quote or using its swap interface does not itself satisfy that condition. Do not use the Service if you cannot meet the applicable conditions.

3. Restricted persons and jurisdictions

The Service is unavailable to U.S. Persons as defined in Regulation S under the U.S. Securities Act of 1933, and to Canadian, Swiss or United Kingdom persons. It must not be used from the United States, Canada, Switzerland or the United Kingdom, or by persons resident or entities incorporated or established there. You must not act for the account or benefit of an excluded person. Being temporarily outside a restricted country does not remove a restriction based on personal or entity status.

You must not use the Service to offer, sell, distribute, transfer or deliver Stock Tokens, directly or indirectly, within the United States, to a U.S. Person, or for such a person’s account or benefit. Eligible recipients must be outside the United States and must not be U.S. Persons. The Service is not directed at UK residents or UK-incorporated entities and must not be acted upon by them.

The issuer’s current Prohibited Investor jurisdictions are Cuba, Belarus, Iran, North Korea, Russia, Syria, Ukraine, South Sudan, Sudan, Myanmar and Venezuela. Investors in those jurisdictions may not use the Service. This list is not exhaustive of all legal or issuer restrictions and can change.

4. Sanctions and prohibited activity

You must not use the Service if you are subject to international sanctions, or are located in a jurisdiction subject to international sanctions, including those imposed by the European Union, Switzerland, the United Nations, the United Kingdom or the United States. This prohibition also applies where an applicable sanctions rule treats an entity as restricted because of ownership or control, or where you act for a sanctioned person.

You must not use the Service for money laundering, terrorist financing, sanctions evasion, dealing in criminal proceeds, fraud, market manipulation, unlawful insider dealing or any other unlawful activity. You must not impersonate another person, misstate your eligibility, use another person’s wallet or an intermediary to evade a restriction, or use a VPN, proxy, false location data or similar means to bypass geographical or eligibility controls.

You must not interfere with the Service, introduce malicious code, exploit vulnerabilities, access data or assets without authorization, or assist another person in doing so. You remain responsible for your devices, credentials and wallet authorizations. Report suspected security issues using our contact details without accessing others’ data or assets.

5. Issuer requirements and continuing compliance

For Robinhood Stock Tokens, the applicable requirements include the Restricted Jurisdictions and Use of Website notices published by Robinhood Assets (Jersey) Limited, the Base Prospectus and supplements, and the Final Terms for the relevant instrument. Review the current documents linked below before using the Service. These Terms do not replace those documents, grant an issuer exemption or authorize conduct prohibited by them or by law. An issuer permission does not waive a stricter restriction expressly imposed by Votearn.

You represent that your use complies with these conditions and must stop using restricted features if your eligibility changes. We may request proportionate evidence of eligibility and restrict or suspend access where necessary to comply with law, issuer requirements or these Terms. Technical availability does not waive a restriction. Any processing of personal data remains subject to our Privacy Policy and applicable law; no particular identity-verification or location-screening system is promised by this clause.

• Robinhood: Restricted Jurisdictions ↗
• Robinhood: Use of Website ↗
• Robinhood: Base Prospectus and Final Terms ↗

6. Stock Tokens and third-party rights

Stock Tokens are third-party financial instruments. Their legal character, backing, redemption arrangements and holder rights depend on the issuer, offering documents, jurisdiction and product. A token referencing a company is not necessarily a share in that company and does not, solely by being held, confer legal or beneficial ownership, shareholder status, dividends or voting rights.

For example, Robinhood’s current Robinhood Chain documentation describes its Stock Tokens as tokenised debt securities issued by Robinhood Assets (Jersey) Limited, providing economic exposure without legal or beneficial rights in the underlying issuers. Other products may use different structures. Announcements concerning future voting features do not amend an instrument’s binding terms.

You must consult the relevant prospectus, final terms and issuer disclosures. Restrictions may depend on residence, nationality, investor status, identity verification, holding or record dates and other conditions. Votearn does not issue, custody, redeem, underwrite or guarantee third-party Stock Tokens or the underlying securities, and cannot grant or expand the rights attached to them.

7. No advice or assurance of gain

The Service is provided for general information and does not constitute investment, financial, legal or tax advice, an individualized recommendation, an offer of securities or a solicitation to enter a transaction. No adviser, fiduciary, brokerage, agency or custody relationship arises merely from use of the Service.

No statement, illustration, name or slogan, including ‘Vote to Earn’, promises profit, income, capital preservation, appreciation, a reward or any other economic benefit. You may lose some or all of the value of an asset and incur additional costs. You are responsible for independent assessment and any necessary professional advice.

8. Proposal information and external services

Proposal summaries may be incomplete, delayed, inaccurate or superseded. A displayed meeting date is not necessarily a voting deadline. The original issuer and meeting materials govern; you should verify them independently. Votearn does not guarantee eligibility, submission, acceptance, counting or the effect of any vote.

Links to issuers, exchanges, wallets, authentication services or other third parties are provided for convenience. Their services and terms are separate. Names and logos identify their respective owners and do not imply endorsement, sponsorship or partnership. We do not control third-party conduct, solvency, security, availability or compliance.

9. Technology and market risks

Use of digital assets and related services entails risks, including software bugs, smart-contract defects, exploits, vulnerabilities, compromised credentials, malicious approvals, phishing, inaccurate data, oracle failures, network congestion, blockchain halts, forks, reorganizations, failed or irreversible transactions, bridge failures and loss of access. Market, liquidity, custody, counterparty, regulatory and issuer risks may also cause loss.

Votearn cannot reverse blockchain transactions, recover third-party assets or ensure uninterrupted operation of external networks. To the extent permitted by applicable law, you assume risks inherent in your voluntary use of third-party products and blockchain infrastructure. This allocation does not excuse a breach of duties or liability that the law does not permit us to exclude.

10. Service availability and warranties

To the fullest extent permitted by law, the Service is provided ‘as is’ and ‘as available’, without express or implied warranties of accuracy, completeness, merchantability, fitness for a particular purpose, non-infringement or uninterrupted, secure or error-free operation. Statutory guarantees and remedies that cannot be excluded remain unaffected.

We may make proportionate changes or temporarily restrict access for maintenance, security, legal compliance or material misuse. We will provide reasonable notice of material changes where practicable and legally required. You may stop using the Service at any time.

11. Limitation of liability

To the maximum extent permitted by applicable law, Blockfactory Sp. z o.o. and its personnel shall not be liable for direct or indirect losses arising from third-party Stock Tokens, underlying securities, external services or blockchain events outside our reasonable control, including the risks described above. To that same extent, we exclude liability for consequential, incidental, special or punitive damages and loss of profits, anticipated gains, opportunity, goodwill, data or digital assets arising out of use of or inability to use the Service, whether in contract, tort or otherwise.

These exclusions apply only where lawful and do not exclude or limit liability for fraud, intentional misconduct, gross negligence where non-excludable, death or personal injury caused by negligence, breaches of data-protection duties, or any other liability that cannot lawfully be excluded or limited. They do not remove mandatory consumer rights or legally required remedies. No provision requires a consumer to bear a loss for which we remain legally responsible.

12. Content and intellectual property

Votearn’s original content, branding and interface are protected by applicable intellectual-property laws. You may access and use the Service for lawful personal purposes and quote content with appropriate attribution to the extent permitted by law. You must not misrepresent affiliation, remove proprietary notices or use our branding to mislead others. Third-party materials remain subject to their owners’ rights.

13. Privacy, complaints and applicable law

Our Privacy Policy explains the processing of personal data. Privacy rights are governed by applicable law and are not waived by these Terms. Questions, complaints and notices may be sent to the company contact below; describe the issue and a method for us to respond. We will respond within applicable statutory time limits.

Polish law governs these Terms, without depriving consumers of mandatory protections under the law of their habitual residence where applicable. Courts have jurisdiction as determined by applicable law; no exclusive venue or arbitration requirement is imposed on consumers. If a provision is invalid, the remaining provisions continue only to the extent lawful and workable.

We may update these Terms for changes to the Service, legal requirements or security practices. Material changes will be identified with an updated date and additional notice where required. Changes do not retroactively remove accrued rights or constitute consent where express consent is legally required.

Contact

Blockfactory Sp. z o.o.
Poznań, Poland.
KRS: 0000987962 · NIP: 7792543090 · REGON: 52286180900000.

support@votearn.com · Votearn support.