The STO Foundation - Tokenized Asset Foundation

    Membership Agreement

    This Membership Agreement ("Agreement") is entered into between Security Token Offering Foundation, Inc., a Florida corporation ("Foundation," "we," "our," or "us"), and the individual or entity applying for membership ("Member," "you," or "your").

    By completing registration, renewing membership, checking any acceptance box, clicking "Join," "Subscribe," "Become a Member," or similar, and/or submitting payment, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement.

    1. Purpose

    The STO Foundation operates a private membership ecosystem and market infrastructure platform focused on the advancement of Security Token Offerings (STOs), Real-World Asset (RWA) tokenization, digital securities, and tokenized capital markets.

    Membership provides access to educational content, events, networking opportunities, directories, webinars, community participation, and other ecosystem services offered by the Foundation.

    2. Nature of Membership

    Membership is a contractual service relationship only.

    Membership does not create:

    • Ownership rights
    • Equity interests
    • Profit participation
    • Revenue sharing rights
    • Voting rights
    • Governance rights
    • Fiduciary relationships
    • Agency relationships
    • Joint ventures
    • Partnerships
    • Employment relationships

    Members acknowledge that participation is voluntary and non-exclusive.

    The Foundation retains sole authority over all business, operational, strategic, financial, and governance decisions.

    3. Membership Benefits

    Membership may include access to:

    • Educational content
    • E-learning modules
    • Live webinars
    • Recorded webinar archives
    • Discussion groups
    • Community forums
    • Chat channels
    • Networking opportunities
    • Member directories
    • Industry events
    • Research publications
    • Working groups
    • Partner resources
    • Other services offered by the Foundation

    All benefits are provided at the Foundation's discretion and may be modified, suspended, expanded, or discontinued at any time.

    Membership does not guarantee access to any specific service, event, feature, or benefit.

    4. No Guaranteed Outcomes

    The Foundation makes no representations, warranties, or guarantees regarding:

    • Business opportunities
    • Partnerships
    • Clients
    • Revenue generation
    • Deal flow
    • Introductions
    • Investor access
    • Capital raising
    • Marketing results
    • Industry visibility
    • Networking outcomes

    Members acknowledge that participation does not guarantee any economic, business, or professional benefit.

    5. Membership Fees

    Membership is subject to annual fees or other fee structures established by the Foundation.

    All fees are:

    • Due in advance
    • Non-refundable
    • Non-transferable

    Except where required by applicable law.

    The Foundation reserves the right to:

    • Modify pricing
    • Introduce new membership tiers
    • Adjust benefits
    • Modify payment structures

    Upon renewal.

    6. Membership Term and Renewal

    Membership remains active for the purchased membership term.

    Membership may be renewed according to the pricing and terms then in effect.

    The Foundation reserves the right to deny any membership application or renewal request at its sole discretion.

    7. Member Directory and Profile Listings

    Members may be listed within Foundation directories, profiles, member portals, and ecosystem resources.

    The Foundation retains sole discretion regarding:

    • Listing inclusion
    • Category assignment
    • Search placement
    • Ranking
    • Visibility
    • Display format
    • Featured status

    Members are responsible for ensuring all submitted information is accurate and current.

    The Foundation makes no guarantees regarding exposure, visibility, traffic, inquiries, or business opportunities resulting from directory participation.

    8. Webinars, Events, and Educational Content

    The Foundation may provide:

    • Webinars
    • Courses
    • Workshops
    • Conferences
    • Educational materials
    • Industry discussions
    • Community events

    Members acknowledge that all educational content is provided solely for informational purposes.

    Nothing provided by the Foundation constitutes:

    • Investment advice
    • Legal advice
    • Tax advice
    • Accounting advice
    • Financial advice
    • Regulatory advice

    Members should consult their own professional advisors before making any business, legal, regulatory, or investment decisions.

    9. Recording Consent

    Members acknowledge that webinars, events, meetings, workshops, and community discussions may be recorded.

    By participating, Members grant the Foundation the right to:

    • Record audio and video
    • Capture presentations
    • Use screenshots
    • Create replay content
    • Produce educational materials
    • Distribute recordings

    For operational, educational, marketing, and promotional purposes.

    10. Community Conduct

    Members agree to conduct themselves professionally and ethically.

    Members shall not:

    • Harass or abuse other members
    • Post unlawful content
    • Engage in fraudulent activity
    • Misrepresent credentials
    • Spam community members
    • Distribute malware or malicious content
    • Violate applicable laws
    • Damage the reputation of the Foundation

    The Foundation may suspend or terminate membership for violations of these standards.

    11. No Solicitation or Data Harvesting

    Members may not:

    • Harvest member information
    • Scrape data
    • Export contact information
    • Conduct unsolicited marketing campaigns
    • Sell member information
    • Use Foundation resources for mass solicitation

    Without prior written authorization.

    12. Intellectual Property

    Members retain ownership of their own intellectual property.

    However, Members grant the Foundation a perpetual, worldwide, royalty-free license to use:

    • Names
    • Company names
    • Logos
    • Profile information
    • Submitted content
    • Educational contributions

    For:

    • Directory listings
    • Marketing
    • Educational materials
    • Ecosystem promotion
    • Community operations

    13. Member Contributions

    Members acknowledge that ideas, suggestions, proposals, feedback, recommendations, and contributions submitted to the Foundation may be used by the Foundation without compensation.

    The Foundation may:

    • Modify
    • Adapt
    • Incorporate
    • Commercialize
    • Develop

    Such contributions into future products, services, frameworks, initiatives, and programs.

    14. Confidentiality

    Members may receive access to confidential or non-public information.

    Members agree:

    • Not to disclose confidential information
    • Not to share private member information
    • Not to misuse non-public information

    Without prior authorization.

    15. Use of Foundation Name and Branding

    Members may not use:

    • STO Foundation
    • Security Token Offering Foundation
    • Foundation logos
    • Foundation branding

    Without prior written consent.

    The Foundation may identify Members as participants within the ecosystem unless otherwise agreed.

    16. Third-Party Services

    The Foundation may provide access to third-party:

    • Vendors
    • Service providers
    • Platforms
    • Issuers
    • Technology partners
    • Educational contributors

    The Foundation is not responsible for:

    • Third-party conduct
    • Third-party services
    • Third-party content
    • Transactions between members

    Members engage with third parties at their own risk.

    17. Digital Asset Disclaimer

    Membership does not grant rights to:

    • Tokens
    • Digital assets
    • Securities
    • Equity
    • Ownership interests

    Unless separately documented in writing.

    Any reference to tokenized assets, digital assets, STOs, or RWAs is provided solely for informational purposes.

    18. No Reliance

    Members acknowledge they are not relying upon:

    • Future product releases
    • Future platform features
    • Future partnerships
    • Future member participation
    • Future business opportunities

    When deciding to join or renew membership.

    19. Service Modifications

    The Foundation may modify, suspend, or discontinue any service, benefit, event, program, feature, platform, course, webinar, directory, or community offering at any time without liability.

    All services are provided on an "AS IS" and "AS AVAILABLE" basis.

    20. Termination

    The Foundation may suspend, restrict, or terminate membership at any time for:

    • Violation of this Agreement
    • Misconduct
    • Fraud
    • Misrepresentation
    • Community abuse
    • Harmful conduct

    Upon termination:

    • Access may be revoked immediately
    • Membership benefits cease
    • No refunds shall be issued

    21. Limitation of Liability

    To the fullest extent permitted by law:

    The Foundation shall not be liable for:

    • Indirect damages
    • Consequential damages
    • Lost profits
    • Lost business opportunities
    • Loss of data
    • Reputational harm

    The Foundation's total liability shall not exceed the membership fees paid by the Member during the preceding twelve (12) months.

    22. Indemnification

    Members agree to indemnify and hold harmless the Foundation, its officers, directors, employees, contractors, affiliates, and partners from any claims arising from:

    • Membership participation
    • Violation of this Agreement
    • Interactions with third parties
    • Misuse of Foundation resources

    23. Force Majeure

    The Foundation shall not be liable for delays or failures caused by circumstances beyond its reasonable control, including:

    • Natural disasters
    • Internet outages
    • Cybersecurity incidents
    • Government actions
    • Labor disruptions
    • Platform failures

    24. Amendments

    The Foundation may modify this Agreement at any time.

    Continued participation following updates constitutes acceptance of the revised Agreement.

    25. Governing Law

    This Agreement shall be governed by the laws of the State of Florida.

    Any dispute shall be resolved exclusively in the state or federal courts located in Florida.

    Members waive:

    • Jury trial rights
    • Class action participation rights

    To the fullest extent permitted by law.

    26. Entire Agreement

    This Agreement constitutes the entire agreement between the Member and the Foundation regarding membership and supersedes all prior agreements, understandings, and communications.

    27. Acceptance of Agreement

    By checking the acceptance box, clicking "Join," "Subscribe," "Become a Member," "Continue," or similar, and/or submitting payment, you acknowledge that you have read, understood, and agree to be legally bound by this Membership Agreement.

    Electronic acceptance of this Agreement shall have the same force and effect as a handwritten signature.