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Membership Terms

Security Token Offering Foundation, Inc. – Membership Terms & Conditions

1. Overview

These Membership Terms & Conditions (“Terms”) govern participation in the Security Token Offering Foundation, Inc. (the “Foundation”).

By applying for or maintaining membership, each member (“Member”) agrees to be bound by these Terms.
The Foundation operates as a for-profit market infrastructure platform, and membership provides access to services, networks, and ecosystem participation as described herein.

2. Nature of Membership

Membership in the Foundation:

  • Is a contractual service relationship, not a partnership or joint venture
  • Does not confer ownership, equity, or any economic interest in the Foundation
  • Does not provide rights to profits, revenue, dividends, or distributions
  • Does not create fiduciary, agency, or employment relationships

Membership is granted at the sole discretion of the Foundation.

3. Membership Rights & Limitations

Members may:

  • Access certain services, content, and events provided by the Foundation
  • Participate in Working Groups, committees, and discussions
  • Submit proposals, insights, or recommendations

Members acknowledge and agree that:

  • All participation is non-governing and advisory in nature
  • Members have no authority to bind or represent the Foundation
  • Members have no voting or decision-making rights over corporate matters

4. Fees & Payment

  • Membership is subject to applicable fees as determined by the Foundation
  • Fees may be structured by tier, services, or participation level
  • All fees are non-refundable, unless otherwise agreed in writing

The Foundation reserves the right to:

  • Modify pricing at any time
  • Introduce new services or fee structures

Continued membership following such changes constitutes acceptance.

5. Term & Termination

Membership:

  • Continues for the applicable term unless terminated

The Foundation may:

  • Suspend or terminate membership at any time, with or without cause
  • Deny renewal at its sole discretion

Members may terminate their membership by providing written notice, but:

  • Fees already paid are non-refundable

6. Governance & Participation Disclaimer

The Foundation operates under a model of centralized executive authority with structured advisory participation.

Accordingly:

  • Members do not have governance rights over the Foundation
  • Any participation in committees, working groups, or signaling mechanisms is non-binding and advisory only
  • The Foundation retains sole authority over all decisions, including strategy, operations, and financial matters

7. Intellectual Property & Contributions

Unless otherwise agreed in writing:

  • Any materials, ideas, proposals, or contributions provided by Members in connection with Foundation activities may be:
    • Used, modified, or commercialized by the Foundation
    • Incorporated into Foundation products, services, or frameworks

Members:

  • Grant the Foundation a perpetual, irrevocable, worldwide, royalty-free license to use such contributions

8. Confidentiality

Members may receive access to non-public information.

Members agree:

  • Not to disclose confidential or proprietary information
  • To use such information solely for permitted participation

The Foundation may designate information as confidential at its discretion.

9. Use of Name & Branding

Members may not:

  • Use the Foundation’s name, logo, or branding without prior written consent

The Foundation may:

  • Identify Members as participants in the ecosystem for marketing or informational purposes, unless otherwise agreed

10. Token & Digital Asset Disclaimer

To the extent the Foundation references or supports tokenized systems:

  • Membership does not grant any rights to tokens, unless explicitly provided under separate agreements
  • Any tokens associated with the ecosystem:
    • Do not represent ownership or equity in the Foundation
    • Do not provide rights to profits, revenue, or dividends
    • Do not confer governance rights over the Foundation

Members are responsible for their own compliance with applicable laws.

11. No Investment or Advisory Relationship

The Foundation does not:

  • Provide investment, legal, or financial advice

Participation in the Foundation:

  • Does not constitute a recommendation or endorsement of any offering, issuer, or transaction

Members are solely responsible for their own decisions.

12. Limitation of Liability

To the maximum extent permitted by law:

  • The Foundation shall not be liable for:
    • Indirect, incidental, or consequential damages
    • Loss of profits, revenue, or business opportunities

Total liability shall not exceed the fees paid by the Member in the preceding 12 months.

13. Indemnification

Members agree to indemnify and hold harmless the Foundation and its affiliates from any claims arising from:

  • Member’s participation
  • Violation of these Terms
  • Misuse of Foundation services or information

14. Amendments

The Foundation may update these Terms at any time.

Continued participation constitutes acceptance of revised Terms.

15. Governing Law

These Terms shall be governed by the laws of the State of Florida, without regard to conflict of law principles.

16. Entire Agreement

These Terms constitute the entire agreement between the Member and the Foundation regarding membership.