Terms of service.

Draft — pending review by securities counsel. Last updated: June 11, 2026.

1. What PreIPO tokens are

PreIPO tokens are digital assets that provide economic exposure to the per-share value of a referenced private company. Each token represents a contractual entitlement: if and when the referenced company completes an initial public offering and the applicable post-IPO lockup period (typically approximately six months) expires, the token may be redeemed for the then-current dollar value of one share of the referenced company, paid in USDC. An acquisition of the referenced company for cash may, at the issuer’s discretion and as communicated at the time, be treated as a redemption event at the per-share acquisition price.

PreIPO tokens are bearer digital assets. They confer no ownership, equity, voting, dividend, information, governance, or other legal rights in any referenced company or in the issuer. The referenced companies are not affiliated with, do not endorse, and do not issue PreIPO tokens. Company names and trademarks are used solely to identify the reference asset.

2. No guarantee of redemption

Redemption is contingent on events that may never occur. If a referenced company does not complete an IPO, remains private indefinitely, dissolves, or restructures, tokens may never become redeemable and may have no value. Tokens are risky instruments and may result in total loss.

3. Prohibited jurisdictions

PreIPO tokens are not offered to, and may not be acquired or traded by, any person located in, incorporated in, or a resident of the following jurisdictions, or any person acting on behalf of such a person:

• United States of America (including all states and territories: U.S. Virgin Islands, Puerto Rico, Guam, American Samoa, Northern Mariana Islands, U.S. Minor Outlying Islands)
• Afghanistan
• Belarus
• Canada
• Central African Republic
• China (Mainland)
• Cuba
• Democratic Republic of the Congo
• Eritrea
• Ethiopia
• Hong Kong
• India
• Iran
• Iraq
• Japan
• Lebanon
• Libya
• Macau
• Mali
• Myanmar
• Nicaragua
• North Korea
• Russia
• Singapore
• Somalia
• South Sudan
• Sudan
• Syria
• Ukraine (including Crimea, Donetsk, and Luhansk regions)
• Venezuela
• Yemen
• Zimbabwe

“US person” has the meaning given in Regulation S under the US Securities Act of 1933. We use IP-based geofencing and other technical measures to restrict trading actions from prohibited jurisdictions. Circumventing these measures (including via VPN) is prohibited and constitutes a breach of these Terms.

4. Prohibited uses

You may not use the services for money laundering, terrorist financing, sanctions evasion, market manipulation, or any unlawful purpose; you may not access the services from a prohibited jurisdiction or misrepresent your location or eligibility.

5. Participant representations

By accessing the services or holding PreIPO tokens, you represent that:

• You are not a US person and are not located in a prohibited jurisdiction.
• You are not acquiring tokens on behalf of a US person or prohibited person.
• All blockchain transactions you effect are secondary transfers executed outside the United States.
• You understand tokens confer no rights in any referenced company.
• You understand redemption may never occur and tokens may lose all value.
• Your transactions are final, irreversible, and non-refundable.

6. Not advice; no regulated entity

Nothing on this site constitutes investment, financial, legal, or tax advice. PreIPO is not a broker-dealer, investment advisor, exchange operator, transfer agent, custodian, or similar regulated entity.

7. Dispute resolution

Any dispute arising out of these Terms or the services shall be resolved by binding individual arbitration. You waive any right to participate in class actions or jury trials to the maximum extent permitted by law.

8. Changes

We may update these Terms at any time. Continued use of the services after changes take effect constitutes acceptance.