Terms & Conditions

General Terms and Conditions of Use of the BoulderTech Platform

1. Acceptance of the Terms – Accessing, browsing, and using the BoulderTech platform (hereinafter, the “Platform”) implies the full, express, and unreserved reading, understanding, and acceptance of these General Terms and Conditions of Use (hereinafter, the “Terms”).

These Terms constitute a legally binding agreement between the user (natural or legal person who accesses the Platform, hereinafter, the “User”) and BoulderTech, and govern access to, use of, and participation in the functionalities offered.

By registering on the Platform, creating an account, completing verification processes, interacting with investment opportunities, or, in general, making use of any available functionality, the User acknowledges that they have read and understood these Terms, and agrees to be bound by them.

If the User disagrees with these Terms, in whole or in part, or with any future amendments that may be introduced, they must refrain from using the Platform and, if applicable, proceed with the cancellation of their account.

BoulderTech reserves the right to update, modify, or replace these Terms at any time. Such modifications shall be notified to the User through the Platform or by the contact means provided, and shall be deemed accepted if the User continues using the services after a reasonable period from their publication or communication.

2. Nature of the Service – BoulderTech is a technology platform specialised in facilitating access by accredited investors to private investment opportunities through the tokenization of assets. Through an infrastructure based on blockchain technology, it enables the issuance, management, and transfer of digital tokens representing interests in structured investment vehicles, such as private companies and funds. This structure aims to simplify access to traditionally illiquid markets, providing greater efficiency, traceability, and transparency throughout the investment process.

3. Eligibility Requirements – Access to and use of the BoulderTech platform is strictly limited to users who meet certain eligibility criteria defined by applicable law and the company’s internal policies.

In particular, only the following may use the Platform:

• Natural or legal persons who qualify as accredited investors, in accordance with the applicable definition in the jurisdiction from which they operate or in which the investment offering originates.

• Users who have successfully completed the identity verification process, via KYC (Know Your Customer) procedures for individuals or KYB (Know Your Business) for entities.

These requirements aim to ensure that users possess the economic, legal, and technical capacity necessary to understand and assume the risks associated with investments offered through the Platform.

Furthermore, BoulderTech expressly reserves the right to evaluate, accept, or reject any application for access, as well as to restrict or suspend a user's access in the event of inconsistencies, regulatory breaches, or any other element that may compromise its compliance and due diligence standards.

4. Wallet and Access Management – To operate within BoulderTech, it is essential that the user has a compatible Web3 wallet, since all interactions with tokenized assets take place via blockchain technology.

The Platform offers two alternatives:

• Linking an existing external wallet, provided that it is technically compatible with the infrastructure used by BoulderTech.

• Generating a wallet directly from the Platform through an account abstraction system that allows its creation and management using identifiers such as email, phone number, or biometric data (e.g., fingerprint or facial recognition). This method is designed to enhance user experience by reducing the need to interact directly with private keys.

In all cases, the user assumes sole responsibility for protecting the security of their access credentials and wallet, as well as for any action taken therefrom. BoulderTech shall not be held liable for any losses, unauthorised access, or transactions carried out due to negligent or improper use by the user.

5. Investment Groups – Access to investment opportunities on the BoulderTech platform is organised through a system of investment groups, each managed by a designated Group Administrator.

Interested users may apply to join one or more groups, which will enable them to view and participate in the specific opportunities managed by such groups. However, registration on the Platform does not guarantee automatic access to any group.

The acceptance or rejection of each application lies solely with the Group Administrator, who may assess various factors, such as the investor's profile, alignment with the group’s strategy, or any other condition deemed relevant in accordance with the operational guidelines defined by BoulderTech.

This structure allows for efficient segmentation of opportunities and promotes a more tailored, flexible, and investor-oriented management of each deal.

6. Investment Opportunities (Deals) – Each deal published on the Platform represents a concrete investment proposal structured through a specific vehicle. These opportunities may relate to:

• Interests in private companies, generally in growth or consolidation stages.

• Units or interests in investment funds, with various strategies, time horizons, and risk profiles.

Before publication, all opportunities are subject to a review and validation process conducted by the BoulderTech team, including a technical, legal, and financial assessment of the underlying vehicle. This due diligence stage aims to ensure a minimum quality standard for the deals offered and to provide greater reliability for investors.

Once approved and listed, the deal has a dedicated detail page accessible via the Platform, where users accepted into the relevant group may:

• Review all relevant information on the investment vehicle, including but not limited to: structure, risks, timelines, and projections.

• Access contractual documentation, such as subscription documents and specific terms.

• Make a formal investment commitment within the Platform, expressing their intent to participate under the stated conditions.

This digital environment aims to simplify and standardise the investment process, while maintaining high levels of traceability and legal certainty.

7. Tokenization Process – Once the investment process has been completed and the fulfilment of users' commitments has been verified, the Token Generation Event (TGE) is carried out.

The TGE is the moment when the digital tokens representing the investors' acquired interests are issued and their corresponding allocation is recorded on the blockchain used by the Platform.

The delivery of tokens may be immediate or deferred in accordance with the deal documents. This may include:

• Vesting periods, whereby tokens are progressively released over time.

• Cliffs, which establish an initial period with no deliveries, followed by a partial or total release according to the agreed schedule.

These conditions respond to commercial considerations, protection of the investment vehicle, or alignment of incentives among the parties, and will always be clearly communicated at the time of the investment commitment.

8. Role of the Group Administrator – The Group Administrator is a key figure within the Platform’s functioning, appointed and authorised by BoulderTech to manage a specific investment group. Their main role is to coordinate and facilitate the relationship between group investors and the investment opportunities presented on the Platform.

Their responsibilities include:

• Proposing new deals for their group, which must first be assessed and approved by BoulderTech through a due diligence process before publication.

• Determining the number of tokens to be issued for each deal, in coordination with the economic and legal terms of the relevant investment vehicle.

• Evaluating and resolving applications from users wishing to join their group, exercising discretion to accept or reject candidates based on their own criteria, the group’s strategy, or BoulderTech’s policies.

• Overseeing the delivery of quarterly reports in the case of investments in private companies, ensuring that investors receive relevant information on the business’s progress and key KPIs.

• Executing the transfer of tokens to investors once the TGE or corresponding commitment has been completed, in accordance with the timelines and terms defined in each deal's structure.

The Group Administrator acts as a qualified and operational intermediary within each group, with decision-making and execution capacity regarding internal group dynamics, always in conformity with the Platform’s terms and applicable regulatory frameworks.

9. Flow of Funds For each investment opportunity, BoulderTech acts as the receiving entity of the funds committed by investors on behalf of the corresponding investment vehicle.

Once the user has formalised their investment commitment, the funds must be transferred to BoulderTech within the timelines and conditions set forth in the specific terms of each deal. Timely compliance with this obligation is an essential requirement for the commitment to be considered valid and enforceable.

Once the funding process has concluded—either because the target amount was reached or the deadline expired—BoulderTech will proceed to transfer the received funds to the issuing entity, whether a private company or an investment fund, in accordance with contractual provisions.

It is important to note that BoulderTech does not act as trustee, custodian, or administrator of the funds, nor does it guarantee any result regarding the success, profitability, or development of the underlying business. Its involvement in this process is limited to facilitating the operational transfer of funds within the technical and contractual structure of the Platform.

10. Limitation of Liability – The user acknowledges and accepts that all investments entail inherent risks, particularly those related to non-traditional assets such as interests in private companies or investment funds with no immediate liquidity or guaranteed return.

BoulderTech does not guarantee the profitability, performance, or positive development of the assets represented by the tokens acquired through the Platform, nor does it assume any responsibility for the management, administration, or outcomes of the underlying investment vehicle.

By operating on the Platform, the user declares that they are capable of understanding the nature and scope of the investments offered, including the possibility of:

• Negative fluctuations in the asset’s value.

• Illiquidity or difficulty in early exit.

• Regulatory or tax changes affecting profitability.

• Total loss of the invested capital.

The decision to participate in a deal is solely the user’s, who acts at their own discretion, risk, and responsibility. BoulderTech does not act as a financial advisor or provide personalised recommendations at any time.

11. Amendments – BoulderTech reserves the right to modify, update, or replace these General Terms and Conditions at any time, whether to adapt to regulatory changes, operational adjustments, new platform functionalities, or internal management needs.

The amendments shall take effect once published on the Platform and will be notified to registered users through the available communication channels (email, dashboard notification, or message upon login). Continued use of the Platform by the user following such notification shall constitute tacit acceptance of the new terms.

Users are encouraged to periodically review this section to stay informed about the current version of the Terms and Conditions.