Annex B – United States Regulatory Framework
This Annex applies to Users located in the United States or accessing the Platform from U.S. jurisdictions.
This Annex supplements the Core Terms & Conditions and addresses regulatory considerations relevant to U.S. law and regulatory authorities.
Where inconsistencies arise between this Annex and the Core Terms, the provisions of this Annex shall prevail for Users located in the United States.
1. Regulatory Context in the United States
Digital asset and online platform regulation in the United States involves multiple regulatory authorities, including but not limited to:
- U.S. Securities and Exchange Commission (SEC)
- Commodity Futures Trading Commission (CFTC)
- Financial Crimes Enforcement Network (FinCEN)
- Office of Foreign Assets Control (OFAC)
The Platform is designed to operate as a technology-enabled participation infrastructure and does not seek to operate as:
- a securities exchange
- a broker-dealer
- an investment advisor
- a regulated securities custody service
Nothing in this Annex should be interpreted as a representation that the Platform is currently licensed as a regulated financial institution within the United States unless explicitly stated by the Platform operator.
2. Nature of Platform Services
For Users located in the United States, the Platform provides access to a technology-enabled digital participation marketplace infrastructure hosting structured campaigns connected to real-world assets, goods, services, or experiences.
The Platform infrastructure enables:
- campaign hosting
- acquisition of platform credits and project NFTs and the voluntary activation of such NFTs to generate participation unit identifiers
- transparency and allocation verification mechanisms
- coordination between participants and asset providers
The Platform does not provide:
- securities brokerage services
- investment advisory services
- portfolio management services
- custody of securities
Participation on the Platform is voluntary and may involve the acquisition of platform credits and project NFTs. Participation unit identifiers are generated only if a User voluntarily activates a project NFT within a campaign allocation mechanism.
3. Utility Token Disclaimer
Platform credits (utility tokens) used within the 1of10k ecosystem are designed to provide platform functionality and interaction capabilities within the ecosystem and represent a digital product within the Platform.
These credits may enable:
- acquisition of project NFTs associated with campaigns
- interaction with ecosystem features
- voluntary NFT activation mechanisms that generate participation unit identifiers
- platform functionality
Tokens are not intended to represent:
- securities
- investment contracts
- shares or ownership rights in the Platform operator
- profit participation rights
The Platform makes no representation that tokens will increase in value, generate profits, or be listed on any digital asset exchange.
4. Howey Test Considerations
The Platform structure is designed to emphasize functional participation rather than investment expectations.
Users acknowledge that:
- participation unit identifiers generated through voluntary NFT activation provide eligibility within campaign allocation mechanisms
- digital assets within the Platform may have functional utility
- participation does not represent an investment contract with the Platform operator. Participation in campaigns and the voluntary activation of project NFTs that generate participation unit identifiers are designed to provide access to platform functionality and allocation mechanisms and are not intended to constitute an investment contract under the Howey Test.
Participation in campaigns should not be interpreted as an expectation of profit derived from the managerial or entrepreneurial efforts of the Platform operator.
5. OFAC and Sanctions Compliance
The Platform complies with applicable U.S. sanctions regulations administered by the Office of Foreign Assets Control (OFAC).
Users may not access or use the Platform if they are:
- located in jurisdictions subject to U.S. sanctions
- listed on U.S. sanctions lists
- acting on behalf of sanctioned individuals or entities
The Platform may restrict or block access to Users identified through sanctions screening procedures.
6. Anti-Money Laundering Compliance
The Platform or its payment and compliance partners may implement anti-money laundering procedures consistent with U.S. regulatory expectations.
Such measures may include:
- identity verification (KYC / KYB)
- transaction monitoring
- sanctions screening
- suspicious activity reporting where required
Participation in campaigns may be restricted until verification procedures are completed.
7. U.S. Jurisdiction Limitations
Certain Platform features, campaigns, or token-related functionality may not be available to Users located in the United States due to regulatory considerations.
The Platform may restrict access to specific services or features where necessary to comply with U.S. law or regulatory guidance.
8. Dispute Resolution for U.S. Users
Users located in the United States agree that disputes arising from the use of the Platform may be resolved through binding arbitration as defined in the Core Terms, except where prohibited by applicable law.
Where required by U.S. law, certain consumer protection rights may apply.
9. Regulatory Adaptation
The Platform reserves the right to modify services, campaign structures, token functionality, or user access in response to changes in U.S. regulatory frameworks.
Such adjustments may include:
- modifications to token functionality
- restrictions on U.S. participation
- compliance updates required by regulatory authorities
- structural adjustments to maintain regulatory alignment
End of Annex B – United States Regulatory Framework