# Introduction
Who we are and what we do.
Obligate AG is a Swiss technology services provider that operates the **Obligate tokenization platform** and the underlying infrastructure based on distributed ledger and blockchain technology. We are the founder and developer of the concepts behind the [eNotes](/obligate/enote-protocol)TM, an umbrella term for our debt instruments, as well as the [eTrackers](/obligate/etracker-protocol), which represent a group of different types of structured debt instruments. Furthermore, Obligate AG operates as a [regulated](/legal/disclaimer-and-regulatory-information) financial intermediary and financial services provider in accordance with the Swiss Anti-Money Laundering Act and the Swiss Financial Services Act.
The Obligate platform enables **issuers**, including corporations and special purpose vehicles (SPVs), to issue on-chain bonds, notes, commercial paper, and structured debt instruments **directly, natively, and without synthetic structures**. It gives qualified **investors** access to a broad range of tokenized debt instruments, secured by on- or off-chain collateral, **with all associated rights**.
Subject to the applicable [customer onboarding requirements](/legal/general-terms-of-use), the platform is open to Swiss and foreign issuers and qualified investors.
The instruments offer the [same degree of legal and regulatory certainty](/legal/legal-and-regulatory-framework) as traditional issuances at a fraction of the cost and time. By replacing intermediaries, such as issuer, paying and transfer agents, with smart contracts, Obligate can reduce issuance costs by 80% and shorten issuance timelines from weeks to hours.
# eNote Protocol
Mechanics of an eNote issuance.
## Overview
Obligate supports bullet bond issuances through smart contracts on public, permissionless blockchains. Obligate sets the off-chain terms and allocations. The issuer confirms them with an on-chain signature, which deploys the bond and opens the funding window. Investors fund their allocated orders through escrow. When funding completes, the smart contract exchanges funds and bonds between the issuer and investors. Obligate identifies and whitelists primary-market participants. Investors are free to transfer their tokens to other wallets in the secondary market, unless the smart contract includes issuer-defined transfer restrictions.
## Book building
Book building takes place on the Obligate platform. Bond terms and allocations are agreed off-chain. Obligate facilitates the agreement between issuers and investors, making both parties legally bound to their commitments.
Issuers define the bond structure, including the interest rate, coupon frequency, maturity date, transfer restrictions, and collateral (if any). Investors submit their order preferences. Both parties provide legal signatures, committing to issue or fund the agreed orders. Obligate never acts on behalf of the issuer or the investor or as a counterparty to the issuer or investor in any eNote transaction on the Obligate platform.
Bonds are denominated and settled in USD, EUR, and CHF stablecoins, including USDC, EURC, and stablecoins from other issuers.
## Issuance and funding
After book building, Obligate prepares a smart contract with the agreed bond terms and allocations. The issuer reviews the contract against the book-building agreement. The issuer confirms the contract with an on-chain signature. This deploys the bullet bond smart contract and opens the funding window.
Investors fund their orders by paying into the smart contract's escrow account.
On the issuance date, bonds are issued to investors and funds are sent to the issuer's payment wallet address.
## Bond holding period
From issuance until maturity, investors hold bonds in their own wallets. They can transfer or sell them to other investors, unless the smart contract includes issuer-defined transfer restrictions.
## Coupon payment
Before the coupon payment deadline, the issuer transfers the amount due to the escrow smart contract. On the scheduled payment date, each eNote holder receives a transferable payment-redemption token. Investors burn these tokens to receive their coupon payment from the smart contract.
## Maturity
At maturity, the issuer transfers the full obligation, including principal and the final coupon, to the escrow smart contract. Each eNote holder receives payment-redemption tokens. Investors burn these tokens to redeem the principal and final coupon.
## Collateralized bond
Issuers can optionally secure bonds with collateral. The security agreement provides for liquidation of the collateral if the issuer defaults. Collateral can include crypto assets, receivables, and other assets.
## Compliance
Issuers may define legal and technical selling and transfer restrictions to ensure compliance with their local laws and regulations. It it the responsibility of the issuer, or the person acting on behalf of the issuer, to determine whether applicable prospectus or other disclosure or registration requirements may apply to their issuance.
## Audits
Obligate deploys smart contracts based on audited standard implementations or contracts that have been audited independently.
# eTracker Protocol
Background and mechanics of an eTracker token.
## Overview
The eTracker token, such as oTFY, is a debt portfolio-tracking token issued by a special purpose vehicle (SPV) with ring-fenced and bankruptcy-remote segregated portolios, accounts, compartments or cells, as the case may be.
## eTracker "oTFY"
oTFY is a USD stablecoin-denominated multi-blockchain token issued by a Luxembourg securitization vehicle pursuant to the Luxembourg Securitisation Law and the Swiss DLT Act. The token represents a claim on the net asset value of a revolving portfolio comprising primarily trade-finance bonds issued under Swiss law. These investment-grade bonds are issued by a separate segregated portfolio company domiciled in the Cayman Islands with physical exposure to commodities and managed by a Singapore management company. Obligate AG serves as the product sponsor.
The underlying assets primarily consist of a revolving portfolio of investment-grade [eNotes](/obligate/enote-protocol) issued by a segregated portfolio company with physical exposure to liquid, globally traded bulk commodities that are fungible and in consistent demand across multiple jurisdictions. The portfolio is diversified across a high volume of individual transactions, each relatively modest in size. These assets are protected by all-risk marine insurance, which includes coverage for war risk and exceeds the commodity's value. any investment decisions.
Subscription and redemption of the token is subject to the execution of a separate agreement with the issuer. **Exercising any rights associated with the token requires the holder to complete the issuer's onboarding process.**
## eTracker "oTFYe"
oTFYe is the EUR stablecoin-denominated version of the oTFY product, issued by a different compartment of the same SPV.
## Differences between eTrackers and eNotes
eTrackers and eNotes have **different structures, risk profiles, and return mechanics**. Investors are strongly advised to onsider these differences before investing.
### Diversified exposure
An eNote exposes you to a single issuer. An eTracker may hold multiple eNotes from different issuers. This provides exposure to a broader portfolio through one token.
### Yield accrual
eNotes pay coupons. Investors must reinvest those payments to compound returns. An eTracker does not distribute coupons. Its value accrues as the underlying assets generate returns.
### Revolving portfolio
Each eNote has a defined maturity date. An eTracker uses a revolving portfolio. As underlying eNotes mature, the portfolio reinvests capital into new eNotes. This maintains exposure without requiring investors to select replacement investments.
### Simplified portfolio management
Holding eTracker tokens can simplify accounting and treasury management. Investors track a single asset rather than multiple issuers, maturity dates, and coupon schedules.
### Added counterparty risk
The eTracker introduces a structural middleman (the SPV). You assume the default risk of the eTracker's issuer on top of the credit risk of the underlying eNote borrowers.
### Loss of granular control
eTrackers automatically recycle funds, limiting the investor's ability to evaluate and select specific underlying borrowers.
### Aggregate risk
Assessing the combined credit risk of a revolving, multi-asset portfolio is more complex than analyzing a single eNote issuer with a fixed maturity.
# Risks
Involved in the eNotes and other debt instruments, such as the eTrackers.
**Disclaimer**: Before investing, it is essential for potential investors to understand and evaluate the associated risks. As with all financial decisions, prospective investors should consult their own legal, financial, tax, and technical advisers before making an investment decision.
## Issuer default risk
There is always a risk that the issuer may default on its obligation to repay eNotes or to make scheduled interest payments. Such defaults might occur due to insolvency, financial hardships, regulatory actions, or other unforeseen circumstances.
## Collateral risk (for secured issuances)
In instances where the eNote issuance is secured by collateral, there is a risk that the collateral may default or become worthless. The value of the collateral might decline due to market volatility, regulatory actions, or other factors that affect the worth of the underlying asset. If the issuer defaults and the collateral is insufficient to cover the eNotes’ value, investors may not recover their full investment.
## Fraud risk
The issuer could act in a fraudulent manner, either by consciously violating the terms of the eNote terms and conditions, or by falsifying documentation, including such related to the collateral.
## Blockchain technology risk
The blockchain technology that underpins the eNotes is subject to both known and unknown risks. These might include potential vulnerabilities in the blockchain protocol, susceptibility to attacks, or unanticipated changes in the operation of the blockchain. Such events might disrupt the normal functioning of the eNotes or lead to loss of funds. The blockchain upon which the eNotes are issued might also undergo a "fork” where the chain splits into two or more paths. This can create ambiguity regarding bond ownership, rights, and value on each forked path.
## Smart contract and application risk
Smart contracts are self-executing computer programs with the terms of the agreement written directly into the code. They provide tamper-proof and enforceable agreements, but also have inherent risks due to their nature and how they function.
Applications or smart contracts that interact with or govern the functioning of the eNotes could have inherent vulnerabilities or operational issues. These might arise from programming errors, external attacks, or unanticipated user behaviors. Any malfunction or vulnerability in these applications could jeopardize the eNotes’ integrity or the security of the funds.
## Private key risk
The Parties are responsible for securely storing and managing their private keys, which grant access to their eNote holdings on the blockchain. Loss or theft of a private key can result in an irreversible loss of the eNotes or funds associated with them. Neither the issuer nor any third party will be able to restore or replace lost tokens. Investors are responsible for adopting robust security and custody measures.
## Legal and regulatory risk
The legal and regulatory treatment of blockchain-based debt securities, including the eNotes and the eTrackers, is still evolving and may change in the future. Enforceability of rights of investors holding these instruments may therefore be impacted subject to local legal and regulatory developments. In addition, future regulatory actions and/or court decisions could restrict, suspend, or prohibit the issuance, trading, or redemption of the eNotes and the eTracker. Such actions could have a material adverse effect on the liquidity, value, or enforceability of investors’ rights.
## Liquidity risk
There is a risk that eNote holders may not be able to liquidate their holdings easily, especially if there is insufficient market interest. A lack of liquidity could lead to significant price volatility or the inability to sell the eNote at a desirable price.
# Obligate compatibility Guide
Welcome to the Obligate Compatibility Guide. Here, you will find comprehensive information about the wallets and platforms we officially support, ensuring a seamless user experience.
### Supported Wallets
Obligate optimally interfaces with the following wallets on desktop computers using Chrome-based browsers:
* Metamask
* Coinbase Wallet
* Fireblocks
These wallets are officially endorsed and have undergone rigorous testing for compatibility with our services. If you prefer to use a different wallet, please contact our support team at .
### Supported Browsers
We officially support using the Obligate platform on desktop systems using browsers based on the Chromium engine, such as Google Chrome, Microsoft Edge, Brave, and others.
Other systems/browsers may work but aren't officially supported.
If you prefer to use mobile or other systems please contact our support team at .
### Supported Currencies
#### USDC
USDC is a widely recognized token, traded across all major exchanges, OTC desks, and on/off-ramp providers. To add USDC to your wallet, please use the following contract details:
* Address: '0x2791Bca1f2de4661ED88A30C99A7a9449Aa84174'
* Symbol: 'USDC'
* Name: 'USD Coin'
* Decimals: 6
#### EUROe
EUROe is a stablecoin backed by the Euro and fully compliant with EU regulations. To add EUROe to your wallet, use the following details:
* Address: '0x820802Fa8a99901F52e39acD21177b0BE6EE2974'
* Symbol: 'EUROe'
* Name: 'EUROe Stablecoin'
* Decimals: 6
### Safety and Security Guidelines
While Obligate is committed to ensuring the security of your funds, it's important to note that we cannot be held responsible for any losses or damages resulting from the use of these wallets. To enhance your security, we highly recommend the following:
* Safeguard your private keys and never disclose them to anyone.
* Regularly update your device and software.
* Use robust passwords.
* Enable multi-factor authentication (MFA).
Return to [obligate.com](https://obligate.com)
# Glossary
A list of terms and definitions relevant to understand our products.
## Book building deadline
A book building deadline is the final time by which investors can subscribe to an eNote issuance.
## Bullet bond
A bullet bond repays its full principal in one payment at maturity. The final payment also includes the last coupon.
## Coupon
A coupon is a periodic interest payment from a bond issuer to its holder. It is usually expressed as a percentage of the bond's face value. Obligate supports fixed or variable coupons paid monthly, annually, or once at maturity.
## Day count convention
A day count convention defines how interest accrues between two dates. Obligate supports the following conventions:
**Actual/360** divides the actual number of days in the interest period by 360. For example, a 45-day period produces an accrual factor of `45 / 360 = 0.125`. This convention is commonly used for short-term money-market instruments.
**Actual/actual** uses the actual number of calendar days in each period. Daily interest can therefore vary between coupon periods. This convention is commonly used for longer-term instruments with periodic coupons.
## eNote
An eNote is an unconditional promise to pay a specified amount on a future date. It can be structured for different financing purposes.
eNotes are debt securities issued as on-chain tokens with custom metadata and settlement features. On Ethereum or Polygon, they use the ERC-20 token standard and can be transferred like USDC. Their metadata supports settlement by the issuer and claims by holders. It also links to permanently stored legal documents digitally signed by participating parties on the Obligate platform.
See [Legal & Regulatory Framework](/legal/legal-and-regulatory-framework) for the legal framework of an eNote.
## eNote denomination
An eNote denomination is the principal value of one eNote unit. It equals the par value, or face value.
## Interest rate
The interest rate is the annual return on an investment. It is expressed as a percentage of the invested amount or eNote face value.
## ISIN
An International Securities Identification Number (ISIN) is a 12-digit alphanumeric code that uniquely identifies a specific security.
## Issuance date
The issuance date is when a bond is issued and transferred to investors. It marks the beginning of the bond term and is used to calculate its yield.
## Maturity date
The maturity date is when the issuer repays the principal and any accrued interest to the eNote holder. It is also called the redemption date or final payment date.
For a bullet bond, this repayment occurs in one lump-sum payment.
## Principal
The principal is the amount borrowed under a bond. For a bullet bond, it is repaid at the end of the term with any accrued interest.
## Publishing date
The publishing date is when an issuance program becomes available on the Obligate marketplace. Investors can subscribe until the book building deadline.
## Transferability
Transferability defines whether an eNote can be transferred to another investor after issuance without the issuer's consent.
# Getting started
New investors on Obligate need to create an account and go through an onboarding process. The account needs to be verified by a member of the Obligate team. Should any information be missing, a member will reach out to the borrower directly to to discuss next steps. Investors who have already gone through the onboarding process can log in into their account.
Here is a step by step guide for the onboarding process:
1. Enter your email address and create your account password
2. Confirm your email
3. Select if you want to invest or borrow on obligate.com and if you are representing a company or an individual
4. Complete the KYC process & KYB (for companies only) with our provider Sumsub. Visit KYB and KYC for more information.
5. Invite any additional members to your company account and let us know if all invited members are listed in your company registration excerpt or in the articles association. This lets us know if we need to reach out to an authorized representative of your company to confirm your member's signing authorization.
That's it on your end, your account is now setup, but still needs to be verified by us and Sumsub. You will receive an email once your account has passed all verifications.
Return to [obligate.com](https://obligate.com)
# KYB / KYC
This page describes the information and documents needed for our KYB & KYC
The KYB and KYC is provided by Sumsub.
### KYB
All company accounts must go through our KYB flow. The first user setting up the company account will be asked to provide the following information and documents:
* Company name
* Registration number
* Legal address
* Certificate of incorporation
* Shareholders registry
* UBOs (owning more than 25%)
* UBOs will receive a link via e-mail to identify themselves on Sumsub to go through a video identification
### KYC for first user setting up company account
All first users setting up the company account must go through our live video identification provided by Sumsub.
### KYC for additional user
All additional users invited to the company account will need to verify themselves on Sumsub by uploading a copy of their ID or passport.
### KYC for qualified individual investors
All individual investor accounts must go through our KYC flow. The user will be asked to provide the following information and documents:
* Name
* Address
* Proof of address
* Live video identification
Return to [obligate.com](https://obligate.com)
# Investing
At Obligate, investing is an easy and simple way to earn money. You can subscribe to bond issuance programs and earn interest on the principal amount at maturity. The issuance terms and interest rate are set by borrowers. To start investing, you need to have the asset used as the eNote's denomination (i.e. USDC) in their Polygon wallet and also have some MATIC to cover gas fees. Furthermore, you need to register the wallets you would like to use in your account. This allows Obligate to whitelist the wallets within our platform.
### How to invest
1\. Log into your Obligate account and view the marketplace to see an overview of all available issuance programs. Click on an issuance program to see more details.
2\. The details page of the issuance program gives you an overview of the issuance terms (i.e. interest rate, coupon frequency, tenor, book building deadline, and maturity date) and a preview of the eNotes. If available any additional information on the company, the deal, and additional documents attached to the issuance can be found here.
3\. Once you have selected an issuance program to invest in, click on the subscribe button at the bottom of the issuance program details page. This page allows you to enter your investment amount and sign your subscription with your wallet. **You do not pay your investment at this stage.** Only after the book building deadline, if the issuance program meets its financing goal, will you be notified to pay your investment before the issuance date.
4\. If the issuance program meets its financing goal before the book building deadline, the borrower will execute the issuance program on chain and open funding for all investors. If the financing goal is not met, the issuer can decide to either execute the issuance partially and the investors having subscribed are obligated to pay their investment amounts, or to cancel the issuance. You will be notified via e-mail and can then pay your investment amount any time before the issuance date on obligate.com with your wallet. You will receive a transaction confirmation via e-mail. The funds are kept in an escrow account before issuance date and will only be transferred to the borrower on the issuance date.
5\. On the issuance date you will receive the eNotes for your investment as ERC20 tokens in your wallet. You will receive a transaction confirmation via e-mail. You can view your eNotes in your portfolio. You can access the concluded issuance program any time in your order history.
6\. On each scheduled payment date eNotes holders will receive payment redemption tokens that allow them to claim the repaid amount from the escrow.
### How to claim repayment
1\. Once the borrower has repaid a coupon or principal, you will be notified via email.
2\. You can claim your redemption amount in your portfolio, by opening the eNotes with the status repaid. Below the eNote you can click on claim and the redemption amount will be transferred to your wallet. **You can only claim your redemption amount with the same wallet that holds the payment redemption token.** These eNote NFTs will be burned in your wallet upon redemption.
3\. You can access all settled eNotes on your settled eNotes page. You will receive a transaction confirmation via e-mail.
### How to transfer eNotes
Currently Obligate does not offer a secondary market for eNotes. If you would like to transfer your eNote to someone else or another wallet, you can do this outside of our platform. The wallet the holds eNote at the scheduled payment date receives the redemption token. Remember that only the wallet holding the payment redemption token can claim the repayment on maturity.
Return to [obligate.com](https://obligate.com)
# Enforcement
This page describes how to enforce an eNote.
All transaction parties will enter into and be bound by arbitration agreements, which forms part of the eNote Registration Agreement (to which the issuer, first taker and all subsequent holders are bound). The terms subject all eNote-related disputes to arbitration in Switzerland. Arbitration avails the parties to business expertise, confidentiality, speed and very quick finality in dispute resolution.
In case the issuer does not pay a coupon or the principal of its eNote on time (= an event of default), these are the concrete steps:
#### 1. Decide whether to coordinate with other investors
It is possible for every eNote investor to enforce the claims against the issuer individually, however, in practice the larger creditors often coordinate, which facilitates potential negotiations with the issuer. Interested parties may contact to join other creditors in coordination for enforcement of claims against the issuer.
#### 2. Send Notice of Arbitration
To initiate the arbitration procedure, the claiming party (“Claimant”) shall (electronically) submit a Notice of Arbitration to the Swiss Arbitration Court Secretariat of the Swiss Arbitration Centre (). The Notice shall include, besides other aspects, details about the unpaid eNotes.
#### 3. Arbitration Procedure
As a following step, the issuer (“Respondent”) will have to submit an answer. The terms foresee an expedited, document-based procedure and a sole arbitrator. The Claimant and the Respondent can together select the arbitrator, if they disagree, the arbitration court proceeds with an appointment. The language of the arbitration procedure will be English. Both parties submit statements to the arbitration court. Based on those, the court formally decides and issues an arbitral award.
#### 4. Enforcement of Arbitral Award
The arbitral award is enforceable under the New York Convention on the Recognition and Enforceability of Arbitral Awards (“NYC”). This arbitral award can be presented to any relevant local public enforcement authority or court and will be granted enforcement without a further review of its merits. The NYC has been signed by more than 168 countries and has an outstanding reputation for adherence to it by its member states and their courts.
# Fees
We charge fees based on the volume of securities (i.e total issuance amount) that are issued through our platform. Our fees are structured on a sliding scale (see the table below), with the rate decreasing as the volume of securities increases. The fee rate is annualized.
For the first year, a minimal fee of 50 USDC/EUROe is applicable.
Issuance size
1st Year fee (p.a.)
2nd Year fee (p.a.)
3rd Year fee (p.a.)
4th Year fee (p.a.)
5th Year fee (p.a.)
0 - 25 million
50.0 b.p.
45.0 b.p.
40.5 b.p.
36.5 b.p.
32.8 b.p.
25 - 50 million
40.0 b.p.
36.0 b.p.
32.4 b.p.
29.2 b.p.
26.2 b.p.
50 - 75 million
30.0 b.p.
27.0 b.p.
24.3 b.p.
21.9 b.p.
19.7 b.p.
75 - 100 million
20.0 b.p.
18.0 b.p.
16.2 b.p.
14.6 b.p.
13.1 b.p.
100+ million
10.0 b.p.
9.0 b.p.
8.1 b.p.
7.3 b.p.
6.6 b.p.
Min fee
50 USDC/EUROe
### Fee claiming process
Fees start accruing upon successful delivery of eNotes to the investor's wallet. Accrued fees are invoiced quarterly, covering all issuances you participated in during that period. Fees are invoiced in the currency of the issuance.\
Please note that fee payments must be made via traditional bank transfer — web3 / on-chain transfers are not accepted.
There are no fees incurred for unsuccessful book-building programs.
# Getting started
New borrowers on obligate.com need to create an account and go through an onboarding process. The account needs to be verified by a member of the obligate.com team. Should any information be missing, a member will reach out to the borrower directly to to discuss next steps. Borrowers who have already gone through the onboarding process can log in into their account.
Here is a step by step guide for the onboarding process:
1. Enter your email address and create your account password
2. Confirm your email
3. Select if you want to invest or borrow on obligate.com
4. Complete the KYC & KYB process with our provider Sumsub
5. Invite any additional members to your company account and let us know if all invited members are listed in your company registration excerpt or in the articles association. This lets us know if we need to reach out to an authorized representative of your company to confirm your member's signing authorization.
That's it on your end, your account is now setup, but still needs to be verified by us and Sumsub. You will receive an email once your account has passed all verifications.
Return to [obligate.com](https://obligate.com)
# KYB / KYC
This page describes the information and documents needed for our KYB & KYC
The KYB and KYC is provided by Sumsub.
### KYB
All company accounts must go through our KYB flow. The first user setting up the company account will be asked to provide the following information and documents:
* Company name
* Registration number
* Legal address
* Certificate of incorporation
* Shareholders registry
* UBOs (owning more than 25%)
* UBOs will receive a link via e-mail to identify themselves on Sumsub through video identification
### KYC for first user setting up company account
All first users setting up the company account must go through our live video identification provided by Sumsub.
### KYC for additional user
All additional users invited to the company account will need to verify themselves on Sumsub by uploading a copy of their ID or passport.
Return to [obligate.com](https://obligate.com)
# Borrowing
To start borrowing, you need to have some MATIC to cover gas fees. Furthermore, you need to register the wallets you would like to use in your account. This allows Obligate to approve and whitelist the wallets within our platform.
## How to setup an issuance program
1\. Select issuance programs in the menu navigation and click on "new issuance +", this will start the process for setting up a new issuance program
2\. If you would like to include a credit information score from [Credora](https://credora.io/), log into your Credora account or register with Credora.
3\. Review your company description. If you have not added a company description yet, you can add this in your account settings.
4\. Fill out the issuance terms: total issuance amount, eNote denomination, interest rate etc. and select any of the additional options you wish to include in your issuance program, i.e. generate an ISIN, secure with collateral off-chain and limit transferability to whitelisted ecosystem.
5\. Add any additional documents to the issuance program and add a deal overview. The deal overview helps investors understand what the financing amount will be used for.
6\. Next, you can sign and publish the issuance program with your wallet.
7\. The issuance program needs to be reviewed by obligate.com member. We will notify you once the program is approved and published on the obligate.com marketplace.
8\. If the issuance program meets its financing goal by the book building deadline, you will need to execute the program on-chain. This will open funding for the investors. Investors can pay their investments by the issuance date.
9\. If the financing goal is not met, the you can decide to either execute the issuance partially and the investors having subscribed proceed to pay their investment amounts, or to cancel the issuance.
On the issuance date, the funds paid by the investors will be released from the escrow account and transferred to your wallet. In return the eNotes will be issued and transferred to the investors.
You can cancel an issuance program any time, as long as no investor has subscribed to it yet.
## How to repay
1\. Before the scheduled payment deadline, access the issued eNotes in the menu navigation and click on the eNotes, that need to be repaid. Click on repay and approve the transaction with your wallet. The wallet you are connected to in Obligate is the wallet we will deduct the repayment amount from.
2\. It is possible to repay coupons earlier, but they must be repaid in order. You can't repay coupons 1, 2, and 4 ignoring the 3rd one. The principal can be repaid only after all of the coupons.
3\. The eNotes are now repaid and the redemption amount can be claimed by the investors. Once all investors have reclaimed their redemption, the eNote status will change to "settled".
## Default
Please remember eNote protocol does not suggest any grace period for scheduled payments. If the payment deadline is missed, the security will be flagged as defaulted the very next second. Plan your operations accordingly.
Return to [obligate.com](https://obligate.com)
# Credora
[Credora](https://credora.io/) is an end-to-end lending solution facilitating credit by validating real-time risk metrics in a zero-knowledge environment. Credit information help issuers increase trust with investors. Credora explains their Credit Evaluation Methodology best themselves:
The methodology scores all borrowers out of a total score of 1000. Credit information are expressed as letter grades from AA to D, indicating the relative level of credit risk. A Borrow Capacity metric is also calculated, using the credit information and leverage as primary inputs.
Credit Rating Scale:
Credora conducts these evaluations based on information provided by the firms seeking the credit rating. The process requires the submission of KYC and financial statements on the Credora platform and follow-up responses from the borrower management team.
The methodology currently distributes the total points between three main categories:
1. Operations \[200]: Operations evaluates the firm from a due diligence perspective and includes factors such as compliance risk, management, and borrow history
2. Performance \[400]: Performance analyzes the firm from a liquidity and solvency perspective while evaluating historical returns and drawdowns
3. Risk Monitoring \[400]: Risk Monitoring awards points for the level of risk monitored assets on the Credora platform and the Portfolio Equity and Leverage of the firm
The Credit Evaluation Methodology is updated from time to time to align with new market developments and incorporate participant feedback.
Source:
Return to [obligate.com](https://obligate.com)
# Fees
## Bonds
### Issuance fee
We charge fees based on the volume of securities (i.e total issuance amount) that are issued through our platform. Our fees are structured on a sliding scale (see the table below), with the rate decreasing as the volume of securities increases. The fee rate is annualized.
For the first year, the minimal fee of 7500 USDC/EUROe is applicable.
Issuance size
1st Year fee (p.a.)
2nd Year fee (p.a.)
3rd Year fee (p.a.)
4th Year fee (p.a.)
5th Year fee (p.a.)
0 - 25 million
75.0 b.p.
52.5 b.p.
36.8 b.p.
25.7 b.p.
18.0 b.p.
25 - 50 million
65.0 b.p.
45.5 b.p.
31.9 b.p.
22.3 b.p.
15.6 b.p.
50 - 75 million
55.0 b.p.
38.5 b.p.
27.0 b.p.
18.9 b.p.
13.2 b.p.
75 - 100 million
45.0 b.p.
31.5 b.p.
22.1 b.p.
15.4 b.p.
10.8 b.p.
100+ million
35.0 b.p.
24.5 b.p.
17.2 b.p.
12.0 b.p.
8.4 b.p.
Min fee
7500 USDC/EUROe
### Collateral fee
Collateral fee is applicable to secured issuances only and charged in the same way as issuance fee.
Issuance size
1st Year fee (p.a.)
2nd Year fee (p.a.)
3rd Year fee (p.a.)
4th Year fee (p.a.)
5th Year fee (p.a.)
0 - 25 million
30.0 b.p.
27.0 b.p.
24.3 b.p.
21.9 b.p.
19.7 b.p.
25 - 50 million
20.0 b.p.
18.0 b.p.
16.2 b.p.
14.6 b.p.
13.1 b.p.
50 - 75 million
18.0 b.p.
16.2 b.p.
14.6 b.p.
13.1 b.p.
11.8 b.p.
75 - 100 million
10.0 b.p.
9.0 b.p.
8.1 b.p.
7.3 b.p.
6.6 b.p.
100+ million
7.0 b.p.
6.3 b.p.
5.7 b.p.
5.1 b.p.
4.6 b.p.
Min fee
5000 USDC/EUROe
## Structured Products
For structured products we charge fees based on the issuance amount and the term. These fees are absolute and not annualized.
### Issuance fee
| Issuance size | less than 3 months | 3 to 12 months | More than 12 months |
| --------------- | ------------------ | -------------- | ------------------- |
| 0 - 500'000 | 25 b.p. | 45 b.p. | 55 b.p. |
| 0.5 - 2 million | 20 b.p. | 35 b.p. | 50 b.p. |
| 2 - 5 million | 15 b.p. | 30 b.p. | 45 b.p. |
| 5+ million | 10 b.p. | 25 b.p. | 40 b.p. |
| Min fee | 250 | | |
### Issuance support fee
| Issuance size | less than 3 months | 3 to 12 months | More than 12 months |
| --------------- | ------------------ | -------------- | ------------------- |
| 0 - 500'000 | 25 b.p. | 45 b.p. | 55 b.p. |
| 0.5 - 2 million | 20 b.p. | 35 b.p. | 50 b.p. |
| 2 - 5 million | 15 b.p. | 30 b.p. | 45 b.p. |
| 5+ million | 10 b.p. | 25 b.p. | 40 b.p. |
| Min fee | 250 | | |
## Credora fee
If borrowers make use of the rating service offered through [Credora](https://credora.io/), charges will incur for the rating data that is provided to the marketplace. In this case, the Credora fee is 15 b.p. on an Act/360 annualized basis.
## Fee claiming process
Fees are due when claiming financing on a successful issuance and will be deducted from the issuance proceeds. You can see the indication of fees during the creation process. The final invoice is sent when the issuance succeeds.
There are no fees incurred for unsuccessful book-building programs.
Return to [obligate.com](https://obligate.com)
# Fee Schedule
Standard fee schedule for issuers and investors on the Obligate platform. Unless otherwise agreed.
## Onboarding fee
Obligate charges a one-time onboarding fee of CHF 10,000, or equivalent foreign currency, to issuers and investors.
The onboarding fee is invoiced to the platform user following completion of the onboarding.
## Issuer fee
Obligate charges fees based on the volume of tokenized securities issued through our platform. Our fees are structured on a sliding scale (see the table below), with the rate decreasing as the volume of securities increases. The fee rate is annualized. In the first year, a minimum fee of 7,500 USD/EUR applies, payable in stablecoins denominated in the respective currency.
Issuance size
1st year (p.a.)
2nd year (p.a.)
3rd year (p.a.)
4th year (p.a.)
As of 5th year (p.a.)
0 - 25 million
75.0 b.p.
52.5 b.p.
36.8 b.p.
25.7 b.p.
18.0 b.p.
25 - 50 million
65.0 b.p.
45.5 b.p.
31.9 b.p.
22.3 b.p.
15.6 b.p.
50 - 75 million
55.0 b.p.
38.5 b.p.
27.0 b.p.
18.9 b.p.
13.2 b.p.
75 - 100 million
45.0 b.p.
31.5 b.p.
22.1 b.p.
15.4 b.p.
10.8 b.p.
100+ million
35.0 b.p.
24.5 b.p.
17.2 b.p.
12.0 b.p.
8.4 b.p.
Minimum fee
7,500 USD / EUR
Issuer fees are due, and invoiced, at the time the issuer claims the subscription proceeds on a successful issuance. They will be deducted from the subscription proceeds. Issuers can see the estimated fees during the issuance creation process. No fees are charged for unsuccessful book-building processes.
## Collateral fee
In addition to the issuer fee, Obligate also charges issuers fees for secured issuances. Our fees are structured on a sliding scale (see the table below), with the rate decreasing as the volume of securities increases. The fee rate is annualized. In the first year, a minimum fee of 5,000 USD/EUR applies, payable in stablecoins denominated in the respective currency.
Issuance size
1st year (p.a.)
2nd year (p.a.)
3rd year (p.a.)
4th year (p.a.)
As of 5th year (p.a.)
0 - 25 million
30.0 b.p.
27.0 b.p.
24.3 b.p.
21.9 b.p.
19.7 b.p.
25 - 50 million
20.0 b.p.
18.0 b.p.
16.2 b.p.
14.6 b.p.
13.1 b.p.
50 - 75 million
18.0 b.p.
16.2 b.p.
14.6 b.p.
13.1 b.p.
11.8 b.p.
75 - 100 million
10.0 b.p.
9.0 b.p.
8.1 b.p.
7.3 b.p.
6.6 b.p.
100+ million
7.0 b.p.
6.3 b.p.
5.7 b.p.
5.1 b.p.
4.6 b.p.
Minimum fee
5,000 USD / EUR
Collateral fees are due, and invoiced, at the time the issuer claims the subscription proceeds on a successful issuance. They will be deducted from the subscription proceeds. Issuers can see the estimated fees during the issuance creation process. No fees are charged for unsuccessful book-building processes.
## Investor fee
Obligate charges fees based on the volume of tokenized securities issued through our platform. Our fees are structured on a sliding scale (see the table below), with the rate decreasing as the volume of securities increases. In the first year, a minimum fee of 50 USD/EUR applies, payable in stablecoins denominated in the respective currency.
Issuance size
1st year (p.a.)
2nd year (p.a.)
3rd year (p.a.)
4th year (p.a.)
As of 5th year (p.a.)
0 - 25 million
50.0 b.p.
45.0 b.p.
40.5 b.p.
36.5 b.p.
32.8 b.p.
25 - 50 million
40.0 b.p.
36.0 b.p.
32.4 b.p.
29.2 b.p.
26.2 b.p.
50 - 75 million
30.0 b.p.
27.0 b.p.
24.3 b.p.
21.9 b.p.
19.7 b.p.
75 - 100 million
20.0 b.p.
18.0 b.p.
16.2 b.p.
14.6 b.p.
13.1 b.p.
100+ million
10.0 b.p.
9.0 b.p.
8.1 b.p.
7.3 b.p.
6.6 b.p.
Minimum fee
50 USD / EUR
Investor fees start accruing upon successful delivery of the token to the investor's wallet. Accrued fees are invoiced quarterly, covering all issuances the investor subscribed for during that period. Fees are invoiced in the currency of the issuance. No fees are charged for unsuccessful book-building processes.
# General Terms of Use
Version 3.0. Effective as of September 5, 2026.
## 1. SCOPE OF SERVICES
Obligate AG, Mühlebachstrasse 162, 8008 Zurich, Switzerland ("**Obligate**"), is a technology services provider that operates the “**Obligate**” platform (the "**Platform**") and the underlying infrastructure (the "**Protocol**") based on distributed ledger and blockchain technology. Platform and Protocol (together, the “**Infrastructure**”) enable customers to issue, accept, subscribe for, acquire, transfer, negotiate, and settle electronic debt instruments on public, permissionless blockchain infrastructure. The Infrastructure is accessible to customers registered and approved in accordance with these Terms of Use at (the "**Website**").
These Terms of Use govern customer access to and use of the Infrastructure, and other related services provided by Obligate, as specified herein (together, the "**Services**"). The Services may be further defined between customers and Obligate in separate agreements. In this case, these Terms of Use shall be incorporated by reference, unless otherwise provided.
The Services are provided to customers who have successfully registered and, meeting the standards specified herein, have been approved by Obligate. These customers, acting as either issuers or investors, are collectively referred to as the “**Users**” and individually as a "**User**". Users include individuals, companies, and other legal entities. By registering for, accessing, and/or using the Services, the User hereby accepts these Terms of Use and their provisions, which constitute a legally binding agreement between Obligate and the User (individually, a “**Party**”, and together, the "**Parties**").
These Terms of Use shall incorporate by reference the “**Privacy Notice**”, which can be found on the Website and the Platform (the "**Privacy Notice**").
## 2. REGISTRATION & USER ACCOUNT
A prospective customer must register in accordance with the onboarding and registration procedures to access and use the Services (the "Registration"). **Obligate may grant or deny Registration of a customer as “User” at its sole and unfettered discretion and without giving reasons.**
Obligate reserves the right to conduct Know-Your-Customer (KYC), Know-Your-Business (KYB), and/or similar procedures pertaining to the User and their legal representatives, the User’s funds and crypto assets, the User’s blockchain wallets, and any other information deemed necessary for Obligate to adhere to their statutory, regulatory, and self-regulatory obligations. Similar procedures pertaining to the User and their legal representatives include, but are not limited to, client and investor questionnaires to determine the User’s client segment and investor status, to the extent required under the Swiss Federal Act on Financial Services (“FINSA”) or any other applicable law and regulation.
The User must provide all necessary information regarding the User and any of their legal representatives, as deemed necessary or desirable by Obligate, and to undergo the respective KYC, KYB, and/or similar procedures, including FINSA client segmentation, to open an account for the use of the Services (the "User Account"), including, but not limited to, the name or company name, date of birth or incorporation or registration, residential or business address, telephone numbers, email addresses, photograph or video confirmation of a government-issued ID or passport, blockchain wallet addresses, and any supplementary documentation required to verify the identity, domicile, or control over the specified blockchain wallet, as well as any information that is relevant for determining the User’s client segment and/or investor status, such as license and regulatory situation, financial profile, and investment background (the "Registration Information").
**The User shall issue a valid power of attorney, based on the template provided by Obligate, for each legal representative authorized to bind and represent the User within the Infrastructure, including, but not limited to, for the formal acceptance of these Terms of Use and the execution of any eDebt Transactions.**
Obligate reserves the right to delegate tasks and functions associated with the Registration, including KYC and KYB procedures, to a designated third-party service provider. The User hereby grants Obligate authorization to transmit the requisite Registration Information to and to obtain Registration Information from such a third-party service provider. Furthermore, the User hereby authorizes Obligate to conduct, either directly or via a third-party service provider, any inquiries or make any requests as Obligate deems necessary or appropriate for the verification of the Registration Information.
Upon registration and approval by Obligate, a new User Account will be assigned to the User and may only be used by the registered legal representatives of the User. The User Account is not transferable or assignable to a third party. **The User is required to immediately notify Obligate in writing of any changes to their Registration Information, including, but not limited to, any changes regarding the User's legal representatives or their authority to act on behalf of the User.**
The opening of a User Account is prohibited in any and all cases where applicable laws disallow the limitations of the Services and the exclusions of liability, respectively, as stipulated in these Terms of Use, or where mandatory laws override these Terms of Use or any of their provisions.
## 3. ACCESS & USE OF SERVICES
Subject to the User’s Registration and approval by Obligate and continued compliance with these Terms of Use, Obligate hereby grants to the User **a limited, revocable, non-exclusive, non-transferable, non-assignable, and non-sublicensable license to access and use the Infrastructure and the Services**, as the case may be, solely and strictly in accordance with and subject to the authorized uses specified in these Terms of Use.
The Infrastructure is provided to enable the User to execute transactions involving electronic debt instruments, such as bonds, structured products, and structured debt, recorded on public, permissionless blockchains (referred to on the Platform as "eNotes" and “eTrackers”, together the “eDebt Instruments”). Through the utilization of the Infrastructure, the eDebt Instrument is digitally represented by an authoritative data unit, termed a token, which is registered on the aforementioned blockchains and linked to a unique identifier of the respective owner (the "eDebt Token"). The User may use the Infrastructure to create, issue, accept, subscribe, acquire, sell, invalidate, pay, or transfer control of eDebt Tokens, as the case may be, in accordance with these Terms of Use and the rules defined in the Infrastructure. Each such transaction pertaining to the eDebt Token is also formally recorded within the aforementioned blockchains (the "eDebt Transaction").
To access and use the Infrastructure, the User may be required to use certain Web3 capabilities, such as MetaMask or other blockchain wallet capable of interacting with the User’s web browser (the "Web3 Utilities"). The User shall only use a private key that the User created or has the direct, explicit permission of the person who created the relevant private key. If the User uses a Web3 Utility that relies on a username, password, private key, or any other piece of information as part of their security procedures, the User must treat such information as strictly confidential, and the User must not disclose that information to any other person including Obligate.
The User also acknowledges that any identity linked to their Web3 Utility is personal to the User and agrees not to provide any other person with access to such identity while using the Infrastructure or their Web3 Utility. The User also agrees to ensure that it will lock or otherwise prevent their Web3 Utility from unauthorized use by third parties.
**Obligate reserves the right, at all times, to request further information from a User when deemed necessary, including in the event of any suspicious activity pertaining to the User or any eDebt Transaction.** This may include the authentication of documents, and Obligate may restrict access to their Services or any pending eDebt Transactions during such review. Obligate may suspend Services concerning eDebt Transactions that it deems suspicious, a determination which Obligate shall make in its sole and unfettered discretion in accordance with applicable laws and regulations.
Obligate will cooperate fully with any law enforcement authorities or court order, including, but not limited to, those requesting or directing Obligate to disclose the identity or other information of any individual accessing or utilizing the Platform.
## 4. PROVISION OF SERVICES
The Services provided by Obligate operating the Infrastructure are informational and technical, enabling the User to execute eDebt Transactions by:
1. Facilitating the negotiation and subsequent issuance or subscription of an eDebt Transaction, and
2. providing ancillary support to the User during transaction processing and settlement,
in accordance with these Terms of Use.
## 5. LIMITATIONS OF SERVICES
Obligate does not provide any legal, investment, financial, or tax advisory or consultancy services, nor does it offer structuring, trust, payment, or collection services to a User.
**Obligate does not receive, hold, manage, safekeep, transfer or otherwise dispose of any funds and assets, including stablecoins and other crypto assets, financial instruments, or securities for, from, or on behalf of any User or third party. Obligate does not provide payment services to any User or third party but may be involved in the assistance of transfers using the Infrastructure. Payments in relation to contractually agreed eDebt Transactions are not performed by Obligate, but only directly from the blockchain wallet of the User.**
**Obligate does not create, match, execute, or settle the offers and acceptances transacted by a User concerning eDebt Instruments, irrespective of whether that User acts as an issuer or as an investor.** Notwithstanding the foregoing, upon execution of a separate written agreement, Obligate may provide the User certain fiduciary services in connection with eDebt Transactions.
**Obligate is neither an issuer, investor, acceptor, validator, maker, seller, buyer, transferor, transferee nor guarantor of any eDebt Instrument or eDebt Transaction conducted using the Infrastructure. Obligate is not liable for the legal validity or enforceability of an eDebt Instrument, nor for any payment of or in connection with an eDebt Instrument or eDebt Transaction, nor for the creditworthiness of an issuer or investor of an eDebt Instrument, nor for the existence, valuation and enforceability of any collateral in case of a secured eDebt Instrument, nor for any documentation connected therewith, entered between the parties of an eDebt Instrument or eDebt Transaction.** Each prospective issuer of an eDebt Instrument hereby grants Obligate authorization to furnish information concerning eDebt Instrument offerings, such as term sheets and prospectuses, in the name and on behalf of the issuer, to potential investors, subject to adherence to applicable laws and regulations.
**Notwithstanding the foregoing, the User acknowledges that Obligate may invest its own funds in any eDebt Instrument from time to time.**
Any individual services offered and rendered to the User through the Platform not mentioned in these Terms of Use, such as rating services, are not provided by Obligate but by third-party service providers offering their services on their own behalf and on their own account. **Obligate shall not be held liable for any damage incurred in connection with the utilization of such third-party services.**
## 6. SERVICES UPDATES & MAINTENANCE
Obligate may at any time add its own or third-party services and features to the Platform, or modify such services and features.
The User acknowledges and agrees that modifications to the Services may be necessary or advisable for technical or other reasons. Obligate may in its sole and unfettered discretion implement modifications to the Infrastructure without prior agreement with the User. Obligate, however, shall endeavor to duly inform the User of such modifications.
Obligate may carry out necessary maintenance operations concerning the Services, and the User acknowledges and agrees that this may result in temporary unavailability, delays, and interruptions of the Services from time to time. Where reasonably possible, Obligate shall endeavor to inform the User about maintenance windows in advance.
**Obligate reserves the right to temporarily suspend the Services, either in whole or in part, for the duration necessary to re-establish the functionality of the Services or the Infrastructure. Such action may necessitate, among other measures, the suspension or cancellation of existing eDebt Transactions. Obligate shall endeavor, where reasonably feasible, to provide the User with advance notice on the Platform or by email regarding the suspension of the Services.**
## 7. SERVICE FEES
In consideration for the Services provided by Obligate pursuant to these Terms of Use, the User shall pay to Obligate the fees as stipulated on the Platform or in separate agreements. Where applicable, Obligate shall have the right to deduct the fees directly from the amounts owed or to be forwarded to the User.
The fees shall be deemed to include all taxes, charges, and duties payable by the User in connection with the Services (except for VAT, if any).
Notwithstanding any other rights of Obligate under these Terms of Use, if the User fails to pay any fees when due and payable, the User is no longer entitled to use the Platform as long as such fees and any interest accrued on them are outstanding. During such a period, Obligate has the right to suspend the ability of the User to conduct eDebt Transactions on the Platform.
## 8. REPRESENTATIONS & WARRANTIES OF THE USER
In relation to Obligate, and to each and any of the eDebt Transaction counterparties, the User hereby makes the following representations and warranties:
1. If a company or other legal entity, the User is duly incorporated or duly established, and validly existing under the laws of the jurisdiction of their incorporation or organisation, and has the power to own their assets and to carry on their business as it is being conducted.
2. **The User is not a consumer under the laws applicable to the User.**
3. **If the User intends to use the Services as an investor: The User qualifies as a professional, qualified, and/or an accredited investor, under the laws and regulations applicable to the User.**
4. The User’s entry into these Terms of Use or any eDebt Transactions and their use of the Infrastructure do not and will not conflict with the User’s constitutional documents, or any law and regulation applicable to the User or their operations, and serve their legitimate business purposes.
5. The User has the power to enter into and perform under and has taken all necessary action to authorize the User’s entry into, delivery and performance under these Terms of Use, including the Registration and any eDebt Transactions transacted by the User in connection with the Infrastructure.
6. Each representative, signatory, and assignee of the User will be duly authorized, empowered, and approved to enter into and execute any eDebt Transaction on the Platform.
7. Each representative, signatory, and assignee of the User executing any eDebt Transaction will have a legal capacity to do it at the time of execution and that none of their declarations or statements in connection with such execution will be subject to rescission or revocation.
8. Where necessary, the User has obtained all governmental and other consents that are required to have been obtained by the User with respect to these Terms of Use, and any and all eDebt Transactions transacted by the User in connection with the Services.
9. No corporate action, legal procedure or other procedure or step has been taken, or threatened, to initiate insolvency proceedings against the User or any other creditors’ proceedings with the aim of a rescheduling of the User’s corporate debt or debt instruments.
10. All Registration Information and any information in relation to any eDebt Transactions transacted by the User, are true, complete, and accurate in all respects.
11. Any eDebt Transactions offered or transacted, or closed by the User, comply with the User's declarations on the Platform regarding their full compliance with Regulation S under the U.S. Securities Act when conducting eDebt Transactions.
12. The User is not a U.S. person, nor an entity controlled by a U.S. person, as defined under any applicable state or federal securities laws of the United States of America.
13. **The User is neither incorporated, nor based, nor operating from a territory that is subject to sanctions imposed by Switzerland, the European Union, or the United States of America, nor is the User on any of the U.S. Treasury Department's Office of Foreign Asset Control's sanctions lists, the U.S. Commerce Department's Consolidated Screening List, the EU consolidated list of persons, groups or entities subject to EU financial sanctions, nor does the User act on behalf of any person sanctioned thereunder or a U.S.-, EU- or UN-sanctioned state, nor is the User, nor does the User act on behalf of a person, sanctioned by any other international body or organization.**
**Any representation or warranty given by the User under these Terms of Use shall be deemed to be repeated towards Obligate by the User on each date on which an eDebt Transaction is entered into by the User.**
## 9. UNDERTAKINGS OF THE USER
In relation to Obligate, and to each and any of the eDebt Transaction counterparties, the User hereby undertakes as follows:
1. The User will comply in all respects with all applicable laws, including, but not limited to, Anti-Money Laundering (AML), Counter-Terrorism Financing (CTF), anti-corruption, anti-gambling, and trade and embargo laws and regulations (including relevant international treaties), when entering into and conducting any eDebt Transaction and when promising and conducting any transfers of funds and assets in connection therewith.
2. The User will immediately update, correct, or complete the Registration Information and all other information submitted in the registration process, and notify Obligate immediately about any changes to relevant information, including, but not limited to, information regarding their legal representation, upon becoming aware that such information was outdated, incorrect, or incomplete, as the case may be.
3. The User will use at all times state-of-the-art hardware and software, which is adequately dimensioned and secured, especially, but not limited to, blockchain wallets.
4. The User will not use tools, software, or similar products which enable, facilitate or support automatic trading on the Platform and will not edit, decompile or pass on the access to the Platform to any third parties.
5. The User will use their best efforts to protect their log-in, identification and authentication credentials for the Platform.
6. The User will not modify any parts of the Services or the Infrastructure, or their features and functions, in whole or in part. The further utilization of a customized version is prohibited. Embedding any functions or services of the Services or the Infrastructure on any websites of the User or third parties is not permitted.
7. The User will use the Infrastructure only for the services offered thereon and comply and adhere in all respects to their obligations under these Terms of Use.
8. **The User will neither invalidate, dispute, or litigate (whether in arbitration, enforcement or in any other legal proceedings) the validity, enforceability, or applicability to it, of any arbitration clause or choice of law clause, as the case may be, it has signed on or outside the Platform with respect to an eDebt Instrument, and it will adhere to all provisions generally applicable to it, as stipulated in an arbitration agreement and any of the choice of law clauses, as the case may be.**
9. **The User acknowledges and agrees that for purposes of effective dispute resolution among respective Users, for each eDebt Instrument entered on or outside the Platform an arbitration clause shall be agreed into with regard to the rights and obligations arising out of or in connection with such eDebt Instrument so that the initial parties to the eDebt Instrument as well as every future holder of an eDebt Instrument shall be bound by the terms of this arbitration clause.**
10. **The User hereby explicitly accepts and agrees to the electronic execution of eDebt Instruments, whether conducted via the Platform or through external channels, and further acknowledges that such electronic signatures shall constitute a legally valid and binding commitment, particularly regarding the specific product conditions, the tokenization provisions, and the arbitration and the choice of law clauses.**
## 10. UNDERTAKINGS OF OBLIGATE
In relation to the User, Obligate hereby undertakes to:
1. Use reasonable care, skills, and efforts in providing the Services and ensure that any provision or development of the Services shall be completed in a reasonable period of time.
2. Implement and adhere to the applicable specifications set out in the Protocol.
3. Adhere to laws and regulations applicable to Obligate in all material aspects.
## 11. TERM & TERMINATION
The agreement governed by these Terms of Use shall commence upon Registration and shall continue for an indefinite period.
The contractual relationship established under these Terms of Use, along with any associated agreements, is terminable by either Party at their convenience. Such termination requires a prior notice period of thirty (30) calendar days, communicated to Obligate via or, when initiated by Obligate, through the Platform or by sending an email to the User.
Effective from the date of termination, the User shall be precluded from issuing, offering, buying, or selling eDebt Instruments, or entering into eDebt Transactions, on the Platform, as well as from utilizing any of the Services.
Services pertaining to eDebt Instruments that have been issued prior to or on the date of termination and that possess a maturity date extending beyond the termination date shall remain governed by the provisions of these Terms of Use until their settlement is effectuated between the parties to the eDebt Instrument.
All rights and obligations pertaining to eDebt Instruments shall remain unaffected by the termination. Should any eDebt Instrument issued by the respective User remain outstanding on or subsequent to the date of termination, the User shall remain obligated to honor all stipulated payment obligations contained therein, and the User who owns the eDebt Instrument shall retain the entitlement to receive all payments due to the User pursuant thereto.
## 12. NATURE & RISKS OF BLOCKCHAIN TECHNOLOGY
Blockchains, other distributed ledgers, and smart contracts are emerging technologies that carry a high number of foreseeable and potentially unforeseeable risks from a security, financial, technical, political, regulatory, social, and personal safety standpoint. The mere access to and interaction with them requires a high degree of skill and knowledge to operate with a relative degree of safety and proficiency. The speed and cost of transacting with cryptographic technologies, such as blockchains, is variable and highly volatile. Moreover, the transparent nature of many blockchains means that any interactions the User has with the blockchain may be publicly visible and readable in human form, which could suggest a data protection risk for the User.
**The User is hereby informed and explicitly acknowledges and accepts that Obligate's operational capacity and control are inherently limited regarding the underlying technological infrastructure. Specifically, Obligate holds absolutely no control, oversight, or administrative power over the decentralized, distributed ledger technology networks that underlie the blockchains, nor over the immutable, self-executing programs known as smart contracts utilized for the creation, issuance, and transfer of eDebt Instruments, and for the settlement of eDebt Transactions. In the event a User loses access to their personal blockchain wallets, or, crucially, loses or compromises the private keys associated with those blockchain wallets, which are the sole means of authorizing transactions and accessing the crypto assets (including eDebt Tokens), Obligate is unequivocally unable to intervene, reverse transactions, recover, or restore any funds or crypto assets that may be locked within a smart contract or associated with the lost blockchain wallet addresses. The risk of loss due to key mismanagement is therefore borne solely by the User.**
By accessing and utilizing the Infrastructure, the User acknowledges the foregoing and hereby agrees and represents that they understand such risks, as well as other risks, associated with blockchains and the utilization of the Protocol. The User further represents that it possesses all requisite knowledge, and is informed of all foreseeable and potentially unforeseeable risks, associated with blockchains, tokens, Web3 Utilities, smart contracts, and the Protocol.
The User acknowledges and agrees that Obligate assumes no responsibility for any of these (or related) risks and shall not be held liable for any resulting damages or losses incurred by the User, except as explicitly stipulated in Section 13.
## 13. LIABILITY & INDEMNITY
The following provisions govern the liability of Obligate and the User’s indemnification obligations, in addition to the specifications and limitations of the scope of the Services and responsibilities of Obligate defined in these Terms of Use:
1. **Exclusion of Liability for Uncontrollable Risks:** Obligate disclaims any liability for any damages or losses arising from risks beyond Obligate’s control or influence, including, but not limited to, risks associated with blockchain technology and smart contracts (refer to Section 12).
2. **Limitation of Liability:** To the fullest extent permitted by mandatory law, the liability of Obligate for any damages or losses arising out of or in connection with these Terms of Use and the Services, regardless of the legal basis, is fully and explicitly excluded, except in the case of intentional misconduct or gross negligence by Obligate. Notwithstanding the foregoing, Obligate excludes any liability for any damages or losses caused by their auxiliary persons (Hilfspersonen) within the meaning of article 101 of the Swiss Code of Obligations.
3. **Scope of Exclusion and Limitation of Liability:** The exclusion of liability applies to all types of damage, including direct, indirect, or consequential loss, arising in connection with the performance of the Services. This includes, but is not limited to, damages resulting from Obligate cancelling existing book building procedures or eDebt Transactions for technical, security, legal, compliance, regulatory or self-regulatory reasons.
4. **Limitation of Liability for Third-Party Service Providers:** Where Obligate engages subcontractors, or other third-party service providers, to fulfil their obligations, Obligate shall not be liable for any unlawful acts or omissions of such persons, provided that Obligate has exercised reasonable care in their selection and instruction.
5. **User Indemnity:** The User will indemnify and hold harmless Obligate, including their directors, officers, employees, agents, shareholders, and legal representatives, from and against any and all claims, actions, liabilities, losses, costs, and expenses, howsoever arising, which arise out of or in connection with the User’s wilful or negligent breach of any provision of these Terms of Use or of any pertinent statutory obligations, to the maximum extent permissible under applicable law. This obligation shall remain in full force and effect notwithstanding the subsequent resignation or replacement of the respective Obligate directors, officers, employees, agents, or shareholders, as the case may be.
## 14. DATA PROTECTION
Obligate commits to adhering to applicable data protection legislation in connection with the User’s Registration and the provision of the Services under these Terms of Use.
Furthermore, Obligate undertakes to implement reasonable operational and technical safeguards to ensure that the User’s personal data is protected against unauthorized access, disclosure, and misuse by third parties.
**For the purposes of providing the Services and ensuring compliance with applicable legal, regulatory, and self-regulatory requirements, Obligate reserves the right to process, transfer, share, and store Registration Information and any other information pertaining to the User, in accordance with the terms set forth in the Privacy Notice.**
## 15. INTELLECTUAL PROPERTY RIGHTS
The User acknowledges that Obligate, or their licensors, own all intellectual property rights, titles, and interests in and to the Platform, the Protocol, the Infrastructure, the Services, the Website, the underlying software, technology, documentation, and all content associated therewith (including, but not limited to, brands, logos, texts, and images). The content and structure of Obligate’s internet presence and Website is protected by copyright. Except for the limited license expressly granted in these Terms of Use, the User does not acquire any rights to the contents or programs.
The User may only use the contents within the scope of the functionalities offered. If a software is offered for download, the User’s right of use is limited to use within the scope as outlined under these Terms of Use (refer to Section 3).
The User shall not, and shall not attempt to:
1. Modify, change, reproduce, or transmit the data and information contained and provided on the Infrastructure to third parties without Obligate’s prior written consent.
2. Disassemble, decompile, reverse engineer, or otherwise attempt to derive the source code or underlying ideas or algorithms of the Infrastructure or Services.
3. Use or duplicate information or data, in particular, the use of texts, parts of texts, brands, logos, or images, without Obligate’s prior written consent.
4. Embed any functions or services of the Services or the Infrastructure on any websites of the User or third parties (utilization of a customized version is prohibited).
5. Link from other applications and websites to the Platform without Obligate’s prior written consent.
Obligate assumes no responsibility or liability for representations, content, or any association to their Website, Infrastructure, or Services disseminated on third-party websites and platforms.
## 16. TEXT FORM
All declarations or notices contemplated by these Terms of Use shall be made exclusively in text form. For the avoidance of doubt, "text form" means any communication that is readable, permanent, and can be reproduced, such as emails or document messages sent via the Platform’s designated communication channel.
## 17. MODIFICATION, AMENDMENT, SUPPLEMENT & WAIVER
Obligate reserves the right to amend and supplement these Terms of Use and any other terms and conditions referred to therein, in particular the terms and conditions of payment and remuneration, at any time.
**Changes to these Terms of Use will be communicated to the User through the Platform or by sending an email and are deemed to have been accepted by the User unless a written objection is raised within a period of thirty (30) calendar days. In this case, use of the platform will no longer be available to the objecting User.**
Provisions that deviate from these Terms of Use or conflicting general terms and conditions of Users are only valid insofar as they have been expressly accepted by Obligate in writing.
At no time shall any failure or delay by Obligate in enforcing any provisions, exercising any rights or requiring performance of any provisions or obligations be construed to be a waiver of the same.
## 18. SEVERABILITY
If any provision of the agreement governed by these Terms of Use becomes legally invalid or unenforceable for any reason, this shall not affect the validity or enforceability of the other provisions of the agreement. The invalid or unenforceable provision shall be deemed to be replaced by a provision that corresponds as closely as possible with the spirit and purpose of the invalid or unenforceable provision and that of the whole agreement, taking into account the principle of good faith.
## 19. ENTIRE AGREEMENT
These Terms of Use contain the whole agreement between the User and Obligate concerning the subject matter hereof and supersedes all previous agreements, promises, proposals, representations, understandings, and negotiations, whether written or oral, between the User and Obligate relating thereto.
## 20. SURVIVAL
The provisions of these Terms of Use that by their nature are intended to survive, shall survive the termination, expiry, or rescission of the agreement between the Parties.
## 21. PLACE OF PERFORMANCE
The registered office of Obligate in Switzerland shall be deemed to be the place of performance of all obligations towards Obligate arising under or in connection with these Terms of Use.
## 22. INTERPRETATION, CHOICE OF LAW & EXCLUSIVE JURISDICTION
The agreement governed by these Terms of Use shall be construed in accordance with and governed by Swiss law, excluding any conflict of law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Any dispute, controversy or claim arising out of or in connection with the agreement governed by these Terms of Use, including any question regarding its existence, validity, invalidity, enforceability or any breach or termination thereof, shall be settled by the competent courts of the City of Zurich. The Parties agree that such choice of jurisdiction shall be exclusive.
# Privacy Notice
Version 3.0. Effective as of June 1, 2026.
## 1. ABOUT US
The Website or Platform you are visiting or intend to visit is operated by Obligate AG, Mühlebachstrasse 162, 8008 Zurich, Switzerland (**"Obligate"**, **"we"**, **"our"**, or **"us"**).
This privacy notice ("**Privacy Notice**") explains how we process and protect your personal data when you visit and use our website, accessible at (“**Website**”), our platform and application, accessible at (“**Platform**”), and our other services (together, the "**Services**").
Unless otherwise defined in this Privacy Notice or our General Terms of Use, as amended from time to time, the definitions used in this Privacy Notice have the same meaning as in the Swiss Federal Act on Data Protection (FADP).
## 2. PERSONAL DATA WE COLLECT
We collect the following categories of personal data when you access or use our Services:
* Personal details (name, surname, date of birth).
* Identity documents (passports, identity cards, identification pictures, source of fund documentation, and other related documentation).
* Client requests.
* IP address, geolocation (country).
* Login details (email address, password).
* Payment details (wallet).
* Blockchain wallet addresses.
* Application details (for job applications).
## 3. HOW WE COLLECT AND PROCESS PERSONAL DATA
We collect information about you when you access or use our Services, including taking certain actions within it.
**Directly**
* When you access, use, or otherwise interact with our Services.
* When you communicate with us by electronic means.
* When you submit their data to us.
**Indirectly**
* From identification or trust service providers.
* From public websites and sources.
* From third parties, such as social media and third-party cookies.
## 4. USE OF BLOCKCHAIN TECHNOLOGY
By accessing and using our Services, you acknowledge that, due to the immutable nature of blockchain technology, certain data recorded on-chain cannot be deleted or altered once confirmed. To manage this, we will endeavor to keep your personal data off-chain wherever possible, and apply industry-standard security measures to protect all data processed under this Privacy Notice. Nevertheless, you accept that your blockchain wallet addresses, and potentially other information, will inherently be documented within the publicly accessible ledger of the corresponding blockchain.
## 5. LEGAL BASIS AND PURPOSES
Our legal basis for collecting and using the personal data described in this Privacy Notice depends on the personal data we collect and the specific purposes for which we collect it.
**Contract:** To perform our contractual obligations or take steps linked to a contract with you. In particular:
* To provide access to our products and services.
* To recruit.
**Consent:** We may rely on your freely given consent at the time you provided your personal data. In particular:
* To provide you with news, special offers, newsletters, and general information about goods and services which we offer (requires explicit consent).
* To publish testimonials of satisfied customers and other endorsements on our Services.
**Legitimate interests:** We may rely on legitimate and/or vital interests based on our evaluation that the processing is fair and reasonable. In particular:
* To maintain and improve our Services.
* To develop new services.
* To verify your identity and ensure security.
* For administration, planning and account management.
**Public interest:** To meet regulatory and public interest obligations. In particular:
* To comply with applicable legislations and regulations, especially with anti-money laundering regulations and criminal laws.
## 6. DATA RETENTION
Under relevant anti-money laundering and counter financing terrorism legislation, we are required to keep your personal information and information about your transactions for at least 10 years from the end of your relationship with us.
In like manner, we may retain your personal data for a minimum of 10 years in compliance with the statutory retention requirements mandated by Swiss law.
We retain personal data for so long as it is needed for the purposes for which it was collected or in line with legal and regulatory requirements or contractual arrangements.
## 7. SERVICE PROVIDERS
We may employ third-party companies (“**Service Providers**”) to facilitate the operation of our Services, assist us in analyzing how our Services are used or perform specific services, such as payment and debt collection, and delivery of IT infrastructure services. These third parties may obtain access to your personal data only and insofar as necessary to perform these tasks on our behalf.
Type(s) of service providers who might access your personal data:
* Other companies in the Obligate Group (the “**Obligate Group**” includes Obligate AG and any entity that directly or indirectly controls, is controlled by, or is under common control with, Obligate AG).
* Banks, payment processing service providers, intermediaries and financial institutions.
* Web hosting and IT systems administrators.
* Marketing, social media, and mailing providers.
* User behavior and analytics services.
* Debt collectors, and professional advisors.
* Candidate management, recruitment and human resources service providers
* Regulators, self-regulatory bodies, and law enforcement agencies in Switzerland and in other countries.
## 8. USE OF ARTIFICIAL INTELLIGENCE (AI) TOOLS
We may use Artificial Intelligence (AI) tools, which are considered Service Providers, to enhance our business operations, such as for drafting support, research, and data analysis. When using these tools, we apply the following data protection safeguards:
* **Data Processing Agreements (DPAs):** Where available, we maintain Data Processing Agreements (DPAs) with our AI Service Providers to ensure the security and compliance of data processing.
* **Training on Your Data:** We ensure that data submitted to these tools is by default not used for training the generative AI models. However, we cannot fully exclude that the AI Service Provider may use uploaded data under certain conditions, such as when submitting feedback to the AI Service Provider or when the AI Service Provider carries out content safety reviews.
* **Data Storage and Retention:** Data processed by our AI Service Providers is stored within the European Economic Area (EEA), the US or in certain other countries and, where available, is subject to limited and/or configurable retention and deletion policies outlined in our DPAs or the applicable terms.
* **Internal AI Use Policy:** We process your personal data and other sensitive data in accordance with our internal AI Use Policy, as amended from time to time, which includes the prohibition of submitting certain data to an AI tool or compliance with minimum requirements such as statutory or contractual confidentiality obligations.
## 9. DATA TRANSFERS
We and/or the Service Providers may transfer your personal data to and process it:
* In Switzerland.
* In the EU and EEA.
* Globally.
We safeguard your personal data per our contractual obligations and applicable data protection legislation when transferring data abroad.
Such safeguards may include:
* Restricting the transfer to countries that have been deemed to provide an adequate level of protection according to lists of countries published by the Federal Data Protection and Information Commissioner.
* Applying European Union Commission's standard contractual clauses, binding corporate rules or other standard contractual obligations that provide appropriate data protection.
## 10. DATA DISCLOSURE
We may disclose your personal data in the good faith belief that such action is necessary:
* To comply with a legal obligation (i.e., if required by law or in response to valid requests by public authorities, such as a court or government agency).
* To protect the security of the Services and defend our rights or property.
* To prevent or investigate possible wrongdoing in connection with us.
* To defend ourselves against legal liability.
## 11. DATA SECURITY
We take reasonable technical and organisational security measures that we deem appropriate to protect your stored data against manipulation, loss, or unauthorised third-party access.
Our security measures include:
* **Technological measures** such as Secure Socket Layer (SSL) encryption, which creates a secure connection with your browser when you register and login into our online services, or Two-factor authentication (2FA), which is a security process requiring two distinct forms of identification to access accounts – usually a password ("something you know") and a temporary code or push notification ("something you have"), or access control, which is a security technique that regulates who or what can view or use resources, in particular logical (passwords, encryption) restrictions.
* **Physical measures** such as restricted access to offices and strategic measures such as security clearances and limiting access to a “need-to-know” basis.
We also take internal data privacy very seriously. Our employees and the Service Providers that we retain are required to maintain secrecy and comply with applicable data protection legislation. In addition, they are granted access to personal data only insofar as this is necessary for them to carry out their respective tasks or mandate.
The security of your personal data is important to us but remember that no method of transmission over the Internet or electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your personal data, we cannot guarantee its absolute security. We recommend using antivirus software, a firewall, and other similar software to safeguard your system.
## 12. YOUR RIGHTS
You have the below data protection rights. Please note that we may ask you to verify your identity before responding to such requests.
* **Right of access:** You have a right to request a copy of your personal data, which we will provide to you in an electronic form.
* **Right to amendment:** You have the right to ask us to correct our records if you believe they contain incorrect or incomplete information about you.
* **Right to withdraw consent:** If you have provided your consent to the processing of your personal data, you have the right to withdraw your consent. This includes cases where you wish to opt-out from marketing communications. Once we have received notification that you have withdrawn your consent, we will no longer process your information for the purpose(s) to which you initially consented unless there is another legal basis for processing. To stop receiving emails from us, please click on the 'unsubscribe' link in the email you received.
* **Right to erasure:** You have the right to request that we delete your personal data when it is no longer necessary for the purposes for which it was collected or when it was unlawfully processed.
* **Right to restriction of processing:** You have the right to request the restriction of our processing of your personal data where you believe it to be inaccurate, our processing is unlawful, or where we no longer need to process it for the initial purpose, but where we are not able to delete it due to a legal obligation or because you do not want us to delete it.
* **Right to portability:** You have the right to request that we transmit your personal data to another data controller in a standard format such as Excel, where this is data which you have provided to us and where we are processing it on the legal basis of your consent or to perform our contractual obligations.
* **Right to object to processing:** Where the legal basis for our processing of your personal data is our legitimate interest, you have the right to object to such processing on grounds relating to your particular situation. We will abide by your request unless we have a compelling legal basis for the processing which overrides your interests or if we need to continue to process the personal data for the exercise or defence of a legal claim.
* **Right to lodge a complaint with a supervisory authority:** You have the right of appeal to a data protection supervisory authority if you believe that the processing of your personal data violates data protection law. The competent data protection authority in Switzerland is the Federal Data Protection and Information Commissioner ().
## 13. LINKS TO THIRD-PARTY APPS AND SITES
Our Services may contain links to websites or applications that we do not operate. If you click a third-party link, you will be directed to that third party’s website or application. We have no control over and assume no responsibility for the content, privacy policies or practices of any third-party sites or services.
## 14. COOKIE POLICY
Cookies are files with a small amount of data that are commonly used as a unique anonymous identifier. These are sent to your browser from the website you visit and stored on your computer’s hard drive.
Our Services use these cookies to collect information and to improve our Services. You have the option to either accept or refuse these cookies and know when a cookie is being sent to your computer. If you choose to refuse our cookies, you may not be able to use some portions of the Services.
## 15. CHANGES TO THIS PRIVACY NOTICE
We may update our Privacy Notice from time to time. We, therefore, encourage you to review this Privacy Notice periodically for any changes. Changes to this Privacy Notice are effective when they are posted on the Website.
## 16. CONTACT US
If you have any questions about this Privacy Notice, do not hesitate to get in touch with us at:
Obligate AG\
Mühlebachstrasse 162\
8008 Zurich, Switzerland\
[legal@obligate.com](mailto:info@obligate.com)
# Disclaimer & Regulatory Information
Version 1.0. Effective as of August 5, 2026.
## Disclaimer
Obligate AG is a technology services provider that operates the **“Obligate”** tokenization platform and the underlying infrastructure based on distributed ledger and blockchain technology. **“Platform”** and **“Protocol”** (together, the **“Infrastructure”**) enable customers to issue, accept, subscribe for, acquire, transfer, negotiate, and settle electronic debt instruments on public, permissionless blockchain infrastructure. The Infrastructure is accessible to customers registered and approved in accordance with the **“General Terms of Use”** at (the **“Website”**).
Access to and use of the Website and Infrastructure inherently entail various risks, including, but not limited to, the potential for asset loss. Prior to engagement, a thorough review of our comprehensive documentation is advised. The Infrastructure is provided on an "as is" basis, and its access and use are undertaken entirely at your own risk. We expressly disclaim any and all representations or warranties, whether explicit or implied, pertaining to the Website and Infrastructure. The use of and access to the Infrastructure are governed by the "General Terms of Use", which are available on the Website and subject to periodic amendment.
The information presented on the Website and Infrastructure does not constitute an offer to purchase or sell, nor a solicitation of an offer to purchase or sell, any instruments in any jurisdiction where such an offer, solicitation, or sale would be prohibited, unlawful, or contrary to the prevailing laws, prior to the necessary registration or qualification under the securities laws and regulations of that jurisdiction. It is strongly recommended that independent legal and financial counsel be sought before initiating any action or making any decision in connection with the information contained on the Website and the Infrastructure.
## Regulatory Information
Obligate AG is a financial intermediary according to article 2 paragraph 3 of the Swiss Anti-Money Laundering Act (AMLA) and a member of the Financial Services Standards Association (VQF), an Anti-Money Laundering Self-Regulatory Organization (SRO), located at General-Guisan-Strasse 6, 6300 Zug, Switzerland (email: , website: ), regulated and supervised by the Swiss Financial Market Supervisory Authority (FINMA). Therefore, Obligate AG is authorized to provide financial intermediation services, as defined in the AMLA, to its onboarded customers.
Under the Swiss Financial Services Act (FINSA), certain employees of Obligate AG may be registered as client advisors (refer to ), authorizing the company to deliver specific financial services through them. Obligate AG does not offer investment advisory or portfolio management services to its customers, nor does it provide any financial services to retail clients as defined under FINSA. Furthermore, Obligate AG does not conduct appropriateness and suitability checks as provided for in FINSA.
## Disclosure Statement
While Obligate AG does not issue financial instruments itself, third parties utilize its Infrastructure to issue debt instruments, including eNotes. For the use of this Infrastructure, Obligate AG levies fees on both the issuer and the investor. Furthermore, Obligate AG may act as a product sponsor for financial instruments, such as eTrackers, that onboarded customers can access on the Platform. Consequently, Obligate AG may derive benefits from investments and subscriptions in these financial instruments through management and performance fees, which the issuer charges and forwards to Obligate AG, as further specified in the relevant product documentation. Additional fees for other services may also be applied as separately agreed with the customer.
For the specific costs and fees applicable to the individual eNotes and eTrackers, customers should refer to the respective product documentation provided on the Platform.
## General Risks of Financial Instruments
For a general overview of risks associated with subscribing for, acquiring and/or holding debt instruments, reference is made to the Swiss Banking brochure “Risks Involved in Trading Financial Instruments”, available at (search for “Risks Involved in Trading Financial Instruments”).
For the specific risks associated with the individual eNotes and eTrackers, customers should refer to the respective product documentation provided on the Platform.
## Customer Complaints Handling
Obligate AG strives to address all customer complaints in a satisfactory manner. If you are dissatisfied with our service, please contact us via email at . If a complaint regarding a financial service as defined under FINSA is not resolved to your satisfaction, you may contact the Ombudsstelle Finanzdienstleister (OFD), located at Bleicherweg 10, 8002 Zurich, Switzerland (email: , website: ), to pursue a neutral, confidential, and efficient out-of-court dispute resolution.
## Contact Details
Obligate AG\
Mühlebachstrasse 162\
8008 Zurich, Switzerland\
UID: CHE-379.891.298\
VAT number: CHE-379.891.298 MWST\
\
[www.obligate.com](http://www.obligate.com)
# Legal & Regulatory Framework
Enabling standardized & enforceable debt securities. On public permissionless blockchains.
**Disclaimer:** The comments below are for general information purposes only. Please make sure you have sufficient legal advice before issuing or investing in an eNote or eTracker.
## Tokenization Framework
### **What are eNotes?**
Obligate AG, the company behind the Obligate platform, structures electronic debt and investment instruments. The term “**eNote**”, trademarked by Obligate AG, serves as an umbrella term for its debt instruments. Historically, Obligate has also structured electronic promissory notes under Delaware law (UETA) and Singapore law (ETA).
On the Obligate platform, instruments are issued as tokenized bonds and notes in the form of ledger-based securities under Swiss law (art. 973d et seq. Swiss Code of Obligations, CO). These provisions entered into force in 2021 as part of the "Swiss DLT Act" (Federal Act on the Adaptation of Federal Law to Developments in Distributed Ledger Technology). **The Swiss tokenization framework forms one of the most advanced legal frameworks for tokenized securities.** They cover the valid issuance of all types of instruments, requirements for transfers, pledges, and usufruct, potential liability, and the treatment of the instruments in insolvency proceedings (segregation).
Issuers may be Swiss or foreign entities (including securitization vehicles and segregated-portfolio structures), as long as the tokenization of the instruments remains governed by Swiss law.
In addition to eNotes (debt instruments), the platform supports "**eTrackers**", structured debt instruments that follow the same ledger-based securities framework.
### **How is an eNote created and what does it entail?**
A ledger-based security is formed by an agreement between the parties ("Registration Agreement"). The respective rights are registered in a securities ledger under art. 973d para. 2 CO and may only be asserted and transferred via that ledger. It is therefore a negotiable instrument *sui generis*.
Any transferable claim or membership right can be structured as a ledger-based security. For example, this covers bonds and notes, structured debt, and equity.
### **Where are eNotes recorded?**
The law sets requirements for the securities ledger, which must be met for the instruments to be valid. Obligate uses **Ethereum, Polygon, Base, Solana and other blockchains** as securities ledger for its issuances. In general, most public permissionless blockchains can qualify. Together with the issuance and settlement smart contracts provided by Obligate, the ledger fulfills the following requirements of art. 973d para. 2 CO:
* It uses technological processes that give the creditors (i.e., the investors), but not the obligor (i.e., the issuer), direct power of disposal over their rights.
* Its integrity is secured by adequate technical and organizational measures, such as joint management by several independent participants, to protect it from unauthorized modification.
* The content of the rights, the functioning of the ledger, and the Registration Agreement are recorded in the ledger or in linked accompanying data.
* Creditors can view relevant information and ledger entries and check the integrity of the ledger contents relating to themselves without intervention by a third party.
### **Who is entitled through holding an eNote?**
An eNote works like a bearer instrument. The obligor is entitled and obliged to perform only to the creditor indicated in the securities ledger, subject to appropriate modification of the ledger. In simple terms, the verified person holding the eNote and registered on-chain gets paid.
In addition, the settlement smart contract technically withholds payment of the face value until Obligate has successfully identified the last holder.
## Enforcement Framework
### Governing law
The principle of party autonomy is firmly established within the Swiss private international law framework, permitting foreign entities to designate Swiss substantive law as the governing regime for their contractual arrangements and the issuance of debt securities.
Under their laws, **foreign issuers are generally permitted to use ledger-based securities** pursuant to art. 973d et seq. CO as a legally valid form of creation, issuance, and transfer of rights as well as the documentation of these processes. If the issuer of an eNote is not a Swiss issuer (or if the relevant instrument is governed by a law other than Swiss law), the terms must specifically declare Swiss law as governing for the tokenization process and form of securities.
In addition, parties may structure a transaction so that the terms and conditions of the underlying instrument, or other aspects of the transaction, are governed by one law (e.g., Luxembourg or English law), while the token representing or embodying the relevant rights is issued and transferred under Swiss law, thus still taking advantage of Switzerland’s legal innovation around digital debt securities.
### Arbitration
All parties to an eNote are exclusively bound by an arbitration agreement that subjects all eNote-related disputes to arbitration in Switzerland.
If a dispute is not settled amicably, a party may seek a decision from an arbitral tribunal seated in Switzerland. The resulting award is enforceable under the [New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (NYC)](https://www.newyorkconvention.org/english). It can be presented to the competent court in the relevant country, which must grant enforcement without reviewing the merits, subject only to the limited grounds for refusal in the NYC. **More than 170 states** are party to the NYC, which has an excellent record of adherence by its member states and their courts.
Arbitration offers business expertise, confidentiality, speed, and rapid finality. Swiss arbitration law and institutional rules are regarded as a gold standard in international arbitration and are a dispute resolution framework of choice for companies.
## Regulatory Framework
### **Qualification, KYC & verified users**
eNotes and eTrackers qualify as securities in most jurisdictions. The Obligate platform is open only to **qualified investors** within the meaning of the law applicable to them and, where applicable, the issuer's own definition of eligible investors.
To use the platform, parties must pass KYC/KYB and customer due diligence under Swiss anti-money laundering regulations (AML/CFT) and sanctions laws. Certain countries and nationals are excluded from using the platform and/or purchasing eNotes or asserting rights associated with them.
Following completion of the onboarding, a user receives login credentials; they are now ready to create an issuance program or invest in one of the issuances that is in the live book building phase on the platform. Obligate follows a “bring your own wallet” approach and supports institutional-grade wallets such as **Fireblocks and MetaMask** as well as the open-source standard "**WalletConnect**". Obligate never has direct or indirect control over eNote instruments or related on-chain payments.
To claim payment of the face value at maturity, a holder must be a verified user. Unverified holders must first complete KYC/KYB before they are entitled to payment, and parties that do not pass KYC have no claim against the issuer. This ensures that issuers only make payments to known holders.
### **Obligate’s regulatory status**
Obligate AG is a **financial intermediary** according to article 2 paragraph 3 of the Swiss Anti-Money Laundering Act (AMLA) and a member of the Financial Services Standards Association (VQF), an Anti-Money Laundering Self-Regulatory Organization (SRO), regulated and supervised by the Swiss Financial Market Supervisory Authority (FINMA). Therefore, Obligate AG is authorized to provide financial intermediation services, as defined in the AMLA, to its onboarded customers.
Under the Swiss Financial Services Act (FINSA), certain employees of Obligate AG may be registered as "client advisors", authorizing the company to deliver specific **financial services** through them. Obligate AG does not offer investment advisory or portfolio management services to its customers, nor does it provide any financial services to retail clients as defined under FINSA. Furthermore, Obligate AG does not conduct appropriateness and suitability checks as provided for in the FINSA.
# Why Swiss law
Swiss law has become a de-facto market standard for debt tokenizations.
## Overview
Swiss law is among **the most widely used legal frameworks for debt tokenizations**, including structures with equity exposure. Swiss and international platforms use it regardless of the issuer's jurisdiction of domicile or the law applicable to the product terms.
## Explicit legal recognition of digital securities
Swiss law expressly recognizes blockchain-based tokens as "ledger-based securities" ([articles 973*d* et seqq. of the Swiss Code of Obligations](https://www.fedlex.admin.ch/eli/cc/27/317_321_377/en#part_5/tit_33/chap_1/lvl_H)). The "DLT Act" allows most rights to be issued, transferred, and exercised through a public, permissionless blockchain or similar distributed-ledger technology. This legal basis reduces uncertainty around the token's status and its association with the underlying statutory or contractual rights.
## Clear investor ownership rules
A token issued as a ledger-based security in accordance with Swiss law is not merely a "digital twin" of the actual right; token holders can receive and assert **direct rights against the issuer**.
The token terms define the claim, transfer mechanics, and investor protections without having to rely on a centralized role, such as the tokenization platform operator or a transfer agent. The blockchain ledger is the primary (and sole) source of ownership at any point in time. For debt instruments, this creates a clear legal relationship between the issuer and each investor.
## Technology-neutral regulation
Swiss private law focuses on an arrangement's legal effect, not its technology. A tokenized instrument can use an appropriate ledger while remaining subject to established securities, contract, and insolvency principles. This approach lets issuers adopt new infrastructure without creating a separate regime for every technical design.
## Credible financial-market ecosystem
Switzerland combines established capital-markets practice with a mature digital-asset ecosystem. Banks, broker-dealers, asset managers, law firms, and technology providers support tokenized transactions across issuance, administration, and settlement. FINMA and the self-regulatory organizations (SRO) provide guidance for regulated activities based on the established legal and regulatory framework. This helps issuers and service providers identify when licensing, anti-money-laundering, or prospectus obligations apply.
## Principle of party autonomy is widely recognized
The principle of party autonomy is firmly established within the Swiss private international law framework, permitting foreign entities to designate Swiss substantive law as the governing regime for their contractual arrangements and the issuance of securities. Swiss law does not mandate a territorial or personal nexus to Switzerland for such a choice of law to remain legally valid and enforceable.
In addition, particularly in the area of commerce and finance, the principle of party autonomy in the choice of law is **widely recognized and respected under most private international law systems** worldwide.
While the terms of debt instrument remain subject to mandatory law and investor-protection requirements, the flexibility of "private ordering" supports both standardized and bespoke structures.
## Swiss arbitration for enforcement
Parties can agree to resolve disputes through [Swiss arbitration](https://www.swissarbitration.org/). Switzerland is an established arbitration venue with experienced practitioners and a supportive legal framework. Awards are **generally enforceable internationally** under the [New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (NYC)](https://www.newyorkconvention.org/english). This gives cross-border investors a familiar route for resolving contractual disputes.
## Standardization
Industry bodies, including the [Capital Markets and Technology Association](https://cmta.ch/) (CMTA), help standardize Swiss-law tokenization and support its international adoption. Obligate uses CMTA standards.
