Civiliti Terms of Service

1. Platform Role

Civiliti ("the Platform") is a decentralized, non-custodial technology provider that enables users to tokenize and trade income-producing assets through a decentralized exchange (DEX). Civiliti does not:

• Act as a broker-dealer, custodian, investment advisor, or exchange under U.S. securities law.
• Provide investment, legal, or tax advice.
• Guarantee any investment outcomes or returns.

All transactions occur directly peer-to-peer between Asset Owners (those listing assets) and Asset Holders (those purchasing or staking them). Civiliti solely provides the underlying decentralized tools to facilitate these transactions.

2. User Responsibilities

2.1 Asset Owners

• Disclosure & Compliance: Asset Owners are solely responsible for ensuring that their tokenized asset listings comply with all applicable laws and regulations, including but not limited to securities, commodities, tax, and licensing obligations.
• Accuracy: All performance data, projections, or yield information must be accurate and self-reported. Civiliti does not verify or endorse listings.
• Licensing: Asset Owners must certify that they hold any proper licenses required for their asset category.

2.2 Asset Holders

• Due Diligence: Asset Holders are solely responsible for conducting their own due diligence before purchasing or engaging with any asset.
• Risk: Participation in tokenized assets involves risk, including potential loss of principal. Civiliti does not insure or backstop any transactions.

3. Fees

• Civiliti charges fees for tokenization, transaction processing, or liquidity services.
• All fees are enforceable under New York law and non-refundable except where required by law.
• Civiliti reserves the right to adjust fee structures with notice.

4. Non-Custodial Nature

Civiliti does not hold, manage, or control user funds, wallets, or private keys.

• Users retain full custody of their assets and are responsible for securing their wallets and keys.
• All activity is executed through decentralized smart contracts initiated by users.

5. Compliance & Risk

• AML/KYC/PEP Screening: Civiliti may require identity verification, anti-money laundering (AML) checks, and wallet screening in line with applicable laws.
• Jurisdictional Limits: Users are solely responsible for ensuring compliance with the laws of their jurisdiction. Participation may be restricted in certain high-risk or sanctioned regions.
• Forward-Looking Statements: Any references to AUM, APY, or growth projections are estimates provided by Asset Owners and are not guarantees.

6. Confidentiality & Non-Compete

• Users may not use Civiliti's platform, technology, or confidential materials to build competing platforms or services.
• Misuse of proprietary tools, code, or confidential data is grounds for removal and legal action.

7. Limitation of Liability

Civiliti shall not be liable for:

• Any losses, damages, or liabilities resulting from user transactions.
• Errors or inaccuracies in asset listings.
• Smart contract bugs, hacks, or exploits beyond Civiliti's reasonable control.

Maximum aggregate liability of Civiliti to any user shall not exceed the fees paid by that user in the prior 12 months.

8. Termination

Civiliti reserves the right to suspend or terminate user access in the event of fraud, illegal activity, or violation of these Terms.

9. Issuer Certification

Before listing an asset, Asset Owners must explicitly certify that:

• Their offering complies with securities, commodities, tax, and licensing obligations.
• All disclosures are accurate and complete.
• They accept full liability for omissions or misrepresentations.

10. Risk Disclosure Acknowledgment

Before participating, Asset Holders must acknowledge that:

• All investments carry risk, including potential total loss of funds.
• Civiliti does not guarantee any returns, nor does it act as a fiduciary.

11. Arbitration & Governing Law

Any dispute, controversy, or claim arising out of or relating to these Terms shall be settled exclusively through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

• The arbitration shall be conducted in New York County, New York.
• New York law shall govern.
• Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

12. No Class Actions

Users agree to resolve disputes on an individual basis and waive the right to participate in class, collective, or representative actions.

13. Force Majeure

Civiliti shall not be liable for delays or failures caused by events beyond its reasonable control, including but not limited to natural disasters, war, regulatory changes, labor disputes, power outages, cyberattacks, or blockchain network failures.

14. Severability

If any provision of these Terms is found unenforceable or invalid, the remaining provisions shall remain in full force and effect.

15. Amendments

Civiliti reserves the right to update or amend these Terms at any time. Continued use of the Platform after notice of changes constitutes acceptance of the revised Terms.

16. Jurisdictional Exclusion Clause

Civiliti is not available to users located in, or citizens or residents of, jurisdictions where the use of decentralized exchanges, tokenization, or similar services are restricted or prohibited by law. This includes but is not limited to individuals or entities on any sanctions list maintained by the U.S. Office of Foreign Assets Control (OFAC), the United Nations, the European Union, or other applicable regulatory authorities. Users are solely responsible for ensuring they are not accessing the Platform in violation of applicable sanctions or local laws.

Civiliti reserves the right to restrict or terminate access if a user is found to be in breach of this provision.

17. Forward-Looking Statements Disclaimer

Certain information provided by Asset Owners or displayed on the Platform may include projections, forecasts, or forward-looking statements regarding potential returns, yields, or growth of assets.

• These statements are speculative, inherently uncertain, and not guarantees of future performance.
• Actual results may differ materially due to risks, market conditions, and factors beyond Civiliti's control.
• Civiliti disclaims any obligation to update or revise such statements.

18. Indemnification

Users agree to indemnify, defend, and hold harmless Civiliti, its affiliates, officers, directors, employees, agents, and contractors from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising out of or relating to:

• The user's breach of these Terms,
• Any misrepresentation or omission in asset disclosures,
• Violation of any applicable laws or regulations, or
• The user's misuse of Civiliti's platform or technology.

19. Intellectual Property

All content, features, and functionality of the Civiliti platform, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software, are the exclusive property of Civiliti and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.