Terms and Conditions

1.1 Parties. These Terms & Conditions (“Terms”) govern your access to and use of the websites, applications, interfaces, smart contracts and related services operated by CoinLander Limited (“CoinLander,” “we,” “us,” or “our”), a company incorporated in the British Virgin Islands (“BVI”), in connection with the platform branded “CoinLander” (collectively, the “Platform”). By accessing or using the Platform in any manner, you enter into a binding agreement with CoinLander comprised of these Terms and any documents incorporated by reference (collectively, the “Agreement”). If you do not agree, you must not use or access the Platform.

ARBITRATION NOTICE; CLASS ACTION WAIVER. The Agreement contains an arbitration provision and a waiver of class actions that will, to the maximum extent permitted by law, require disputes to be resolved by binding arbitration on an individual basis.

1.2 Right to Update. We may modify or update the Platform, the Agreement, and these Terms at any time in our sole discretion. The updated Terms are effective when posted (or as otherwise stated). Your continued access or use of the Platform after any update constitutes your acceptance of the updated Terms. We may modify or discontinue any feature or component of the Platform without liability to you.

1.3 Company Status. CoinLander Limited is incorporated in the BVI and, as of the Effective Date, does not hold any regulatory license in any jurisdiction. The Platform is not an exchange, broker-dealer, bank, investment adviser, fund manager, or payment service provider, and CoinLander does not undertake any regulated activity unless and until it obtains the requisite authorization in a given jurisdiction. Nothing on the Platform constitutes an offer, solicitation, or recommendation where such would be unlawful.

1.4 Eligibility. You represent and warrant that: (a) you are of legal age and capacity to enter into the Agreement, (b) you are not prohibited by applicable law (including sanctions, anti-money laundering and counter-terrorist financing (“AML/CTF”) rules) from using the Platform, and (c) you will use the Platform for yourself or, if on behalf of an entity, you are duly authorized to bind that entity. We may require verification and other checks before or after permitting access, token minting, or distributions, and may refuse, condition, or revoke access at our discretion where we reasonably believe such action is required by law or to manage risk.

1.5 Your Wallet; Digital Assets. Access to certain features requires a compatible, self-custodial crypto wallet. Wallets are provided by third parties under their own terms. You are solely responsible for safeguarding your private keys, seed phrases, and wallet credentials. The use of public blockchains may involve network (“gas”) fees charged by the relevant network; such fees are not controlled by CoinLander and may be non-refundable even if a transaction fails or is reverted.

1.6 Jurisdictional Access Controls. We may restrict or geo-block access to all or parts of the Platform in any jurisdiction at any time. You are responsible for determining whether your use of the Platform is lawful under the laws and regulations applicable to you, and you agree not to use the Platform if such use is prohibited or would subject CoinLander to licensing or registration in your jurisdiction without CoinLander’s prior written consent.

1.7 No Agency or Fiduciary Relationship (General). Except as expressly stated in these Terms, CoinLander is not your agent, broker, fiduciary, or custodian and does not take possession of or exercise control over your digital assets in your self-custodial wallet.

2.1 Overview. The Platform enables eligible users (“Investors”) to participate, via designated smart contracts, in tokenized investment projects referencing real-estate mortgage cases (each, a “Project”). For each Project, the Platform may display: property location, loan amount, mortgage company, law firm, and a redacted Legal Charge (collectively, “Project Disclosures”). Upon an eligible investment transaction, the smart contract mints and issues to the Investor a Project-specific token (“Project Token”) evidencing that Investor’s economic entitlement to periodic interest (or dividends) and repayment of principal at maturity, each as described in the applicable Project Disclosures and smart-contract logic.

2.2 Flow of Funds; Nature of Investment. When you invest in a Project through the smart contract: (a) you transfer stablecoins accepted for that Project to the contract; (b) the proceeds are not loans to CoinLander—they are intended to be converted to fiat and advanced to the ultimate mortgage borrower via the mortgage company in accordance with the applicable Project structure; and (c) CoinLander acts as a platform and coordinating service, not as borrower or guarantor. Returns are not guaranteed, and the timing and amount of cash flows depend on borrower performance and other factors described in the Project Disclosures.

2.3 Token Minting; Holding; Transferability. On successful investment, the smart contract mints and assigns the relevant Project Tokens to your wallet. You are responsible for maintaining continuous control of that wallet to receive distributions. Project Tokens may be subject to restrictions (including lock-ups, transfer limitations, or whitelisting) specified in the Project Disclosures or embedded in the smart contract. We do not operate or promise any secondary market, and, unless explicitly enabled for a Project, there is no withdrawal or early redemption mechanism prior to maturity.

2.4 Snapshot & Distribution Mechanics. For each scheduled distribution period, the Platform (or an authorized service provider) will perform a wallet snapshot within 24 hours prior to the expected distribution time. Periodic interest/dividend distributions are then calculated pro rata based on the Project Tokens recorded as held at the snapshot. Distributions are paid to the wallet addresses holding the Project Tokens at the snapshot, net of any applicable network fees and subject to smart-contract execution. Transfers occurring after the snapshot do not alter the entitlement for that period. Blockchain congestion, network fees and reorgs may affect timing and success of distributions; fees are determined by third-party networks and are outside CoinLander’s control.

2.5 Information; No Personalized Advice. Project Disclosures and other content on the Platform are provided for informational purposes and are not tailored to your circumstances. You are solely responsible for evaluating Projects and determining suitability.

2.6 Enforcement Rights; Legal Charge. Each Project is structured so that, upon a borrower defaults, Investors have the right to pursue enforcement against the ultimate borrower and the charged real property in accordance with the governing documents. CoinLander owes no fiduciary duty and may act on information provided by the mortgage company or law firm. CoinLander may require indemnities and cost advances before initiating enforcement if applicable.

2.7 Third-Party Services & Conversions. Fiat conversions, payment rails, custody, and professional services (mortgage company, law firm, oracle/attestor, KYC, fiat off-ramp) may be provided by independent third parties under their own terms. CoinLander does not control such providers and disclaims responsibility for their acts or omissions; your use of those services is at your risk and may incur fees or be subject to limits, delays, or failures outside CoinLander’s control.

2.8 Changes; Availability. We may add, remove, suspend, or modify any Project, feature, token standard, or supported stablecoin at any time. We do not guarantee uninterrupted availability of the Platform, any Project, or any distribution schedule, including due to maintenance, upgrades, network outages, or third-party failures.

2.9 No Guarantee of Performance. Neither the listing of any Project nor the issuance of Project Tokens guarantees any return of capital or payment of interest/dividends; actual outcomes may differ materially from projections.

3.1 Novel and experimental technology. You acknowledge that blockchain networks, smart contracts, cryptographic tokens, and applications interacting with such networks are experimental, speculative, and inherently risky. Bugs, vulnerabilities, cyberattacks, chain reorganizations or forks, congestion, or other failures may cause partial or total loss of digital assets or value and may disrupt or disable transactions or distributions. All blockchain transactions are generally irreversible and final and may be non-refundable even if reverted on-chain. You should not use the Platform unless you are comfortable assuming these risks and have conducted your own due diligence.

3.2 Wallet, keys, and on-chain execution. You are solely responsible for safeguarding your self-custodial wallet, private keys, and seed phrase. Loss or compromise of your credentials may result in loss of your Project Tokens or distributions. Network (“gas”) fees are set by third-party networks and may be charged even for failed or reverted transactions.

3.3 Stablecoin, fiat-conversion, and off-ramp risks. Projects may accept one or more stablecoins. Stablecoins can lose their peg, face issuer or reserve risks, or encounter redemption delays, which can affect the value or timing of conversions to fiat and onward lending. You understand that stablecoin treatment and oversight are evolving across jurisdictions, and regulatory changes may impact usage or redemption.

3.4 Real-Estate and Legal Charge risks. Investment Projects reference real-estate mortgage cases in which repayment is supported by a Legal Charge over property. Recoveries may be insufficient, delayed, or costly, and property values may be volatile. Enforcement may require proceedings in the relevant property jurisdiction and coordination with the mortgage company and law firm; timelines and outcomes are uncertain.

3.5 Illiquidity and transferability. No secondary market is guaranteed for Project Tokens. Tokens may be restricted (e.g., lock-ups, whitelists) and intended to be held to term, similar to real-estate platforms that warn of limited early exit and illiquidity. Attempting to transfer after a distribution snapshot may mean the transferee does not receive that period’s distribution.

3.6 Snapshot and distribution mechanics. Entitlements to interest/dividends are determined by wallet snapshots taken within 24 hours prior to a scheduled distribution. Transfers after the snapshot do not affect that period’s entitlement. Distributions are subject to on-chain execution and may be delayed or fail due to network conditions or third-party dependencies.

3.7 Third-party providers. The Platform relies on independent third parties (e.g., KYC/AML vendors, fiat on/off-ramps, oracles/attestors, mortgage companies, law firms, blockchain infrastructure). CoinLander does not control these services and disclaims responsibility for their acts/omissions; service interruptions, fees, or limits may affect your experience or outcomes.

3.8 Regulatory and legal change. Digital-asset, payments, crowdfunding, and stablecoin rules are evolving. Changes to law, guidance, licensing, tax treatment, or enforcement priorities may affect the Platform, a Project, or your ability to use or transfer tokens or receive distributions.

3.9 No guarantee of performance. Listing a Project or issuing Project Tokens does not guarantee return of capital or income. You may lose some or all of your investment, and past performance is not a reliable indicator of future results.

4.1 Your responsibility. You are solely responsible for determining, reporting, withholding, filing, and paying any taxes, duties, and assessments arising from your use of the Platform, holding or transfer of Project Tokens, receipt of distributions, or any related transactions. Tax treatment of blockchain transactions may be uncertain and may vary across jurisdictions.

5.1 General compliance. You may use the Platform only in compliance with all applicable laws, rules, and regulations and these Terms. Without limitation, the following activities are prohibited:

5.2 Our rights If we reasonably suspect that you have engaged in any Prohibited Activity, we may suspend or terminate your access to the Platform, freeze or block interactions with the relevant smart contracts to the extent technically feasible, and/or take any other action we deem appropriate, including reporting to law enforcement or regulators and retaining information consistent with our legal obligations.

5.3 Third-party services. Your use of third-party products or services (including wallets, oracles, KYC providers, mortgage companies, law firms, and fiat on/off-ramps) is at your own risk and subject to their terms; we make no representations or warranties regarding such services.

6.1 Relationship to Privacy Policy. Your use of the Platform is subject to our Privacy Policy, which explains how we collect, use, share, and protect information. By using the Platform, you consent to the practices described there. If you do not agree, you must not use the Platform.

6.2 Categories of information we may process. Subject to the Privacy Policy and applicable law, information we (or our service providers) may process includes: (a) on-chain identifiers and transaction metadata; (b) account and compliance data where required; (c) technical and usage data; and (d) Project-related records you or third parties provide. On public blockchains, certain on-chain data is public, persistent and globally accessible by design; storing personal data directly on-chain should be avoided or minimized and handled with appropriate safeguards.

6.3 Purposes and legal bases. We process information, as applicable, to: (a) provide and operate the Platform and Projects, including snapshots and distributions, (b) comply with legal obligations, (c) perform risk, security and fraud prevention, (d) communicate with you and provide support, and (e) pursue legitimate interests such as improving the Platform. Where required, we will rely on consent and you may withdraw consent at any time via available settings without affecting the lawfulness of prior processing.

6.4 Sharing and transfers. We may share information with: (a) service providers, (b) professional firms including the mortgage company and law firm to support enforcement of the Legal Charge, (c) affiliates and corporate transaction counterparties, and (d) authorities where required by law. Because the Platform and public blockchains operate globally, data may be transferred internationally, potentially to countries without the same level of data protection; where applicable, we will use appropriate safeguards for restricted transfers.

6.5 Your choices and rights. Depending on your location, you may have rights to access, correct, delete, restrict, or object to certain processing and to data portability. Because blockchain records are generally immutable, your ability to delete or rectify on-chain data is limited; where feasible, we will implement off-chain mechanisms (e.g., pointer updates, key management or hashing techniques) to respect rights while maintaining ledger integrity. You may exercise rights via the channels indicated in the Privacy Policy.

6.6 Security and retention. We implement reasonable technical and organizational measures to protect information, but no system is perfectly secure. We retain information as necessary to provide the Platform, comply with legal obligations, resolve disputes, and enforce agreements; on-chain entries may persist indefinitely by design.

6.7 Cookies/analytics. We may use cookies, pixels and SDKs to operate the site, remember preferences, and measure usage, subject to your choices. Details appear in our Privacy Policy and/or Cookie Notice.

7.1 No professional advice. All information on the Platform including Project Disclosures is general information only and does not constitute investment, legal, tax, accounting, or other professional advice. You are solely responsible for your decisions and should obtain advice from qualified professionals.

7.2 No warranties. To the maximum extent permitted by law, the Platform, including smart contracts, interfaces, content, and features, is provided “as is” and “as available.” We disclaim all warranties—express, implied, or statutory—including merchantability, fitness for a particular purpose, non-infringement, and error-free or uninterrupted operation. We do not control public blockchains, network fees, third-party wallets, off-ramps, or third-party services, and we do not guarantee that any Project will achieve expected returns or distributions.

7.3 No fiduciary duties; non-custodial interface. Except as expressly stated, we owe no fiduciary duties to you, and the Platform is a non-custodial interface to on-chain smart contracts. You are responsible for your wallet, keys, and transactions.

7.4 Limitations of liability. To the maximum extent permitted by law, in no event shall CoinLander, its affiliates, or their respective directors, officers, employees, agents, contractors, or service providers be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenues, loss of data, or business interruption, arising out of or related to the Agreement or your use of (or inability to use) the Platform, whether based in contract, tort, strict liability, or otherwise, even if we have been advised of the possibility of such damages. In all cases, our aggregate liability to you for all claims relating to the Platform shall not exceed USD 1,000. Some jurisdictions do not allow certain disclaimers or limits; in those jurisdictions, liability is limited to the maximum extent permitted by law.

7.5 Third-party services and protocols. We are not responsible for third-party services or for protocols we do not control. Your dealings with third parties are solely between you and them. Courts and regulators have recognized distinctions between software/interface providers and independent third-party activity; nevertheless, you use all third-party services at your own risk.

7.6 Force majeure and blockchain contingencies. We will not be liable for any delay or failure caused by events beyond our reasonable control, including blockchain reorganizations/forks, network congestion or outages, cyberattacks, denial-of-service events, acts of God, labor disputes, regulatory changes, or failures of third-party providers.

8.1 Your obligation to indemnify. To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless CoinLander, its affiliates, and their respective directors, officers, employees, agents, contractors, and service providers from and against any and all claims, demands, actions, proceedings, investigations, damages, losses, liabilities, costs and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) your use of the Platform; (b) your breach of the Agreement; (c) your violation of law (including AML/CTF, sanctions, anti-corruption, tax, or securities laws) or of third-party rights; (d) any misrepresentation by you; (e) your wallet activities or on-chain transactions (including attempts to circumvent access controls, snapshots, or smart-contract logic); (f) disputes or claims relating to Projects in which you participate (including borrower disputes or enforcement of the Legal Charge); and (g) any content or data you submit to or through the Platform.

8.2 Defense and settlement. We may assume the defense of any matter subject to indemnification, at our discretion, and you will cooperate with us in that defense. You may not settle any claim in a manner that imposes an obligation on, or admits fault by, any CoinLander party without our prior written consent. We will provide notice of any claim for which we seek indemnification when reasonably practicable.

9.1 Informal resolution first. Before filing any claim, you agree to notify CoinLander at the email address in Section 16 and to engage in good-faith negotiations for 30 days to resolve the dispute informally.

9.2 Binding arbitration. Except for the limited exclusions, any dispute, controversy, difference, or claim arising out of or relating to the Agreement or the Platform (a “Dispute”) shall be finally resolved by binding arbitration administered by the BVI International Arbitration Centre (BVI IAC) under the UNCITRAL Arbitration Rules, with the seat of arbitration in the British Virgin Islands. You understand that you are required to resolve all Disputes by binding arbitration. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party.

9.3 Procedure; tribunal; language. The tribunal shall consist of one arbitrator appointed in accordance with the applicable rules; the language of the arbitration shall be English. The arbitrator may grant any relief that a court of competent jurisdiction could award, except as limited by Section 10.

9.4 Class-action and representative-action waiver; jury-trial waiver. To the maximum extent permitted by law, you and CoinLander agree that all Disputes shall be brought solely in your or CoinLander’s individual capacity, not as a class, collective, private attorney general, or other representative action, and no arbitration may be consolidated with another without all parties’ consent. You and CoinLander waive any right to a jury trial.

9.5 Opt-out. If you are a natural person using the Platform primarily for personal, family, or household purposes, you may opt out of this arbitration agreement within 30 days after you first accept the Terms by sending written notice to the email address in Section 16 identifying your wallet address and the request to opt out.

10.1 Monetary relief only against CoinLander. To the maximum extent permitted by law, you agree that you will not seek, and are not entitled to obtain, any form of injunctive, equitable, or other non-monetary relief against CoinLander, including any order that restrains or otherwise interferes with the operation, availability, features, code, smart contracts, token mechanics, snapshot logic, or distribution processes of the Platform. Any remedy against CoinLander shall be limited to monetary damages as determined in accordance with Section 9.

11.1 Our termination/suspension rights. We may, in our sole discretion and to the extent permitted by law, suspend, restrict, or terminate your access to the Platform (in whole or in part), any Project, or any feature at any time, with or without notice, including where we believe such action is necessary for legal, regulatory, risk, security, sanctions, AML/CTF, fraud-prevention, or operational reasons, or following Prohibited Activity in Section 5.

11.2 Your right to stop using the Platform. You may cease use of the Platform at any time. Because the Platform is a non-custodial interface, ceasing use does not by itself affect the independent operation of public blockchains or smart contracts not controlled by us; however, your ability to interact with Projects via our interface may be disabled or discontinued.

11.3 No liability for discontinuation. We do not guarantee continuous availability of any Project or feature and shall not be liable for any losses arising from discontinuation, suspension, or modification of the Platform.

11.4 Records; retention. We may retain information as required by law and our Privacy Policy. Termination does not relieve you of obligations incurred prior to termination or limit our rights to seek remedies.

13.1 By CoinLander. We may assign, transfer, novate, or delegate the Agreement (in whole or in part), including our rights and obligations, to any affiliate, successor, or transferee in connection with a reorganization, merger, acquisition, financing, or asset transfer related to the Platform or any Project, without notice or your consent, consistent with prevailing ToS practice.

13.2 By you. You may not assign or transfer the Agreement or any rights or obligations hereunder—by operation of law or otherwise—without our prior written consent; any attempted assignment in violation of this Section is void.

13.3 Successors and assigns. Subject to the foregoing, the Agreement is binding upon and inures to the benefit of the parties and their permitted successors and assigns.

15.1 Law. The Agreement and any non-arbitrable disputes or issues of contract interpretation are governed by the laws of the British Virgin Islands, excluding its conflict-of-laws rules.

Support / Legal notices: legal@coinlander.com