PLATFORM TERMS OF SERVICE
IMPORTANT: PLEASE READ THESE PLATFORM TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING ANY REZYFI PLATFORM SERVICES. THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 16. THESE TERMS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY.
1. Introduction and Scope
RezyFi Inc. ("RezyFi," "we," "us," or "our") operates a mortgage tokenization platform that enables qualified participants to access tokenized interests in residential and commercial mortgage loan pools (the "Platform"). RezyFi is the subject of a pending acquisition by ECGI Holdings, Inc. (OTC: ECGI) pursuant to a definitive Share Exchange Agreement signed March 24, 2026 (the "Pending Acquisition"). References to RezyFi's relationship with ECGI Holdings in these Platform Terms reflect the anticipated post-closing corporate structure and will be updated upon closing of the Pending Acquisition.
These Platform Terms of Service ("Platform Terms") govern your access to and use of all account-based services, investor portal functionality, and blockchain-related features provided by or through RezyFi (collectively, "Platform Services"), whether hosted at rezy.fi or through any third-party infrastructure operated on our behalf.
These Platform Terms supplement the RezyFi Website Terms of Use (available at rezy.fi/terms). By creating an account, completing identity verification, or otherwise accessing Platform Services, you accept and agree to be bound by these Platform Terms, the Website Terms of Use, the Privacy Policy (available at rezy.fi/privacy), the Cookie Policy (available at rezy.fi/cookies), and the Important Disclosures and Disclaimer (available at rezy.fi/disclaimer). In the event of a conflict between these Platform Terms and the Website Terms of Use, these Platform Terms shall control with respect to Platform Services.
These Platform Terms do not govern the underlying mortgage loans, loan servicing, or the specific terms of any investment offering. Those are governed by the applicable offering documents, subscription agreements, loan purchase agreements, or other transaction-specific documents provided to you in connection with a particular investment opportunity.
2. Definitions
"Account" means your registered user account on the Platform.
"Accredited Investor" means an investor meeting the requirements of Rule 501 of SEC Regulation D, or as otherwise defined under applicable securities laws.
"Blockchain" means the distributed ledger technology networks on which tokens representing interests in mortgage assets are recorded, currently Solana and Ethereum.
"Digital Wallet" means the blockchain wallet provisioned for you through our managed wallet infrastructure to hold tokens and interact with the Platform.
"KYC/AML" means Know Your Customer and Anti-Money Laundering verification processes required by applicable law and Platform policy.
"Mortgage Pool" means a pool of residential or commercial mortgage loans in which tokenized interests may be offered.
"Offering Documents" means the private placement memorandum, subscription agreement, operating agreement, or other transaction-specific documents governing a particular investment offering made through the Platform.
"On-Chain Data" means any data recorded on a blockchain network in connection with Platform Services, including token ownership records, transaction history, and compliance parameters.
"Platform Services" means all account-based services, investor portal functionality, tokenization features, and blockchain-related services provided by or through RezyFi, including identity verification, investor onboarding, token purchase and ownership tracking, distribution processing, reporting, and related functions.
"ResMac" means ResMac Inc., a wholly owned subsidiary of RezyFi and a licensed wholesale independent mortgage bank, which originates and services the mortgage loans underlying Platform offerings.
"Smart Contract" means self-executing code deployed on a blockchain network that governs the creation, transfer, and management of tokens issued through the Platform.
"SPV" means a special purpose vehicle, typically a Delaware limited liability company, formed to hold mortgage assets and issue tokenized interests to investors.
"Token" means a digital asset recorded on a blockchain network that represents an ownership interest, beneficial interest, or other right in connection with a mortgage loan or Mortgage Pool offered through the Platform.
"Third-Party Service Providers" means the external service providers whose technology or services are integrated into or support the Platform, which may include identity verification providers, wallet infrastructure providers, transfer agents, payment processors, and blockchain network operators.
3. Eligibility and Account Registration
3.1. To access Platform Services, you must: (a) be at least 18 years of age; (b) have the legal capacity to enter into binding agreements; (c) not be located in, organized in, or a resident of any country or territory subject to comprehensive U.S. sanctions, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine; (d) not appear on any U.S. government prohibited or restricted persons list, including the OFAC Specially Designated Nationals List; and (e) comply with all applicable laws in your jurisdiction.
3.2. You may be required to create an Account and complete identity verification before accessing certain Platform Services. By registering, you represent and warrant that all information you provide is current, complete, and accurate. You agree to promptly update your information if it changes. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your Account.
3.3. To participate in investment offerings through the Platform, you may be required to complete enhanced verification, which may include: (a) identity verification (KYC) through our approved verification providers; (b) anti-money laundering (AML) screening; (c) verification of accredited investor status or other qualification requirements applicable to the specific offering; (d) verification of entity status and beneficial ownership for trust, corporate, or other entity investors (KYB); and (e) such other verification as may be required by applicable law or the terms of a specific offering.
3.4. We reserve the right to refuse registration, suspend, or terminate any Account at any time, for any reason, including if we reasonably believe that any information you have provided is inaccurate, that you have violated these Platform Terms, or that your continued access poses a legal, regulatory, or security risk.
3.5. You represent that you are not acquiring access to Platform Services or any Tokens for the purpose of resale or distribution in violation of applicable securities laws.
4. Nature of Platform Services; No Advisory Relationship
4.1. RezyFi provides technology infrastructure and operational services for the tokenization of mortgage-related assets. RezyFi is not a broker-dealer, investment adviser, transfer agent, exchange, or alternative trading system. Nothing in these Platform Terms or on the Platform constitutes investment, financial, legal, tax, or regulatory advice.
4.2. Any information provided through the Platform regarding mortgage loans, Mortgage Pools, yield projections, loan performance data, or market conditions is provided for informational purposes only and should not be relied upon as a basis for any investment decision. You should consult your own financial, legal, and tax advisors before participating in any offering.
4.3. RezyFi does not recommend, endorse, or express any opinion regarding the merits of any particular investment opportunity available through the Platform. Past performance of any mortgage loan, Mortgage Pool, or tokenized instrument is not indicative of future results.
4.4. Your relationship with RezyFi is that of a platform user, not a client of an advisory, brokerage, or fiduciary service. RezyFi owes you no fiduciary duty in connection with your use of Platform Services or your participation in any offering.
5. Investment Offerings and Securities Compliance
5.1. Tokens offered through the Platform may constitute securities under federal and state securities laws. Such offerings will be conducted in compliance with applicable exemptions from registration, which may include Section 4(a)(2) of the Securities Act of 1933, Regulation D Rule 506(b), Regulation S, or other applicable exemptions, as specified in the Offering Documents for each transaction.
5.2. Certain offerings may be structured as asset sales rather than securities offerings, where the legal analysis supports such treatment (for example, under the Reves doctrine for whole-loan sales to sophisticated parties). The characterization of any particular offering will be disclosed in the applicable transaction documents.
5.3. By participating in any offering through the Platform, you acknowledge and agree that: (a) you have received, read, and understood the applicable Offering Documents; (b) you are relying solely on the Offering Documents and your own investigation in making your investment decision; (c) you meet the investor qualification requirements specified in the Offering Documents; (d) you understand that Tokens may be subject to transfer restrictions, holding periods, and resale limitations under applicable securities laws; (e) you understand that there may be no public market for the Tokens and that liquidity is not guaranteed; and (f) you are able to bear the economic risk of your investment, including a total loss.
5.4. Transfer restrictions applicable to Tokens, including but not limited to restrictions under Rule 144, Regulation D, and Regulation S, may be enforced through smart contract logic, platform-level controls, or both. You agree not to attempt to circumvent any such transfer restrictions.
5.5. RezyFi may be required to file regulatory notices (such as Form D with the SEC and applicable state blue sky filings) in connection with offerings made through the Platform. You agree to provide any information reasonably requested by RezyFi to facilitate such filings.
6. Blockchain Technology and Token Ownership
6.1. Tokens issued through the Platform are recorded on blockchain networks. You acknowledge and understand that: (a) blockchain transactions are irreversible once confirmed by the network; (b) On-Chain Data, including token ownership records and transaction history, is permanent and may be publicly visible depending on the blockchain network; (c) blockchain networks are operated by decentralized, independent third parties and are not controlled by RezyFi; and (d) blockchain networks may experience congestion, forks, attacks, or other disruptions beyond our control.
6.2. Your Digital Wallet is provisioned and managed through our managed wallet infrastructure provider. You acknowledge that: (a) RezyFi does not directly hold or control private keys associated with your Digital Wallet; (b) wallet infrastructure is provided by a Third-Party Service Provider and is subject to that provider's availability, security practices, and terms of service; (c) while the managed wallet service is designed to eliminate the need for you to manage private keys directly, no system is immune from all security risks; and (d) RezyFi is not liable for any loss of Tokens or other digital assets resulting from failures, vulnerabilities, or unauthorized access related to the wallet infrastructure.
6.3. Smart Contracts governing Tokens issued through the Platform are deployed and managed by RezyFi or its technology service providers. Smart Contracts may include embedded compliance logic such as transfer restrictions, investor whitelisting, holding period enforcement, and distribution mechanisms. You acknowledge that: (a) Smart Contracts are software and may contain bugs, vulnerabilities, or unintended behaviors despite testing and auditing; (b) once deployed, certain aspects of Smart Contracts may be immutable or may only be modified through specific upgrade mechanisms; and (c) RezyFi is not liable for losses arising from Smart Contract execution that occurs as designed or from vulnerabilities in the underlying blockchain network.
6.4. Tokens represent the rights and interests specified in the applicable Offering Documents and transaction agreements. Token ownership is tracked on-chain but the legal rights associated with Tokens are defined by the applicable legal agreements, not by the blockchain record alone. In the event of any conflict between on-chain records and the applicable legal agreements, the legal agreements shall control.
7. Payment and Distributions
7.1. Payments for Token purchases and distributions of principal, interest, or other amounts to Token holders may be processed through fiat currency (ACH, wire transfer) or digital payment methods, as specified for each offering. The specific payment methods, timing, and procedures applicable to any offering will be described in the Offering Documents or communicated to you through the Platform.
7.2. You are responsible for ensuring that your payment information and receiving account details are accurate and current. RezyFi is not responsible for payments misdirected due to inaccurate information provided by you.
7.3. Payment processing may involve Third-Party Service Providers. You acknowledge that: (a) payment processing is subject to the terms, fees, and availability of those providers; (b) processing times may vary and are not within RezyFi's sole control; and (c) RezyFi is not liable for delays, errors, or failures in payment processing caused by Third-Party Service Providers.
7.4. Any fees, costs, or expenses applicable to your use of Platform Services or participation in an offering (including but not limited to transaction fees, platform fees, or payment processing fees) will be disclosed to you before you are required to pay them.
8. Third-Party Service Providers
8.1. The Platform relies on technology and services provided by third parties, which may include identity verification providers, wallet infrastructure providers, payment processors, transfer agents, blockchain network operators, and other service providers. These Third-Party Service Providers operate independently and are subject to their own terms of service, privacy policies, and availability.
8.2. RezyFi does not control, and is not liable for, the acts, omissions, availability, security, or performance of any Third-Party Service Provider. Your use of Platform Services that depend on Third-Party Service Providers is at your own risk.
8.3. RezyFi does not endorse, promote, or custody any digital asset, cryptocurrency, or stablecoin. Any references to specific blockchain networks, digital currencies, or payment technologies on the Platform are for informational purposes and do not constitute an endorsement.
9. User Conduct
9.1. When using Platform Services, you agree not to: (a) provide false, misleading, or inaccurate information; (b) use Platform Services for any unlawful purpose or in violation of any applicable law; (c) attempt to gain unauthorized access to any portion of the Platform, other users' Accounts, or any systems or networks connected to the Platform; (d) interfere with or disrupt the Platform or connected networks; (e) use any automated means (bots, scrapers, spiders) to access the Platform without our express written permission; (f) impersonate any person or entity; (g) attempt to circumvent any transfer restrictions, compliance controls, or security measures built into Smart Contracts or the Platform; (h) manipulate or attempt to manipulate Token prices or markets; (i) use Platform Services in connection with money laundering, terrorist financing, sanctions evasion, or other financial crimes; or (j) take any action that imposes an unreasonable load on Platform infrastructure.
9.2. You acknowledge that violations of applicable securities laws, including offering, selling, or transferring Tokens in a manner not permitted by the applicable Offering Documents or exemption requirements, may result in civil and criminal penalties. RezyFi reserves the right to report suspected violations to applicable regulatory authorities.
10. Data and Privacy
10.1. Your use of Platform Services is subject to our Privacy Policy (available at rezy.fi/privacy) and our Cookie Policy (available at rezy.fi/cookies). By using Platform Services, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy.
10.2. You acknowledge that certain data associated with your use of Platform Services, including token ownership records and transaction history, will be recorded on blockchain networks and cannot be modified or deleted. You should carefully consider what information is associated with your on-chain activity.
10.3. RezyFi may be required to collect, retain, and disclose personal information, financial information, and transaction data to comply with applicable laws and regulations, including but not limited to securities laws, anti-money laundering requirements, tax reporting obligations, and responses to lawful requests from regulatory authorities or law enforcement. You agree to cooperate with any such requirements.
10.4. RezyFi may analyze blockchain data and Platform usage data for security monitoring, compliance checking, platform improvement, and regulatory reporting purposes.
11. Intellectual Property
11.1. All Platform software, interfaces, designs, content, documentation, and other materials provided through Platform Services are the property of RezyFi or its licensors and are protected by applicable intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use Platform Services in accordance with these Platform Terms.
11.2. You may not copy, modify, distribute, sell, lease, or create derivative works based on any Platform materials without our express written permission.
11.3. RezyFi may analyze and use aggregated, de-identified data derived from Platform usage for product improvement, research, and reporting purposes.
12. Disclaimer of Warranties
(A) PLATFORM SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
(B) REZYFI DOES NOT WARRANT THAT PLATFORM SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. REZYFI DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY INFORMATION PROVIDED THROUGH PLATFORM SERVICES, INCLUDING LOAN PERFORMANCE DATA, YIELD CALCULATIONS, OR MARKET INFORMATION.
(C) REZYFI SPECIFICALLY DISCLAIMS ANY WARRANTY OR REPRESENTATION REGARDING: (i) THE PERFORMANCE, VALUE, OR LIQUIDITY OF ANY TOKEN OR INVESTMENT OFFERED THROUGH THE PLATFORM; (ii) THE ACCURACY OR COMPLETENESS OF ANY MORTGAGE LOAN DATA, APPRAISAL, OR VALUATION; (iii) THE OUTCOME OF ANY SMART CONTRACT EXECUTION; (iv) THE AVAILABILITY, SECURITY, OR PERFORMANCE OF ANY BLOCKCHAIN NETWORK; (v) THE AVAILABILITY, SECURITY, OR PERFORMANCE OF ANY THIRD-PARTY SERVICE PROVIDER; (vi) THE DEVELOPMENT OF ANY SECONDARY MARKET FOR TOKENS; AND (vii) THE CONTINUED AVAILABILITY OF ANY PARTICULAR PLATFORM FEATURE OR SERVICE.
(D) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM REZYFI OR THROUGH PLATFORM SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE PLATFORM TERMS.
13. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REZYFI, RESMAC INC., OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, OR AFFILIATES (COLLECTIVELY, THE "REZYFI PARTIES") BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, INVESTMENT VALUE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:
(A) YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE PLATFORM SERVICES; (B) ANY INVESTMENT DECISION YOU MAKE BASED ON INFORMATION OBTAINED THROUGH THE PLATFORM; (C) THE PERFORMANCE OR NON-PERFORMANCE OF ANY MORTGAGE LOAN, MORTGAGE POOL, OR TOKEN; (D) ANY SMART CONTRACT EXECUTION, MALFUNCTION, OR VULNERABILITY; (E) ANY BLOCKCHAIN NETWORK CONGESTION, FORK, ATTACK, OR FAILURE; (F) ANY ACT OR OMISSION OF ANY THIRD-PARTY SERVICE PROVIDER; (G) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA, ACCOUNT, OR DIGITAL WALLET; (H) ANY REGULATORY ACTION, CHANGE IN LAW, OR ENFORCEMENT PROCEEDING; (I) ANY DELAY OR FAILURE IN PAYMENT PROCESSING OR DISTRIBUTION; OR (J) ANY OTHER MATTER RELATED TO PLATFORM SERVICES,
WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ANY REZYFI PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE REZYFI PARTIES ARISING FROM OR RELATED TO THESE PLATFORM TERMS OR YOUR USE OF PLATFORM SERVICES EXCEED THE GREATER OF (i) ONE HUNDRED DOLLARS ($100.00) OR (ii) THE TOTAL FEES ACTUALLY PAID BY YOU TO REZYFI IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
UPON CLOSING OF THE PENDING ACQUISITION, THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL EXTEND TO ECGI HOLDINGS, INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBSIDIARIES, AND AFFILIATES, AND THE DEFINITION OF "REZYFI PARTIES" SHALL BE DEEMED TO INCLUDE SUCH PERSONS AND ENTITIES.
THIS LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY ARISING FROM REZYFI'S WILLFUL MISCONDUCT OR FRAUD.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.
14. Indemnification
You agree to defend, indemnify, and hold harmless the RezyFi Parties from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and regulatory fines) arising from: (a) your access to or use of Platform Services; (b) your violation of these Platform Terms; (c) your violation of any applicable law, including securities laws; (d) any misrepresentation made by you in connection with your Account registration, investor qualification, or participation in any offering; (e) your violation of any third-party right; (f) any claim by a third party arising from your use of Platform Services; or (g) any tax liability arising from your participation in an offering. Upon closing of the Pending Acquisition, this indemnification shall extend to ECGI Holdings, Inc. and its officers, directors, employees, agents, subsidiaries, and affiliates. This indemnification obligation will survive termination of these Platform Terms and your use of Platform Services.
15. Risk Disclosures
15.1. Investment Risk. Investments in tokenized mortgage interests involve significant risk, including the potential for total loss of your investment. Mortgage loans may default. Property values may decline. Interest rates may change. Borrowers may fail to make payments. The SPV or other holding structure may incur costs that reduce returns. There is no guarantee of any return on your investment.
15.2. Liquidity Risk. Tokens may be illiquid. There may be no secondary market for Tokens. Transfer restrictions under applicable securities laws may prevent you from selling or transferring Tokens for extended periods. Even if a secondary trading venue becomes available, there is no assurance of buyer demand or favorable pricing.
15.3. Technology Risk. The Platform relies on blockchain technology, smart contracts, and third-party infrastructure that may contain bugs, experience downtime, or be subject to security vulnerabilities. Blockchain transactions are irreversible. Technology failures could result in delays in distributions, inability to transfer Tokens, or loss of access to your Account or Digital Wallet.
15.4. Regulatory Risk. The legal and regulatory framework governing tokenized securities, blockchain technology, and digital assets is evolving and uncertain. Changes in law or regulation, or enforcement actions by federal, state, or international authorities, could materially affect the value, transferability, or legality of Tokens or the operation of the Platform.
15.5. Third-Party Risk. The Platform depends on Third-Party Service Providers for critical functions including identity verification, wallet infrastructure, payment processing, and transfer agent services. The failure, unavailability, or discontinuation of any of these services could disrupt Platform operations.
15.6. Concentration Risk. Mortgage Pools offered through the Platform may be concentrated in a limited number of loans, geographic regions, property types, or borrower profiles, which may increase risk.
15.7. No FDIC Insurance or SIPC Protection. Tokens and any associated investments are not bank deposits and are not insured by the Federal Deposit Insurance Corporation, the Securities Investor Protection Corporation, or any other governmental agency.
15.8. Pending Acquisition Risk. The Pending Acquisition of RezyFi by ECGI Holdings, Inc. is subject to customary closing conditions and may not close on the anticipated terms or at all. The failure of the Pending Acquisition to close could affect RezyFi's operations, capitalization, and ability to execute its business plan, which could in turn affect Platform Services and any investments made through the Platform.
16. Dispute Resolution
16.1. Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Platform Terms, your use of Platform Services, or any investment made through the Platform (except as specifically excluded below), including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator. The place of arbitration shall be Wilmington, Delaware. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
16.2. Class Action Waiver. YOU AND REZYFI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a class or representative proceeding.
16.3. Exceptions. Notwithstanding the foregoing: (a) either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights; (b) claims eligible for small claims court may be brought there instead of arbitration; and (c) disputes arising under or governed by specific Offering Documents shall be resolved in accordance with the dispute resolution provisions of those documents, which shall control to the extent they conflict with this Section 16.
16.4. Opt-Out. You may opt out of this arbitration agreement by sending written notice to legal@rezy.fi within 30 days of first accepting these Platform Terms. The notice must include your name, mailing address, and a clear statement that you wish to opt out of this arbitration agreement.
16.5. Securities Compliance. Notwithstanding any other provision of these Platform Terms, matters arising under federal or state securities laws remain subject to the jurisdiction of the applicable regulatory authorities and courts. Nothing in these Platform Terms shall be construed to limit or restrict the rights of any regulatory authority.
16.6. On-Chain Records. In any dispute relating to Token ownership, transfers, or distributions, on-chain records may be introduced as evidence. However, in the event of a conflict between on-chain records and the applicable Offering Documents or legal agreements, the legal agreements shall control.
17. Governing Law
These Platform Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. To the extent that any dispute is not subject to arbitration under Section 16, you agree to submit to the exclusive jurisdiction of the courts located in Wilmington, Delaware. Notwithstanding the foregoing, matters arising under federal or state securities laws remain subject to applicable federal and state securities laws and the jurisdiction of the applicable regulatory authorities and courts, including the U.S. Securities and Exchange Commission.
18. Modifications to Platform Terms
We may modify these Platform Terms at any time. Material changes will be posted on the Platform with an updated "Last Updated" date, and we will provide at least 30 days' advance notice for material changes. Notice may be provided by email to the address associated with your Account, by posting a notice on the Platform, or both. Your continued use of Platform Services after any changes are posted constitutes your acceptance of the revised Platform Terms. If you do not agree to any changes, you must stop using Platform Services.
19. Termination and Suspension
19.1. We may terminate or suspend your access to Platform Services at any time, with or without notice, for any reason, including if we reasonably believe that you have violated these Platform Terms, that your continued access poses a legal, regulatory, or security risk, or that we are required to do so by law or regulation.
19.2. Upon termination: (a) your right to access Platform Services will immediately cease; (b) any Tokens you hold will continue to exist on-chain and your legal rights under the applicable Offering Documents will survive termination of these Platform Terms; (c) we will make commercially reasonable efforts to facilitate any distributions owed to you in accordance with the applicable Offering Documents; and (d) we may retain your data as required by applicable law and regulation.
19.3. The following sections of these Platform Terms shall survive termination: Sections 2, 4, 6, 10, 11, 12, 13, 14, 15, 16, 17, and 20.
20. General Provisions
20.1. Entire Agreement. These Platform Terms, together with the Website Terms of Use, Privacy Policy, Cookie Policy, Important Disclosures and Disclaimer (available at rezy.fi/disclaimer), and any applicable Offering Documents, constitute the entire agreement between you and RezyFi with respect to Platform Services.
20.2. Severability. If any provision of these Platform Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
20.3. No Waiver. No failure or delay by RezyFi in exercising any right or remedy under these Platform Terms shall constitute a waiver of that right or remedy.
20.4. Assignment. You may not assign or transfer any of your rights or obligations under these Platform Terms without our prior written consent. RezyFi may assign these Platform Terms to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
20.5. Force Majeure. RezyFi shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, blockchain network failures or disruptions, regulatory actions, or failures of Third-Party Service Providers.
20.6. Headings. Section headings are for convenience only and shall not affect the interpretation of these Platform Terms.
20.7. Future Mobile Application. If we offer Platform Services through a mobile application, additional terms may apply. We will notify you of any such terms before you access Platform Services through a mobile application.
21. Contact Information
If you have questions about these Platform Terms or Platform Services, please contact us at:
RezyFi Inc. 4141 S Nogales St. C102 West Covina, CA 91792 || legal@rezy.fi
For securities-related inquiries: compliance@rezy.fi
For security vulnerabilities: security@rezy.fi