Terms and Conditions

LAST UPDATE : August 10, 2024

1. Introduction and Acceptance of Terms

Welcome to SQRBIT™ (“SQRBIT™,” “we,” “us,” or “our“) website/platform/app (www.sqrbit.com), which provides a comprehensive software-as-a-service platform for residential and commercial property tokenization, enabling fractional ownership in a portfolio of properties owned and managed by SQRBIT™ (collectively, the “SQRBIT™ Platform“, “Services”). These Terms of Service (referred to as the “Terms”) apply to anyone who accesses or uses our Site or Services. In addition to these Terms of Service, provisions in our other policies, like our Privacy Policy, or any other agreements you make with us, may also affect your use of or access to our Site or Services. We encourage you to carefully review those agreements and the Privacy Policy.

THESE TERMS OF SERVICE AND OTHER AGREEMENTS ON THE SQRBIT™ PLATFORM GOVERN YOUR USE OF THE SQRBIT™ PLATFORM AND CONTAIN IMPORTANT DISCLOSURES AND REGULATORY INFORMATION RELATED TO THE SERVICES OFFERED. THESE TERMS AFFECT YOUR LEGAL RIGHTS, SO PLEASE READ THEM CAREFULLY.

By accessing our Site, including browsing, or utilizing any of our Services, you (“you” or “User”) agree to accept and comply with the Terms. Certain Services may entail additional terms, either listed in the Terms of Use or presented for your acceptance upon sign-up. In cases of inconsistency between the Terms of Use and additional terms, the latter will prevail.

We strongly advise a thorough reading of the Terms before using or accessing the Services. Violation of any Terms or agreements between you and us may result in termination of our relationship, prohibiting your access or use of the Services or Site, at our sole discretion, with or without notice.

It is your responsibility to regularly review the Terms available at sqrbit.com/terms-conditions. If you do not consent to these terms, kindly refrain from accessing or using any part of the Site or Services.

You consent that the SQRBIT™ Company reserve the right, at their sole discretion and at any time, to terminate your access or use of the Site, wholly or partially, with or without notice. Furthermore, violation of the Terms will lead to an immediate cessation of Site access and Services. Additionally, the SQRBIT™ Company hold the right to modify or discontinue any part of the Services, with or without notice, without incurring liability to you.

Please acknowledge that the SQRBIT™ Company is not real estate brokers, mortgage brokers, or mortgage lenders. We neither assist Users in obtaining financing, solicit lenders, nor negotiate or issue loans secured by liens on real estate.

PLEASE NOTE THAT SECTION 21 OF THIS AGREEMENT CONTAINS PROVISIONS GOVERNING THE RESOLUTION OF CLAIMS BETWEEN YOU AND THE SQRBIT™ COMPANY. SPECIFICALLY, IT CONTAINS AN ARBITRATION AGREEMENT THAT, WITH LIMITED EXCEPTIONS, MANDATES DISPUTES BETWEEN US TO BE RESOLVED THROUGH BINDING ARBITRATION.

IF YOU DO NOT OPT OUT OF THE ARBITRATION AGREEMENT:

(1) YOU AGREE TO PURSUE CLAIMS AND SEEK REMEDIES AGAINST THE SQRBIT™ COMPANY INDIVIDUALLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND

(2) YOU WAIVE YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW OR THROUGH A JURY TRIAL ON YOUR CLAIMS.

ANY DISPUTE OR CLAIM RELATED TO YOUR USE OF THE SITE AND/OR THE SERVICES WILL BE GOVERNED BY AND INTERPRETED UNDER THE LAWS OF THE STATE OF DELAWARE, IN LINE WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT MIGHT APPLY THE LAW OF ANY OTHER JURISDICTION.

PLEASE BE AWARE THAT SECTION 16 (COMMUNICATIONS FROM THE SQRBIT™ COMPANY) OF THE TERMS BELOW INCLUDES YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, TEXT MESSAGE, AND PHONE CALLS.

Recognizing the importance of your privacy, the SQRBIT™ Company have crafted a privacy policy available at https://sqrbit.com/privacy-policy/ (“Privacy Policy”) detailing the collection, use, and disclosure practices regarding any personal information you provide to us. By accessing or using the Site or Services, you agree to the SQRBIT™ Company’s collection and use of your personal information in accordance with the Privacy Policy and the Terms.

2. ELIGIBILITY & RESTRICTIONS

A. ELIGIBILITY: To use the Services, you must be at least 18 years old. By agreeing to the Terms, you confirm that: (a) you are at least 18 years old; (b) you have not previously faced suspension or removal from the Services; (c) you are not a competitor of the SQRBIT™ Company and are not using the Services in competition with them; and (d) your registration and use of the Services comply with all applicable laws and regulations. If you are entering this Agreement on behalf of a company, business, or legal entity, you confirm that you have the authority to bind such entity, its end users, and affiliates to this Agreement. Otherwise, if you lack such authority or disagree with this Agreement, refrain from accepting it and abstain from accessing the Site or using the Services. Certain Service features may necessitate Account registration and acceptance of additional terms, if applicable, incorporated herein or provided on a separate SQRBIT™ Company’s site. If you are representing a company, business, or legal entity, the terms “you” or “your” will encompass such entity, its end users, and affiliates.

We reserve the right, at our discretion, to refuse Services to any individual or entity and/or modify our eligibility criteria.

B. RESTRICTIONS: Understand that certain Services impose restrictions, including, without limitation, on participants domiciled in specific U.S. States and countries worldwide. Generally, your identity must undergo KYC/AML verification, authentication, and screening against government watchlists, like the Office of Foreign Assets Control (“OFAC”). Failure to complete these steps will hinder Account opening (as defined below) or SQRBIT™ transaction participation.

Furthermore, for specific Services provided by the SQRBIT™ Company, participants domiciled in the following countries / states are barred from engaging: Japan, Singapore, Switzerland, Afghanistan, American Samoa, U.S. Virgin Islands, Territory of Guam, Iran, Yemen, Libya, State of Palestine, Puerto Rico, Somalia, the Democratic People’s Republic of Korea, The Northern Mariana Islands, Syria, Republic of Belarus, Republic of Sudan, Transnistria, temporarily occupied territories of Georgia, Western Sahara, Federal Republic of Ambazonia, Kosovo, South Sudan, Canada, United Kingdom, Nicaragua, Trinidad and Tobago, Venezuela, Myanmar, and temporarily occupied territories of Ukraine.

Note that if you reside in any of the above-listed countries, you are ineligible to participate in those specific Services offered by the SQRBIT™ Company, even upon successful completion of the Know-Your-Client (“KYC”) requirements.

3. ACCOUNT REGISTRATIONS & WALLETS

ACCOUNT CREATION & ACCOUNT CLOSURE: To access and utilize specific features and tools offered by SQRBIT, INC. or their service providers in conjunction with the Services, registration for an account (“Account”) and successful completion of our KYC/AML compliance related measures are mandatory. You confirm that: (a) all information necessary for your Account registration is truthful, complete, current, and accurate; and (b) you commit to maintaining the accuracy of this information. Personal information furnished in relation to the Services will be handled in accordance with our Privacy Policy.

PROTECTION: You must employ reasonable and appropriate measures to help secure your access to and use of the Services. In the event you discover any vulnerabilities or breaches concerning your use of the Services, promptly contact SQRBIT, INC and provide details of the vulnerability or breach. You acknowledge and agree that you bear sole responsibility for the security of your account and maintaining control over any user names, passwords, or other codes used to access the Services. Unauthorized third-party access to your account may lead to the loss or theft of funds stored in your account and any associated or linked accounts. You acknowledge and agree that we are not responsible for the upkeep and protection of your account. Additionally, we are not liable for, and you waive any claims against us for any unauthorized access to or use of your account. You are solely responsible for your account’s security. If you notice any irregular or suspicious activity on your account, please notify us immediately.

You understand and consent that your personal information may be necessary, collected, used, and disclosed in accordance with SQRBIT, INC’s Privacy Policy.

THIRD-PARTY ACCOUNTS: Where permissible within the Services, you may link your Account to a valid account on a third-party service (each such third-party service account, a “Third-Party Account”). By linking Third-Party Accounts, you grant SQRBIT, INC. access as per the terms and conditions governing your use of each Third-Party Account. You confirm your right to disclose Third-Party Account login information to SQRBIT, INC. without violating the associated terms or imposing fees or usage limitations on SQRBIT, INC. It’s important to note that if a Third-Party Account or its associated service becomes unavailable or SQRBIT, INC. ‘s access is terminated by you or the third-party service provider, your Account may become inaccessible through the Services.

YOUR RELATIONSHIP WITH THIRD-PARTY SERVICE PROVIDERS LINKED TO YOUR THIRD-PARTY ACCOUNTS IS GOVERNED BY YOUR AGREEMENT(S) WITH THOSE THIRD-PARTY SERVICE PROVIDERS. SQRBIT, INC. IS NOT LIABLE FOR PERSONALLY IDENTIFIABLE INFORMATION PROVIDED TO IT BY THOSE THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF YOUR PRIVACY SETTINGS IN SUCH THIRD-PARTY ACCOUNTS.

ACCOUNT RESPONSIBILITIES: You bear sole responsibility for all activities under your Account. Sharing Account credentials or passwords is strictly prohibited. Usage by others or permitting others to use your Account is not permitted. Promptly inform SQRBIT, INC. of any unauthorized use or suspected breach of your Account or security. SQRBIT, INC. assumes no liability for any loss or damage arising from non-compliance with these requirements. During Account creation, providing your mobile number for text message verification might be necessary. Be aware that text messaging fees from your mobile carrier may apply for verification purposes.

WALLET: Participation in certain Services on the Site, like buying or selling SQRBIT™ tokens, necessitates linking your Binance compatible non-custodial digital wallet, e.g., a Metamask wallet (each a “Non-Custodial Wallet”). Through this Wallet, you can conduct transactions involving digital assets, including SQRBIT™ Tokens, cryptocurrency payments, and specified fees. The option to receive or transfer SQRBIT™ Tokens into your Non-Custodial Wallet is subject to available functionality on the Site. Using Non-Custodial Wallets in these Services implies agreement to the terms and conditions of the respective Non-Custodial Wallet providers. For instance, find Metamask wallet terms and conditions at https://metamask.io/terms.html. Non-Custodial Wallets are not operated, maintained, or affiliated with SQRBIT, INC., and SQRBIT, INC. holds no custody or control over their contents, nor the ability to retrieve or transfer said contents. SQRBIT, INC. bears no responsibility or liability concerning your use of a Non-Custodial Wallet and makes no representations or warranties about how the Services interact with any specific Non-Custodial Wallet. Safeguard your Non-Custodial Wallet credentials and refrain from sharing them. Issues related to your Non-Custodial Wallet should be directly addressed with your wallet provider. The private keys needed to decrypt a Non-Custodial Wallet are your exclusive possession, not SQRBIT, INC.’s. SQRBIT, INC. lacks the capability to aid in accessing or recovering your private keys for your Non-Custodial Wallet.

4. USER CONDUCT

A. Unless specified otherwise, SQRBIT, INC. provides you access to the Services solely for personal, non-commercial use. You agree to access or use the Site only for legal purposes permitted by the Terms of Use. To maintain community standards and adhere to legal obligations, we retain the right to take action, with or without advance notice, in response to any violation of the Terms. This may include: termination of your Account on the Site; restricting or disabling your access to the Site and/or Services; disabling your ability to use the Site and/or Services related to real estate transactions through our Site; restricting your ability to view specific SQRBIT Token transactions or engage with them using our Services; disabling your capacity to use the Services for buying/selling/transferring SQRBIT Tokens; and/or implementing other actions we deem necessary at our sole discretion.

You agree not to violate any law, contract, intellectual property, or other third-party rights, and accept sole responsibility for your conduct and content while accessing or using the Services. Additionally, you agree not to:

(i) without express written permission from SQRBIT, INC., modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works, frame in another webpage, use on any other webpage, transfer or sell any information, software, user lists, databases, products, or services provided through or obtained from the Sites. This includes practices such as “screen scraping,”, “database scraping,” or any other activity intended to obtain user lists or other information;

(ii) damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site;

(iii) obtain or attempt to obtain any materials or information not made readily accessible by SQRBIT, INC. through the Site;

(v) without express written permission from SQRBIT, INC., create links from any website or webpage to any page within the Site. However, with prior written notice to SQRBIT, INC. at support@sqrbit.com, you may create a direct link to the Site. Any link to the Site must be accompanied by a clear and prominent attribution indicating its connection to the Site’s home page.

By linking to the Site, you agree that:

a) you will not use technology altering the appearance of the Site from its typical browser view;

b) your site shall not display or link to other websites containing illegal, obscene, indecent, disparaging, discriminating, or otherwise offensive content;

c) you have duly registered your domain name and hold all necessary rights for its use;

d) SQRBIT™, reserves the right to revoke your permission to create such a link at any time, and you agree to immediately comply with any such request.

(vi) access the Services from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Services, unless you have our written permission first;

(vii) use the Services – including through disseminating any software or interacting with any API – in a way that could damage, disable, overburden, or impair the functioning of the Services in any manner;

(viii) bypass or ignore instructions that control access to the Services, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to the Site;

(ix) use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Services, extract data, or otherwise interfere with or modify the rendering of Services pages or functionality;

(x) reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Services, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services;

(xi) attempt to circumvent any of the SQRBIT™ Company’s fees;

(xii) use the Services or data collected from our Services for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);

(xiii) use the Services for money laundering, terrorist financing, or other illicit finance activity;

(xiv) use the Services to carry out any financial activities subject to registration or licensing;

(xv) use the Services to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;

(xvi) use the Services to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;

(xvii) infringe or violate the intellectual property rights or any other rights of others;

(xviii) create or display illegal content, such as content that may involve child sexual exploitation;

(xix) transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;

(xx) directly or indirectly decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services;

(xxi) contact any seller that you first learned of on the Site for any purpose other than to purchase real estate being sold by such seller on the Site;

(xxii) modify translate, or otherwise create derivative works of any part of the Services;

(xxiii) use the Services for any illegal or unauthorized purpose, including creating or displaying illegal content, such as content that may involve child sexual exploitation, or encouraging or promoting any activity that violates the Terms; and

(xxiv) use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Services.

5. CONTENT; THIRD-PARTY CONTENT & SITES

A. Content; Restrictions. You may make your Content available on or through the Services as per this Agreement. You affirm and warrant that (i) Your Content (as defined herein) is original and does not infringe, misappropriate, or violate any rights, including intellectual property rights, rights of publicity, or privacy of any person; (ii) Your Content does not contain any obscene, libelous, defamatory, abusive, or inappropriate content; and (iii) SQRBIT, INC.‘s utilization of Your Content in compliance with the Terms will not infringe, misappropriate, or otherwise violate any person’s rights, including intellectual property rights, or rights of publicity or privacy. You acknowledge that you, NOT SQRBIT, INC., are entirely responsible for all Your Content uploaded, posted, e-mailed, transmitted, or otherwise made available through the Services.

B. Third-Party Content. The Services may present or include data, materials, information, or other Content provided by a third party, including, without limitation, (i) Your Content; (ii) Content and information other Users provide to us or upload to the Services; and (iii) Content and information posted or provided by our service providers, or any third-party multiple listing service, broker, or agent (all such Content, “Third-Party Content”). You recognize that all Third-Party Content on the Services originates from the party responsible for it. To the maximum extent permitted by applicable law, SQRBIT, INC. disclaims all liability for Third-Party Content.

SQRBIT, INC. is NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR ANY CONTENT OR INFORMATION PROVIDED BY, ANY THIRD PARTY. SQRBIT, INC. reserves the right to, but is not obligated to, control or vet Third-Party Content for accuracy. THE VIEWS EXPRESSED IN THIRD PARTY CONTENT ON THE SERVICES, INCLUDING WITHOUT LIMITATION POSTS TO FORUMS AND EMAILS, DO NOT NECESSARILY REPRESENT OR REFLECT THE VIEWS OF SQRBIT, INC.

C. Third-Party Sites. The Services may contain links to websites and other content hosted by third parties (“Third-Party Sites”). SQRBIT, INC. provides access to these Third-Party Sites solely for your convenience. Before accessing, using, or sharing any information with a Third-Party Site, review its applicable terms or privacy policy. SQRBIT, INC. might not notify you that you are leaving the Services and subject to another website’s terms and conditions not under SQRBIT, INC.’s control. SQRBIT, INC. does not review, approve, monitor, endorse, warrant, or make representations concerning any features, content, advertising, products, or other materials on or available through Third-Party Sites, even if initially accessed via a link on the Site. You agree that SQRBIT, INC. bears no liability arising from your use of or access to any Third-Party Sites.

6. INTELLECTUEL PROPERTY

A. Ownership of Intellectual Property: Unless otherwise stated in this Agreement, SQRBIT, INC. and its licensors retain complete rights, title, and interest in the Services and associated materials. All Content within the Services is safeguarded by copyright, trademark, and other pertinent laws.

B. License Grant: Subject to adherence to the Terms, SQRBIT, INC. grants Users a limited, non-transferable license to access and utilize the Services. This license does not constitute a sale of the Services, and SQRBIT, INC. retains absolute rights and interest in the Services and their components.

C. Usage Limitations: Users are prohibited from modifying, decompiling, reproducing, or deriving commercial benefit from the Services. Unauthorized use of SQRBIT, INC.’s trademarks or intellectual property is strictly forbidden. Automated querying of the Services requires express written permission. Displaying, distributing, or selling Service information is not allowed unless expressly permitted.

D. Copyright Infringement: Notifications of claimed copyright infringement must be directed to SQRBIT, INC.’s designated agent in accordance with applicable laws.

7. RESTRICTIONS

A. Prohibited Content: Users shall not transmit Content unrelated to appropriate subjects, misleading information, or any content that violates laws or infringes upon the rights of others.

B. Compliance with Laws: Users shall comply with all local, state, national, or international laws and regulations while using the Site.

C. Violation of Terms: Users shall refrain from engaging in any transaction that violates the Terms of Use.

8. BSA / KYC / AML COMPLIENCE MEASURES

A. Regulatory Compliance: Our Services comply with BSA, KYC, AML, and CTF provisions mandated by U.S. federal law, aimed at preventing financial crimes like money laundering and terrorist financing. SQRBIT, INC. prohibits fraudulent transactions, reports suspicious activities, and actively prevents illegal financial activities.

B. Patriot Act Requirements: Section 326 of the Patriot Act necessitates information verification for new Users to combat terrorism funding and money laundering.

C. Background Checks: SQRBIT, INC. reserves the right to request additional information or conduct background checks as per applicable laws.

D. Source of Funds: Users confirm that funds utilized on the Site, including those in Non-Custodial Wallets, are not derived from criminal activities.

E. Sanctions Programs Compliance: SQRBIT, INC. complies with OFAC and other applicable sanctions programs and may take necessary actions to adhere to these laws, ensuring regulatory compliance.

F. AIRDROP Participants:

To participate in the SQRB Utility Token airdrop program, each individual must have their wallet address. No users can join from restricted countries list. If the airdrop program is on CEX exchanges, no KYC verification is needed.
Each individual is eligible to win only once the maximum allocation is 5,000 SQRB Tokens per BSC wallet address/ participant.
Qualified airdrop winners will receive their tokens exactly one year after the program ends due to securities rules and regulations.
SQRBIT™ reserves the right to disqualify Airdrop participants who engage in malicious activities, such as creating multiple or fake accounts, or using fake referrals to manipulating the balance.
SQRBIT™ reserves the right to halt or discontinue the event with sole discretion.
SQRBIT™ reserves the right to cancel or amend the event rules with sole discretion.
SQRBIT™ reserves the right to the final interpretation of the results of these events.

G. Prohibited Activities: The Site prohibits use for illegal activities, including but not limited to, operations on dark markets or any activity that breaches laws or facilitates unlawful activities.

RECITALS FOR SQRX TOKEN

The SQRBIT™ SQRX Token Purchase Agreement (“Agreement”) sets forth the terms and conditions under which purchasers may buy SQRX tokens for participation in tokenized real estate portfolios offered by SQRBIT™. The SQRBIT™ Platform is a cutting-edge solution specializing in tokenized real estate services and advanced online tools. It enables investors to seamlessly access, evaluate, and invest in various real estate opportunities.

Through the use of blockchain technology, SQRBIT™ promotes transparency, security, and liquidity, simplifying participation in the real estate market. Investors can diversify their portfolios, hold fractional ownership of high-value properties, and enjoy the benefits of tokenized real estate investments without traditional complexities.

(A) Platform Overview and Investor Onboarding

The Company has fully developed the SQRBIT™ Platform (the “Services”) and made it accessible to eligible investors. To access the platform:

Registration and KYC/AML Verification: Investors must register an account and complete Know Your Customer (KYC) and Anti-Money Laundering (AML) verification. This ensures compliance with regulatory requirements and promotes a safe environment for all users.
Whitelisted Wallet Requirement: Investors must provide a whitelisted wallet address approved by the platform to participate in token purchases and complete transactions. Only wallets that pass the platform’s compliance check will be allowed to buy and hold SQRX tokens.
SEC Compliance and Regulatory Exemptions:
- SQRBIT, Inc. will be fully compliant with the U.S. Securities and Exchange Commission (SEC) and offer tokenized real estate investment under two Act exemptions:
  - Regulation S: Sales to non-U.S. investors outside the United States.
  - Regulation D Rule 506(c): Sales to U.S. accredited investors who meet the defined criteria.

These measures ensure that all transactions conducted on the platform align with relevant regulatory frameworks, providing both investors and the platform with legal safeguards.

(B) Token Sales and Geographic Restrictions

SQRX token sales will only take place on the SQRBIT™ Platform. The sale will be conducted in accordance with regulatory frameworks and restrictions to ensure compliance.

Restricted Countries: As outlined in Clause 1.1, token sales will exclude certain jurisdictions due to legal and regulatory restrictions.
Eligible Participants: Investors participating in the token sale must meet platform eligibility criteria and confirm that they are not residents of restricted countries.
Platform Exclusivity: The token sale will not be conducted on any other platforms, ensuring exclusivity to registered investors on the SQRBIT™ Platform.

(C) Purpose of SQRX Token Purchases

The Purchaser acknowledges that the primary purpose of acquiring SQRX tokens is to obtain fractional economic rights in the tokenized real estate portfolios managed by SQRBIT™. Each SQRX token represents a proportional interest in the portfolio of properties available for investment on the SQRBIT™ platform.

By holding SQRX tokens, investors indirectly participate in real estate ownership, with potential returns derived from property income, such as rental revenue, and property value appreciation. Additionally, SQRX tokens may provide liquidity opportunities as compliant secondary market trading becomes available, subject to applicable regulatory requirements.

Ownership and Management Rights: The Purchaser acknowledges that SQRBIT™ retains full legal ownership and operational control over the underlying real estate assets. SQRX token holders possess fractional economic interests in SQRBIT’s real estate portfolios, linked to the number of SQRX tokens they hold. While this entitles Purchasers to proportional economic benefits derived from the portfolio, SQRBIT™ maintains sole authority over property management, leasing, sales, and strategic decisions.

(D) Purchase Terms and Minimum Investment

The Purchaser agrees to purchase a minimum of $500 worth of SQRX tokens under the terms and conditions outlined in this Agreement. The total purchase price, along with the corresponding number of tokens, will be confirmed upon offer acceptance.

Payment Terms: Payment for token purchases must be made using approved cryptocurrencies or fiat currency as permitted by the platform.
Lock-Up Period: All purchased tokens will be subject to a lock-up period of 12 months, in compliance with securities regulations. During this period, the tokens cannot be transferred or sold on secondary markets.
Ownership Confirmation: Upon completing the purchase and receiving confirmation from the platform, the Purchaser’s ownership will be recorded on the blockchain ledger, ensuring secure and transparent tracking.

(E) Compliance and Investor Obligations

The Purchaser agrees to comply with all regulatory and legal obligations associated with the purchase of SQRX tokens. This includes adhering to the platform’s KYC/AML policies and refraining from any prohibited activities outlined in the platform’s terms of service.

The Purchaser further acknowledges the following:

Risk Disclosure: Investing in tokenized real estate carries inherent risks, including the possibility of fluctuations in token value and changes in market conditions. The Purchaser accepts full responsibility for any investment risks.
No Guaranteed Returns: SQRBIT™ does not guarantee specific returns, as real estate investments are subject to market performance and other external factors.
Secondary Market Trading: The availability of secondary market trading for SQRX tokens will depend on regulatory approvals and platform readiness.

(F) Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

Dispute Resolution: Any disputes arising from or related to this Agreement will be resolved through binding arbitration conducted in Delaware.
Indemnification: The Purchaser agrees to indemnify and hold harmless SQRBIT™ from any claims, liabilities, or losses resulting from the Purchaser’s breach of this Agreement.

(G) Participation in Completed or Pre-Construction Projects: Tokenization and Profit Distribution

SQRBIT™ provides unique opportunities for investors to participate in the tokenization of completed or pre-construction projects, unlocking value as these projects progress from construction to completion.

Tokenization of New Residential Units

During the early phases of a pre-construction project, the project is tokenized even before obtaining title ownership. This allows investors to participate in the project’s potential growth from the beginning. Once construction is completed and titles are transferred to SQRBIT™, the residential units are officially added to the platform’s real estate portfolio.

Appreciation in Token Value: SQRX security tokens represent fractional ownership in the tokenized project, and their value is expected to increase once the title transfer is finalized, reflecting the market value of the newly completed units.
SQRX Token Holders’ Ownership Rights: Investors who hold SQRX tokens associated with the development will benefit from the enhanced property value as the units transition from development to full ownership under SQRBIT™.

Income and Sale Proceeds Distribution

Upon completion, the residential units may either generate rental income or be sold, providing SQRX token holders with multiple revenue streams.

Rental Income:
If the units are rented, net rental income will be distributed monthly to token holders, based on the proportion of tokens held. This ensures a steady income stream for investors, aligning with the real estate market’s cash flow dynamics.
Sale Proceeds:
If the units are sold instead of rented, the proceeds from the sale will be distributed proportionally to token holders, ensuring that each investor receives their fair share of the profits according to their token holdings.

Through this model, SQRBIT™ enables investors to participate in the life cycle of real estate development—from construction to ownership, income generation, and eventual sale—maximizing potential returns. The platform ensures that investors benefit from both appreciation in token value and profit distributions, offering a flexible and rewarding investment experience.

(H) How Is Platform Income Distributed To SQRX SECURITY TOKEN Holders?

SQRBIT™ generates revenue from multiple sources, including rental income, profits from real estate asset sales, and development projects. The allocation of profits is structured as follows:

10% for Buy-Back and Burn:
- 10% of the profits will be allocated to a buy-back and burn program, which reduces the circulating supply of SQRX tokens. This mechanism is designed to potentially increase the value of the remaining tokens, benefiting long-term token holders.
50% for Token Holder Distribution:
- 50% of the profits will be distributed to SQRX security token holders. The distribution will be based on the number of tokens held or staked on the SQRBIT™ platform, rewarding investors for their participation and loyalty.
40% for Company Operations:
- 40% of the profits will be retained by the company to cover operational costs, taxes, and regulatory expenses. These funds will also support the ongoing management and expansion of SQRBIT’s real estate investment portfolio, ensuring sustainable growth.

This structured profit allocation ensures that the platform remains compliant with legal and financial regulations while maximizing value for token holders and maintaining the company’s long-term objectives.

(J) Entire Agreement

This Agreement constitutes the entire understanding between the Purchaser and SQRBIT™ regarding the purchase of SQRX tokens. It supersedes all prior agreements, understandings, and communications, whether oral or written, relating to the subject matter herein.

9. SQRB TOKENS

You have thoroughly evaluated the risks associated with using the Services, including risks linked to token technologies, acknowledging the potential loss of all owned tokens. Unless authorized on behalf of a third party and upon our agreement, you will solely utilize legally owned tokens. We reserve the right to request written authorization from any third party, affirming your authority to transact tokens on their behalf. The Services must not be utilized to disguise proceeds or engage in activities that violate applicable laws, dealing in contraband tokens or their proceeds. The price and liquidity of blockchain assets are highly volatile and subject to significant fluctuations. Other digital asset price changes can substantially impact tokens, also subject to considerable price volatility. Legislative and regulatory shifts at provincial, federal, and international levels may adversely affect token use, movement, trade, and value. Recovering damages from fraudulent or unintended transactions may not be feasible. Digital asset transactions are deemed complete once recorded on a public ledger, which may differ from the initiation time. Token value may hinge on market participants’ willingness to exchange fiat currency or digital assets, potentially resulting in the complete and irreversible devaluation of a specific asset.

10. SQRBIT™ PLATFORM FEES

ZERO Fees On The SQRBIT™ Platform

You pay ZERO transaction or Tax fees for sending your SQRB Utility tokens. You’ll only pay GAS fees for the Binance Blockchain Network.

0% (ZERO) tokenization fee for RWA issuers
0% (ZERO) trading fee for buying tokens on the platform
0% (ZERO) liquidation fee when trading SQRB
0% (ZERO) moving fee when you transfer SQRB token to any DEX or CEX

Gas Fees on Binance Blockchain: Binance Blockchain Gas Fee refers to the fee charged for processing transactions on the Binance Blockchain. Similar to other blockchain networks, such as Ethereum, transactions on Binance Smart Chain require computational resources, and users need to pay a fee, known as gas fee, to compensate the network validators who execute and validate these transactions. This fee helps maintain the security and efficiency of the network.

11. THIRD-PARTY SERVICES PROVIDERS

A. Use of Third-Party Services: Certain Services may mandate the use of Third-Party Services. You are responsible for reviewing and understanding the terms governing these services. The third party assumes responsibility for their services’ performance.

12. ASSUMPTION OF RISKS

A.(a) You understand and agree that the buying and use of SQRB Utility Token is subject to certain risks, including, without limitation:

(i) A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of SQRB Token;

(ii) The regulatory regime governing blockchain technologies,, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Services and the utility of SQRB Token;

(iii) Transactions involving SQRBIT Tokens may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable;

(iv) SQRBIT Tokens are subject to the risk of fraud, counterfeiting, cyber-attacks and other technological difficulties which may prevent access to or use of your SQRB Tokens; and

(v) We do not control the public blockchains that you are interacting with. Additionally, blockchain transactions are irreversible and the SQRBIT™ Company has no ability to reverse any transactions on the blockchain.

A.(b) You understand and agree that the buying and use of SQRX Security Token is subject to certain risks, including, without limitation:

(iii) Transactions involving SQRBIT Tokens may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable;

(iv) SQRBIT Tokens are subject to the risk of fraud, counterfeiting, cyber-attacks and other technological difficulties which may prevent access to or use of your SQRX Tokens; and

B. You understand and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself. The SQRBIT™ Company do not give any advice or recommendations regarding SQRBIT™ Tokens sold or purchased on the Site. You understand and agree that you access and use SQRBIT™ Tokens at your own risk. You understand and agree that the SQRBIT™ Company will not be responsible for any communication failures, disruptions, errors, or distortions you may experience when using SQRBIT™ Tokens or the Site.

13. TAXES

You agree that you are solely responsible for determining what, if any, taxes apply to your transactions, including Real Estate rental income, or profit from sales, dividend payments from SQRBIT™, or SQRBIT™ Tokens transactions. The SQRBIT™ Company are not responsible for determining the taxes that may apply to your transactions, including your SQRBIT™ Tokens transactions.

14. DISCLAIMER OF WARRANTIES

A. You expressly understand and agree that: Your use of and reliance upon any and all of the Site, Services And/or Content is at your sole risk and is made available on an “As Is” and “As Available” basis. The SQRBIT™ Company make no express or implied representations, warranties, or guarantees with regard to the appropriateness, accuracy, sufficiency, correctness, value, completeness, or timeliness of the Site, Services And/or Content. The SQRBIT™ Company expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

B. We are not responsible for the conduct, whether online or offline, of any User. We cannot guarantee and do not promise any specific results (relating to investments or otherwise) from use of Site and/or the Services.

C. The Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission of information on the Site. We are not responsible for any problems or technical malfunction of any communications or any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof. Under no circumstances will we be responsible for any loss or damage, including any investment losses or any personal injury or death, resulting from anyone’s use of the Services.

D. We reserve the right to change any and all Content contained in the Site and any Services offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the SQRBIT™ Company.

E. SQRBIT TOKENS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE BINANCE BLOCKCHAIN. ANY SQRBIT TOKEN TRANSFERS OR SALES OCCUR ON THE BINANCE BLOCKCHAIN. THE SQRBIT™ COMPANY CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OF SQRBIT TOKENS OR RIGHT IN ANY UNDERLYING REAL ESTATE REPRESENTED BY SQRBIT TOKENS.

G. THE SQRBIT™ COMPANY IS NOT LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE TOKEN. THE SQRBIT™ COMPANY IS NOT RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE SQRBIT™ TOKENS TRANSACTIONS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.

15. MORTGAGE-RELATED DISCLOSURES

A. The SQRBIT™ Company do not confirm or guarantee:

(i) Any information in loan-related requests or inquiries.

(ii) Any information regarding consumers, potential borrowers, or advertisers.

(iii) Any ratings or feedback about advertisers, lenders, brokers, or loan professionals.

B. The SQRBIT™ Company do not guarantee borrower-provided information, specific loan terms from advertisers, lenders, or brokers, nor guarantee any individual’s ability to secure loans or specific rates.

C. The SQRBIT™ Company is not involved in lending, mortgage brokering, or loan origination. They do not aid in obtaining loans, setting terms, or making loan decisions.

D. The SQRBIT™ Company do not offer or solicit loans or loan applications.

E. The SQRBIT™ Company do not handle loan applications, pre-qualifications, or pre-approvals.

F. Requests or agreements for loan-related information are not treated as orders or transactions for credit or loan products by the SQRBIT™ Company.

G. The SQRBIT™ Company do not endorse lenders, borrowers, or any offerings from lenders, brokers, or mortgage professionals.

H. Mortgage-related ads are not offered for any loan-related transactions.

I. The SQRBIT™ Company are not agents for consumers, borrowers, or advertisers, lenders, brokers, or loan professionals.

J. The SQRBIT™ Company provide advertising and facilitation services but do not make loan-related decisions.

K. Decisions regarding loans, applications, or commitments are made by lenders or brokers, including participating advertisers.

L. The SQRBIT™ Company assume no responsibility for loan-related decisions or actions of lenders, brokers, or loan professionals.

M. These disclosures reflect the SQRBIT™ Company’s conclusions and do not hold them liable for assertions or findings by any party other than SQRBIT Company.

16. COMMUNICATIONS

By using the Services or entering this Agreement, you consent to receive communications from us, including emails, texts, and calls. Texts and calls may be generated automatically. Communications may include operational updates, service features, promotions, or news from SQRBIT™ Company and affiliates.

17. INDEMNIFICATIONS

You agree to defend, indemnify, and hold SQRBIT™ Company, their agents, and affiliates harmless from claims, liabilities, and expenses arising from your use of the Services, violation of this Agreement, non-compliance with laws, Your Content, or infringement of any party’s rights.

18. LIMITATION OF LIABILITY

A. The SQRBIT™ Company are not liable for indirect, consequential, or incidental damages arising from the Agreement or your use of Services, unless prohibited by law. If you disagree with this Agreement or have claims against the SQRBIT™ Company, your sole remedy is to terminate your Account or discontinue Services. The maximum liability will not exceed the fees paid under this Agreement or one hundred dollars ($100). Claims must be brought within twelve (12) months of the event. The limitations in this section survive Agreement termination.

B. The SQRBIT™ Company is not liable for user interactions or the quality of services offered by third parties. They do not guarantee the quality or accuracy of third-party content or services provided through the Services.

19. REPRESENTATIONS AND WARRANTIES

A. By agreeing to the Terms, you represent and warrant that:

(i) You are at least 18 years of age (any use of or access to the SQRBIT™ Site by anyone under 18 is unauthorized, unlicensed and in violation of the Terms);

(ii) You have the full right, power, and authority to agree to the Terms;

(iii) You are not subject to any financial sanctions, embargoes or other restrictive measures imposed by the United Nations, European Union, any European Union country, HM Treasury of the United Kingdom or United States’ OFAC, or any governmental authority in any jurisdiction in which the SQRBIT™ Site is available;

(iv) You are not a citizen or resident of any of the following countries: Belarus, Central African Republic, Cote d’Ivoire (Ivory Coast), Cuba, Democratic Republic of the Congo, Iran, Iraq, Lebanon, Liberia, Libya, Myanmar (Burma), North Korea, Somalia, Sudan, Syria, Zimbabwe;

(v) The Services may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone in the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Countries and not on any such Restricted Party Lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.

(vi) You are not impersonating any other person;

(vii) You are compliant with all applicable laws to which you are subject; and

(viii) You have read, understood and agreed to our Privacy Policy.

20. MISCELLANEUS

For any transaction through the Site, we may undertake customer due diligence measures and seek mandatory information as required for KYC verifications. Your consent for the use of personal data, sourcing data, and sharing with third parties for compliance with applicable laws and regulations is implicit. We adhere to industry practices for information security, data protection, and privacy laws during such processing.

21. GENERAL TERMS

GOVERNING LAW: These Terms, your usage of the Services, your rights and obligations, and all actions contemplated by, arising out of, or related to these Terms shall be governed by the laws of Delaware. It’s deemed that your use of the Services as outlined in these Terms occurred in Delaware and is subject to Delaware’s internal laws without considering its conflicts of laws provisions.

RELATIONSHIP of THE PARTIES: These Terms do not establish a partnership, joint venture, or agency relationship between you and SQRBIT, INC or any of its affiliates. You understand and accept that the SQRB Utility Tokens and SQRX Security Tokens do not represent or confer any ownership right, stake, share or security, or equivalent rights, or any right to receive future revenue share or profits, intellectual property rights, or any other form of participation in or relating to the Company, or their respective affiliates, including the governance of the SQRBIT Company and SQRBIT Portfolios.

SEVERABILITY and ENTIRE AGREEMENT: If any word, clause, or provision of these Terms is found to be unconstitutional or unenforceable, it will be severed from the remainder without impacting the validity or enforceability of the remaining part. These Terms represent the complete agreement between us concerning your access to and use of the Services and Content, superseding any prior negotiations or understandings. These Terms survive the termination or expiration of this agreement.

NO CLASS ACTIONS: Disputes must be brought on an individual basis only and may not be brought as a plaintiff or class member in any supposed class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are prohibited. If a dispute proceeds in court instead of arbitration, each party knowingly and irrevocably waives any right to a trial by jury in any action, proceeding, or counterclaim. However, this does not preclude either party from participating in a class-wide settlement of claims.

SEVERABILITY: If any part of this Section is deemed illegal or unenforceable, the remainder shall remain in effect. However, if a finding of partial illegality or unenforceability would permit class or representative arbitration, this Section will be entirely unenforceable. Nothing herein will be interpreted to waive or restrict the right to seek public injunctive relief or any other non-waivable right pending a ruling on the substance of such claim from the arbitrator.

NO PARTNERSHIP or EMPLOYMENT: No joint venture, partnership, or employment exists between you and SQRBIT™ Company due to these Terms. SQRBIT’s performance is subject to existing laws and legal processes.

BREACH: We reserve the right to suspend or terminate your membership for any breach of this Agreement or if we are unable to verify the information you provide.

INTERPRETATION of THE TERMS: In case of any invalid or unenforceable provision, it shall be replaced by a valid provision. The Terms constitute the entire agreement between you and SQRBIT™ Company regarding the Site.

LEGAL COMPLIENCE: You shall comply with all applicable laws regarding your use of the Services and real estate transactions.

UPDATES: You agree to keep us informed of changes in your contact details for continued communication.

PRIVACY: By using the Services, you consent to the transfer and processing of your personal data in the United States.

AUTHORIZATION: Third-Party Applications integrated with the Services have their own terms and conditions. SQRBIT™ Company is not responsible for the behavior or content of Third-Party Applications.

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