Terms & Conditions

1. Acceptance of Terms

By accessing or using OFFRZ.io ("the Platform"), you agree to be bound by these Terms & Conditions. If you do not agree, do not use the Platform. These terms constitute a legally binding agreement between you and OFFRZ LLC ("OFFRZ," "we," "us," or "our").

2. Securities Disclaimer

Tokens offered on OFFRZ.io are securities under United States federal securities laws. All offerings are conducted under SEC Regulation D 506(c) and are available only to verified accredited investors. Tokens are not registered under the Securities Act of 1933 and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

3. Accredited Investor Requirement

You must be a verified accredited investor to purchase, sell, or transfer property tokens on OFFRZ.io. By using the Platform to trade tokens, you represent and warrant that you meet the SEC definition of an accredited investor and that the information provided during verification is accurate and complete. Misrepresentation of accredited investor status may result in account termination and legal action.

4. Investment Risks

Investing in tokenized real estate involves substantial risk, including but not limited to:

• Possible loss of your entire investment
• Tokens may be illiquid and difficult to sell
• There is no guarantee of returns or revenue distributions
• Real estate values can decline
• Regulatory changes may affect token value or transferability
• The secondary market may have limited activity
• Past performance does not indicate future results

You should not invest more than you can afford to lose. We recommend consulting with a qualified financial advisor before investing.

5. Transfer Restrictions

Tokens are subject to transfer restrictions under Rule 144 of the Securities Act. Tokens may not be transferred during the applicable holding period (typically 12 months from purchase). All transfers must be between verified, compliant users on the Platform. OFFRZ reserves the right to block or reverse any transfer that violates applicable securities laws or Platform policies.

6. Platform Fees

OFFRZ charges a 1% platform fee on all token trades (purchases, sales, and matched orders). Fees are calculated at the time of transaction and deducted automatically. No fees are charged for token transfers between users or for holding tokens. Fee structure is subject to change with 30 days prior notice to registered users.

7. Wallet & Funds

Funds deposited in your OFFRZ wallet are held in a custodial account. OFFRZ is not a bank and deposits are not FDIC insured. You are responsible for maintaining the security of your account credentials, including passwords and multi-factor authentication. OFFRZ is not liable for unauthorized access resulting from your failure to protect your credentials.

8. Blockchain Records

Transactions are recorded on the XRP Ledger blockchain. Blockchain records are immutable and cannot be reversed, modified, or deleted. OFFRZ is not responsible for transactions that are correctly recorded on the blockchain, even if initiated in error by the user. You acknowledge that blockchain transaction data is publicly viewable.

9. KYC/AML Compliance

All users must complete Know Your Customer (KYC) identity verification, Anti-Money Laundering (AML) screening, and (for token purchasers) accredited investor certification before trading. You agree to provide accurate information and to promptly update your information if it changes. Failure to complete or maintain verification may result in account restrictions.

10. Account Termination

OFFRZ reserves the right to suspend or terminate your account for: violation of these terms; fraudulent activity; failure to maintain compliance requirements; providing false or misleading information; or as required by law or regulatory order. Upon termination, your token holdings will be handled in accordance with applicable securities regulations. You may request to close your account at any time, subject to any outstanding obligations.

11. Indemnification

You agree to indemnify and hold harmless OFFRZ LLC, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Platform, your violation of these Terms, or your violation of any applicable law or regulation.

12. Limitation of Liability

To the maximum extent permitted by law, OFFRZ shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the Platform, including but not limited to loss of profits, loss of data, or investment losses. Our total aggregate liability for any claims arising from these Terms shall not exceed the total fees you have paid to OFFRZ in the 12 months preceding the claim.

13. Dispute Resolution

Any disputes arising out of or relating to these Terms or your use of the Platform shall be resolved through binding arbitration administered by the American Arbitration Association in Palm Beach County, Florida. You agree to waive any right to a jury trial or to participate in a class action. Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to prevent irreparable harm.

14. Changes to Terms

We may update these Terms from time to time. Material changes will be communicated to registered users via email at least 30 days before taking effect. The updated Terms will be posted on this page with a revised "Last updated" date. Your continued use of the Platform after the effective date of changes constitutes acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Platform.

15. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions.

16. Contact

For questions about these Terms, contact us at [email protected] or write to: OFFRZ LLC, 401 E Las Olas Blvd, Fort Lauderdale, FL 33301.