Terms of Service

Terms of Service for Subunit

Last Updated: [April 2025]

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. 1. Acceptance of Terms and Membership Criteria

1.1 Binding Agreement

By accessing or using the Subunit platform, including any associated websites, applications, smart contracts, or services operated by Subunit Labs LLC (“Subunit,” “we,” or “us”), you (“you,” “User,” or “Member”) acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service (the “Terms”). You must not use or access the Platform if you do not agree to any provision of these Terms.

1.2 Eligibility

Access to the Platform is limited to individuals who:

• Are at least 18 years of age (or the legal age of majority in their jurisdiction),

• Possess the legal capacity to enter into binding contracts, and

• Are not subject to sanctions, export restrictions, or any other legal prohibitions under applicable law (including, without limitation, OFAC or similar regulatory restrictions).

We reserve the right to restrict or deny access to any user or wallet address for compliance, security, or risk-based reasons at our sole discretion, including but not limited to addresses linked to suspicious or sanctioned activity.

1.3 Membership Model

Subunit operates as a private real estate investment club. Participation is by invitation or approval only, and certain Platform features may be restricted to verified or whitelisted Members. By joining the Platform, you acknowledge that you are entering a private member community and are not participating in a public offering of securities or a public investment scheme.

As a condition of membership, you agree to:

• Actively participate in governance activities as described in these Terms,

• Engage with the Subunit community in good faith, and

• Abide by all applicable DAO rules, operating agreements, and voting protocols.

1.4 Wallet Access and Self-Custody Use of the Platform requires connecting a compatible non-custodial digital wallet (e.g., a Web3-enabled wallet). You are solely responsible for the security of your wallet credentials, including safeguarding private keys and access devices.

Subunit does not custody, control, or recover user assets. All transactions are conducted via self-executing smart contracts on public blockchain networks. You understand and accept that your wallet address, token holdings, and transaction history may be publicly visible and traceable.

We reserve the right to suspend access to the Platform for any wallet address reasonably believed to be:

• Associated with prohibited jurisdictions,

• Engaged in malicious or illegal behaviour, or

• In violation of these Terms or applicable law.

1.5 Updates to These Terms

We may amend or update these Terms at any time to reflect changes in law, technology, platform functionality, or governance procedures. When we do, we will post the revised version with a new “Last Updated” date. You are responsible for reviewing these Terms periodically.

If we make material changes, we may provide additional notice or request your explicit consent, as required by law. Once any updated terms are in effect, your continued use of the Platform constitutes your binding acceptance of the revised Terms.

2. Definitions

For the purposes of these Terms, the following capitalized terms have the meanings set forth below. Additional capitalized terms may be defined elsewhere within these Terms:

• "Active Participation" means sustained and meaningful involvement in DAO governance or operational engagement, such as voting on proposals, staking tokens, participating in committee work, or any other contribution defined by Platform governance that may be required to receive distributions, incentives, or privileges.

• "Member" or "User" refers to any individual or entity that accesses or uses the Platform and is part of the Subunit investment club community.

• "Platform" means the Subunit online interface, smart contracts, applications, and any related infrastructure, protocols, or services that facilitate real estate tokenization and governance.

• "Property DAO LLC" refers to a decentralized autonomous organization structured as a Wyoming limited liability company, formed for the purpose of owning a specific real estate asset. UNIT Token holders become members of the respective Property DAO LLC and govern it according to a DAO Operating Agreement and smart contract rules.

• "SubPoints" are non-transferable reward points awarded to Members for verifiable governance or ecosystem contributions, such as voting, liquidity provision, or project development. SubPoints may be redeemable for SUB Tokens, but they carry no independent monetary value and are not themselves financial instruments.

• "Subunit Labs LLC" ("Subunit Labs" or the "Company") is the service provider that maintains and develops the Subunit community, including its web interface, smart contract systems, compliance mechanisms, and administrative tooling.

• "Subunit Protocol DAO” refers to the decentralized autonomous organization responsible for governing platform-level parameters, fee allocations, treasury usage, and protocol upgrades through SUB Token governance and off-chain voting mechanism (snapshot voting).

• "$SUB Tokens" are the native governance and utility tokens of the Subunit Platform. Holders of $SUB Tokens participate in the Subunit Protocol DAO, where they may vote on platform-wide matters such as protocol upgrades, treasury management, incentive structures, fee parameters, and other initiatives affecting the Subunit ecosystem as a whole. $SUB Tokens do not represent ownership of Subunit Labs LLC, Property DAO LLCs, or any specific assets, and confer no rights to dividends, profits, or passive returns.

• $STS Tokens "$STS Tokens" are non-transferable staking receipt tokens issued to users who deposit USDC into the Subvault. $STS Tokens represent a member’s share of the Subvault and confer voting rights within the Subvault DAO, which governs the pooled capital used to acquire real estate properties. $STS Tokens allow members to participate in decisions regarding property onboarding and vault operations but do not represent ownership of specific properties until converted into $UNIT Tokens following an acquisition.

• $UNIT Tokens "$UNIT Tokens" are property-specific membership tokens representing fractional ownership and governance rights in individual Property DAO LLCs. Each $UNIT Token holder is a member of the corresponding Property DAO LLC, with voting rights related to budgeting, property maintenance, rental policies, and sale decisions for the associated real estate asset. $UNIT Tokens confer participation rights in the governance of the property, but do not guarantee income, profits, or any specific financial returns.

• "Treasury" refers to the SubVault DAO-managed pool of funds collected via Platform fees. The Treasury may be allocated to cover development, funding maintenance, legal reserves, liquidity, or other community-approved uses.

• "UNIT Tokens" (also referred to as "Property Tokens" or "UNITs") are blockchain-based membership tokens that represent fractional interests in individual Property DAO LLCs. UNIT Tokens confer membership rights and obligations in the associated real estate DAO.

These definitions are intended to clarify usage and interpretation but shall not limit broader contextual meanings. In the event of ambiguity, these Terms shall be interpreted in favor of advancing the cooperative objectives of the Subunit investment club and the shared governance model it supports.

3. Description of Services

3.1 Platform Overview

Subunit is a blockchain-based real estate tokenization platform that enables Members to acquire fractional ownership in real estate properties and participate in a cooperative governance ecosystem. Through the Platform, users can acquire:

• UNIT Tokens, representing fractional membership interests in property-specific DAO LLCs; and

• SUB Tokens, used for platform governance, treasury management, and voting via the SubVault DAO.

SUB Tokens empower Members to actively participate in Platform-wide decision-making via the SubVault DAO. This enables decision-making on individual properties and the broader ecosystem.

3.2 Technology Provider, Not a Broker-Dealer, Not an Exchange or Not a Securities Intermediary

Subunit provides smart contract infrastructure, user interfaces, and governance tooling to facilitate compliant real estate tokenization. Subunit is not:

• A registered broker-dealer,

• An investment adviser, nor

• A securities exchange.

No offerings on the Platform are registered under the U.S. Securities Act. All real estate tokenizations occur through property-specific DAO LLCs that are structured to fall outside traditional securities classifications by operating as member-managed investment clubs under applicable U.S. law.

3.3 Legal Entity Structure

Each property listed on the Platform is held within a separate Wyoming-based DAO LLC ("Property DAO LLC"). For each property listed on the Platform, a new Wyoming DAO LLC is established to hold title to that property. UNIT Tokens grant holders membership interests in that DAO LLC. For example, owning 1% of a property's UNIT Tokens entitles the holder to 1% of its net income and capital events, such as a share of rental income or proceeds from a future sale. This is subject to the Active Participation provisions outlined in these Terms and the operating agreement of the relevant DAO LLC.

All Property DAO LLCs are structured as member-managed entities, and UNIT Token holders have proportional voting rights over decisions such as budgeting, property management, and disposition.

3.4 Platform Governance via SubVault DAO

SUB Tokens enable participation in the SubVault DAO, the governance layer responsible for Platform-wide decisions, including:

• Setting fee parameters,

• Allocating Treasury funds,

• Approving major upgrades or integrations, and

• Managing incentive mechanisms like SubPoints.

Governance occurs primarily through off-chain snapshot voting. Subunit Labs LLC supports technical implementation but does not exert control over community votes or token holder decisions.

3.5 International Access and Jurisdiction

While the Platform is globally accessible, its legal and compliance framework is grounded in U.S. law. Property DAO LLCs are formed under Wyoming Law, and the Platform is designed to align with relevant U.S. laws, including SEC and Investment Company Act considerations.

Users outside the U.S. must independently ensure that their use of the Platform complies with the laws of their jurisdiction. Access from prohibited jurisdictions is expressly forbidden, and Subunit makes no representations that the Platform or its services are suitable or lawful in all locations.

4. UNIT Tokens and Property DAO LLCs

4.1 Nature of UNIT Tokens

UNIT Tokens are blockchain-based digital assets that represent membership interests in individual Property DAO LLCs established for specific real estate assets. Each Property DAO LLC is formed under Wyoming law and holds legal title to a particular real estate property. When you purchase UNIT Tokens, you become a member of the corresponding Property DAO LLC and acquire fractional ownership and governance rights as defined in that LLC’s operating agreement.

UNIT Tokens are designed to function as utility and governance tools within a cooperative real estate ownership framework—not as passive investment vehicles. The intended use is to empower holders to engage in key property-level decisions, such as budgeting, maintenance, and potential sale events, through a transparent, token-weighted voting process.

4.2 Active Governance Rights

As a UNIT Token holder, you hold proportional voting rights in the governance of the relevant Property DAO LLC. Governance participation may include—but is not limited to—approval of budgets, capital expenditures, leasing strategies, and exit decisions. The exact voting mechanisms and quorum requirements may be specified in each DAO LLC’s operating documents. By acquiring UNIT Tokens, you agree to be bound by and participate in those governance processes. Each Property DAO LLC operates as a member-managed entity, and no third party or central operator exclusively controls decision-making.

Exact governance procedures, including quorum thresholds and voting rules, may be specified in each Property DAO LLC’s operating documents, which supplement these Terms.

4.3 Distributions and Member Benefits

Any revenue generated by a Property DAO LLC may be distributed to UNIT Token holders in accordance with the DAO’s operating agreement. However, distributions are:

• Not guaranteed and subject to DAO-level governance,

• Contingent on Active Participation, which may require token staking, proposal voting, or other demonstrable contributions as defined by the DAO,

• Subject to taxation and reporting responsibilities, which remain the sole responsibility of each Member.

Failure to meet Active Participation standards may result in partial or full forfeiture of distributions, which may instead be retained in the DAO treasury or redistributed to actively participating members.

4.4 No Guaranteed Returns

UNIT Tokens are not investment contracts, securities, or instruments guaranteeing profit. The performance of any token or property is inherently uncertain and dependent on:

• Real estate market fluctuations,

• Community governance decisions,

• Ongoing member contributions.

You acknowledge that there is no promise of returns and that losses, including loss of principal, are possible. You are solely responsible for evaluating the economic risks of any token acquisition. You should not purchase UNIT Tokens expecting passive profit. All Members share the risks and rewards together, as in a traditional investment club.

4.5 Transferability and Membership Restrictions

UNIT Tokens may be transferred through approved channels or supported marketplaces, provided that:

• The transferee completes any applicable onboarding or KYC requirements,

• The transfer complies with DAO-specific restrictions,

• The transfer is not to or from a prohibited jurisdiction.

Transfers outside the Platform or in violation of DAO membership rules may be void and may result in revocation of associated membership rights.

4.6 Regulatory Structure and Acknowledgment

Each Property DAO LLC is structured to comply with U.S. securities laws by functioning as a member-managed investment club. UNIT Tokens are intended to avoid classification as securities by:

• Requiring active, managerial participation,

• Operating under a decentralized governance structure,

• Limiting expectation of profits solely from the efforts of others.

No regulatory agency has formally approved or evaluated this model. You understand and accept that legal interpretations may change, and future regulatory developments could affect the legal treatment of UNIT Tokens. Subunit does not represent or warrant that UNIT Tokens are exempt from all current or future securities regulations.

By acquiring UNIT Tokens, you expressly acknowledge these regulatory uncertainties and confirm that:

• You are participating voluntarily in a private member-managed investment club,

• You have reviewed all relevant disclosures and DAO agreements,

• You have consulted, or had the opportunity to consult, independent legal and tax professionals.

5. Subunit Governance Structure: Overview of DAOs and Token Rights

Subunit operates through a modular decentralized governance system, where three distinct DAOs (Decentralized Autonomous Organizations) manage different parts of the platform. Each DAO is governed by a separate class of tokens, aligning decision-making power with users' participation and interests at different levels of the ecosystem.

The governance structure is divided as follows:

5.1 Subunit Protocol DAO and $SUB Tokens

Purpose: $SUB tokens represent governance rights at the protocol level.

Scope of Authority: Govern the overall Subunit platform: protocol rules, fees, treasury, feature upgrades, and global initiatives.

Responsibilities: $SUB holders vote on platform-wide decisions, including setting or adjusting protocol fees, managing the treasury, approving technical upgrades, and adopting new modules.

Participation: Holding $SUB enables active participation in governance proposals conducted via off-chain voting platforms like Snapshot.

SUB Tokens are the native governance and utility tokens of the Subunit Platform. They do not:

• Represent equity in Subunit Labs LLC,

• Confer ownership rights in any Property DAO LLC, or

• Entitle holders to profits, dividends, or revenue shares.

Instead, SUB Tokens function as governance tools for steering the evolution and administration of the platform.

5.2 Subvault DAO and $STS Tokens

Purpose: $STS tokens govern the Subvault DAO, which manages the pooled staking vault used to fund property acquisitions.

Scope of Authority: Govern the Subvault (capital pool): approve which properties are acquired, manage vault operations, and handle property onboarding votes.

Responsibilities: $STS holders vote on which properties are approved for acquisition, allocate vault resources, and adjust vault-specific parameters such as staking incentives.

Participation: Staking USDC into the Subvault issues $STS tokens, granting the right to vote on upcoming property investment proposals. STS tokens are non-transferable and exist solely to track proportional vault ownership and governance rights.

5.3 Property DAO LLCs and $UNIT Tokens

Purpose: $UNIT tokens represent fractional ownership and governance rights in individual properties via their dedicated DAO LLCs.

Scope of Authority: Govern individual real estate properties: manage budgets, operations, rental decisions, and sale approvals for specific properties.

Responsibilities: $UNIT holders participate in property-specific governance, including decisions related to budgeting, property management, maintenance, rental rates, and property sales.

Participation: Owning $UNIT tokens gives members proportional voting rights in the property’s DAO governance. Each property operates as a legally recognized Wyoming DAO LLC.

5.4 Nature and Purpose of SUB Tokens

SUB Tokens are the native governance and utility tokens of the Subunit Platform. They are designed to enable decentralized participation in platform-level decisions through the Subunit Protocol DAO. SUB Tokens do not:

• Represent equity in Subunit Labs LLC,

• Confer ownership rights in any Property DAO LLC, or

• Entitle holders to profits, dividends, or revenue shares.

Instead, SUB Tokens function as governance tools, allowing holders to:

• Vote on protocol parameters and upgrades,

• Allocate Treasury funds,

• Elect committee members,

• Propose or ratify feature rollouts or other purposes.

Participation in the Subunit Protocol DAO occurs through off-chain voting platforms such as Snapshot, following a one-token-one-vote principle.

5.5 Treasury Funding and Platform Fees

The Subunit Protocol DAO oversees platform-wide fee structures and allocates treasury resources to support the Subunit ecosystem. All fees collected by the Platform are directed to the Subunit Protocol DAO-controlled Treasury and are used exclusively for community benefit.

Examples of fees subject to DAO governance include:

• Launchpad Fees: A percentage of initial token sales during property tokenization events (e.g., 5%).

• Rental Income Fees: A portion of revenues from Property DAO LLCs to support platform maintenance and development.

• Trading Fees: Fees generated from secondary market trading of UNIT Tokens.

Fee Use Disclaimer: Treasury funds are strictly community-owned. No individual,whether founder, user, or service provider, receives these fees as personal income. They exist to fund cooperative governance, legal upkeep, platform security, infrastructure, and community incentives. All usage of funds is subject to community governance.

5.6 Subunit Protocol DAO Governance

The Subunit Protocol DAO is a decentralized body of SUB Token holders who collectively govern platform-level decisions. Governance occurs through:

• Off-chain snapshot voting,

• Proposal submissions and threshold requirements,

• Quorum standards for major decisions.

The Subunit Protocol DAO governs platform-wide matters only and does not manage individual property operations. Property-specific governance is handled by UNIT Token holders within their respective Property DAO LLCs, and Subvault governance is handled by STS Token holders within the Subvault DAO.

5.7 Regulatory Position and No Profit Expectation

The Subunit Protocol DAO is not designed or operated as an investment vehicle. It does not pool funds for speculative investments or deal in securities. Participants must not expect profits solely based on their token holdings.

SUB Token holders engage in cooperative stewardship of the platform. Any value accrual is incidental to successful community governance and broader protocol adoption, rather than passive investment returns.

• It is intended to qualify for exemption under Section 3(c)(5)(C) of the U.S. Investment Company Act of 1940, as it does not deal in securities and its activities are real-estate-centric.

• SUB Token holders must not expect to profit from token price appreciation or DAO activities..

5.8 SubPoints and Participation Incentives

To encourage meaningful contribution, the Platform may issue SubPoints to Members who:

• Vote in governance proposals,

• Provide liquidity for UNIT Tokens,

• Contribute technical work or community development.

SubPoints:

• Are non-transferable and have no independent monetary value,

• May be redeemable for SUB Tokens or governance privileges,

• Are issued at the discretion of the DAO and subject to change by DAO vote.

SubPoints are rewards for participation and do not create employment or financial entitlements. They are conditional rewards and subject to community-defined guidelines. 5.9 No Special Compensation or Fund Manager Roles

The Subunit Protocol DAO operates on a peer-led, democratic model without centralized fund managers or profit-sharing arrangements. Governance participants, committee members, and contributors do not receive management fees or guaranteed financial returns.

Operational services, such as smart contract maintenance or compliance facilitation, may be procured from third parties (including Subunit Labs LLC) through transparent DAO-approved arrangements. These can be authorised:

• Automated via self-executing smart contracts,

• Voluntarily by members earning SubPoints or other community recognition,

• Procured through third-party service providers (including Subunit Labs LLC) at market rates approved through DAO governance.

Subunit Labs LLC may receive compensation for services rendered (such as technical upkeep, legal facilitation, or compliance support), but such compensation is s limited to technical support. Subunit Labs LLC’s role does not include fiduciary management or discretionary control over DAO funds.

6. Role of Subunit Labs LLC (Service Provider)

6.1 Function as a Neutral Technical Facilitator

Subunit Labs LLC ("Subunit Labs") is the principal service provider supporting the technical and administrative infrastructure of the Subunit ecosystem. Subunit Labs:

• Develops and maintains the smart contracts and front-end interfaces;

• Facilitates compliance operations and user support tools;

• Assists DAOs with legal coordination such as forming Wyoming DAO LLCs;

• Bridges real-world operations (e.g., property management coordination, rent conversion, regulatory filings) to on-chain systems.

Subunit Labs does not:

• Manage community treasury assets,

• Interfere with DAO governance decisions,

• Guarantee asset performance or investment outcomes.

6.2 No Advisory Relationship or Fiduciary Duty

By using the Platform, you acknowledge and agree that Subunit Labs does not act as:

• A fiduciary,

• Investment advisor,

• Legal, tax, or financial consultant.

There is no advisor-client, attorney-client, or broker-client relationship between you and Subunit Labs. All decisions related to token purchases, participation in DAOs, or property engagement are made by Users at their own discretion and risk.

Information provided by Subunit Labs or published via the Platform is for general informational purposes only and should not be construed as professional advice. Users are strongly encouraged to consult independent professionals before making financial or legal commitments.

6.3 Limited Role and No Control

Subunit Labs has no authority over DAO voting outcomes or the strategic decisions of the DAOs. Subunit Labs:

• Does not unilaterally deploy or direct DAO assets,

• Does not guarantee the safety, functionality, or profitability of smart contracts,

• Cannot restore lost assets or reverse blockchain transactions.

In the event of bugs, exploits, or unexpected contract behavior, Subunit Labs may offer technical assistance or recommendations but assumes no liability for resulting damages.

6.4 Compensation Structure

Subunit Labs may be compensated for its services via:

• DAO-approved allocations from the community Treasury;

• Grants or payments ratified by SUB Token holders.

Such compensation is:

• Transparent and subject to governance vote,

• Not derived from investment profits,

• Comparable to payments to third-party developers or infrastructure providers.

Subunit Labs and its team may also participate as regular Members, holding tokens and voting in governance processes without elevated privileges or guaranteed benefits.

6.5 No Agency Relationship

Nothing in these Terms creates or implies an agency, partnership, employment, or joint venture relationship between Subunit Labs and:

• Any DAO (e.g., SubVault DAO, Property DAO LLC), or

• Any individual Member or User.

Subunit Labs acts as an independent contractor. It cannot bind the DAOs or their Members to obligations, nor can Members or DAOs bind Subunit Labs to any public representations or contractual commitments.

This structural independence is critical to preserving the decentralized nature of the Platform and the community-driven ethos of the Subunit ecosystem.

7. Member Representations and Warranties

By accessing or using the Platform, you represent, warrant, and agree to the following:

7.1 Accuracy of Information

You certify that all information provided to Subunit, including but not limited to KYC details or wallet verification data, is truthful, accurate, and complete to the best of your knowledge. You agree to update this information promptly if it becomes outdated or inaccurate.

Note: Subunit currently does not require personal identifying information for basic use. However, regulatory developments may necessitate the future collection of such data. You agree to cooperate in good faith with any such compliance efforts.

7.2 Legal Compliance and Sanctions Status

You confirm that:

• You are legally permitted to use the Platform and purchase tokens under the laws of your jurisdiction;

• You are not a citizen or resident of any jurisdiction subject to comprehensive U.S. sanctions (e.g., OFAC-sanctioned countries);

• You are not on any U.S. or international government list of prohibited or restricted parties (including SDN or blocked persons lists).

You agree not to use the Platform for any illegal purpose or in violation of any applicable laws or regulations, including anti-money laundering (AML), anti-terrorist financing, and securities regulations. Subunit reserves the right to deny or terminate access to any user that is found to be in violation of sanctions or other legal restrictions.

7.3 Investment Club Engagement

You acknowledge that:

• By acquiring UNIT or SUB Tokens, you are joining a DAO LLC that functions as an investment club;

• You are expected to contribute to DAO governance and decision-making;

• Your participation is active, not passive—you will not rely solely on the actions of others for investment management;

• Your eligibility for distributions or rewards may be conditioned upon such participation.

7.4 No Profit Guarantees or Reliance

You understand and agree that:

• There is no guarantee of financial return, profit, or capital preservation;

• The value of tokens may fluctuate or decline significantly;

• You bear full responsibility for any losses incurred;

• You are making decisions independently, without relying on any promises or guarantees from Subunit Labs, DAO Members, or other Users.

7.5 Platform Conduct and Use Restrictions

You agree to:

• Use the Platform only for lawful and intended purposes;

• Refrain from exploiting smart contract vulnerabilities or attempting to interfere with platform operations;

• Not introduce malware, post prohibited content, or engage in spamming;

• Respect all intellectual property rights associated with the Platform.

• Refrain from any attempt to reverse-engineer or create derivative works of the Platform software beyond what is allowed by open-source licenses.

7.6 Third-Party Rights and Asset Legitimacy

You will not:

• Use stolen or encumbered assets on the Platform;

• Infringe upon the rights of others;

• Misrepresent your identity, authority, or affiliation.

If you introduce assets (e.g., real estate for tokenization), you warrant that you are the legal owner or have full authority from the rightful owner.

7.7 Tax Responsibility

You accept full responsibility for any tax liabilities resulting from your Platform activities. This includes:

• Rental income received through Property DAO LLCs;

• Capital gains on token sales;

• Property-related tax obligations.

Subunit does not provide tax advice. You are encouraged to consult with a qualified tax professional. DAO LLCs may issue informational reports as necessary, but you are solely responsible for complying with applicable tax laws in your jurisdiction.

7.8 Indemnification Acknowledgment

If any of the above warranties become inaccurate, or if you breach these Terms, you must immediately stop using the Platform. You agree to indemnify and hold harmless Subunit Labs, the SubVault DAO, Property DAO LLCs, and all related parties for any resulting losses or claims.

8. Intellectual Property and Platform Use License

8.1 Ownership of Platform Content

All content made available through the Platform—including but not limited to software code, smart contracts, website layout, logos, trademarks, design elements, text, graphics, and images—is the intellectual property of Subunit Labs LLC or its licensors and is protected by copyright, trademark, trade secret, and other applicable laws. This includes both proprietary and licensed third-party components. You acknowledge that Subunit Labs retains all rights, title, and interest in and to the Platform, excluding any user-generated content or open-source components explicitly released under separate licenses.

8.2 Limited License to Access and Use

Subject to compliance with these Terms, Subunit Labs grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and its associated services for personal or internal business purposes in connection with your participation in the Subunit ecosystem. This license:

• Does not grant you any right to sell, sublicense, or commercially exploit the Platform;

• Prohibits reverse engineering, copying, modifying, or creating derivative works unless expressly allowed by law or applicable open-source license;

• Terminates immediately upon breach of these Terms.

8.3 Trademark Policy

"Subunit," the Subunit logo, and other Subunit Labs branding or service marks are trademarks of Subunit Labs LLC and may not be used without prior written permission. All third-party trademarks displayed on the Platform remain the property of their respective owners. Any appearance of third-party marks does not imply endorsement or affiliation unless explicitly stated.

8.4 User-Generated Content and Contributions

You retain ownership of content that you voluntarily upload or submit to the Platform. However, by submitting such content, you grant Subunit Labs and the relevant DAOs a worldwide, royalty-free, irrevocable, perpetual, sublicensable license to use, reproduce, adapt, modify, publish, translate, display, and distribute your content for the purposes of operating, maintaining, or promoting the Platform.

You represent and warrant that:

• You own or control all necessary rights to your submitted content,

• Your content does not violate any applicable laws or third-party rights.

We reserve the right (but assume no obligation) to review or remove content that we determine in our sole discretion violates these Terms, applicable laws, or community standards.

8.5 Open Source Components

Certain components of the Platform, including smart contracts and related infrastructure, may be published under open-source licenses. Your use of such components is subject to the terms of those licenses. In case of a direct conflict between these Terms and an applicable open-source license, the open-source license shall govern for that specific component only.

8.6 Feedback and Suggestions

We encourage constructive feedback and ideas for improving the Platform. Any feedback you provide is deemed non-confidential and voluntary. Subunit Labs and its associated DAOs shall be free to use such feedback, without restriction or obligation, to improve products, services, and community governance. You hereby waive any claim to compensation or attribution for contributions of ideas or suggestions integrated into the Platform.

9. Disclaimers and Assumption of Risk

9.1 General Blockchain Risks

By using the Platform, you acknowledge and accept the inherent technological and financial risks associated with blockchain-based systems, including but not limited to:

• High volatility in token and cryptocurrency values;

• Smart contract bugs, vulnerabilities, or exploits;

• Risks of permanent loss due to user error (e.g., loss of private keys);

• Irreversible transactions;

• Fraudulent or accidental transfers that cannot be recovered.

You represent that you understand these risks and have sufficient knowledge to manage them. You assume full responsibility for your use of the Platform.

9.2 Smart Contract Limitations

Subunit's services rely on smart contracts deployed on public blockchain networks. While internal and third-party audits may be conducted, smart contracts are experimental by nature. We cannot guarantee:

• The absence of errors or vulnerabilities;

• Protection against hacks or denial-of-service attacks;

• Continued availability or function of contracts.

Subunit shall not be liable for any loss or damage resulting from smart contract malfunctions, exploits, or other technical issues.

9.3 Regulatory and Legal Uncertainty

The legal treatment of blockchain tokens and DAOs is subject to change. Subunit's investment club and DAO LLC structures are intended to comply with U.S. law, but:

• We cannot guarantee future alignment with regulatory interpretations;

• Authorities may impose new compliance obligations, restrict token transfers, or take enforcement actions;

• You may be required to provide identity verification or other documentation under new laws.

Subunit disclaims responsibility for any regulatory or tax consequences you may incur. You are solely responsible for compliance with local laws and tax filings.

9.4 No Professional Advice

All materials and communications provided via the Platform are for informational purposes only. They do not constitute legal, financial, tax, or investment advice. Subunit is not a fiduciary or professional advisor. You must seek independent professional counsel before making any decisions. Any actions you take in using the Platform are at your own risk.

9.5 Platform Provided "As Is"

The Platform and all related services are provided on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by law, Subunit disclaims all warranties, express or implied, including:

• Merchantability and fitness for a particular purpose;

• Title, non-infringement, and uninterrupted or error-free operation;

• Accuracy, completeness, or reliability of any content or outcomes.

You use the Platform at your own risk.

9.6 Member Interactions

Subunit does not endorse any Member. Any interactions, negotiations, or agreements with other Users (including trades, forum discussions, or collaborations) are at your own risk. Subunit is not responsible for the conduct of other Members.

9.7 Property-Specific Disclosures

Each Property DAO LLC may have its own specific risks. Subunit may publish due diligence materials but does not independently verify all property-related documentation. Real estate risks may include:

• Vacancy, repair costs, or market downturns;

• Incomplete insurance coverage;

• Inaccurate third-party data.

You are responsible for reviewing property disclosures and assessing your risk.

9.8 Use of Third-Party Services

The Platform may integrate with third-party services (e.g., crypto exchanges, wallets). Subunit does not control or endorse these services and is not liable for their performance, terms, or data handling. Use of third-party platforms is solely at your own discretion.

9.9 Comprehensive Risk Acknowledgment

You expressly acknowledge the range of risks described in this Section. You agree to waive, release, and hold harmless Subunit Labs LLC, SubVault DAO, Property DAO LLCs, and all related parties from any claims, damages, or losses arising from:

• Use or inability to use the Platform;

• Risks inherent to blockchain systems;

• Regulatory or legal actions.

Where applicable law limits such disclaimers, they shall apply to the fullest extent permissible.

10. Limitation of Liability

10.1 No Indirect or Consequential Damages

To the maximum extent permitted by law, Subunit Labs LLC, the SubVault DAO, all Property DAO LLCs, and their respective affiliates, officers, directors, members, employees, contractors, and agents (collectively, the “Subunit Parties”) shall not be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages. This includes, without limitation:

• Loss of profits or revenue

• Loss of business or opportunity

• Loss of goodwill

• Data loss, corruption, or interruption

• Any intangible or speculative losses

This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if the Subunit Parties were advised of the possibility of such damages.

10.2 Maximum Liability Cap

In any and all circumstances, the total cumulative liability of the Subunit Parties arising out of or related to these Terms, your use of the Platform, or any interaction with DAOs or content provided, shall not exceed:

• The total amount of fees (if any) you paid to Subunit Labs within the twelve (12) months immediately preceding the event giving rise to the claim, or

• One hundred U.S. dollars (USD $100),

whichever is greater.

The existence of multiple claims or incidents does not expand this cap.

10.3 No Member-to-Member Liability

You agree that no Member shall be personally liable to any other Member for any decision or vote made in good faith within the governance processes of the DAOs, even if those decisions result in loss or underperformance. Governance outcomes are collective in nature and come with shared risks.

This exclusion does not apply to cases involving fraud, theft, or knowing misconduct. In such cases, legal or regulatory actions may be pursued through the proper channels, including removal from the Platform or reporting to authorities.

10.4 User Release of Claims

If you have a dispute with any other user, DAO member, service provider, or third party related to your use of the Platform, you voluntarily and irrevocably release the Subunit Parties from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or connected with such disputes.

For California residents: You expressly waive California Civil Code §1542, which states:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her would have materially affected their settlement with the debtor or released party.”

You also waive any analogous legal protections in other jurisdictions.

10.5 Exceptions to Limitations

Nothing in these Terms shall exclude or limit liability for:

• Gross negligence or willful misconduct by Subunit Labs

• Fraud or intentional misrepresentation

• Any liability that cannot be excluded or limited under applicable law

To the fullest extent permitted by applicable law, even in such cases, liability is subject to the cap described in Section 10.2 above.

10.6 Foundation of the Agreement

You acknowledge that these disclaimers and limitations are an essential part of the risk allocation between the parties. Without these limitations, Subunit would not be able to provide the Platform on the same terms or at the same cost.

11. Indemnification

11.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless:

• Subunit Labs LLC,

• The SubVault DAO and its members,

• Each Property DAO LLC and its members,

• And all respective officers, directors, managers, employees, contractors, agents, affiliates, and representatives (collectively, the “Indemnified Parties”),

from and against any and all actual or alleged claims, demands, disputes, actions, suits, proceedings, investigations, losses, damages, liabilities, penalties, judgments, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected to:

a. Your access to, use of, or misuse of the Platform or its services; b. Your violation of these Terms, the DAO Operating Agreements, or any applicable laws or regulations; c. Your infringement or misappropriation of intellectual property, proprietary, or other rights of any person or entity; d. Your violation of the rights of any user, DAO member, or third party; e. Any fraud, gross negligence, intentional misconduct, or other unlawful act committed by you.

11.2 Defense and Settlement Rights

Subunit reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such event:

• You agree to fully cooperate with our defense and settlement efforts;

• You will not settle any claim involving an Indemnified Party, nor admit fault or liability on behalf of any Indemnified Party, without our prior written consent.

Subunit retains sole discretion over whether and how any matter is defended or resolved, where indemnification is invoked.

11.3 Survival

Your indemnification obligations shall survive:

• The termination or expiration of these Terms,

• Your use of the Platform,

• And any withdrawal or disassociation from any DAO or project.

This provision remains in effect regardless of any other agreements or changes in your status as a Member.

12. Term and Termination

12.1 Term of Agreement

These Terms take effect as of the date you first access or use the Platform and will remain in full force and effect unless and until terminated by either party in accordance with this Section.

12.2 Your Right to Terminate

You may terminate your agreement to these Terms at any time by:

• Ceasing all use of the Platform;

• Withdrawing from all DAOs and divesting from all token holdings;

• Closing any applicable accounts or interfaces.

Please note that blockchain-based transactions (e.g., smart contract interactions, DAO votes, token purchases) are permanent and cannot be reversed by merely ceasing use of the Platform. If you wish to exit a Property DAO LLC or the SubVault DAO, you must follow the relevant offboarding process, such as transferring, redeeming, or burning your UNIT or SUB Tokens, in accordance with the applicable DAO operating agreements or governance procedures.

Your obligations and liabilities under these Terms may continue until you no longer hold any rights, interests, or responsibilities within the Platform or DAOs.

12.3 Our Right to Suspend or Terminate

Subunit Labs may suspend or terminate your access to the Platform (in whole or in part) and/or terminate these Terms with respect to you, without prior notice, if it is reasonably believed that:

a. You are found to have violated these Terms, applicable laws, or DAO governance rules; b. Your actions pose legal, compliance, reputational, or operational risk to the Platform, DAOs, or other Members; c. We are required to restrict access under applicable law or regulation (e.g., sanctions enforcement); d. The Platform or associated services are discontinued or deprecated.

Where feasible and not prohibited by law, we will notify you of such suspension or termination via the Platform interface or your provided contact information.

12.4 Effect of Termination

Upon termination:

• All rights granted to you under these Terms shall immediately cease;

• You must cease all access to and use of the Platform;

• Any obligations that by their nature should survive termination (e.g., Sections 9–11 on Risk, Liability, and Indemnity) shall remain in effect.

Termination does not retroactively affect any actions already taken on-chain or through DAO governance.

12.5 DAO Governance and Token Membership

Termination of these Terms does not, by itself, revoke or cancel your on-chain DAO membership or token holdings. However:

• The SubVault DAO or a Property DAO LLC may, through proper governance channels, dissociate from or remove a Member found in material breach of these Terms or community standards;

• Remedies may include revocation or forced redemption of DAO membership interests in accordance with applicable law and the relevant DAO’s operating agreement;

• Such measures are not automatic and must be initiated and executed by the DAO community, not Subunit Labs alone.

By agreeing to these Terms, you acknowledge the authority of the DAOs to take governance actions against malicious, negligent, or non-compliant Members when necessary for the health of the ecosystem.

13. Dispute Resolution and Governing Law

13.1 Governing Law

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter, shall be governed by and construed in accordance with the laws of the United States and, specifically, the State of Wyoming, without giving effect to any conflict of laws principles that would result in the application of the laws of another jurisdiction. This choice of law reflects the jurisdiction under which the DAO LLCs are formed and supports the integrity of the Subunit investment club model.

13.2 Jurisdiction and Venue

Subject to the arbitration provisions below, you agree that any legal action or proceeding not subject to arbitration shall be brought exclusively in the state or federal courts located in Wyoming. You consent to personal jurisdiction and venue in such courts and waive any objection that such courts are an inconvenient forum.

13.3 Arbitration Agreement

Any dispute, controversy, or claim arising out of or in connection with the Terms of your use of the Platform and this Agreement, including any question regarding its existence, validity, interpretation, breach, or termination, shall be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect.

The seat (legal place) of arbitration shall be Cheyenne, Wyoming, and the arbitration shall be governed by the Federal Arbitration Act and, to the extent not inconsistent, the laws of the State of Wyoming, without regard to its conflict of laws principles. The language of the arbitration shall be English.

The tribunal shall consist of one arbitrator [or: three arbitrators, one appointed by each party, and the third appointed by the two party-appointed arbitrators]. If the parties cannot agree on the appointment(s), the AAA shall appoint the arbitrator(s) in accordance with its rules.

The arbitrators shall be independent and impartial and possess relevant commercial experience.

The award rendered by the arbitrator(s) shall be final and binding on the parties and may be entered in any court having jurisdiction thereof.

The parties agree that all arbitration proceedings, including any award, shall be kept confidential unless otherwise required by law or for purposes of enforcement or challenge of the award.

Nothing in this clause shall preclude any party from seeking interim or conservatory measures of protection from a court of competent jurisdiction.

The parties further agree to waive, to the extent permitted by applicable law, any right of appeal, review, or recourse to any court or other judicial authority with respect to any award made.

Each party will bear its own costs in arbitration unless the arbitrator finds that a claim was frivolous or brought in bad faith, in which case the prevailing party may be awarded its reasonable attorneys’ fees.

13.4 Opt-Out Rights

You may opt out of this arbitration agreement by sending a written notice within thirty (30) days of first accepting these Terms. Your opt-out request must:

• Include your full legal name and contact information;

• Clearly state your decision to opt out of arbitration; and

• Be sent to the Subunit contact address specified in Section 15. If you opt out, disputes shall be resolved in the courts of Wyoming as described above.

13.5 Class Action Waiver

To the fullest extent permitted by law, you and Subunit agree that:

• Any dispute resolution will occur on an individual basis only;

• No class, consolidated, or representative actions may be brought;

• The arbitrator or court may not consolidate claims or award relief on a class-wide basis. Any relief awarded will be limited to that which is necessary to address the individual party’s specific claim.

13.6 Exceptions to Arbitration

The arbitration provisions do not apply to:

• Individual claims brought in small claims court, provided they are within the court’s jurisdiction and not filed as a class action;

• Claims related to intellectual property infringement or misappropriation;

• Requests for injunctive or equitable relief necessary to prevent imminent or irreparable harm.

13.7 Jury Trial Waiver

To the extent permitted by law, if any dispute proceeds in court rather than arbitration, both you and Subunit knowingly and voluntarily waive any right to a trial by jury in any legal proceeding.

14. Miscellaneous Provisions

14.1 Entire Agreement

These Terms (together with any operating agreements or bylaws of a Property DAO LLC that you accept by purchasing that property's UNIT Tokens, and any policies or guidelines posted on the Platform) constitute the entire agreement between you and Subunit Labs LLC regarding your use of the Platform. They supersede any prior or contemporaneous agreements, communications, and understandings, whether oral or written. For clarity, the operating agreements of individual Property DAO LLCs are supplemental to these Terms. In the event of a direct conflict, the DAO-specific terms govern with respect to that specific property relationship, while these Terms govern all general Platform use and matters not otherwise addressed.

14.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permitted by law, and the remainder of the Terms shall remain in full force and effect. The parties agree to endeavor in good faith to replace any invalid or unenforceable provision with a valid one that most closely reflects the original intent and economic effect.

14.3 No Waiver

No failure or delay by either party in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof. Similarly, no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise. Any waiver must be in writing and signed by the party granting the waiver to be enforceable.

14.4 Force Majeure

Subunit shall not be liable for any delays or failure in performance of any part of the Platform, from any cause beyond our control. This includes, but is not limited to, acts of God, acts of civil or military authority, civil disturbances, war, strikes or other labor disputes, fires, earthquakes, storms or other natural disasters, epidemic, pandemic, embargoes, riots, power failures, internet or blockchain disruptions, or governmental actions.

14.5 Relationship of the Parties

You and Subunit are independent contractors. Nothing in these Terms creates a partnership, agency, joint venture, or employment relationship between you and Subunit. You have no authority to bind Subunit or act on its behalf in any capacity.

14.6 Assignment

You may not assign or delegate any of your rights or obligations under these Terms without prior written consent from Subunit. We may freely assign or transfer our rights and obligations under these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

14.7 No Third-Party Beneficiaries

Except for the Indemnified Parties described in Section 11, these Terms are intended solely for the benefit of you and Subunit Labs LLC and do not confer third-party beneficiary rights on any other party. However, disclaimers or protections that reference Property DAO LLCs or the SubVault DAO shall be construed as enforceable third-party beneficiary provisions in favor of those entities and their members where applicable.

14.8 Notices

We may provide you with notices under these Terms by posting them on the Platform or sending them to an email address you provide. Notices posted on the Platform are effective upon posting; notices sent via email are deemed delivered when sent. It is your responsibility to keep your contact information accurate and up to date. You agree that failure to receive a notice due to inaccurate information is your responsibility. Notices to Subunit Labs may be sent to the contact information listed in Section 15.

14.9 Headings and Interpretation

Section headings are provided for convenience only and do not affect interpretation. The words “including,” “such as,” or similar terms shall be interpreted as “including, without limitation.” These Terms shall not be construed against either party as the drafter.

14.10 Language

These Terms may be translated into other languages for your convenience. However, the English version shall control in the event of any conflict or inconsistency between versions.

14.11 Acknowledgment

By using the Platform, you confirm that you have read, understood, and agreed to be legally bound by these Terms. You acknowledge that these Terms, together with any applicable DAO-specific rules or agreements, represent the full and exclusive understanding between you and Subunit regarding the use of the Platform.

15. Contact Information

If you have any questions, concerns, or comments about these Terms or the Platform, or need to provide notice under these Terms, you may contact us at:

Subunit Labs LLC Address: 15317 SE 58TH ST, BELLEVUE, WA, 98006-5363, UNITED STATES Email: [e-mail]

We endeavor to respond to inquiries within a reasonable timeframe. Please note that we cannot provide legal, tax, or financial advice. For questions regarding how these Terms apply to your specific situation, we strongly encourage you to consult with a qualified legal or financial advisor.

By using the Subunit Platform, you certify that you have carefully read and understood these Terms of Service and agree to abide by all the provisions contained herein. Welcome to Subunit. We look forward to your active participation in our real estate investment club and cooperative community! Effective Date: April 2025

© 2025 Subunit Labs LLC. All rights reserved.