Stoneii Terms of Service & User Agreement

IMPORTANT LEGAL NOTICE

THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION PROVISION AND A WAIVER OF CLASS ACTION RIGHTS. PLEASE READ THEM CAREFULLY.

PREAMBLE

These Terms constitute a legally binding agreement between you (“User”, “you”, or “your”) and Stoneii Inc, a Delaware corporation (“Stoneii”, “Company”, “we”, “us”, or “our”), governing your access to and use of the Stoneii website, mobile application, and on-chain investment platform (collectively, the “Platform”).

STONEII OPERATES STRICTLY UNDER REGULATION S OF THE U.S. SECURITIES ACT OF 1933. THE PLATFORM IS NOT AVAILABLE TO U.S. PERSONS.

1. GENERAL TERMS OF USE

1.1 Acceptance of Terms

By accessing the Platform, connecting a digital wallet, or clicking “I Agree”, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

1.2 Modification of Terms

Stoneii may modify these Terms at any time. Updated versions will be posted on the Platform. Continued use constitutes acceptance.

1.3 User Content & Conduct

You are solely responsible for content you submit. You agree not to use the Platform for unlawful purposes, including money laundering or terrorist financing. Stoneii may suspend or terminate access for suspicious activity.

1.4 Intellectual Property

All content, code, smart contracts, trademarks, and materials on the Platform are the exclusive property of Stoneii. You receive a limited, revocable, non-exclusive license for personal use only.

1.5 Disclaimers (“As-Is” Basis)

The Platform is provided on an “AS IS” and “AS AVAILABLE” basis. Stoneii disclaims all warranties, express or implied, including merchantability and fitness for a particular purpose.

1.6 Limitation of Liability

To the maximum extent permitted by law, Stoneii shall not be liable for indirect, incidental, special, or consequential damages, including loss of digital assets arising from smart contract bugs, blockchain failures, or user error.

2. PRODUCT-SPECIFIC TERMS (RWA & TOKENIZATION)

2.1 Strict Eligibility (Non-U.S. Persons Only)

The Platform is available only to persons who are not “U.S. Persons” as defined under Regulation S of the Securities Act.

A “U.S. Person” includes:
(i) any natural person resident in the United States;
(ii) any entity organized under U.S. law;
(iii) any estate or trust controlled by a U.S. Person.

By using the Platform, you represent and warrant that you are not a U.S. Person and are not acting on behalf of one.

2.2 KYC / AML Compliance

Access to investment features requires completion of Know Your Customer (KYC) and Anti-Money Laundering (AML) verification through third-party providers. Stoneii may reject users at its discretion.

2.3 Series LLC Structure

Investment opportunities are structured through a Delaware Series LLC. Liabilities of one series are segregated from others and from the Master LLC.

2.4 Nature of Tokens

Tokens represent contractual economic rights only and do not confer ownership, governance, or fiduciary rights. Stoneii is not a bank or depository institution.

2.5 Transfer Restrictions

Tokens may not be transferred to U.S. Persons and may only be transferred through approved smart contracts enforcing whitelisting and Regulation S compliance.

2.6 Fees & Taxes

You are solely responsible for determining and paying applicable taxes. Stoneii does not provide tax advice.

2.7 Redemption & Liquidity

Token redemption is subject to liquidity events of the underlying assets. Stoneii does not guarantee liquidity or redemption timing.

3. RISK FACTORS & DISCLOSURES

Investment in tokenized real-world assets involves substantial risk, including the potential loss of your entire investment.

3.1 Regulatory Risk

Laws and regulations may change, potentially rendering the Platform or Tokens non-compliant or unlawful in certain jurisdictions.

3.2 Smart Contract & Blockchain Risk

Risks include coding errors, exploits, gas fees, network congestion, and irreversible loss of private keys. Stoneii cannot recover lost funds.

3.3 Underlying Asset Risk

Underlying assets may be illiquid, subject to counterparty risk, custodial failure, or title defects.

3.4 Indemnification

You agree to indemnify and hold harmless Stoneii and its affiliates from claims arising from your breach of these Terms or regulatory violations.

4. MISCELLANEOUS

4.1 Governing Law & Arbitration

These Terms are governed by the laws of the State of Delaware. Any dispute shall be resolved through binding arbitration, conducted in English.

4.2 Entire Agreement

These Terms constitute the entire agreement between you and Stoneii regarding the subject matter hereof.

4.3 Assignment

Stoneii may assign its rights and obligations without your consent.