REtokens Capital LLC

Terms of Service.

Effective June 3, 2026 · Last updated June 3, 2026

Overview

These Terms of Service (the “Terms of Service” or “Terms”) apply to and govern anyone who accesses or uses any of our Site or Services. In addition to these Terms, terms in our other policies, such as our Privacy Policy, and other agreements you enter into with us also may apply to your use of or access to our Site or Services. You are encouraged to carefully review those agreements and the Privacy Policy.

Some Definitions

• “Affiliate” means an entity that controls, is controlled by, or is under common control with the Company, whether the control results from equity ownership, contract, overlapping management, or otherwise. The Company's parent is REtokens USA Inc.
• “ATS” refers to the SEC-registered alternative trading system operated by the Company.
• “Company” refers to REtokens Capital LLC, a Delaware limited liability company and a broker-dealer registered with the SEC and a member of FINRA and SIPC. The Company operates an SEC-registered alternative trading system and a marketplace through which securities offerings are made available.
• “Content” refers to all text, images, photographs, graphics, logos, illustrations, descriptions, data, tools, features, apps, pages, and other materials provided on the Site, as well as the selection, assembly, arrangement, “look and feel,” and design of our Site.
• “FINRA” refers to the Financial Industry Regulatory Authority.
• “Marketplace” refers to the investment marketplace and related portal operated by or for the Company through which securities offerings are made available.
• “Services” refers to the Content, products, or services offered on or through the Site, including the Marketplace and the ATS.
• “SIPC” refers to the Securities Investor Protection Corporation.
• “Site” refers, together and collectively, to the domains and subdomains of our website at retokenscapital.com.
• “Token” means a token that is a digital representation of indirect, fractionalized ownership in real estate.
• “User” means anyone who accesses and/or uses any of our Site or Services.
• “User Content” refers to any personal information, business information, or other content that a User posts on or through any of our Site or Services or transmits to or shares with other Users.
• “We,” “us,” and “our” refer to the Company and its Affiliates.

Your Consent

By using or accessing any of our Site or Services, you consent to these Terms of Service and agree to be bound by all of their provisions, subject to and consistent with applicable laws and other notices you may receive from us. These Terms shall continue to apply even if you are no longer a User. If you do not agree to these Terms, do not access or use any of our Site or Services. If you do not understand these Terms, you should not access the Company's Site or Services and should consult with an attorney before doing so.

Changes to these Terms of Service

These Terms are subject to change. When we make a change, we will post the most current version here. Each time you use or access our Site or Services, the most current version will apply. You agree that the Company may make changes to the Services at any time. You are responsible for regularly reviewing these Terms. Your continued use of the Site and Services constitutes your consent to such changes.

Eligibility

Our Site and Services are intended solely for Users who, if a natural person, are eighteen (18) years of age or older. Any registration by, use of, or access to any of our Site or Services by a natural person under eighteen (18) is unauthorized and in violation of these Terms. By using any of our Site or Services, you represent and warrant that, if a natural person, you are eighteen (18) or older and agree to abide by these Terms. If you are using the Site or Services on behalf of an entity, you represent and warrant that you are authorized to accept these Terms on behalf of that entity.

If you violate any of these Terms, or otherwise violate an agreement between you and us, we may delete your profile and any content you have posted and/or prohibit you from using the Site or Services, in whole or in part, at any time in our sole discretion, with or without notice. We may, in our sole discretion, refuse to offer the Services to any person or entity and/or change our eligibility criteria at any time.

Investment Matters

Broker-dealer status; no investment advice

REtokens Capital LLC is a broker-dealer registered with the SEC and a member of FINRA and SIPC. Notwithstanding its registration, the Company does not provide investment advice or recommendations through the Site, and nothing on the Site or in the Services constitutes investment, legal, tax, estate-planning, or accounting advice. By accessing or using any of the Site or Services, you acknowledge and agree that any securities transactions made available through the Marketplace are self-directed, that any summaries of investment opportunities are for informational purposes only, and that we make no recommendation about the purchase of, or any investment decision regarding, any security.

Any decisions, whether investment-related or otherwise, based on information contained on our Site or provided through our Services are your sole responsibility. We make no representations with respect to any securities that may be available through our Site or Services, including whether such securities are available to or appropriate for investors in all jurisdictions, nor that any investment vehicle is available or suitable for any particular User or purpose. All Users access or use our Site or Services on their own initiative and are responsible for compliance with applicable local laws and regulations.

SIPC. SIPC membership protects customers of a broker-dealer against the loss of cash and securities held by the firm in the event the firm fails financially, within applicable limits. SIPC does not protect against the decline in value of any security, and does not insure or guarantee any investment. Explanatory information is available at sipc.org.

Your representations and warranties

By accessing or using any of our Site or Services, you represent and warrant that, with respect to any decision to invest in any security made available on or through the Marketplace:

• You are at least 18 years of age.
• You are aware of, and have read and understand, the risks of any investment in real estate assets or securities representing interests in real estate assets.
• You are aware of, and have read and understand, the risks of any investment in digital assets and tokenized securities.
• You will use your own judgment before making any decision to invest any amount of money in any security made available through the Site or Services.
• You are solely responsible for complying with applicable law regarding any transaction, including determining whether any investment complies with the laws of your jurisdiction.
• You will obtain professional advice as appropriate to protect your interests, including legal, accounting, financial, or other relevant advice.
• You understand that we do not act as an investment adviser in relation to securities made available through our Site, are not providing advice related to such securities, and will not be responsible for the success or failure of any investments.
• You are not relying upon any person or entity other than the underlying issuer of an investment.
• You are legally permitted to use the Services in your jurisdiction, including owning blockchain-based tokens and interacting with the Services and Content provided through our Site.

Background checks

We, either ourselves or through third-party service providers, may perform background checks on Users and on subscribers in offerings of securities listed on our Site, to confirm whether a subscriber's or User's name and identity matches anyone listed on a terrorist or criminal database or watch list or is associated with any foreign government. By subscribing for securities available through our Site, you consent to such background checks. The Company and issuers may have legal obligations under the USA PATRIOT Act and other applicable laws designed to detect money laundering or other crimes, including obligations to report suspicious activity. We reserve the right to deny any individual access to investment products otherwise available on our Site for any reason, including based on information obtained in connection with background checks.

“Know Your Customer” inquiries

You acknowledge and agree that the Company, as a broker-dealer, performs “Know Your Customer” (“KYC”) and anti-money-laundering procedures on subscribers, as required by applicable FINRA rules and federal and state regulations and our internal policies. You agree that this is a general regulatory requirement and in no way creates or is deemed to be any form of recommendation or advice. The Company and any participating issuers may, in their sole and absolute discretion, decline to accept any person's request to subscribe in any offering, at any time, for any or no reason; such decisions do not constitute an opinion, recommendation, or investment, legal, or tax advice.

Accounts, Passwords & Security

Certain features and Services may require you to create an account with us. When you do, we may ask you to provide registration details such as your email address or other information. If we provide an option to register through a third-party platform, you authorize us to access your account with that platform as permitted by its terms. All such information is subject to our Privacy Policy.

In creating an account, you agree that the information you provide is true, accurate, current, and complete. You may not impersonate someone else, create or use an account for anyone other than yourself, permit anyone else to use your account, or provide registration information other than your own. You agree that your account is self-directed and that you are solely responsible for all communications, purchases, orders, investment decisions, and instructions made by your account.

You are entirely responsible for maintaining the confidentiality of your account information, including your user ID and password, and for all activity under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. You may be held liable for losses incurred by us or any other User due to someone else using your account as a result of your failing to keep your credentials secure. We will not be liable for any loss arising from your failure to comply with these obligations.

Our Privacy Policy

Our Privacy Policy applies to use of our Site and Services, and its terms are incorporated into and made a part of these Terms of Service by this reference.

Links to Third-Party Websites

We may provide links to third-party websites on our Site or in our communications. We have no control over those websites, which may be subject to their own terms and privacy policies. We do not endorse and are not responsible for their availability or content, and you agree that we will not be liable for any damage or loss caused by your use of or reliance on those websites.

Content; Limited License

The Site is the property of the Company or its licensors. Unless noted otherwise, all Content on the Site is our property or our licensors' property and is protected by federal, state, and international laws, including copyright laws. All rights are reserved. On the condition that you are eligible to use our Site and Services, we grant you a limited license (1) to access and use our Site in accordance with these Terms and (2) to download or print a copy of any portion of the Content solely for your use in connection with the Site or Services, provided you retain all proprietary notices and that all copies remain subject to these Terms. Except as expressly permitted, we do not grant you any right to use, reproduce, modify, transmit, display, publish, sell, license, create derivative works from, or distribute any Content on or transmitted through our Site.

User Content

You are solely responsible for User Content you post on or through any of our Site or Services. You represent and warrant that you own all of your User Content or have all rights necessary to grant us the license rights below, and that your User Content does not infringe, misappropriate, or violate any third party's intellectual-property, publicity, or privacy rights or any applicable law. We may, but are not obligated to, review and remove (without notice) any User Content in our sole discretion, including User Content that violates these Terms or may be offensive or illegal.

By posting User Content, you grant, and represent and warrant that you have the right to grant, the Company an irrevocable, perpetual, non-exclusive, transferable, fully-paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt, and distribute such User Content for any purpose on or in connection with our Site and Services or their promotion, and to prepare derivative works. You may remove your User Content at any time; if you do, the license granted above will not expire.

Prohibited Conduct

You agree not to access or use any of our Site or Services in violation of any law or these Terms, or to solicit anyone else to do so. Without limitation, you also agree not to:

• Engage, or help anyone engage, in a spamming or phishing attack on or through the Site.
• Use, or help anyone use, any device, software, or routine to interfere with the proper operation of the Site or transactions conducted via it.
• Use any spider, robot, or other device or process to retrieve, index, “data mine,” or reproduce or circumvent the navigational structure or presentation of the Site or its Content.
• Forge headers or manipulate identifiers to disguise the origin of any message you send through the Site.
• Violate, or help anyone violate, the security or integrity of our Site, including hacking.
• Express or imply that we endorse any statements you make, absent our prior written consent.
• Register for more than one User account; register on behalf of another individual; or register on behalf of an entity without its permission.
• Use any funds derived from illegal activity to make any investment through our Site or Services.
• Use the Site or Services to: infringe intellectual-property rights; transmit unauthorized advertising or obscene, abusive, or defamatory material; violate any law or regulation; solicit Users toward competitive platforms or away from the Site; transmit a third party's personal information; or engage in fraudulent or deceptive conduct, including impersonation.
• Use the Site to advertise or solicit other Users for any purpose, commercial or otherwise.

Tokenization Matters

The Marketplace and Services may facilitate transactions for purchases and sales of certain blockchain-based Tokens that are a digital representation of indirect, fractionalized ownership in real estate. Subject to the limitations in these Terms and the applicable offering's materials, certain Users may be permitted to acquire Tokens through the Marketplace or such other means as the applicable issuer designates. Token issuance, wallet provisioning, custody, and transfer mechanics are governed by the applicable Marketplace and platform terms, custodian or wallet-provider terms, and the definitive offering documents for each offering, which control in the event of any conflict with these Terms.

Tokens may be issued and recorded on a supported blockchain (for example, the Polymesh blockchain) using smart contracts that provide an immutable ledger of transactions. We do not own or control the supported blockchain, your browser, or any third-party wallet, site, product, or service you may use to interact with the Services. You are solely responsible for keeping any wallet and its private keys secure and should never share your wallet credentials with anyone. The private keys necessary to access a non-custodial wallet are held solely by you; the Company has no ability to help you access or recover them.

Network fees. Transactions on a supported blockchain may require you to pay network or “gas” fees for the computational resources required. You acknowledge that the Company has no control over blockchain transactions, the method of payment of any network fees, or any actual payment of such fees, and that you are responsible for ensuring sufficient balances to complete any transaction.

Consent to Electronic Transactions and Disclosures

Because we operate largely on the internet, you consent to transact business with us online and electronically and to receive certain disclosures electronically, either via our Site or to the email address or mobile phone number you provide. You agree to receive electronically all documents, communications, notices, contracts, and agreements, including any IRS Form 1099 or other tax forms, arising from or relating to your use of the Site or Services (each, a “Disclosure”). This consent includes email, notifications through the Site, and, if you provide a mobile number, SMS (text messages). By providing your mobile number, you expressly consent to receive SMS messages related to your account, transactions, security alerts, and platform updates; standard message and data rates may apply. You have the right to withdraw your consent to electronic communications at any time by writing to support@retokenscapital.com; if you do, we may terminate your account and access to the Services, as electronic communication is essential to their operation. You may manage communication preferences, including opting out of promotional emails or non-essential SMS (for example, replying STOP to a text), through your account settings or the unsubscribe instructions in a communication. You may not be able to opt out of essential transactional or security-related communications. Our use of your information is governed by our Privacy Policy.

Electronic Funds Transfers & Payment Processing

Payments and investment funding made through the Marketplace are processed by third-party payment processors, banks, and escrow agents under their own terms of service and privacy policies. By using any of our Site or Services, you agree that we will not be liable for any damage or loss caused by your use of or reliance on any such third-party service. You must agree to the applicable processor's or escrow agent's terms in order to conduct transactions.

The Company's Intellectual Property Rights

The Company owns or has the legal right to use all of the intellectual property associated with the Services, including our name, trademarks and copyrights, the design of the Site, our trade secrets, our business methods, and all artwork, text, video, photographs, audio, logos, taglines, and trade dress. You have no interest in this intellectual property other than the limited right (which we may terminate or suspend) to use the Services in accordance with these Terms. You shall not duplicate, publish, display, distribute, modify, create derivative works from, or exploit our intellectual property except as otherwise provided herein.

Copyright Complaints

If you believe that any material on our Site infringes a lawful copyright, you may email a written notice to our Designated Copyright Agent at legal@retokenscapital.com or mail it to: REtokens Capital LLC, 12904 E Nora, Suite C, Spokane Valley, WA 99216, Attn: Designated Copyright Agent. Please include: (1) your physical or electronic signature; (2) identification of the copyrighted work(s) claimed to be infringed; (3) identification of the allegedly infringing material and information sufficient to locate it; (4) your address, telephone number, and email address; (5) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in your notice is accurate and, under penalty of perjury, that you are the owner or are authorized to act on the owner's behalf.

Limitation of Liability

EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL WE OR ANY OF OUR OWNERS, MANAGERS, OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING FROM OR IN CONNECTION WITH YOUR USE OF ANY OF OUR SITES OR SERVICES OR CONTENT, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, AND EXCEPT WHERE PROHIBITED BY LAW, WE ARE FOUND LIABLE TO YOU FOR ANY DAMAGE OR LOSS ARISING OUT OF OR CONNECTED WITH YOUR USE OF OR ACCESS TO ANY OF OUR SITES OR SERVICES OR ANY CONTENT, OUR LIABILITY SHALL IN NO EVENT EXCEED SUCH AMOUNT AS IS REQUIRED BY LAW. NOTHING IN THESE TERMS WAIVES OR LIMITS ANY RIGHT OR REMEDY YOU MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS OR FINRA RULES THAT CANNOT BE WAIVED OR LIMITED.

THE LAW OF SOME JURISDICTIONS RESTRICTS, OR PROHIBITS ALTOGETHER, CONTRACTUAL LIMITATIONS OF LIABILITY AND LIMITATIONS ON DAMAGES. THEREFORE, THE FOREGOING LIMITATIONS MIGHT NOT APPLY TO YOU IN WHOLE OR IN PART.

Indemnification

By accessing or using any of our Site or Services, you agree to indemnify and hold harmless the Company and its licensors and their respective owners, managers, officers, directors, members, shareholders, employees, contractors, agents, licensors, suppliers, predecessors, and successors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) made against us or our licensors by any third party due to or arising out of or in connection with your use of any of our Services or Site or Content. If you access or use the Site or Services on behalf of an entity, you agree, on behalf of that entity and yourself, to be jointly and severally responsible for these indemnification obligations.

Disclaimers

OUR SITES ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL CONTENT IS SUBJECT TO CHANGE WITHOUT NOTICE. WE CANNOT ENSURE, AND DO NOT PROMISE, THAT OUR SITES OR ANY CONTENT WILL BE FREE FROM ERROR OR OPERATE WITHOUT INTERRUPTION, OR THAT OUR SITES OR ANY FILES OR APPLICATIONS YOU ACCESS OR DOWNLOAD WILL BE FREE OF VIRUSES OR DESTRUCTIVE FEATURES. YOU ACCESS AND USE OUR SITES AND CONTENT AT YOUR OWN RISK.

WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT, AND COMPLIANCE WITH UNITED STATES FEDERAL AND STATE SECURITIES OR BLUE-SKY LAWS, SECURITIES-EXCHANGE OR SELF-REGULATORY-ORGANIZATION RULES, AND EQUIVALENT LAWS IN FOREIGN JURISDICTIONS.

WE RESERVE THE RIGHT TO DISCONTINUE, CHANGE, SUSPEND, REMOVE, OR DISABLE ACCESS TO ANY OF OUR SITES AND SERVICES AND ANY CONTENT, AND TO IMPOSE LIMITS ON THEIR USE, AT ANY TIME AND WITHOUT NOTICE OR LIABILITY.

TOKENS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN. ANY TOKEN TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN. THE COMPANY CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY UNDERLYING REAL ESTATE REPRESENTED BY TOKENS. SOME TRANSACTIONS UTILIZE NEW SMART-CONTRACT AND BLOCKCHAIN TECHNOLOGY THAT IS EXPERIMENTAL, SPECULATIVE, AND INHERENTLY RISKY AND MAY BE SUBJECT TO BUGS, MALFUNCTIONS, TIMING ERRORS, HACKING AND THEFT, OR CHANGES TO PROTOCOL RULES (“FORKS”), WHICH MAY EXPOSE YOU TO A RISK OF TOTAL LOSS OR FORFEITURE OF YOUR TOKENS. THE LAW OF SOME JURISDICTIONS RESTRICTS OR PROHIBITS CONTRACTUAL LIMITATIONS ON WARRANTIES, SO THE FOREGOING MIGHT NOT APPLY TO YOU IN WHOLE OR IN PART.

Governing Law; Venue and Jurisdiction

You agree that any dispute arising out of or in connection with our Site, Services, or these Terms will be governed by the laws of the State of Washington, without reference to conflict-of-laws principles that would require the application of the laws of any other jurisdiction. You agree to submit to the exclusive jurisdiction and venue of the state and federal courts located in Spokane County, Washington for all such disputes, and you waive any objection that such forum is improper or inconvenient. Nothing in this section limits any right you may have to pursue a claim or arbitration in a forum required by federal or state securities laws or FINRA rules where such rights cannot be waived.

Termination

If you wish to terminate your registration and account, you may do so at any time by contacting us at support@retokenscapital.com. Except as prohibited by law, we reserve the right to suspend, disable, or terminate any User account or registration at any time and for any or no reason, and to prevent any person from accessing or using any of our Site or Services at any time, subject to our recordkeeping obligations as a broker-dealer.

Additional Provisions

We reserve the right, at any time and without notice, to: (1) modify, suspend, or terminate operation of or access to our Site or Services, or any portion of them, for any reason; (2) modify or change our Site or Services and any applicable policies or terms; and (3) interrupt the operation of our Site or Services as necessary to perform maintenance, error correction, or other changes.

If any provision of these Terms is held to be void, unlawful, or unenforceable, that provision may be modified to the minimum extent needed to make it valid and enforceable, or, if not permitted, shall be severed, and the remaining provisions shall remain in full force and effect. Our failure to insist on or enforce strict performance of these Terms shall not be construed as a waiver of any provision or right. These Terms, and any rights or obligations hereunder, are not assignable or transferable by you except with our prior written consent, but may be assigned or transferred by us without restriction.

You grant us the right to take steps we believe are reasonably necessary or appropriate to enforce or verify compliance with these Terms, and you agree that we have the right, without liability to you, to disclose information to law-enforcement authorities, government officials, regulators, or third parties as we believe reasonably necessary or appropriate, including to cooperate with any legal process relating to your use of the Site or Services. These Terms confer no rights or remedies on any third parties. Section headings are for convenience only. These Terms constitute the entire agreement between you and us with regard to your access to or use of any of our Site or Services or Content, and supersede any prior written or oral agreements with respect to such use.

Contact Us

Please contact us at info@retokenscapital.com if you have questions about these Terms of Service or our Site or Services. You may verify the Company's broker-dealer registration on FINRA BrokerCheck.