Terms And Conditions

Version 3

Effective: August 31, 2026

Cat 5 Partners, LLC d/b/a LienFi

legal@lienfi.com

1. Definitions

For purposes of these Terms, the following definitions apply:

"Assessed Value" means the assessed value of the real property associated with a Position as expressly stated in the applicable Position Terms for purposes of calculating a Foreclosure Payment. Assessed Value is not necessarily market value, appraised value, sale price, or realizable value.

"Books and Records" means the books, records, databases, ledgers, transaction records, and other records maintained or designated by Cat 5 to identify the person recognized by Cat 5 as the beneficial owner and Record Holder of each Position.

"Foreclosure Event" means the completion of a foreclosure, tax deed issuance or conversion, deed issuance, or comparable statutory or governmental process arising from an Underlying Instrument pursuant to which the Custodian, Cat 5, the Record Holder, or any nominee or other person acting for the benefit of the applicable Position acquires legal or equitable title to, or an ownership interest in, the real property underlying that Underlying Instrument by reason of ownership or enforcement of the Underlying Instrument. A Foreclosure Event does not include an ordinary third-party sale, conveyance, or refinancing of the property in which the Underlying Instrument is redeemed, satisfied, or paid and none of the foregoing persons acquires title to the property.

"Foreclosure Payment" means the contractual amount payable by Cat 5 to the applicable Record Holder in connection with a Foreclosure Event, equal to (a) the Purchase Price recorded for that Record Holder plus (b) three percent (3%) of the applicable Assessed Value, subject to the presentation, surrender, compliance, and other conditions stated in these Terms and the applicable Position Terms.

"Custodian" means LienFi Custody Services, LLC, an affiliate of Cat 5 Partners, LLC, or any successor or designated custody provider, acting solely in a custody, record-title, recordkeeping, and administrative capacity for eligible tax lien certificates, tax deeds, or related records accepted onto the Platform.

“Digital Wallet” means a blockchain-based wallet or software application controlled by a user through private cryptographic keys, used to interact with the Platform, including MetaMask, WalletConnect-compatible wallets, or other supported wallet providers.

“Final Redemption Amount” means the total amount actually required or accepted under applicable state or local statute, county or municipal procedure, or relevant instrument documents for a property owner, taxpayer, county, municipality, or other legally authorized party to redeem, satisfy, or otherwise resolve a tax lien certificate or tax deed. The Final Redemption Amount may include taxes, statutory interest, penalties, fees, costs, and other amounts as determined by law or administrative process, not by LienFi. A seller repurchase or platform settlement is not a statutory redemption.

"Liquidity Event" means a Statutory Redemption, Seller Repurchase, Foreclosure Event, sale, settlement, or other Resolution Event that gives rise to an amount payable to a Record Holder.

"Purchase Price" means the amount recorded in the Books and Records as paid by the current Record Holder to acquire the applicable Position, excluding network gas fees unless the applicable Position Terms expressly provide otherwise.

"Record Holder" means the person reflected in the Books and Records as the current beneficial owner of a Position and entitled, subject to these Terms, applicable Position Terms, presentation or surrender of the applicable Tokenized Position, compliance screening, and applicable law, to exercise the Platform rights associated with that Position.

"Holder" means the Record Holder of a Position as reflected in the Books and Records, unless the context expressly provides otherwise.

"LienFi" means Cat 5 Partners, LLC, doing business as LienFi, in its capacity as operator of the technology platform and marketplace interface. LienFi Custody Services, LLC is a separate affiliated entity and acts only in the custody and administrative capacities expressly described in these Terms and applicable Position Terms.

“Platform” means the LienFi web application, smart contracts, user interfaces, APIs, and related technology that enable eligible users to view, submit, list, purchase, sell, transfer, and manage discrete tax lien certificate and tax deed positions, subject to these Terms, applicable law, and Platform requirements.

"Platform Settlement Amount" means the amount payable to the current Record Holder of a Tokenized Position in connection with a Seller Repurchase, platform-facilitated settlement, or other non-statutory settlement event, as determined under the applicable Position Terms, Books and Records, transaction documentation, and disclosed fees. The Platform Settlement Amount may be based on the then-current Redemptive Value, another defined calculation, or another amount expressly stated in the applicable Position Terms.

"Position" means the beneficial ownership interest and associated rights and obligations relating to a specific Underlying Instrument, as recorded in the Books and Records and further reflected through applicable transaction documentation, custody records, smart contracts, and applicable law.

"Position Terms" means the position-specific terms, disclosures, Books and Records entries, settlement mechanics, custody information, ownership rights, restrictions, metadata, and other documentation associated with a specific Tokenized Position. Position Terms may be provided through the Platform, in a generated agreement, in metadata, through a downloadable record, through smart contract references, or through other transaction-specific documentation.

“Redemptive Value” means the estimated amount displayed on the Platform that may be required or accepted to redeem, satisfy, or otherwise resolve a tax lien certificate or tax deed under applicable law or administrative process at a given point in time. Redemptive Value is an estimate only. The actual Final Redemption Amount is governed by applicable law, county or municipal procedure, and relevant instrument documents, and may differ from the Redemptive Value shown on the Platform. Redemptive Value may also be used as an input to determine a Platform Settlement Amount if expressly provided in the applicable Position Terms.

"Resolution Event" means a Statutory Redemption, Seller Repurchase, Foreclosure Event, sale, transfer, foreclosure related or deed related process, expiration, cancellation, settlement, administrative adjustment, statutory resolution, or other event affecting a Position or Underlying Instrument.

“Seller” means an eligible user or entity, including an institutional seller where applicable, that submits a tax lien certificate, tax deed, or related real-world property tax instrument to the Platform for review, custody, and potential listing.

“Seller Repurchase” means a secondary transaction or platform-facilitated settlement through which the original seller or another authorized repurchasing party purchases, settles, or causes the resolution of an entire Tokenized Position from the current holder at the applicable Platform Settlement Amount. A Seller Repurchase is not a statutory redemption of the underlying tax lien certificate or tax deed.

“Seller Repurchase Right” means the contractual right, if provided in the applicable Position Terms, of the original seller or another authorized repurchasing party to repurchase or settle a Tokenized Position from the current holder before expiration, at expiration, or before another final resolution event.

“Statutory Redemption” means the redemption, satisfaction, payment, or other resolution of an Underlying Instrument by a property owner, taxpayer, county, municipality, or other legally authorized party under applicable state or local law, county or municipal procedure, or relevant instrument documents. Statutory Redemption does not include a Seller Repurchase unless applicable law independently treats the action as a statutory redemption.

“Smart Contract” means self-executing code deployed on a supported blockchain that facilitates, verifies, or records certain transactions or Platform functions.

“Tax Deed” means a deed, certificate, or other instrument issued or recognized by a governmental authority or applicable law relating to title, ownership, or rights in real property arising from unpaid property taxes or related statutory processes.

“Tax Lien Certificate” or “Lien” means a certificate, lien, claim, or other instrument issued or recognized by a county, municipality, or other governmental authority evidencing a lien on real property resulting from unpaid property taxes, as governed by applicable state and local law.

"Tokenized Position" or "Lien Token" means a blockchain-based receipt token associated with a specific Underlying Instrument and used as evidence of the beneficial ownership reflected in the Books and Records. A Tokenized Position is not the Underlying Instrument, does not itself constitute the definitive legal ownership record, and does not by itself transfer record or beneficial ownership unless and until the transfer is recognized and recorded by Cat 5 in accordance with these Terms and applicable Platform procedures. Each Tokenized Position is intended to relate to one discrete Underlying Instrument and is not intended to represent a fractional interest in a pooled portfolio, fund, or collective investment vehicle.

“Underlying Instrument” means a specific tax lien certificate, tax deed, or related real-world property tax instrument associated with a Tokenized Position.

“User,” “you,” or “your” means any person or entity that accesses or uses the Platform.

2. Eligibility and Account Registration

2.1 Eligibility Requirements

To use the Platform, you represent and warrant that:

1. You are at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is greater.
2. You have the legal capacity and authority to enter into a binding agreement.
3. You are not a resident of, or located in, any jurisdiction where use of the Platform, purchase or sale of tax lien certificates or tax deeds, or use of supported digital assets is prohibited by applicable law.
4. You are not listed on any U.S. Government list of prohibited or restricted parties, including the Office of Foreign Assets Control Specially Designated Nationals list.
5. You are not subject to sanctions, embargoes, or other restrictions that would prohibit your use of the Platform.
6. If you are acting on behalf of an entity, you have all necessary authority to bind that entity to these Terms.
7. You understand that transactions involving tax lien certificates, tax deeds, Tokenized Positions, and blockchain technology involve material risks, including loss of capital.

2.2 Wallet Connection and Identity Verification

Access to certain Platform features may require connection of a compatible Digital Wallet. By connecting your wallet, you:

1. Authorize the Platform to read your public wallet address and relevant public transaction history on supported blockchains for the purpose of facilitating Platform access, compliance, and transactions.
2. Acknowledge that your wallet’s private keys remain solely in your possession and control, and that LienFi does not hold, store, control, or have access to your private keys.
3. Accept full responsibility for the security of your private keys, seed phrases, passwords, devices, wallet credentials, and wallet activity.
4. Acknowledge that loss of access to your wallet may result in permanent, irrecoverable loss of access to digital assets, Tokenized Positions, or Platform functionality.

Cat 5 requires identity verification and sanctions screening, and may require know-your-customer, know-your-business, anti-money laundering, beneficial ownership, eligibility, source of funds, accreditation, or other compliance information, in connection with access to transactional Platform features. At a minimum, each initial purchaser, each person seeking to become or be recognized as a Record Holder following a transfer, and each person presenting a Tokenized Position to receive payment in connection with a Liquidity Event must complete the verification and screening required by Cat 5 before the applicable purchase, ownership record update, or payment will be completed.

2.3 Restricted Features

Certain listings, transactions, jurisdictions, assets, users, or Platform features may be restricted based on applicable law, Platform policies, custody requirements, compliance considerations, transfer restrictions, user status, or other criteria determined by LienFi. LienFi may deny, suspend, limit, or condition access to any feature at any time.

2.4 Accredited Investor or Other Status

Certain Platform features, listings, or transactions may be restricted to users who satisfy applicable legal, regulatory, sophistication, jurisdictional, or eligibility requirements. Where applicable, LienFi may require documentation or third-party verification before granting access to such features.

3. Platform Services and Scope

3.1 Description of Services

LienFi provides technology infrastructure for a marketplace for discrete tax lien certificate and tax deed Positions. Through the Platform, eligible users may, subject to Platform requirements, Books and Records procedures, compliance screening, and applicable law:

1. Submit specific tax lien certificates or tax deeds for review, custody, and potential listing.
2. Browse and evaluate listed tax lien certificate and tax deed positions made available by participating sellers.
3. Purchase, sell, transfer, and manage listed positions through the Platform.
4. View available property-level metadata, jurisdictional information, redemption mechanics, estimated redemption values, status updates, and other position-specific information.
5. Receive or claim amounts associated with a Position if and when the related Underlying Instrument is redeemed, repurchased, sold, subject to a Foreclosure Event, transferred, or otherwise resolved, provided that the claimant is the Record Holder, presents or surrenders the applicable Tokenized Position as required by Cat 5, completes required compliance screening, and satisfies applicable Platform procedures.

LienFi does not pool tax lien certificates or tax deeds. LienFi does not fractionalize listed positions. Unless expressly stated otherwise in transaction-specific documentation, each Tokenized Position is intended to correspond to a discrete Underlying Instrument.

3.2 No Pooling or Fractionalization

The Platform is designed to support discrete, position-level transactions in specific tax lien certificates and tax deeds. LienFi does not create pooled investment vehicles, commingled portfolios, fractionalized interests, pro rata claims, or collective investment products through the Platform.

Upon completion of an eligible purchase and entry of the purchaser in the Books and Records, the purchaser acquires beneficial ownership of the specific Underlying Instrument associated with that Position, subject to applicable law, the Custodian's record title holding, these Terms, and the applicable Position Terms. A user does not acquire an interest in Cat 5, LienFi Custody Services, LLC, any pooled portfolio, or any other user's Position.

3.3 Platform Role

LienFi operates as a technology platform and marketplace interface. Neither Cat 5 nor the Custodian is a broker-dealer, investment adviser, bank, fiduciary, underwriter, securities exchange, transfer agent, tax adviser, legal adviser, accounting advisor, or financial advisor. LienFi does not provide investment, legal, tax, accounting, or financial advice or recommendations to buy, sell, hold, transfer, or list any Position.

Cat 5 and the Custodian do not undertake to manage an Underlying Instrument for the purpose of generating or enhancing a Holder's economic return. Economic outcomes depend on the Underlying Instrument, applicable law, property owner behavior, governmental and judicial processes, property level facts, market conditions, and other factors outside their control. Cat 5 may accept or transmit funds or digital assets only as incidental and integral to the purchase, sale, settlement, administration, or resolution of a Position and does not offer standalone money transmission services.

Cat 5 maintains compliance controls in connection with Platform access and transactions and may refuse, delay, restrict, suspend, or condition any purchase, transfer, Books and Records update, Liquidity Event payment, or other activity pending completion of required identity, sanctions, KYC, AML, fraud, source of funds, or other review.

3.4 Custody, Beneficial Ownership, and Books and Records

Eligible Underlying Instruments accepted onto the Platform are intended to be held in the legal or record name of LienFi Custody Services, LLC, or another designated Custodian, solely for administrative efficiency, recordkeeping, receipt of governmental payments, transfer administration, and related ministerial functions. The Custodian is an affiliate of Cat 5. Holding record or legal title in the Custodian's name does not make the Custodian the beneficial owner of a Position and does not create any guarantee of redemption, liquidity, value, title condition, priority, foreclosure outcome, legal validity, collectability, or return.

Cat 5's Books and Records are the definitive Platform record of the person recognized by Cat 5 as the beneficial owner and Record Holder of each Position. The Tokenized Position functions as a receipt evidencing that recorded beneficial ownership. Possession or onchain transfer of a Tokenized Position alone does not require Cat 5 or the Custodian to recognize a change of ownership unless the Tokenized Position is presented through the applicable Platform process, the transferee completes required compliance screening, and Cat 5 updates the Books and Records.

A transfer of a Tokenized Position is not effective on the Books and Records until the Tokenized Position is presented through the applicable Platform process, the proposed transferee completes the compliance review required by Cat 5, and Cat 5 records the transferee as the new Record Holder. Cat 5 and the Custodian may continue to treat the person then shown in the Books and Records as the beneficial owner until that update is completed.

Payment following a Liquidity Event will be made only to the Record Holder shown in the Books and Records who presents or surrenders the applicable Tokenized Position in the form required by Cat 5 and completes required compliance screening. Presentation or surrender may include transfer to a designated address, burn, cancellation, or another method specified by Cat 5.

If a Tokenized Position is lost, destroyed, inaccessible, stolen, or otherwise cannot be presented, Cat 5 may, but is not required to, recognize a claim based on other evidence satisfactory to Cat 5. Cat 5 may require identity verification, affidavits, transaction records, indemnification, a bond, waiting periods, or other protections before updating the Books and Records or making any payment. Cat 5 may refuse a lost token claim if ownership cannot be established to its satisfaction or if competing claims exist.

Underlying Instruments held by the Custodian are not held in a segregated bankruptcy remote trust or account for Record Holders, and no Record Holder has a perfected security interest, lien, or priority claim against the Custodian or Cat 5 solely by reason of holding a Position or Tokenized Position. In an insolvency or bankruptcy involving Cat 5 or the Custodian, Underlying Instruments or related proceeds could be treated as property of an estate, become subject to competing claims, or otherwise be unavailable or delayed, and a Record Holder could be treated as a general unsecured claimant. Cat 5 may in the future appoint an independent collateral agent or similar representative and grant or arrange a priority security interest in Underlying Instruments for the benefit of Record Holders, but no such collateral agent, segregation arrangement, or security interest exists unless expressly implemented and disclosed in writing.

3.5 No Fund, Pool, or Entity Interest

Unless expressly stated otherwise in separate written documentation, positions available through the Platform are not intended to represent shares, membership interests, partnership interests, fund interests, debt obligations of LienFi or any affiliate, or interests in a pooled investment vehicle. A Tokenized Position does not entitle the holder to any equity, revenue share, dividend, governance right, liquidation right, or ownership interest in LienFi, Cat 5 Partners, LLC, LienFi Custody Services, LLC, or any affiliate.

3.6 Position Terms and Resolution Mechanics

Each Tokenized Position may be subject to Position Terms, Books and Records entries, custody records, transaction records, metadata, smart contract references, and other documentation made available through the Platform at or before the time of listing, purchase, transfer, repurchase, settlement, Foreclosure Event, or other resolution.

A Tokenized Position may be resolved in several ways, including Statutory Redemption of the Underlying Instrument, Seller Repurchase, Foreclosure Event, marketplace sale, transfer, another foreclosure-related or deed-related process, expiration, cancellation, administrative adjustment, or another process described in the applicable Position Terms.

If an Underlying Instrument is redeemed, satisfied, paid, sold, subject to a Foreclosure Event, transferred, or otherwise resolved under applicable law, amounts payable with respect to the Position will be made available only to the Record Holder reflected in the Books and Records who presents or surrenders the applicable Tokenized Position in the manner required by Cat 5, completes required compliance screening, and satisfies applicable Platform procedures, custody arrangements, disclosed fees, and applicable law.

The original seller or another authorized repurchasing party may have the right to repurchase or settle a Tokenized Position from the current holder at the applicable Platform Settlement Amount. Any such Seller Repurchase is a secondary transaction or platform-facilitated settlement and is separate from Statutory Redemption of the Underlying Instrument.

By purchasing, accepting, receiving, transferring, or holding a Tokenized Position, you agree to be bound by the applicable Position Terms, including any Seller Repurchase Right, Platform Settlement Amount, Foreclosure Payment, transfer restrictions, custody procedures, Books and Records procedures, presentation or surrender requirements, resolution procedures, and compliance procedures associated with that Position.

3.7 Seller Repurchase and Platform Settlement

A Seller Repurchase, if permitted under the applicable Position Terms, must apply to the entire Tokenized Position and may not create a fractionalized interest, pooled interest, pro rata claim, or shared portfolio exposure.

The Platform Settlement Amount may be based on the then-current Redemptive Value, a defined formula, a stated price, accrued amounts, disclosed fees, or another amount specified in the applicable Position Terms. The Platform Settlement Amount may differ from the Final Redemption Amount ultimately required or accepted under applicable law in connection with Statutory Redemption.

Upon completion of a Seller Repurchase, the applicable Platform Settlement Amount will be made available to the Record Holder only after satisfaction of the presentation or surrender, Books and Records, and compliance requirements described in these Terms and the applicable Position Terms. The repurchasing party may then be recorded as the new Record Holder, or the Tokenized Position may be retired, transferred, cancelled, or otherwise resolved in accordance with Platform procedures.

LienFi may maintain the Books and Records and related records of Position Terms, acceptances, beneficial ownership, transfers, Seller Repurchases, Platform Settlement Amounts, Foreclosure Events, Foreclosure Payments, Statutory Redemptions, custody records, transaction hashes, presentation or surrender of Tokenized Positions, and other related events for compliance, audit, seller reporting, custody, tax, operational, and legal purposes.

3.8 Foreclosure Payment

If a Foreclosure Event occurs with respect to a Position, Cat 5 will make available to the Record Holder, after completion of required compliance screening and presentation or surrender of the applicable Tokenized Position, a Foreclosure Payment equal to the Purchase Price recorded for that Record Holder plus an additional amount equal to three percent (3%) of the Assessed Value.

The Foreclosure Payment is a contractual settlement formula and is separate from Statutory Redemption. It is not an appraisal, a representation of market value, a share of the value of the underlying real property, or a guaranteed annualized yield. Upon payment of the Foreclosure Payment, the applicable Position will be retired, cancelled, or otherwise resolved, and the former Record Holder will have no right to take title to, possess, manage, control, or receive proceeds from a later sale or other disposition of the underlying real property unless the applicable Position Terms expressly provide otherwise. The Assessed Value may differ materially from the market value, appraised value, sale price, or proceeds associated with the underlying property. Any position-specific variation in the formula must be expressly stated in the applicable Position Terms.

The Platform may require the original seller or another responsible party to repurchase or take back the foreclosed Position or resulting property under separate seller documentation. Those arrangements do not increase the Record Holder's rights beyond the Foreclosure Payment unless the applicable Position Terms expressly provide otherwise.

3.9 No Guarantee of Availability

The availability of specific positions, sellers, purchasers, transactions, jurisdictions, payment methods, blockchain networks, or Platform features may vary and is subject to change without notice. LienFi does not guarantee that any particular position will be available, that any seller submission will be accepted, that any transaction will be completed, that any transfer will be permitted, or that the Platform will be continuously operational.

4. Tax Lien and Tax Deed Risk Disclosures

4.1 Redemptive Value vs. Final Redemption Amount

The Platform may display an estimated Redemptive Value for a tax lien certificate or related position. You acknowledge and agree that:

1. The Redemptive Value shown on the Platform is a calculated estimate based on available statutory rates, parcel data, lien information, seller-provided information, public records, third-party data, and Platform calculations as of the most recent data refresh.
2. Redemptive Value is not a guaranteed or promised return.
3. The Final Redemption Amount is determined solely by applicable law and may differ materially from the Redemptive Value displayed on the Platform due to accrual methodology differences, subsequent tax assessments, penalties, fees, costs, partial payments, administrative adjustments, data errors, reporting delays, legislative changes, or other factors.
4. LienFi makes no representation or warranty that the Redemptive Value displayed will equal, approximate, or bear any specific relationship to the Final Redemption Amount actually received upon redemption or other resolution.
5. Statutory interest rates, penalty structures, redemption timelines, and procedural requirements are set by law and may be amended by legislative, judicial, administrative, or regulatory action at any time.

4.2 Statutory and Jurisdictional Risks

Tax lien certificates and tax deeds are governed by a patchwork of state and local laws that vary significantly across jurisdictions. You acknowledge the following risks:

1. Redemption periods, interest rate caps, penalty structures, deed procedures, notice requirements, priority rules, and foreclosure procedures differ from state to state and may differ among counties, municipalities, or taxing authorities within the same state.
2. Legislative, judicial, administrative, or regulatory changes may alter the economic terms, procedures, risks, or enforceability of existing or future instruments.
3. A property owner or other authorized party may redeem, contest, challenge, satisfy, or otherwise affect a lien or deed at any time permitted by law.
4. Redemptions may occur sooner or later than expected, and early redemption may result in a shorter-than-anticipated holding period and lower-than-anticipated economic outcome.
5. Foreclosure, deed conversion, quiet title, sale, or other property-related processes, where applicable, may be complex, costly, uncertain, and time-consuming.
6. Certain instruments may be subject to bankruptcy stays, federal tax liens, municipal liens, prior liens, mortgages, title defects, notice defects, environmental obligations, litigation, or other encumbrances that may affect priority, enforceability, collectability, or value.

4.3 Property-Specific Risks

Each Underlying Instrument relates to specific real property. However, the value, status, or marketability of the underlying property may:

1. Be less than the amount paid for the position or less than the amount necessary to support recovery.
2. Be affected by environmental contamination, code violations, demolition orders, habitability issues, title defects, easements, access limitations, boundary disputes, zoning restrictions, casualty events, condemnation, liens, litigation, or other conditions.
3. Decline due to market conditions, natural disasters, neighborhood conditions, property condition, legal restrictions, or other factors outside the control of LienFi, the Custodian, sellers, purchasers, and holders.
4. Be encumbered by additional obligations or restrictions that affect the priority, enforceability, transferability, or net recovery value of the Underlying Instrument.

LienFi may conduct review procedures for assets submitted to the Platform, but any such review is for Platform eligibility, administrative, compliance, or operational purposes only. LienFi does not guarantee the validity, enforceability, priority, value, collectability, title condition, property condition, marketability, or legal status of any tax lien certificate, tax deed, Underlying Instrument, or underlying property.

4.4 Liquidity and Transferability Risks

Tax lien certificates and tax deeds may be illiquid. Although the Platform is designed to enable secondary-market transactions in listed positions, LienFi does not guarantee that any position can be sold, transferred, matched with a buyer, or liquidated at any price or within any timeframe. Market depth, buyer demand, pricing, transfer eligibility, compliance requirements, custody requirements, blockchain functionality, settlement timing, and Platform availability may vary materially.

Tokenized Positions may have limited transferability and may be subject to transfer restrictions under applicable law, Platform rules, custody requirements, smart contract controls, KYC or AML requirements, jurisdictional restrictions, or position-specific documentation.

4.5 No Guarantee of Returns or Outcomes

Past performance data, estimated Redemptive Values, stated statutory rates, expected timelines, property-level data, seller-provided information, Platform analytics, and other forward-looking or estimated information are provided for informational purposes only and do not constitute a guarantee, promise, projection, or assurance of future results.

Actual outcomes may be materially lower than estimated and may include loss of capital, delayed recovery, no recovery, administrative complications, legal disputes, title defects, invalidation, transfer restrictions, or other adverse results.

4.6 Tax Deed-Specific Risks

Tax deeds, deed-related instruments, and property-related rights may involve additional risks, including title defects, redemption rights, litigation, quiet title requirements, possession issues, eviction procedures, environmental liabilities, property maintenance obligations, insurance issues, code violations, tax obligations, transfer taxes, recording issues, and restrictions on resale. LienFi does not guarantee that any tax deed will convey clear, marketable, insurable, or transferable title.

5. Digital Asset and Blockchain-Specific Risk Disclosures

5.1 Wallet Security and Private Key Responsibility

You are solely responsible for maintaining the confidentiality and security of your Digital Wallet credentials, including private keys, seed phrases, passwords, devices, and associated accounts. LienFi will never request your private keys. If you lose access to your wallet or your private keys are compromised, your assets, Tokenized Positions, or access rights may be permanently and irrecoverably lost, and LienFi may have no ability to restore access or recover funds.

5.2 Smart Contract Risks

The Platform may utilize smart contracts deployed on one or more supported blockchains. You acknowledge that:

1. Smart contracts may contain bugs, vulnerabilities, design errors, integration errors, or other defects that could result in unintended behavior, transaction failure, loss of funds, loss of access, or incorrect records.
2. Any third-party audit, review, test, or security assessment does not guarantee the absence of defects.
3. Smart contracts, blockchain networks, bridges, oracles, wallets, interfaces, custody integrations, and other technical components may fail or be exploited.
4. LienFi is not responsible for losses resulting from smart contract exploits, blockchain network failures, wallet compromises, third-party attacks, oracle failures, user error, or third-party service failures, except to the extent liability cannot be excluded under applicable law.

5.3 Blockchain Network Risks

Transactions on the Platform may be processed on public blockchains and are subject to network congestion, gas fee fluctuations, protocol upgrades, hard forks, validator outages, sequencer outages, bridge risks, settlement delays, chain reorganizations, failed transactions, and other network-level events that may delay, alter, or prevent transactions. LienFi is not responsible for blockchain network performance, gas fees, failed transactions, or network-level events outside its control.

5.4 Oracle, Data, and Interface Risks

The Platform may rely on public records, seller-provided information, third-party data providers, blockchain data, oracles, APIs, and internal calculations. Such data may be incomplete, stale, inaccurate, unavailable, delayed, or corrupted. User interfaces may display information differently from underlying smart contract or custody records. You are responsible for reviewing transaction details carefully before approving any transaction.

5.5 Regulatory Uncertainty

The regulatory treatment of digital assets, tokenized real-world assets, blockchain-based platforms, tax lien certificates, tax deeds, custody arrangements, secondary market transactions, and related activities is evolving rapidly across federal, state, local, and international jurisdictions. Changes in law, regulation, enforcement priorities, agency interpretation, court decisions, or market practice may adversely affect the Platform, Tokenized Positions, Underlying Instruments, custody arrangements, transferability, liquidity, access, or user obligations.

LienFi may be required to modify, restrict, suspend, or discontinue certain features, listings, transfers, jurisdictions, payment methods, or services in response to regulatory, legal, compliance, operational, or risk developments.

6. Fees and Payment Terms

6.1 Platform Fees

Cat 5 may charge fees for Platform-related services. The then-current fee schedule and applicable fee methodology will be publicly posted on the Platform or the public LienFi website and, where applicable, displayed or otherwise made available before completion of the relevant transaction or action. Cat 5 may modify its fee structure prospectively by posting an updated fee schedule. Under the current structure, LienFi Custody Services, LLC does not deduct custody or redemption-processing fees from statutory redemption proceeds received for onward payment to a Record Holder.

6.2 Blockchain Transaction Fees

Blockchain transactions may require payment of network transaction fees, commonly known as gas fees, that are charged by the underlying blockchain network and not by LienFi. Gas fees are outside LienFi’s control and are generally non-refundable, including when a transaction fails, is delayed, or is rejected.

6.3 Taxes

You are solely responsible for determining, reporting, withholding, collecting, and paying any taxes, duties, levies, reporting obligations, or similar obligations arising from your use of the Platform, any transaction, any sale or transfer, any redemption or other resolution, any digital asset transaction, or any receipt of funds. LienFi does not provide tax advice. You should consult a qualified tax professional regarding the tax consequences of your activities.

7. Intellectual Property

All content, technology, trademarks, trade names, logos, user interfaces, visual designs, software code, algorithms, smart contract code, data compilations, documentation, and other intellectual property displayed on or used in connection with the Platform are the property of LienFi or its licensors and are protected by applicable intellectual property laws.

Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for lawful purposes in accordance with these Terms. You may not copy, modify, distribute, sell, lease, reverse engineer, decompile, exploit, or create derivative works based on the Platform except as expressly permitted by LienFi in writing or by applicable law.

8. User Conduct and Prohibited Activities

You agree not to:

1. Use the Platform for any unlawful purpose or in violation of applicable law, regulation, court order, sanctions program, or Platform rule.
2. Engage in fraud, misrepresentation, market manipulation, wash trading, spoofing, front-running, insider trading, abusive trading, or other deceptive conduct.
3. Use automated bots, scripts, crawlers, scrapers, or other automated tools to interact with the Platform without prior written authorization.
4. Attempt to gain unauthorized access to the Platform, smart contracts, systems, data, wallets, accounts, or other users’ information.
5. Circumvent or attempt to circumvent access controls, transfer restrictions, identity verification requirements, geographic restrictions, compliance controls, smart contract restrictions, or Platform rules.
6. Misrepresent your identity, authority, location, eligibility, accreditation status, sanctions status, wallet ownership, beneficial ownership, or any information provided to LienFi.
7. Submit false, incomplete, misleading, defective, encumbered, unauthorized, or otherwise improper tax lien certificates, tax deeds, documents, data, or records to the Platform.
8. Interfere with, disrupt, damage, disable, overburden, or impair the Platform or any related technology.
9. Use the Platform to transmit malware, harmful code, spam, phishing attempts, or malicious content.
10. Violate any intellectual property, privacy, publicity, contractual, property, or other rights of any person.

LienFi may suspend, restrict, or terminate access to the Platform if it believes, in its sole discretion, that a user has violated these Terms, applicable law, Platform policies, or risk controls.

9. Disclaimers and Limitation of Liability

9.1 As-Is Disclaimer

THE PLATFORM, ALL CONTENT, ALL DATA, ALL SMART CONTRACTS, ALL INTERFACES, ALL TOKENIZED POSITIONS, AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, QUIET ENJOYMENT, OR COURSE OF DEALING.

LIENFI DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE, COMPLETE, CURRENT, OR FREE FROM VIRUSES, DEFECTS, VULNERABILITIES, OR OTHER HARMFUL COMPONENTS.

9.2 No Warranty on Data Accuracy

LienFi uses commercially reasonable efforts to present available information regarding tax lien certificates, tax deeds, Tokenized Positions, Redemptive Values, statutory rates, property information, status updates, and related data. However, LienFi does not warrant the accuracy, completeness, timeliness, reliability, or availability of any data displayed on the Platform.

Data sourced from counties, municipalities, governmental authorities, sellers, custodians, third-party providers, public records, blockchain networks, or other sources may contain errors, omissions, delays, inconsistencies, or inaccuracies. The Final Redemption Amount and other legal consequences are governed by applicable law and may differ from any estimate, calculation, or data displayed on the Platform.

9.3 Non-Reliance; Independent Decision-Making

To the maximum extent permitted by applicable law, in acquiring, holding, transferring, or disposing of a Position you represent that you are relying on your own independent review and on the express terms of the applicable binding transaction documents, and not on oral statements, marketing materials, website summaries, projected yields, estimates, opinions, or other statements of Cat 5, the Custodian, their affiliates, sellers, personnel, or service providers that are not expressly incorporated into those binding documents.

You acknowledge that neither Cat 5 nor the Custodian undertakes to manage, improve, or enhance the economic performance of an Underlying Instrument on your behalf. Nothing in this Section limits liability for fraud or any other liability or right that cannot lawfully be waived or limited.

9.4 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CAT 5 PARTNERS, LLC, LIENFI CUSTODY SERVICES, LLC, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, SERVICE PROVIDERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SIMILAR DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF DIGITAL ASSETS, LOSS OF ACCESS, BUSINESS INTERRUPTION, TRADING LOSSES, DIMINUTION IN VALUE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAT 5'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE PLATFORM, ANY TOKENIZED POSITION, ANY UNDERLYING INSTRUMENT, OR ANY TRANSACTION SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO CAT 5 IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

Some jurisdictions do not allow certain limitations of liability, so some of the above limitations may not apply to you.

10. Indemnification

You agree to indemnify, defend, and hold harmless Cat 5 Partners, LLC, LienFi Custody Services, LLC, and their respective directors, officers, employees, contractors, agents, affiliates, service providers, and licensors from and against any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

1. Your access to or use of the Platform.
2. Your violation of these Terms.
3. Your violation of applicable law or regulation.
4. Your transaction, listing, purchase, sale, transfer, holding, redemption, or other activity involving any Position, Tokenized Position, or Underlying Instrument.
5. Your submitted information, documents, assets, listings, representations, or warranties.
6. Your violation of any rights of any third party.
7. Your wallet activity, private key security, or digital asset transactions.

Cat 5 reserves the right to assume exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with Cat 5's defense of such matter.

11. Dispute Resolution

11.1 Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, any Tokenized Position, any Underlying Instrument, any Position, or any transaction shall be resolved through binding individual arbitration administered by the American Arbitration Association ("AAA") in accordance with the AAA rules and procedures applicable to the dispute, except as otherwise provided in these Terms or required by applicable law.

The arbitration shall be conducted in Raleigh, North Carolina, unless otherwise required by applicable law or agreed by the parties. Judgment on the award may be entered in any court of competent jurisdiction.

11.2 Class Action Waiver

YOU AND CAT 5 AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THAT PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS MEMBER, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL IN ANY PURPORTED CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class, consolidated, collective, or representative proceeding.

11.3 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions, except to the extent federal law preempts Delaware law or applicable law requires otherwise.

11.4 Injunctive Relief

Notwithstanding the arbitration provisions above, Cat 5 may seek injunctive, equitable, or other emergency relief in any court of competent jurisdiction to prevent unauthorized access, security threats, misuse of the Platform, intellectual property violations, fraud, or violations of law.

12. Privacy and Data Practices

Your use of the Platform is also governed by our Privacy Policy, which is incorporated by reference into these Terms and describes how Cat 5 and, where applicable, the Custodian collect, use, process, retain, and disclose information. Where applicable law requires consent for a specific processing activity, consent will be obtained separately.

Cat 5 may collect information necessary to operate the Platform, maintain the Books and Records, comply with applicable law, manage risk, perform identity, sanctions, KYC, AML, and other compliance checks, process transactions, facilitate custody and Liquidity Events, support users, and improve Platform functionality. Such information may include wallet addresses, transaction records, beneficial-ownership records, identity-verification data, sanctions-screening information, user communications, device information, usage analytics, and other information submitted through or generated by the Platform.

13. Modifications to Terms

LienFi reserves the right to modify these Terms at any time. Material changes may be communicated via the Platform interface, email if provided, updated posting, or other reasonable means. Unless otherwise stated, revised Terms become effective when posted or otherwise made available.

Your continued use of the Platform following the effective date of revised Terms constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue use of the Platform.

14. Suspension and Termination

LienFi may suspend, restrict, or terminate your access to the Platform at any time, with or without notice, including where:

1. You breach these Terms or any Platform policy.
2. LienFi is required or reasonably believes it is required to do so by law, regulation, court order, sanctions program, or government authority.
3. Continued access poses a security, legal, compliance, operational, reputational, or financial risk.
4. You fail to complete required identity, sanctions, AML, eligibility, or other verification.
5. LienFi discontinues or modifies the Platform or any service.
6. A wallet, transaction, asset, listing, or user is flagged for suspicious, unlawful, or prohibited activity.

Upon suspension or termination, you remain responsible for all obligations incurred before suspension or termination. LienFi may make commercially reasonable efforts to support an orderly wind-down or resolution of outstanding positions, subject to applicable law, Platform requirements, custody requirements, and technical feasibility.

15. Force Majeure

LienFi shall not be liable for any failure or delay in performing its obligations where such failure or delay results from events beyond its reasonable control, including natural disasters, pandemics, acts of war or terrorism, civil unrest, labor disputes, government actions, sanctions, court orders, regulatory actions, blockchain network outages, sequencer outages, cyberattacks, power failures, telecommunications failures, internet failures, third-party service disruptions, banking disruptions, custody disruptions, public record system outages, or other events beyond LienFi’s reasonable control.

16. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

17. Entire Agreement

These Terms, together with the Privacy Policy and any supplemental terms, disclosures, Books and Records entries, custody records, transaction documents, Position Terms, and Platform rules presented through or in connection with the Platform, constitute the entire agreement between you and Cat 5 regarding the subject matter hereof and supersede all prior agreements, understandings, and communications, whether oral or written.

18. Contact Information

If you have questions about these Terms, please contact us at:

Cat 5 Partners, LLC / LienFi legal@lienfi.com

Acceptance of Terms

By clicking “I Agree,” connecting your Digital Wallet, creating an account, submitting a listing, purchasing or selling a position, or otherwise accessing or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms, including all risk disclosures contained herein.

You further acknowledge that:

1. You understand that tax lien certificates and tax deeds are real-world instruments governed by state and local law.
2. LienFi is a technology platform operated by Cat 5, not an investment advisor, broker-dealer, bank, fiduciary, underwriter, securities exchange, tax adviser, legal advisor, or financial advisor.
3. LienFi does not pool or fractionalize positions available through the Platform.
4. Each Tokenized Position is a receipt token intended to evidence the Record Holder's beneficial ownership of a specific Underlying Instrument as reflected in the Books and Records, and possession or transfer of the Tokenized Position alone is not the definitive legal record of ownership.
5. A Tokenized Position may be resolved through Statutory Redemption, Seller Repurchase, Foreclosure Event, marketplace sale, transfer, another foreclosure-related or deed-related process, expiration, cancellation, administrative adjustment, or another process described in the applicable Position Terms.
6. A Seller Repurchase is a secondary transaction or platform-facilitated settlement and is separate from Statutory Redemption of the Underlying Instrument.
7. LienFi Custody Services, LLC, an affiliate of Cat 5, may hold legal or record title to eligible Underlying Instruments solely for custody and administrative efficiency while the applicable beneficial ownership is reflected in the Books and Records.
8. You understand that the Books and Records, and not possession of a Tokenized Position standing alone, determine the person recognized by Cat 5 as the Record Holder and beneficial owner of a Position for Platform purposes.
9. You understand that payment following a Liquidity Event requires the Record Holder to present or surrender the applicable Tokenized Position, complete required compliance screening, and satisfy applicable Platform procedures, subject to Cat 5's limited lost token procedures.
10. You understand that Underlying Instruments are not currently held in a segregated bankruptcy remote arrangement and that no collateral agent or priority security interest for Record Holders exists unless separately implemented and disclosed in writing.
11. You understand that if a Foreclosure Event occurs, the applicable Record Holder may receive a Foreclosure Payment equal to the applicable Purchase Price plus three percent (3%) of the Assessed Value, as described in these Terms and the applicable Position Terms, and that payment of the Foreclosure Payment resolves the Position without giving the Record Holder a right to own or control the resulting real property.
12. The Final Redemption Amount, title consequences, foreclosure procedures, redemption rights, and other outcomes are determined by applicable law and may differ from information displayed on the Platform.
13. You have read and understand the tax lien, tax deed, digital asset, blockchain, liquidity, regulatory, and property-specific risk disclosures in these Terms.
14. You are solely responsible for your decisions, your due diligence, your tax obligations, and the security of your Digital Wallet.