Terms of Use

Welcome to Qiro (qiro.fi) ("Qiro," "we," "our," "us"). Qiro provides blockchain-based technology services that enable investors and borrowers to interact through smart contracts and Special Purpose Vehicles ("SPVs") for tokenized loan transactions.

Important: Qiro provides technology infrastructure and connectivity services only. Qiro does not itself issue, originate, hold custody of, or intermediate any loans, securities, or tokens. All token issuances are undertaken by independent SPVs or borrowers, and Qiro is not a counterparty.

All contractual relationships in respect of investments or loans are directly between Investors, SPVs, and Borrowers. Qiro does not diligence, verify, or endorse any SPV, Borrower, investment, or related disclosures, and users must rely solely on their own due diligence.

These Terms of Use ("Terms") govern your access to and use of the Qiro website, smart contracts, and related services (collectively, the "Services"). By accessing or using the Services, you acknowledge and agree to be bound by these Terms, and you confirm that you meet the applicable eligibility requirements.

If you do not agree with these Terms, you may not access or use the Services.

Eligibility Requirements

To access and use the Qiro platform and Services, you must meet the following eligibility criteria.

1. General Requirements

• You must be at least 18 years of age (or the legal age of majority in your jurisdiction)

• You must have the legal capacity and authority to enter into binding contracts

• You must not be a resident of or located in a jurisdiction that is sanctioned, restricted, or prohibited by applicable international laws

2. Investor Eligibility

If you are accessing the platform as an Investor, you represent and warrant that:

• You qualify as an accredited, professional, sophisticated, or otherwise qualified investor under the standards applicable in your jurisdiction

• You have successfully completed the AML/KYC verification required by the relevant Issuer (SPV) or its appointed service providers

• You shall provide accurate and complete tax residency self-certifications (including, where applicable, under FATCA and CRS regimes)

• You represent and warrant that you are not a Sanctioned Person and are not owned or controlled by any Sanctioned Person

• You understand and accept that investments involve risk of capital loss, and Qiro does not provide financial, legal, or tax advice

• You agree to comply with the Subscription Agreement and any offering documents relating to tranche tokens issued by SPVs

3. Additional Acknowledgments

In addition, you acknowledge and agree that:

• Your participation does not require licensing, registration, or authorization under the laws applicable to you, or that you have obtained all such required approvals

• You possess the knowledge, experience, and capacity to evaluate the merits and risks of participating in tokenized lending transactions

• You have not relied on Qiro, its affiliates, or its personnel for any investment recommendation, suitability assessment, or fiduciary duty

• All subscription funds or digital assets used are derived from legitimate, lawful sources

• You acknowledge that tranche tokens may be illiquid, non-transferable, or subject to restrictions

• You are solely responsible for all tax liabilities arising from your participation

4. Borrower (Asset Originator) Eligibility

If you are accessing the platform as a Borrower, you represent and warrant that:

• You are a duly incorporated legal entity in good standing under the laws of your jurisdiction

• You have the authority to enter into a Web3 Loan Agreement with the Issuer (SPV)

• You will provide all information and documentation required by the Issuer (SPV) or its service providers to satisfy AML/KYC and loan due diligence requirements

• You agree to comply with the loan covenants and permitted use of proceeds under the Web3 Loan Agreement

5. Prohibited Users

You may not use the Services if you:

• Are under the age of 18 (or the age of majority in your jurisdiction)

• Have been previously suspended or removed from the Qiro platform

• Provide false, misleading, or incomplete information

6. Important Notices Applicable to Your Use of the Service

Please read the following notices carefully. By accessing or using the Qiro platform and Services, you acknowledge and agree that:

Technology Service Provider Only

• Qiro acts solely as a blockchain platform service provider

• Qiro does not act as a bank, lender, broker, custodian, financial advisor, or securities dealer

• All contractual relationships exist directly between Investors, Issuers (SPVs), and Borrowers

No Advice

• Information provided is for informational purposes only

• Qiro does not provide legal, accounting, tax, financial, or investment advice

• You should obtain independent professional advice before making any decision

Risk of Loss

Participation in blockchain-based lending and investment structures involves significant risk, including the risk of partial or total loss of capital. Transactions on public blockchains are irreversible, and Qiro cannot reverse, cancel, or recover transfers.

User Responsibility

You are solely responsible for maintaining the security of your wallet, private keys, and access credentials. Qiro has no ability to access, recover, or replace lost or compromised keys or wallets.

No Guarantee

Qiro makes no representation, warranty, or guarantee regarding borrower repayment, performance of any investment, or enforceability of legal agreements. Past performance is not indicative of future results.

7. Token Transfer Controls

Transfer Restrictions

All digital tokens or other tokenized instruments ('Tokens') made available through or in connection with the Qiro Marketplace are subject to the Tokenisation Terms and related documentation. Users acknowledge and agree that:

• Tokens may not be freely transferable and may be subject to contractual restrictions

• Any attempted transfer in violation of such restrictions shall be null and void

• Qiro Marketplace reserves the right to prevent, block, suspend, or reverse any Token transfer that is unauthorized, unlawful, or non-compliant

Technical Controls

Users acknowledge that Qiro Marketplace may implement smart contracts, whitelisting, lock-up mechanisms, or other technical restrictions to enforce Token transfer limitations. Users shall not circumvent or attempt to circumvent any such technical controls.

No Guarantee of Liquidity

Qiro Marketplace makes no representation or warranty that Tokens will be tradable, liquid, or capable of transfer at any particular time. Users bear sole responsibility for understanding and accepting the illiquid nature and restrictions attached to any Tokens they acquire.

8. Use Restrictions of Service and Content

a. Permitted Use

• You may use the Services solely for lawful purposes and in accordance with these Terms

• You may access the platform only for your personal or internal business use as an eligible Investor or Borrower

b. Prohibited Use of Services

You shall not, and shall not attempt to:

• Use the Services for any unlawful, fraudulent, or prohibited activity

• Circumvent, disable, or tamper with any security features

• Use automated systems (bots, scrapers, crawlers) except as expressly permitted

• Interfere with or disrupt the normal operation of the platform

• Misrepresent your identity, eligibility status, or provide false information

• Attempt to gain unauthorized access to other users' wallets, accounts, or data

c. Restrictions on Content

All content made available through the Qiro platform is protected by intellectual property laws. You may not:

• Copy, reproduce, distribute, or modify the Content without prior written consent

• Use Qiro's Content for any commercial purpose other than your own permitted participation

• Create derivative works, reverse engineer, or extract source code

• Use Qiro's name, branding, or Content in a way that suggests sponsorship or endorsement

10. Dispute Resolution and Governing Law

Good Faith Resolution

The Parties shall first attempt in good faith to resolve any dispute through negotiations. If unable to resolve within thirty (30) days, the matter shall be referred to arbitration.

Arbitration

Any Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules. The seat of arbitration shall be Singapore, the language shall be English, and the tribunal shall consist of a sole arbitrator.

No Class or Representative Actions

The Parties agree that any Dispute shall be conducted solely on an individual basis. Neither Party shall bring or participate in any class, collective, or representative action.

Governing Law

These Terms of Use and any Dispute shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law principles.

11. Tax and Accounts Responsibility

User Responsibility for Taxes: Each user is solely responsible for determining, reporting, withholding, collecting, filing, and remitting any and all taxes that may be imposed under Applicable Law in connection with their participation.

No Responsibility for User Taxes: Qiro Marketplace shall have no obligation or liability for any taxes owed by any user, except where required by Applicable Law to withhold or deduct taxes at source.

12. Disclaimer of Representations and Warranties

IMPORTANT DISCLAIMER

The Services are provided strictly on an "as is," "where is," and "as available" basis. To the maximum extent permitted under Applicable Law, Qiro Marketplace expressly disclaims all representations, warranties, guarantees, covenants, conditions, and undertakings of any kind, whether express, implied, statutory, or otherwise.

No Representations Regarding Information

Qiro Marketplace makes no representation, warranty, or covenant that any content, data, documents, projections, forecasts, or information will be accurate, reliable, adequate, error-free, or suitable for any purpose, or that any investment opportunity has been approved, recommended, or endorsed.

No Advice or Fiduciary Duty

Qiro Marketplace does not provide, and nothing in the Services constitutes, investment advice, legal advice, tax advice, or any form of professional or fiduciary advice. Investors are solely responsible for conducting their own independent investigation and due diligence.

No Guarantee of Results

Qiro Marketplace makes no representation that any investment opportunity will be successful, profitable, or generate any particular result. All investments are subject to risk, volatility, illiquidity, and the potential loss of part or all of the invested capital.

13. Limitation of Liability

Maximum Limitation: To the fullest extent permitted under Applicable Law, in no event shall the Qiro Parties be liable to any user for any losses, damages, liabilities, costs, or expenses in excess of the greater of:

• The total fees actually paid by the user to Qiro Marketplace in the twelve (12) months immediately preceding the event giving rise to the claim; or

• One hundred United States Dollars (USD $100)

Exclusion of Certain Damages: The Qiro Parties shall not be liable for any indirect, consequential, incidental, exemplary, punitive, or special damages of any kind, including lost profits, loss of data, loss of goodwill, or business interruption.

Exceptions: Nothing in these Terms shall exclude or limit liability for fraud, fraudulent misrepresentation, willful misconduct, gross negligence, or any liability that cannot be excluded under Applicable Law.

14. Jurisdictional Access & Reverse Solicitation

No Active Solicitation

Qiro Marketplace operates as a technology service provider. Qiro does not conduct marketing, solicitation, or active promotion of the Services in any jurisdiction where such activities would be unlawful or require licensing. Any access occurs solely on the basis of the user's independent initiative and reverse solicitation.

User Representation of Reverse Solicitation

By accessing or using the Services, each user expressly represents that they have independently sought out and accessed the Services at their own initiative, without any solicitation by Qiro, and that their access complies with all applicable laws in their jurisdiction.

Restricted Jurisdictions

The Services are not offered to residents or entities in jurisdictions subject to comprehensive international sanctions or embargoes. Qiro reserves the right to restrict, suspend, or terminate access for users in any such restricted jurisdiction.

15. No Custody; User Control of Assets

User Control of Assets: All digital assets, stablecoins, or Tokens are at all times held in wallets controlled by the user or in segregated wallets operated by independent third-party service providers. Qiro does not accept deposits, take possession of, or exercise control over any user assets.

No Custodial Function: Qiro does not provide custodial, safekeeping, trust, escrow, or deposit-taking services. No fiduciary, trustee, or agency relationship is created by virtue of using the Services.

Risk of User Wallets: Each user is solely responsible for the custody, security, and management of their own private keys, wallets, and access credentials. Qiro has no ability to retrieve, replace, freeze, or reverse any transaction.

No Deposit Protection: Assets used in connection with the Services are not protected by deposit insurance, investor compensation schemes, or any government guarantee.

16. Independent SPVs & Borrowers

No Agency or Partnership: Each SPV, Borrower, and counterparty is an independent legal entity. Qiro does not act as agent, partner, joint venturer, employee, fiduciary, or representative of any SPV or Borrower.

No Responsibility for Counterparties: Qiro does not perform due diligence, verification, or endorsement of any SPV or Borrower. All disclosures, representations, and warranties are made exclusively by the relevant SPV or Borrower. Users enter into transactions entirely at their own risk.

17. General Provisions

Indemnity: The user agrees to indemnify, defend, and hold harmless Qiro Marketplace from and against any and all claims, actions, losses, liabilities, damages, and expenses arising out of the user's breach of these Terms, violation of any law, or misrepresentation of eligibility.

Force Majeure: Qiro Marketplace shall not be liable for any failure or delay resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, governmental orders, or blockchain-specific events.

Severability: If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force.

Assignment: These Terms may be assigned by Qiro Marketplace without restriction. Users may not assign their rights or obligations without prior written consent.

18. Notices

Any notice required under these Terms shall be in writing and shall be deemed duly given when delivered by electronic mail, posting on the platform, or courier/registered post.

Contact Email: [email protected]

Company: Celestia Market Inc., a company incorporated in Panama, with registration number 155772823