Terms of Service

1. Introduction and acceptance

These Terms of Service ("Terms") govern your access to and use of the 1st.finance website, mobile and desktop applications, and all related services (together, the "Platform" or "Services").

The Platform is operated by MBZF Holdings ("MBZF Holdings", "we", "us", or "our"), a company registered in the Republic of Cyprus under registration number [Registration No.], with its registered office at Avlonos 1, Maria House, Nicosia, Cyprus.

By creating an account, accessing, or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy and Risk Disclosure, which are incorporated by reference. If you do not agree to these Terms, you must not access or use the Platform.

These Terms constitute a legally binding agreement between you and MBZF Holdings. Please read them carefully. They contain important information about your rights and obligations, including limitations of liability, an agreement on governing law, and provisions regarding the resolution of disputes.

2. Definitions

• "Account" means the account you register to access the Services.
• "Content" means all text, data, information, software, graphics, and other materials available on the Platform.
• "Digital Assets" means cryptocurrencies, stablecoins, and other blockchain-based assets supported by the Platform.
• "Tokenized Assets" means digital representations of underlying assets made available through the Platform, which may include tokenized equities, treasury instruments, real-estate interests, and similar products.
• "User", "you", or "your" means any individual or entity that accesses or uses the Platform.
• "Wallet" means the on-Platform record of your Digital Asset and Tokenized Asset holdings.

3. Eligibility

To use the Platform, you must:

1. Be at least 18 years of age, or the age of legal majority in your jurisdiction, whichever is higher;
2. Have the legal capacity to enter into a binding contract;
3. Not be a resident of, or located in, any jurisdiction where use of the Platform is prohibited by applicable law, or where MBZF Holdings has determined not to offer the Services;
4. Not be subject to any sanctions administered or enforced by the European Union, the United Nations, the United States Office of Foreign Assets Control (OFAC), or any other relevant authority, and not be listed on any sanctions or prohibited-persons list;
5. Not be using the Platform on behalf of any sanctioned or prohibited person.

We reserve the right to refuse access to, restrict, or terminate the Account of any User who does not meet these eligibility requirements, or for any other reason permitted under these Terms.

4. Account registration and security

4.1 Registration

To access certain features, you must register an Account and provide accurate, current, and complete information. You agree to keep this information up to date.

4.2 Verification (KYC/KYB)

As part of our legal and regulatory obligations, including anti-money-laundering ("AML") and counter-terrorist-financing ("CTF") requirements, you may be required to complete identity verification ("KYC") or, for business accounts, business verification ("KYB"). You agree to provide all information and documentation we reasonably request. We may suspend or restrict your Account, or limit your access to certain Services, until verification is satisfactorily completed.

4.3 Account security

You are responsible for safeguarding your Account credentials and for all activity that occurs under your Account. You must notify us immediately at hq@1st.finance if you suspect any unauthorized access or security breach. We are not liable for any loss arising from your failure to maintain the confidentiality of your credentials.

4.4 One account per user

Unless expressly permitted, you may maintain only one Account. We may merge, suspend, or close duplicate accounts.

5. The Services

5.1 Overview

The Platform provides access to a range of investment and trading products, which may include:

• Tokenized equities and other tokenized securities;
• Participation in initial public offerings ("IPOs") and early-stage offerings;
• Tokenized treasury and fixed-income instruments;
• Fractional tokenized real-estate interests;
• Digital Asset trading, swapping, and over-the-counter ("OTC") services;
• Collateral-backed lending and borrowing;
• Automated investment products and curated asset bundles;
• Funding via Digital Assets and bank wire transfer.

5.2 Availability

Products and features may vary by jurisdiction and may be added, modified, suspended, or withdrawn at any time. Nothing on the Platform constitutes an offer or solicitation in any jurisdiction where such an offer or solicitation is unlawful.

5.3 No investment, legal, or tax advice

The Platform and its Content are provided for informational purposes only and do not constitute investment, financial, legal, accounting, or tax advice, nor a personal recommendation. We do not assess the suitability or appropriateness of any product for you. You are solely responsible for your investment decisions and should seek independent professional advice where appropriate.

5.4 Execution and pricing

Where you place an order, swap, or transaction, you authorize us (or our service providers) to execute it in accordance with the Platform's operating rules. Prices, rates, yields, and values displayed may be indicative, may be subject to delay, and may differ from final execution values. Past performance is not indicative of future results.

6. Deposits, funding, and withdrawals

6.1 Digital Asset deposits

You may fund your Account by transferring supported Digital Assets to the deposit address provided for the relevant asset and network. You are solely responsible for sending the correct asset on the correct network and, where required, including any memo, tag, or destination identifier. Assets sent to an incorrect address or network, or without a required memo/tag, may be permanently lost and cannot be recovered.

6.2 Wire transfers

For deposits at or above the applicable minimum, you may fund your Account by bank wire transfer. Wire deposits are subject to review and approval, and to the provision of accurate beneficiary information and the unique reference assigned to your request. Funds are credited only after we confirm receipt. You are responsible for any bank, intermediary, or foreign-exchange fees.

6.3 Crediting

Deposits are credited to your Wallet following confirmation and any applicable verification. We may apply holds, limits, or additional checks in accordance with our AML/CTF obligations.

6.4 Withdrawals

Withdrawal requests are subject to verification, including two-factor authentication where enabled, and to review for security and compliance purposes. We may delay, decline, or reverse a withdrawal where required by law, where we suspect fraud or error, or where these Terms are breached.

6.5 Fees

Applicable fees (including swap fees, transaction fees, and spreads) are disclosed on the Platform and may change from time to time. You are responsible for all fees associated with your use of the Services.

7. Digital Assets and blockchain risks

You acknowledge and accept that:

1. Digital Assets and Tokenized Assets are highly volatile and may lose value rapidly, including their entire value;
2. Blockchain transactions are generally irreversible;
3. We do not control underlying blockchain networks and are not responsible for their operation, security, forks, or failures;
4. Regulatory treatment of Digital Assets and Tokenized Assets is evolving and may change, potentially affecting the availability, value, or legality of products;
5. The full Risk Disclosure forms part of these Terms and you should read it carefully before using the Services.

8. Tokenized Assets and investment products

8.1 Nature of Tokenized Assets

Tokenized Assets are digital instruments whose value may be linked to, or derived from, underlying assets. The rights attaching to a Tokenized Asset are defined by the relevant product documentation and applicable law, and may differ from holding the underlying asset directly. You may not have direct legal title to, voting rights in, or dividends from the underlying asset except as expressly stated.

8.2 Real-estate, treasury, IPO and other products

Real-estate, treasury, IPO, early-stage, lending, and similar products carry product-specific terms, risks, eligibility conditions, lock-ups, and fees, which are disclosed in the relevant product materials. By participating, you agree to those product-specific terms.

9. Referral and partner programs

9.1 Referral program

We may operate a referral program under which eligible Users earn rewards. Participation is subject to program-specific rules, which may be updated or withdrawn. Rewards may be withheld or reversed in cases of fraud, abuse, self-referral, or breach of these Terms.

9.2 Country Partner program

Where you apply to or participate in any partner, representative, or "Country Partner" arrangement, additional and separate contractual terms will govern that relationship, including any equity, shareholding, revenue-share, or profit-share arrangements. Nothing on the Platform's marketing pages constitutes a binding offer of any such arrangement; all partner arrangements are subject to separate due diligence, agreement, and applicable law.

10. Prohibited conduct

You agree not to:

1. Use the Services for any unlawful purpose, including money laundering, terrorist financing, fraud, tax evasion, or sanctions evasion;
2. Provide false, misleading, or fraudulent information;
3. Use the Services on behalf of an undisclosed third party, or circumvent verification or eligibility controls;
4. Attempt to gain unauthorized access to the Platform, other Accounts, or our systems;
5. Introduce malware, interfere with the operation of the Platform, or conduct unauthorized security testing;
6. Engage in market manipulation, wash trading, or other abusive trading practices;
7. Use bots, scrapers, or automated means except via interfaces we expressly authorize;
8. Infringe our or any third party's intellectual property or other rights.

Breach of this section may result in immediate suspension or termination and may be reported to relevant authorities.

11. Anti-money-laundering and compliance

We are committed to compliance with applicable AML, CTF, and sanctions laws. We may, without liability to you:

1. Request additional information or documentation at any time;
2. Monitor, review, and record transactions and communications;
3. Delay, freeze, decline, or reverse transactions;
4. Suspend, restrict, or close Accounts;
5. Report activity to, and cooperate with, regulators, law-enforcement, and other competent authorities,

in each case where we reasonably consider it necessary to comply with our legal obligations or to prevent suspected unlawful activity.

12. Intellectual property

The Platform, including its software, design, trademarks, logos, and Content, is owned by MBZF Holdings or its licensors and is protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Platform for its intended purpose. You may not copy, modify, distribute, reverse-engineer, or create derivative works except as permitted by law or with our written consent.

13. Third-party services

The Platform may integrate or link to third-party services (including price feeds, blockchain networks, payment and banking providers, and custodians). We are not responsible for third-party services and your use of them may be subject to separate terms.

14. Suspension and termination

14.1 By you

You may close your Account at any time, subject to settlement of any open positions, obligations, or pending transactions.

14.2 By us

We may suspend, restrict, or terminate your Account or access to the Services, with or without notice, where:

1. You breach these Terms or any applicable law;
2. We are required to do so by law, regulation, or a competent authority;
3. We reasonably suspect fraud, security risk, or unlawful activity;
4. You no longer meet eligibility requirements; or
5. We cease to offer the Services in your jurisdiction.

14.3 Effect of termination

On termination, your right to use the Services ceases. We will, where lawful and practicable, enable you to withdraw eligible assets, subject to verification, compliance checks, applicable fees, and any lawful holds. Provisions that by their nature should survive termination (including those on liability, indemnity, and governing law) will survive.

15. Disclaimers

To the maximum extent permitted by law, the Platform and Services are provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, accuracy, availability, or non-infringement. We do not warrant that the Services will be uninterrupted, error-free, secure, or free from delays, and we do not guarantee the accuracy or timeliness of any prices, valuations, or data.

16. Limitation of liability

To the maximum extent permitted by applicable law:

1. MBZF Holdings, its affiliates, and their respective directors, officers, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or investment value, arising out of or in connection with your use of the Services;
2. Our aggregate liability arising out of or in connection with these Terms and the Services shall not exceed the total fees you paid to us in the [twelve (12)] months preceding the event giving rise to the claim;
3. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, willful misconduct, or death or personal injury caused by negligence.

You acknowledge that Digital Assets and Tokenized Assets carry inherent risks and that losses resulting from market movements, your own decisions, blockchain operations, or third-party actions are not the responsibility of MBZF Holdings.

17. Indemnification

You agree to indemnify and hold harmless MBZF Holdings, its affiliates, and their respective personnel from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Services; (b) your breach of these Terms or applicable law; or (c) your infringement of any third-party right.

18. Changes to these Terms

We may amend these Terms from time to time. We will publish the updated Terms on the Platform and update the "Last updated" date. Where changes are material, we will take reasonable steps to notify you. Your continued use of the Services after changes take effect constitutes acceptance of the amended Terms.

19. Governing law and dispute resolution

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by and construed in accordance with the laws of the Republic of Cyprus, without regard to conflict-of-law principles.

The courts of the Republic of Cyprus shall have jurisdiction to settle any dispute arising out of or in connection with these Terms, save that we reserve the right to bring proceedings in the jurisdiction of your residence where required by law. Where applicable mandatory consumer-protection law grants you rights to bring proceedings in your country of residence, this clause does not affect those rights.

20. General provisions

• Entire agreement. These Terms, together with the Privacy Policy, Risk Disclosure, and any product-specific terms, constitute the entire agreement between you and us regarding the Services.
• Severability. If any provision is found to be invalid or unenforceable, the remaining provisions continue in full force.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign your rights or obligations without our consent. We may assign ours in connection with a merger, acquisition, or reorganization.
• Language. These Terms are provided in English. Any translation is for convenience only; the English version prevails.

21. Contact

For questions about these Terms, contact:

MBZF Holdings
Avlonos 1, Maria House, Nicosia, Cyprus
Email: hq@1st.finance