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Terms of Service

Unicorn Invest Group LLC · Last updated: September 7, 2026

These Terms of Service (the "Terms") govern your access to and use of the Unicorn Invest website, application, and related smart contracts (together, the "Platform"). Unicorn Invest is operated by Unicorn Invest Group LLC, an Illinois limited liability company, that sources, develops, and sells real-estate projects, each held through a dedicated, single-purpose Illinois limited liability company (an "SPV") under its management. By using the Platform you agree to these Terms. If you do not agree, do not use the Platform.

1. What the Platform Is — and Is Not

The Platform lets verified investors fund real US construction projects with USDC on the Base network and receive return of capital plus profit on-chain. Each property is a separate offering conducted by Unicorn Invest Group LLC and, following its formation, the SPV designated for that property. The website and this documentation are informational; nothing on the Platform is itself an offer to sell, or a solicitation of an offer to buy, any security, nor is it investment, legal, tax, or financial advice. Any investment is made solely through the offering summary and token purchase agreement for the specific property and the on-chain contracts, on the terms set there.

2. Eligibility

You may use the Platform to invest only if you:

  • are at least 18 years old and have legal capacity to contract;
  • complete identity verification and sanctions screening (KYC), and, if you are a US person, accreditation verification;
  • qualify under an available exemption — Reg S (non-US), or, subject to final counsel review and platform rollout, Reg D 506(c) (US accredited) or Reg D 506(b) (US non-accredited); and
  • are not located in, or a resident or citizen of, any restricted or sanctioned jurisdiction, and are not on any applicable sanctions list.

Per-project participation limits are enforced on-chain. You are responsible for ensuring your participation is lawful where you live.

3. Accounts & Verification

To participate you register an email (used only for verification and notifications) and complete KYC. Identity verification and sanctions screening is performed by Didit; US accreditation verification, where applicable, is performed by a designated third-party accreditation provider. On a successful check, our backend records a privacy-preserving attestation to your wallet address in the on-chain KYC registry — it confirms that a wallet is verified and its investor type, without publishing your personal data. You agree to provide accurate information and to keep it current; verification can be revoked or expire.

4. Self-Custody Wallet

You interact with the Platform using your own self-custodied wallet (e.g. MetaMask, Coinbase Wallet, or a Ledger hardware wallet). Exchange-custodied wallets are not supported. You are solely responsible for your wallet, private keys, and seed phrase. We never hold your keys, can never move your funds, and cannot recover lost keys or reverse a transaction you sign. Every investment is authorized by your cryptographic signature, which also evidences your agreement to the applicable offering summary and token purchase agreement.

5. Investing, SPVs & the Flow of Funds

  • You invest USDC into a property's funding contract, which verifies your KYC, investor type, limits, and the deadline, then mints a non-transferable proof-of-investment token to your wallet.
  • Prior to a property's SPV being formed, funds raised are held in a 3-of-4 multi-signature wallet controlled by authorized representatives of Unicorn Invest Group LLC, subject to a separate trust arrangement governing custody of those funds pending formation. If the raise succeeds, funds (and the corresponding obligations to investors) are assigned to and assumed by the newly formed SPV, which converts a portion to USD through a regulated provider (e.g. Coinbase Prime) to fund construction.
  • Refunds and returns are claimed by you (a "pull" pattern), never pushed by us. If a raise fails to reach its goal by the deadline, or funds are not withdrawn within the protocol's timeout, you reclaim your USDC yourself. On completion, you claim your share of principal plus profit yourself, in a single transaction.
  • Offering terms — funding goal, minimum, deadline, and investor limits — are fixed in the contract at deploy and cannot be edited afterward. Any target return figures (including preferred return or profit split) are forward-looking targets only, capped by the property's actual final realized return, and are not guaranteed.

6. The Proof-of-Investment Token

Each investment mints a non-transferable ERC-20 token as on-chain proof of participation; wallet-to-wallet transfers are permanently disabled, and the token is burned when you claim a refund or your return. It is not a payment, utility, or governance token, is not tradeable, and is not intended to have any market value of its own. The token does not confer any membership interest, equity security, or voting or governance right in the SPV or in Unicorn Invest Group LLC.

7. Investment Risks

Participation involves substantial risk and you could lose some or all of your investment, including but not limited to:

  • Construction risk — cost overruns, delays, and market conditions;
  • Liquidity risk — the token is non-transferable and there is no secondary market; your capital is committed until the project completes or is refunded;
  • Smart-contract risk — software may contain bugs or be exploited;
  • Regulatory risk — laws governing securities and digital assets may change;
  • Tax risk — you are solely responsible for your own tax obligations, and applicable law may require us to withhold a portion of amounts otherwise payable to you.

Investments are not bank deposits and are not insured by the FDIC, SIPC, or any government agency. Projected returns are targets, not guarantees.

8. Fees

Unicorn Invest Group LLC's compensation consists solely of its share of residual profit under each property's distribution waterfall, as described in that property's offering summary; it receives no separate salary or management fee. Any additional platform or performance fees are described in each property's offering documents. You are also responsible for network (gas) fees on transactions you sign. We do not take custody of, or a spread on, your principal.

9. Prohibited Use

You agree not to:

  • provide false verification information or attempt to bypass KYC or jurisdiction controls;
  • use the Platform for money laundering, sanctions evasion, or any unlawful purpose;
  • interfere with, attack, or attempt to exploit the contracts or infrastructure;
  • access the Platform from a restricted jurisdiction or on behalf of a restricted person.

10. Third-Party Services

Verification (Didit and, where applicable, our accreditation provider), fiat conversion (Coinbase Prime or equivalent), wallet software, and block explorers are provided by third parties under their own terms. Their availability and conduct are outside our control.

11. Intellectual Property

The Platform's content, branding, and software (other than open-source components under their own licenses) are owned by Unicorn Invest Group LLC or its licensors. You may not copy, modify, or redistribute them except as permitted by law or those licenses.

12. Disclaimers & Limitation of Liability

The Platform is provided "as is" and "as available," without warranties of any kind. To the maximum extent permitted by law, Unicorn Invest Group LLC, its affiliates, and the SPVs are not liable for indirect, incidental, special, or consequential damages, or for losses arising from your wallet, third-party services, chain conditions, or transactions you authorize.

13. Indemnification

You agree to indemnify and hold harmless Unicorn Invest Group LLC, the SPVs, and their personnel from claims arising out of your use of the Platform, your breach of these Terms, or your violation of any law or third-party right.

14. Governing Law & Disputes

These Terms are governed by the laws of the State of Illinois, without regard to conflict-of-laws rules. Illinois law bears a substantial and reasonable relationship to the Platform's offerings, as the properties offered through the Platform are located in Illinois and each SPV is organized under the Illinois Limited Liability Company Act. Disputes arising out of a specific investment are subject to the dispute-resolution mechanism set out in that property's token purchase agreement, which generally provides for binding arbitration administered by the American Arbitration Association (or its International Centre for Dispute Resolution, for non-US investors), seated in Chicago, Illinois.

15. Changes & Contact

We may update these Terms; material changes will be reflected with a new date, and continued use constitutes acceptance. Questions can be directed to us through the official channels listed in the site footer and documentation.