Platform Terms of Use

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE NOLAVERSE PLATFORM. BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS.

1. Acceptance of Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Chere, Inc., a Louisiana corporation doing business as Nolaverse ("Nolaverse," "we," "us," or "our"), governing your access to and use of the Nolaverse platform, including all associated websites, mobile applications, and services (collectively, the "Platform"). By creating an account, accessing the Platform, or purchasing, selling, or holding any token on the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Platform.

1.1 Modification of These Terms

Nolaverse may modify these Terms from time to time. Where Nolaverse makes any material modification to these Terms, Nolaverse will provide you with advance notice of the modification and will present the revised Terms to you through the Platform. You will be required to affirmatively accept the revised Terms — by clicking "Accept" or through a substantially similar affirmative action — before you may continue to access or transact on the Platform. If you do not accept the revised Terms, you may decline and your account will be limited to viewing and withdrawal functions, and you may close your account and dispose of any Fractional Tokens you hold in accordance with Section 17. Non-material modifications, including corrections of typographical errors and changes that do not affect your rights or obligations, may be made without affirmative acceptance, and will be reflected by an updated Effective Date at the top of these Terms. Nolaverse will maintain a record of the version of these Terms accepted by each User and the date of acceptance.

2. Definitions

For purposes of these Terms, the following definitions apply:

"Asset" means any real world asset listed on the Platform for tokenization, including but not limited to real estate, art, collectibles, and other tangible or intangible property. "Concurrence" means Concurrence, Inc., the platform partner that owns and operates the Unified Ledger and provides the regulatory compliance and payment processing infrastructure used by the Platform. "Digital Ledger Technology (DLT)" means the category of distributed record-keeping technology used to record and manage ownership of Fractional Tokens. The Platform's specific implementation of DLT is the Unified Ledger. "M2MI" means Machine To Machine Intelligence Corporation, the technology provider responsible for the development of the Concurrence platform and the Unified Ledger. "Treasury Account" means the account maintained by Chere, Inc. into which User funds are deposited and from which settlement of Transactions is effected. "Unified Ledger" means the Digital Ledger Technology implementation owned and operated by Concurrence, Inc. on which ownership of Fractional Tokens is recorded. The Unified Ledger is a permissioned architecture comprising multiple blockchain components coordinated by a control plane. It is not a single permissionless public blockchain, and the control plane retains administrative capabilities including the ability to reverse, correct, or void records under the circumstances described in these Terms. "Fractional Token" means a digital security representing a fractional ownership interest in an Asset, issued and recorded on the Unified Ledger. "Issuer" means the entity or individual offering an Asset for tokenization and fractional investment on the Platform. "KYC/AML" means Know Your Customer and Anti-Money Laundering verification procedures required of all Users prior to transacting on the Platform, administered through the Concurrence platform. "Platform" means the Nolaverse digital marketplace, including all web and mobile interfaces, APIs, and associated services operated by Chere, Inc. "RWA" means Real World Asset — any physical or tangible asset whose ownership interest is represented and traded on the Platform as a Fractional Token. "Secondary Market" means the marketplace functionality within the Platform through which Users may buy and sell Fractional Tokens from and to other Users after the initial offering. "Successor Platform Operator" means any entity that acquires, succeeds to, or assumes operation of the Platform whether by merger, acquisition, sale of assets, assignment, or operation of law. "Transaction" means any purchase, sale, transfer, or other disposition of a Fractional Token on the Platform. "User Account" means the registered account created by a User to access and transact on the Platform.

3. Description of the Platform

Nolaverse is a digital marketplace that enables the tokenization of Real World Assets (RWA) and the purchase and sale of Fractional Tokens representing ownership interests in those Assets. The Platform is designed to provide liquidity to Asset sellers and investment opportunity to buyers, enabling broad participation in fractional ownership of real estate, art, collectibles, and other asset classes. Ownership of Fractional Tokens is recorded on the Unified Ledger, a Digital Ledger Technology implementation owned and operated by Concurrence, Inc. The Unified Ledger is a permissioned architecture comprising multiple blockchain components coordinated by a control plane. It is not a single permissionless public blockchain. The control plane permits administrative management of records, including the ability to reverse or correct records in certain circumstances as described in Section 9 of these Terms. Nolaverse does not act as a broker-dealer, investment adviser, financial planner, or fiduciary. The Platform is a technology marketplace that facilitates transactions between Issuers and investors. Nothing on the Platform constitutes investment advice, and Users are encouraged to seek independent financial, legal, and tax counsel before making any investment decision.

3.1 Your Contracting Party

Your agreement is with Chere, Inc. Chere, Inc. is responsible to you for the operation of the Platform and for the performance of these Terms. Certain functions of the Platform are performed by service providers as described in Section 3.2. The involvement of a service provider does not create a separate contractual relationship between you and that provider except where you separately agree to that provider's terms, and does not relieve Chere, Inc. of its obligations to you under these Terms.

3.2 Platform Partners and Service Providers

The Platform is operated by Chere, Inc. with the following partners performing the functions described below:

• Concurrence, Inc. — owns and operates the Unified Ledger on which ownership of Fractional Tokens is recorded; provides the regulatory compliance infrastructure used by the Platform, including Know Your Customer (KYC) verification, Anti-Money Laundering (AML) monitoring, Counter-Financing of Terrorism (CFT) controls, Proliferation Financing (PF) safeguards, and Financial Action Task Force (FATF) compliance frameworks; and provides the payment processing infrastructure described in Section 7.
• Machine To Machine Intelligence Corporation (M2MI) — the technology provider responsible for the development of the Concurrence platform and the Unified Ledger.

The Concurrence platform is available as a smartphone application and a desktop web-based interface. Where your use of the Platform requires you to accept the terms of a service provider, those terms will be presented or linked to you at the point at which they apply.

4. User Eligibility & Account Registration

4.1 General Eligibility

The Platform is open to users globally, subject to applicable local laws and the restrictions set forth in these Terms. To create a User Account and transact on the Platform, you must:

• Be at least 18 years of age (or the age of legal majority in your jurisdiction, if higher);
• Have the legal capacity to enter into a binding contract in your jurisdiction;
• Not be a resident of, or subject to the jurisdiction of, any country or territory subject to comprehensive U.S. economic sanctions or on the FATF High-Risk Jurisdictions list;
• Successfully complete the KYC/AML verification process administered through the Concurrence platform; and
• Agree to and comply with all applicable laws and regulations in your jurisdiction governing investment in digital securities and fractional asset ownership.

4.2 Non-Accredited Investor Participation

In furtherance of Nolaverse's commitment to financial inclusion, the Platform accepts both accredited and non-accredited investors, subject to applicable offering structures and investment limitations. Non- accredited investors may be subject to investment limits in accordance with Regulation A+ or other applicable regulatory frameworks. The regulatory structure applicable to any particular offering will be specified in the offering documents for that offering. Nolaverse reserves the right to apply additional restrictions to specific offerings based on the regulatory structure of each token offering.

4.3 KYC/AML Compliance

All Users are required to complete identity verification and anti-money laundering screening prior to conducting any Transaction on the Platform. KYC and AML procedures are administered by Concurrence, Inc. and include, at minimum, identity verification, sanctions screening, Counter-Financing of Terrorism (CFT) controls, Proliferation Financing (PF) safeguards, and compliance with Financial Action Task Force (FATF) standards. Nolaverse reserves the right to suspend or terminate any User Account that fails to maintain compliance with applicable KYC/AML requirements.

5. Token Offerings & Fractional Ownership

5.1 Nature of Fractional Tokens

Fractional Tokens represent ownership interests in the underlying Asset and are issued as digital securities. Each Token offering is governed by a separate offering document, which will be made available to prospective investors and will describe the specific terms of the offering, including the Asset, valuation methodology, token price, total token supply, expected returns, and investor rights. Fractional Tokens do not represent ownership of the Platform, any intellectual property of Nolaverse, or any interest in Chere, Inc. Ownership of a Fractional Token confers only the rights expressly described in the applicable offering document.

5.2 Asset Valuation

Assets listed on the Platform are valued using methodology appropriate to the asset class, which may include independent appraisal, assessor records, market comparables, auction records, or other recognized valuation approaches. For real estate assets, valuation is anchored in assessor appraisal records. Nolaverse makes no representation or warranty as to the accuracy, completeness, or appropriateness of any valuation, and valuations are subject to change over time. Users are solely responsible for conducting their own due diligence prior to investing.

5.3 Regulatory Compliance of Offerings

Each token offering on the Platform is structured to comply with applicable federal and state securities laws. The specific regulatory exemption or framework applicable to any offering — which may include Regulation A+, Regulation D, or another available exemption — will be identified in the offering documents for that offering. Nolaverse, in partnership with Concurrence, Inc., maintains the compliance infrastructure required for offerings on the Platform, including investor eligibility verification, offering documentation, and regulatory reporting.

6. Buying & Selling Tokens

6.1 Primary Market

Users may purchase Fractional Tokens during a primary offering period, subject to the terms of the applicable offering document. All purchases are final upon settlement unless reversed by Nolaverse in accordance with Section 9 of these Terms.

6.2 Secondary Market

Following the conclusion of a primary offering, Fractional Tokens may be listed for sale on the Platform's Secondary Market. Users may buy and sell Fractional Tokens on the Secondary Market subject to these Terms, applicable offering documents, and regulatory requirements. Secondary Market pricing is determined by market participants and may fluctuate. Nolaverse does not guarantee liquidity on the Secondary Market.

6.3 Settlement & Record of Ownership

Ownership of Fractional Tokens is recorded on the Unified Ledger, which is owned and operated by Concurrence, Inc. The Unified Ledger record constitutes the official record of ownership. Settlement of Transactions occurs following completion of all applicable compliance checks and payment verification. Nolaverse reserves the right to delay or withhold settlement pending resolution of any compliance, payment, or technical issue.

6.4 Fees

Nolaverse may charge transaction fees, platform fees, or other charges in connection with the purchase, sale, or holding of Fractional Tokens. All applicable fees will be disclosed prior to the completion of any Transaction. Fees are subject to change with reasonable notice to Users.

7. Payment Services & Digital Payments

Payment processing infrastructure for the Platform, including digital payment processing, bank account services, and ACH transfers, is provided through the Concurrence platform. By using the payment features of the Platform, you authorize Nolaverse and Concurrence to process payments on your behalf. Where Concurrence's own payment terms apply to you, those terms will be presented or linked to you before you use the relevant payment feature.

7.1 Treasury Account

Chere, Inc. maintains the Treasury Account into which User funds are deposited and from which settlement of Transactions is effected. Chere, Inc. is responsible to you for funds held in the Treasury Account. Chere, Inc. will maintain records sufficient to identify the funds attributable to each User and will not use User funds held pending settlement for its own operating purposes. Funds held in the Treasury Account pending settlement or withdrawal do not accrue interest to the User unless expressly stated in the applicable offering documents.

7.2 Payment Methods and Screening

Nolaverse supports multiple payment methods as disclosed on the Platform from time to time. All payment information is subject to verification and compliance screening through the Concurrence platform. Nolaverse reserves the right to reject, delay, or reverse any payment that fails compliance screening or that is associated with fraud, error, or unauthorized activity.

8. The Unified Ledger — Important Disclosures

Ownership of Fractional Tokens is recorded on the Unified Ledger, a Digital Ledger Technology implementation owned and operated by Concurrence, Inc. The Unified Ledger differs in important respects from a single, permissionless public blockchain. Users should carefully read and understand the following disclosures:

• Architecture. The Unified Ledger is a permissioned architecture comprising multiple blockchain components coordinated by a control plane. It is not a single permissionless public blockchain, and access to it is controlled rather than open.
• Administrative capability. The control plane provides administrative authority over records on the Unified Ledger. Records may be updated, corrected, or reversed in the circumstances described in Section 9. Records on the Unified Ledger are therefore not immutable in the manner of records on a permissionless public blockchain.
• Purpose of this design. The architecture is designed to provide transparency, security, and auditability of ownership records while retaining the operational capability necessary to comply with regulatory requirements, respond to legal process, and protect Users from fraud, error, and unauthorized activity.
• Operation by Concurrence. The Unified Ledger is owned and operated by Concurrence, Inc. rather than by Chere, Inc. Chere, Inc. remains responsible to you under these Terms for the accuracy and availability of your ownership records, and will maintain the ability to evidence your holdings independently of the Unified Ledger interface.
• Controlling record. Nolaverse will make ownership records accessible to Users through their User Accounts. In the event of any discrepancy between a User's own records and the Unified Ledger record, the Unified Ledger record shall be controlling, subject to correction under Section 9 and to the dispute resolution process described in Section 14.

9. Transaction Reversals & Corrections

Because the Platform records ownership on the Unified Ledger, whose control plane retains administrative authority over records, Nolaverse retains the ability to reverse, void, or correct Transactions in certain circumstances. This capability is a feature of the Platform designed to protect Users and ensure regulatory compliance. Nolaverse may reverse or correct a Transaction in the following circumstances:

• Fraud or Unauthorized Activity — where a Transaction is determined to have been effected through fraud, identity theft, account compromise, or other unauthorized activity;
• Regulatory or Legal Requirement — where reversal is required by applicable law, court order, regulatory directive, or government authority;
• KYC/AML Disqualification — where a User is subsequently found to be ineligible due to failed or invalidated KYC/AML screening;
• Technical Error — where a Transaction was executed as a result of a platform error, system malfunction, or processing mistake;
• Payment Failure — where payment associated with a Transaction fails, is reversed by a financial institution, or is determined to be invalid; or
• Mutual Agreement — where all parties to a Transaction agree in writing to a reversal. Nolaverse will provide prompt notice to affected Users of any Transaction reversal and will make commercially reasonable efforts to restore any affected User to their pre-Transaction position. Subject to Section 15.3, Nolaverse shall not be liable for losses arising from a Transaction reversal made in good faith under these Terms. Users acknowledge that the ability to reverse transactions is a deliberate and disclosed feature of the Platform, and that this feature distinguishes the Platform from systems built on permissionless public blockchains where records cannot be altered.

10. Risk Disclosures

Investing in Fractional Tokens involves significant risks. By using the Platform, you acknowledge and accept the following risks, among others:

• Investment Risk — the value of Fractional Tokens may fluctuate and you may lose some or all of your investment. Past performance is not indicative of future results.
• Liquidity Risk — there is no guarantee that a secondary market will exist for any Fractional Token, and you may not be able to sell your tokens at the time or price you desire.
• Regulatory Risk — the regulatory environment for digital securities and tokenized assets is evolving. Changes in law or regulation may adversely affect the value, transferability, or legality of Fractional Tokens.
• Valuation Risk — asset valuations are estimates based on available information and methodology. Actual market value may differ materially from any stated valuation.
• Technology Risk — the Platform relies on digital infrastructure that may be subject to technical failure, cybersecurity incidents, or other disruptions.
• Issuer Risk — the performance of an Asset depends in part on the actions and financial condition of the Issuer. Nolaverse does not guarantee the performance of any Issuer or Asset.
• Reversal Risk — as disclosed in Section 9, Transactions may be reversed under certain circumstances, which could affect your ownership position.
• Platform Continuity Risk — as disclosed in Section 18, the Platform may cease operations or be transferred to a Successor Platform Operator.
• Service Provider Risk — the Platform depends on services provided by Concurrence, Inc., including operation of the Unified Ledger and provision of compliance and payment infrastructure. Interruption, failure, or cessation of those services may affect the availability of the Platform and of transactional functionality, as described in Section 18.5.
• Tax Risk — the tax treatment of Fractional Token investments may vary by jurisdiction and is subject to change. Users are responsible for understanding and complying with all applicable tax obligations.

11. Prohibited Conduct

Users may not use the Platform for any unlawful purpose or in any manner inconsistent with these Terms. Without limiting the foregoing, Users are prohibited from:

• Using the Platform to engage in money laundering, terrorist financing, tax evasion, or any other illegal financial activity;
• Providing false or misleading information in connection with account registration or KYC/AML verification;
• Attempting to circumvent any compliance, security, or access control measures on the Platform;
• Engaging in market manipulation, wash trading, or any deceptive trading practices;
• Accessing or using the Platform from any jurisdiction in which such access or use is prohibited by applicable law;
• Attempting to gain unauthorized access to any portion of the Platform or any other User's account; and
• Using the Platform in any manner that could damage, disable, or impair the Platform or interfere with any other User's use of the Platform.

12. Intellectual Property

All content on the Platform, including the Nolaverse name, logo, trademarks, visual design, software, text, graphics, and data, is the proprietary property of Chere, Inc. or its licensors and is protected by applicable intellectual property laws. Nothing in these Terms grants you any license or right to use any intellectual property of Nolaverse without express written permission.

13. Privacy & Data Use

Nolaverse collects, uses, and shares personal information in accordance with its Privacy Policy, available at www.nolaverse.io/privacy. By using the Platform, you consent to the collection and processing of your personal information as described in the Privacy Policy. Nolaverse is committed to protecting the privacy and security of User data and complies with applicable data protection laws, including, where applicable, the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). By using the Platform, you acknowledge that certain personal information, including identity verification data, is shared with Concurrence, Inc. for the purpose of conducting required KYC/AML screening, recording ownership on the Unified Ledger, and processing payments. Concurrence, Inc. processes that information on behalf of Nolaverse and subject to contractual data protection obligations. The categories of information shared, the purposes for which they are shared, and your rights in respect of that information are described in the Privacy Policy.

14. Dispute Resolution

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to conflict of laws principles, except as provided in Section 14.5 below.

14.2 Agreement to Arbitrate

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. Any dispute, controversy, or claim arising out of or relating to these Terms, the Platform, or any Transaction shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, except as otherwise provided herein. Arbitration shall take place in New Orleans, Louisiana, unless otherwise agreed by the parties. You will be asked to affirmatively acknowledge and accept this arbitration provision separately at the time you create your User Account. Your acceptance of the arbitration provision is recorded and maintained by Nolaverse. If you do not affirmatively accept this arbitration provision, you may not open a User Account or transact on the Platform.

14.3 Class Action Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING AGAINST NOLAVERSE. All disputes must be brought in your individual capacity only.

14.4 Right to Opt Out of Arbitration

You may opt out of the arbitration provision in Section 14.2 and the class action waiver in Section 14.3 by providing written notice to Nolaverse at the contact address set forth at the end of these Terms within thirty (30) days of first accepting these Terms. Your notice must include your name, the email address associated with your User Account, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms or your ability to use the Platform.

14.5 Users Outside the United States

Nolaverse acknowledges that certain jurisdictions, including member states of the European Union, the United Kingdom, and other jurisdictions with mandatory consumer protection laws, may restrict or prohibit the enforcement of choice-of-law provisions, mandatory arbitration provisions, class action waivers, or forum selection clauses against consumers resident in those jurisdictions. Accordingly, the provisions of Sections 14.1, 14.2, and 14.3 apply only to the extent permitted by the mandatory laws of your jurisdiction of residence. Where the mandatory law of your jurisdiction of residence provides otherwise, you retain any rights afforded to you by that law, including any right to bring proceedings in the courts of your jurisdiction of residence and any right to the protection of mandatory provisions of local consumer law. Nothing in these Terms limits or excludes any right you may have under mandatory law that cannot be limited or excluded by agreement.

15. Disclaimers & Limitation of Liability

15.1 Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. NOLAVERSE DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

15.2 Limitation of Liability

SUBJECT TO SECTION 15.3, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOLAVERSE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM, ANY TRANSACTION, OR ANY TOKEN INVESTMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO SECTION 15.3, NOLAVERSE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES PAID BY YOU TO NOLAVERSE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).

15.3 Exceptions to Limitation of Liability

Important — Nothing in these Terms limits liability for the following: NOTHING IN SECTION 15.1 OR SECTION 15.2, OR ANYWHERE ELSE IN THESE TERMS, EXCLUDES OR LIMITS THE LIABILITY OF NOLAVERSE FOR: (a) intentional acts, intentional fault, or willful misconduct; (b) gross negligence or gross fault; (c) fraud or fraudulent misrepresentation; (d) death or personal injury caused by negligence; (e) any liability that cannot be excluded or limited under applicable law, including without limitation Article 2004 of the Louisiana Civil Code; or (f) any liability arising under mandatory consumer protection law in your jurisdiction of residence that cannot lawfully be limited or excluded. The parties acknowledge that under Louisiana Civil Code Article 2004, any clause that in advance excludes or limits the liability of one party for intentional or gross fault causing damage to the other party is null. Section 15.3 is included to give effect to that principle. The limitations set forth in Sections 15.1 and

15.2 apply solely to conduct that does not fall within the exceptions listed in this Section 15.3.

16. Indemnification

You agree to indemnify, defend, and hold harmless Chere, Inc., its officers, directors, employees, agents, and service providers (including Concurrence, Inc. and Machine To Machine Intelligence Corporation) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the Platform, (b) your violation of these Terms, (c) your violation of any applicable law or regulation, or (d) any misrepresentation made by you in connection with your use of the Platform. This indemnification obligation does not extend to any claim arising from the intentional fault, gross fault, gross negligence, willful misconduct, or fraud of Nolaverse.

17. Account Suspension & Termination

Nolaverse reserves the right to suspend or terminate any User Account for violation of these Terms, failure to maintain KYC/AML compliance, suspected fraudulent or illegal activity, or as required by applicable law or regulatory directive. Except where immediate suspension is required by law, regulatory directive, or to prevent ongoing fraud or harm, Nolaverse will provide notice to the User prior to termination. Termination of a User Account does not extinguish the User's ownership of any Fractional Tokens held in that account. Upon termination, Nolaverse will: (a) maintain the User's ownership record on the DLT; (b) provide the User with a statement of tokens held; and (c) facilitate the orderly disposition or transfer of those tokens in accordance with Section 17.1 below.

17.1 Disposition of Tokens Following Termination

Following termination of a User Account, the User will have a period of ninety (90) days during which the User may: (a) list held Fractional Tokens for sale on the Secondary Market; (b) transfer held Fractional Tokens to another verified User Account, subject to applicable transfer restrictions; or (c) request that Nolaverse facilitate a disposition of the tokens on the User's behalf. Where the User takes no action within ninety (90) days, Nolaverse may, but is not obligated to, arrange for an orderly sale of the tokens and remit the net proceeds to the User, less reasonable costs of disposition. In all cases, the User's beneficial interest in the underlying Asset is preserved until the tokens are sold or transferred.

18. Platform Continuity, Wind-Down & Change of Control

Users should understand what happens to their Fractional Tokens in the event that Nolaverse ceases to operate the Platform, is acquired, or transfers the Platform to another operator.

18.1 Ownership Is Independent of the Platform

Your ownership survives the Platform. Fractional Tokens represent ownership interests in underlying Assets. Those ownership interests exist independently of the Platform and are not extinguished, forfeited, or diminished by any cessation of Platform operations, insolvency of Chere, Inc., or transfer of the Platform to a Successor Platform Operator. Nolaverse does not hold title to the underlying Assets on its own account, and Fractional Tokens are not claims against Chere, Inc.

18.2 Change of Control or Transfer of the Platform

In the event that Chere, Inc. is acquired, merges with another entity, or sells or transfers the Platform or substantially all of its assets, Nolaverse will require, as a condition of such transaction, that the Successor Platform Operator assume the obligations of Nolaverse under these Terms with respect to the maintenance of ownership records and the servicing of Fractional Tokens. Nolaverse will provide Users with not less than thirty (30) days' advance written notice of any such transaction, together with information identifying the Successor Platform Operator. Users who do not wish to continue with a Successor Platform Operator may, during that notice period, dispose of or transfer their Fractional Tokens in accordance with Section 17.1.

18.3 Wind-Down of the Platform

In the event that Nolaverse determines to cease operating the Platform and no Successor Platform Operator assumes its obligations, Nolaverse will implement an orderly wind-down process, which will include:

• Not less than ninety (90) days' advance written notice to all Users of the intended cessation of operations;
• Delivery to each User of a complete statement of Fractional Tokens held and the underlying Asset interests represented;
• A period during which Users may list Fractional Tokens for sale on the Secondary Market or transfer them to another holder;
• Transfer of the ownership register to a qualified successor recordkeeper, transfer agent, or other custodian of records, so that ownership records are preserved and remain accessible to Users; and
• Where applicable and practicable, coordination with Issuers to enable direct registration of ownership interests with the Issuer or the Issuer's transfer agent.

Nolaverse will use commercially reasonable efforts to ensure that no User's ownership interest is lost or rendered unenforceable as a result of a wind-down. Users acknowledge that wind-down may result in reduced or eliminated liquidity for Fractional Tokens and that Users may be unable to sell tokens at a desired price or at all during or after a wind-down.

18.4 Insolvency

In the event of the insolvency, bankruptcy, receivership, or liquidation of Chere, Inc., Fractional Tokens and the underlying Asset interests they represent are not assets of Chere, Inc. and shall not form part of the bankruptcy estate of Chere, Inc., except to the extent Chere, Inc. holds Fractional Tokens on its own account. Nolaverse will maintain records sufficient to identify and segregate User-held Fractional Tokens from any assets held by Chere, Inc. on its own account. User funds held in the Treasury Account pending settlement or withdrawal are held for the benefit of the Users to whom they are attributable. Nolaverse will maintain records sufficient to identify the funds attributable to each User.

18.5 Cessation or Replacement of a Service Provider

The Unified Ledger on which ownership of Fractional Tokens is recorded is owned and operated by Concurrence, Inc. In the event that Concurrence, Inc. ceases to operate the Unified Ledger, ceases to provide services to the Platform, or is otherwise unable to perform, Nolaverse will:

• Provide Users with notice of the change as soon as reasonably practicable;
• Take commercially reasonable steps to migrate ownership records to a replacement ledger, transfer agent, or recordkeeper, or to effect direct registration of ownership interests with the applicable Issuer or the Issuer's transfer agent; and
• Maintain records independent of the Unified Ledger sufficient to evidence each User's holdings, so that ownership can be established and preserved notwithstanding the unavailability of the Unified Ledger.

Users acknowledge that a change of service provider may result in temporary suspension of transactional functionality and in reduced or unavailable liquidity during any transition period. A User's ownership interest in the underlying Assets is not extinguished, forfeited, or diminished by the cessation or replacement of any service provider.

19. Death, Incapacity & Succession

Fractional Tokens are property and are transferable upon the death or incapacity of the holder in accordance with applicable law. This Section describes how Nolaverse handles such circumstances.

19.1 Death of a User

Upon the death of a User, the Fractional Tokens held in that User's account pass to the User's heirs, legatees, or estate in accordance with the applicable law of succession, the User's testament or will, or other applicable estate planning instrument. Nolaverse will, upon receipt of appropriate documentation, transfer the Fractional Tokens to the User's succession representative, executor, administrator, or the person or persons entitled to receive them. Appropriate documentation may include a certified death certificate, letters testamentary, letters of administration, judgment of possession, small succession affidavit, or equivalent documentation recognized in the User's jurisdiction, together with completed KYC/AML verification for the receiving party. Nolaverse may require such additional documentation as it reasonably deems necessary to establish the authority of the person claiming the tokens. Pending receipt of appropriate documentation, Nolaverse will place a hold on the deceased User's account to preserve the assets and prevent unauthorized transactions. Ownership records will be maintained during any such hold period.

19.2 Incapacity of a User

Where a User becomes incapacitated or is otherwise unable to manage their financial affairs, Nolaverse will recognize the authority of a duly appointed curator, conservator, guardian, agent under a valid power of attorney, or other legal representative, upon receipt of appropriate documentation evidencing that authority and completion of KYC/AML verification for the representative. The representative may thereafter access the account, manage holdings, and effect transfers on behalf of the incapacitated User, subject to the scope of their authority.

19.3 Designation of a Beneficiary or Authorized Contact

Users may, through their account settings, designate a beneficiary or authorized contact to be notified and to be recognized as the initial point of contact in the event of the User's death or incapacity. Such a designation is intended to facilitate the administrative process and does not by itself effect a transfer of ownership, override applicable succession law, or substitute for a valid testament, will, or other estate planning instrument. Users are encouraged to address their Fractional Token holdings in their estate planning documents and to consult qualified counsel regarding the disposition of digital assets.

19.4 Preservation of Ownership

In no event shall the death or incapacity of a User result in the forfeiture, escheat to Nolaverse, or extinguishment of that User's Fractional Tokens. Ownership interests are preserved on the Unified Ledger and remain the property of the User's estate or the User, as applicable, subject to applicable law governing unclaimed or abandoned property.

20. General Provisions

• Entire Agreement — These Terms, together with the Privacy Policy and any applicable offering documents, constitute the entire agreement between you and Nolaverse with respect to the Platform.
• Severability — If any provision of these Terms is found to be unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions shall remain in full force and effect.
• Waiver — Nolaverse's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
• Assignment — You may not assign your rights or obligations under these Terms without Nolaverse's prior written consent, except as provided in Section 19. Nolaverse may assign its rights and obligations subject to Section 18.2.
• Notices — Nolaverse may provide notices to you via email, through the Platform, or both. You agree that electronic notices satisfy any legal notice requirements. You are responsible for maintaining a current email address in your account settings.
• Force Majeure — Nolaverse shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, government action, cyberattack, or infrastructure failure. This provision does not limit liability for matters set out in Section 15.3.
• Survival — Sections 12, 15, 16, 18, 19, and 20 survive termination of these Terms or of your User Account.