Terms & Conditions

Acceptance of Terms

Welcome to LAPIS Global LLC ("LAPIS," "we," "our," or "us"), a Wyoming limited liability company (Registration No. 2026-001860036). By accessing lapisglobal.us, app.lapisglobal.us (the "Platform"), or any related services, you ("User," "you," or "your") agree to be bound by these Terms & Conditions ("Terms") and our Privacy Policy, which is incorporated herein by reference.

If you do not agree with any part of these Terms, you must immediately discontinue use of the Platform and all associated services. These Terms constitute a legally binding agreement between you and LAPIS.

Description of Services

LAPIS Global LLC operates a technology platform that provides the following real estate project coordination and management services for development projects located in Mexico:

• Project Management ("Gerencia de Proyecto"): Oversight and coordination of development timelines, deliverables, vendors, and documentation at a service fee of 4.5% of the total project budget.
• Executive Project Services ("Proyecto Ejecutivo"): Facilitation of architectural and engineering plan preparation, including structural calculations and specialty engineering, priced per square foot as disclosed on the Platform.
• Contractor Marketplace: An online marketplace connecting project owners with vetted third-party construction contractors and service providers. See Section 5 for specific terms.
• Permit & License Coordination: Assistance tracking and coordinating government permits and licenses required for development projects in Mexico.
• Document Management: Secure cloud storage and organization of project documents, plans, and compliance records.
• Investor & Broker Coordination: Tools facilitating communication and documentation between project owners, accredited investors, and real estate brokers.

Platform Fees & Charges. By using the Platform, you acknowledge and agree that LAPIS may charge, and you authorize LAPIS to deduct from your Wallet, fees and charges including but not limited to:

• Project Management Fee ("Gerencia"): 4.5% of the total project budget, charged for oversight and coordination services.
• Executive Project Fee ("Proyecto Ejecutivo"): Per-square-foot fee for architectural and engineering plan services, as disclosed at the time of engagement activation.
• Platform Access & Management Fees: Fees for use of specific Platform modules, tools, or dashboards, as published on the Platform and subject to change with notice.
• Connection & Linking Fees ("Vinculación"): Fees charged when a project owner is connected to an investor, broker, or contractor through the Platform marketplace or referral network.
• Protection & Assurance Fees: Fees for project protection, compliance assurance, document verification, or risk mitigation services offered through the Platform.
• Commission Fees: Commissions may apply on transactions, capital placements, contractor engagements, or other activities facilitated through the Platform, at rates disclosed at the time of the applicable transaction.
• Processing & Administrative Fees: Fees for payment processing, document handling, expedited review, or other administrative services.

All applicable fees are disclosed on the Platform prior to the User's confirmation of any service engagement. Fee amounts and structures may be updated from time to time; updated fees apply to new engagements commenced after the effective date of the change. LAPIS will provide reasonable notice of material fee changes through the Platform or by email.

LAPIS provides a technology platform and project coordination services only. LAPIS is not a real estate broker, investment adviser, securities dealer, bank, money services business, or licensed contractor. All development projects are located in Mexico and are subject to applicable Mexican law. LAPIS does not guarantee project completion, investment returns, or regulatory approvals.

No Investment Advice; No Securities Offering

Nothing on the Platform or in any communication from LAPIS constitutes:

• Investment advice, financial advice, or a recommendation to invest in any project, property, or entity;
• An offer or solicitation to buy or sell any security, as defined under the Securities Exchange Act of 1934, the Securities Act of 1933, or applicable state "blue sky" laws;
• A guarantee of any financial return, rental income, capital appreciation, or project profitability.

Any project financial projections, budget estimates, or return scenarios presented on the Platform are illustrative only and are not representations of actual or expected results. Real estate development involves substantial risk, including the risk of total loss of invested capital.

LAPIS facilitates access to information about real estate development projects in Mexico. Participation by investors is governed by separate subscription agreements, operating agreements, or other instruments entered into directly between the parties. LAPIS is not a party to those investment agreements and makes no representations regarding their terms or enforceability.

If a project or offering involves the sale of securities, such offering must independently comply with all applicable federal and state securities laws, including any applicable exemptions such as Regulation D under the Securities Act of 1933. You are solely responsible for obtaining your own independent legal, tax, and financial advice before making any investment decision.

Escrow Accounts & Wallet

The LAPIS Platform includes a digital wallet feature ("Wallet") that reflects balances held in escrow accounts opened and maintained in the User's own name at regulated financial institutions. LAPIS does not hold, pool, commingle, or exercise discretionary control over User funds.

Key features of the escrow and wallet structure:

• User-Named Accounts: Each escrow account is established and titled in the User's legal name or entity name, not in the name of LAPIS or any LAPIS affiliate.
• No Commingling: User funds are not commingled with LAPIS operating funds or with funds of other users.
• Platform Fees: LAPIS service fees (e.g., 4.5% project management fee, executive project fees) are charged by deducting the agreed amount from your Wallet balance pursuant to your authorization at the time of service engagement.
• No Interest: LAPIS does not represent or guarantee that escrow accounts will earn interest. Any interest earned accrues to the User pursuant to the terms of the escrow account agreement with the financial institution.
• Withdrawal: Users may request withdrawal of available Wallet balances subject to the terms of the applicable escrow agreement and any pending project obligations.
• Third-Party Financial Institution: The escrow institution is a third party independent of LAPIS. LAPIS is not responsible for the acts, omissions, insolvency, or regulatory actions of any financial institution holding User funds.

The Wallet is denominated in U.S. Dollars (USD). Exchange rate risks associated with project costs incurred in Mexican Pesos (MXN) are borne solely by the User.

Contractor Marketplace

The LAPIS Platform includes a marketplace through which Users may connect with and engage independent third-party contractors, architects, engineers, and service providers (collectively, "Contractors") for development project work.

LAPIS's Role is Limited to Platform Facilitation. LAPIS does not employ Contractors, does not control the means or methods of their work, and is not a party to any agreement between a User and a Contractor. All contracts for construction or professional services are entered into directly between the User and the applicable Contractor.

Regarding Contractors, you acknowledge and agree that:

• LAPIS makes no representations or warranties regarding any Contractor's licensing, credentials, insurance, financial condition, workmanship, or performance.
• LAPIS conducts only limited, informational vetting of Contractors listed on the marketplace, which does not constitute an endorsement, guarantee, or certification of their qualifications.
• LAPIS is not liable for any Contractor's acts, omissions, errors, delays, defects in workmanship, or violations of law.
• Any dispute regarding Contractor performance, payment, or work quality is solely between the User and the Contractor. LAPIS may, at its sole discretion, provide dispute resolution facilitation but is under no obligation to do so.
• Users are responsible for independently verifying that any Contractor engaged through the Platform holds all required licenses and insurance under applicable Mexican law for the work to be performed.
• Payments to Contractors are made by Users directly from their Wallet or through other agreed payment mechanisms and are not transmitted by LAPIS.

Contractor Payment Retention (5% Performance Guarantee). To protect project owners from Contractor non-performance or defective work, the Platform includes a payment retention mechanism ("Retention") as follows:

• Retention Amount: Five percent (5%) of each payment milestone disbursed to a Contractor is withheld in the project owner's Wallet and not released to the Contractor until the Retention Release Conditions are met.
• Retention Release Conditions: The retained amount is released to the Contractor upon: (a) written confirmation by the project owner that the applicable scope of work has been completed and accepted, or (b) expiration of the applicable warranty or defect correction period as agreed between the parties, without unresolved defect claims, or (c) resolution of any dispute regarding the Contractor's performance in favor of the Contractor through the dispute resolution process described below.
• LAPIS's Role is Limited: LAPIS administers the Retention solely as a technical wallet function. LAPIS does not evaluate, inspect, or certify the quality or completeness of any Contractor's work. The determination of whether Retention Release Conditions have been met is made by the project owner and Contractor, not by LAPIS.
• Disputed Retention: If the project owner and Contractor cannot agree on whether Retention Release Conditions have been met within thirty (30) days of the Contractor's release request, either party may initiate the dispute resolution process under Section 17 (AAA arbitration). LAPIS will hold the Retention in the project owner's Wallet pending resolution and will disburse in accordance with the arbitrator's award or a written settlement agreement signed by both parties.
• LAPIS Not Liable: LAPIS is not liable to either the project owner or the Contractor for any loss, damage, or delay arising from the Retention mechanism, including any loss arising from a Contractor's failure to complete work, defects in workmanship, or the cost of remediation work.

LAPIS reserves the right to remove any Contractor from the marketplace at any time for any reason, including but not limited to complaints from Users, regulatory issues, or failure to meet Platform standards.

Eligibility & KYC / AML Compliance

To access the Platform, you must:

• Be at least 18 years of age;
• Be a natural person or a duly authorized representative of a legal entity with capacity to enter into binding contracts;
• Not be located in, organized under the laws of, or a resident of any country subject to U.S. economic sanctions administered by the Office of Foreign Assets Control (OFAC);
• Not be listed on any U.S. government list of prohibited or restricted parties, including the OFAC Specially Designated Nationals (SDN) list.

Know Your Customer (KYC) and Anti-Money Laundering (AML). LAPIS is required to conduct identity verification and due diligence on all Users in accordance with applicable law. As part of onboarding and ongoing compliance, we may require you to provide:

• Government-issued photo identification (e.g., passport, driver's license);
• Social Security Number (SSN) or Employer Identification Number (EIN) for U.S. persons or entities;
• Foreign Tax Identification Number or equivalent for non-U.S. persons;
• Entity formation documents for business entities;
• Proof of address;
• Beneficial ownership certification for entities, as required under FinCEN beneficial ownership rules;
• Source of funds documentation.

LAPIS reserves the right to suspend or terminate access to the Platform at any time if identity verification cannot be completed, if suspicious activity is identified, or if continued access would create legal or regulatory risk for LAPIS. LAPIS may be required to report certain transactions or activities to government authorities as required by law, including FinCEN SARs (Suspicious Activity Reports) where applicable.

FIRPTA Disclosure

LAPIS serves U.S. investors and other U.S. persons who participate in real estate development projects located in Mexico. The following tax disclosures are provided for informational purposes only and do not constitute tax advice. You must consult a qualified U.S. tax professional regarding your specific situation.

Foreign Investment in Real Property Tax Act (FIRPTA): FIRPTA (26 U.S.C. § 897) generally imposes U.S. tax on gains recognized by U.S. persons from the sale or disposition of interests in foreign real property. Gains or losses from Mexican real estate investments facilitated through the Platform may be subject to FIRPTA reporting requirements and U.S. federal income tax.

FBAR and FATCA: U.S. persons with financial interests in, or signature authority over, foreign financial accounts (including escrow accounts held in Mexico) may be required to file FinCEN Form 114 (FBAR) and/or IRS Form 8938 (FATCA) if applicable thresholds are met. Failure to file required reports can result in substantial penalties.

Mexican Withholding Tax: Transactions involving Mexican real property may be subject to Mexican withholding taxes, value-added tax (IVA), and capital gains tax (ISR) under Mexican law. LAPIS makes no representations regarding the tax treatment of any transaction in Mexico.

Tax Identification: LAPIS may be required to collect and report your U.S. Tax Identification Number (TIN/SSN/EIN) to comply with U.S. information reporting requirements. By using the Platform, you consent to such collection and reporting as required by law.

This section does not constitute legal or tax advice. LAPIS strongly encourages all Users to seek independent tax counsel before participating in any cross-border real estate transaction.

Electronic Signatures & Records (ESIGN / UETA)

By using the Platform, you consent to the use of electronic signatures and electronic records as provided by the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq., "ESIGN") and the Uniform Electronic Transactions Act ("UETA") as adopted in applicable states.

Specifically, you agree that:

• Electronic Signatures Valid: Any electronic signature you apply through the Platform (including clicking "I Agree," "Confirm," or similar acceptance mechanisms) constitutes your legally binding electronic signature with the same force and effect as a handwritten signature.
• Electronic Delivery: All disclosures, agreements, notices, and documents provided to you electronically satisfy any legal requirement that such communications be "in writing."
• Record Retention: LAPIS retains electronic records of all agreements and transactions in a manner that is accessible, retrievable, and reproducible.
• Right to Withdraw Consent: You may withdraw your consent to electronic communications at any time by contacting us at legal@lapisglobal.us. Withdrawal of consent does not affect the legality of any electronic agreements already executed.
• System Requirements: To access and retain electronic records, you must have a device capable of displaying HTML documents and a valid email address. LAPIS will notify you of any material change in hardware or software requirements.

Cancellation & Termination of Services

Termination by User. You may request cancellation of your Platform account at any time by contacting LAPIS at support@lapisglobal.us. Account cancellation does not automatically extinguish obligations arising from active service engagements.

Termination by LAPIS. LAPIS reserves the right to suspend or terminate your account, or any specific service, at any time for cause, including but not limited to: violation of these Terms, fraud, misrepresentation, non-payment of fees, failure to complete KYC, or if continued service would create legal or compliance risk. LAPIS will provide notice where practicable, but is not required to do so in cases of suspected fraud or legal violation.

Service-Specific Cancellation Policies:

• Project Management (Gerencia): The 4.5% project management fee covers services rendered up to the date of cancellation. No refund is provided for fees already earned on completed milestones. For services not yet commenced, a pro-rata refund may be issued at LAPIS's sole discretion.
• Executive Project Services: Once an executive project engagement is activated and work has commenced by LAPIS's engineering partners, no refund of the activation fee is available. If work has not commenced, a refund of the activation fee, less any processing costs, may be issued within 10 business days of cancellation request.
• Marketplace Transactions: Cancellation of contractor engagements is governed by the terms of the specific contract between User and Contractor. LAPIS has no obligation to refund amounts already released to Contractors.

Effect of Termination. Upon termination, your right to access the Platform ceases immediately. LAPIS will retain your data in accordance with our Privacy Policy and applicable law. Any outstanding fee obligations survive termination. Wallet balances (escrow account balances) remain accessible to you through the applicable financial institution irrespective of Platform account status.

Surviving Provisions. Sections 3 (No Investment Advice), 4 (Escrow), 7 (FIRPTA), 11 (Intellectual Property), 12 (Warranty Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), and 17 (Governing Law & Dispute Resolution) survive any termination of your account or these Terms.

User Conduct

You agree not to use the Platform to:

• Submit false, misleading, or fraudulent information, including in connection with KYC identity verification;
• Engage in money laundering, terrorism financing, or any activity prohibited under the Bank Secrecy Act or OFAC regulations;
• Impersonate any person or entity or misrepresent your affiliation;
• Upload malicious code, conduct denial-of-service attacks, or attempt unauthorized access to Platform systems;
• Reproduce, distribute, or commercially exploit Platform content without LAPIS's prior written consent;
• Use the Platform to circumvent or violate any applicable law or regulation;
• Engage in any activity that interferes with other Users' use of the Platform.

LAPIS reserves the right to monitor Platform usage for compliance with these Terms and applicable law and to report suspected illegal activity to appropriate authorities.

Intellectual Property

All content, technology, software, designs, trademarks, logos, and materials on the Platform are the exclusive property of LAPIS Global LLC or its licensors and are protected by applicable U.S. and international intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your own lawful purposes in connection with LAPIS services. This license does not include any right to sublicense, modify, distribute, sell, or create derivative works based on Platform content.

User-generated content (project documents, photos, plans) uploaded to the Platform remains your property. You grant LAPIS a non-exclusive, worldwide, royalty-free license to host, store, process, and display such content solely as necessary to provide the services.

Warranty Disclaimer

THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LAPIS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• Implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;
• Warranties regarding the accuracy, completeness, reliability, or timeliness of any content on the Platform;
• Warranties that the Platform will be uninterrupted, error-free, or free of viruses or other harmful components;
• Warranties regarding the performance, financial results, or legal compliance of any real estate project facilitated through the Platform;
• Warranties regarding the qualifications, licensing, or performance of any Contractor listed on the marketplace.

Nothing on the Platform constitutes professional legal, financial, tax, engineering, or architectural advice. Always consult qualified professionals before making decisions based on Platform content.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LAPIS, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, including but not limited to lost profits, lost revenues, lost data, loss of goodwill, business interruption, or cost of substitute services, even if LAPIS has been advised of the possibility of such damages.

Cap on Direct Damages. In no event shall LAPIS's total cumulative liability to you for any direct damages arising from or related to your use of the Platform exceed the greater of: (a) the total fees actually paid by you to LAPIS in the twelve (12) calendar months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100.00 USD).

The foregoing limitations apply to all causes of action in the aggregate, whether in contract, tort (including negligence), strict liability, or otherwise. Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, LAPIS's liability is limited to the maximum extent permitted by law.

Essential Basis. You acknowledge that the limitations of liability in this section are an essential element of the basis of the bargain between you and LAPIS. Without these limitations, LAPIS would not be able to offer the Platform and services at their current price.

Indemnification

You agree to indemnify, defend, and hold harmless LAPIS Global LLC and its members, managers, officers, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of or access to the Platform;
• Your violation of any provision of these Terms;
• Your violation of any applicable law, regulation, or third-party right;
• Any misrepresentation made by you, including in connection with KYC identity verification;
• Any dispute between you and a Contractor or any other third party;
• Any tax liability, including FIRPTA or FBAR obligations, arising from your participation in projects facilitated through the Platform.

LAPIS reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with LAPIS's defense of such claims.

Force Majeure

LAPIS shall not be liable or responsible for any delay, failure to perform, or interruption of services caused by circumstances beyond LAPIS's reasonable control, including but not limited to: acts of God; natural disasters; fire; flood; earthquake; epidemic or pandemic; war; terrorism; civil unrest; governmental actions; regulatory changes; internet outages or infrastructure failures; labor disputes; energy shortages; or actions of third-party service providers including financial institutions, cloud hosting providers, and payment processors.

In the event of a force majeure event, LAPIS will use commercially reasonable efforts to resume services as soon as practicable and will notify affected Users via the Platform or email. A force majeure event does not excuse User's payment obligations for services already rendered prior to the event.

Third-Party Links & Services

The Platform may contain links to third-party websites, applications, or services that are not owned or controlled by LAPIS. LAPIS has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party sites or services. LAPIS does not endorse or make any representations about third-party sites or the information, products, or services found there.

LAPIS uses third-party service providers including but not limited to Supabase (database infrastructure), Vercel (hosting), and financial institutions (escrow account management). Use of these third-party services is subject to their respective terms and privacy policies.

Governing Law & Dispute Resolution

Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles, except where federal law (including ESIGN, FIRPTA, and securities laws) applies.

Mandatory Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms, the Platform, or any services provided by LAPIS (a "Dispute") shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in English, and the seat of arbitration shall be Cheyenne, Wyoming. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Small Claims Exception. Notwithstanding the foregoing, either party may bring an individual action in small claims court for Disputes within that court's jurisdictional limit.

Injunctive Relief. Either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration, without waiving the right to arbitrate the underlying Dispute.

Time Limitation. Any arbitration demand must be filed within one (1) year after the date the cause of action accrued, or the claim is permanently barred.

Modifications to Terms

LAPIS reserves the right to update or modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on the Platform and updating the "Last Updated" date at the top of this page. For significant changes, we will also send an email notification to registered Users.

Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must cease using the Platform and may request account termination pursuant to Section 9.

Severability

If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, severed from these Terms. The remaining provisions of these Terms shall continue in full force and effect.

Contact Information

For questions regarding these Terms, please contact:

These Terms were last reviewed by legal counsel and updated on June 26, 2026. They replace and supersede all prior versions of LAPIS Global LLC Terms & Conditions.