Terms of Service

Last updated: March 2026

1. Introduction

Welcome to Clue, operated by Schema Labs (“Company,” “we,” “us,” or “our”). Clue is an operating system for shared ownership of real-world assets, accessible at useclue.com and through our associated applications (collectively, the “Platform”).

The Platform is built on BNB Chain and enables users to tokenize real-world assets, define ownership splits using the ERC-1155 token standard, and receive automated payouts when those assets generate income. All settlements and payouts are denominated in BUSD, a USD-backed stablecoin on BNB Chain.

2. Acceptance of Terms

By accessing or using the Platform, you agree to be bound by these Terms of Service (“Terms”). 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 Schema Labs.

We reserve the right to modify these Terms at any time. Changes will be posted on this page with an updated revision date. Your continued use of the Platform after any changes constitutes acceptance of the revised Terms. We encourage you to review these Terms periodically.

3. Description of Service

Clue provides a platform for the shared ownership and management of real-world assets through blockchain technology. Our core services include:

• Asset Tokenization: The ability to represent real-world assets (such as property, businesses, and investment deals) as ERC-1155 tokens on BNB Chain, with configurable ownership splits among multiple shareholders.
• Marketplace: A marketplace for buying and selling fractional shares of tokenized assets.
• Automated Payouts: On-chain income distribution that automatically allocates revenue generated by assets to shareholders in proportion to their ownership, settled in BUSD.
• Console: A management dashboard for asset creators and shareholders to monitor portfolios, manage assets, and track payout history.

4. User Accounts & Authentication

Access to the Platform requires authentication through Privy, our wallet-based authentication provider. By connecting your wallet, you create an account on the Platform. You are responsible for:

• Maintaining the security of your wallet and private keys. Schema Labs does not have access to your private keys and cannot recover them on your behalf.
• All activities that occur through your connected wallet address on the Platform.
• Ensuring your wallet is compatible with BNB Chain and that you have sufficient funds for any transaction fees (gas) required by the network.

You must notify us immediately if you suspect any unauthorized use of your account. We reserve the right to suspend or terminate accounts that violate these Terms.

5. KYC & Compliance

To participate in asset tokenization, trading, and payouts on the Platform, you are required to complete Know Your Customer (“KYC”) and Anti-Money Laundering (“AML”) verification. This process is handled by Didit, our identity verification partner, and includes:

• Government-issued identity document scanning and verification.
• Liveness detection and facial matching to confirm your identity.
• AML screening against global watchlists and sanctions databases.

Upon successful verification, your KYC status is recorded on-chain via the KYCRegistry smart contract. This enforcement is embedded directly in the ClueRWA token contract’s transfer function, meaning that every token transfer requires both the sender and the recipient to have valid KYC status. This cannot be bypassed, even through direct smart contract interactions.

KYC approval has an expiry period. You may be required to re-verify your identity periodically. Failure to maintain valid KYC status will prevent you from transferring, buying, or selling tokens on the Platform.

6. Asset Tokenization

Assets on the Platform are represented as ERC-1155 tokens deployed on BNB Chain via the ClueRWA smart contract. Each asset is assigned a unique token ID, and multiple units (shares) can be minted and distributed among shareholders according to defined ownership splits.

• Asset creators are responsible for ensuring that all information provided about an asset is accurate, truthful, and not misleading.
• Tokenization of an asset on the Platform does not constitute a transfer of legal title unless separately documented and executed in accordance with applicable law.
• Smart contracts governing asset tokenization are immutable once deployed. Schema Labs is not responsible for errors in token configuration that result from incorrect input by the asset creator.

7. Marketplace

The Clue Marketplace facilitates the buying and selling of fractional ownership shares in tokenized real-world assets through the ClueMarketplace smart contract. By using the Marketplace, you acknowledge that:

• All transactions are executed on-chain and are irreversible once confirmed on BNB Chain.
• Prices of shares are determined by market participants and may fluctuate. Past performance does not guarantee future results.
• Both buyers and sellers must have valid KYC status to complete transactions.
• Schema Labs does not guarantee liquidity for any asset listed on the Marketplace.

8. Payouts & Settlements

When tokenized assets generate income, the Platform’s automated payout engine distributes earnings to shareholders proportionally based on their ownership stake. Key terms regarding payouts:

• All payouts and settlements are denominated and distributed in BUSD, a USD-backed stablecoin on BNB Chain.
• Payout distribution is automated and executed on-chain via smart contracts. Schema Labs does not manually process individual payouts.
• You are solely responsible for any tax obligations arising from income received through the Platform. Schema Labs does not provide tax advice and does not withhold taxes on your behalf.
• Payouts are subject to the availability of income generated by the underlying asset. Schema Labs does not guarantee any minimum return or payout frequency.

9. Fees

The Platform may charge fees for certain services, including but not limited to asset tokenization, marketplace transactions, and payout processing. Applicable fees will be disclosed to you prior to the completion of any transaction. Additionally:

• All on-chain transactions require BNB Chain network gas fees, which are separate from Platform fees and are paid directly to network validators.
• Schema Labs reserves the right to modify its fee structure with reasonable notice. Updated fees will be posted on the Platform.

10. Intellectual Property

All content, branding, design, software, and technology associated with the Platform, including but not limited to the Clue name, logos, user interface, smart contracts, and documentation, are the intellectual property of Schema Labs and are protected by applicable intellectual property laws.

You may not reproduce, distribute, modify, create derivative works of, publicly display, or otherwise exploit any of our intellectual property without prior written consent from Schema Labs. Your use of the Platform does not grant you any ownership rights in our intellectual property.

11. Disclaimers

The Platform and all associated services are provided on an “as is” and “as available” basis without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

• Not Financial Advice: Nothing on the Platform constitutes financial, investment, legal, or tax advice. The information provided is for general informational purposes only. You should consult qualified professionals before making any investment decisions.
• Investment Risk: Investing in tokenized real-world assets carries inherent risks, including the potential loss of your entire investment. The value of tokenized assets may go up or down, and past performance is not indicative of future results.
• Smart Contract Risk: While our smart contracts have been designed with care, blockchain-based software may contain vulnerabilities. Schema Labs does not guarantee the error-free operation of its smart contracts.
• Regulatory Risk: The regulatory landscape for tokenized assets and blockchain technology is evolving. Changes in law or regulation may affect the availability or legality of certain Platform features in your jurisdiction.

12. Limitation of Liability

To the maximum extent permitted by applicable law, Schema Labs, its directors, officers, employees, affiliates, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or other intangible losses, arising out of or in connection with your use of the Platform.

This includes, without limitation, damages resulting from: unauthorized access to or alteration of your data or transactions; loss of funds due to smart contract vulnerabilities, network failures, or wallet compromise; any interruption or cessation of the Platform’s services; or any third-party conduct on the Platform.

In no event shall Schema Labs’ total aggregate liability exceed the total fees you have paid to Schema Labs in the twelve (12) months preceding the event giving rise to the claim.

13. Governing Law

These Terms shall be governed by and construed in accordance with applicable laws, without regard to conflict of law principles. Any disputes arising out of or in connection with these Terms or the Platform shall be resolved through binding arbitration in accordance with the rules of a recognized arbitration institution, unless otherwise required by applicable consumer protection laws in your jurisdiction.

14. Contact

If you have any questions about these Terms of Service, please contact us at:

Schema Labs
Email: hello@useclue.com
Website: useclue.com