10.10 Disclaimers & Compliance Framework
1. Legal Nature of Asset Avenue and its Activities
Asset Avenue is a private membership-based club incorporated in Estonia. The platform enables approved members to access real estate projects that are independently launched and managed by legally distinct entities (Special Purpose Vehicles, or SPVs). Asset Avenue itself does not operate as a brokerage, exchange, fund manager, custodian, or financial intermediary.
Key distinctions:
Asset Avenue does not custody any user funds or digital assets. At no point are tokens or fiat/crypto assets held by Asset Avenue on behalf of users.
Asset Avenue does not issue tokens or securities. All investment tokens are issued directly by SPVs, which are separate legal entities created for each individual real estate project.
Asset Avenue does not promise passive income or returns. Any potential income is contingent upon active management of the real estate asset by token holders within the SPV DAO structure.
2. Membership-Only Access & DAO Governance
Participation in real estate offerings is restricted to verified members of Asset Avenue’s private club. Entry into the club requires:
KYC/AML verification conducted by our third-party compliance partner, ScaleCompliance AG (Switzerland).
Staking of a predefined amount of $AAV tokens.
Acceptance into the club, which is governed by a member-directed onboarding framework.
Upon joining, members receive governance rights and access to the ecosystem. Governance includes proposing, reviewing, and voting on real estate projects and operational matters related to both the club and project-specific SPVs.
Importantly: Membership alone does not confer investment access — only upon engaging directly with an SPV offering does a member receive tokens and assume responsibilities as an owner-manager of the asset.
3. SPV Token Offerings & Legal Separation
Each real estate investment opportunity is structured through a dedicated SPV (Special Purpose Vehicle), incorporated as an independent legal entity (likely in Estonia or a compliant jurisdiction). These SPVs:
Accept capital contributions directly from members.
Issue project-specific, non-fungible real estate tokens to contributors via smart contracts.
Convert funds into fiat where required and purchase real-world properties.
Facilitate investor governance via SPV-level DAOs.
Maintain full independence from the parent club (Asset Avenue).
Key Clarification: Asset Avenue does not participate in the issuance, custody, or sale of these tokens — it only serves as a gateway and facilitator of community interaction and governance.
4. No Custody, No Exchange Platform Conduct
Asset Avenue is not a Virtual Asset Service Provider (VASP) and does not operate a centralized exchange or custodial service. To maintain full regulatory compliance:
Asset Avenue does not allow users to maintain platform-based balances.
All transactions are conducted directly on-chain between members and SPVs.
Secondary sales of tokens occur on a peer-to-peer basis using smart contracts. Sellers set their own price and lock tokens in a smart contract. Buyers execute the purchase by sending funds directly to the seller’s wallet.
At no time does Asset Avenue take control over token custody, pricing, or execution of orders.
5. No Securities or Passive Investment Schemes
To avoid classification of tokens as securities under EU, U.S., or global standards, the following principles are strictly observed:
No promise of passive returns. Members are required to participate actively in property management and decision-making.
No profit-sharing based on the effort of others. Rental income is only distributed to those who vote, engage, or otherwise contribute to asset management.
No pooling of investor funds for discretionary management. Each SPV manages only one property or property cluster and operates under direct token-holder governance.
No public offering to unverified users. All offerings are limited to KYC’d members of the club and conducted privately by the SPVs.
These measures ensure that the tokens function as governance and ownership rights over a legal asset, rather than speculative securities.
6. Jurisdictional Disclosures and Taxation
Each SPV is responsible for:
Selecting its jurisdiction based on local tax efficiency and regulatory clarity (e.g., Estonia).
Managing its own fiat/crypto conversions and banking relationships.
Ensuring that contributors are treated either as capital contributors or co-owners, depending on legal structure.
Contributors are responsible for their own tax declarations and compliance in their respective jurisdictions. Asset Avenue does not provide tax advice or act as a financial advisor.
7. Disclaimers
Asset Avenue is not licensed as a financial services provider in Estonia or any other jurisdiction.
Participation in the club and its projects is at members’ own risk.
No content on the platform should be construed as financial advice, solicitation, or offer to sell financial products.
All users must seek independent legal and tax advice before participating.
8. Regulatory Readiness
Asset Avenue maintains a strong legal posture by:
Consulting with local legal counsel in Estonia and all SPV jurisdictions.
Regularly auditing its operational framework to ensure continued non-custodial and non-intermediary status.
Using third-party KYC/AML tools to ensure compliance with global standards.
Maintaining a detailed registry of DAO decisions and participation records to prove active involvement.
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