Terms of Service.

Slivvy, Inc. (“Slivvy,” “Platform Operator,” “we,” or “us”), a Delaware corporation, operates a technology platform (the “Platform”) that enables individuals to form limited liability companies (“Asset LLCs”) for fractional co-ownership of high-value personal, recreational, and investment-use assets, including vacation homes, vehicles, motorcycles, recreational vehicles, watercraft, aircraft, real property, recreational equipment, collectibles, and other tangible assets capable of co-ownership through an LLC structure (each, an “Asset”).

By creating a Slivvy account, completing onboarding, or accessing any feature of the Platform, you (“Member” or “you”) agree to these Terms of Service (“Terms”) in their entirety. These Terms contain a mandatory binding arbitration clause and class action waiver in Section 17. You are waiving your right to a jury trial and to participate in any class action. If you do not agree, do not use the Platform.

1.1 What Slivvy Is Not

Slivvy is a technology platform and administrative manager only. Slivvy is not a broker-dealer, investment advisor, securities issuer, real-estate broker, insurance provider, financial planner, attorney, or appraiser. Nothing on the Platform constitutes investment, legal, tax, insurance, or financial advice.

1.2 Platform Services

• LLC formation and document generation tools.
• Asset listing, onboarding, and contribution management.
• Scheduling and use coordination among co-owners.
• Maintenance fee billing and collection.
• Default management and compelled sale administration.
• Peer-to-peer Unit transfer marketplace.
• Damage reporting and insurance coordination tools.
• Member communications and recordkeeping.

2.1 Eligibility

You must be at least 18 years old, have legal capacity to contract, not be barred by law from owning property or entering contracts, and provide accurate identity and contact information. The Platform is not intended for minors.

2.2 One Account Per Person

You may maintain only one Slivvy account. Creating duplicate accounts to evade suspension, default status, or these Terms is prohibited and grounds for permanent termination.

2.3 Identity Verification

We may require identity verification (KYC) at onboarding or any time thereafter. Verification is performed by a third-party provider; you authorize Slivvy and our verification provider to collect and process verification information as described in the Privacy Policy.

2.4 Account Security & Communications

You are responsible for the security of your credentials and for enabling and maintaining two-factor authentication where offered. By creating an account you consent to receiving electronic communications, including notices, invoices, default alerts, governance proposals, and disclosures. Electronic notices delivered through the Platform are deemed received upon transmission. You must maintain a valid email address and phone number on file at all times.

2.5 Payment Method on File

You must maintain a valid payment method at all times. You authorize Slivvy to charge your payment method for Maintenance Fees, damage remediation costs, default fees, transaction fees, and any other amounts owed under these Terms or any Asset LLC Operating Agreement. Failure to maintain a valid payment method constitutes a default under the applicable Operating Agreement.

Membership units (“Units”) issued by any Asset LLC on the Platform are not securities, are not registered under any federal or state securities law, and are not offered for investment purposes. Units represent a right of use and governance only. No economic return, dividend, or appreciation is promised or implied.

You acquire Units solely to obtain scheduled use rights to the applicable Asset and a proportional share of net proceeds upon dissolution after applicable deductions. You are not relying on the managerial efforts of Slivvy or any other party for financial gain. You have made an independent decision to join any Asset LLC and acquire Units.

Each Asset on the Platform is owned by its own Asset LLC. When you acquire Units in an Asset LLC, you become a Member of that LLC and agree to its Operating Agreement, the Asset Listing & Contribution Agreement (where applicable), the Fee Schedule, the Use Policy, and any other Exhibits referenced in the Operating Agreement (collectively, the “LLC Documents”).

The LLC Documents are separate legal agreements between the Members of that Asset LLC. Slivvy is not a Member of an Asset LLC, but acts as Platform Operator and administrative manager under the LLC Documents and these Terms. In the event of a conflict between these Terms and the Operating Agreement of a specific Asset LLC, the Operating Agreement governs the internal affairs of that LLC, and these Terms govern your relationship with the Platform.

Your use of any Asset is governed by the Use Policy in the applicable Operating Agreement. You agree to comply with all use restrictions for the Asset type, including:

• Vehicles & motorized assets — operation only by licensed drivers; no racing, off-road use outside designated parameters, or operation under the influence.
• Watercraft — operation only by licensed or documented operators where required; compliance with all U.S. Coast Guard, state, and local rules.
• Aircraft — operation only by FAA-certificated pilots with current medicals and ratings.
• Real property — compliance with HOA rules, occupancy limits, rental restrictions, and local ordinances; no subletting or short-term rental to non-Members for commercial profit.
• Equipment & heavy machinery — operation only by qualified and, where required, licensed operators.
• All Assets — no illegal use; no use that voids insurance; no unauthorized modifications; no commercial exploitation outside the LLC structure; no use by unregistered guests.

5.1 Good Standing Required

You may schedule or access use of any Asset only when your account is in Good Standing as determined in real time by the Platform. Good Standing requires no outstanding unpaid Maintenance Fees, no unresolved damage obligations, no pending platform violations, and a valid payment method on file.

Use of the Platform is governed by the Slivvy Platform Fee Schedule, which is incorporated by reference. The Fee Schedule may be updated on thirty (30) days’ written notice. Fees include:

• Tiered transaction fees on Unit sales, charged separately to the Buyer and Seller based on gross transaction value (e.g., 3% / 3% over $50,000; 4% / 4% from $25,001–$50,000; 5% / 5% at $25,000 and under).
• Maintenance Fees billed by the Platform on behalf of each Asset LLC and allocated pro-rata under the applicable Operating Agreement.
• Administrative & operational fees such as Default Administration Fees, Compelled Sale Administration Fees, Damage Assessment Coordination Fees, Insurance Claim Coordination Fees, Cancellation Fees, Unit Transfer Processing Fees, and LLC Formation / Listing Fees.
• Payment method surcharges. ACH payments incur no payment-processing surcharge. Credit and debit card payments are assessed an additional 3.0% payment-processing surcharge to cover card-network costs, disclosed at checkout. Surcharges are subject to applicable state law.

Splitting a single agreed-upon Unit sale into multiple smaller transactions to qualify for a lower fee tier is prohibited and constitutes a material breach of these Terms. Slivvy may aggregate related transactions occurring within thirty (30) days between the same parties and apply the fee tier applicable to the combined value.

The Platform operates a peer-to-peer marketplace for the sale and transfer of Units in Asset LLCs. All transfers must be conducted through the Platform and are subject to:

• The right of first refusal (“ROFR”) and other transfer mechanics set forth in the applicable Operating Agreement;
• Slivvy’s acceptance of the prospective Buyer, including identity verification and Good Standing;
• Payment of the applicable transaction fees and any payment processing surcharges;
• Execution of all required transfer and consent documents.

Off-platform transfers, side payments, and structures designed to evade ROFR or fee obligations are prohibited and may result in unwinding of the transfer, suspension, or compelled sale.

Failure to pay Maintenance Fees, damage remediation amounts, transaction fees, or other amounts when due, failure to maintain a valid payment method, repeated material violations of the Use Policy, or any other event of default specified in the applicable Operating Agreement constitutes a default. Defaults may result in interest, late fees, suspension of use rights, governance restrictions, and ultimately a compelled sale of the defaulting Member’s Units in accordance with Section 6.13 of the Operating Agreement.

Slivvy administers default and compelled sale processes in its capacity as Platform Operator. Compelled sales are subject to applicable transaction fees and a separate Compelled Sale Administration Fee.

Members are responsible for damage caused during their use, by their guests, or in violation of the Use Policy, in accordance with the applicable Operating Agreement. Damage must be reported promptly through the Platform.

Slivvy may coordinate inspection, assessment, and insurance claims, but does not provide insurance and is not the insurer of any Asset. Insurance coverage, deductibles, exclusions, and claims handling are governed by the applicable insurance policy maintained by the Asset LLC. Coordination services are subject to the Damage Assessment Coordination Fee and Insurance Claim Coordination Fee in the Fee Schedule.

You retain ownership of content you submit to the Platform — listings, photos, condition reports, messages, and other materials (“Member Content”). By submitting Member Content, you grant Slivvy a worldwide, royalty-free, sublicensable license to host, store, reproduce, modify, display, and distribute it solely for the purpose of operating, providing, and improving the Platform and the relevant Asset LLC’s use of it.

You represent that you have all rights necessary to submit Member Content and that it does not violate any third-party rights or applicable law. Slivvy may remove or refuse to display Member Content that violates these Terms or that we reasonably believe creates legal risk.

You agree not to:

• Use the Platform for any purpose other than its intended use as a fractional co-ownership platform;
• Scrape, crawl, reverse engineer, decompile, or commercially exploit Platform data;
• Attempt to gain unauthorized access to any account, system, or data;
• Use the Platform to engage in fraud, money laundering, sanctions evasion, or any unlawful activity;
• Misrepresent your identity, an Asset, or your authority to list or transfer it;
• Circumvent ROFR, fee tiers, or other Platform mechanisms;
• Use the Platform to operate any illegal short-term rental, charter, or unlicensed commercial enterprise.

The Platform, including its software, design, branding, content, and trademarks (including “Slivvy,” “Own Your Sliver of the Good Life,” and “Own More. Pay Less.”), is owned by Slivvy, Inc. or its licensors. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purpose. All rights not expressly granted are reserved.

The Platform integrates with third-party services for payments, identity verification, mapping, insurance, storage, and communications. Your use of those services is subject to their own terms and privacy policies. Slivvy is not responsible for third-party services beyond the integrations we provide.

THE PLATFORM AND ALL CONTENT, ASSETS, MEMBER CONTENT, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

SLIVVY DOES NOT WARRANT THE CONDITION, VALUE, APPRECIATION POTENTIAL, OR FITNESS OF ANY ASSET. SLIVVY DOES NOT GUARANTEE THE BEHAVIOR OF OTHER MEMBERS OR THE ABSENCE OF DAMAGE OR LOSS. CO-OWNERSHIP OF PHYSICAL ASSETS INVOLVES RISK; YOU ACCEPT THAT RISK BY USING THE PLATFORM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SLIVVY AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST USE, LOST DATA, OR DIMINUTION IN VALUE OF ANY ASSET, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM OR ANY ASSET, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SLIVVY’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO SLIVVY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE THOUSAND U.S. DOLLARS ($1,000). SOME JURISDICTIONS DO NOT ALLOW THESE LIMITATIONS, IN WHICH CASE THEY APPLY TO THE FULLEST EXTENT PERMITTED.

You agree to indemnify, defend, and hold harmless Slivvy and its affiliates, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your use of the Platform or any Asset; (b) your breach of these Terms or any Operating Agreement; (c) your violation of law or third-party rights; (d) damage caused by you or your guests to any Asset; and (e) any Member Content you submit.

Please read carefully. You and Slivvy agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or any Asset LLC governance matter to which Slivvy is a party (a “Dispute”) will be resolved exclusively by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules. Arbitration will be conducted in the State of Delaware (or by video, at the arbitrator’s discretion) before a single neutral arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

You and Slivvy waive the right to a trial by jury and the right to participate in any class, collective, or representative action. Disputes must be brought in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one person’s claims or preside over any class proceeding.

Either party may bring an individual action in small-claims court for Disputes within that court’s jurisdiction in lieu of arbitration. Either party may also seek temporary injunctive relief in court to protect intellectual property pending arbitration.

You may opt out of this arbitration provision by sending written notice within thirty (30) days of first accepting these Terms to legal@slivvy.com with the subject line “Arbitration Opt-Out.” Opt-outs received after that period are not effective.

These Terms are governed by the laws of the State of Delaware without regard to conflict-of-laws principles. Subject to the arbitration provision above, any action permitted to be brought in court will be brought exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction of those courts.

Slivvy may suspend or terminate your access to the Platform, in whole or in part, immediately and without prior notice if you breach these Terms, provide false information, default under any Operating Agreement, present a security or fraud risk, or are required to be removed by law. Suspension or termination of Platform access does not by itself terminate your Units in any Asset LLC, which remain subject to the applicable Operating Agreement, including default and compelled-sale procedures.

You may close your Slivvy account at any time, subject to fulfillment of all obligations under the LLC Documents. Sections that by their nature should survive (including 3, 6, 10, 12, 14–18, and 20) survive termination.

We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Platform before they take effect. Continued use of the Platform after changes take effect constitutes acceptance. The “Last updated” date at the top of this page indicates when these Terms were last revised.

Notices to you may be delivered through the Platform, by email to the address on file, or by SMS to the phone number on file. Notices to Slivvy must be sent in writing to legal@slivvy.com.

Questions about these Terms can be sent to:

Slivvy, Inc.
Attn: Legal
legal@slivvy.com