SECTION 5 — Legal, Compliance & Risk

⚖️ Section 5 — Legal, Compliance & Risk

📍 5.1 — Legal & Compliance Summary

“Fully permitted. Fully regulated. Fully transparent.”

MUY Token is a real estate–backed security token that complies with both Mexican corporate law and international digital asset regulations. This ensures investor protection, legal enforceability, and audit-ready clarity across all stages of participation — from token issuance to rental income distribution and secondary market liquidity.

🧑‍⚖️ Legal Framework

Component	Details
Legal Entity (SPV)	MUYALTA SPV under Mystard S.A. de C.V.
Land Ownership	Directly owned by SPV; no fideicomiso required
SPV Director	Gustavo Calderón – Legal representative and fiduciary
Construction License	Fully approved by Municipality of Solidaridad
Corporate Bylaws	Enforce investor rights, founder governance, DAO triggers

✅ The project is held inside a legally separate, asset-owning structure — giving investors indirect ownership without exposure to property title complexity.

⚖️ Token Classification

• Security Token (STO) under international digital asset regulations

• ERC-1400 / ERC-3643 standard with:

  • Smart contract enforcement

  • On-chain ownership registry

  • KYC and transfer restrictions

MUY is not a utility token. It is a financial instrument backed by real estate equity and income rights.

📋 KYC/AML Compliance

Category	Provider / Notes
KYC Provider	SumSub or equivalent global platform
Requirements	ID, selfie, source of funds, IP/geolocation check
Exclusions	OFAC-sanctioned and FATF high-risk jurisdictions
Accredited Investor Check	Required for U.S. and Canada (via Reg D / Exemptions)
Wallet Whitelisting	Required before token delivery

✅ Only verified users can receive and trade MUY Tokens.

🌎 Regulatory Readiness

• Resellable on compliant platforms (INX, Securitize, Tokeny)

• On-chain audit trail (PolygonScan)

• Jurisdictional onboarding filters

• Compliant with regulations across LATAM, Canada, and EU (MiCA aligned)

🧾 Investor Agreement Disclaimers

• Risk acknowledgement (real estate, token, jurisdictional)

• 12-month lock-up confirmation

• Understanding MUY is a financial instrument, not a speculative asset

📣 MUY offers trust through transparency — not promises.

---

📍 5.2 – Smart Contract Security & Audit

“If the legal structure is the foundation, the smart contract is the vault.”

MUY’s token logic is embedded in a smart contract architecture that automates protection, rights, and returns. Built on the Polygon blockchain using ERC-3643, it ensures:

• 🔒 Token issuance to only whitelisted wallets

• 💸 Automatic quarterly income distributions

• 📈 Governance and voting logic

• 🔁 Buybacks under DAO trigger control

🔐 ERC-3643 Security Token Standard Features

Feature	Description
Transfer Restrictions	Whitelisted wallets only
Partitioned Tokens	Multiple rights (dividends, votes, etc.)
Vesting Logic	Enforced lockups for team and DAO builders
Event Logging	Every token move is recorded on-chain

🔍 Third-Party Audit Scope

Performed by independent blockchain security firm (to be disclosed).

✅ Covers:

• Token minting & transfers

• KYC triggers

• Distribution logic

• Treasury wallet safeguards

• Buyback logic

• Voting rights enforcement

📩 Report will be published pre-launch on: muytoken.gitbook.io/legal

⚙️ Investor-Visible Smart Contract Functions

Function	Purpose
issueTokens()	Mint to verified wallets
distributeIncome()	Quarterly USDC/USDT payouts
buyBackTokens()	DAO-authorized buybacks
transfer()	Between whitelisted users only
checkLockStatus()	Vesting unlock tracker
castVote()	DAO Builder governance input

📣 The MUY smart contract is not editable post-audit — ensuring immutability and investor peace of mind.

---

📍 5.3 — Investor Onboarding & Compliance Workflow

“Invest in 10 minutes — whether you use MetaMask or Mastercard.”

MUY’s investor onboarding process was designed to combine speed, accessibility, and regulatory certainty.

🌍 Jurisdictional Compliance

Item	Summary
Legal Jurisdiction	Mexico (Mystard S.A. de C.V.)
Token Type	Security Token (ERC-1400/3643)
Restricted Zones	U.S. (unless exempt), OFAC, FATF high-risk
Investor Agreements	Signed digitally: TSA, Disclaimers, Risk

🔐 KYC/AML Workflow

Step	Requirement
ID Upload	Passport or national ID
Biometric	Face match / liveness check
Proof of Address	Bank statement / utility bill
IP Screening	Geo-verification for eligibility
Source of Funds	Required above $10,000 investment

✅ Only approved wallets or custodians receive MUY Tokens.

💰 Crypto or Fiat Investment Paths

• Web3 Native:

  • Connect wallet

  • Complete KYC

  • Send USDC/ETH/USDT

  • Tokens delivered to wallet

• Traditional Investor:

  • KYC via dashboard

  • Choose a custodial wallet

  • Wire funds or use Stripe

  • Tokens held by regulated partner

🧾 Token Delivery

Smart contract issues tokens once:

• KYC complete

• Funds received

• Wallet is whitelisted

Investor receives:

• Token balance

• Timestamp

• Signed agreement archive

📣 The entire process can be completed in 15–30 minutes.

---

📍 5.4 — Token Holder Reporting & Transparency

“Your money. Your metrics. Your move.”

MUY offers institutional-grade reporting — for retail or whale investors alike.

🧾 Quarterly Reports Include:

Report Element	Description
Rental Income	By unit, occupancy, ADR
Expenses	Cleaning, taxes, maintenance
Net Profits	DAO distribution pool
Treasury Balance	Reserves, buyback funds
DAO Activity	Proposal outcomes & votes

📩 Reports sent via email and uploaded to:

• Investor Dashboard

• IPFS or Google Drive (for public verifiability)

🛠️ Construction Updates (Until Q2 2026)

Update Type	Frequency
Photos/Videos	Monthly
Budget Progress	Quarterly
Gantt Snapshot	Quarterly % progress

🌐 Smart Contract Data

Metric	Platform
Balances	PolygonScan
Vesting	Smart Contract Dashboard
Voting Status	DAO Builder accounts

📬 Communication Channels

Tier	Access
All Investors	Email, Portal, Downloadables
DAO Builders	Quarterly Zooms, voting preview
Founders Tier	Direct founder Q&A

📣 MUY doesn’t just deliver income — it delivers insight.

---

📍 5.5 — Risk Factors

“Every investment carries risk. What matters is how we manage it — and how clearly we disclose it.”

🔍 Key Risk Categories & Mitigations

Risk	Description	MUY Mitigation
Construction Delays	Materials, labor, climate	Fixed-price contract + milestone reports
Rental Demand Drops	Tourism or medical stay downturn	Mixed commercial + residential tenants
Legal Uncertainty	Property rights, foreign ownership	Direct SPV ownership, no fideicomiso
Regulatory Changes	Security laws, KYC updates	On-chain compliance & DAO-controlled treasury
Token Liquidity	No resale market	Buybacks + future DEX/marketplace integration
Smart Contract	Exploits or bugs	Audited contract + multisig wallet control
Custodian Risk	Custody breach or mismanagement	Regulated, insured providers only
Governance Conflict	Founder or director misalignment	DAO Builder override + founder vesting
Force Majeure	Hurricanes, politics, inflation	Insurance, reserves, and DAO response planning

📣 MUY doesn’t eliminate risk — it makes risk visible, manageable, and shared.

With MUY, risk is not hidden — it’s acknowledged, mitigated, and engineered for transparency.

---