Terms and Conditions

These Terms of Use (“Terms”) govern access to and use of www.getfrax.com, the FraX mobile application, and related interfaces and services (collectively, the “Platform”) operated by Frax Digital Private Limited (“Company”, “we”, “us”). By accessing, registering on, or using the Platform, you (“User”, “you”) agree to be bound by these Terms and the documents incorporated by reference.

These Terms are an electronic record under the Information Technology Act, 2000 and applicable rules and do not require physical or digital signatures. If you do not agree, do not use the Platform.

These Terms incorporate by reference the Privacy Policy and any policies, disclosures, guidelines, notices, fee tables/disclosures, risk disclosures and FAQs displayed on the Platform from time to time, including those relating to fees and charges, pricing disclosures, refunds and cancellations, KYC/AML and grievance redressal (collectively, “Platform Policies”).

Platform Policies apply to the extent relevant to your use of the Platform and/or participation actions initiated through it. If there is a conflict, the document expressly stated to have higher precedence shall prevail; if no precedence is stated, these Terms prevail for Platform access and use. Where you execute an SPV-specific Purchase Agreement, that Purchase Agreement governs your transaction with the SPV and prevails over these Terms to the extent of inconsistency.

We may update these Terms and/or Platform Policies from time to time by posting an updated version on the Platform. Continued use of the Platform after such update constitutes acceptance, except where applicable law requires additional notice or consent.

1. NATURE AND PURPOSE OF THE PLATFORM

1.1. The Platform operates as a technology-enabled interface that facilitates structured access to curated real estate participation opportunities. These opportunities are implemented through property-specific special purpose vehicles, including limited liability partnerships (“SPV/LLPs”), which are established to acquire, hold, manage, operate and monetise identified immovable properties.

1.2. Through the Platform, users are able to review property-related information, complete onboarding and verification workflows, execute contractual documentation, and initiate participation-related actions. These actions are undertaken within a defined legal and operational framework governed by the documentation applicable to the relevant property and SPV.

1.3. Each property featured on the Platform is owned, or proposed to be owned, by the relevant SPV. The SPV is the legal entity through which the property is held and through which users participate. The Platform supports these arrangements by providing a structured interface, record-keeping mechanisms and operational workflows that enable efficient and transparent participation.

2. LEGAL CHARACTER OF PARTICIPATION AND INVESTOR DOCUMENTS

2.1. Participation in any property accessed through the Platform is governed by a suite of contractual documents (the “Purchase Agreement”). The Purchase Agreement collectively include any and all agreements, deeds, schedules, confirmations, authorisations, disclosures and instruments executed between the User, the relevant SPV and/or FRAX, whether executed jointly by all parties or severally between specific parties, and whether executed at the time of initial participation or subsequently in connection with additional participation, adjustments or exits.

2.2. This Purchase Agreement defines the legal, commercial and operational terms applicable to a user’s participation, including the manner in which participation is structured, the rights and obligations of the parties, and the mechanisms through which participation may be increased, adjusted or concluded.

2.3. The term “FraX”, as displayed on the Platform, serves as a representational and measurement construct used to depict a user’s proportional participation in a specific property through the relevant SPV. FraX functions as a platform-level unit of reference that reflects underlying contractual positions recorded in the Purchase Agreement and does not operate independently of them.

2.4. Actions described on the Platform using terms such as “buy”, “subsequent subscription”, “sell”, “reduce” or similar expressions correspond, in legal substance, to adjustments recorded under the Purchase Agreement, including changes to partnership interest and associated financial exposure within the SPV. Platform terminology is designed to present these actions in a clear and accessible manner while remaining anchored to their underlying legal effect.

3. INFORMATIONAL AND FACILITATIVE ROLE OF THE PLATFORM

3.1. The Platform provides users with structured access to information, documentation workflows and participation management tools intended to support informed and deliberate participation decisions. Information presented on the Platform is drawn from SPV disclosures, transaction documentation and third-party sources and is presented to enable users to understand the opportunity and the applicable framework.

3.2. FRAX supports the execution and administration of Purchase Agreement and the operation of participation workflows but does so as part of a defined facilitative role. Participation decisions are made by users based on their own evaluation of the information and documentation made available through the Platform.

3.3. Users are encouraged to review all relevant Purchase Agreement carefully and to seek independent professional advice where they consider it appropriate.

4. ESCROW, FUNDS FLOW AND PLATFORM OPERATING MODEL

4.1. All monies contributed by users in connection with participation in any property are routed into a property-specific escrow account opened and maintained in the name of the relevant SPV. Such escrow accounts are operated pursuant to arrangements entered into between the SPV, the escrow agent or trustee (where applicable), and the escrow bank.

4.2. The Platform supports the initiation, tracking and reconciliation of such contributions through technical integrations and workflows that facilitate the routing of funds into the designated escrow account or other SPV-designated account structures permitted under applicable law and the escrow arrangement.

4.3. Disbursement of funds from escrow, including towards acquisition costs, operating expenses, distributions or exit-related payments, is carried out in accordance with the escrow documentation and the waterfall framework set out in the Purchase Agreement. These disbursements are executed by the escrow agent or trustee based on authorised instructions issued by the SPV through agreed channels, with the Platform providing operational visibility and records.

5. ONBOARDING, VERIFICATION AND USER ELIGIBILITY

5.1. Access to participation features on the Platform is enabled through completion of onboarding and verification workflows, including identity verification, know-your-customer checks and bank account verification. These workflows are implemented to support regulatory compliance, operational integrity and the orderly functioning of the Platform.

5.2. The Platform integrates third-party service providers to carry out verification and compliance processes. Completion of onboarding enables users to access Platform features and to participate in opportunities for which they meet the applicable eligibility criteria and SPV-level requirements.

5.3. Participation in any specific property remains subject to the terms of the applicable Purchase Agreement and any approvals required at the SPV level.

6. TRANSACTIONS AND PARTICIPATION MANAGEMENT FRAMEWORK

6.1. Participation in a property through an SPV is governed by the applicable Purchase Agreement, which set out the structural and commercial terms applicable to each participation, including the duration for which such participation is intended to be held. Each subscription or subsequent subscription is treated as an independent participation and is subject to the terms and timelines specified in the relevant Purchase Agreement, without affecting the terms applicable to any prior participation.

6.2. Subject to the Purchase Agreement, applicable law and requisite SPV-level approvals, the Platform may facilitate mechanisms that allow eligible users to manage their participation, including by way of partial adjustments, exits or re-allocations. These mechanisms are designed to operate within defined operational parameters and to support an orderly and transparent participation framework.

6.3. The processing and completion of such participation adjustments are influenced by prevailing circumstances, including counterparty alignment, applicable structural requirements, escrow mechanics, SPV-level processes and regulatory considerations. Timelines and valuation outcomes are therefore determined in accordance with the applicable framework and prevailing conditions, as reflected in the Purchase Agreement and related records.

7. USER RESPONSIBILITIES AND PLATFORM INTEGRITY

7.1. Users engage with the Platform on the basis of accurate and complete information and in compliance with applicable law. Platform access is intended to support lawful participation and information review, and users interact with Platform features in a manner consistent with system integrity and operational fairness.

7.2. All legal rights and obligations relating to participation in any property arise under the Purchase Agreement executed in connection with such participation. These Terms govern access to and use of the Platform and operate alongside, and in coordination with, the Purchase Agreement.

8. INTELLECTUAL PROPERTY AND PLATFORM ACCESS

8.1. The Platform, including its software, workflows, content, designs, trademarks and materials, is owned by or licensed to FRAX. Users are granted a limited, non-exclusive and non-transferable right to access and use the Platform for purposes consistent with these Terms and the Purchase Agreement.

9.  DATA PROTECTION AND INFORMATION HANDLING

9.1. Personal data is collected, processed and stored in accordance with the Privacy Policy and applicable data protection laws. In order to support Platform operations and comply with legal, contractual and regulatory requirements, personal data may be shared with SPVs, escrow agents, trustees, banks, regulators and service providers within defined and purpose-specific parameters.

10.  PLATFORM LIABILITY FRAMEWORK

10.1. The Platform operates as an enabling interface supporting participation structures implemented through SPVs and governed by Purchase Agreement. Platform services are delivered within a defined operational scope aligned with these documents, escrow arrangements and applicable law. Outcomes relating to property performance, SPV operations and external factors arise within this broader framework.

11.  ACCESS CONTINUITY AND PLATFORM ADMINISTRATION

11.1. Platform access is administered to ensure operational integrity, regulatory alignment and user protection. Access may be adjusted where required to address compliance considerations, system integrity or evolving operational needs. Rights and obligations arising under Purchase Agreement continue to be governed by their respective terms.

12.  GOVERNING LAW AND DISPUTE RESOLUTION

12.1. These Terms are governed by the laws of India. Any dispute arising out of or in connection with these Terms is resolved through a Sole Arbitrator in accordance with the Arbitration and Conciliation Act, 1996 as amended from time to time, with the seat and venue at New Delhi, and courts at such seat having supervisory jurisdiction.

13.  GENERAL PROVISIONS

13.1. These Terms constitute an electronic record under the Information Technology Act, 2000. The Platform may update these Terms from time to time by publishing a revised version. Continued use of the Platform reflects acceptance of the updated framework.

13.2. If any provision of these Terms is held unenforceable, the remaining provisions continue to operate with full force and effect.