Terms of Use

These Terms of Use (the "Terms") form a binding agreement between you and OPENREAL TECHNOLOGIES FZCO, a free zone company registered in the Dubai Multi Commodities Centre under licence number DMCC-986427 and registration number DMCC202869, with its registered address at Unit 2505, Jumeirah Business Center 1 (JBC1), Plot JLT-PH1-G2A, Jumeirah Lakes Towers, Dubai, United Arab Emirates ("OpenReal", "we", "us" or "our").

These Terms govern your access to and use of the OpenReal websites, mobile applications, portals, interfaces, registry and compliance workflows, documents, notifications, support services and related technology made available by OpenReal (together, the "Platform").

By creating an account, selecting the acceptance box, accessing gated content, downloading an OpenReal application or otherwise using the Platform, you confirm that you have read, understood and agree to these Terms and acknowledge the Privacy Policy. If you do not agree, do not access or use the Platform.

For distribution through the Apple App Store, these Terms also operate as the end user licence agreement between you and OpenReal for the iOS application, unless OpenReal adopts Apple's standard licensed application end user licence agreement for a particular release.

Governing Documents. The constitutional documents, subscription or participation agreements, shareholder or unit-holder agreements, transfer instruments, resolutions, approvals, notices and other legally operative documents governing a Structure or Position.

Participation Request. A request submitted through the Platform asking a Responsible Organisation to consider a user's proposed participation in a Structure. It is not an automatic purchase, subscription, allotment or acceptance.

Position. The interest, units, shares or other rights recorded for an authorised user in relation to a Structure, subject to the Governing Documents and the authoritative register.

Registry. The electronic cap table, ownership register, supporting records and audit trail maintained through the Platform for a Structure. The legal effect of an entry depends on applicable law, the Governing Documents and the authority granted to the responsible registrar or organisation.

Responsible Organisation. The issuer, SPV, holding company, registrar, manager, operator, administrator or other legal person authorised to make decisions and give instructions for a particular Structure.

Structure. A specific SPV, holding arrangement, project vehicle or other legal structure whose authorised records and workflows are administered through the Platform.

Controlled Transfer. A private, approval-based request to transfer an existing Position to an identified or issuer-managed recipient. It does not involve open matching, bidding, an order book or public trading.

You must be at least 18 years old, have legal capacity to enter a binding agreement and use the Platform only for lawful purposes. If you use the Platform for a company, trust, partnership or other organisation, you represent that you have authority to bind that organisation and provide information about its directors, representatives, shareholders and ultimate beneficial owners where required.

Access to a Structure, document, Position or transaction workflow may depend on invitation, jurisdiction, investor classification, identity verification, eligibility, sanctions screening, contractual restrictions and approval by a Responsible Organisation. Registration alone does not create a right to access any Structure or feature.

You must not access the Platform from a location, or for a purpose, where doing so would be unlawful. We may restrict features, documents or access by country, residence, nationality, investor category, device, organisation or other compliance factor.

OpenReal provides technology infrastructure for identity and eligibility workflows, controlled document access, Participation Requests, external payment confirmation, registry administration, Positions, Controlled Transfers, notices, reporting and audit records. OpenReal does not own or develop the underlying assets merely because a Structure uses the Platform.

Unless a separate written agreement expressly states otherwise, OpenReal is not the issuer of any interest, the asset developer, investment adviser, broker, dealer, exchange, multilateral trading facility, marketplace, custodian, bank, escrow agent, payment service provider, trustee or guarantor. OpenReal does not provide an open venue for buyers and sellers, price discovery, bidding, order matching or guaranteed liquidity.

The relevant Responsible Organisation remains responsible for the Structure, its Governing Documents, the accuracy and legal sufficiency of Structure-specific information, investor relations, approvals, asset operations, external bank or escrow arrangements, distributions and instructions to update the Registry. The Platform records and presents authorised workflow information; it does not replace the legal responsibilities of those parties.

Public content on the Platform is general and informational. Gated materials are provided only to users authorised by the relevant Responsible Organisation. Nothing on the Platform is an offer to the public, a recommendation, personal investment advice, legal advice, tax advice, accounting advice, valuation opinion or assurance of suitability.

You must review the Governing Documents and risks for each Structure and obtain independent professional advice appropriate to your circumstances. You make your own decisions. Past performance, estimates, projections, dashboards and third-party data do not guarantee future results, value, distributions, liquidity or exit opportunities.

You must provide complete, accurate and current information, maintain the confidentiality of your credentials and use only your own authorised account. You must promptly update changed information and notify us at info@openreal.io if you suspect unauthorised access, credential compromise or incorrect account activity.

You must not share credentials, impersonate another person, create duplicate or misleading accounts, defeat multi-factor authentication, bypass access controls, use another person's identity or allow an unauthorised person to act through your account. You are responsible for activity performed using your credentials except to the extent caused by our breach of applicable law or failure to use reasonable security measures.

We may require email verification, multi-factor authentication, device confirmation, password changes, re-verification or additional security steps. We may log sessions and security events and may block or revoke a session when we reasonably suspect risk.

To protect the Platform and support the Responsible Organisations' compliance obligations, you may need to complete identity verification, business verification, ultimate beneficial ownership checks, source-of-funds or source-of-wealth checks, sanctions and politically exposed person screening, fraud checks and jurisdictional or eligibility assessments.

OpenReal uses third-party providers, including Sumsub, for configured verification and screening services. Those services may process government identity documents, selfies, liveness recordings, biometric information, proof of address, corporate documents, ownership information, device information and screening results. The Privacy Policy explains these activities in more detail.

A verification result does not guarantee access or acceptance. The relevant Responsible Organisation may request more information, require re-verification, impose restrictions or reject, suspend or withdraw eligibility where permitted by law and the Governing Documents.

Structure-specific documents and information may be confidential and made available only for the purpose stated by the Responsible Organisation. You must comply with any non-disclosure agreement, legend, access condition or restriction displayed with the materials.

You must not copy, scrape, publish, forward, commercially exploit or disclose gated materials except as expressly permitted. OpenReal may watermark documents, limit downloads, revoke links and maintain access logs. Revocation of Platform access does not end confidentiality obligations that continue under applicable law or agreement.

A Participation Request records your interest and the information you submit for review. Submitting a request does not create an allotment, sale, investment contract, ownership interest or obligation on any Responsible Organisation to accept you.

A participation becomes effective only when all conditions stated in the Governing Documents and authorised workflow have been satisfied. Depending on the Structure, those conditions may include verification and eligibility approval, document review, execution of agreements, receipt and confirmation of funds by the designated external account, authorised approval, allocation and entry in the relevant register.

The Responsible Organisation may accept, reject, cancel, expire, reduce, defer or request correction of a Participation Request in accordance with the Governing Documents and applicable law. Platform status labels are workflow information and must be read together with the final written notices and Registry records.

OpenReal does not directly receive or hold investor funds. Any bank, escrow or payment instructions displayed on the Platform are supplied or authorised by the relevant Responsible Organisation or external account provider. You must independently confirm the beneficiary, account details, payment reference and instructions before sending funds.

Uploading a receipt, bank advice or other payment evidence does not prove final receipt, settlement or acceptance. Confirmation depends on the relevant bank, escrow provider and Responsible Organisation. OpenReal is not responsible for delays, reversals, bank charges, foreign exchange, incorrect beneficiary details entered by you or transfers sent outside the authorised instructions, except to the extent liability cannot lawfully be excluded.

Do not upload full payment-card data, online banking passwords, one-time passcodes or unrelated financial information. Where evidence contains unnecessary sensitive information, redact it before upload where permitted.

You consent to receive notices, disclosures, confirmations, requests for information and documents electronically through the Platform, email, push notification or another contact method you provide. You are responsible for keeping your contact details current and reviewing communications promptly.

Electronic acknowledgements, one-time codes and signatures may have legal effect where permitted. A signature workflow does not guarantee that a document is valid, complete or suitable. The Governing Documents and the applicable electronic-signature provider's terms may also apply.

The Platform may display Positions, Registry entries, ownership events, distributions, documents and reconciliation status. Legal ownership and enforceable rights are determined by applicable law, the Governing Documents and the authoritative register maintained for the relevant Structure. A dashboard, estimate, pending status or notification does not independently create or transfer title.

You must promptly report a suspected discrepancy. OpenReal and the Responsible Organisation may correct clerical, technical or reconciliation errors and preserve an audit record of the correction. Where Platform information conflicts with a valid authoritative register or executed Governing Document, the authorised legal record prevails to the extent required by applicable law.

You may access only records for which you are authorised. You must not attempt to identify other holders, reconstruct a cap table, access another tenant or investor's data, or infer restricted information from technical responses.

The Platform supports Controlled Transfers only. A transfer may begin with an identified transferee or an issuer-managed process, but the Platform does not advertise a Position to the public, match buyers and sellers, operate an order book, host bidding, set a market price or guarantee a buyer or exit.

A transfer request may be subject to lock-ups, pre-emption or priority rights, holding limits, jurisdiction restrictions, investor classification, recipient KYC or KYB, ultimate beneficial owner checks, AML and sanctions screening, document execution, external payment confirmation, Responsible Organisation review and maker-checker approval.

No transfer is final merely because a request has been submitted, a counterparty has agreed off-platform, documents have been signed or payment evidence has been uploaded. A transfer becomes effective only after all required approvals and conditions are satisfied and the authorised registrar formally updates the relevant register. The Platform may then reconcile and display the resulting Positions.

The Responsible Organisation may reject, cancel, expire, pause or request correction of a transfer. OpenReal may restrict a workflow where required for security, legal compliance, sanctions, fraud prevention or data integrity.

Any distribution, valuation, return, portfolio value, date, projection or performance information shown on the Platform is supplied or authorised by a Responsible Organisation or third-party source. It may be estimated, delayed, incomplete or subject to adjustment. OpenReal does not guarantee payment, valuation, performance, liquidity or tax treatment.

You retain rights in information and documents you lawfully provide. You grant OpenReal and relevant service providers a limited, non-exclusive right to host, copy, transmit, validate, display and otherwise process that material only as needed to operate the Platform, perform authorised workflows, provide support, maintain security, comply with law and preserve lawful records.

You confirm that you have the right to provide the material, that it is accurate to the best of your knowledge and that providing it does not violate another person's rights. If you submit information about a director, representative, shareholder, beneficial owner, transferee or other person, you must have an appropriate legal basis and provide any required privacy notice.

You must not:

• use the Platform for unlawful, deceptive, abusive, fraudulent, sanctioned or unauthorised activity;
• upload malicious code, unlawful material or content that infringes intellectual-property, privacy or confidentiality rights;
• probe, scan, overload, disrupt or bypass Platform security, rate limits, role controls, tenant isolation or verification steps;
• reverse engineer, decompile, copy, scrape or use automated tools against the Platform except where expressly permitted by law or written agreement;
• alter, fabricate or misuse a Registry record, audit reference, verification result, document, signature, payment reference or notification;
• represent that OpenReal has approved an investment, guaranteed a return, provided advice or authorised a transaction when it has not; or
• use Platform data to create an unauthorised database, marketing list, public listing, trading venue or matching service.

We may investigate suspected misuse, preserve evidence, restrict access and cooperate with authorised parties or competent authorities as permitted or required by law.

The Platform, software, interfaces, designs, databases, documentation, trademarks and related intellectual property are owned by OpenReal or its licensors. Subject to these Terms, OpenReal grants you a personal, limited, revocable, non-exclusive, non-transferable right to use the Platform for its intended purpose.

No ownership rights transfer to you. You may not sublicense, resell, commercially exploit or create derivative services from the Platform except under a separate written agreement.

The Platform may connect to identity-verification, screening, electronic-signature, cloud-hosting, storage, communications, analytics, banking, escrow and document services. Separate third-party terms and privacy notices may apply. OpenReal is not responsible for a third-party service outside its reasonable control, but this does not reduce obligations OpenReal cannot lawfully exclude.

Any fee charged directly by OpenReal will be disclosed before it becomes payable or governed by a separate written agreement. Fees, bank charges, taxes, subscriptions, capital calls, transfer costs or administration costs imposed by a Responsible Organisation or third party are governed by their documents and not created by these Terms alone.

We aim to operate the Platform securely and reliably, but access may be interrupted for maintenance, updates, security, network failure, third-party outages or events outside reasonable control. We may change, suspend or discontinue a feature where reasonably necessary, subject to any contractual or legal obligation to preserve access to records or provide notice.

You should retain copies of executed Governing Documents and important notices. The Platform is not a substitute for your own recordkeeping obligations.

You may request account deletion through the in-app account settings or the external deletion page at openreal.io/account-deletion. Account deletion ends ordinary account access but may not erase records that OpenReal or a Responsible Organisation must retain for registry integrity, legal claims, security, fraud prevention, KYC, AML, sanctions, tax, audit or other legal obligations.

We may suspend, restrict or terminate access if you breach these Terms, create security or compliance risk, fail verification, lose eligibility, receive a sanctions match, provide materially inaccurate information, or if a Responsible Organisation lawfully instructs us to restrict Structure-specific access. Where appropriate and lawful, we will explain the action and any available review route.

Termination does not invalidate accrued rights, executed documents, completed Registry entries, confidentiality duties or clauses that by their nature should continue.

To the maximum extent permitted by applicable law, the Platform is provided on an "as available" basis. OpenReal does not warrant that access will always be uninterrupted or error-free, that third-party or Structure-specific information will always be complete or current, or that any Participation Request, payment, transfer, distribution or other outcome will be accepted or completed.

Nothing in these Terms excludes a warranty, duty or remedy that applicable law does not permit the parties to exclude.

To the maximum extent permitted by applicable law, OpenReal will not be liable for indirect, consequential, special or punitive loss, loss of opportunity, loss of anticipated profit, loss caused by an underlying asset or Structure, or loss resulting from a Responsible Organisation, bank, escrow provider or other third party outside OpenReal's reasonable control.

OpenReal's aggregate liability arising from the Platform and these Terms will not exceed the total fees you paid directly to OpenReal for use of the Platform during the 12 months immediately before the event giving rise to the claim. This limitation does not apply to fraud, wilful misconduct, death or personal injury caused by negligence, breach of confidentiality or data-protection obligations where liability cannot lawfully be limited, or any other liability that applicable law prohibits us from limiting.

To the extent permitted by law, you will indemnify OpenReal against third-party claims, losses and reasonable costs arising from your unlawful misuse of the Platform, material breach of these Terms, infringement of another person's rights, or false information or documents you knowingly submit. This clause does not require you to indemnify OpenReal for its own breach, negligence, fraud or wilful misconduct.

For technical support, contact info@openreal.io. For a Structure-specific decision, including eligibility, acceptance, payment confirmation, Registry correction or transfer approval, use the contact route displayed for the relevant Responsible Organisation. OpenReal will route a complaint when another party controls the decision.

Nothing in these Terms limits a mandatory right to complain to a competent court, regulator, data-protection authority or consumer-protection body.

We may update these Terms to reflect changes in law, the Platform, security, third-party services or operating practices. We will post the revised version with a new last-updated date. Where required, we will provide advance or prominent notice and request renewed acceptance. Changes will not retrospectively alter a completed legal transaction unless permitted by law and the applicable Governing Documents.

You may not assign your Platform account or rights under these Terms without our written consent. OpenReal may assign these Terms as part of a merger, reorganisation or transfer of the Platform, subject to applicable law and continued protection of your personal data.

If a provision is unenforceable, it will be limited or removed only to the minimum extent necessary, and the remaining provisions will continue. A delay in enforcing a right is not a waiver. These Terms, the Privacy Policy, any point-of-collection notice and any applicable Governing Documents form the relevant agreement for their respective subject matter. If they conflict, the Governing Documents control the legal rights in a Structure, while these Terms control use of the Platform, unless applicable law requires otherwise.

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates. Subject to any mandatory applicable law and any binding dispute-resolution provision in the Governing Documents for a specific Structure, the onshore Courts of Dubai, United Arab Emirates, excluding the Dubai International Financial Centre Courts, have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms or the Platform, including any dispute concerning their existence, validity, interpretation, performance, breach or termination.