股权参与协议

Agreement on participation in a fractional real estate investment program through the Tinora platform

Thailand, Phuket ProvinceApproved on 03/19/2026

This document is an official offer (hereinafter — "Offer") from Tokens Real Estate Ltd., registration certificate No. 0835566039726, address: 60/37 Moo 2 Vichit Sub-District, Muang Phuket District, Phuket Province 8300, Thailand, acting under the brand Tinora and providing access to the digital platform Tinora (hereinafter — "Company", "Operator", "Platform"), to conclude an agreement with any individual or legal entity (hereinafter — "Client") who has accepted the conditions of this Offer.

This Offer regulates the Client's participation in fractional real estate investment programs through the Tinora Platform, under which the real estate object is registered to the Company or to an affiliated person, and the Client receives the right to the corresponding part of the financial result of the project in the manner and on the terms provided by this Offer.

Acceptance of the Offer means the Client's full consent to these terms and is concluded through the actions described in section 3 of this document.

1. BASIC TERMS AND CONCEPTS

1.1. This agreement (hereinafter — the "Agreement") defines the terms for the provision of services by the Platform https://tinora.com (hereinafter — the "Platform") related to fractional real estate investment and accounting for Clients' participation in specific projects.

1.2. Platform services include organizing fractional investment programs in real estate objects, accounting for Clients' participation shares, making settlements, and providing information about the status of real estate objects, projects, and the financial result. The Platform acts as a digital and information technology platform that provides Clients with access to participate in fractional real estate investment projects.

1.3. The Platform is not an investment fund, token issuer, organizer of public circulation of digital assets, or a cryptocurrency exchange. The Platform provides services for structuring, organizing, accounting, and supporting Clients' participation in fractional participation projects, including managing share accounting, settlements, and interaction with third parties.

Platform — the website https://tinora.com belonging to the Company, as well as the Tinora mobile application available for download in the App Store and Google Play. The Platform provides Clients with access to services for fractional real estate investment, buying, selling, and renting real estate objects, as well as to other services related to participation accounting, internal settlements, notifications, and document management.

Client — any individual or legal entity registered on the Platform and using its services, including purchasing participation shares in fractional real estate investment projects and using other investment and service tools offered by the Platform.

Fractional investment — a form of collective participation of Clients in a project, in which the funds of several Clients are combined to finance the acquisition of a specific real estate object registered to the Company or its affiliate, and the Client receives the right to the corresponding part of the economic result of the project in the manner established by this Offer. Fractional investment does not mean the Client acquires ownership rights to the real estate object.

Accounting system / digital registry — an automated digital accounting system used by the Platform to record Clients' participation in projects, register shares, settlements, profit distribution, and other operations. For the purposes of transparency and confirmation of operations, the Platform has the right to use distributed ledgers (blockchain) or other technological solutions, however, such solutions are used exclusively for accounting and transparency, and not for the issuance of tokens or the organization of their public circulation.

Information and organizational services — services provided by the Company through the Platform. These services include the selection of real estate objects, structuring of fractional investment programs, organizing and supporting transactions for the acquisition, sale, and lease of objects, settlement support, accounting for Clients' participation, as well as providing consulting and service information. Services are provided remotely through the Platform interface.

Pool — a group of Clients who have combined funds for joint participation in a fractional real estate investment program through the Platform. A pool is formed to finance the purchase of a real estate object and distribute participation shares among Clients.

Share — a conventional accounting unit of the Client's participation in a specific fractional investment project, purchased by the Client through the Platform. A share confirms the Client's right to receive a part of the financial result from renting or selling a real estate object, as well as to distribute profits in accordance with the terms of a specific program. A share is not a security, a share in the authorized capital of a legal entity, or a property right to a real estate object.

Fractional investment program — a method for the Client to participate in the financing of real estate objects through the acquisition of shares. Fractional investment programs on the Platform may include various investment strategies, such as "Assignment", "Capital gain", or "Passive income", each of which involves different profitability, terms, and exit scenarios.

Personal account — a personalized section of the Platform provided to the Client after registration, through which the management of the Client's participation in projects is carried out, shares are purchased, information on transactions, settlements, and documents is accessed, and notifications from the Company are received. The personal account is also used for data verification and account settings management.

Client's personal data — any information about the Client provided by them during the registration and verification process on the Platform, including passport data, residential address, and other information necessary to fulfill the terms of the Agreement and comply with anti-money laundering (AML) legislation.

Identity verification (KYC) — a procedure for verifying the authenticity of the Client's data, conducted by the Platform to prevent fraud, money laundering, and the financing of illegal activities. Identity verification is carried out in accordance with international standards and the Platform's internal policy. The Client must provide documents confirming their identity (for example, a passport), as well as, if necessary, documents confirming their residential address.

Wallet balance — an internal accounting account in the Client's Personal Account on the Platform, to which the Client's funds are credited, including income from renting and selling real estate objects, as well as returned investments. The wallet balance can be used to withdraw funds or reinvest in other fractional investment programs on the Platform. The wallet is not a bank account or deposit.

Real estate object — a tangible asset, such as an apartment, house, commercial premises, or land plot, which is the subject of a fractional investment program on the Platform. A real estate object can be both residential and commercial, including objects under construction. All real estate objects are accompanied by the relevant documentation, and information about them is available to Clients on the Platform.

USDT — a digital asset pegged to the US dollar exchange rate, used on the Platform as one of the means of settlement when purchasing shares and paying for Platform services.

2. SUBJECT OF THE AGREEMENT

2.1. Under this Agreement, the Company undertakes to provide the Client with information-consulting, organizational, and platform services related to the selection of real estate objects and the organization of participation in fractional investment programs.

2.1.1 The Platform provides the Client with access to digital services related to fractional investment in real estate objects and accounting for participation shares, which confirm the Client's right to the corresponding part of the financial result of the project (hereinafter — "Services"). Services include providing information about shares, fractional investment objects, as well as organizing and supporting transactions and settlements on the terms specified in this Offer and the appendices to it.

2.1.2. The list of Services provided to the Client, the period of their provision, cost, as well as up-to-date information on the conditions of the fractional investment program are posted on the Platform and may be changed by the Company at any time unilaterally. New conditions take effect from the moment of their publication and do not apply to previously paid Services. The Client is obliged to independently track changes to the conditions on the Platform. The Company is not responsible for the failure to receive notifications of changes if the Client does not check the corresponding notifications on the Platform.

2.1.3. After registration and completion of the verification procedure, the Client is granted access to the Personal Account on the Platform, through which the Client can:

Manage their shares (purchase, accounting, tracking, and other actions stipulated by a specific program).
Track information about the status of the fractional investment program and the real estate object, including data on settlements, the participation registry, and transactions.
Receive documents confirming transactions and the Client's participation in the project (agreements, acts, and other legally significant documents).
View photo and video reports on the status of construction or operation of the real estate object (if such data is available).
Use additional services offered by the Platform (analytics, forecasts, consultations, etc.).

2.1.4. Information about real estate objects and fractional investment programs presented on the Platform may include materials and data from third parties (partners, experts, developers, sellers, and other third-party participants). The Company is not responsible for the accuracy and relevance of the information provided by such third parties, including, but not limited to, data on the cost of objects, construction deadlines, documentation, and other aspects that are under the control of third parties.

2.1.5. The Company is not responsible for the non-compliance of the provided Services with the expectations of the Client, as well as for the subjective assessment by the Client of real estate objects or fractional investment programs. The Client acknowledges and agrees that the results and profitability of fractional investment programs may depend on many factors beyond the control of the Company, including, but not limited to, market changes, fluctuations in real estate values, construction timeframes, object realization timeframes, actions of the developer, tenants, management companies, and other objective circumstances.

2.1.6. The Client confirms and agrees that when participating in a fractional investment program, the real estate object is registered to the Company or its affiliate. The Client does not acquire ownership rights, property rights, a share in the authorized capital, or other title rights to the real estate object, but acquires exclusively the right to the corresponding part of the project's financial result, determined proportionally to the number of acquired shares and under the terms of this Offer.

2.1.7. Unless otherwise expressly indicated in the card of a specific project or in individual conditions, the return of funds invested by the Client is possible only after the completion of the project, i.e., after the sale of the object, completion of lease settlements, or implementation of another exit scenario stipulated by the program. The return guarantee applies exclusively to the amount of funds actually deposited by the Client within the limits and conditions of a specific program and does not imply a guarantee of receiving income, profit, fixed profitability, or another positive financial result. The conditions for early exit, deductions, commissions, and expenses are applied in accordance with this Offer.

2.2. By completing the purchase of shares on the website, the Client confirms that they have read the terms of this Offer and agree with its terms. Pressing the "Invest" button or a similar action on the Platform means the Client's full and unconditional consent to the terms of the Offer.

2.3. The services offered under this Agreement are provided remotely through the Platform. The Client is responsible for having the technical capabilities to use the service, including access to a device with the internet that supports web applications and files in formats (PDF, DOCX, XLSX). A stable internet connection is also required to perform operations and access the Services. The Company is not responsible for technical problems on the Client's side that may hinder the use of the Platform.

2.4. The commission of conclusive actions by the Client, such as registration on the Platform, purchase of shares, and other actions related to the use of the Services specified in this Offer, have the following legally significant consequences:

The Client acknowledges that they have read the subject of the Agreement, the conditions for the provision of Services, and the payment rules.
The Client confirms the availability of technical capabilities to participate in the fractional investment program and obtain access to data through the Platform.
The Client confirms the suitability of the Platform and communication channels for fulfilling obligations under the Agreement and undertakes to check the notifications provided by the Company on the Platform in a timely manner.

2.5. The Company reserves the right to unilaterally change or terminate the provision of individual services on the Platform, while undertaking to notify the Client no later than 7 calendar days before the changes take effect. If the changes relate to essential terms of the Agreement (for example, changes in the cost of services, conditions of fractional investment), the Client has the right to terminate the Agreement within 7 calendar days from the date of notification of the changes. In the event of termination of the Agreement, the refund of funds is carried out in the manner specified in this Offer (see section 8).

2.6. All significant information related to changes in the terms of the Agreement can be transmitted by the Company via email, instant messengers (Telegram, WhatsApp), as well as a notification in the personal account on the Platform. The Client undertakes to regularly check such notifications, and they are considered received from the moment they are sent by the Company. The Company is not responsible for possible losses of the Client caused by non-receipt of notifications if the Client has not updated their contact details or has not checked the notifications.

3. TERMS AND PROCEDURE FOR THE PROVISION OF SERVICES

3.1. Acceptance of this Offer is made in the following order:

3.1.1. The Client is obliged to undergo registration on the Platform and provide the necessary personal data to receive the Services, including identity verification (KYC). The verification procedure is necessary to prevent fraud, comply with anti-money laundering (AML) legislation, and ensure transaction security. The Client fills out a registration form on the Platform, accessible on the Internet at https://tinora.com, or through the Tinora mobile application, available for download in the App Store and Google Play.

3.1.1.1. As registration data, the Client must provide a valid contact phone number. The Client is responsible for the relevance of the provided data.

3.1.3. Prior to acquiring shares, the Client is obliged to pass mandatory verification on the Platform by uploading a photograph of a valid foreign passport or other document necessary to participate in the project and comply with KYC (Know Your Customer) requirements. Verification may take up to 48 hours, and in case of a refusal of verification, the Contractor reserves the right to refuse the provision of services without explaining the reasons.

3.1.4. The acceptance of this Offer and the conclusion of the Agreement between the Contractor and the Client on the paid provision of services is carried out by the Client making payment for the services in accordance with the terms of the fractional investment program. The Company has the right to suspend the fulfillment of its obligations until the full amount of payment is deposited or other conditions of the program are met.

3.1.5. The moment of concluding the Agreement is considered the date when funds are credited to the Contractor's account. Payment is considered made from the moment the Contractor confirms the receipt of funds, including in USDT.

3.2. After performing all actions stipulated by paragraph 3.1 of this Offer, the Contractor provides the Client with access to the section for participation in projects within the Personal Account on the Platform. The Client gains the ability to track the status of the fractional investment program, access to contracts and acts with the developer, seller, or other counterparties confirming the acquisition of real estate, as well as, if such functionality is present, data from the digital registry or other technological accounting systems. Additional services may include updates on construction progress and other relevant information, if such services are provided by the program.

3.2.1. The Client is responsible for the safety of their credentials and access to the Personal Account. The Company is not responsible for losses caused by unauthorized access by third parties to the Client's account due to their fault.

3.3. The provision of information-organizational services, as well as fractional real estate investment services, is carried out within the time limits specified on the Platform and in the Client's Personal Account. The Contractor reserves the right to change the timing for the provision of services depending on market conditions or for other objective reasons. The Client will be notified about changes in timing no less than 3 working days prior to the expected date of change.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. Obligations of the Platform (as a digital and organizational platform):4.1.1. The Platform provides the Client with the technological capability to access fractional participation services through the Personal Account. All actions for accounting for shares, registering participation, recording settlements, and data on projects take place through the Platform system using internal accounting systems, and if necessary, additional technological solutions.4.1.2. The Platform ensures transparency of operations through registration and display of data in the digital registry, providing the Client with the ability to track all operations in the Personal Account.4.1.3. The Platform informs the participants of the fractional investment program about the progress of the recruitment of the pool of participants through the Personal Account or via the Client's contact details.4.1.4. The Platform provides organizational and documentary support for the project to the extent provided by this Offer and the project card.4.1.5. The Platform is not responsible for fluctuations in the exchange rate of digital assets, currencies, or other means of settlement used for transactions. The Client assumes all risks associated with exchange rate changes at the time of payment and completion of the transaction.4.1.6. The Platform provides technical support to resolve issues related to the functioning of the Personal Account, the participation registry, settlements, and other digital aspects of fractional investment.4.1.7. In the event of technical failures that hinder the normal functioning of the Platform, the Platform undertakes to resolve the problems in the shortest possible time and to extend the relevant service provision periods.

4.2. The Company assumes the following obligations:4.2.1 Ensure the transparency of operations through the registration of Clients' participation and settlements in the Platform's accounting system.4.2.2 Inform the participants of the fractional investment program about the progress of the recruitment of the pool of participants.4.2.3. Fulfill obligations to acquire the object after the full pool of participants is recruited.4.2.4. Provide a full set of documents confirming the transfer of funds and the purchase of real estate from the developer, seller, or other counterparty (agreements, acts, receipts).4.2.5 Inform about the progress of the object's construction, upload current photo and video reports from the construction site of the object.4.2.6 Ensure the sale of the object acquired within the framework of the fractional investment program within the established timeframe upon collecting the pool of participants.4.2.7. The real estate object purchased under the fractional investment program is registered to the Company or its affiliate. The Company undertakes to account for the participation of Clients in such an object and make settlements with them in accordance with the number of shares acquired and the conditions of a specific program.4.2.8 In case of a delay in the sale of the object, ensure the lease of the object to compensate the income of the participants of the fractional investment program (relevant for the Capital Gain and Passive Income programs).4.2.9 In the event that the real estate object is leased, the Company undertakes to inform in advance about the rental cost and the management company's commission, as well as to make monthly settlements and accrue profit from the leased object to the wallet balance in the Client's personal account.4.2.10 Consider the Client's appeal related to the execution of this agreement within 48 hours from the moment of receipt, or within the time limits established by law for certain types of appeals.

4.3. Rights of the Company:4.3.1. The Company has the right to begin rendering services only after the Client duly fulfills their obligations to pay for the services. Additionally, the Company has the right to start fulfilling obligations only after the full pool of participants of the fractional investment program is recruited within the program and real estate object chosen by the Client.4.3.2. The Company has the right to restrict the Client's access to the Platform or provided services in case of a violation by the Client of the terms of this Agreement, including delays in installment payments, provision of false information, or violation of the Company's rights, including violation of copyrights associated with the Platform's materials.4.3.3. To protect its rights and to record violations by the Client, the Company has the right to use technical means, such as audio and video recordings, screenshots, and electronic correspondence without the Client's prior consent. These materials may be used by the Company to prove violations of the terms of this Agreement.4.3.4. The Company has the right to involve third parties, including counterparties and partners, to fulfill its obligations to the Client without the need for prior agreement with the Client. At the same time, the Company remains responsible for the proper fulfillment of obligations to the Client within the limits provided by this Offer.4.3.5. If the pool of participants in the fractional investment program was not recruited within the time limits specified on the Platform, the Company has the right to dissolve the program. In this case, the funds deposited by the Client will be returned to the Client's wallet balance in their personal account on the Platform. The Company is not responsible for possible delays related to fluctuations in exchange rates, digital assets, or the operation of the payment infrastructure.4.3.6. If the program provides for the possibility of purchasing shares in installments, and the Client has not replenished the wallet balance within the time limits specified on the Platform or in the schedule in the personal account, and has not made contact within 7 calendar days after the expiration of the replenishment period, the Company reserves the right to transfer the relevant shares to the Company's account. After this, the Company has the right to dispose of these shares at its discretion, including redistributing them within the project or selling them to third parties, without the Client's right to further claims, except as expressly provided by this Offer.4.3.7. The Company reserves the right to unilaterally make changes to the terms of the Agreement, including changes in tariffs, commissions, and rules for using the Platform. Changes come into force from the moment they are published on the Platform, and the Client is obliged to track such changes. In case of disagreement with the changes, the Client has the right to terminate the Agreement in the prescribed manner.4.3.8. The Company has the right to suspend the provision of services or the Client's access to the Platform in case of suspicion of fraud, violation of legislation, threat to the security of the Platform or other Clients. If violations are confirmed, the Company reserves the right to unilaterally terminate the Agreement.4.3.9. The Company is not responsible for the Client's losses arising as a result of changes in the real estate market, fluctuations in exchange rates or digital assets, economic or political changes that may affect the value of real estate objects and the income from shares. The Company is also not liable for transaction delays caused by third-party payment services, banks, providers, or distributed ledgers.4.3.10. The Company has the right to refuse to provide services to the Client or unilaterally terminate the Agreement if the Client violates the terms of the Agreement, laws, or provides false information that affects the fulfillment of the Company's obligations. In this case, the Company is obliged to return the funds to the Client minus the incurred expenses and terminate the Agreement.4.3.11. In the event of early termination of the Agreement initiated by the Client or due to a violation of conditions, the Company has the right to withhold a commission for the services actually rendered and expenses incurred. The size of the withheld commission is determined in accordance with the terms of the Agreement.4.3.12. The Company has the right to make changes to the parameters of fractional investment programs, including the timing and volume of shares, if this is caused by changes in the market situation, economic feasibility, or other objective reasons. In this case, Clients will be notified, and they will be offered the opportunity to either accept the changes or terminate the Agreement on favorable terms.

4.4. The Client assumes the following obligations:4.4.1. The Client confirms that at the time of purchasing shares on the Platform they are 18 years of age and that they have reached the age of majority in their jurisdiction.4.4.2. The Client is obliged to provide accurate information during registration and completing the identity verification procedure (KYC) on the Platform, as well as promptly update personal data in case of changes.4.4.3. The Client is obliged not to transfer access to their Personal Account on the Platform to third parties and not to disclose login details.4.4.4. In the event of termination of the Agreement prior to the sale date of the object specified when recruiting the pool of participants in the fractional investment program and/or in the schedule specified in the Client's Personal Account, the Client undertakes to pay for the services actually rendered and expenses incurred by the Company in the amount of 5% of the value of the shares that the Client abandons. The Client also loses the right to receive future profits that could have been obtained from the sale or lease of the object.4.4.5. The Client undertakes to observe generally accepted standards of behavior when interacting with the Company and other Clients. The Client must show respect for the honor and dignity of other participants and avoid using obscene language and aggressive behavior.4.4.6. The Client is obliged to make timely payment for services in the manner and on the terms stipulated by this Agreement. If using installments, the Client undertakes to make payments within the established time frames specified in the Personal Account.4.4.7. If the Client has not made a payment within the established period and has not contacted the Company within 7 working days after the expiration of the payment period, the shares purchased by the Client pass to the Company's account. The Company has the right to redistribute such shares or sell them to third parties. Upon completion of the relevant sale, the Company retains 10% of the amount previously deposited by the Client as compensation for services provided, including Platform operation, organization of share redistribution, advertising, and administrative expenses. The remaining amount will be returned to the Client's wallet balance in their Personal Account on the Platform.4.4.8. In the event of termination of the Agreement before the sale date of the object specified when recruiting the pool of participants in the fractional investment program and/or in the schedule specified in the Client's Personal Account, the Client undertakes to pay for the services actually provided and the expenses incurred by the Company in the amount of 5% of the value of the shares that the Client abandons. The Client also loses the right to receive future profits that could be obtained upon the sale or lease of the object.4.4.9. The Client is obliged to comply with the legislation of their jurisdiction, as well as international and local laws governing investments, digital assets, currency restrictions, and other applicable aspects, and confirms that their actions on the Platform do not violate any of these legislations.4.4.10. The Client undertakes to use the Platform exclusively for the purposes specified in this Agreement, and not to use it for purposes related to fraud, money laundering, or to participate in other illegal actions.4.4.11. The Client is obliged not to disclose any confidential information received through the Platform or from the Company, including, but not limited to, information about other program participants, financial and legal documents, as well as data related to settlements.4.4.12. The Client is obliged to promptly respond to Company inquiries regarding the fulfillment of the terms of the Agreement, provide the necessary documents, and maintain active interaction through the Platform. In case of ignoring requests or untimely reaction, the Company reserves the right to suspend the provision of services.4.4.13. The Client recognizes that using the Platform and participating in fractional investment programs involves certain financial risks, including the possibility of a total or partial loss of invested funds. The Client undertakes to independently evaluate such risks prior to participating in programs and not to make claims against the Company in case of adverse market changes, modifications to project realization timelines, reduction in profitability, or other objective circumstances.4.4.14. The Client is obliged to fulfill their obligations within the framework of the investment programs provided on the Platform, including compliance with the deadlines established for participating in the fractional investment program and receiving profit. If the deadlines are violated or the program is abandoned, the Client loses the right to receive profit.

4.5. The Client has the following rights:4.5.1. The Client has the right to receive complete and up-to-date information regarding the status of real estate objects, the participant pool, as well as information on settlements and operations through the personal account on the Platform at any time.4.5.2. The Client is entitled to contact the Company with questions, requests, and proposals related to the execution of this Agreement through the available communication means specified on the Platform. The Company is obliged to provide a response within a reasonable timeframe, but no later than 5 working days from the moment the request is received.4.5.3. The Client has the right to suggest improvements in the functioning of the Platform and the provided services. The Company is obliged to consider such proposals but is not obliged to accept or implement them.4.5.4. The Client has the right to the protection of their personal data provided on the Platform, in accordance with applicable legislation and the Company's privacy policy. The Company undertakes to ensure data security and not to transfer it to third parties without the Client's consent, except in cases prescribed by law.4.5.5. In the event of a delay or improper fulfillment by the Company of its obligations to provide services, the Client has the right to demand their fulfillment within the timeframes established by the Agreement, provided the delay is caused by the Company's actions and not related to force majeure circumstances.4.5.6. The Client has the right to terminate the Agreement in the manner established by this Offer and receive a refund for unused services. The refund is carried out with a deduction for expenses actually incurred by the Company, in accordance with the terms of the Agreement.4.5.7. The Client has the right to receive regular financial and operational reports from the Company about the status of real estate objects, rental income, expenses, and any changes in the status of the pool of participants in the fractional investment program. The Company undertakes to provide reports at the frequency indicated in the program.4.5.8. The Client has the right to receive consultations from the Company on any issues related to fractional investment programs, terms of participation, legal and economic aspects, as well as changes in the real estate market. Consultations are provided in the volume specified in the fractional investment program or within the framework of reasonable interaction with the Client.4.5.9. The Client has the right to access legal and financial documentation concerning the real estate objects in which they participate through the fractional investment program. The Company undertakes to provide relevant documents, such as documents for the object, lease agreements, and reports on operating activities and financial flows, while adhering to the privacy policy and legal restrictions.4.5.10. The Client has the right to make changes to their contact and personal data at any time through the personal account on the Platform to ensure the information remains current. The Company undertakes to promptly make appropriate changes to its system and use the updated data for notifications and communication with the Client.4.5.11. The Client has the right to choose the method of receiving and distributing the profit obtained as a result of the sale or rental of the real estate object. The Client can elect to receive profit on the wallet balance in the personal account or reinvest it into other objects available on the Platform if such a possibility is provided by the fractional investment program.4.5.12. The Client has the right to participate in loyalty programs, bonus programs, discounts, and special offers that the Company may provide. The conditions for Clients' participation in such programs are regulated by separate documents and Company offers.4.5.13. The Client has a right to the security of all transactions associated with the purchase of shares and the distribution of the financial result. The Company undertakes to ensure the protection of the Client's data and funds against fraud, unauthorized access, and hacker attacks, taking security measures stipulated by legislation and best information security practices.4.5.14. The Client has the right to file complaints related to the quality of services provided, which the Company is obliged to respond to within 10 working days. In the event of a justified complaint, the Company undertakes to eliminate the violations or offer compensation if the violation is caused by the actions or inaction of the Company.

5. SETTLEMENT PROCEDURE

5.1. The Client may pay for the acquisition of shares using USDT or other payment methods provided by the Platform. Payment can be made either as a lump sum or in installments if stipulated by the program conditions. In the case of installments, the Client is obliged to make payments within the timeframes specified in the personal account. If payment deadlines are not met, the Company has the right to suspend the Client's participation in the fractional investment program and take appropriate measures provided for by this Agreement.5.2. After the full pool of participants in the fractional investment program is formed and all necessary funds are collected, the Company concludes an agreement with a developer, seller, or other authorized person to purchase a real estate object and transfers the collected funds to pay for the object. The Company undertakes to carry out all legal and financial procedures related to acquiring the object within the established timeframes and in compliance with all legislative norms.5.3. Upon expiration of the share retention period specified upon purchase and determined by the conditions of the fractional investment program, the Company undertakes to put the real estate object up for sale. All sales operations are recorded in the Platform's accounting system and are accompanied by internal and external confirming documents. The Company is responsible for organizing the sale of the object and observing deadlines.5.4. In the event of a delay in the object sale timelines, the Company is obliged to notify Clients of the reasons for the delay and suggest alternative solutions. To avoid time losses and ensure additional income for Clients, the Company places the object for lease. Clients will be promptly informed of the income received from renting out the object and will receive reporting on rental income. At the same time, the Company undertakes to ensure that the rental terms will be maximally beneficial for the participants in the fractional investment program.5.5. Settlements on rental income are made monthly and are credited to the Client's wallet balance in their personal account on the Platform. The Company undertakes to provide full reporting in a timely manner regarding rental receipts, expenses, and taxes withheld from rental income.5.6. After the successful sale of the real estate object, the Company makes final settlements, including deducting a commission for services rendered in the amount of 3% of the sale amount, and also subtracts tax levies associated with the sale of the object. Clients will be notified of the settlements made and the amounts deposited to their balance.5.7. The net profit from the sale of the real estate object is distributed among the participants of the fractional investment program proportionally to the number of shares they acquired. The Company undertakes to ensure the transparency and accuracy of settlements by providing reports on each transaction.5.8. Income (investments and profit) is credited to the Client's wallet balance in their personal account on the Platform within a period not exceeding 7 working days from the completion of the settlement on the transaction. All settlements, including income payments, are executed at the exchange rate valid on the day of the transaction. The Company is not responsible for exchange rate changes occurring before or after the completion of the transaction.5.9. The Client has the right at any time to withdraw funds from the balance of their wallet on the Platform or reinvest them in other fractional investment objects available on the Platform at the time of withdrawal. Fund withdrawal is processed at the exchange rate valid at the time of the transaction. The Company is not responsible for fluctuations in the exchange rate at the time of fund withdrawal.5.10. Payments and exchange rate changes:5.10.1. All payments on the Platform can be made in digital assets, including USDT, or by other methods provided by the Platform. The Client acknowledges and accepts all risks associated with possible exchange rate fluctuations both at the time of payment and at the time the transaction is finalized.5.10.2. The Platform is not responsible for exchange rate changes that may affect the amount of funds available to the Client after the completion of the fractional investment program or the Client's early exit from the program.5.10.3. In the event of the Client's early exit from the fractional investment program, the calculation of the refund amount will be made at the exchange rate valid at the time the settlement is finalized, and not at the time of the initial payment.5.10.4. Upon an early exit from the program, the Platform reserves the right to withhold commissions and other administrative expenses connected to organizing the redistribution or realization of shares. The remaining amount will be credited to the Client's wallet balance at the current exchange rate at the time the settlement is finalized.

6. RESPONSIBILITY OF THE PARTIES

6.1. The Company is responsible for forming a full pool of participants for the fractional investment program within the established timeframes. If the pool of participants is not assembled within the indicated timeframes, the Company is obliged to inform the Clients and offer possible alternatives, such as extending the program deadlines or returning funds to the balances of the Clients' wallets in their Personal Account on the Platform.6.2. The Company is responsible for organizing the sale of the real estate object at the end of the share holding period specified during purchase. If the deadlines for the sale of the object are delayed by more than 30 calendar days, the Company undertakes to place the object for lease to provide Clients with additional income and to notify them about the rental results and calculations based on the received income.6.3. The Company is responsible for the correct and timely distribution of profit shares among participants of the fractional investment program proportionally to the number of shares they purchased. The Company undertakes to credit income to the balances of the Clients' wallets on the Platform within a period not exceeding 7 working days from the moment the sale of the object is completed.6.4. The Client is responsible for providing reliable and up-to-date information during registration and verification on the Platform. If false information is provided or there is a refusal to update information when it changes, the Company has the right to suspend the provision of services and access to the Platform until the violation is resolved. The Company is not responsible for losses incurred as a result of the Client providing inaccurate information.6.5. The Client is obliged to make timely payment for acquired shares in accordance with the program conditions and, if applicable, the installment conditions. In case of violation of payment deadlines, the Company has the right to suspend the Client's participation in the program, transfer their shares to the company's account, and dispose of them at its discretion. The Company is entitled to retain 10% of the amount deposited by the Client as compensation for provided services and incurred expenses.6.6. The Client is responsible for complying with the legislation of their jurisdiction, the laws of Thailand, as well as all applicable international norms and rules governing investments, settlements, and participation in cross-border projects. In case of violation of legislation, the Company reserves the right to terminate the Agreement with the Client and annul the purchased shares without refund in the volume permitted by applicable legislation.6.7. The Company is not responsible for the Client's losses caused by exchange rate fluctuations, changes in market conditions, political or economic crises, force majeure circumstances, as well as other factors that are beyond the Company's control. The Company's liability is limited to the fulfillment of obligations under this Agreement to the extent established by the laws of Thailand and the terms of the Agreement.6.8. The Client is responsible for the security of their login credentials for the Personal Account on the Platform. In case these details are transferred to third parties and damage arises related to unauthorized access to the account, the Company bears no responsibility for the actions of third parties. The Client is obliged to immediately notify the Company of any suspicion of unauthorized access to their account.6.9. The Client realizes and accepts that participation in fractional investment programs involves certain financial risks, including the possibility of full or partial loss of invested funds, including as a result of fluctuations in the value of real estate, construction timelines, actions of third parties, and other factors. The Company is not liable for the financial losses of the Client associated with such risks, except in cases of direct violation of this Offer by the Company.6.10. The Client is obliged to strictly comply with the terms of the fractional investment program, including the periods of owning shares, terms of sale or lease of the object, and other obligations stipulated by the program. In the event of an early exit from the program, the Client loses the right to receive profit and is obliged to compensate the Company for the incurred expenses associated with their participation in the program.

7. FORCE MAJEURE CIRCUMSTANCES

7.1. The Company is released from liability for failure to fulfill its obligations under this Agreement if such non-fulfillment was the result of force majeure circumstances that the Company could not foresee or prevent through reasonable measures. Force majeure circumstances include:

Natural disasters (fires, floods, earthquakes, hurricanes, and other natural catastrophes).
Military actions, riots, acts of terrorism.
Strikes, civil unrest, or riots that affected the ability to fulfill obligations.
The introduction of a state of emergency, quarantine, epidemics, pandemics, or other restrictions imposed by government authorities.
Government acts that change the legal status of real estate, restrictions on real estate transactions, currency restrictions, new laws, decrees, and regulations that may affect the fulfillment of obligations.
Actions or inaction of state authorities, including blocking payment services, digital infrastructures, restricting cross-border transfers, or other measures restricting the operation of the Platform.
Disruptions in the operation of the Internet, distributed ledgers, hacks, cyberattacks, or failures in the Platform software caused by external reasons beyond the Company's control.
Any other circumstances that are beyond the reasonable control of the Company and confirmed by relevant authorities.

7.2. In the event of force majeure circumstances, the Company undertakes to promptly notify the Client of their occurrence. The notification may be sent via the Personal Account on the Platform, email, or by other methods specified in the Agreement. The Company also undertakes to take all possible measures to minimize the negative consequences of force majeure circumstances.7.3. During the period of force majeure circumstances, the Company's obligations under the Agreement are suspended until these circumstances are eliminated. The terms for fulfilling obligations are extended for the duration of the force majeure circumstances.7.4. If force majeure circumstances persist for more than 60 calendar days, each of the parties has the right to terminate this Agreement unilaterally by notifying the other party. At the same time, the Company is not responsible for non-fulfillment of its obligations during the period of force majeure, and the Client's funds may be returned minus the expenses actually incurred by the Company until the moment of the force majeure.7.5. The Company is not responsible for any losses or damage sustained by the Client as a result of force majeure circumstances, including loss of income, changes in the market value of shares or real estate objects, temporary impossibility of making transactions, or returning funds.

8. DISPUTE RESOLUTION PROCEDURE

8.1. All disputes and disagreements arising between the Company and the Client as part of the execution of this Agreement must be resolved through negotiations between the parties. The parties undertake to take all reasonable measures to reach a mutually acceptable resolution.8.2. In the event that the parties cannot reach an agreement through negotiations, the dispute is subject to resolution in the manner established by this clause:8.2.1. Mediation.If negotiations do not lead to a resolution of the dispute, the parties may agree to involve a third party — an independent mediator, for the purpose of settling the conflict. Mediation is a voluntary procedure, and the parties undertake to participate in it in good faith. All costs associated with the mediation procedure are borne equally by the parties unless otherwise agreed.8.2.2. Arbitration.If dispute resolution through negotiation or mediation is unsuccessful, all disputes arising from or in connection with this Agreement are subject to resolution by arbitration in accordance with the rules of the Thailand Arbitration Institute (TAI) of the Thai Chamber of Commerce. Arbitration proceedings shall be held in Bangkok, Thailand, in the English language, unless the parties agree on another language.8.3. If either party disagrees with the arbitral award, it may be appealed to a competent court in accordance with the laws of Thailand. The arbitration decision will be final and binding upon the parties.8.4. The Client agrees that all claims filed against the Company must be settled in the judicial authorities of Thailand in accordance with its legislation. Any claims related to a violation of the Client's rights must be filed within 6 months from the date the relevant basis arises.8.5. The Company reserves the right to file a lawsuit against the Client in the judicial authorities of the country where the Client is located if this is necessary to protect its rights or collect a debt.8.6. Exceptions.The parties recognize that the provisions of this clause do not prevent the Company from seeking judicial protection if it is necessary to apply temporary or interim measures before or during arbitration proceedings to protect its interests, such as temporary injunctions or asset seizures.8.7. Claim procedure.Before going to arbitration or court, the party that considers its rights violated is obliged to send a written claim to the other party with a detailed description of the demands and grounds. The deadline for considering the claim is 30 calendar days from the moment of its receipt. If the response does not satisfy the party that sent the claim, or is not received within the specified period, it has the right to initiate arbitration or legal proceedings.

9. OFFER VALIDITY PERIOD AND CHANGES TO TERMS

9.1. This Offer comes into force from the moment it is published on the Platform and remains valid until its withdrawal or replacement by a new Offer. The Offer is public and open for acceptance by any person meeting the requirements specified in this Agreement.9.2. The Agreement between the Company and the Client is considered concluded from the moment the Client accepts the Offer (registration on the Platform and/or purchase of shares) and is valid until the full fulfillment of obligations by the parties. The validity period of the Agreement may be extended or prematurely terminated on the grounds stipulated by this Offer.9.3. The Company reserves the right to unilaterally amend the terms of this Offer, including the procedure for providing services, the terms of fractional investment, tariffs, commissions, and other provisions governing the relationship between the Company and the Client. Changes take effect from the moment of their publication on the Platform.9.3.1. The Company undertakes to notify the Client about changes to conditions no later than 7 calendar days before they come into force through the Client's Personal Account on the Platform or by another available means (email, notifications on the Platform).9.3.2. If the Client does not agree with the changes, they have the right to terminate the Agreement within 7 calendar days from the moment of receiving the notification about changes in conditions, by notifying the Company about this through the Personal Account on the Platform. In this case, the Client is entitled to demand a refund for unused services, minus the expenses incurred by the Company associated with executing the Agreement.9.3.3. If the Client continues to use Platform services after the changes enter into force, this is considered as their agreement to the changed terms of the Offer.9.4. The Client does not have the right to change the terms of the Offer or Agreement unilaterally. Any proposals or requests to change the terms of the Agreement must be directed to the Company in writing via the Personal Account on the Platform. Decisions on modifying conditions are taken by the Company at its sole discretion.9.5. The Company has the right to terminate the validity of this Offer at any moment by notifying Clients via the Platform no less than 30 calendar days before its revocation. In the event of the termination of the Offer, the Company undertakes to complete all previously initiated fractional investment programs and fulfill its obligations to Clients in accordance with the terms of the previously accepted Offer.9.6. The Company has the right to extend the validity of the Offer or propose a new version of the Offer. In this case, all Clients who accepted the previous Offer will have to accept the new terms or refuse to use the Platform's services by notifying the Company thereof.

10. OTHER CONDITIONS

10.1. This Offer, as well as all legal relationships arising from the Agreement between the Company and the Client, are governed by and construed in accordance with the legislation of Thailand. All disputes arising between the parties are subject to resolution in accordance with the procedure established in this Offer (see section 8 "Dispute Resolution Procedure").10.2. The official language of the Offer and Agreement is English. If this Agreement is translated into another language, the English text shall prevail in case of discrepancies between texts.10.3. All notices, requests, and other communication between the parties carried out within the framework of this Agreement are made via electronic messages through the Personal Account on the Platform or to the email address provided by the Client upon registration. Electronic documents and notifications are considered legally significant and equivalent to documents transmitted in writing.10.4. The Client undertakes to promptly notify the Company of any changes to their contact data, including their email address, through the Personal Account on the Platform. The Company is not responsible for the non-receipt of notifications or other messages if the Client has not updated their contact data.10.5. All materials presented on the Platform (including text, graphics, software, databases, technologies, trademarks, logos, and other elements) are the property of the Company or its licensors and are protected by copyrights, patents, trademarks, and other intellectual property rights. The Client is granted a limited license to use these materials exclusively for the purposes specified by this Offer. Any unauthorized use of the Platform materials is prohibited.10.6. The Company undertakes to process the Client's personal data in accordance with Thai legislation and the Platform's privacy policy. The Company applies appropriate technical and organizational measures to protect the Client's personal data from unauthorized access, alteration, or loss. The Client confirms their consent to the processing of their personal data as part of fulfilling the obligations under the Agreement.10.7. The Company is not liable for indirect, incidental, punitive, special, or consequential damages, including loss of profit, missed opportunities, disruption of plans or business prospects arising in connection with the use of the Platform, acquisition of shares, or delay in fulfilling obligations, if such damages were not caused by intentional actions of the Company or its gross negligence.10.8. Nothing in this Agreement can be construed as establishing a partnership, joint venture, trust management, fractional ownership of a real estate object, employment relations, or other similar relations between the Company and the Client. The Company and the Client act as independent parties and do not represent each other in any transactions or legal relations.10.9. The Client has no right to transfer their rights and obligations under this Agreement to third parties without the prior written consent of the Company. The Company has the right to transfer its rights and obligations under this Agreement to affiliates, as well as to third parties in the event of a business reorganization, without the need to obtain the Client's consent, but with a mandatory notification through the Platform.10.10. Issues related to force majeure circumstances are governed in section 7 of this Offer. Upon the occurrence of force majeure circumstances, the parties are released from liability for non-fulfillment of obligations for the duration of such circumstances.10.11. If any provision of this Offer is deemed invalid or unenforceable under the law, the remaining provisions stay in force and continue to apply. The invalid provision is subject to replacement by a new one, as closely corresponding to the meaning and intentions of the parties as possible.

Agreement

on participation in a fractional real estate investment program through the Tinora platform