Company Information

The Prop.com Platform (hereinafter - “Prop.com” or the “Company”) is operated by PCH Technology LLC, a company registered in the United Arab Emirates, with its principal office located at One by Omniyat, Suite 2504, Dubai, UAE, under registration number 1981062. In this legal risk notice (hereinafter - “notice”), all references to “we,” “us,” or “our” refer to Prop.com unless otherwise specified.

Notice Overview

This notice is intended to inform users (hereinafter - “you” or “User”) of the potential risks associated with accessing or using the Platform (including any websites, mobile applications, or other interfaces through which the Platform is accessed). This notice forms part of any contract, agreement, or terms of service you enter with the Company. By accessing or using the Platform, you acknowledge that you have read, understood, and accepted these risks.

Important Note

This notice does not capture every possible risk associated with digital assets, tokenized real estate. You should carefully evaluate your own financial circumstances, conduct independent research, and consider seeking advice from qualified professionals before engaging in any transactions.

The value of Digital Assets (e.g., cryptocurrencies, tokenized securities, or other tokenized interests) can be highly unpredictable. Prices may rise or fall rapidly due to market sentiment, regulatory actions, technological issues, or other unforeseen factors. You could lose your entire investment

Digital Assets are not legal tender and are not guaranteed by any government or central bank. Their value depends solely on the willingness of others to accept them in exchange. Under extreme conditions, a digital asset could become illiquid or worthless.

Digital assets typically rely on decentralized blockchain networks that are susceptible to security breaches, hardware or software failures, network disruptions, hacking, and other cyber threats. These risks may impact your ability to access, transfer, or utilize digital assets.

Many digital asset transactions are recorded on public blockchains and may be irreversible. Should you send digital assets to the wrong address or become a victim of fraud, you may be unable to recover those funds.

Laws, regulations, and directives related to digital assets are rapidly evolving. Changes in legislation or regulatory guidance - whether local, national, or international - could adversely affect the legality, value, or availability of certain digital assets and the Platform’s services.

Holdings of Digital Assets on the Platform are not insured by any government deposit insurer or comparable program. In the event of cyberattacks, insolvency, or other issues, there is no guarantee you will recover your losses.

Because some Digital Assets on the Platform may represent tokenized real estate, you should be aware of the following additional risks and considerations:

Real estate - whether tokenized or not - is subject to market fluctuations, local regulations, changes in supply and demand, liquidity constraints, and other factors (e.g., vacancy, maintenance costs). The property market can be illiquid, which may result in longer holding periods before a resale is possible or a difficulty in finding a buyer at your desired price.

Holding a tokenized real estate asset may not translate into direct ownership of the physical property. Instead, you may hold a beneficial interest or a share in a legal entity (e.g., an SPV, trust, or securitization vehicle) that owns or manages the property.

You should understand the legal rights and limitations conferred by such tokens, including any voting rights, dividend or distribution rights, and transfer restrictions.

Real estate investments are governed by local laws (zoning, landlord-tenant regulations, property taxes, etc.), which may vary significantly by region.

Changes in local regulations could affect the property’s value, your ability to earn income, or even your right to transact in certain tokenized real estate assets.

Investors located in different jurisdictions may face specific rules or prohibitions on investing in tokenized real estate.

Token holders may be impacted if local authorities impose restrictions or new requirements on ownership structures, transfer processes, or tokenized forms of property. Such developments can limit your ability to sell, manage, or benefit from the underlying real estate.

If any potential rental income, dividends, or other returns are advertised, such returns are not guaranteed. Actual income depends on rental occupancy rates, property management practices, market conditions, and other factors beyond the Company’s control.

As a token holder, you typically rely on a management company or designated manager to oversee maintenance, tenant relations, and day-to-day operations of the underlying property. You generally have no direct control over property management decisions.

A secondary market for tokenized real estate may be limited or subject to regulatory permissions.

Even if a secondary market is available, there is no guarantee you will be able to sell your tokens promptly or at a favorable price.

Investing in real estate (including tokenized real estate) may not be suitable for all investors, particularly those with low risk tolerance or who require high liquidity.

Historical real estate returns are not a guarantee of future performance. As with all investments, you could lose some or all of your principal.

Our Platform relies on complex technological infrastructure, including third-party systems for order routing, transaction settlement, and other operations. Technical failures, software or hardware malfunctions, maintenance downtime, or connectivity problems may affect your activities and cause order delays or execution errors.

Gains, losses, or other income realized from trading or holding digital assets may be subject to taxes, levies, or duties under applicable laws. Tax regulations for digital assets are evolving and may change, potentially with retroactive effect. You are solely responsible for complying with any tax obligations arising from your use of the Platform.

The Platform is not registered as a broker, dealer, national securities exchange, capital market service provider, or alternative trading system in any jurisdiction. Consequently, transactions facilitated through the Platform are generally not supervised or regulated by governmental or self-regulatory entities, which may increase legal and compliance risks.

By accessing the Platform, you represent that you are at least 18 years of age or the age of majority in your jurisdiction. If you are under this age, you must refrain from using the services; we do not knowingly accept transactions from or process data of minors.

Neither the Company nor its officers, employees, or affiliates provide financial, legal, or tax advice. Any decision to buy, sell, hold, or otherwise deal with digital assets or tokenized real estate is made at your sole discretion and risk.

The Company makes no warranties or representations regarding the performance of the Platform, any digital asset, or any tokenized real estate interest. Past performance is not indicative of future results, and all transactions carry inherent risks. We do not guarantee the liquidity or future resale value of any digital asset or tokenized real estate token.

Prop.com reserves the right to modify or update this Risk Disclosure notice at any time. Any changes will be posted to the Platform and take immediate effect, unless stated otherwise. We may also provide additional notices (e.g., email notifications) for material updates. Your continued use of the Platform after the effective date of a revised notice constitutes your acceptance of the updated terms.

If you have questions, concerns, or require clarification regarding this v, please contact us at:
Email: data@prop.com
Postal Address: PCH Technology LLC, One by Omniyat, Suite 2504, Dubai, UAE
We encourage you to stay informed about all legal disclosures relevant to your activities on the Platform, including this notice, any Terms of Use, and our Privacy & Data Policy.

Disclaimer: This notice is provided solely for informational purposes and does not encompass all risks or address every circumstance. Users should conduct their own due diligence and consult with professional advisors where appropriate, before engaging in transactions involving digital assets, tokenized real estate on the Platform.

3.7 Third Party Requirements

From time to time, third parties may require you to provide specific documents in compliance with rules, regulations, and documentation processes set forth by third parties (hereinafter referred to as the “Third Party Requirements”), including but not limited to (KYC) processes, provision of personal identification documents, proof of address, financial documents, etc. You acknowledge and understand that these Third Party Requirements are outside of the control of Prop.com. The Company is not responsible for any risk or liability that may arise from your interaction with these third parties or your compliance with such Third Party Requirements. You agree to release The Company and its employees, directors from all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) resulting from or relating to your compliance with these Third Party Requirements. This includes, without limitation, any risk or damage that may arise from incorrect, incomplete, or unverifiable information provided during the compliance process. The Company will not be held accountable or liable for any failures, losses, or damages incurred due to the enforcement of these Third Party Requirements. You further agree that any dispute or claim arising out of or relating to such Third Party Requirements will be solely between you and the applicable third party. The Company disclaims all liability in this regard to the fullest extent permitted by law.

4. Use of the Platform

4.1 Access of the Platform

To access the Platform, users must register on the following website: app.prop.com and create an account. During this process, users must explicitly accept these GTCs as well as the general terms and conditions of the third-party custodian. After successfully creating an account, users must complete an online form with their personal information and provide any additional documents or information that The Company deems necessary for the smooth operation of the business relationship and compliance with legal and regulatory obligations. You are only allowed to create one registration account, and The Company will block multiple accounts of the same user. By accessing the Platform, using its services, or registering as a user, you represent, warrant, and undertake that:

You have accepted the GTCs;

You are the legal owner (or an appropriately authorised representative of the legal owner) of the funds you add to your Account and that the same funds derive from a legitimate source;

Your use of the services does not constitute a breach of applicable law;

You are aware of the risks in using the services provided by The Company and have the necessary experience and knowledge to understand the risks involved in relation to each service provided by The Company;

The information or documents you provide as part of any ID verification process are correct, genuine, and up to date;

You will provide any additional information that The Company might require from you for the purposes of identification and for any other purposes that are needed to ensure The Company’s compliance with applicable regulatory requirements.

Registered Users agree to provide The Company with all necessary information for identification purposes, including identity, capacity, profession, address, public or private responsibilities, activities, financial situation, and tax residence. Users also commit to supplying The Company with any required documents to verify this information (e.g., identity document, certificate of residence) and, if necessary, evidence of proper tax compliance. Following the completion of the personal information form, Registered Users must complete The Company's AML-CTF questionnaire and provide all relevant information or documentation (see next section). Users acknowledge that, in compliance with AML-CTF regulations in Luxembourg, The Company may also need to identify the beneficial owner(s) of the Registered User, if applicable. Upon successful registration, The Company grants Registered Users access to the Platform for purchasing Bonds. The Platform allows users to subscribe to Bonds, as detailed in Article 8 of the GTCs. The Company may, at its discretion, refuse registration without providing reasons or exclude Registered Users from using the Platform, especially when providing services to the Registered Users would violate any applicable laws or regulations.

4.2 KYC Procedure

This is a procedure that The Company implements prior to initiating business interactions or executing transactions with its users. Within the scope of this procedure, The Company reserves the right to undertake any action it considers necessary to establish user identity, confirm its authenticity, examine and probe into user transactions, or adhere to any relevant legal or regulatory obligations.

4.3 Users’ Commitments and Limitations

This Platform and your account are for the use of the account holder only—you may not create accounts on behalf of other people or allow other people to use your account. If not explicitly agreed otherwise, you may have only one account on the Platform. You are fully responsible for all activity, including transactions, that are posted to your account.

4.4 User Eligibility Criteria

By using our services and accessing our Platform you represent and warrant that you:

(a) are at least 18 years old;
(b) have full power and authority to enter into this agreement;
(c) have not been previously suspended or removed from using our services

Our services and Platform are not directed or allowed to any person in any jurisdiction where (by reason of that person's nationality, residence, or otherwise) the availability of the services is or may be prohibited. Due to legal restrictions and/or our business discretion, you are not allowed to access our Platform or use our services if you are located in, under the control of, a resident, habitant, or citizen of certain countries. This is due to AML and terrorist financing measures. The Company explicitly prohibits persons or entities in restricted use areas from using its Platform and services, and The Company shall not be held liable for any legal or monetary consequence arising out of such use. By accessing or using the service and/or Platform, you represent and warrant that your activities are lawful in every jurisdiction where you access or use the service. Please note that Restricted Use Areas may change in the future.

4.5 Storage of Data

In the context of registration and use of the Platform, The Company collects and stores the following data on Registered Users:

First and last names;
Private or professional address (street, house number, postcode, city, country);
Telephone and/or mobile phone;
Email address;
Date of birth;
Nationality;
Payment data (IBAN, BIC, account number, SEPA number, bank name, account holder, etc.);

Any information or documentation provided by the Registered User for compliance with AML regulations.

4.6 Data Protection

The Company treats all information related to the provision of services as confidential and processes it in accordance with the Data Protection Framework. As the data controller, The Company collects, stores, and processes data provided by Registered Users for the purpose of delivering the requested services and fulfilling legal and regulatory obligations. The types of data processed are outlined in Article 4.5 and include any invested amounts and holdings in The Company by Registered Users. Registered Users may choose not to share Personal Data with The Company, but this may result in restricted access to the Platform. Personal Data provided by Registered Users is used for entering into and performing investments in Bonds issued by The Company. It is also processed for offering Bonds and Wallet services. Personal Data is processed for accessing the Platform (i.e., the performance of a contract), administering and settling investments, disbursing payments to Registered Users, handling tax registrations or declarations, serving The Company's legitimate interests, and complying with legal obligations imposed on The Company, particularly in accordance with applicable AML Law.

The "legitimate interests" mentioned above include:

The processing purposes are outlined in points 4.3.4. and 4.3.5 of the data protection section above;

- Meeting and complying with The Company’s accountability requirements and regulatory obligations globally; and
- Exercising The Company’s business in accordance with reasonable market standards.
- In line with the Data Protection Framework, each Registered User can submit a written request to The Company's address to:

--Access their Personal Data;
--Request rectification of inaccurate or incomplete Personal Data;
--Restrict the use of their Personal Data under specific circumstances;
--Object to the processing of their Personal Data, including for marketing purposes;
--Request erasure of their Personal Data when appropriate;
--Request Personal Data portability.

Registered Users also have the right to lodge a complaint with the National Commission for Data Protection (the "CNPD") or, if residing in another EU Member State, any other locally competent data protection supervisory authority. Personal Data will not be retained longer than necessary for data processing purposes, subject to applicable statutory retention periods. Personal Data will be deleted at the latest five (5) years after the termination of the contractual relationship. Even if a Registered User revokes their consent for data collection and usage, statutory retention obligations, particularly those under AML Law, remain unaffected.

The contact details of our data protection officer are:

Name: I. Upton
Email: data@prop.com.

Our transparency document, which contains information according to the Data Protection Framework, is available on our website. Our data protection officer will be happy to address any further questions about data protection upon request.

4.7 Transfer of Personal Data and Storage by Recipients

In compliance with the Data Protection Framework, The Company may transfer Personal Data to its data recipients (the "Recipients"), which include affiliated and third-party entities supporting The Company's activities. These Recipients may consist of administrative agents, distributors, depositaries, auditors, The Company's partners, legal advisors, and other service providers such as banks or financial institutions. The transfer or disclosure may be automated (granting access to your data) or may occur after a preliminary selection and assessment to determine whether investments are fundamentally suitable for the Registered User. Under their own responsibility, the Recipients may disclose Personal Data to their agents and/or delegates (the "Sub-Recipients") for the sole purpose of assisting the Recipients in providing services to The Company and/or helping the Recipients fulfil their own legal obligations. The Recipients and Sub-Recipients may be located within or outside the European Economic Area (the "EEA") in countries whose data protection laws may not provide an adequate level of protection. If Personal Data is transferred to Recipients and/or Sub-Recipients located outside the EEA in countries lacking adequate protection, The Company will ensure that the Personal Data is protected contractually in a manner equivalent to the Data Protection Framework. This may include adopting EU Commission-approved "Model Clauses." In this context, Registered Users can request copies of relevant documents enabling Personal Data transfers to such countries by writing to The Company's address. By subscribing to the notes on the platform, each Registered User is expressly informed of the transfer and processing of their Personal Data to the Recipients and Sub-Recipients, including entities located outside the EEA and particularly in countries that may not offer adequate protection. The Recipients and Sub-Recipients may process Personal Data as data processors (when processing the data upon The Company's instructions) or as distinct data controllers (when processing the data for their own purposes, primarily fulfilling their legal obligations, particularly any statutory retention obligations under the AML Law). The Company may also transfer Personal Data to third parties, such as governmental or regulatory agencies, including tax authorities, in or outside the EEA, as required by applicable laws and regulations. Specifically, Personal Data may be disclosed to Luxembourg tax authorities, who may act as data controllers and disclose the information to foreign tax authorities.

4.8 Privacy Policy

By using the Platform, users agree to the collection, processing, and storage of their personal data in accordance with Prop.com’s Privacy Policy. The Privacy Policy outlines the types of data collected, the purposes for which it is used, and the measures taken to protect user privacy. Users should review the Privacy Policy before registering and using the Platform.

4.9 User Conduct

Users of the Platform agree to comply with all applicable laws and regulations and to act in a responsible, ethical, and respectful manner. Prohibited conduct includes, but is not limited to, providing false information, engaging in fraudulent activities, attempting to manipulate or undermine the integrity of the Platform, and infringing upon the intellectual property rights of Prop.com or third parties. Prop.com reserves the right to take appropriate action against any user who violates these rules, including but not limited to suspension or termination of access to the Platform and legal action.

4.10 Account Security

Prop.com is dedicated to maintaining the security of user-entrusted funds and has implemented industry-standard protection measures for its services. However, the actions of individual users may pose risks. You agree to treat your access credentials (such as username and password) as confidential information and not to disclose such information to any third party. You also agree to be solely responsible for taking the necessary security measures to protect your Prop.com Account and personal information. You are solely responsible for ensuring the security of your Prop.com Account and password and for all transactions conducted under your Prop.com Account. Prop.com assumes no liability for any loss or consequences caused by authorized or unauthorized use of your account credentials, including but not limited to information disclosure, information release, consent, or submission of various rules and agreements by clicking on the website, online agreement renewal, etc. By creating a Prop.com Account, you hereby agree that: i. You will notify Prop.com immediately if you become aware of any unauthorized use of your Prop.com Account and password or any other violation of security rules; ii. You will strictly abide by all mechanisms or procedures of Prop.com regarding security, authentication, charging, deposit, withdrawal, and any other (future) services that are being offered by The Company; iii. You will take appropriate steps to log out from your account at the end of each visit.

5. Availability of the Platform

5.1 Availability

The Company is committed to providing extensive availability of the Platform to the extent that it is technically feasible and economically reasonable. However, The Company cannot be held responsible for instances of unavailability due to maintenance work, security, and capacity issues, technical factors, or events beyond its control, which may result in the Platform being unavailable for short or long periods.

5.2 Limiting Access to the Platform (for All Users)

The Company reserves the right to limit access to the Platform and any associated services, partially or entirely, at any time and without prior notice. This may be due to capacity constraints, maintenance or repair work, or other technical measures. If maintenance or repair work is being conducted, The Company will inform the Registered User about the restricted access to the Platform appropriately.

5.3 User's Technical Responsibility

The individual technical equipment and quality of the Registered User may also influence restricted access and use of the Platform. It is the Registered User's responsibility to establish the necessary technical conditions to ensure unrestricted access to the Platform. Using the Platform may also require specific settings on the Registered User's computer or mobile phone, such as enabling cookie storage.

5.4 Limitation of Liability

The Company shall not be held liable for any damages or consequences that may arise from limited availability or a failure in the availability of the Platform.

5.5 Suspension/Termination of Services

We may, in our full discretion and without liability to you, with prior written notice, suspend or terminate some or all of our services. In case of such suspension or termination, we will notify you at least 14 days prior to such discontinuation of services, and you will have the right to close your account. In case of fraud, violation of applicable laws, or violation of these terms, the aforementioned 14-day period is not applicable as stated in point 6.1.

5.6 Modification of Services

We may modify and upgrade existing services at any time or we may introduce new services, without prior notice to you.

6. Suspension of Services for the User

6.1 Suspension of Services

We may, in our discretion and without liability to you, with or without prior notice, temporarily suspend or permanently terminate your access to the Platform, your account, or all or some services (i) in the event of force majeure, (ii) if you breach these GTCs, or (iii) if we are required to do so in order to comply with our own regulatory obligations. For the purpose of this section, "force majeure" means any circumstances which we cannot reasonably be expected to control (which shall include Act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes, breakdown in machinery, or interruption or failure of the Internet or of any network, telecommunications, power supply, or infrastructure, or any provider of any of the foregoing). In particular, we may take such action set out in the first paragraph of this section in the following circumstances: (1) You attempt to gain unauthorized access to the Platform or another user's account or provide assistance to others attempting to do so; (2) You interfere or try to interfere with software security features limiting the use of or protecting any content; (3) You use the service to perform illegal activities such as money laundering, illegal gambling operations, financing terrorism, or other criminal activities; (4) You violate these GTCs; (5) You fail to pay or make fraudulent payment for transactions; (6) You infringe the intellectual property rights of third parties; (7) We are requested by law enforcement or other government agencies to do so, if deemed to be legitimate and compelling by The Company, acting in its sole discretion.

6.2 Temporary Suspension

If we suspect activity from your side, which might qualify as a breach of these GTCs, we may temporarily suspend access to your account or access to specific services within the account. Such temporary suspension may last a maximum of 48 hours. Within this timeframe, we will conduct an internal investigation. If our suspicion is confirmed, we will trigger the permanent termination of your account.

6.3 Permanent Termination

In case of permanent termination of your access to our services, we will deactivate and delete your account, without liability to you. In the event of termination, Prop.com will return assets stored in the account, unless The Company believes the user committed fraud. You shall bear all the costs associated with such transfer.

7. Copyrights

7.1 Copyrights

Prop.com, or the respective identified provider or manufacturer, holds the copyright and other protective rights for all web pages (including source texts, software, layout, etc.) and their content. Retrieving, copying, and saving, as well as editing and reworking the web pages and content, are permitted only for private purposes and not for commercial use. Copyright notices and brand names must not be altered or removed. Any actions beyond this require prior written consent from Prop.com. The Platform may include links to websites of other providers, for which Prop.com assumes no liability for their content. The creation of inline or hyperlinks from other websites to Prop.com’s websites or website content, as well as the integration or display of Prop.com’s websites or website content in a partial window (frame), is strictly prohibited without Prop.com’s prior written consent.

7.2 Intellectual Property

All intellectual property rights, including but not limited to copyrights, trademarks, patents, and trade secrets, in the content, design, layout, and any other elements of the Platform are owned by Prop.com or its licensors. Users may not reproduce, copy, distribute, modify, or create derivative works from the Platform or its content without the express written permission of Prop.com. Users agree to respect and not infringe upon the intellectual property rights of Prop.com and any third parties associated with the Platform.

7.3 Your Content

By submitting your content directly or indirectly to or through the Platform in any way, including but not limited to blogs, message boards, forums, and APIs (whether or not submitted through a third party), you grant Prop.com a royalty-free, perpetual, irrevocable, transferable, sublicensable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform, and display all of your content (in whole or in part) worldwide and to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content.
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Prop.com shall be the sole owner of any derivative work produced by Prop.com based on, or in any way connected with, your content and shall have the right to use such derivative work for any purpose, commercial or otherwise, without any further obligation to you. Prop.com has the right, but not the obligation, to monitor all conduct and content submitted to or through the Platform and may, in its sole discretion: (i) refuse to publish, remove, or modify content or disable access to content that it considers breaches these GTCs; or (ii) suspend or discontinue your opportunity to submit, post, or upload content. Prop.com has no obligation to pay you for providing such content.

8. Wallet

8.1 Wallet

The Registered User understands and accepts that, for the custody of fiat balances, Prop.com only grants access to the solution offered by the third-party service provider. Prop.com will not assume any responsibility for the safekeeping of fiat balances, as this will be carried out by a third-party service provider. Consequently, Prop.com cannot be held responsible in the event of the latter's insolvency and will not be liable in connection thereto.

8.2 Costs

Users may be subject to transaction fees for certain operations, such as transferring fiat. Prop.com reserves the right to adjust these fees at any time and will provide notice of any changes.

8.3 Funding Your Wallet

Users are able to fund their wallets using the following payment method(s):

Via bank transfer (SEPA).

8.4 Amendment

Prop.com may amend the GTCs at any time by informing the Registered User at least four (4) weeks before the amendments' entry into force by email or by posting on its website or any other durable medium. This is to account for legislative or regulatory amendments or developments in market practices. If Registered Users of the Platform do not object to the application of the amended GTCs before their proposed entry into force date, they will be deemed to have accepted the amendments. Prop.com commits to informing Registered Users about the significance of this period and the legal consequences of their silence in the amendment notice.

8.5 Right of Withdrawal

Registered Users qualifying as consumers, i.e., any natural person acting for purposes outside their trade, business, or profession (hereinafter, the "Consumer"), have the right to withdraw from this agreement within 14 calendar days upon accepting the GTCs without giving reasons and without any penalties if they change their mind following the contractual relationship with Prop.com. This right of withdrawal must be exercised within fourteen (14) days upon the Consumer notifying Prop.com of their decision to withdraw, starting from the day of accepting the GTCs.

8.6 Effects of Withdrawal on the Contract

Following the exercise of its withdrawal right by the Consumer, both parties will no longer be bound by the obligation to fulfill their respective obligations.

9. Purchase of Bonds via the Platform

9.1 Role of Prop.com and the Special Purpose Vehicles

The Special Purpose Vehicles issue the Bonds. The Platform allows Registered Users to subscribe to the Bonds issued by its 100% subsidiary, by making its technology available to the Special Purpose Vehicles. Prop.com does not offer investment or tax advice or any services regulated under Luxembourg law. Registered Users are advised to seek advice from qualified experts before subscribing to Bonds.

9.2 Subscription

Registered Users can subscribe to Bonds via the Platform after completing the identification process. To purchase Bonds, Registered Users will invest through the marketplace section, which leads to a listing page. These are primary offerings and are exempted from MiFID-II. Investments (in euros) are sent to an EMI account in the name of Prop.com and will be held there until the raise is either successfully completed or the 'raising period' has run out. In the event that the raising period runs out before reaching the 'soft cap', the user will receive their proceeds back, including the fees paid (excluding any external transaction costs). If the raise is successful and the soft cap is reached, the subscription agreement will be executed and the Registered User successfully subscribed to the securitized debt notes. Registered Users are fully responsible for obtaining and reviewing the necessary information when making investment decisions. Decisions to subscribe to a capital investment are made solely at the Registered User's discretion and responsibility.

To successfully subscribe for Bonds acquisition, Registered Users must complete all electronic form pages in the Platform's subscription process truthfully and in their entirety. The Issuer or a third party appointed by it retains the right to accept the Registered User's subscription declaration in whole or in part. Details of the offer, subscription, contract conclusion, and other conditions and restrictions of acquisition will be outlined within further contracts and contractual conditions and restrictions. These will be disclosed and confirmed by the Registered User, including but not limited to the prospectus of the Notes, the articles of the Securitization Special Purpose Vehicle, and the subscription agreement of the Bonds. Prop.com is not liable for any tax, economic, or legal objectives pursued in connection with respective investments, particularly not for the success of the respective Notes or compliance with forecasts made in connection with the respective Notes. These exclusions and limitations of liability apply to Prop.com’s employees, agents, and third parties assisting in contract performance.

9.3 Risk Information

Investments involve economic, legal, and tax risks. Future performance forecasts may deviate from expectations and predictions, even with conservative estimates and calculations. Capital investments carry significant risks and can lead to partial or total loss of invested assets. Such investments are only suitable for Registered Users who can financially cope with a partial or total loss in the event of negative development. Capital investments are not suitable for Registered Users with short-term liquidity needs.

9.4 Confidentiality

Registered Users must treat non-public content, information, and documents related to acquired investments confidentially. This includes contractual documentation with Prop.com and information and documents obtained in connection with the respective investment.

10. Termination of Agreement

10.1 Suspension of Prop.com Accounts

You agree that Prop.com shall have the right to immediately suspend your account (and any accounts beneficially owned by related entities or affiliates), freeze or lock the assets or funds in all such accounts, and suspend your access to the Platform for any reason, including if Prop.com suspects any such accounts to be in violation of these Terms, our Privacy Policy, or any applicable laws and regulations. You agree that Prop.com shall not be liable to you for any permanent or temporary modification of your account or suspension or termination of your access to all or any portion of the services. Prop.com shall reserve the right to keep and use the transaction data or other information related to such accounts. The above account controls may also be applied in the following cases:

The account is subject to a governmental proceeding, criminal investigation, or other pending litigation;
We detect unusual activities in the account;
We detect unauthorized access to the account;
We are required to do so by a court order or command by a regulatory/government authority.

10.2 Cancellation of Prop.com Accounts

In case of any of the following events, Prop.com shall have the right to directly terminate these Terms by canceling your account, and shall enjoy the right but not the obligation to permanently freeze (cancel) the authorizations of your account and withdraw the corresponding account thereof:

After Prop.com terminates services to you;
You allegedly register or register in any other person’s name as a user again, directly or indirectly;
The information that you have provided is untruthful, inaccurate, outdated, or incomplete;
When these Terms are amended, you state your unwillingness to accept the amended Terms by applying for the cancellation of your account or by other means;
You request that the services be terminated;

Any other circumstances where Prop.com deems it should terminate the services.

Should your account be terminated, the account and transactional information that meet data retention standards will be securely stored for five (5) years. In addition, if a transaction is unfinished during the account termination process, Prop.com shall have the right to notify your counterparty of the situation at that time. You acknowledge that a user-initiated account exit (right to erasure under GDPR or other equivalent regulations) will also be subjected to the termination protocol stated above.

10.3 Remaining Funds After Account Termination

Except as set forth in paragraph 10.4 below, once an account is closed/withdrawn, all remaining account balance (which includes charges and liabilities owed to Prop.com) will be payable immediately to Prop.com. Upon payment of all outstanding charges to Prop.com (if any), users will have five (5) business days to withdraw all assets or funds from the account.

10.4 Remaining Funds After Account Termination Due to Fraud, Violation of Law, or Violation of These Terms

Prop.com maintains full custody of the assets, funds, and user data/information which may be turned over to governmental authorities in the event of account suspension/closure arising from fraud investigations, investigations of violation of law, or violation of these Terms.

10.5 Dormant Accounts

Notwithstanding any provision of this Section, Prop.com may provide a written notice requiring you to withdraw all of your assets or funds from your account within 30 days of the notice. In the event that you fail to do so, Prop.com may, in its absolute discretion and without prior notice to you:

Deem your account as a dormant account;
Convert the assets to a different type of assets (e.g. FIAT).

For the avoidance of doubt, none of the Prop.com Operators shall be liable for any loss of profit, tax obligations, or any other loss, damage, or expense incurred by you resulting from such conversion. Prop.com may also:

Transfer such dormant accounts (including any assets or funds contained therein) to an affiliate of the Prop.com Operators, any third-party custodian, or an isolated wallet where it is deemed reasonably necessary by Prop.com to do so. In the event that such a transfer has taken place, you have the right to retrieve your assets or funds, subject to satisfying Prop.com’s verification requirements, including completing KYC;

Charge a dormant account fee to cover the cost of maintaining the assets by the Prop.com Operators, its affiliates, or any third party, and such fees shall be withdrawn directly from the dormant account on a monthly basis. Dormant account fees will be deducted from the account until the balance of the aforementioned account is empty. Prop.com will never use this fee to put an account in a negative balance;

Close a dormant account. Prior to closing the account, The Company will notify the client no later than 60 days in advance. Prop.com will not be liable for any loss, damage, or expense incurred by you as a result of the closure of a dormant account unless there was fraud or willful default by Prop.com. After a dormant account is closed, it cannot be reactivated by you (i.e., you will need to register a new account if you wish to continue using Prop.com services).

11. Resolving Disputes: Forum, Arbitration, Class Action Waiver

11.1 Notice of Claim and Dispute Resolution Period

Please contact Prop.com first! Prop.com wants to address your concerns without resorting to formal legal proceedings if possible. If you have a dispute with Prop.com, then you should contact Prop.com, and a ticket number will be assigned. Prop.com will attempt to resolve your dispute internally as soon as possible. The parties agree to negotiate in good faith to resolve the dispute (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding).

You may make a complaint by contacting our support or by sending an email to service@prop.com. We will endeavor to resolve a reported complaint quickly. In any case, we shall strive to resolve a reported complaint no later than 14 days after the complaint was addressed to us. While we will strive to do our best to provide you with any information you require in an accurate manner, any information given shall be subject to these GTCs and/or any other terms, conditions, or rules directly contained in email format.

In case of any contradictions between the information given by our support and the GTCs, the provisions contained in these GTCs shall prevail. Without prejudice to your legal rights, you hereby acknowledge that any complaint made by you more than 14 days after the date of finalization of the transaction which is the subject of the complaint in question will not be taken into consideration and shall have no value.

In the event the dispute cannot be resolved satisfactorily, and you wish to assert a legal claim against Prop.com, then you agree to set forth the basis of such claim in writing in a “Notice of Claim,” as a form of prior notice to Prop.com. The Notice of Claim must:

Describe the nature and basis of the claim or dispute;Set forth the specific relief sought;Provide the original ticket number; andInclude your Prop.com account email.

The Notice of Claim should be submitted to an email address or hyperlink provided in your correspondence with Prop.com. After you have provided the Notice of Claim to Prop.com, the dispute referenced in the Notice of Claim may be submitted by either Prop.com or you to arbitration in accordance with paragraph 2 of this Section below. For the avoidance of doubt, the submission of a dispute to Prop.com for resolution internally and the delivery of a Notice of Claim to Prop.com are prerequisites to the commencement of an arbitration proceeding (or any other legal proceeding). During the arbitration, the amount of any settlement offer made by you or Prop.com shall not be disclosed to the arbitrator.

11.2 Agreement to Arbitrate and Governing Law

You and other entities in the Prop.com Structure agree that, subject to paragraph 1 above, any dispute, claim, or controversy between you and Prop.com (and/or other entities in the Prop.com Structure) arising in connection with or relating in any way to these Terms or to your relationship with Prop.com (and/or other entities in the Prop.com Structure) as a user of Prop.com Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) will be determined by mandatory final and binding individual (not class) arbitration, except as set forth below under Exceptions to Agreement to Arbitrate. You and Prop.com Operators further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including without limitation any objections with respect to the existence, scope, or validity of the Agreement to Arbitrate, or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including, if applicable, attorney fees), except that the arbitrator may not award declaratory or injunctive relief in favor of anyone but the parties to the arbitration. The arbitration provisions set forth in this Section will survive the termination of these Terms.

The arbitration shall be subject to the HKIAC Administered Arbitration Rules (HKIAC Rules) in force when the Notice of Arbitration is submitted. The arbitration will be administered by the Hong Kong International Arbitration Centre (HKIAC). Unless the parties agree otherwise, there shall be only one arbitrator appointed in accordance with the HKIAC Rules. Any arbitration will be conducted in the English language. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Judgment on any arbitral award may be given in any court having jurisdiction over the party (or over the assets of the party) against whom such an award is rendered.

11.3 Time for Filing

Any arbitration against Prop.com operators must be commenced by filing a request for arbitration within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim, and there shall be no right to any remedy for any claim not asserted within that time period. This one-year limitation period is inclusive of the internal dispute resolution procedure set forth in paragraph 1 of this section above. There shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

Process; Notice: The party who intends to seek arbitration after the expiration of the Dispute Resolution Period set forth in paragraph 1 above must submit a request to the HKIAC in accordance with the HKIAC Rules. If Prop.com requests arbitration against you, it will give you notice at the email address or mailing address you have provided. You agree that any notice sent to this email or mailing address shall be deemed effective for all purposes, including without limitation determinations of the adequacy of service. It is your obligation to ensure that the email address and/or mailing address on file with Prop.com is up-to-date and accurate.

11.4 Seat of Arbitration

The seat of arbitration shall be Hong Kong.

11.5 Place of Hearing

The location of any in-person arbitration hearing shall be Hong Kong unless otherwise agreed to by the parties.

11.6 Governing Law

These Terms (including this arbitration agreement) shall be governed by, and construed in accordance with, the laws of Hong Kong.

11.7 Confidentiality

The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any nonpublic information provided in the arbitration, and any submissions, orders, or awards made in the arbitration (together, the "Confidential Information") shall not be disclosed to any non-party except the tribunal, the HKIAC, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive the termination of these Terms and of any arbitration brought pursuant to these Terms.