Terms of Service

Effective Date: March 2026

1. Acceptance of Terms

By accessing and using the Catalyst Asset Capital platform (the "Platform"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use the Platform. Your continued use of the Platform following any changes to these Terms constitutes your acceptance of the updated Terms.

2. Definitions

For purposes of these Terms:

• Platform: The Catalyst Asset Capital website, mobile application, and all related services and content.
• User: Any individual or entity accessing the Platform.
• Investor: A User seeking to commit capital to real estate opportunities on the Platform.
• Partner: A real estate developer, landowner, or sponsor listed on the Platform offering investment opportunities.
• Opportunity: A real estate investment opportunity offered by a Partner on the Platform.
• SPV: A special purpose vehicle or other legal structure used to hold and manage an Opportunity.
• JV: Joint venture or co-investment arrangement between Investors and Partners.
• Content: All text, images, data, code, and other materials on the Platform.

3. Eligibility and Account Registration

3.1 Age and Capacity

You must be at least 18 years old and have the legal capacity to enter into binding agreements. You represent and warrant that you are of legal age and possess the authority to accept these Terms on behalf of yourself or any entity you represent.

3.2 Investor Qualifications

Depending on the Opportunity and jurisdiction, Investors may be required to satisfy accreditation, sophistication, or qualification requirements under applicable securities laws. CAC will request documentation supporting your status as an accredited or qualified investor. You are solely responsible for determining whether you meet these requirements.

3.3 Account Registration

To access certain Platform features, you must create an account and provide accurate, current, and complete information. You agree to maintain the confidentiality of your login credentials and are fully responsible for all activity that occurs under your account. You must notify us immediately of any unauthorized access or use.

3.4 One Account per User

You may maintain only one active account. CAC reserves the right to terminate duplicate or fraudulent accounts without notice.

3.5 Right to Terminate Accounts

CAC reserves the right to terminate, suspend, or restrict your account at any time for violation of these Terms, applicable law, or for any reason, with or without notice.

4. Platform Services

4.1 Marketplace Function

The Platform is a marketplace that connects qualified Investors with real estate Partners. CAC facilitates introductions, due diligence materials, and transaction logistics but does not serve as an agent or advisor to either party.

4.2 Not Investment Advice

The Platform does not provide investment advice, financial advice, or personalized recommendations. All information, analysis, and market data provided on the Platform is for informational purposes only. You must conduct independent due diligence and consult qualified legal, tax, and financial advisors before making any investment decision.

4.3 Not a Broker-Dealer

CAC is not registered or licensed as an investment advisor, broker-dealer, or financial services provider in any jurisdiction. CAC does not execute transactions on your behalf.

4.4 Fees and Carried Interest

CAC may charge transaction fees, platform subscription fees, or carried interest on successful investments or realized gains, as disclosed separately for each Opportunity. Fee structures are determined at CAC's discretion and may vary by opportunity, jurisdiction, and party classification.

5. Investment Risks and Disclaimers

5.1 Substantial Risk of Loss

All real estate investments carry substantial risk, including possible total loss of capital. You should invest only capital you can afford to lose entirely. Past performance is not indicative of future results.

5.2 Illiquidity

Investments in real estate are illiquid. You may not be able to liquidate your position quickly or at favorable valuations. Exit timelines are typically multi-year and depend on market conditions, Partner performance, and regulatory approval.

5.3 Specific Risk Factors

Investments may be subject to:

• Construction Risk: Delays, cost overruns, abandonment, or structural defects.
• Currency Risk: Exchange rate fluctuations may adversely affect returns for investors in other currencies.
• Geopolitical Risk: Political instability, sanctions, conflict, or regulatory changes may impact value and liquidity.
• Jurisdiction Risk: Differences in property law, enforcement, taxation, and regulatory frameworks across markets.
• Partner Risk: Performance, solvency, and integrity of the Partner or sponsor.
• Market Risk: Supply/demand imbalances, interest rate changes, recession, or changing consumer preferences.

5.4 Projected Returns Are Estimates

Any projected returns, IRRs, or distributions are estimates only and are not guaranteed. Actual returns may be materially lower or negative. Projections are based on assumptions that may not materialize.

5.5 No Guarantee of Exit

There is no guarantee that an Opportunity will be successfully completed or that liquidity will be achieved at projected valuations or timelines.

6. Due Diligence and Screening

6.1 CAC Screening

CAC performs commercial screening of Partners and Opportunities, including background checks, financial reviews, and market analysis. However, CAC does not guarantee the accuracy, completeness, or sufficiency of its screening. CAC makes no representations regarding Partner quality, Opportunity viability, or investment suitability.

6.2 Independent Due Diligence Required

You are solely responsible for conducting your own independent due diligence, including review of legal documents, financial projections, property appraisals, title reports, and Partner track records. You should not rely solely on materials provided by CAC or the Partner.

6.3 Independent Legal and Tax Counsel

Before making any investment commitment, you must consult independent legal counsel to review transaction documents, regulatory compliance, and personal liability implications. You should also consult independent tax counsel regarding tax implications in your jurisdiction of tax residence.

7. User Obligations

• Truthful Information: You must provide accurate, complete, and truthful information in all account registrations and qualification documents. Misrepresentation may result in account termination and legal liability.
• Compliance with Law: You agree to comply with all applicable laws, regulations, sanctions, and anti-money laundering requirements in your use of the Platform and any investments.
• Authorized Use Only: You may use the Platform solely for lawful purposes and as intended. Unauthorized use, manipulation, or circumvention of Platform features is prohibited.
• No Scraping or Bots: You may not scrape, crawl, or use automated systems to extract, monitor, or copy Content without written permission.
• No Resale of Access: You may not resell, redistribute, or grant access to the Platform to unauthorized third parties.
• No Harmful Activity: You agree not to transmit viruses, malware, spam, or any code or data that could harm the Platform or its users.

8. Intellectual Property

8.1 CAC Ownership

CAC owns all Content, design, layout, functionality, branding, logos, and trade names on the Platform. These materials are protected by copyright, trademark, and other intellectual property laws.

8.2 Limited License

You are granted a limited, non-exclusive, revocable license to access and view Content for personal, non-commercial use only. You may not reproduce, modify, distribute, or create derivative works without written permission.

8.3 User Content

Any Content you submit to the Platform (messages, documents, feedback) may be used by CAC for operational and business purposes. You grant CAC a perpetual, worldwide, royalty-free license to such Content.

9. Third-Party Content

The Platform may display market data, property information, or analysis from third-party providers including Knight Frank, JLL, CBRE, and other real estate data sources. CAC does not guarantee the accuracy, timeliness, or completeness of such third-party data. Your reliance on third-party data is at your own risk. CAC is not liable for errors, omissions, or outdated information from third parties.

10. Privacy

Your use of the Platform is also governed by our Privacy Policy, which describes how we collect, use, and protect your personal data. By using the Platform, you consent to the practices described in the Privacy Policy.

11. Limitation of Liability

11.1 No Liability for Investment Losses

CAC is not liable for any investment losses, diminution in value, failure to achieve projected returns, or total loss of capital resulting from any Opportunity or investment made through the Platform. Investment risk is borne entirely by the Investor.

11.2 Cap on Liability

Except for claims arising from CAC's willful misconduct or gross negligence, CAC's total liability to you for any claim arising from use of the Platform shall not exceed the fees paid by you to CAC in the 12 months preceding the claim.

11.3 Exclusion of Consequential Damages

In no event shall CAC be liable for lost profits, lost revenues, lost data, indirect, incidental, consequential, or punitive damages, even if CAC has been advised of the possibility of such damages.

11.4 Platform Availability

The Platform is provided "as-is" without warranties of any kind. CAC does not guarantee uninterrupted availability, error-free operation, or fitness for any particular purpose.

12. Indemnification

You agree to indemnify, defend, and hold harmless CAC, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from: (a) your violation of these Terms; (b) your use of the Platform; (c) any investment decision you make; (d) your violation of applicable law; or (e) any claim by a third party relating to your account or activity.

13. Dispute Resolution

13.1 Governing Law

These Terms and all matters arising from your use of the Platform shall be governed by and construed in accordance with the laws of the United Arab Emirates, without regard to conflict of law principles.

13.2 Jurisdiction and Venue

You irrevocably submit to the exclusive jurisdiction of the courts of Dubai, UAE for resolution of all disputes. You waive any objection to venue or claim that such courts are an inconvenient forum.

13.3 Waiver of Jury Trial

To the extent permitted by law, you waive the right to a jury trial in any litigation.

14. Amendments to Terms

CAC may amend these Terms at any time by posting updated terms on the Platform and updating the Effective Date. Your continued use of the Platform after such amendments constitutes your acceptance of the revised Terms. If you do not agree with any amendment, you must stop using the Platform.

15. Termination

15.1 Termination by CAC

CAC may terminate or suspend your access to the Platform at any time, with or without cause, and with or without notice. CAC may terminate immediately if you breach these Terms or any applicable law.

15.2 Survival

Upon termination, your right to use the Platform ceases immediately. However, provisions regarding investment obligations, indemnification, limitation of liability, dispute resolution, and any outstanding fees or carried interest shall survive termination.

15.3 Existing Commitments

Termination does not terminate or release you from any investment commitments, capital calls, or other obligations undertaken through the Platform prior to termination.

16. Severability

If any provision of these Terms is found invalid or unenforceable by a court of competent jurisdiction, that provision shall be severed and all other provisions shall remain in full force and effect.

17. Regulatory Notice

Catalyst Asset Capital Ltd is registered in Dubai, UAE as a platform, not as an investment advisor, investment company, or financial services provider. This registration does not constitute:

• Registration as an investment advisor under any jurisdiction's securities laws;
• Authorization to provide investment advice, financial advice, or personalized recommendations;
• Regulation as a broker-dealer, fund manager, or fiduciary;
• Approval or endorsement of any Opportunity or Partner.

Catalyst Asset Capital is not regulated as a financial institution and does not hold banking, insurance, or lending licenses. Investors should understand that this platform operates outside traditional regulatory frameworks and carries corresponding risks.

18. Contact Information

For questions about these Terms, or to report violations, please contact:

Catalyst Asset Capital Ltd
Email: info@catalystassetcapital.com
Address: Dubai, UAE