Terms & Conditions

These Terms & Conditions (the "Terms") constitute a legally binding agreement between you ("you," "your," or "User") and FundProp Ventures Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at New Delhi, National Capital Territory of Delhi, India, together with its subsidiaries and affiliates ("FundProp," "the Company," "we," "us," or "our"), governing your access to and use of the website, mobile applications, and related services (collectively, the "Platform") through which FundProp offers information about, and facilitates investment in, real estate-related investment products (each, an "Offering"). By creating an account, clicking "I agree," or otherwise accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. These Terms are published in accordance with the Information Technology Act, 2000 and the rules framed thereunder, including the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. If you do not agree to these Terms, you must not access or use the Platform.

1. Definitions

• "Offering" means any real estate fund, alternative investment fund, real estate investment trust (REIT), special purpose vehicle, fractional ownership structure, or other real estate-related security, unit, or interest made available for investment through the Platform.
• "Offering Documents"means, with respect to any Offering, the private placement memorandum, information memorandum, subscription agreement, shareholders' or trust agreement, and other disclosure and governing documents applicable to that Offering.
• "Account" means the personal account you establish on the Platform to access Offerings and investor tools.
• "Content" means all text, graphics, images, data, valuations, projections, and other materials made available on the Platform.
• "Sponsor" means the developer, asset manager, or third party responsible for structuring, managing, or operating a particular Offering.
• "Applicable Law"means the laws of the Republic of India, including but not limited to the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 and regulations framed thereunder, the Real Estate (Regulation and Development) Act, 2016 ("RERA"), the Prevention of Money Laundering Act, 2002, the Foreign Exchange Management Act, 1999, and the Information Technology Act, 2000.

2. Nature of the Platform; No Advisory Relationship

FundProp operates a technology platform that provides information regarding, and facilitates subscriptions to, real estate-related Offerings sponsored by FundProp affiliates or unaffiliated third-party Sponsors. FundProp does not itself develop, own, manage, or operate real property, except through the Offerings described in the applicable Offering Documents, and does not act as a real estate agent within the meaning of RERA or any state rules made thereunder.

Nothing on the Platform constitutes investment, legal, tax, or accounting advice, and no fiduciary, advisory, or brokerage relationship is created between you and FundProp by virtue of your use of the Platform. FundProp is not registered as an investment adviser, stock broker, portfolio manager, or intermediary with the Securities and Exchange Board of India ("SEBI") unless expressly stated otherwise in the relevant Offering Documents. Any securities, units, or interests offered through the Platform are offered only by means of the applicable Offering Documents, in compliance with Applicable Law, and this Platform does not constitute an offer to sell, or the solicitation of an offer to buy, any security or interest in any jurisdiction in which such offer or solicitation would be unlawful.

3. Eligibility and Account Registration

To register for and maintain an Account, you represent and warrant that you:

• are at least eighteen (18) years of age and competent to contract under the Indian Contract Act, 1872;
• are a citizen or resident of India, or a Non-Resident Indian, Overseas Citizen of India, foreign national, or foreign entity permitted to invest in Indian real estate-related Offerings in accordance with the Foreign Exchange Management Act, 1999 and regulations issued by the Reserve Bank of India, as applicable;
• meet any applicable investor qualification, suitability, or minimum investment requirements specified in the Offering Documents for any Offering in which you invest, and will provide truthful information and documentation, including Permanent Account Number (PAN) and Know Your Customer ("KYC") documents, to verify such status upon request;
• will provide accurate, current, and complete registration and identity-verification information, and will promptly update such information if it changes; and
• are not a person or entity denied access to the securities market by SEBI, listed on any sanctions or watch list maintained by the Government of India or any competent regulator, or otherwise prohibited under Applicable Law from making the proposed investment.

You are solely responsible for maintaining the confidentiality of your login credentials and for all activity occurring under your Account. You agree to notify us immediately at legal@fundprop.com of any unauthorized use of your Account or any other breach of security.

4. Investment Risk Disclosures

Investing in real estate-related Offerings involves substantial risk, including the risk of loss of the entire amount invested. By using the Platform, you acknowledge and agree that:

• real estate values, rental income, and occupancy are subject to fluctuation due to market, economic, regulatory, environmental, and interest rate conditions beyond FundProp's or any Sponsor's control, and may also be affected by changes in stamp duty, GST, or other government levies applicable to real estate transactions in India;
• Offerings are generally illiquid, may be subject to lock-in or hold periods, and there is no guarantee that a secondary market will exist or that redemptions will be permitted or funded on any particular timetable;
• distributions, if any, are not guaranteed and may be suspended, reduced, or paid from sources other than operating cash flow, including borrowed funds or return of capital;
• past performance of any Offering, Sponsor, or the Platform is not indicative of future results, and projections, targeted returns, or pro forma figures are estimates only and may not be achieved;
• certain Offerings may employ leverage or be affected by title, land use, RERA registration, or other regulatory approval risk associated with the underlying real property, each of which increases both potential returns and potential losses; and
• you should carefully read the Offering Documents in full, including the "Risk Factors" section, and consult with your own independent legal, tax, and financial advisors before making any investment decision.

5. Investment Process; Subscriptions

To invest in an Offering, you must complete the applicable subscription process, including execution of a subscription agreement and completion of identity verification ("Know Your Customer") and anti-money-laundering checks in accordance with the Prevention of Money Laundering Act, 2002 and rules framed thereunder. FundProp and each Sponsor reserve the right, in their sole discretion, to accept or reject any subscription, in whole or in part, and to close, extend, oversubscribe, or cancel any Offering at any time and for any reason, subject to the terms of the applicable Offering Documents. Funds submitted in connection with a subscription may be held in a designated escrow account with a scheduled bank pending acceptance of your subscription and satisfaction of applicable closing conditions.

6. Fees and Compensation

FundProp and its affiliates may receive fees and other compensation in connection with the Platform and specific Offerings, which may include origination, asset management, disposition, servicing, or platform fees, as well as fees paid by Sponsors. All fees applicable to a specific Offering, including any applicable Goods and Services Tax (GST), will be disclosed in the relevant Offering Documents prior to your investment. You are responsible for any third-party fees (such as bank transfer, stamp duty, or currency conversion fees) incurred in connection with funding your investment.

7. Intellectual Property

The Platform and all Content, including trademarks, logos, trade names, software, and design elements, are the property of FundProp or its licensors and are protected under the Copyright Act, 1957, the Trade Marks Act, 1999, and other applicable intellectual property laws. Subject to your compliance with these Terms, FundProp grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your personal, non-commercial use. You may not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any Content without our prior written consent.

8. Prohibited Conduct

You agree not to:

• use the Platform for any unlawful purpose or in violation of any applicable securities, tax, foreign exchange, or anti-money-laundering law, including the Foreign Exchange Management Act, 1999 and the Prevention of Money Laundering Act, 2002;
• provide false, misleading, or fraudulent information during registration, identity verification, or the subscription process;
• attempt to gain unauthorized access to the Platform, other Accounts, or FundProp's systems or networks;
• reverse engineer, decompile, or otherwise attempt to derive the source code of the Platform;
• use any automated means, including bots, scrapers, or crawlers, to access the Platform without prior written authorization; or
• interfere with or disrupt the integrity or performance of the Platform.

9. Third-Party Content and Links

The Platform may contain Content and links provided by or relating to third parties, including Sponsors, property managers, and data providers. FundProp does not independently verify, and makes no representation or warranty regarding the accuracy, completeness, or reliability of, any third-party Content. Your interactions with any third party accessed through the Platform are solely between you and that third party.

10. Disclaimers of Warranties

THE PLATFORM AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FUNDPROP DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY PROJECTED RETURNS OR VALUATIONS WILL BE ACHIEVED.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL FUNDPROP, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO YOUR USE OF THE PLATFORM OR ANY INVESTMENT MADE THROUGH IT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FUNDPROP'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO FUNDPROP DIRECTLY IN CONNECTION WITH THE PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) RUPEES TEN THOUSAND (₹10,000). NOTHING IN THESE TERMS LIMITS ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

12. Indemnification

You agree to indemnify, defend, and hold harmless FundProp and its affiliates, directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with your access to or use of the Platform, your breach of these Terms, or your violation of any Applicable Law or third-party right.

13. Dispute Resolution; Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, the Platform, or the breach, termination, or validity thereof, shall first be referred to good-faith negotiations between the parties. If such dispute is not resolved within thirty (30) days of written notice, it shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, as amended. The arbitration shall be conducted by a sole arbitrator appointed by FundProp, the seat and venue of arbitration shall be New Delhi, India, the language of arbitration shall be English, and the arbitral award shall be final and binding on the parties, subject to Applicable Law.

Nothing in this Section shall preclude either party from seeking urgent injunctive or other equitable relief before a court of competent jurisdiction in New Delhi to prevent actual or threatened infringement, misappropriation, or violation of intellectual property or confidentiality obligations, pending the constitution of the arbitral tribunal.

14. Termination

FundProp may suspend or terminate your Account and access to the Platform at any time, with or without notice, for conduct that violates these Terms, poses a risk to the security or integrity of the Platform, or is otherwise harmful to FundProp, other users, or third parties. Sections of these Terms that by their nature should survive termination (including Sections 6, 10, 11, 12, 13, and 16) shall survive any termination of your Account.

15. Modifications to These Terms

FundProp reserves the right to amend these Terms at any time by posting the revised Terms on the Platform and updating the "Last updated" date above. Material changes will be notified to you via email or a prominent notice on the Platform not less than fifteen (15) days before taking effect, except where an earlier effective date is required by Applicable Law. Your continued use of the Platform after the effective date of any revision constitutes your acceptance of the revised Terms.

16. Governing Law; Jurisdiction; Severability; Entire Agreement

These Terms and any dispute arising out of or related to them shall be governed by and construed in accordance with the laws of India, without regard to its conflict-of-laws provisions. Subject to Section 13 above, the courts at New Delhi, India shall have exclusive jurisdiction over any matter not required to be arbitrated.

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

These Terms, together with our Privacy Policy and any Offering Documents applicable to a specific investment, constitute the entire agreement between you and FundProp with respect to the Platform, and supersede any prior agreements or understandings, whether written or oral.

17. Contact Information

Questions or notices regarding these Terms, or grievances relating to the Platform in accordance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, should be directed to FundProp Ventures Private Limited, Attn: Grievance Officer / Legal Department, Registered Office: New Delhi, National Capital Territory of Delhi, India, at legal@fundprop.com, or via our Contact page.