Terms and conditions

These Terms and Conditions constitute a legal agreement between you, as the user of the website accessible at the URL address Stock.estate ("Platform") and STOCKESTATE CROWDFUNDING S.R.L., a company incorporated and operating in accordance with the laws of Romania, having its registered office in Bucureşti Sectorul 2, Şoseaua PIPERA, Nr. 48A, Building G, Floor 7, Ap. 704, registered with the Trade Register under no. J40/15666/2022, sole fiscal code RO45170242, LEI code 787200YE087E9DS5CB34, authorized by the Financial Supervisory Authority as a crowdfunding services provider under the license number 105/29.08.2023. Throughout these Terms and Conditions, we will refer to you as "You" or "Your", and we will refer to STOCKESTATE CROWDFUNDING S.R.L. as "We", "Us" or "Stock.estate".

These Terms and Conditions set out the terms governing Your use of the Platform either as an Investor or Developer (as defined below) or users of the Platform who do not register as Investor or Developer (the Investors, the Developers, as well as any other users of the Platform, are all collectively referred to as "Stock.estate Members" and individually "Stock.estate Member").

The Platform is offered subject to Your acceptance of all of the terms and conditions contained herein, of the terms and conditions of the identity verification and the verification from the perspective of preventing money laundering and combating the financing of terrorism (KYC/AML) service provider and of the payment service provider, as well as all other operating rules, policies (including, without limitation, Our Privacy Notice) and procedures that may be published from time to time on the Platform and on the websites of the providers. When accepted by you, the Terms and Conditions and the ones of the providers above-mentioned form a legally binding agreement between You and Stock.estate. If You do not wish to continue to be bound by these Terms and Conditions, please stop using the Platform and the services of our providers now.

These Terms and any documents We refer to, together with any operating rules and policies form the Agreement between You and Us. We refer to all these documents as the "Agreement".

You expressly agree to these Terms and You acknowledge that We will consider Your access to and use of our Platform and to the services of our providers as acceptance of these Terms and the terms and conditions of our providers and consequently of the Agreement. You are responsible for checking our website http://www.stock.estate/ and the websites of our providers www.veriff.com and www.mangopay.com periodically in order to review the current version of the Terms and the other operating policies, rules to familiarize yourself with any changes to them.

Please read this Agreement carefully before accessing or using the Platform, respectively the services of the providers above-mentioned. By accessing or using any part of the Platform, You agree to become bound by the terms and conditions of this Agreement.

If You do not agree to all the terms and conditions of this Agreement, please do not access or use the Platform.

Stock.estate is not a financial institution, investment bank or a financial advisor or a regulated entity, neither does Stock.estate provide any financial or investment services.

The purpose of the Platform is solely to facilitate the conducting of fundraising rounds ("Fundraising") by companies that develop the real estate projects promoted on the Platform ("Developer"), presented in the key investment information sheets available on the Platform, from the investors interested in investing in the projects ("Investors"). Stock.estate does not at any time take possession of funds and it does not provide payment services.

The Terms and Conditions shall only regulate the relationship between a Stock.estate Member and Stock.estate. Any agreements between Stock.estate Members will be done directly.

Other Agreements and Documents

In addition to these Terms and Conditions, You and We may enter into several other agreements. For example, in case You act as Developer, You may enter into a License and Services Agreement ("License and Services Agreement") with Us.

In case You act as an Investor, You may enter into a loan agreement each time You make an investment through the Platform ("Loan Agreement").

Our Privacy Notice and Cookies Policy located at www.stock.estate set out the details of how Your personal data will be processed by Us following Your use of the Platform.

These Terms and Conditions, the Privacy Notice, the Cookies Policy, the License and Services Agreement, Loan Agreement as well as other agreements You may enter into, and notices You are provided from time to time in connection with Your use of the Platform, are hereinafter referred to as "Platform Documents", are intended to be consistent with each other and should be read and interpreted together.

In what concerns the interpretation, any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. Also, a reference to writing or written is including the email.

For the avoidance of any doubt, in case of conflict between the terms of any agreement which You will conclude subsequently in connection with the investments shall prevail over the terms of these Terms and Conditions. As above-mentioned, by using the Platform, You are deemed to have agreed to our Terms of Conditions.

Eligibility criteria

In order to join Stock.estate as a member, You must be either (a) 18 years of age or over (which We refer to as an individual member), (b) a legal person or other forms of a legal entity (which We refer to as a corporate member). A reference to a company shall include any company, corporation or other entity, wherever and however incorporated or established.

You acknowledge, represent and warrant that:

(i) You have the legal capacity to enter into this Agreement, as above defined. (ii) You are eligible to enter a legally online binding agreement with Us in accordance with the laws applicable to You; (iii) You are solely and completely responsible for Your own compliance with applicable legislation; (iv) if You agree to this Agreement, as above defined, on behalf of a legal entity, then You have the legal authority to hold liable the legal entity to this Agreement; (v) You are a legal representative of a Developer or an Investor (legal entity) or You have been duly authorized by the Developer or the Investor to represent it and to execute the Fundraising using Our services and that You have the right to enter into the Terms and Conditions and other Platform Documents on behalf of the Developer or the Investor; (v) all information that You supply is true, accurate, complete, and not misleading; (vi) that You are not subject to the laws of any territory which would make Your participation in the Platform unlawful.

Non- Eligible. You must inform us as soon as possible in case You cease to be eligible to be a member. If You inform us, or if We otherwise discover, that You have ceased to be eligible as a member, Your Stock.estate membership will be suspended without any formalities.

If subsequently, You become eligible to be again a member and if You inform Us about this matter, Your Stock.estate membership may be reinstated by Us, but solely at our discretion.

Singular Membership. You shall not attempt to create multiple memberships for yourself by using different email addresses or different identifying information. If You attempt to create multiple memberships then We may terminate Your membership without any formalities.

Only Stock.estate members may utilize the services provided by the Platform. Stock.estate reserves the right to deny, suspend or terminate its services to any current or prospective Stock.estate members due to inter alia, but not limited to the following reasons:

● the user has committed fraud or a criminal offense; ● the user has provided false or misleading or incomplete information to Stock.estate;
● the user does not provide to Stock.estate or to a third provider indicated by Stock.estate all the information needed for Know Your Customer ("KYC") and/or Anti-Money Laundering ("AML") verification, if Stock.estate or the above-mentioned third party deems them necessary or they become required by the applicable legal provisions; ● if, in Our opinion, the user is unable to fully comply with this Agreement as defined above.

You hereby acknowledge and accept that Stock.estate or any third party above-mentioned may need to undertake certain KYC activities and/or AML verifications, including collecting certain personal data from you, which will be done inter alia when registering the user account with Stock.estate and before any funding of the Developer may be pursued. Upon Stock.estate’s request, You shall provide Stock.estate with all information and documents that Stock.estate or the third party above-mentioned, in its sole discretion, deems necessary or appropriate to conduct KYC and/or AML verifications.

Changes

Stock.estate reserves the right, at its sole discretion, to make changes to these Terms and Conditions, to modify or replace any part of this Agreement, as defined above. Such changes shall be binding on users of the Platform and shall take effect immediately upon posting. It is Your responsibility to check this Agreement periodically for changes. You hereby agree to observe any changes, variations or modifications to our Terms and Conditions and Your continued use of or access to the Platform following the posting of any changes to this Agreement constitutes acceptance of those changes. If You do not agree to the changes, You must stop the use of the Platform and related services.

We may modify, suspend or discontinue, temporarily all or any part of our services with or without notice, as per Our decision. We reserve the right, at any time and for any reason, to discontinue, redesign, modify, enhance, change, patch the software and/or the services, including without limitation, the structure, specifications, 'look and feel', navigation, features and other elements of the software and/or the services or any part thereof. You agree that We will not be liable to You or to any third party (for whom You may be acting) for any modification, suspension or discontinuance of all or any part of our services or Platform.

If there is a conflict between two versions of the Terms and Conditions that You have agreed or been deemed to have agreed to, the latest version shall prevail, unless expressly provided otherwise.

Our Relationship with You

Stock.estate Membership. Upon execution of these Terms and Conditions, You will become a Stock.estate Member, and You will remain a Stock.estate Member until and unless Your membership is terminated or suspended. Our obligations to You as a Stock.estate member are as set forth in these Terms and Conditions and other Platform Documents.

No Advice. We do not provide advice or recommendations with respect to any aspect of investments and transactions facilitated through the Platform, other than advice on the technical use of the Platform. In this respect, We cannot provide You with any investment, legal, taxation or other advice in connection with Your membership or any investments You make through the Platform, and nothing on the Platform or in any communications (including the marketing communications) which We are sending to You is intended to represent investment advice or a recommendation. In case You need or want any advice, You should consult an appropriate professional financial, legal, taxation or another advisor.

The content and materials available on the Platform and from the communications are for informational purposes only and are not intended to address Your particular requirements.

The content and materials available on the Platform do not constitute any form of investment advice or recommendation by Us, should not be regarded as an offer, solicitation, invitation or recommendation to invest or to sell any receivables from the loans granted or any other financial or investment services and is not intended to be relied upon by You in making any specific investment or other decisions.

Any data, analyses, or other information contained on the Platform do not constitute investment advice. We shall not be responsible for any loss arising from any investment based on any information or data provided in the Platform.

Location of activities and governing law. In executing these Terms and Conditions, You acknowledge and agree that all activities conducted by Us with You are taking place in Romania, regardless of where You may be physically located at the time You use the Platform or otherwise engage with Us. In this respect, You agree that our activities are subject to the laws of Romania, and therefore that any claim You may seek from us must be sought under Romanian law.

The Platform

Communications. You acknowledge and agree that Your interactions and communications with Us will take place almost entirely through the Platform. There are certain exceptions where We may interact and communicate with You via direct email, telephone, or in-person, but You should expect that You will be able to communicate with Us via the Platform.

Access and use of the Platform. Access to the Platform is performed using authentication credentials. The authentication credentials may be a username and password pair, set up by you, or an authentication token provided by an external platform on which You have an account. Your Stock.estate membership is personal to You and is not transferable.

You acknowledge and agree that, when the correct authentication credentials are used, We will assume that You are the person conducting activity on the Platform and not any other person.

Please note that You may have one or more authentication credentials and We may or may not ask You for additional authentication credentials to allow You to perform specific actions on the Platform.

You must not allow any other person or device to access Your authentication credentials (including, but not limited to, sharing or accidentally or whatsoever disclosing Your authentication credentials).

In case You share or disclose Your authentication credentials, You will be fully responsible for all actions on the Platform by the person or device to whom You permitted to access/ disclosed the authentication credentials and by any other person or device to whom that person or device permitted to access, and We will not be liable to You for any losses, damages or costs arising from You permitting access/ disclosing to Your authentication credentials. You should note that We may terminate or suspend Your access to the Platform if You cease to be eligible to use the Platform or fail to observe any of Your obligations provided by the Platform Documents.

As a condition to accessing or using the Platform, You: a) will only use the Platform for lawful purposes and in accordance with the Agreement, as defined above; b) will ensure that all information that You provide on the Platform for Your account is current and accurate; c) will maintain the security and confidentiality of access to Your account, to Your authentication credentials on the Platform; d) shall comply with all applicable national legal provisions and regulations applicable to Your use of the Platform; e) shall not breach any applicable legislation, including, without limitation, any relevant and applicable privacy and data collection laws, in each case as may be amended; f) shall not use the Platform for any purpose that is or may be deemed unlawful; g) shall not export, re-export, or transfer, directly or indirectly, any technology related to the Platform; h) shall not use the Platform in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Platform, or that could damage, disable, overburden, or impair the functioning of the Platform in any manner; k) shall not attempt to circumvent any content-filtering techniques or security measures that We employ on our Platform, or attempt to access any area of the Platform that You are not authorized to access; l) shall not use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Platform to extract data; m) introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Platform.

Breach of Security.  Your authentication credentials represent the methodsused by Us to identify You and so You must keep them secure at all times. You must notify Us immediately if You learn or suspect that the security of Your username or password, or of the account or accounts You use to sign in to the Platform, may have been breached. If We receive such a notification from You or determine ourselves that the security of Your authentication credentials may have been breached, please note that You will not be able to access the Platform until measures have been taken to verify Your identity.

Information provided for Your profile.  You acknowledge and accept that the information You provide in Your profile will be used to identify You for purposes of communicating with you, fulfill any reporting obligations that We may have to any regulatory or governmental authorities, and conduct any AML, KYC or other verification We or any third party makes on You. If You exercise Your option to make Your profile “public” for certain purposes, it will also be the basis on which other Stock.estate Members will identify you. You must complete the profile truthfully, without any misleading information, and You must keep the information in Your profile up to date.

Content posted on the Platform. You are solely responsible for any content You post on the Platform, including Your profile, information about a real estate project for which You are seeking capital (including the information from Key Investment Information Sheet-KIIS), information posted in connection with a post-investment process, and any other information You post.

You shall not post, transmit or share information on the Platform that You do not own or have permission to display, publish or post. You agree to indemnify and hold harmless each other Stock.estate member and Us from and against any loss, damages or costs (including sanctions) arising from or in connection with any content You post on the Platform.

Interactions with Other Stock.estate members.  Please note that You are solely responsible for Your interactions with other Stock.estate members. We reserve the right to remove any communications that You post that We consider to be abusive, trolling, spam, or otherwise inappropriate.

By making postings or comments available in the bulletin or in any other area of the Platform, as the case may be, You represent and warrant that: a. All content You post/ make available belongs to You or You have a right to post that information and that You do not violate the privacy rights, publicity rights, copyright, contract rights or any other rights of any individual or make derogatory remarks regarding, defame or otherwise criticize any person or entity. You shall be liable for any damage resulting from any infringement or other violation of the copyright, trademarks or other proprietary rights of any individual or entity, and for any other harm or losses resulting from any content that You post; b. You will not post any personal or security information about yourself or about anyone else and You must not try to obtain the personal or security information of someone else; c. You will not provide investment advice, portfolio management services or any other type of service which requires You to be authorized by a regulatory authority; d. You will not post that the Platform endorses or warrant Your content; e. You will not advertise or promote business or service, or any type of commercial content other than the investment projects; f. You will not post anything which is abusive, inciteful, defamatory, harassing, insulting, sexually explicit, offensive, racist, rude, hateful, threatening, violent, or illegal; g. You will not post content containing unsolicited promotions, commercial messages or any chain messages or any content designed to deceive or trick the users of the Platform; h. You will not encourage or induce any third party to engage in any of the activities prohibited under these Terms and Conditions.

Intellectual Property

Stock.estate is the owner of the Platform.

The Platform may include at any given time text, graphics, logos, icons, images, sound clips, video clips and data compilations, and together with the Platform's pages layout, underlying code and software. All rights in text, graphics, logos, icons, images, sound clips, video clips, data compilations, designs, software code, characters, layouts, buttons, color scheme and any other intellectual property rights ("IP") are the property of Stock.estate, our affiliates or third parties with whom We do business, and this means that they are protected by the Law no. 8/1996 on copyright and neighboring rights and other relevant legal provisions.

You may not, without Our prior written consent: a) reproduce, modify, copy, display, distribute, store or in any other fashion re-use material from the Platform, unless otherwise indicated on the Platform, or commercially exploit any IP or materials (including text, video, audio or user interface design); b) carry out data mining or scraping the Platform; c) remove any proprietary notices from any IP; d) attempt to disable, bypass, modify, defeat, or otherwise circumvent any protection system applied to or used on the Platform.

The use of the Platform does not grant You any rights other than those granted to You under these Terms and Conditions. Nothing contained on our Platform or any communications to You shall be construed as granting, by implication or otherwise, any license or right to use any IP without Our prior written consent.

If You create a hyperlink to Our Platform, the hyperlink and context in which it is used may not, without Our prior written consent, suggest an endorsement, sponsorship or affiliation with Stock.estate, its affiliates, and may not make use of any of Our IP other than that contained within the text of the hyperlink.

You will not make use of the URL of the Platform on another website or digital platform without Our prior written consent.

You agree not to monitor, use or copy our webpage without Our prior consent. Any unauthorized use or reproduction may be prosecuted.

Links or references to other websites

The Platform may contain links or references to other websites. Unless We expressly say otherwise, You should assume that these other websites are not under the control of Stock.estate or our affiliates. Any such hyperlinks or references are provided for Your information and convenience only. We have no control over third-party websites and We have no legal responsibility for any content, material or information contained in them.

Additionally, even if We include a link to another website on the Platform, excepting the providers mentioned above, that does not mean that We endorse that other website, the products or the services of such other website or in any way recommend that You should use it. Your use of a third-party website may be governed by the terms and conditions of that third-party website.

Disclaimers

With the exception of the specific promises, We make in other Platform Documents to which You are a party, You acknowledge that:

We do not guarantee that the Platform will be secure or free from bugs or viruses. You are responsible for configuring Your information technology, computer programs in order to access the Platform. You should use Your own virus protection software.

The content and materials available on the Platform are for informational purposes only and are not intended to address Your particular requirements, thus We make no warranty or representation (express or implied) that the Platform will meet Your requirements.

No warranty or representation (express or implied) is granted by Us that the Platform will be of satisfactory quality, that it will be fit for a particular purpose, that it will be compatible with all systems. In this respect, We make no guarantee of any specific results from the use of the Platform.

No part of this Platform is intended to constitute consultancy service, and the content of this Platform should not be relied upon when making any decisions or taking any action of any kind by You.

The Platform is provided on a “as is” and "as available" basis. We hereby disclaim all warranties of any kind, express or implied, including, without limitation fitness for a particular purpose and non-infringement. We are not making any warranty that the Platform will be error-free or that access thereto will be continuous or uninterrupted (from time to time, access may be interrupted, suspended or restricted, as indicated below or due to the fact that We are carrying out planned maintenance). You understand that You download from, or otherwise obtain content or services through, the Platform on Your own risk.

We do not promise or guarantee that: a. the Platform is free of viruses or errors, its content is accurate totally, that its functioning will be uninterrupted, or that defects will be corrected imediatelly; b. the services will be available at all times; c. access to our Platform, any part of the services, our Terms and other information provided by Us on the Platform will be continuous, uninterrupted, timely, or error-free.

We have the right to limit, on our sole discretion, the availability of the Platform to any person, geographic area or jurisdiction and/or to prohibit Your access to and use of the Platform, at any time.

In this respect, We may suspend or disable Your access to the Platform if We deem it reasonable to do so, including but not limited to the case that You breach these Terms.

We may remove or amend the content of the Platform at any time.

The access to the Platform may be interrupted, suspended or restricted, in certain cases, including but not limited to: a breach of these Terms by You, an error, unforeseen circumstances, planned maintenance, a fortuituous case or a force majeure case.

We shall not be liable for any disruption or non-availability of the Platform resulting from external causes including, but not limited to, equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war, or legal restrictions and censorship.

The content and materials available on the Platform do not constitute any form of investment advice or recommendation by Us and is not intended to be relied upon by You in making any specific investment or other decisions. We shall not be responsible for any loss arising from any investment based on any information provided in the Platform.

We shall not be liable for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential or special damages arising from Your use of the Platform or any information contained in it. You are using the Platform and its content at Your own risk.

Fees

We Charge Fees in relation to developers who wish to obtain financing for their projects from the investors through the Platform. The fees charged by us in relation to the investments are mentioned in the relevant License and Services Agreement and Loan Agreement.

Provisions Applicable Solely to Investors

Legal Structure of Investment

If You become an Investor on the Platform, You will have the opportunity to invest in the investments available on the Platform.

The investment is realized by the investor (lender) granting a loan in favor of the project developer (borrower) in the amount indicated on the Platform, and later the investor will be reimbursed by the project developer for the borrowed amount and interest calculated based on the interest rate mentioned in the Loan Agreement, according to the principal repayment and interest payment schedule, published on the Platform on the date of payment of the borrowed amount (hereinafter referred to as the "Repayment Schedule"), thus the Repayment Schedule including the terms and the due amounts.

The project developer will pay the investor an interest at the interest rate mentioned in the Loan Agreement, which will be calculated on the remaining balance of the principal amount borrowed, for each day starting with the date mentioned in the Loan Agreement, until the last day of the loan period (exclusively ). Interest will be calculated based on a 30-day month and a 360-day year.

For the avoidance of doubt, the role of Stock.estate is only to facilitate the conclusion of the Loan Agreement between the investor and the project developer, without Stock.estate acting as a lender to the project developer at any time.

Investment Process

Fundraising Campaign After logging into the Platform You will be able to see the real estate projects available for investment. You will see detailed information about each real estate project, which represents the "Key Investment Information Sheet" or "KIIS". All information displayed on the Platform in connection with the Fundraising campaign is provided by the Developer.

No Recommendation. The fact that a Fundraising campaign is published on the Platform does not mean that We are recommending that You make any investment in the real estate project related to the Fundraising campaign, that We believe that such project is likely to be successful or that We assume any responsibility or We will be liable to You in any way if such business/ project is not successful. The investment decision with respect to any investment through the Platform is yours and yours alone and You assume all related risks.

Confidentiality of Fundraising Campaign. The presentation on the Platform of the Fundraising campaigns is made only in order for You to have access to information and subsequently to adopt Your investment decisions and not for any other purpose. Please note that You may not use the information from the Platform in any way to compete with or otherwise impede the success of the relevant project, and if You do so We may bring an action against You for any damage You have caused to our reputation, to our business or otherwise.

Selecting Investments and Execution Commitment. After analyzing a Fundraising campaign, You may decide to make an investment in the real estate project by clicking on the appropriate button, and You will be asked to indicate how much You would like to invest.

The Investor expresses his interest in participating in the Fundraising at the time of placing the investment order, the participation being realized by granting a loan to the borrower in the amount indicated on the Platform ("Borrowed Amount").

The Borrowed Amount will be transferred by the Investor to the project developer, only after the Platform will inform the investor that he can make the investment, the investor using the services of a payment service provider (an electronic money issuing institution or payment institution, entitled to provide payment services on the territory of Romania, whose identity will be communicated to investors within the Platform by Stock.estate). For the avoidance of doubt, Stock.estate will not take possession of the funds transferred by the investor to the project developer.

Please note that You (as an Investor) have at Your disposal a reflection period of four (4) calendar days and during such reflection period You are able to revoke Your expression of interest to participate in the Fundraising campaign without any penalty and with no obligation to provide a justification. The request to revoke the offer must be sent to the email address team@stock.estate.

In case the Fundraising campaign does not reach the established target by the end of the campaign (irrespective of the reason), the amount transferred by the Investor will be returned to the Investor. We have no control on the reach of the target established and We assume no liability for not reaching out the target established.

Completion of the Investment. For any real estate project seeking capital through the Platform, the relevant Loan Agreement shall establish the process and circumstances under which the Fundraising shall be completed or not, as well as the consequences of such completion or non-completion.

Investment Risk Warnings

The Investor acknowledges that it fully understands and assumes the risks associated with the investment in crowdfunding projects, some of which are summarized below in a non-exhaustive manner.

Investment in crowdfunding projects entails risks, including the risk of partial or entire loss of the money invested.

The Investor’s investment is not covered by the deposit guarantee established in accordance with Directive 2014/49/EU of the European Parliament and of the Council on deposit guarantee schemes or the related provisions of Romanian law.

The Investor’s investment is not covered by the investor compensation schemes established in accordance with Directive 97/9/EC of the European Parliament and of the Council on investor-compensation schemes or the related provisions of Romanian law.

An investment in a crowdfunding project includes the risk of losing all the invested capital.

There is a risk that the Investor will not receive any repayment of his investment (he will not receive all or part of the interest from the loan contract from the Project Developer, or even that the loan granted to the Project Developer will not be repaid at all).

Participation in Fundraising is not a saving product and Stock.estate advises the Investor not to invest more than 10% of his or her net income in crowdfunding projects.

The Investor may not be able to sell the investment instruments when he wishes. Even if the Investor is able to sell them, he may still be subject to losses. In this regard, the Investor may not be able to sell/transfer the receivables from the loan contracts when he wishes. And even if he can assign/transfer them, the Investor may still be subject to losses because he may not be able to assign them at a price equal to the entire value of the loans.

Taking into consideration the nature of the commercial companies, please note that there may be limited information - financial, operating or otherwise - regarding the Project Developer. There is a risk that: (i) there are facts or circumstances pertaining to the Project Developer that the Investor is not aware of, and (ii) publicly available information and information on the Platform concerning the Project Developer may prove to be inaccurate and, as a result, the Investor may suffer a partial or complete loss of the investment.

Stock.estate does not independently verify information about the Project Developer, except for legal checks, and does not approve any investment initiation. Stock. estate does not recommend direct or indirect investments. Although Stock.estate evaluates the potential of real estate projects and the potential of project developers to determine which real estate projects will be available as potential investments for the Platform members, this evaluation does not constitute an approval or recommendation that the Investor should invest in a particular real estate project and does not establish an advisory relationship between Stock.estate and the Investor. Stock.estate shall not be liable for the past, present or future performance or non-performance of the Project Developer. In particular, Stock.estate is not responsible for the information in the Project Developer's KIIS.

The Investor should consult his/ her own legal, tax, investment and financial advisers regarding the suitability, desirability, and appropriateness of participating in the Fundraising. Stock.estate does not advise the Investor on the merits of his/ her investment or provide any other advisory services to the Investor. Investments in real estate projects involve significant risks and are suitable only for investors who are able to assess and bear these risks, who have a limited need for liquidity in their investments and who can afford the complete loss of the investment. Investments in real estate projects have a high risk of failure. In return for its investment, the Investor may ultimately receive cash, in the foreclosure proceeding or bankruptcy of the Project Developer, or may receive nothing.

Stock.estate does not guarantee the future performance or financial results of the Project Developer. Therefore, the Investor must bear the economic risk of the investment.

The Investor will receive every other time when it will be the necessary only information about the real estate project (such information may include the progress of the works, if the real estate project has not yet been handed over yet, financial reports, the most important actions taken, communication with the Project Developer, the non-repayment rates of the loans, if the case). The Investor will not receive ongoing information about the value or appraisal of the real estate asset, and the Investor understands and agrees that any such appraisal information would, in any event, be of limited reliability and use.

The Investor will not have the ownership right over the real estate asset, but he will have a right of claim /receivable against the Project Developer arising from the loan granted to the Project Developer. Therefore, the Investor will not be able to sell the real estate asset/s related to the real estate project. The Fundraising, the information from the Project Developer's KIIS or any other documents related to the Investor's participation in Fundraising has not been verified or approved by Romanian or European authorities. The Investor's education and knowledge have not necessarily been assessed before the Investor is granted access to Fundraising. By making this investment, regardless of the knowledge tests for entry access or the simulation of the ability to bear losses that may be available on the Platform, the Investor assumes a high risk in making the investment, including the risk of partial or total loss of invested money.

Post-Investment Process (Investors)

Information and Rights. Once a Loan Agreement is concluded, the investment will be listed in the "Portfolio" section of the Platform, and You will be able to see information about other investments that have been committed to that specific project through the Platform. If the investment is completed it will continue to be listed in the "Portfolio" section, and through that section, You will be able to access information and exercise certain other rights, all as stipulated in the Loan Agreement.

Transfers. The Investor may transfer the ownership over the receivables originating from the loan agreements by a receivables assignment agreement ( deed under private signature) between the investor and a third party. Please note that currently there is no secondary market for loans but such a solution is taken into consideration for the future. Although We allow the Investors to interact directly with each other to advertise interest to buy and sell their receivables originating from loans,to the extent that in the future there will exist a bulletin board, it shall not bring together buying and selling interest by means of Stock.estate’s protocols or internal operating procedures in a way that will result in a contract. The bulletin board will not represent an internal matching system which will execute client orders on a multilateral basis. For avoidance of any doubt, Stock.estate will not operate a trading system and such buying and selling activity will be at the discretion and responsibility of the Investors.

Taxation. Your investments may be subject to tax. Please note that the tax treatment depends on individual circumstances and is subject to change in the future. For example, You may be liable to pay taxes on any gains You receive from Your investments. Payment of taxes is entirely Your responsibility and, excepting the case when it is required by Romanian law, please note that We will not deduct or withhold any taxes for You or provide You with any statements or information with respect to Your tax position or liability. If You have any questions with respect to tax matters, You should consult a professional advisor.

Provisions Applicable Solely to Developers

Eligibility. Only We have the right to determine whether a business is eligible to use our Platform, as a Stock.estate Member or not. We may determine that a business may not use our Platform as a Stock.estate Member for any reason or no reason. We are not required to communicate the reason for any such decision to You.

Fundraising Campaign Process

Creating a Fundraising Campaign. In order to seek capital for a real estate project using the Platform, You must fill out the form set forth in the relevant section of the Platform. The Fundraising campaign will stay active for a specified period of time, as established in the License and Services Agreement.

Developer. When You (as a Developer) create a Fundraising campaign for a real estate project, You will be the main contact person with respect to the Fundraising campaign, You will be the signatory to the License and Services Agreement, and You will be required to disclose certain information about yourself and Your business/ project as part of the Fundraising campaign process.

License and Services Agreement. Once You have completed the journey described by the Platform-tools, You will need to execute a License and Services Agreement, which establishes the Developer’s obligations with respect to the Fundraising campaign, including with respect to the drafting of the KIIS.

Investment Process. Once the Fundraising campaign has been started, Investors will be able to analyze and review the KIIS and make investments. Your and our rights and obligations with respect to the investment process will be as established in the relevant License and Services Agreement.

Provisions Applicable to All Stock.estate Members

Termination

Stock.estate may terminate any or all Platform Documents You are a party to and Your access to the Platform by simple notice to Your email address with an immediate effect, without any other judicial or extrajudicial formality, if You commit a breach of the Platform Documents or You have acted in a manner which shows or may be considered by Us that You do not intend to, or are unable to comply with the provisions of any of the Platform Documents.

Furthermore, Stock.estate may terminate any or all of the Platform Documents and Your access to the Platform and cease to provide the Platform services by simple notice to Your email address with an immediate effect, without any other judicial or extrajudicial formality, ifrequired by law or an authority’s decision due to which Stock.estate ceases to provide the crowdfunding services.

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, disclaimers, indemnity and limitations of Our liability.

Communications and Information

Any notice from You to Us in respect of these Terms and Conditions, Your Stock.estate Membership or Your activities on the Platform shall be given by email to team@stock.estate, except where these Terms and Conditions or another Platform Document that You execute sets forth alternate means by which You must give us notice.

Stock.estate may provide the Stock.estate Member with notices, by email, regular mail or postings on the Platform.

Information on the Platform. In addition to the information set forth in each Fundraising campaign, the Platform may contain information about investing in or operating businesses or other matters that We believe may be relevant or of interest to you. We refer to this as "additional information". Please note that none of the additional information, including information about historical returns, can be relied on as a guarantee or indication of any particular result, and the additional information does not constitute any form of advice/consultancy, recommendation or endorsement by Us.

We cannot assure You and We assume no responsibility that any additional information is complete, accurate, up-to-date or error-free, and We will not be liable to You for any loss, damages or costs if it is not. To the extent that any additional information constitutes links to other websites or third-party contact details, We take no responsibility for the availability or accuracy of such websites or contact details or the acts of such third parties.

Communications About Platform Activity. From time to time We may send You emails with information about activity on the Platform, including new Fundraising campaigns and the progress of existing ones. Any emails We send You about activity on the Platform do not constitute any advice or a recommendation to invest. From time to time We may also send You emails with respect to Your membership, Fundraising campaigns or investments, our activities, these Terms and Conditions or other matters that We reasonably believe are relevant to You. We will do our best to ensure that these emails are relatively infrequent, but We may send You such emails at our discretion.

Requests and Complaints

You can contact Us:

a) if you have additional requests that You would like to address to Us;

b) if You are not satisfied with Our services and wish to make a complaint, so that We can analyze the situation and offer a solution to the problem raised by any user of the Platform; or

c) if you consider that your rights or legitimate interests have been breached.

A complaint can be submitted within 3 (three) months at most from the date on which you discovered/identified a potential breach of your rights or legitimate interests.

You can file a complaint by: – e-mail: office@stock.estate; or

• by registered letter with confirmation of receipt sent to the address: Blvd. Lacul Tei, no. 1-3, room P13, ground floor, District 2, Bucharest.

You will need to submit your complaint using the form on the Website or even via email. You have a standard complaint form available on the Website.

If the complaint is made by the legal representative of a legal entity, it must be accompanied by a document confirming the power of representation.

The complaint will be investigated by Us and the response will be sent within 15 working days of receiving the complaint. If We are unable to provide a response within the above-mentioned deadline, We will send the respective user an intermediate response, and the final response will be sent no later than 35 working days from the date of receipt of the complaint.

If a person is dissatisfied with the response received to their complaint or has received absolutely no response from Us, that person can address the Financial Supervisory Authority (ASF) or the competent courts at Our headquarters.

If the investor believes that another party to the fundraising campaign (e.g. project developer, collateral agent) has breached his legitimate rights or interests, he should first contact Us with a complaint about such breach.

You may file a complaint regarding disputes between fundraising campaign’ parties to the extent that they are directly related to Our activities and services provided to fundraising campaign’s parties. This procedure does not apply to other claims, actions, requests to enforce contractual obligations or clarifications, etc. which are sent to each other by the parties to the fundraising campaign.

A complaint against another party of the fundraising campaign can be filed within 1 (one) month from the date on which the complainant discovered a potential breach of his rights or legitimate interests.

Users of the Platform can submit a complaint by: – Email: office@stock.estate; or – By registered letter with confirmation of receipt sent to the address: Blvd. Lacul Tei, no. 1-3, room P13, ground floor, District 2, Bucharest.

The submitted complaint will be processed by Us within 40 calendar days from the date of submission. If We will be unable to provide a response within the above deadline, then We will provide an interim response, and the final response will be sent no later than 60 days from the date of the complaint.

Conflicts of Interest

We do our best to ensure that Our interests do not conflict with yours. Nevertheless, as a Platform provider, We are not Your representative or agent.

Liability

Your Liability to Us. You shall be liable to Us for any loss or damage suffered by Us as a result of any breach of these Terms and Conditions or any other agreement that You enter into with us, or of any use of the Platform that is fraudulent or represents willful misconduct.

Our Liability to You.

We shall not be liable in connection with any error or inaccuracy in the data entered by You or another Stock.estate member or any misrepresentation or willful misconduct or any other act of another Stock.estate member.

We shall not be liable to You for any direct or indirect, consequential, loss, damage, cost or expense (including legal costs), losses or damages, loss of profit, loss of business, lost or wasted management time or time of other employees, loss of reputation, depletion of goodwill or loss, damage or corruption of data.

Stock.estate is not responsible for the consequences of the non-fulfillment of any Stock.estate member's obligations under this Agreement nor for any Stock.estate member 's conduct or for any other effects of any nature that may derive from any Stock.estate member’s investment.

Survival

When any or all Platform Documents are terminated, irrespective of the reason thereof, all of the legal rights, obligations and liabilities that have accrued over time whilst the Platform Documents have been in force or which are expressed to continue indefinitely, shall be unaffected by this cessation, unless otherwise provided in the Platform Documents.

Force Majeure

A party shall not be in breach of these Terms and Conditions if there is, and shall not be liable or have the responsibility of any kind for any loss or damage incurred as a result of, any total or partial failure, interruption or delay in performance of such party's duties and obligations occasioned by any act of God, fire, the act of government, state, governmental or supranational body or regulatory authority or war, civil commotion, terrorism, failure of any computer dealing system, interruptions of power supplies, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond such party's control.

Assignment

The Stock.estate member may not assign its rights and/or obligations under these Terms and Conditions without Stock.estate's prior written consent.

Stock.estate may assign its rights and/or obligations under these Terms and Conditions without the prior consent of the Stock.estate member to a provider of similar services.

No Partnership or Agency

These Terms and Conditions shall not be construed so as to create a partnership or joint venture between You and Us.

No Waiver

In the event that either You or We fail to exercise any right or remedy contained in these Terms and Conditions, that does not mean You or We (as applicable) have waived that right or remedy.

Severability

If any provision of these Terms and Conditions shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions thereof shall not in any way be affected or impaired thereby.

Governing Law and Disputes

These Terms and Conditions and the relationship between You and Stock.estate created by it shall be governed by and construed in accordance with the laws of Romania.

Any dispute in connection with these Terms and Conditions shall be submitted to the exclusive jurisdiction of the competent courts from Stock.estate’s headquarters.