Terms of Service

1. Who We Are

These Terms of Service ("Terms") are a legally binding agreement between you and Thamra SPC ("Thamra," "we," "us"), an exempted company limited by shares, registered as a segregated portfolio company under the Companies Act (As Revised) of the Cayman Islands, with registration number 440184.

Our registered office is c/o Avroe Management Ltd., George Town Financial Center, Suite 306, 90 Fort Street, PO Box 10061, George Town, Grand Cayman, KY1-1001, Cayman Islands.

2. Nature of Our Service

2.1 Not a regulated platform. Thamra is not licensed, registered or supervised as a crowdfunding platform, broker, investment adviser or fund manager by the Capital Markets Authority of Kuwait ("CMA"), the Cayman Islands Monetary Authority, the Dubai Financial Services Authority or any other regulator. You will not benefit from the protections that apply to clients of regulated firms, including investor compensation schemes or regulatory complaint procedures.

2.2 Invitation only. Access to Thamra is available only to persons who receive a personal invitation or referral from an existing user or from Thamra. Thamra does not advertise, market or actively solicit investors in any jurisdiction.

2.3 Your own initiative. By creating an Account, you confirm that you approached Thamra on your own initiative, that you were not solicited by Thamra, and that you choose each Investment yourself.

2.4 No advice. Thamra presents information about third party investment products. Thamra does not provide investment, legal, tax or financial advice, does not recommend any Investment, and does not assess whether any Investment is suitable for you.

2.5 Future licensing. Thamra may in future seek licences in one or more jurisdictions. If this happens, we may amend these Terms, change how the Platform operates, or ask you to accept new terms.

2.6 Scope. These Terms govern your use of the Thamra mobile application, website and all related services (the "Platform"). By creating an Account, you also accept our Privacy Policy and Risk Disclosure Statement.

3. Definitions

"Account" means your registered user account on Thamra. "Business Day" means a day on which banks are open for general business in Kuwait and the Cayman Islands, excluding weekends and public holidays. "Distribution" means any payment made to you from income, interest, fund distributions, redemption proceeds or sale proceeds attributable to your Investment. "Exit Window" means a predefined period during which you may request to exit an Investment, as specified in the Offer documentation. "Holding Period" means the minimum time you must hold an Investment before you may request an exit, as stated in the Offer documentation. "Identity Document" means a valid passport or national identity card accepted by our identity verification provider, together with proof of residential address. "Investment" means your participating interest in a Segregated Portfolio that holds, directly or indirectly, an Underlying Product. "NAV" means net asset value, the current estimated value of an Investment. "Offer" means an investment opportunity made available to invited users on Thamra. "Product Manager" means the third party that manages or issues an Underlying Product, including fund managers and sponsors of real estate vehicles. "Segregated Portfolio" means a segregated portfolio of Thamra SPC established under Cayman Islands law, whose assets and liabilities are legally separate from those of Thamra SPC's other segregated portfolios and general assets. "SPV" means a special purpose vehicle, being a legal entity created to hold an asset. "Trustee" means the security trustee appointed by Thamra SPC and named in the Offer documentation, holding a security interest over the assets of the Segregated Portfolios for the benefit of investors. "Underlying Product" means the third party investment product to which a Segregated Portfolio provides exposure, such as a private credit fund or a real estate SPV. "USD" means United States dollars. "Wallet" means your Thamra account balance available for investment or withdrawal.

4. Eligibility

4.1 Who may use Thamra. To use Thamra, you must:

• have received a valid invitation or referral;
• be at least 21 years old;
• have the legal capacity to enter into binding contracts in your country of residence;
• meet the investor criteria in Section 4.3;
• not be a US Person, as defined in Regulation S under the US Securities Act of 1933, and not be resident in any jurisdiction subject to comprehensive international sanctions or identified by the Financial Action Task Force as high risk; and
• not be subject to any sanctions or restrictions that would prohibit your participation.

4.2 Local law is your responsibility. You confirm that you are permitted under the laws of your country of residence and nationality to access the Platform and to make each Investment. Thamra does not verify the rules of every jurisdiction and accepts no responsibility if your local law restricts your participation.

4.3 Investor status. When registering, you must confirm that you have sufficient knowledge and experience to understand the risks of the Investments, and that you can bear the loss of the full amount you invest. We may ask for supporting information at any time.

4.4 One Account. You may hold only one Account. Before you can invest, you must:

• complete identity verification (KYC) with your Identity Document through our verification provider;
• complete a tax residency self certification under FATCA and CRS (Section 12); and
• link a bank account held in your own name.

4.5 Our discretion. We may decline any invitation, registration or Investment request without giving a reason.

5. What Thamra Offers

5.1 Products. Through Thamra, invited users can gain exposure to third party income products, which may include:

• Private credit funds managed by established international asset managers. Returns depend on the performance of the fund and its underlying loans.
• Real estate investments structured through SPVs incorporated in Jersey, including vehicles sponsored by Arzan Wealth. Returns come from rental income and any gain on sale.
• Other income products, as described in the relevant Offer documentation.

The Product Manager of each Underlying Product is named in the Offer documentation. Thamra does not manage the Underlying Products and is not affiliated with any Product Manager unless the Offer documentation says so.

5.2 Segregated Portfolios. Each Offer is held through a separate Segregated Portfolio of Thamra SPC. Under Cayman Islands law, the assets of a Segregated Portfolio are available only to meet the liabilities of that Segregated Portfolio. They cannot be used to meet liabilities of any other Segregated Portfolio or of Thamra SPC's general assets. Your claim relates only to the Segregated Portfolio in which you invested.

5.3 Security trustee. The Trustee holds a security interest over the assets of the Segregated Portfolios for the benefit of investors, as described in the Offer documentation.

5.4 What Thamra does not do. Thamra does not provide investment advice, guarantee any returns, protect your capital, provide tax or legal advice, or offer secondary market trading (planned for a future release).

6. How Investing Works

6.1 Making an Investment. You review the Offer documentation and risk factors, enter the amount you wish to invest (minimum USD 100), acknowledge the risks and confirm. Investments are binding once confirmed and cannot be cancelled.

6.2 Currency. Investments are denominated in USD. If you fund your Wallet in another currency, the conversion is made at the rate applied by our payment provider at the time, and you bear the conversion cost and currency risk.

6.3 Funding your Wallet. You fund your Wallet via card payment or bank transfer through our third party payment provider. All funds must come from a bank account or card in your own name.

6.4 Funding targets. If an Offer does not reach its funding target by its closing date, your funds are returned to your Wallet in full. If it does, your Investment is confirmed and a statement of your holding is issued within 5 Business Days.

7. Fees

7.1 Thamra fees.

7.2 Underlying Product fees. Each Underlying Product charges its own fees, such as management and performance fees of the Product Manager, and has its own operating costs, such as administration, legal, audit, property management and insurance. These are deducted at the level of the Underlying Product or the Segregated Portfolio before Distributions are calculated, and are disclosed in the Offer documentation.

7.3 Changes. We may change our fee schedule with 30 days' written notice. Fee changes do not apply retroactively to existing Investments.

8. Distributions

Distributions are paid according to the schedule in the Offer documentation, which follows the payment schedule of the Underlying Product. For example, a private credit fund may distribute quarterly, and a real estate SPV may distribute monthly or quarterly from rental income.

All Distributions depend on income actually received by the Segregated Portfolio, less fees and costs. No returns are guaranteed. Distributions may be lower than projected, delayed or zero. An annual statement of your Investments and Distributions is available by 31 January each year.

9. Withdrawals

You may withdraw available funds from your Wallet to your linked bank account at any time. Processing takes 2 to 5 Business Days, and longer for international transfers. Withdrawals are only permitted to bank accounts in your own name. Your bank or intermediary banks may charge their own fees.

10. Exiting Your Investment

10.1 Holding Period. No exit is permitted during the Holding Period stated in the Offer documentation.

10.2 Exit Windows. After the Holding Period, you may request an exit only during an Exit Window. Exit Windows follow the redemption or liquidity terms of the Underlying Product. Many private credit funds allow redemptions only quarterly and may limit the total amount redeemed in any period. Real estate investments may offer no exit until the property is sold.

10.3 Exit not guaranteed. An exit request depends on the Underlying Product accepting a redemption, or on a buyer being available. If your request cannot be met in full, the remainder may be carried to the next Exit Window. Distributions continue while your request is pending.

10.4 Suspension. Thamra or a Product Manager may modify, suspend or cancel Exit Windows in exceptional circumstances, including market disruption, a regulatory requirement, a suspension or gating of redemptions by the Underlying Product, or material events affecting the underlying assets. We will notify you of the reason and the next expected Exit Window date.

10.5 Sale or maturity. When an Underlying Product is sold, wound up or matures, the proceeds received by the Segregated Portfolio are distributed proportionally to its investors, after fees and costs.

10.6 Secondary market. We plan to offer a secondary market where users can trade Investments with each other. This feature is not currently available, and there is no guarantee that it will be implemented.

Important: You should be prepared to hold each Investment for the full expected holding period stated in the Offer documentation. Liquidity is limited and exit is not guaranteed at any time.

11. Risk Disclosures

Investing through Thamra involves significant risk. You may lose some or all of the money you invest. A full Risk Disclosure Statement is available in the app, and you should read it carefully before investing. Key risks include:

• Capital loss. The Underlying Product may lose value or fail.
• Illiquidity. Exit is limited to Exit Windows, may be gated or suspended, and is never guaranteed.
• Third party risk. Returns depend on Product Managers, borrowers, tenants and service providers that Thamra does not control.
• No regulatory protection. Thamra is not regulated, so no regulator supervises it and no compensation scheme covers your Investment.
• Regulatory change. Changes in law in your country or ours may restrict the Platform or require us to change or close it.
• Platform risk. Thamra is a new company, and its continued operation is not guaranteed.
• Currency risk. Investments are denominated in USD, and their value in your home currency may fall.
• Structural risk. The protection given by segregated portfolios and the security trust has not been tested in the courts of every jurisdiction where assets or investors may be located.

12. Tax Compliance

12.1 Self certification. Under the US Foreign Account Tax Compliance Act ("FATCA") and the OECD Common Reporting Standard ("CRS"), as implemented in the Cayman Islands, you must:

• complete a tax residency self certification during registration;
• notify Thamra of any change in your tax residency within 30 days and provide an updated certification within 90 days; and
• provide IRS Form W-8BEN or equivalent documentation where requested.

12.2 Reporting. Thamra SPC may be a Reporting Financial Institution under Cayman Islands law. If so, we report account information, including balances, investment income and proceeds, to the Cayman Islands Tax Information Authority, which may exchange it with the tax authorities of your country of residence.

12.3 Your taxes. You are responsible for declaring and paying any taxes on your Investments in your country of residence. Withholding taxes may apply at the level of the Underlying Product.

12.4 Restrictions. If you fail to provide or update your self certification, your Account may be restricted, and your information may still be reported as required by law.

13. Your Obligations

You agree to provide accurate and complete information, keep your Account information up to date, comply with all laws that apply to you, use the Platform only for lawful purposes, read all Offer documentation before investing, make investment decisions based on your own judgment, and pay all applicable taxes.

You must not provide false information, use another person's identity, invest the proceeds of crime, use the Platform for money laundering or terrorism financing, manipulate the Platform, access other users' accounts, reverse engineer the app, or circumvent security measures.

You must not publicly advertise Thamra or your invitation link, or share invitations with persons you know to be ineligible under Section 4. Invitations are personal and may be shared only with people you know.

If you breach these Terms, we may suspend or terminate your Account, freeze your Wallet and Investments, report suspicious activity to the authorities, and take legal action.

14. Intellectual Property

All content, trademarks, logos and technology on the Platform belong to Thamra or our licensors. You receive a limited, personal, nonexclusive and nontransferable licence to use the app for your own investment purposes only.

15. Limitation of Liability

We are not liable for losses arising from your investment decisions. All Investments are made at your own risk. We do not guarantee Platform availability and are not liable for losses from temporary downtime. We are not liable for acts or omissions of third parties, including Product Managers, borrowers, property managers, the Trustee, identity verification providers or payment processors.

To the maximum extent permitted by law, our total liability for any claims shall not exceed the fees you paid to Thamra in the 12 months before the claim. This limitation does not apply to fraud or to any liability that cannot be excluded by law.

16. Account Suspension and Termination

We may suspend your Account immediately if we suspect fraud, if required by law, if you breach these Terms, if your KYC is overdue, or if your FATCA or CRS self certification is incomplete.

You may request Account closure at any time through Settings or by contacting support@thamra.ai. On closure:

• your access is disabled immediately;
• non regulated data (preferences, analytics) is deleted within 30 days;
• identity documents, transaction records and KYC records are kept securely for at least 5 years after closure, as required by Cayman Islands anti money laundering law;
• active Investments continue until exit, and Distributions continue to your registered bank account; and
• your available Wallet balance is returned.

17. Disputes

These Terms are governed by the laws of the Cayman Islands. The courts of the Cayman Islands have exclusive jurisdiction.

Before starting formal proceedings, you agree to contact legal@thamra.ai and attempt to resolve the dispute informally for at least 30 days.

18. General Provisions

We may amend these Terms with 30 days' written notice by email and in app notification. Changes do not apply retroactively to existing Investments. If any provision is unenforceable, the remaining Terms continue in effect.

These Terms are provided in English and Arabic. In the event of conflict, the English version prevails.

These Terms, together with our Privacy Policy, Risk Disclosure Statement and any Offer documentation, form the entire agreement between you and Thamra.

19. Contact

Thamra SPC

Registration number: 440184 (Cayman Islands)

Registered office: c/o Avroe Management Ltd., George Town Financial Center, Suite 306, 90 Fort Street, PO Box 10061, George Town, Grand Cayman, KY1-1001, Cayman Islands

Support: support@thamra.ai · Info: legal@thamra.ai · Privacy: privacy@thamra.ai