Terms of Use

Oaksvale is a tokenization infrastructure platform that enables fractional ownership of real estate assets across Africa. The Platform allows verified Users to acquire ownership units in real estate properties, receive their share of rental income, participate in property-level governance, and trade ownership units through a peer-to-peer marketplace.

Each property made available through the Platform is held by a dedicated Special Purpose Vehicle (SPV), and ownership in that SPV is represented on-chain through Property Units. The legal rights, obligations, and entitlements associated with Property Units are governed by the constitutional documents of the relevant SPV and the property-specific terms of subscription.

Oaksvale is not a bank, broker-dealer, securities exchange, custodian, investment adviser, or financial institution. The Platform provides the technology infrastructure that enables tokenization, governance, and transfer of ownership units in real estate assets sourced and curated by Oaksvale.

In each jurisdiction where a tokenized property is located, Oaksvale establishes a dedicated property management subsidiary that acts as the operational manager of the assets in that jurisdiction. The local Oaksvale property management entity is responsible for executing the collective decisions of the Property DAO, overseeing day-to-day operations, maintenance, leasing, vendor management, and reporting, and ensuring the smooth running of the underlying property on behalf of the SPV and its unit holders.

By accessing or using the Platform, you represent and warrant that:

• You are at least eighteen (18) years of age, or the age of legal majority in your jurisdiction of residence, whichever is greater;
• You possess the legal capacity to enter into binding agreements under the laws applicable to you;
• You are not a citizen, resident, or located in any jurisdiction subject to comprehensive sanctions imposed by the United Nations, the United States, the European Union, the United Kingdom, or any other applicable sanctioning authority;
• You are not listed on any sanctions list, restricted persons list, or similar registry maintained by any government or regulatory authority;
• You will comply with all applicable laws and regulations in your jurisdiction of residence and any other jurisdictions in which your activity on the Platform may have effect;
• All information you provide to Oaksvale, including in connection with KYC verification, is accurate, current, and complete.

Oaksvale reserves the right to refuse, restrict, suspend, or terminate access to the Platform at any time, with or without notice, where eligibility requirements are not met or where continued access could result in legal, regulatory, or operational risk.

Access to the Platform is enabled through email-based authentication powered by Privy, our wallet infrastructure provider. Upon registration, you will be required to provide a valid email address and verify your identity through a one-time verification code. Upon successful verification, a User profile and a non-custodial blockchain wallet are automatically created for your use.

Non-Custodial Wallet. The wallet created for you is non-custodial. This means that you, and not Oaksvale, retain control over the wallet and the assets it holds. Oaksvale does not hold or have access to your wallet keys, recovery phrases, or login credentials, and is not able to recover them on your behalf in the event of loss.

Account Responsibility. You are solely responsible for:

• Maintaining the confidentiality and security of your email account, login credentials, and any device or browser used to access the Platform;
• All activity that occurs under your account, whether or not authorized by you;
• Promptly notifying Oaksvale of any unauthorized access, suspected breach, or compromise of your account.

Oaksvale is not liable for any loss or damage arising from unauthorized access to your account where such access results from your failure to safeguard your credentials or follow reasonable security practices.

Accuracy of Information. You agree to keep your registration and KYC information accurate and up to date and to update Oaksvale promptly of any material change in your circumstances that may affect your eligibility or compliance status.

Oaksvale is committed to operating in accordance with applicable Know Your Customer ("KYC") and Anti-Money Laundering ("AML") standards. Before participating in primary investments, secondary marketplace transactions, governance voting, or other restricted Platform features, you are required to complete identity verification.

KYC Requirements. The KYC process may require you to provide:

• Personal identifying information, including full legal name, date of birth, residential address, and contact details;
• Government-issued identification, including a valid international passport;
• A digital signature acknowledging your acceptance of the relevant agreements;
• Such additional information or documentation as Oaksvale or its compliance partners may reasonably require.

Ongoing Compliance. Oaksvale reserves the right to request updated KYC information, additional documentation, or source-of-funds verification at any time, including in connection with specific transactions, regulatory inquiries, or risk-based reviews.

Restrictions for Non-Verified Users. Users who have not completed KYC verification may browse the Platform but may not invest in Property DAOs, vote on governance proposals, list or purchase units on the marketplace, or perform other restricted actions.

Suspicious Activity. Oaksvale may, at its sole discretion and in compliance with applicable law, restrict, suspend, or terminate accounts where suspicious activity is detected, where compliance verification cannot be completed satisfactorily, or where required by regulatory authority.

You agree to use the Platform only for lawful purposes and in accordance with these Terms. You will not:

• Use the Platform in violation of any applicable law, regulation, or court order;
• Attempt to circumvent KYC, AML, sanctions screening, or other compliance controls;
• Submit falsified, forged, or misleading identity documents or information;
• Impersonate any person or entity or misrepresent your affiliation with any person or entity;
• Use the Platform to launder funds, finance terrorism, or facilitate any other illegal activity;
• Engage in market manipulation, wash trading, or any conduct that compromises the integrity of the marketplace;
• Attempt to access, interfere with, or disrupt parts of the Platform that you are not authorized to use;
• Introduce viruses, malicious code, exploits, or unauthorized automated tools (including bots or scrapers) to the Platform;
• Reverse engineer, decompile, or attempt to extract the source code of the Platform;
• Use the Platform to harass, defame, or harm any other User or third party;
• Sell, resell, or otherwise commercially exploit your access to the Platform.

Violation of these acceptable use provisions may result in immediate suspension or termination of your account and may give rise to civil or criminal liability.

All content, technology, branding, software, design, documentation, and materials associated with the Platform are the exclusive property of Oaksvale Ventures or its licensors and are protected by applicable intellectual property laws.

Limited License. Subject to your compliance with this Agreement, Oaksvale grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform solely for the purposes described in this Agreement.

Restrictions. You may not copy, modify, distribute, sell, lease, sublicense, reverse-engineer, create derivative works from, or otherwise commercially exploit any part of the Platform without Oaksvale's prior written consent.

Property Documentation. Property-specific content, including offering documentation, financial reports, and property descriptions, is provided to verified Users in connection with their participation in Property DAOs. This content may not be redistributed publicly without authorization.

Feedback. If you provide Oaksvale with any feedback, suggestions, or ideas concerning the Platform, you grant Oaksvale a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such feedback without compensation or attribution.

The Platform integrates with third-party services, including but not limited to wallet infrastructure (Privy), blockchain networks (Ethereum), and stablecoin issuers (Circle, the issuer of USDC). Your use of these third-party services is subject to the terms and conditions of those service providers.

Oaksvale is not responsible for the availability, performance, security, or content of third-party services and is not liable for any loss or damage arising from your use of them, except to the extent such liability cannot be excluded under applicable law.

The information provided on the Platform, including property descriptions, financial projections, market commentary, and educational content, is for informational purposes only. It does not constitute financial, investment, legal, or tax advice and should not be relied on as such.

Oaksvale does not make recommendations regarding the suitability of any specific investment for any particular User. Decisions to invest, hold, sell, or transfer Property Units are made entirely by you, based on your own evaluation of the relevant facts, your financial circumstances, your risk tolerance, and any independent professional advice you choose to seek.

To the fullest extent permitted by applicable law:

• The Platform is provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
• Oaksvale, its affiliates, directors, officers, employees, contractors, and partners shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or in connection with your use of the Platform, including but not limited to loss of profits, loss of business opportunity, loss of data, or loss of goodwill, regardless of the cause of action and even if Oaksvale has been advised of the possibility of such damages.
• Oaksvale shall not be liable for any losses arising from market movements, property performance, smart contract behavior, blockchain network conditions, third-party service failures, regulatory developments, force majeure events, or User error or negligence.
• Without limiting the foregoing, Oaksvale's aggregate liability under Part A of this Agreement, in any circumstance not arising from fraud or willful misconduct, shall not exceed the total fees paid by you to Oaksvale during the twelve (12) months preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent that applicable law does not permit such exclusions or limitations, Oaksvale's liability is limited to the maximum extent permitted by law.

You agree to indemnify, defend, and hold harmless Oaksvale, its affiliates, directors, officers, employees, contractors, and partners from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Platform;
• Your breach of this Agreement;
• Your violation of any law, regulation, or third-party right;
• Any inaccurate, false, or misleading information provided by you, including in connection with KYC.

Oaksvale shall not be liable for any failure or delay in performing its obligations under this Agreement to the extent caused by events beyond its reasonable control, including but not limited to natural disasters, pandemics, war, civil unrest, government actions, regulatory changes, blockchain network failures, internet outages, cyber-attacks, or other force majeure events.

Oaksvale may modify Part A of this Agreement from time to time to reflect changes in law, regulation, Platform operations, product features, or business practices. When we make material changes, we will notify Users through the Platform and, where appropriate, by direct communication.

The "Last Updated" date at the top of this Agreement reflects the most recent modification. Your continued use of the Platform after modifications take effect constitutes acceptance of the revised Part A. If you do not agree to modified terms, you must cease using the Platform.

Modifications to Part A do not alter the property-specific terms of any subscription you have already executed under Part B, which remain governed by the version of Part B in effect at the time of that subscription.

By You. You may terminate your account at any time by ceasing to use the Platform and following the account closure process available within the Platform. Termination does not affect rights and obligations that have already accrued, including any active investments, pending transactions, or ongoing compliance reporting requirements.

By Oaksvale. Oaksvale may suspend or terminate your access to the Platform at any time, with or without notice, where:

• You materially breach this Agreement;
• You fail to comply with KYC, AML, or other compliance requirements;
• You engage in conduct that is harmful or potentially harmful to the Platform, other Users, or third parties;
• Required by law, regulation, or order of a competent authority.

Effect of Termination. Upon termination, your right to access the Platform ceases. Your existing Property Units and the rights associated with them continue to be governed by Part B of this Agreement and the constitutional documents of the relevant SPV. Provisions of this Agreement that by their nature should survive termination — including those relating to intellectual property, limitation of liability, indemnification, governing law, and dispute resolution — shall survive.

Part A of this Agreement is governed by and construed in accordance with the laws of the jurisdiction in which Oaksvale Ventures is incorporated and operates. Disputes arising under Part A shall first be addressed through good-faith negotiation, and where unresolved, by binding arbitration in accordance with the rules specified in the published version of this Agreement. To the extent permitted by applicable law, dispute resolution will be conducted on an individual basis and not as part of a class, collective, or representative action.

Disputes arising specifically in connection with a User's investment in a Property DAO are governed by Part B and the SPV's constitutional documents, which take precedence over Part A to the extent of any conflict.

This Part B applies when you subscribe for Property Units in a specific Property DAO. The subscription terms set out in this Part are the master framework. When you subscribe to a specific property, a property-specific version of this Part is presented to you, populated with the details of that particular property and its SPV. Acceptance of the property-specific version is required at the point of subscription.

Each subscription executed on the Platform is a binding agreement between three parties:

• The Investor — a verified User who has completed KYC and meets all eligibility requirements;
• The SPV — the Special Purpose Vehicle that holds the underlying property and issues the Property Units;
• Oaksvale Ventures — the technology and infrastructure provider operating the Platform.

Each party has distinct rights and obligations under this Part.

Economic Rights. Each Property Unit represents a defined, pro-rata economic interest in the underlying property held by the SPV, including:

• Pro-rata entitlement to net rental income distributions;
• Pro-rata entitlement to capital appreciation and proceeds from any disposition of the property;
• Pro-rata entitlement to any other economic benefits arising from the property.

Governance Rights. Each Property Unit grants the holder the right to participate in property-level governance on a one-investor-one-vote basis, regardless of the number of units held.

Legal Foundation. The on-chain Property Unit is the digital representation and authoritative record of your interest in the SPV. The legal rights, obligations, and entitlements associated with Property Units are governed by:

• This Agreement;
• The constitutional documents of the SPV;
• Applicable law in the SPV's jurisdiction of registration.

The on-chain unit is an evidentiary instrument; legal ownership flows from the SPV structure, with on-chain records and SPV records together constituting the authoritative beneficial ownership ledger.

Step 1 — Subscription Commitment. You select the number of Property Units you wish to subscribe for and confirm your subscription within the Platform.

Step 2 — USDC Funding. Your USDC, equal to the total subscription amount, is transferred from your Oaksvale wallet into the primary subscription escrow contract for the relevant Property DAO.

Step 3 — Compliance Verification. Your KYC, AML, and eligibility status is confirmed.

Step 4 — Subscription Window. Your funds remain in escrow until the close of the subscription window for the Property DAO.

Step 5 — Outcome Determination.

• If the offering reaches full subscription by the end of the window, the offering is declared successful. The Tokenization Fee is deducted from the total raise. Net funds are released to the SPV. Property Units are issued to your wallet.
• If the offering does not reach full subscription by the end of the window, the offering is declared inconclusive. No Property Units are issued. Your full USDC contribution is returned to your wallet. No Tokenization Fee is charged.

Step 6 — Recognition of Beneficial Ownership. Upon successful subscription, you are recorded as a beneficial owner of the SPV in proportion to your Property Unit holding.

Funds raised through a Property DAO's primary subscription are used for the purposes set out in the property-specific subscription terms, which may include:

• Acquisition of the underlying property by the SPV;
• Construction, development, or refurbishment costs;
• Operational reserves;
• Property management and onboarding costs;
• Reasonable transaction costs associated with the subscription;
• The Oaksvale Tokenization Fee (deducted from the total raise).

By executing a subscription under this Part, you represent and warrant that:

• You are at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, whichever is greater;
• You possess the full legal capacity to enter into binding agreements;
• You have completed KYC verification and the information provided is truthful, accurate, and complete;
• You are not a citizen, resident of, or located in a jurisdiction where your subscription would be unlawful or would constitute an unauthorized securities offering;
• You are not subject to sanctions, restricted-persons designations, or other regulatory prohibitions;
• You have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the investment, or have consulted independent professional advisers;
• You are financially able to bear the economic risk of the investment, including the possible loss of your entire subscription amount;
• You have read and understood the offering documentation for the relevant Property DAO, including the description of risks;
• You are subscribing for your own account and not as a nominee, agent, or representative of any other person, except where expressly disclosed and permitted;
• Your subscription is not made as part of any plan or scheme to evade compliance with applicable law.

These representations and warranties are continuing obligations and apply throughout the duration of your investment.

Subscriptions are final and irrevocable once accepted by the SPV. You may not unilaterally cancel a subscription, withdraw your committed USDC, or rescind your acceptance after acceptance.

The only circumstances in which subscribed funds are returned are:

• Inconclusive offerings — where the Property DAO does not reach full subscription within the offering window;
• Compliance failure — where you fail or cease to satisfy KYC, AML, or eligibility requirements before subscription is finalized;
• Offering withdrawal — where the SPV or Oaksvale cancels the offering prior to acceptance.

In all such cases, your full USDC contribution is returned without penalty or fee.

You acknowledge and accept that subscribing for Property Units involves material risks, including:

• Market risk — property values may decline; rental income is not guaranteed;
• Liquidity risk — Property Units may not be tradeable on the marketplace at desired times or prices;
• Operational risk — property performance depends on factors outside Oaksvale's direct control;
• Regulatory risk — changes in law or regulation may affect your investment;
• Technology risk — blockchain networks may experience outages, congestion, or vulnerabilities;
• Smart contract risk — despite audits, smart contracts may contain bugs or unintended behavior;
• Currency and settlement risk — USDC peg stability or transferability may be affected by external events;
• Counterparty risk — properties depend on tenants, suppliers, and other service providers engaged by the Oaksvale property management subsidiary operating the asset.

You confirm that you are evaluating these risks independently, are not relying on Oaksvale for investment advice, and accept full responsibility for your investment decision.

Where the underlying property generates rental income, the SPV will calculate, process, and distribute net distributable income to Property Unit holders on a pro-rata basis, on the cadence specified in the property-specific subscription terms.

Operating expenses — including property management fees payable to the Oaksvale property management subsidiary that operates the asset in its jurisdiction, maintenance, insurance, taxes, regulatory costs, and the Oaksvale Distribution Fee — are deducted before distribution. Distributions are made in USDC, transferred directly to your Oaksvale wallet.

Distributions are not guaranteed. If the property generates no distributable income in a given period, no distribution is made for that period.

Property Units may be transferred through the Oaksvale Marketplace under the conditions set out in Part A of this Agreement and the property-specific subscription terms. Where a marketplace transfer is completed, the buyer succeeds to all rights and obligations of the seller in respect of the transferred Property Units, including this Part B.

To the fullest extent permitted by applicable law:

• Property Units are subscribed at the Investor's own risk;
• Oaksvale, the SPV, and their respective affiliates, directors, officers, employees, and partners are not liable for any indirect, incidental, consequential, special, or punitive damages arising from this Part B or the underlying investment;
• Liability for losses arising from market conditions, property performance, blockchain network behavior, smart contract events, third-party service failures, regulatory developments, or force majeure is excluded;
• Aggregate liability of Oaksvale under this Part B, in any circumstance not arising from fraud or willful misconduct, is limited to the fees paid by you to Oaksvale in respect of the relevant Property DAO.

Information provided to you in connection with a Property DAO — including offering documentation, financial reports, governance materials, and operational data — is provided for your use as an investor in that property. You may not redistribute, publish, or commercially exploit this information except to your professional advisers under appropriate confidentiality obligations.

A subscription executed under this Part B takes effect upon acceptance and continues for as long as you hold Property Units in the relevant property. The subscription terminates with respect to specific Property Units when:

• You sell or transfer those Property Units through the Marketplace;
• The underlying property is sold and the SPV distributes net proceeds to unit holders;
• The SPV is wound up in accordance with its constitutional documents;
• Other termination events specified in the property-specific subscription terms occur.

Part B of this Agreement, and each subscription executed under it, is governed by and construed in accordance with the laws of the jurisdiction in which the relevant SPV is registered. The governing law for each Property DAO is specified in the property-specific subscription terms.

Disputes arising under Part B shall be resolved in accordance with the dispute resolution mechanisms specified in the SPV's constitutional documents, which may include negotiation, mediation, or binding arbitration. To the extent permitted by applicable law, dispute resolution will be conducted on an individual basis and not as part of a class, collective, or representative action.

This Agreement, together with the property-specific subscription terms presented at the point of any subscription, the Privacy Policy, the AML & Compliance Policy, and the constitutional documents of any relevant SPV, constitutes the entire agreement between you and Oaksvale concerning the Platform and any subscriptions executed through it.

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its original intent.

Oaksvale's failure to enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other.

You may not assign or transfer any of your rights or obligations under Part A without Oaksvale's prior written consent. You may transfer your rights and obligations under Part B only through marketplace transfer of the underlying Property Units in accordance with this Agreement. Oaksvale and the SPV may assign their rights and obligations in connection with corporate restructuring or succession.

By using the Platform, you consent to receive communications from Oaksvale electronically. You agree that all agreements, notices, disclosures, and other communications that Oaksvale provides electronically satisfy any legal requirement that such communications be in writing. Acceptance of this Agreement via the Platform constitutes a valid, binding, and enforceable execution under applicable electronic transactions law.

Section headings in this Agreement are for convenience only and do not affect interpretation.

For questions, notices, or concerns regarding this Agreement:

Email: legal@oaksvale.com

General contact: contact@oaksvale.com

Website: https://oaksvale.com