Terms and Conditions of Use for Osool Gamma Platform

Last Updated: 01-01-2026

1. Company and Platform Introduction

These Terms and Conditions represent a legally binding agreement between any user, investor, or visitor of the platform and Osool Gamma for Investment Company, a Saudi Limited Liability Company, registered in the Kingdom of Saudi Arabia under Commercial Registration No. 4650283918, Unified National Number 7042871447, and Tax Identification Number (TIN) 3127014977. Its registered National Address is located in Al Madinah Al Munawwarah, Masjid Al Dira District, Abdullah bin Al-Zubair bin Al-Awwam Street, Building 2320, Postal Code 42313.

The Company provides its services within the Kingdom of Saudi Arabia through a real estate and investment technology platform. The platform aims to enable qualified users to access opportunities related to the tokenization of assets, particularly real estate assets, within the limits of applicable laws, licenses, permits, and regulatory frameworks. This includes operating within the Regulatory Sandbox of the Real Estate General Authority (REGA Sandbox), where applicable to the service or the offered asset.

2. Acceptance of Terms and Binding Documents

By using the Platform, creating an account, submitting a registration request, executing any investment, transfer, or exit transaction, or communicating with the Company through official channels, you acknowledge that you have read, understood, and agreed to be bound by the following:

• The Terms and Conditions.
• The Privacy Policy.
• The Personal Data Protection Notice in accordance with the Saudi Personal Data Protection Law (PDPL).
• Any offering document, asset page, or specific terms related to a particular investment opportunity.
• Any disclosures, risk acknowledgments, or electronic consents that appear to you while using the Platform. If you do not agree to any of these documents, you must immediately cease using the Platform and refrain from creating an account or executing any transaction through it.

3. Definitions

For the purposes of these Terms, the following words and phrases shall have the meanings ascribed to them below, unless the context requires otherwise:

4. Nature of Platform Services

The Platform operates as a technical and investment solution that displays opportunities related to real-world assets, particularly real estate. It enables qualified investors to participate in specific rights, shares, or benefits associated with these assets, subject to each asset's respective documentation.

You acknowledge that:

• The Platform does not provide personalized investment advice or individual recommendations to buy, sell, or hold.
• Any information published regarding a specific asset is for disclosure and informational purposes and does not constitute a guarantee of return, liquidity, or capital appreciation.
• Expected returns, if any, are non-guaranteed estimates and are subject to market factors, collection rates, expenses, regulations, and taxes.
• Each asset has its own terms, risks, fees, and exit mechanisms. Asset documents must be thoroughly reviewed prior to investing.
• Tokens or tokenized assets shall not be construed as securities, investment fund units, or products subject to a specific regulatory authority unless explicitly stated in the asset's documents and provided the necessary regulatory approvals or exemptions are met.

5. Saudi Regulatory Scope

The Company operates within the Kingdom of Saudi Arabia and strictly adheres to the laws, regulations, and directives issued by competent authorities, which may include, depending on the nature of the service and the asset:

• The Real Estate General Authority (REGA), including the Regulatory Sandbox environment, where applicable.
• The Real Estate Registry (RER) and regulations pertaining to the registration of real estate rights, verification of title deeds, and transfer of ownership or rights.
• Tax regulations issued by the Zakat, Tax and Customs Authority (ZATCA).
• Anti-Money Laundering (AML) and Counter-Terrorism Financing (CTF) requirements.
• The Saudi Personal Data Protection Law (PDPL).
• The requirements of the Capital Market Authority (CMA) or any other competent authority when applicable to the structuring of an asset, product, or Special Purpose Vehicle (SPV).

The User's acceptance of these Terms does not imply that all services or assets are available to all users or at all times. The Company reserves the right to restrict, suspend, or modify any service to comply with legal regulations or instructions from competent authorities.

6. Eligibility and Account Opening

To utilize the investment services via the Platform, the User must:

• Have reached the legal age of majority in the Kingdom of Saudi Arabia (not less than 18 Gregorian years).
• Possess full legal capacity to contract and act.
• Not be prohibited from using the services under any law, judicial ruling, or regulatory decision.
• Be capable of providing accurate, current, and complete information and documents.
• Comply with Know Your Customer (KYC) and Anti-Money Laundering/Counter-Terrorism Financing (AML/CTF) requirements.
• Meet any specific eligibility conditions for individual assets, including nationality, residency, investor classification restrictions, or limitations on non-Saudi ownership/usufruct where applicable.

If the User represents a company, institution, or legal entity, they warrant that they possess full legal authority to represent and bind that entity and that all documents provided regarding representatives, ultimate beneficial owners (UBOs), and authorized signatories are accurate and current.

7. Identity Verification and Anti-Money Laundering (AML)

The Company is committed to enforcing KYC, AML, and CTF verification procedures. The Company reserves the right, at any time and without liability, to:

• Request additional information or documents regarding identity, address, source of funds, or ultimate beneficial owner.
• Verify data through trusted service providers, official databases, or licensed third parties.
• Refuse to open an account, suspend it, or restrict operations.
• Delay or decline the execution of any transaction upon suspicion of a regulatory violation, fraud, money laundering, or terrorism financing.
• Report suspicious transactions to competent authorities as legally required.
• Execute freezing, seizure, or disclosure orders issued by competent authorities.

The User bears full responsibility for the accuracy and validity of all provided data and for updating it immediately upon any material change.

8. Account and Platform Use

Upon creating an account on the Platform, the User undertakes to:

• Maintain the confidentiality of the username, password, verification codes, and all login credentials.
• Not share, sell, transfer, or allow third parties to use the account.
• Use the Platform solely for lawful and authorized purposes.
• Notify the Company immediately upon suspecting any account breach or unauthorized use.
• Not attempt to disrupt the Platform, bypass its security systems, or gain unauthorized access to third-party data or accounts.
• Not use the Platform for any fraudulent, misleading, or illegal activities under Saudi law.

All transactions executed from the User's account are deemed valid and binding on the User unless proven otherwise in accordance with approved regulations and procedures.

9. Asset Conditions and Offering Documents

Each investment opportunity or asset offered on the Platform is subject to its own specific conditions and documents, which may include, depending on the asset's nature:

• Asset description, location, and legal data.
• Minimum and maximum investment limits.
• Funding or subscription duration.
• Expected holding period.
• Exit mechanism and liquidity parameters.
• Fees, taxes, and expenses.
• Asset manager, property manager, or any operational party.
• Asset-specific risks.
• Yield distribution mechanism.
• Legal documents or contracts associated with the asset.

The Investor's execution of any investment transaction constitutes an acknowledgment that they have reviewed, understood, and accepted the asset's documents, risks, fees, and conditions.

10. Tokenization and the Real Estate Registry

Regarding real estate assets, verification, documentation, and registration procedures are conducted in accordance with relevant Saudi laws and integrated with the Real Estate Registry (RER) where applicable. This may include:

• Verification of Title Deeds (Sukuk) and ownership.
• Digitization of the asset or its data.
• Fractionalization of rights or benefits associated with it according to the approved structure.
• Documentation of transactions and transfers.
• Transfer of ownership or relevant rights in accordance with approved legal mechanisms.

You acknowledge that official statutory records and documents approved by competent authorities shall take precedence over any technical ledger or display interface within the Platform in the event of a discrepancy, error, or regulatory update.

11. Blockchain and Smart Contracts

The Platform utilizes a technical infrastructure based on blockchain and smart contracts to document certain transactions and manage specific rights, restrictions, distribution mechanisms, exit protocols, or fees, within the legally permissible scope.

Within the Saudi regulatory environment, the Platform may rely on private and permissioned networks and approved tokenization protocols, including Hyperledger Besu and the T-REX protocol, as required by the regulatory framework. Subject to legal permissibility and published disclosures, technical integrations with public networks (such as Ethereum) may be used for documentation, verification, or interoperability purposes. However, this does not imply the acceptance of cryptocurrencies as a means of payment or the legal transfer of ownership outside the approved frameworks in the Kingdom.

You acknowledge that:

• Smart contracts are technical tools for executing predefined conditions and do not nullify the legal effect of statutory documents.
• Any technical error, network downtime, or delay in confirmations may affect transaction execution timing.
• A technical ledger entry does not replace a statutory registry entry when the law requires registration or approval from an official body.
• Certain technical records may be inherently immutable or non-deletable; nonetheless, the Company is committed to protecting personal data and minimizing its exposure on technical chains.

12. Payments and Monetary Channels

All payments are processed through approved cash and banking channels within the Kingdom of Saudi Arabia, including bank transfers, payment gateways, or any other method approved by the Company.

The Company currently does not accept payment or settlement using cryptocurrencies or crypto assets. Furthermore, the Company will never request the User to transfer any funds to a digital wallet not officially announced within the Platform.

The User is responsible for ensuring that any financial transfer is made exclusively to the Company's official accounts or designated Escrow accounts as published via the Platform's official channels.

13. Escrow Account and Investor Funds Protection

Investors' funds allocated for investment opportunities are deposited into an independent Escrow Account within the Kingdom of Saudi Arabia, strictly segregated from the Company's operational funds. Funds are only released under approved conditions, such as:

• Successful completion of asset funding or fulfillment of purchase/acquisition conditions.
• Execution of the investment transaction as per the asset's documents.
• Refunding of money in the event of incomplete funding or opportunity cancellation.
• Distribution of yields or due amounts to investors.
• Fulfillment of any statutory obligation or directive from a competent authority.

The Investor may request to withdraw the available fiat balance in their Wallet within the Platform, subject to approved legal and technical procedures and restrictions, provided the balance is not blocked or suspended due to a pending transaction, statutory obligation, or directive from a competent authority.

14. Incomplete Funding or Opportunity Cancellation

If an asset's funding (or its minimum threshold) is not completed within the specified period, or if the opportunity is canceled for any regulatory, operational, or commercial reason, or due to failure to meet purchase conditions, the available funds will be returned to the Investor's Wallet within the Platform or to their approved bank account, in accordance with the Company's mechanism.

No returns, profits, or compensation shall accrue on the refunded amounts for the holding or subscription period, unless explicitly stated otherwise in the asset's documents.

15. Fees, Taxes, and Expenses

The Investor bears their proportional share of the fees, taxes, and expenses associated with each asset or transaction, as disclosed in the asset's page or documents. Depending on the nature of the asset, these may include:

• Platform, management, arrangement, or execution fees.
• Property manager or service provider fees.
• Real Estate Transaction Tax (RETT) at 5%, where applicable in the KSA.
• Ownership transfer fees at the Real Estate Registry, including a fee of 1,600 SAR or any alternative/amended official fee.
• Value Added Tax (VAT) on service fees, where applicable.
• Maintenance, operation, insurance, valuation, and consulting expenses.
• Any other governmental, banking, or statutory fees related to the asset or transaction.

The Investor acknowledges that personal taxes, Zakat, or any related disclosure/reporting obligations are their sole responsibility, unless the law or the asset's documents state otherwise.

16. Real Estate Management and Yield Distribution

Real estate assets offered on the Platform are managed by a licensed property manager or qualified entity, which may operate under a Power of Attorney or an official legal arrangement. Net rental yields, if any, are distributed in cash and "Off-chain" in Saudi Riyals (SAR) or any approved currency, directly to the Investor's Wallet within the Platform or their approved bank account.

Distributions are subject to the following:

• Actual collection of rents or yields.
• Deduction of operational expenses, taxes, fees, and reserves.
• Specific terms of each asset and defined distribution periods.
• Any delays caused by tenants, banks, property managers, or official authorities.
• Any statutory or regulatory restrictions affecting the distribution.

The Company does not guarantee the regularity, amount, or realization of yields unless an explicit written commitment is provided in the asset's documents.

17. Liquidity and Exit Mechanism

The Investor acknowledges and understands that investing in tokenized assets, especially those tied to real estate, may be highly illiquid, and the holding period may vary and extend based on the nature of the asset and market conditions.

The Platform may, when feasible and subject to regulatory controls, provide aggregated periodic exit windows (monthly, quarterly, or any other frequency announced by the Company). However, the Company is under no obligation to:

• Procure a buyer for the tokens or shares.
• Guarantee the execution of an exit request on a specific date.
• Guarantee a specific sale price or market value.
• Repurchase the tokens or shares from the Investor.
• Provide a continuous or immediate secondary market.

Exit requests are executed according to the priorities, procedures, and restrictions published on the Platform and in the asset's documents, in full compliance with the requirements of competent authorities.

18. Non-Real Estate Assets and Special Purpose Vehicles (SPVs)

When offering non-real estate assets or specific structures, the Company may utilize a Special Purpose Vehicle (SPV) or an independent legal structure to ring-fence the asset from the Company's operational balance sheet and protect investors' rights in accordance with relevant legal documents.

These structures are subject to the required laws, licenses, and approvals, including the requirements of the Capital Market Authority (CMA) or any competent authority, where applicable. The establishment of an SPV does not constitute a guarantee of returns or absolute protection against all risks; rather, it is a structural mechanism to isolate the asset and manage rights according to approved documents.

19. Investment Risks

The Investor acknowledges their understanding that investing via the Platform involves risks, including but not limited to:

• Depreciation or lack of appreciation in the asset's value.
• Property vacancy, tenant default, or decline in rental rates.
• Delay or reduction in yield distributions.
• Limited liquidity and difficulty in exiting the investment.
• Regulatory or tax changes.
• Maintenance, operational, and insurance risks.
• Technical risks related to the Platform, networks, or smart contracts.
• Cybersecurity risks, fraud, or identity theft.
• Force majeure or events beyond reasonable control.
• Risk of incomplete funding or opportunity cancellation.

The Investor must make their decision based on their personal assessment, financial suitability, and risk tolerance, and may seek independent financial, legal, or tax advice prior to investing.

20. Digital Wallets and Private Key Responsibility

If the Investor uses an external digital wallet or connects one to the Platform, they bear sole and full responsibility for:

• Protecting their Private Keys.
• Protecting their Seed/Recovery Phrases.
• Securing their login devices, email, and mobile number.
• Using trusted and secure wallets.
• Enabling security features such as Multi-Factor Authentication (MFA) where available.
• Never sharing wallet credentials, keys, or recovery phrases with anyone.

The Company will never request the User to disclose their private keys, recovery phrases, or passwords. The Company bears no liability for any loss resulting from the loss of keys, device compromise, use of phishing links, or interactions with entities impersonating the Company.

21. Prohibited Uses

The User is strictly prohibited from:

• Using the Platform for any unlawful purpose or in violation of Saudi laws.
• Providing false, misleading, or incomplete data.
• Using funds of unknown origin or derived from illicit activities.
• Attempting to hack the Platform or test its security without authorization.
• Copying, decompiling, or reverse-engineering any part of the Platform's systems.
• Using automated tools, bots, or data-scraping software without written consent.
• Manipulating prices, orders, or exit windows.
• Abusing support channels or submitting malicious/false reports.
• Using the Company's trademarks or content without permission.
• Uploading or transmitting malicious content or malware.

The Company reserves the right to take appropriate action upon any violation of this clause, including account suspension, transaction cancellation, or reporting to competent authorities.

22. Service Providers and Third Parties

The Company may engage service providers operating within the Kingdom of Saudi Arabia, or licensed/qualified entities, to provide ancillary services, such as:

• Identity verification providers.
• Banks and Escrow account providers.
• Payment gateways.
• Property managers.
• Cloud hosting and infrastructure providers.
• Cybersecurity providers.
• Legal advisors, accountants, and auditors.
• Technical entities related to blockchain and smart contracts.
• The Real Estate Registry (RER) or official integration providers.

The relationship between the Company and the Investor remains governed by these Terms, bearing in mind that certain services may be subject to third-party terms upon disclosure and acceptance.

23. Official Notices and Communication

Official notices will be delivered via any of the following methods:

• In-Platform notifications.
• Registered email address.
• SMS messages or verification codes.
• Phone calls when necessary.
• National Address or the User's registered address.
• Any official channel published within the Platform.

A notice is deemed effective once sent to the contact details registered by the User. The User is responsible for keeping their contact information updated. The Company will not act upon any financial or security requests/instructions sent via unofficial channels.

24. Marketing Messages and WhatsApp

The Company may communicate with the User for operational, statutory, or security purposes without the need for separate marketing consent (e.g., verification messages, transaction alerts, account updates). However, marketing messages or optional communication via channels like WhatsApp shall be subject to the User's consent or any permissible lawful basis.

The User has the right to opt out of marketing messages or decline WhatsApp communication at any time via the provided mechanism. The Company will never use WhatsApp or any messaging channel to request passwords, private keys, or money transfers to unofficial accounts.

25. Intellectual Property

All intellectual property rights related to the Platform, including but not limited to the trade name, logos, designs, software, databases, content, texts, interfaces, and trademarks, are owned by or licensed to the Company.

The use of the Platform does not grant the User any ownership rights or independent licenses to any of these rights, except for a limited, revocable right to use the Platform in accordance with these Terms.

26. Platform Availability and Technical Updates

The Company exercises reasonable care to maintain the availability and security of the Platform; however, it does not warrant that the Platform will be uninterrupted, error-free, or free of defects. The Company may suspend the Platform or any part thereof for maintenance, updates, compliance, security purposes, or based on instructions from competent authorities.

The Company shall not be held liable for any delay or outage beyond its reasonable control, including internet disruptions, banking system failures, service provider downtimes, technical network outages, or government system interruptions.

27. Account Suspension or Service Termination

The Company may suspend a User's account, restrict their operations, or terminate their access to the Platform in any of the following cases:

• Breach of these Terms or the asset's documents.
• Suspicion of fraud, money laundering, or illicit activity.
• Provision of false data or failure to update information.
• Failure to meet verification or compliance requirements.
• Issuance of instructions from a competent authority.
• Presence of security or technical risks to the account or the Platform.
• Abuse of the Platform or support channels.

The suspension or termination of an account does not affect rights and obligations that accrued prior to such suspension or termination, including financial, tax, or statutory obligations.

28. Limitation of Liability

To the maximum extent permitted by Saudi law, neither the Company nor its directors, employees, agents, or service providers shall be liable for:

• Investment losses or asset depreciation.
• Loss of profits or opportunities.
• Indirect, consequential, or special damages.
• Delays in distributions or exits due to circumstances beyond control.
• Losses resulting from User error or disclosure of login credentials.
• Downtime of third-party services, government entities, or banks.
• Any investment decision made by the User based on their personal judgment.

This clause does not limit any liability that cannot be legally excluded or limited under the laws of the Kingdom of Saudi Arabia.

29. Indemnification

The User agrees to indemnify and hold the Company harmless against any claims, losses, damages, costs, or expenses (including attorney's fees) arising from:

• Their breach of these Terms.
• Their provision of false or misleading data.
• Their unlawful use of the Platform.
• Their failure to fulfill statutory or tax obligations.
• Their infringement of third-party rights.
• Any action originating from their account due to their negligence or failure to secure their login credentials.

30. Data Protection and Privacy

The Company processes Users' personal data in accordance with the Privacy Policy, the Personal Data Protection Notice, and the Saudi Personal Data Protection Law (PDPL). Using the Platform constitutes an acknowledgment of having reviewed these documents, without prejudice to the User's statutory rights.

The Company confirms that its primary servers, data storage systems, official domain, and the Escrow Account associated with the Platform are located or managed within the Kingdom of Saudi Arabia. Personal data is not transferred outside the Kingdom except within the legally permitted boundaries and with the necessary safeguards.

31. Force Majeure

The Company shall not be liable for any delay or failure to perform its obligations if such delay or failure results from a cause beyond its reasonable control, including but not limited to natural disasters, wars, civil unrest, large-scale cyber-attacks, telecommunication outages, banking or governmental system failures, sudden regulatory changes, or any similar events.

32. Modification of Terms

The Company may amend these Terms from time to time to adapt to regulatory, technical, or operational changes. The updated version will be published on the Platform along with the "Last Updated" date. Continued use of the Platform after the publication of the update constitutes acceptance of the amended Terms, unless the law requires independent consent.

33. Severability

If any provision of these Terms is found to be invalid or unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely achieves its intended economic and legal purpose.

34. Assignment and Transfer

The User may not assign or transfer their rights or obligations under these Terms without written consent from the Company. The Company may assign or transfer its rights or obligations to any affiliate, legal successor, or licensed/qualified third party, provided this does not prejudice the fundamental rights of the User and complies with applicable laws.

35. Applicable Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia. The competent Saudi courts, committees, and authorities shall have exclusive jurisdiction to hear any dispute arising out of the use of the Platform or investments made through it, subject to any mandatory channels for complaints, settlement, or adjudication before regulatory bodies or specialized committees.