General Terms and Conditions

Updated on: August 9, 2023

The Fraction platform ("Platform") is an electronic system operated by Unison Ventures Limited ("Unison Ventures" or "Company") to provide User with access to the information and contents related to the fractions, representing the share unit of ownership in the assets listed on the Platform, and other services related to the offering of the fractions on the Platform.

In these General Terms and Conditions, the terms "You", "Yours", "Customer", "Applicant", "User", "Investor" or any other terms relating to the General Terms and Conditions shall mean Platform's User.

The General Terms and Conditions shall apply to Unison Ventures and any person intending to use the service or access the information and contents related to the Platform.

This page is created to display the terms and conditions ("Terms", "Terms and Conditions") regulating your use on the Platform. Any change of these terms and conditions will be notified to you via email, and/or the Platform.

By logging in to the Platform, you agree to be bound by the terms and conditions provided herein. If You do not accept these General Terms and Conditions i.e., General Terms and Conditions and Privacy Policy, your request to access and use the service on the Platform will be denied.

You will not be able to use the Platform if You do not accept any part or all of these Terms and Conditions, including the Investor Terms and Conditions. By agreeing to these Terms and Conditions, You will be deemed to have agreed and accepted to comply with these Terms and Conditions. Unison Ventures may, at its sole discretion, change these Terms and Conditions at any time and notify such change through announcement on its website/application or by any other means as specified by Unison Ventures from time to time. Such change will be valid after a period specified by Unison Ventures unless otherwise such change is performed pursuant to the law, which will be valid upon announcement on its website/application or any other means as notified by Unison Ventures to You (depends on circumstances). Your continuation of the Platform use after the date of such change will be deemed as an acceptance to comply with any prior change or modification thereof.

Unison Ventures has prepared Terms and Conditions in Thai and English. In the event of any conflicts or inconsistencies between these two versions, the Thai version shall prevail.

1. Definition

In these Terms and Conditions,

Platform
An electronic system provided and operated by Unison Ventures facilitating the customers with access to the information and contents related to the fractions and other services.

Unison Ventures's Data
Any content or information on the Platform is the property of Unison Ventures Limited and its affiliates, including but not limited to logos, designs, texts, graphics, images, data, software, audio files, other files and intellectual properties (IPs) related to such property.

Confidential Information
Any information related to Unison Ventures Limited and its affiliates, including but not limited to trade secret, technical information, business strategy, marketing plan, a list of customers and providers, investment information, financial information, information given by a third party to Unison Ventures Limited that is confidential in nature.

Cryptocurrency
An electronic data unit created on an electronic system or network for the purpose of being used as a medium of exchange for the acquisition of goods, services or any other rights, or the exchange between digital assets, and shall include any other electronic data units as specified in the notification of the Office of the Securities and Exchange Commission and/or the Securities and Exchange Commission (SEC).

fractions
The share of ownership in the asset listed on the Platform.

Issuer
Issuer of the fractions via the Platform.

Loan Agreement
A loan agreement is a contract between a borrower and a lender which regulates the mutual promises made by each party.

Property Information Booklet
The comprehensive document which contains information related to the assets and the investment in the assets providing to the prospective Investors to help them make a more informed decision whether to invest or not.

Trading Partner
Any person providing services to Unison Ventures to facilitate the Platform e.g., e-KYC and e-wallet providers etc.

Registered User
Any applicant who signs up for the Platform.

2. Unison Ventures's Service

2.1. Unison Ventures provides a platform to facilitate the Issuer in digitizing and fractionalizing the assets and allow the Investor to co-invest in the assets by holding the fractions listed on the Platform.
2.2 Unison Ventures provides a system and service to support the administration of the Agreement solution including but not limited to registering, maintaining, and updating the list of counterparties of the Agreement.
2.3. Unison Ventures provides a system and service to support fractional ownership solution for the Investor, including but not limited to register, maintain and update the name list of fractions' holder of the assets, which can be in a form of investment, utility or hybrid fractions as specified in \the property information booklet.

3. User's Qualifications

3.1. If you sign up for the Platform as an individual, you warrant and represent that you are qualified as follows:
1. A. over 20 years of age at the time of sign-up;
2. B. lawfully capable of entering into an agreement; not insolvent, of unsound mind, quasi-incompetent, or incompetent.
3.2. If you sign up for the Platform on behalf of an entity, you warrant and represent that you are qualified as follows:
1. A. legally established and existing under any relevant laws;
2. B. authorized from such entity to act on its behalf.
3.3. You warrant that you or the entity you are representing are/is not a resident or citizen of the country which:
1. A. is under any obligations under the Foreign Account Tax Compliance Act (FATCA);
2. B. prohibits the use and/or any transaction relating to the digital assets, including any blockchain activity.
3.4. Any activity carried out by the person from the prohibited country or jurisdiction on the Platform shall be invalid and Unison Ventures shall not be liable to any such action.

4. Access

4.1. Any access or use of the service stated herein shall be granted after your registration of an account on the Platform to become a registered user.
4.2. You are responsible for providing all equipment and software necessary for the access to the Platform. Unison Ventures does not warrant that the Platform will be compatible with all types of mobile phones, computers, or search engine, or all telecommunication service providers.
4.3. You will solely be responsible for any fees, including any Internet connection or telecommunication fees incurred as a result of your access to the Platform.

5. Privacy

5.1. Before any use or access to the Platform, you acknowledge that you have read and understood the Privacy Policy and agree that Unison Ventures may store, collect, use and share your personal information in a manner stated in the Privacy Policy. Unison Ventures may disclose your personal information with its trading partner for the purpose of Identification and Verification in accordance with the law.
5.2. Please visit the Privacy Policy for more information. If you do not agree to the Privacy Policy, Unison Ventures reserves its right to refuse service to you.

6. Account on the Platform ("Account")

6.1. Registration
1. A. As part of the qualification review process, Unison Ventures and its trading partner will carry out the identification and verification procedures in a manner consistent with the law and/or as required by Unison Ventures for the purpose of legal compliance, including but not limited to the examination of any suspicion or involvement in money laundering, terrorist financing, fraud, or any other financial crimes based on the information provided by you during your registration as a user ("Identification and Verification")
2. B. Unison Ventures may from time to time require you to provide additional information about yourself, your business, or your transaction for the purpose of record keeping and review procedures, or as required by any government agency (if any).
3. C. If you do not provide complete and accurate information as above required, Unison Ventures may, at its sole discretion, refuse your registration or service to you.
4. D. Unison Ventures has no duty to certify the result of the Identification and Verification carried out by its trading partner. Therefore, Unison Ventures shall not be responsible for any error arising from the Identification and Verification.
6.2. Security Policy for User, Password, and Account
1. A. You will be required to provide your email and password for access to your registered account.
2. B. You shall be responsible as follows:
  1. i. Keep your account name, username, password and other access security features secret and secure for accessing the service;
  2. ii. Provide proper security for your password at all times and do not disclose your password information to any person, including your family members or friends. Unison Ventures will not require you to disclose such password information to Unison Ventures or any third party (except for the purpose of sign-in to your account).
  3. iii. Unison Ventures suggests that you should not create a password that is easily guessed by the information that some people may know, or is related to you, or containing words from the dictionary.
  4. iv. Destroy or delete a notification of password or other passcodes immediately upon receipt of such notification.
  5. v. Update your email address information in your account.
  6. vi. Provide reasonable care to ensure that your email account is safe and accessible by you only as your email may be used for any password reset, correspondence with Unison Ventures, or any correspondence with Unison Ventures for your account security purpose.
3. C. If you have any question or inquiry about how to access to the system or other security features, Unison Ventures suggests that you should change your password and contact Unison Ventures at: support@fraction.co immediately.
4. D. If you receive any message asking about your password, you should contact Unison Ventures promptly. If you have any question whether such message is real, you should contact Unison Ventures at support@fraction.co.
6.3. Unison Ventures shall not be liable to any loss or damage arising from your error in protecting your own account or account information.

7. Use of Platform

7.1. While using the Platform, you agree that you will not engage in any act in violation of any laws, agreements, intellectual properties, or any rights acquired by Unison Ventures and/or any third party and you will solely be responsible for any action carried out by you or the entity you are representing.
7.2. You agree that you will comply with Terms of Use and will always act in good faith.
7.3. You shall neither attempt, (nor permit, encourage, or support any person to attempt), to engage in any of the following conducts:
1. A. Impersonating any person or entity, whether such person or entity is real, or giving any misleading information to any person or entity or using a false email;
2. B. Sharing any information which is illegal, improper, incorrect, incomplete, unreliable, outdated, or erroneous in nature about any activity which is illegal or harmful to a person or group of persons containing false, misleading or harmful statements, political campaigns, or commercial solicitations;
3. C. Sharing any information which is considered expressly sexual, insulting, obscene, immoral, indecent, abusive, offensive, violent, harmful, threatening, discriminatory based on races, religions, or other similar ground or demanding information from any person age under 18 years old;
4. D. If permission from Unison Ventures has not been obtained, you are not allowed to post your advertisements or those of a third party, or any branding or promotional contents on the Platform. In addition, you will not use, distribute, publish, or exploit such contents for any commercial purpose;
5. E. Sending any review, rating, or opinion in exchange for any compensation;
6. F. Attempting an unauthorized access to other computer systems via the Platform;
7. G. Receiving or attempting an unauthorized access to the computer system, content, or information through any means;
8. H. Engaging in any act that may cause unnecessary burdens on the Platform;
9. I. Using the Platform, any features or products or services available on the Platform in any way that would interfere with, obstruct, destroy, disrupt, put burden on, or impair the Platform, including but not limited to sending large amount of unsolicited messages, spams, email spams, or engaging in a DoS attack.
10. J. Transmitting any virus or software to, or via, the Platform;
11. K. Using any computer system or software which is not provided by Unison Ventures to access the website/application or engage in an unauthorized copying of data;
12. L. Developing an outsourced program for use with a website/application without prior written consent from Unison Ventures;
13. M. Committing any offense in violation of the Computer Crime Act, Cybersecurity Act, including other relevant laws.

8. Restrictions and Termination of Service

8.1. Unison Ventures may, at any time and at its sole discretion, change, suspend, or terminate the service of the Platform (or any part thereof), whether temporarily or permanently, with or without cause and with or without prior notification.
8.2. Unison Ventures reserves its right to restrict your access to some or all of the services provided by Unison Ventures at any time with or without cause and with or without prior notification.
8.3. Unison Ventures shall not be liable if the Platform fails to function all the time or at any period of time for any reason.

9. Cryptocurrency

Unison Ventures does not accept cryptocurrency as payment for any transactions on the Platform.

10. Fees

10.1. You agree to pay all or part of the fees incurred from your use of Unison Ventures's services.
10.2. For more information, please see policy on the applicable fees.

11. Suggestions

11.1. Suggestions mean any of the following information provided to Unison Ventures:
1. A. Nature and scope of your use of the Platform or services;
2. B. Any change or suggestion about the service;
3. C. Any error found;
4. D. Circumstances, conditions, or events leading up to the error or any request containing sufficient details so that Unison Ventures can improve the Platform.
11.2. You agree to assign all rights and interests in such suggestions to Unison Ventures, including any intellectual property rights in such suggestions.

12. Intellectual Property Rights

12.1. Any content or information on the Platform is and remains the property of Unison Ventures Limited and its affiliates, including but not limited to its logos, designs, words, graphics, images, data, audio files, other files and any intellectual properties related to such properties (collectively, "Unison Ventures's Data"). The Unison Ventures's Data is protected by the copyrights law.
12.2. Do not copy, reproduce, distribute, download, modify, publish, republish, remanufacture, reuse, dispose, transfer, or use in any manner for public or commercial purpose, any contents or information without prior written consent from Unison Ventures.

13. Confidentiality

13.1. Any or all of the information relating to Unison Ventures Limited, its businesses, including but not limited to trade secrets, techniques, business strategies, market plans, lists of clients and investment consultants, financial information, any information provided by any third party to Unison Ventures Limited which is confidential in nature, collectively "Confidential Information".
13.2. You agree to:
1. A. Keep all Confidential Information in strict confidence;
2. B. Refrain from using or permitting any third party to use the Confidential Information for any reason or purpose without an express consent or in any manner inconsistent with this Agreement;
3. C. Refrain from disclosing or permitting any third party to disclose the Confidential Information to any third party without prior written consent from Unison Ventures.

14. Link from the Platform

14.1. The Platform may contain a link to a website of a third party ("Non-Unison Ventures Websites), including but not limited to a provider of e-KYC and e-wallet and Non-Unison Ventures requests. You are liable for the risks caused by any link that leads to a website or a request that is not from Unison Ventures.
14.2. Unison Ventures will not notify you when you leave the Platform and you will be subject to the terms and conditions (as well as the privacy policy) of another website or destination website. Unison Ventures will not examine, approve, control, represent, warrant or act on behalf the Non-Unison Ventures Websites or Non-Unison Ventures requests, including their products or services. Unison Ventures shall not be liable to any loss or damage arising from your use.

15. Amendment

15.1. Unison Ventures reserves the right to amend the General Terms and Conditions at any time without prior notice. You are responsible for the regular review of the amended General Terms and Conditions. This amendment will become effective immediately upon publication on the Platform.
15.2. Your continuation of the Platform use will be deemed as an acceptance of the amended terms and all agreements included in such amended terms. If you do not agree to such amendment, you will not be able to access or use the Platform.

16. No Warranty

16.1. In addition to the provisions expressly stated herein, Unison Ventures (and its affiliates) expressly does not warrant that its services, including any data or information included in such services, and any digital tokens created through Unison Ventures's services or any related services on the Platform will:
1. A. meet your requirements;
2. B. operate in a manner that is uninterrupted, timely, secure or free from error;
3. C. be correct, reliable, complete, lawful, or secure.
16.2. Unison Ventures shall not be liable to any loss or damage arising out of the use of the Platform or any data or information contained in such system. Despite effort by Unison Ventures to make any access to, or use of, the Platform secure, Unison Ventures cannot and may not be able to represent or warrant that the Platform or our technology is free from viruses or any malicious code. Unison Ventures does not warrant that your information disclosed online will be secure. You accept any security risk associated with the disclosure of any information or online transaction on the Internet and you agree that you will not pursue any claim against Unison Ventures as a result of any security breach unless otherwise such breach is caused by Unison Ventures's gross negligence.
16.3. Unison Ventures shall not be responsible or liable to you for any loss or damage arising out of your own decision or conduct carried out on the Platform or the use of fractions, including but not limited to the loss, damage or claim in relation to the following events:
1. A. User's own errors i.e., password loss, improper handling of any transaction, wrong portfolio address, wrong bank transfer information or wrong address;
2. B. System failure or data loss;
3. C. Fraudulent portfolio files;
4. D. Unauthorized use;
5. E. any act, omission, or error by Issuer or from the trading;
6. F. Any unauthorized act by third parties, including but not limited to viruses, electronic scams, password attacks, or other types of electronic attacks on the Platform, any related services, including the existing fractions by means of title recording system in blockchain system or Unison Ventures's system, any transfer of fractions on the blockchain digital ledger or Unison Ventures's system.
16.4. Unison Ventures does not act as an Issuer when providing its services. As you are a registered user, Issuer or investor, as the case may be, Unison Ventures will not suggest to you any fractions. No part of the Platform is designed or intended to provide any financial, legal, tax or investment consulting or advisory services. You will solely be responsible to decide whether any investment, investment strategy or transaction is suitable for you based on your personal investment purposes, financial situations, and accepted risks. You should consult your legal, financial or tax advisor about your investment goal.
16.5. The provision of any service on the Platform shall not be considered an offer or invitation to buy fractions if such transaction is concluded in the jurisdiction where such offer or invitation is prohibited, or it is communicated to any person to whom such offer or invitation is illegal.
16.6. Unison Ventures shall not be liable to any loss or damage arising from any loophole or error, unusual behaviors of computer software, Unison Ventures's systems (i.e., portfolio, smart contract), blockchain or other types of Cryptocurrency or fractions.
16.7. Nothing contained in this Agreement operates to exclude or restrict any liability of the party committing any fraud arising out of any death or personal injury resulting from any omission or violation of the law or other conducts which cannot be restricted or excluded by any legal means.
16.8. You agree and accept that if the Unison Ventures's system revokes your passcode or password, whether temporarily or permanently, because you or any other person enter a wrong passcode or password and such revocation results in the cancellation of any existing or future electronic transaction by the investor, you agree that you will not pursue any claim against Unison Ventures for any loss or damage that may arise from the cancellation of such transactions. If you wish to revoke the cancellation of the transaction through the Internet-based Platform, you must follow the instructions specified by Unison Ventures.
16.9. Any reservation of the right stated in these General Terms and Conditions shall be valid to the extent permitted by the law.

17. Indemnification

17.1. To the extent permitted by the law, you shall indemnify, defend, and hold harmless to Unison Ventures and its personnel, officers, directors, consultants, stockholders, manufacturers, suppliers, service providers, parent companies, branch companies, affiliates, agents, representatives and any person authorized by Unison Ventures, whether past, present or future, from any claims, damages, judgments, loss, liabilities, responsibilities, criminal liabilities, fees, interests, costs, (including but not limited to lawyer costs and expenses), and any other expenses, (including but not limited to court fees, transactional fees, compensation and insurance), whether ascertained or not, (collectively, "Claims"), including but not limited to any damage to property or personal injury arising in connection with:
1. A. Any normal or unlawful use of the Platform, including but not limited to any related service, by you;
2. B. Any breach of this Agreement and any other related agreements, investment documents, and disclosure duty, applicable laws and regulations.
3. C. Any breach of the rights of a third party, including but not limited to Issuer or investor.
4. D. Your negligence or willful misconduct relating to the offering or service.
17.2. This indemnification is in addition to any remedies provided in this Agreement in writing between you and Unison Ventures.

18. Account Cancellation

18.1. Cancellation by you:
1. A. You may cancel your account at any time for any reason by personal request to the company without any costs and expenses provided, however, that you will remain responsible for any liabilities or responsibilities in connection with the outstanding payments due and payable to Unison Ventures.
2. B. In the event of cancellation while your order is being processed and before fractions are issued, it shall be deemed by Unison Ventures that your transactions are withdrawn.
18.2. Cancellation by Unison Ventures:
Unison Ventures reserves the right to cancel any access to, or use of, the Platform and any other related services at any time and for any reason without prior notice and at its sole discretion. To the extent permitted by law, you acknowledge and agree that Unison Ventures shall not be liable to you for such cancellation.
18.3. Data Loss due to Account Cancellation
In the event of cancellation, any content, data or correspondence may be deleted. Unison Ventures shall not be liable for such loss of the content, data or correspondence without regard to the cancellation of your account.

19. Severability

Any provision that is unenforceable, void, or invalid shall not affect the validity and enforceability of other provisions contemplated herein. You agree that Unison Ventures may modify such unenforceable, void, or invalid provision provided, however, that such modification must effect the original intent of these General Terms and Conditions, and that it is carried out to the extent permitted by law.

20. Assignment

You shall not assign any rights and duties under these General Terms and Conditions to any third party unless otherwise agreed in writing by Unison Ventures. Unison Ventures may assign its rights and duties under these General Terms and Conditions to any third party, whether in whole or in part, and you agree to provide necessary assistance and support, including any execution of necessary documents, upon Unison Ventures's request.

21. Force Majeure

Unison Ventures shall be excused from performance and duty to carry out any of the provisions of these General Terms and Conditions to the extent it is prevented or delayed by, whether in whole or in part, any event beyond Unison Ventures's control, including but not limited to (a) weather conditions or natural disasters; (b) act of the public enemy, war, invasion, act of war (whether war be declared or not), which is beyond reasonable control; (c) embargo; (d) strike (e) error or destruction of main hardware or failure of software of network.

22. Surviving Clauses after Account Revocation

22.1. After your account has been cancelled, whether by reason of this Agreement or other causes, all rights and obligations of the parties shall remain effective to the extent permitted by law.

23. Communication

23.1. You agree to receive any electronic communication from Unison Ventures to your designated email, including the following documentations:
1. A. Confirmation of your membership;
2. B. Notice of important change or activity;
3. C. Product promotion;
4. D. Investment knowledge;
5. E. Contents about investment and operation;
6. F. Transaction confirmation;
7. G. Other documentations.
23.2. You are responsible for updating your provided email regularly so that Unison Ventures can communicate to you electronically. If You would like to update your email address, mobile phone numbers, or address, you should contact Unison Ventures at support@fraction.co.
23.3. You understand and agree that if Unison Ventures has sent an electronic notification to you and you do not receive such notification due to your designated email is incorrect, outdated, cancelled by your network provider or any other causes which prevent you from receiving such electronic notification, it shall be deemed by Unison Ventures that you have received such notification.
23.4. Unison Ventures will communicate with you in Thai or English.
23.5. You agree that the terms and conditions, agreements, announcements, disclosures and other types of communication sent by Unison Ventures to you electronically are enforceable in accordance with the laws (including but not limited to the Electronic Transaction Act, B.E. 2544 (A.D. 2001)) as if it has been executed in writing.
23.6. Any use on the Platform shall be considered a subscription of a legally valid signature and/or electronic signature having the same legal value as a physical signature on a paper-based contract, be admissible as evidence for a consent-based transaction and enforceable in the court of law.
23.7. Unison Ventures reserves the right to prepare any document in an electronic form and collect electronic signatures and all electronically signed documents.
23.8. You should keep a copy of electronic documents provided by Unison Ventures in a paper-based or electronic format.

24. Governing Law

This Agreement shall be governed, interpreted and enforced by the laws of Thailand.

Unison Ventures may seek an injunctive relief from any competent court in connection with any dispute arising from any claims relating to trademarks, intellectual property rights or Confidential Information (including any related claims or disputes or any objection to trademark invalidity) or security protection.