Terms of Use

1. Acceptance of Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you and Provena Capital Pte Ltd ("Provena Capital," "we," "us," or "our") governing your access to and use of the Provena One platform, including our website, mobile applications, and related services (collectively, the "Platform").

By registering for an account, accessing the Platform, or using any of our services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy and AML Policy, which are incorporated herein by reference.

2. Eligibility and Account Registration

2.1 Eligibility Requirements

To use the Platform, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction
• Have the legal capacity to enter into binding contracts
• Not be located in, or a resident of, any jurisdiction where our services are prohibited
• Meet applicable accredited investor or qualified purchaser requirements
• Not be subject to any sanctions administered by OFAC, UN, EU, or other regulatory authorities

2.2 Account Registration

You must complete our registration process and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account.

2.3 Verification Requirements

We are required by law to verify your identity and collect certain information ("Know Your Customer" or KYC). You agree to provide all requested documentation, including but not limited to government-issued identification, proof of address, accreditation verification, and source of funds documentation. We reserve the right to suspend or terminate your account if you fail to provide requested information or if we cannot verify your identity.

3. Investment Services

3.1 Nature of Services

The Platform provides access to investment opportunities in tokenized real-world assets, primarily fine art ("Offerings"). Each Offering is made available through a Special Purpose Vehicle (SPV) and is subject to an Offering Circular filed with the Securities and Exchange Commission under Regulation A or other applicable securities regulations.

3.2 Investment Risks

You acknowledge and understand that:

• All investments involve risk, including the potential loss of principal
• Past performance is not indicative of future results
• Tokenized assets may have limited liquidity and may be difficult to sell
• Art markets are subject to subjective valuations and market volatility
• There is no guarantee of returns or appreciation
• Investments may be subject to holding periods and transfer restrictions

3.3 Offering Documents

YOU MUST READ AND UNDERSTAND THE OFFERING CIRCULAR AND ALL RELATED DOCUMENTS BEFORE INVESTING. The Offering Circular contains detailed information about risks, fees, conflicts of interest, and other material information. By investing, you acknowledge that you have received, read, and understood all offering materials.

3.4 No Investment Advice

We do not provide investment, financial, tax, or legal advice. All information on the Platform is for informational purposes only and should not be construed as a recommendation to invest. You should consult with qualified professionals before making any investment decision.

4. Fees and Charges

You agree to pay all applicable fees as disclosed in the Offering Circular and on the Platform, including but not limited to:

• Acquisition Fee: Charged upon investment (typically 2-5%)
• Management Fee: Annual fee for asset management (typically 1-1.5%)
• Success Fee: Performance fee on realized gains (typically 20%)
• Transaction Fees: Blockchain transaction costs (gas fees)
• Secondary Market Fees: Fees for trading on our marketplace

All fees are non-refundable except as required by law or as expressly stated in the Offering Circular.

5. Prohibited Activities

You agree not to:

• Use the Platform for any illegal purpose or in violation of any laws or regulations
• Engage in market manipulation, wash trading, or other fraudulent activities
• Attempt to gain unauthorized access to the Platform or other users' accounts
• Use any automated system or software to extract data from the Platform
• Interfere with or disrupt the Platform's operation or servers
• Impersonate any person or entity or misrepresent your affiliation
• Use the Platform to launder money or finance terrorism
• Transfer or resell your account or tokens in violation of securities laws
• Reverse engineer, decompile, or disassemble any aspect of the Platform

6. Intellectual Property

All content on the Platform, including text, graphics, logos, images, software, and data compilations, is the property of Provena Capital or its licensors and is protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works without our express written permission.

7. Disclaimers and Limitations of Liability

7.1 Platform "As Is"

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

7.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVENA CAPITAL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM:

• Your use or inability to use the Platform
• Any unauthorized access to or use of our servers and/or any personal information stored therein
• Any interruption or cessation of transmission to or from the Platform
• Any bugs, viruses, or other harmful code that may be transmitted through the Platform
• Any errors or omissions in any content or for any loss or damage incurred as a result of your use of any content

7.3 Cap on Liability

IN NO EVENT SHALL OUR AGGREGATE LIABILITY EXCEED THE AMOUNT OF FEES YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

8. Indemnification

You agree to indemnify, defend, and hold harmless Provena Capital, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use of the Platform
• Your violation of these Terms
• Your violation of any rights of another party
• Your violation of any applicable laws or regulations

9. Arbitration and Dispute Resolution

9.1 Binding Arbitration

ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE SINGAPORE INTERNATIONAL ARBITRATION CENTRE (SIAC) RULES. The arbitration shall be conducted in English in Singapore.

9.2 Class Action Waiver

YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN YOU AND US INDIVIDUALLY. YOU WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS-WIDE BASIS, PARTICIPATE IN A CLASS ACTION, OR REPRESENTATIVE PROCEEDING.

9.3 Exceptions

Notwithstanding the foregoing, we may seek injunctive or other equitable relief in any court of competent jurisdiction to protect our intellectual property rights or confidential information.

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law provisions. Any disputes not subject to arbitration shall be brought exclusively in the courts of Singapore.

11. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on the Platform and updating the "Last Updated" date. Your continued use of the Platform after such modifications constitutes your acceptance of the updated Terms.

12. Termination

We may suspend or terminate your access to the Platform at any time, with or without cause or notice, including for violation of these Terms. Upon termination, your right to use the Platform will immediately cease. Sections that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, disclaimers, indemnification, and limitations of liability.

13. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced with a valid, enforceable provision that most closely matches the intent of the original provision.

14. Entire Agreement

These Terms, together with our Privacy Policy, AML Policy, and any applicable Offering Circulars, constitute the entire agreement between you and Provena Capital regarding your use of the Platform and supersede all prior agreements and understandings.

15. Contact Information

If you have any questions about these Terms, please contact us at: