Effective Date: 01 January 2026

These Terms and Conditions of Use (“Terms”) constitute a legally binding, enforceable, and continuing agreement between Fab Capital (hereinafter referred to as the “Company”, “Platform Operator”, “we”, “our”, or “us”) and any natural or legal person accessing, browsing, registering with, submitting information to, or otherwise using the Company’s technology platform, website, systems, interfaces, tools, advisory infrastructure, or facilitation services (collectively, the “Platform”).

These Terms govern all modes of access and usage including digital, API-based, assisted, partner-assisted, and workflow-integrated access.

By accessing or using the Platform, you acknowledge that you have read, understood, and agreed to be bound by these Terms in full.

1. LEGAL ACCEPTANCE, ELECTRONIC CONTRACT FORMATION, AND BINDING EFFECT

By accessing, browsing, registering, onboarding, submitting information, uploading documentation, initiating applications, or otherwise using any portion of the Platform, you irrevocably acknowledge and confirm that:

• You have carefully read and fully understood these Terms
• You agree to be legally bound without limitation, reservation, or qualification
• You consent to all Platform policies, disclosures, and data practices
• You accept that this constitutes a valid electronic contract under applicable Indian law
• You agree that digital acceptance constitutes lawful execution

Continued usage constitutes rolling acceptance of all updates, amendments, and modifications.

If you do not agree to any provision, you must immediately discontinue use.

The Company reserves the unilateral right to revise, expand, or modify these Terms at any time without prior notice. Updated Terms become effective immediately upon publication.

2. PLATFORM NATURE AND REGULATORY POSITIONING

The Platform is a technology-enabled debt marketplace and capital facilitation infrastructure designed to reduce transaction friction between businesses seeking institutional debt capital and regulated lending institutions.

The Platform functions strictly as a:

• Digital capital marketplace interface
• Borrower–lender discovery and matching layer
• Workflow orchestration engine
• Documentation routing infrastructure
• Application facilitation and process coordination layer
• Non-binding capital advisory support interface

The Company expressly declares and Users acknowledge that the Company:

• Is not a bank
• Is not an NBFC
• Is not a lending institution
• Does not originate loans
• Does not underwrite credit
• Does not issue credit products
• Does not accept deposits
• Does not pool capital
• Does not guarantee financing
• Does not assume lending risk
• Does not act as agent of any lender

All financing decisions and credit exposure originate solely from independent regulated Financial Institutions.

3. DEFINITIONS AND INTERPRETATION PRINCIPLES

For purposes of these Terms:

“Borrower” — any User seeking financing
“Financial Institution” — banks, NBFCs, regulated lenders, fintech lenders, and capital providers
“Services” — marketplace facilitation and process enablement services
“User Data” — all personal, business, financial, and operational data submitted
“Facilitation” — non-binding process assistance without credit authority

Interpretation shall favor:

• Commercial enforceability
• Regulatory compliance
• Platform risk insulation
• Functional intent over literal ambiguity

4. USER ELIGIBILITY AND AUTHORITY REQUIREMENTS

Platform access is permitted only to Users who:

• Are at least 18 years old
• Are legally competent to contract
• Are Indian residents or legally formed Indian entities
• Possess lawful authority to submit financing applications
• Are not disqualified under any applicable law
• Provide verifiable and lawful information
• Have valid authorization where acting for an entity

The Company may verify eligibility at any stage and may suspend or terminate access without explanation.

5. SERVICE SCOPE AND FUNCTIONAL LIMITATIONS

The Platform enables Users to:

• Submit financing requirements
• Participate in lender matching
• Route applications
• Coordinate documentation
• Track workflow stages
• Facilitate lender communication
• Enable compliance submissions

However, Users acknowledge:

• Credit decisions are lender-exclusive
• Sanction authority lies solely with lenders
• Pricing is lender-determined
• Collateral is lender-determined
• Compliance standards are lender-determined
• Disbursement is lender-controlled

The Platform provides process facilitation — not financing decisions.

6. USER REPRESENTATIONS AND CONTINUING WARRANTIES

Users represent and warrant on a continuing basis that:

• All information is accurate and complete
• No material fact is omitted
• Documents are genuine and lawful
• No impersonation occurs
• No fraudulent intent exists
• Submissions are authorized
• Platform use is lawful
• Credentials will be safeguarded
• No system misuse will occur
• No reverse engineering will occur
• No automated scraping will occur

These warranties are continuing obligations.

7. NO CREDIT ASSURANCE — RISK ALLOCATION

Users expressly acknowledge:

• Financing is discretionary
• Approvals are not guaranteed
• Terms may change
• Sanctions may be partial
• Applications may be rejected without reason
• Timelines are uncertain
• Pricing may fluctuate
• Collateral may be required

The Company bears zero liability for:

• Rejection outcomes
• Pricing differences
• Risk ratings
• Compliance objections
• Disbursement delays
• Credit committee decisions

8. COMMERCIAL TERMS AND FEES

Where applicable:

• Facilitation or advisory fees may apply
• Fees may be success-based
• Fees may be stage-based
• Fees may be lender-paid or borrower-paid
• Fees will be disclosed separately

Lender fees are governed exclusively by lender policies.

Non-payment may result in suspension.

9. INTELLECTUAL PROPERTY AND SYSTEM RIGHTS

All Platform assets are proprietary, including:

• Algorithms
• Matching systems
• Process architecture
• Workflows
• Models
• Frameworks
• Content
• Branding

Users receive only a limited, revocable, non-transferable license.

Strictly prohibited:

• Reverse engineering
• Replication
• Scraping
• Derivative works
• Commercial reuse
• System cloning

10. DATA PROCESSING AND FINTECH PRIVACY FRAMEWORK

Data may be processed for:

• Identity verification
• Credit facilitation
• Compliance screening
• Lender evaluation
• Fraud detection
• Risk analytics

Lawful bases include:

• Consent
• Contract necessity
• Legal obligation
• Legitimate interest

Data may be shared with:

• Financial Institutions
• Verification agencies
• Compliance vendors
• Infrastructure providers
• Analytics processors

Security measures include:

• Encryption
• Role-based access
• Audit logging
• Vendor vetting
• Segregated storage

Residual cyber risk is acknowledged by Users.

11. PLATFORM AVAILABILITY DISCLAIMER

Services are provided on an “as-is” and “as-available” basis.

No warranty is provided regarding:

• Uptime
• Accuracy
• Compatibility
• Availability
• Error-free operation
• System continuity

Platform features may be changed or withdrawn without notice.

12. THIRD-PARTY AND LENDER INDEPENDENCE

Financial Institutions are independent entities.

The Company:

• Is not their agent
• Does not control decisions
• Does not alter contracts
• Does not supervise conduct
• Does not guarantee performance

All borrower–lender contracts are direct.

13. LIMITATION OF LIABILITY (MAXIMUM SHIELD CLAUSE)

To the maximum extent permitted by law, the Company shall not be liable for:

• Financing outcomes
• Lender conduct
• User errors
• Market conditions
• Regulatory changes
• Technology failures
• Data loss
• Business interruption

Maximum aggregate liability shall not exceed the Platform fee paid, if any.

Indirect and consequential damages are excluded.

14. USER INDEMNIFICATION — EXPANSIVE COVERAGE

Users agree to fully indemnify and defend the Company against any claims arising from:

• False disclosures
• Fraud
• Regulatory breaches
• Data misuse
• Contract violations
• Third-party claims
• Misrepresentation
• Unauthorized submissions

Indemnity survives termination.

15. SUSPENSION AND TERMINATION RIGHTS

The Company may suspend or terminate access for:

• Misrepresentation
• Fraud suspicion
• Policy violations
• Regulatory risk
• System misuse
• Non-payment
• Legal request

Termination may occur without notice.

16. FORCE MAJEURE

The Company is not liable for failures caused by:

• Government actions
• Regulatory restrictions
• Network failures
• Cyber incidents
• Natural disasters
• Infrastructure outages
• War, unrest, or strikes

17. DISPUTE RESOLUTION — ARBITRATION FRAMEWORK

All disputes shall be resolved through arbitration under the Arbitration and Conciliation Act, 1996.

• Seat: Hyderabad, Telangana, India
• Language: English
• Sole arbitrator
• Binding award

Court jurisdiction applies only where arbitration is invalid.

18. GOVERNING LAW

These Terms are governed exclusively by the laws of India.

Hyderabad courts retain exclusive jurisdiction where arbitration is not applicable.

19. GRIEVANCE REDRESSAL OFFICER

Grievance Officer Contact: hello@fabcapital.in

Complaints will be processed within reasonable regulatory timelines.

20. MARKETPLACE & BORROWER RISK DISCLOSURES (MANDATORY)

Users acknowledge:

• Platform is marketplace-only
• No lending occurs
• Debt carries repayment risk
• Business failure does not waive liability
• Credit decisions are opaque
• Rejections may be unexplained

Borrowers must independently assess financial capacity and risk.