Legal
Terms and Conditions of Farm Fractions
Tokenization Financing Service
The company Servicios Financieros Farm Fractions SpA (hereinafter "Farm Fractions" or the "Company"), Tax ID No. 77.794.585-3, domiciled in the city of Santiago, Chile, owns the web platform www.farmfractions.com (hereinafter the "Platform"). This instrument constitutes an annex to the terms and conditions of said Platform. This annex governs the use and access of the additional feature called "Tokenization Financing" (hereinafter, the "Tokenization Service"). To use this additional service, the User must accept this Annex, which will be incorporated into the General Terms and Conditions of the Platform.
FIRST: BACKGROUND
The Tokenization Service offered by Farm Fractions is a financing modality that allows agricultural companies to obtain resources for their projects by dividing participation in those projects into smaller units, represented by digital assets called "Tokens". These Tokens are issued by Farm Fractions under the ERC-3643 standard, which facilitates their interoperability and management. Platform Users may acquire these Tokens, thereby investing in the projects and obtaining the right to participate in the benefits or returns they generate, pursuant to the terms of a loan agreement. In simple terms, tokenization represents credit rights of an agricultural project in digital assets (Tokens) that can be managed and transferred through the Platform, facilitating access to investment and the subsequent trading of these participations in a secondary market.
SECOND: REQUIREMENTS FOR ACCESS TO THE TOKENIZATION SERVICE
For a User to access the Tokenized Financing Projects offered on the Platform, they must cumulatively meet the following requirements:
- Have successfully completed and passed the Platform's Know Your Customer (KYC) process, in accordance with the provisions of Farm Fractions' General Terms and Conditions.
- Possess a digital wallet compatible with the Tokens issued and operated on the Platform. The User must provide the address of said digital wallet during the KYC process or subsequently through the mechanisms enabled on the Platform. The User declares, under their sole responsibility, that they are the sole owner and have exclusive control of the digital wallet provided. Farm Fractions, through its compliance officer, may verify that the digital wallet address provided is not associated with blacklists or known illicit activities.
- The digital wallet provided by the User must be approved by Farm Fractions' compliance officer and, consequently, the User must be expressly authorized to conduct Tokenized Financing operations on the Platform, through the inclusion of their digital wallet address in a whitelist in order to acquire financing tokens. Farm Fractions reserves the right to reject or revoke the approval of a digital wallet in cases where it is incompatible or does not meet the standards required by its Anti-Money Laundering, Terrorist Financing, and Weapons of Mass Destruction Prevention procedure.
- Having read, understood, and expressly accepted the particular terms and conditions contained in this Annex.
Once these requirements are cumulatively met, the User may access the Tokenization Financing modality and its associated features on the Platform.
THIRD: TOKENIZATION FINANCING SERVICE (PRIMARY MARKET)
1. Scope of Service
Farm Fractions, through its Platform, offers a tokenization service to third-party companies (hereinafter, the "Project Development Companies" or "Issuers") seeking financing for their projects (hereinafter, the "Projects").
This service consists of the issuance of digital assets, Tokens, that digitally represent investors' participation in loan agreements (hereinafter, the "Loan Agreements") entered into between investor Users (hereinafter, "Investor Users" or "Creditors") and the agricultural company developing the project (hereinafter, the "Debtor").
2. Project Information
All relevant information about each Project eligible for tokenization financing, including its characteristics, risks, timelines, the Project Development Company, and the specific terms of the associated Loan Agreement, shall be governed by the provisions of the Platform's General Terms and Conditions and made available to Users in the corresponding section of the Platform. Projects with the tokenized financing modality may or may not also have the equity financing functionality, governed by the Platform's General Terms and Conditions. Farm Fractions does not guarantee the success or profitability of the Projects.
3. Provision of the Tokenized Financing Service
Users wishing to participate in the financing of Projects through tokenization may access the service in accordance with the following procedure:
- 3.1. Project Selection and Investment Modality: The User, as with equity financing projects, may browse the various Projects available on the Platform and select the one in which they wish to invest. To access this service, they must invest under the "Tokenization Financing" modality.
- 3.2. Determination of Investment Amount: The User will determine the amount in stablecoins, USDC, they wish to invest in the selected Project. The Platform will establish a minimum USDC investment amount for the Project. The amount of USDC representing each token in the Loan Agreement will be set on the Platform.
- 3.3. Payment and Execution of Loan Agreement: Once the number of Tokens to be acquired is confirmed, the User must transfer the corresponding USDC stablecoins equal to the investment amount, plus applicable Farm Fractions commissions and/or fees and any applicable taxes, as detailed on the Platform prior to making the investment. Payment will be made by transferring the stablecoins to the Digital Wallet of the Project Development Company or through third-party payment services; commissions in favor of Farm Fractions may be included and will be clearly disclosed prior to any disbursement, payment, or transfer. Simultaneously, the User must electronically execute, through the Platform, the respective Loan Agreement with the Project Development Company.
3.4. Token Receipt: Once the receipt of stablecoins by the Project Development Company and the execution of the Loan Agreement have been verified, and once the conditions for the perfection of said agreement are met, the Project Development Company, supported by Farm Fractions, will transfer the corresponding number of Tokens to the digital wallet that the User maintains as authorized on the Platform (the "Digital Wallet").
FOURTH: SECONDARY TOKEN MARKET AND CREDIT ASSIGNMENT
1. Marketplace
Farm Fractions will enable a secondary market on its Platform (hereinafter, the "Marketplace") that will allow Investor Users (hereinafter, "Assignors") to offer the assignment of their credit rights arising from the Loan Agreements, represented by the Tokens they hold, and other Platform Users (hereinafter, "Assignees") to accept such offers and acquire those rights and the representative Tokens.
The operation of the Marketplace will be subject to the prior activation of the tokenization module by Users interested in participating.
2. Credit Assignment Offer Process
An Assignor User wishing to transfer their participation in a Loan Agreement may publish an offer on the Marketplace, specifying the Project to which the Tokens correspond, the number of Tokens they wish to transfer (which may be all or part of the Tokens they hold from that Project), the corresponding percentage of their credit to be assigned, and the total monetary price for the assignment (hereinafter, the "Assignment Price").
2.1. Commission Payment
By publishing an offer on the Marketplace, the Assignor expressly acknowledges and agrees that they are responsible for paying the applicable commissions to Farm Fractions for the use of Platform services, in accordance with the fees disclosed for each project. They likewise agree to pay any applicable taxes. The Assignor commits to such payment and agrees that, if the Credit Assignment Agreement is not completed or the Token transfer is not completed due to a fact or circumstance attributable to the Assignor (including, by way of example and not limitation, failure to complete the effective transfer of Tokens to the Assignee within 48 hours of signing the agreement), the commissions paid to Farm Fractions will not be refunded, nor will they have the right to claim compensation of any nature from Farm Fractions or the Assignee. Commissions will be set in Chilean pesos but may be paid in crypto assets through third-party on/off ramp services.
3. Offer Acceptance Process
An Assignee User interested in an offer published on the Marketplace may accept the offer through the Platform. Accepting the offer implies signing a credit assignment agreement, stipulated in accordance with the accepted offer. Given that the credit assignment is made for valuable consideration, the Assignee User assumes, among others, the obligation to pay the Assignment Price.
4. Token Transfer and Assignment Price Payment Process
Once the credit assignment agreement has been signed by the accepting party, the Assignee User, the Assignor will be notified to proceed with the Token transfer through the mechanisms enabled on the Platform. Once the Tokens have been transferred, subject to the restriction indicated in the following paragraph, the Assignee User will be notified to proceed with payment.
This Token transfer will only be completed if the Assignor confirms through the Platform that they have received the Assignment Price. Once receipt of the Assignment Price is confirmed, the Platform will automatically release the Token transfer to the Assignee User. Confirmation of receipt of the Assignment Price is the sole responsibility of the Assignor, since the price is paid through mechanisms outside Farm Fractions' control. Consequently, Farm Fractions is released from liability for any error the Assignor may make in confirming receipt of the Assignment Price; notwithstanding this, Farm Fractions will implement a user interface on the Platform to reduce the risk of error, which may include a double confirmation mechanism by the Assignor.
If the Assignor receives an amount different from the agreed Assignment Price, they may request support from Farm Fractions through the Platform; upon receiving such request, Farm Fractions will notify the Assignee to complete or adjust the payment for the corresponding difference within forty-eight (48) hours of said notification, with the Token transfer remaining pending until the Assignor's confirmation. If, after seventy-two (72) hours from the notification to the Assignee to make payment, the Assignor has not confirmed full receipt of the Assignment Price on the Platform and has not requested the aforementioned support, the offer will be considered closed and the Token transfer will not be processed; any amount transferred by the Assignee must be returned by the Assignor directly to the Assignee. In all cases, the Assignor and the Assignee acknowledge and agree that Farm Fractions is not responsible for fund transfers between them or their eventual return, releasing it from liability regarding the fulfillment or non-fulfillment of the personal obligations of each party.
The Assignee User will make payment of the Assignment Price using a Digital Wallet of their own or through other mechanisms available for this purpose. To ensure the delivery of Tokens to the Assignee User, Farm Fractions will notify them of the time to make payment, which will only occur once the Assignor has completed the Token transfer through the Platform. Consequently, the Assignee User releases Farm Fractions from liability for any Assignment Price transfer made without the notification from Farm Fractions; notwithstanding this, Farm Fractions will implement alerts or reminders in the user interface to prevent the Assignee User from making any payment prior to the notification.
6. Execution of Assignment Agreement and Token Transfer
Farm Fractions will provide the technological tools for the Assignor and Assignee to electronically execute the Credit Assignment Agreement through the Platform. Said agreement will govern the terms of the assignment of all or part of the Loan Agreement executed by the Assignor User. Farm Fractions is not a party to said Credit Assignment Agreement.
The Token transfer must be carried out directly by Users through their personal Digital Wallets, using exclusively the Platform to execute such transfer. Any attempt to transfer Tokens outside the Platform may be incompatible with the compliance mechanisms regulated in the Token's code.
7. Notification to the Debtor
Farm Fractions may, as established in the Loan Agreements, Credit Assignment Agreements, and/or commercial agreements with the Debtor under the assigned Loan Agreement, facilitate or manage notification of the assignment, in accordance with agreed procedures.
8. Consequences of Non-Transfer of Tokens by the Assignor
If the Assignor fails to transfer the Tokens to the Assignee through the Platform within the maximum period of 48 hours, the assignment offer published by the Assignor on the Marketplace will be automatically considered closed and removed from the Platform. Additionally, the agreement executed between the Assignor and the Assignee will have no effect due to non-fulfillment of its suspensive conditions.
In such case, the Assignor may not publish a new assignment offer for the same Tokens or other Tokens relating to any project until 48 hours have elapsed from the closure of the prior offer.
The Assignee will not be notified to make payment of the Assignment Price. By virtue of the non-fulfillment of the suspensive conditions, they will be released from making said payment.
The Assignor, as the party responsible for failing to transfer the Tokens, will not be entitled to a refund of any commission paid or delivered to Farm Fractions in connection with the offer or the failed transaction.
Farm Fractions does not guarantee the success of the credit assignment under any circumstances. Consequently, the Assignee will not be entitled to claim compensation of any nature from Farm Fractions in the event of failure.
9. Consequences of Non-Payment of the Assignment Price by the Assignee
If the Assignee, after being notified by Farm Fractions of the Token transfer, fails to pay the Assignment Price within the maximum period of 48 hours, the assignment offer published by the Assignor on the Marketplace will be automatically considered closed and removed from the Platform. Additionally, the agreement executed between the Assignor and the Assignee will have no effect due to non-fulfillment of its suspensive conditions.
In these cases, on an exceptional basis, the commission paid by the Assignor for the Secondary Market service will be refunded, without interest or adjustments; once the commission is refunded, they will not be entitled to claim compensation of any nature from Farm Fractions. Farm Fractions does not guarantee the success of the credit assignment under any circumstances.
FIFTH: COMMISSIONS AND FEES
Access to and use of the Tokenization Service, in both the primary and secondary markets, may be subject to the payment of commissions and/or fees by Users to Farm Fractions. These commissions and/or fees will be duly disclosed to Users prior to any transaction, through the Platform or through the publication of a current fee schedule.
Additionally, the User acknowledges and agrees that Token transfers, when conducted on blockchain networks, may be subject to network fees or costs (such as "gas fees" or "network transaction fees"), which are necessary to process and validate such transactions on the blockchain network. These network costs are entirely unrelated to Farm Fractions and are not received by it. The responsibility for and payment of such network costs will fall exclusively on the User who initiates the operation.
SIXTH: RISKS
The User declares that they know and accept the risks inherent in investing in Projects through tokenization and in participating in the secondary Token market. It is understood and accepted that the risks associated with investing in Projects through the Tokenization Service are the same general risks set forth and acknowledged by the User pursuant to Farm Fractions' Platform Terms and Conditions.
The User is solely and exclusively responsible for the custody, confidentiality, and security of their Tokens once they have been transferred to their Digital Wallet, as well as for the private keys or access credentials thereto.
SEVENTH: TOKEN RECOVERY
Notwithstanding the provisions of the preceding clause regarding the User's responsibility for safeguarding their private keys, and considering that the Tokens will be issued under technical standards, such as the ERC-3643 standard, which may allow certain recovery functionalities under exceptional circumstances.
In the event that a User loses access to or control of their Tokens, they may request assistance from Farm Fractions. To do so, the User must contact the Platform's support service and reliably verify their identity and legitimate ownership of the Tokens for which recovery is requested. If Farm Fractions is able to verify these circumstances, it may restore the Tokens to the User, which may include burning the Tokens to which access was lost and issuing new ones in their place.
On an exceptional basis, in the event of the User's death, their heirs (hereinafter, the "Estate") may request Farm Fractions to recover the deceased User's Tokens held in a digital wallet to which they do not have access. To exercise this right, the Estate must cumulatively meet the following requirements:
- Prove the User's death and the status of heirs by submitting current and valid legal documentation that reliably evidences such facts.
- Designate a common representative to act on behalf of the entire Estate, granting them sufficient authority to act as the sole point of contact with Farm Fractions in the recovery process.
Once Farm Fractions verifies compliance with these requirements to its full satisfaction, it will proceed with the assistance mechanism for Token recovery.
EIGHTH: TAXES
The User acknowledges and agrees that any tax, levy, contribution, or tax or exchange obligation of any nature that arises or is generated as a result of their participation in the Tokenization Service will be their sole and exclusive responsibility. Farm Fractions will not be responsible for the calculation, withholding, filing, or payment of any personal taxes of the User. Likewise, Farm Fractions has no obligation to inform or advise the User regarding their personal taxes or the specific tax or exchange obligations that may arise from operations conducted through the Platform.
The User agrees to fully comply with all applicable tax and exchange regulations in the relevant jurisdictions, and to timely and fully declare and pay all personal taxes incurred in connection with the services and transactions carried out.
It is expressly noted that the commissions and/or fees charged by Farm Fractions for services provided through the Platform are subject to the Value Added Tax (VAT) currently in effect in Chile, or any tax that replaces or supplements it. Such VAT will be added to the amount of the respective commission or fee and must be paid in full by the User who carries out the operation or uses the service generating such commission or fee. Farm Fractions will issue the corresponding tax documentation in accordance with applicable law.
The User will indemnify and hold harmless Farm Fractions, as well as its partners, directors, officers, employees, agents, and representatives, from any claim, judicial or administrative action that generates loss, damage, liability, penalty, fine, cost, or expense (including, without limitation, reasonable attorney's fees and judicial or administrative proceeding costs), arising from or related to the User's failure to comply with their tax or exchange obligations as set forth in this clause.
NINTH: INTEGRITY AND INTERPRETATION
This Annex forms an integral part of the Terms and Conditions of the Farm Fractions Platform. In the event of conflict or contradiction between the provisions of this Annex and the General Terms and Conditions, the provisions of this Annex will prevail with respect to the Tokenization Service.
The use of headings in the clauses is for reference purposes only and should not be used to interpret their content. The use in this Annex of terms beginning with a capital letter or written entirely in capital letters, including their plural forms, shall have the meaning attributed to them in this Annex or in the General Terms and Conditions.
Any matter not addressed in this Annex shall be governed by the provisions of the Platform's Terms and Conditions and, failing that, by applicable Chilean law.
TENTH: ACCEPTANCE OF THE ANNEX
The User expresses their will and grants their consent to each and every clause of this Annex by checking an acceptance box provided for this purpose on the Farm Fractions Platform.
It is noted that, prior to and as a condition for checking said box, the User will be provided with a link to the full and updated text of this Annex, allowing for its review. By checking the acceptance box, the User expressly declares having read, fully understood, and wholly accepted all provisions contained in this Annex.
Version: September 3, 2025.