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Legal
The contractual instrument that defines the perimeter of Inner Circle membership. Membership is information, intelligence, education, peer community, and introductions; it is not co-investment, fund management, or any pooled-investment activity.
Table of Contents
The Inner Circle is an information, intelligence, education, peer-community, and introductions service. It is not a fund, a co-investment vehicle, an SPV, a syndicate, a club deal, or any other pooled-investment arrangement. Oliva does not solicit, structure, place, manage, advise on, or distribute interests in collective investment schemes, securities, or any other regulated financial instrument under UAE Securities and Commodities Authority (SCA) Regulations or any equivalent regulation.
The Member is responsible for the Member's own investment decisions, due diligence, and execution. Oliva and its representatives do not undertake any fiduciary, advisory, or agency role in respect of any specific investment decision, except as expressly set out in the separate Brokerage Engagement Letter for an off-plan transaction handled by Oliva DB Properties CO. L.L.C. S.O.C.
Both the Delaware SaaS entity and the UAE brokerage entity are wholly owned and controlled by Javier Sanz Alvarez. The Member is on notice that Inner Circle Members may use Oliva DB Properties CO. L.L.C. S.O.C. for their off-plan transactions, and that this is a related-party arrangement, transparently disclosed.
1.1 This Inner Circle Membership Agreement (the "Agreement") is entered into between:
1.2 Where any activity contemplated by this Agreement crosses into United Arab Emirates real-estate intermediation regulated by RERA, the relevant work is performed by Oliva DB Properties CO. L.L.C. S.O.C. (RERA BRN 1573501) under separate brokerage documentation, and not under this Agreement. Both entities are wholly owned by Javier Sanz Alvarez.
1.3 Contracting entity. The contracting Oliva entity is determined by the member's place of residence and the nature of the services subscribed: UAE-resident members purchasing brokerage services contract with Oliva DB Properties CO. L.L.C. S.O.C.; non-UAE-resident members purchasing software and information services may contract with Oliva Real Estate Technology LLC, a Delaware limited liability company. The Oliva Customer Portal will display the correct contracting entity and TRN on each invoice.
2.1 The Inner Circle is invite-only. Admission is at Oliva's sole discretion and is not a right.
2.2 Eligibility criteria include, without limitation, one or more of the following:
2.3 Admission is conditional on (a) the Member completing identity verification through Oliva's KYC provider and any enhanced due diligence Oliva requires, (b) the Member's payment of the applicable annual fee, and (c) the Member's acceptance of this Agreement, the Off-Plan Risk Disclosure, the Privacy Policy, and the AI-Generated Content Disclaimer.
2.4 Oliva may decline admission, suspend, or terminate any Member's participation if continued participation, in Oliva's reasonable view, presents AML/CFT risk, sanctions risk, regulatory risk, or risk of harm to other Members.
3.1 The membership term is twelve (12) months from the date the first annual fee is paid.
3.2 Founding rate. For the first twenty (20) Members admitted to the Inner Circle, the annual fee is AED 35,000 per year. The founding rate is locked for two (2) consecutive twelve-month terms (a total of twenty-four months) from the Member's initial admission date.
3.3 List rate. For Members admitted after the first twenty, and for founding Members on and after the start of their third annual term, the annual fee is AED 50,000 per year (the "list rate"). Oliva will provide founding Members with at least thirty (30) days' written notice before the auto-renewal price changes from the founding rate to the list rate.
3.4 The membership renews automatically for successive twelve-month terms at the then-current rate unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the current term, or unless this Agreement is terminated under Section 11.
3.5 Where Oliva offers a tier-aligned promotional code, the locked rate applies for the period stated in the promotional code, after which the renewal occurs at the list rate with the notice in Section 3.3.
3.6 Tax responsibility. Oliva charges VAT only where required by the law of the supplier's jurisdiction at the rate applicable to the supply (currently 5% UAE VAT on supplies made by Oliva DB Properties CO. L.L.C. S.O.C., where applicable, and other rates if a different Oliva entity is the supplier under Section 1.2). Members remain responsible for any taxes owed in their own jurisdictions (including, where applicable, reverse charge VAT, sales tax, withholding tax, or income tax on the value of services received). Members should consult their own tax advisors. Oliva does not provide tax advice. Fees are charged through the Stripe Customer Portal accessible from the Member's account.
4.1 Subject to availability and the conditions of this Agreement, the membership provides Members with access to:
4.2 The composition and cadence of the membership benefits may be adjusted by Oliva from time to time on at least thirty (30) days written notice, provided that the overall value of the membership is not materially diminished.
4.3 Inner Circle Members also receive all benefits of the Concierge tier as described on the pricing page in effect at the time of subscription.
4.4 Fair use. "Unlimited" benefits are subject to fair use. Oliva may, on written notice, throttle or pause access for any Member whose usage is materially out of line with peer Members and which Oliva reasonably determines is not consistent with the intent of the membership.
This Section 5 is the operative perimeter of the Inner Circle. The membership does not include and Oliva does not provide, organize, solicit, structure, promote, or facilitate any of the following through the Inner Circle:
5.1 Co-investment. Oliva does not pool Member capital and does not invest alongside Members through any vehicle.
5.2 Special-purpose vehicles, syndications, or pooled investment vehicles. Oliva does not form, manage, or distribute interests in any SPV, syndicate, fund, club deal, or other pooled investment vehicle.
5.3 Fund management. Oliva is not a fund manager, asset manager, investment manager, portfolio manager, or general partner of any collective-investment scheme, in any jurisdiction.
5.4 Capital-markets activity. Oliva does not solicit, offer, sell, distribute, or recommend the purchase or sale of any security, financial instrument, derivative, structured product, fund unit, or other regulated financial product within the meaning of the laws and regulations of the United Arab Emirates (including those administered by the Securities and Commodities Authority, the Dubai Financial Services Authority, and the Central Bank of the United Arab Emirates), the United States, or any other jurisdiction.
5.5 Solicitation of investment in financial instruments. No content shared in the Investor Circle community, no off-market intelligence, no briefing, no strategy session, and no other communication under the membership constitutes an offer, solicitation, recommendation, or invitation to subscribe for or purchase any financial instrument.
5.6 Brokerage on a specific transaction. Where a Member elects to transact on an off-plan property in Dubai, the brokerage relationship is with Oliva DB Properties CO. L.L.C. S.O.C. (RERA BRN 1573501) under a separate Brokerage Engagement Letter. The Inner Circle membership and the brokerage relationship are independent. Oliva does not condition the membership on the Member transacting through Oliva DB Properties CO. L.L.C. S.O.C., and does not condition brokerage representation on the Member being an Inner Circle Member.
5.7 Investment advice. Oliva does not provide investment advice within the meaning of any applicable law or regulation. The Member retains all decision-making authority over any property purchase, sale, hold, refinancing, or exit decision.
5.8 Hard exclusion of investment-vehicle activity. Membership in the Oliva Inner Circle does not provide, and shall never be construed as providing: (a) co-investment vehicles, special purpose vehicles, syndicates, partnerships, or any pooled investment structure; (b) collective investment schemes, funds, sub-funds, feeder vehicles, or managed accounts; (c) discretionary investment management or investment advice on financial instruments; (d) custody of, or authority over, member funds for the purpose of investment. Any future offering by the Oliva group of regulated investment products would be made under separate, appropriately licensed and authorised documentation, by an entity holding the relevant regulatory permissions in each applicable jurisdiction.
5.9 No handling of acquisition monies. Oliva does not at any time hold member subscription monies, or any other monies received from members, for the purpose of property acquisition or investment. Funds for property purchases flow directly from the member to the developer's RERA-supervised escrow account, or to other regulated intermediaries appointed by the developer or buyer, in each case in accordance with Dubai Land Department and RERA requirements.
6.1 The Investor Circle community is a peer-to-peer information-sharing channel among Members. Oliva moderates the community to keep it on topic, to enforce the code of conduct in Section 9, and to remove content that, in Oliva's reasonable view, falls outside the perimeter described in Section 5.
6.2 Information shared by other Members in the community is not Oliva's representation. Oliva does not endorse, verify, or accept responsibility for content posted by Members.
6.3 No-solicitation rule. Members may not use the community to solicit investment in any financial instrument, to promote any pooled investment vehicle, to offer or distribute interests in any SPV, fund, or syndicate, to spam, defame, or harass, or to conduct any regulated capital-markets activity. Members who do so will be removed from the community immediately and may have their membership terminated under Section 11.
6.4 The Member acknowledges that any introduction made in the community is between the introducing and receiving Members, and that Oliva is not party to any subsequent transaction or arrangement.
7.1 The following documents are incorporated into this Agreement by reference:
7.2 Where Inner Circle benefits are delivered through the SaaS platform, the Subscription Agreement applies. In the event of conflict between this Agreement and the Subscription Agreement on Inner Circle subject matter, this Agreement prevails.
7.3 The Member acknowledges that all real-estate investment carries risk, that capital is at risk, that past performance is not a reliable indicator of future performance, and that the Member should obtain independent legal, tax, and financial advice before any transaction.
8.1 If the Member determines, within ninety (90) days of the start of the membership term, that the membership is not delivering value, the Member may notify Oliva in writing at hello@joinoliva.com.
8.2 On receipt of the notice, Oliva will issue a prorated refund of the annual fee for the unused portion of the ninety-day window, calculated from the date Oliva receives the written request. Membership access ends on the date the refund is issued.
8.3 The 90-day refund right is available once per Member, on the first annual term only.
9.1 In the Investor Circle community and in any other Member-facing channel, Members shall:
9.2 Oliva may, on notice or (where the conduct is severe) immediately, suspend or remove any Member from the community for breach of this Section. Repeated or severe breaches are grounds for termination of the membership under Section 11.
9.3 Non-circumvention of brokerage commission. Members may not use contacts, data, or introductions obtained through the Inner Circle to conclude property transactions that would otherwise trigger a RERA brokerage commission payable to Oliva DB Properties CO. L.L.C. S.O.C., without paying such commission to Oliva. This clause protects Oliva's regulated brokerage interest only and does not restrict members from working with other brokers or advisors on transactions outside Oliva's introductions.
10.1 The Member agrees to keep confidential all non-public information shared by other Members or by Oliva in the community, in briefings, in strategy sessions, and in bespoke reports, and not to disclose that information to any third party without the consent of the contributor or Oliva.
10.2 The Member retains all intellectual-property rights in content the Member contributes to the community. The Member grants Oliva a non-exclusive, royalty-free, perpetual license to host, display, and moderate the contribution within the community, and to use it in aggregated, anonymized form for product improvement and editorial purposes.
10.3 Bespoke market intelligence reports, briefing materials, and other Oliva-produced deliverables are licensed to the Member for the Member's internal use and may not be redistributed.
10.4 Confidentiality obligations survive termination for two (2) years.
11.1 The Member may cancel the membership at any time by written notice to hello@joinoliva.com. Cancellation takes effect at the end of the then-current annual term. Subject to Section 8 (90-day refund) and Section 11.3, fees paid for the current term are non-refundable.
11.2 Oliva may suspend or terminate the membership immediately on written notice if the Member:
11.3 Where Oliva terminates for cause under Section 11.2(a) or 11.2(c), no refund is due. Where Oliva terminates for any other reason, Oliva will refund the prorated unused portion of the annual fee.
11.4 On termination, the Member's access to the platform, the community, and all member-only materials ends. The Member's confidentiality obligations under Section 10 continue.
12.1 To the maximum extent permitted by applicable law, Oliva's total aggregate liability under or in connection with this Agreement, whether in contract, tort, strict liability, or otherwise, in any twelve-month period shall not exceed the total membership fees actually paid by the Member to Oliva in the twelve months immediately preceding the event giving rise to the liability.
12.2 In no event shall Oliva be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of investment returns, capital, opportunity, business, or anticipated savings.
12.3 The Member acknowledges that Oliva is not responsible for the conduct of other Members, the accuracy of information shared by other Members in the community, or the outcome of any introduction or relationship formed through the community.
12.4 Carve-outs. Nothing in this Section excludes or limits liability for: fraud or fraudulent misrepresentation; gross negligence or willful misconduct; breach of confidentiality; breach of data-protection obligations; intellectual-property infringement; or any liability that cannot lawfully be excluded.
13.1 This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws principles.
13.2 UAE carve-out. Notwithstanding Section 13.1:
13.3 Forum. Subject to Section 13.4, any dispute arising out of or in connection with this Agreement shall be brought exclusively in the state or federal courts located in the State of Delaware. The Parties consent to personal jurisdiction in those courts.
13.4 Arbitration option. The Parties may, by mutual written agreement, refer any dispute to binding arbitration under the rules of the American Arbitration Association (Wilmington, Delaware seat) or the Dubai International Arbitration Centre (Dubai seat), in English, by a single arbitrator.
13.5 Class-action waiver. Disputes shall be brought only in an individual capacity, not as part of a class, collective, or representative action, to the extent permitted by applicable law.
13.6 Limitation period. Any claim must be commenced within two (2) years from the date the cause of action arose, except where a longer period is required by applicable law.
14.1 Entire agreement. This Agreement and the documents incorporated by reference in Section 7 constitute the entire agreement between the Parties on the subject matter.
14.2 Severability. If any provision is found unenforceable, it shall be modified to the minimum extent necessary, or severed. Remaining provisions stay in effect.
14.3 Assignment. The Member may not assign this Agreement without Oliva's prior written consent. Oliva may assign to an affiliate or successor.
14.4 Force majeure. Neither Party is liable for failure to perform caused by events beyond its reasonable control, including acts of government, regulatory changes, war, civil unrest, fire, flood, pandemic, internet outage, or third-party platform failure, other than the obligation to pay sums due.
14.5 Notices. Notices to Oliva are sent to hello@joinoliva.com (with copy to javier@joinoliva.com). Notices to the Member are sent to the email on file.
14.6 No waiver. Failure to enforce any provision is not a waiver.
14.7 Independent advice. The Member acknowledges that the Member has had the opportunity to obtain independent legal, tax, and financial advice before joining the Inner Circle.
14.8 Headings. Headings are for convenience only and do not affect interpretation.
By accepting this Agreement and paying the first annual fee, the Member confirms that the Member has read and accepts this Agreement, has received and read the Off-Plan Risk Disclosure, and understands that the Inner Circle does not include co-investment, SPV participation, fund management, or any pooled-investment activity, and that all investment decisions are the Member's alone.
Oliva Technology: Oliva Real Estate Technology LLC, 8 The Green, Ste A, Dover, DE 19901, EIN 32-0830351. Wholly owned by Javier Sanz Alvarez.
Oliva Brokerage: Oliva DB Properties CO. L.L.C. S.O.C., RERA Brokerage Registration Number and Trade Licence Number 1573501, Ontario Tower, C1801, Business Bay, Dubai, United Arab Emirates. TRN 105237083800001. Wholly owned by Javier Sanz Alvarez.
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