Member Terms of Service Agreement
March 2021

This Member Terms of Service Agreement sets forth the terms and conditions upon which Verivest LLC and its affiliated entities (collectively, “Verivest,” “we,” or “us”) make certain resources, including a real estate sponsor directory with active investment opportunity listings and other information available atwww.verivest.com (the “Site”), software tools, technology and related services (collectively, the “Services”) available to real estate sponsors and managers on the terms described in this Agreement. Qualified sponsors who take the necessary steps to become at least “Verivest Verified,” use the Site or the Services to provide information about themselves and their offerings to investors, or otherwise facilitate investments by investors using the Site become “Members.”

This Member Terms of Service Agreement supplements and is a part of our general Terms of Service Agreement, which is available upon request or at www.verivest.com/terms. By agreeing to accept this Member Terms of Service Agreement, through a click-through agreement, by the continued use of the Site or other Services, or otherwise, you are also agreeing to accept and be bound by our general Terms of Service Agreement, as well as this Member Terms of Service Agreement (this “Agreement”), which constitutes a contract between you and Verivest. This Agreement supersedes any prior Member Terms of Service.

By accessing, using, or otherwise taking advantage of the Services, including the Site, you acknowledge that you have read and understand, and agree to, this Agreement. We may update this Agreement at any time. Your continued use of the Services or the Site after any such modifications constitutes your acceptance of the modified terms and conditions. If you do not accept this Agreement, you do not have permission to access, use, or otherwise take advantage of the Services or the Site, and your sole and exclusive remedy is to discontinue using them. We strongly recommend that you periodically review this Agreement. The date of the last revision or update appears at the top of the Agreement under the title.

Your compliance with this Agreement is a condition of your right to access the Site and use the Services. Your breach of any provision of this Agreement will automatically, without the requirement of notice or of any other action, give us the right to revoke and terminate your use of the Services or access the Site, and may also entitle us to recover damages from you.

1. Nature of Services

The Services are limited to conducting the level of background due diligence, track record verification, and on-going monitoring agreed upon by you and Verivest, as more fully described on the Site and consistent with the general Terms of Service Agreement, and listing information about you, including (if elected by you and subject to payment of applicable fees) your track record and active offerings on the Site. Once you have claimed your profile, paid the applicable fees, and satisfied Verivest’s verification criteria to our sole satisfaction, your profile and listing will remain on the Site unless and until the Services are cancelled or terminated.

While you are primarily responsible for providing the information included in your profile on the Site, Verivest has sole discretion and full control over what information is included in your profile on the Site. If you call our attention to any information in your profile that you believe to be inaccurate, we may or may not correct that information. You agree that your sole remedy for any inaccuracies or other concerns you may have about the information we list about you on the Site will be to ask us to correct the information and, if we elect not to alter or correct it, to terminate the Services. In no event will we be liable to you for any losses or damages of any nature whatsoever based on the information listed on the Site, including any inaccuracies.

In order to facilitate our ability to provide the Services to you, you agree to designate one or more points of contact with whom we may communicate who are authorized to communicate with us on your behalf and to bind you for all material purposes. We may request that your designated representative be replaced at any time in our sole discretion.

2. Termination Rights

You may cancel the Services and terminate this Agreement at any time on 30 days’ written notice to us. We may cancel the Services and terminate this Agreement and remove your listing from the Site at any time and for any reason, including for no reason. Among other things, we may terminate the Services and remove your profile from the Site for your failure to pay fees as they become due, upon the discovery of any actual or alleged misconduct by you, including any false or misleading information in your disclosures to us, any breach of this Agreement by you, any violation by you of any law, or any material misconduct by you, a material breach of any applicable offering or charter documents for any of your investment opportunities, or for any other similar reasons.

Upon the termination of the Services by either party, we will, in our sole discretion, delete your Member profile and all other information about you listed on the Site. We retain the right, however, in our discretion, to leave information about you listed on the Site, including after termination of the Services. Among other things, if we terminate the Services based on any actual or alleged misconduct by you, we may elect to notify investors of that misconduct, including through information posted on the Site.

We may, in our sole discretion and without notice, make changes to the Site and the Services. Among other things, we may modify the criteria we use to determine that a Member is “Verivest Verified” or “Verified Gold,” or the methodology used to verify Investor Capital Managed or track record information, or to report that your active opportunities are “Monitored,” change the format or nature of information presented on the site, revise the Code of Conduct or otherwise impose new or different requirements on Member behavior, change the nature of the background checks used to conduct due diligence of Members and their offerings, revise the methods we use to calculate and verify return information, and make any other changes we desire to the Site, to the Services, or to both.

Any changes we make to the Site or the Services may result in you no longer being a Verivest Verified or Verified Gold Member, or otherwise impact the information included on the Site about you and, if applicable, your offerings. You agree that we will not be liable to you for any losses or damages caused by any information on the Site or any changes to the Site or Services, regardless of the nature of those losses or damages, and including any damages to your reputation, any loss of investor interest in your opportunities, any interruption of your business operations, lost profits or opportunities, or any other losses or damages.

3. Pricing and Recurring Payments

By becoming Verivest Verified and having your profile listed on the Site, you are agreeing to pay Verivest’s then-current membership fee, as determined by us in our sole discretion, for as long as your profile remains on the Site as a Verivest Verified or Verified Gold listing. All fees are subject to change without advance notice. We may also elect in the future to charge additional fees, including for services previously included in the Services without charge. Any changes to our monthly pricing will become effective the first date of the calendar month immediately following the month in which the change is made. Any changes to our annual pricing will become effective for each Member paying on an annual basis at the beginning of the first month after the Member’s then-current annual listing period expires. Your sole remedy for any pricing increases or other revisions to our pricing and billing practices will be to terminate the Services and your use of the Site.

Members currently have the option of a selecting a monthly or annual membership, and of paying their membership fees monthly or annually. All fees are payable in advance and are fully earned and non-refundable when received by us. Termination of the Services for any reason by either of us does not give rise to any obligation by us to refund fees received prior to the date of termination.

The term of your agreement to purchase the Services from Verivest and use the Site will automatically renew on a monthly or annual basis depending on how you are billed, unless and until terminated by either party. Your credit card will automatically be charged the then-current rate, in advance, for the applicable listing fees at the beginning of your monthly or annual term of the Services, as applicable.

By entering into this Agreement, including through a click-through agreement or by your continuing use of the Site or the Services, you are authorizing us to charge the credit card or bank account provided for billing purposes according to the terms and conditions outlined in this Agreement and in any related payment processing agreement. You acknowledge and agree that this authorization will remain in effect until the Services are terminated, and you agree to notify us of any changes to your credit card or account information at least 15 days prior to your next billing date. By providing credit card or bank account information, you certify that the person providing it is an authorized user of the card or account and that you will not dispute any payments made consistent with this Agreement with your credit card company.

4. Recurring Background Checks and Code of Conduct

Each Member’s use of the Services and listing on the Site is contingent on the principals of that Member signing Verivest’s Code of Conduct and providing all required consents and authorizations to have a background check run every 12 months. Verivest Verified Members whose principals fail to comply with this requirement will have their “Verified” status revoked unless and until its principals have complied with this requirement. Similarly, a Member’s “Verified” status will be revoked if derogatory information appears on a principal’s background check that disqualifies the Member in any way from being Verivest Verified.

For purposes of this Agreement, a Member’s “principals” include each individual who either, directly or indirectly, (a) has the ability to control or bind the Member, or (b) owns 20% or more of the Member. You agree to provide us with documents and information reasonably necessary to identify each of your principals, as may be requested by us at any time while you are using the Services or have a profile listed on the Site.

5. Representations and Warranties

By entering into this Agreement, including by using the Site or the Services, you represent and warrant that all information you provide to us is accurate, complete, not false or misleading in any material way, and does not omit any facts or information needed to make the information disclosed accurate. Without limitation, you represent and warrant that all information you provide to us concerning you, your corporate structure, the identity of your principals and third-party service providers, financial information about you and the deals you have done previously, other elements of your track record, all return and other performance information, the amount of investor capital you manage, and all other information you provide to us is truthful, complete, and not misleading. You agree further that, if any of the information you provide to us becomes or is likely to become inaccurate, false, or misleading in any way, you will let us know as soon as practicable, and in no event within 10 business days, and cooperate with us to correct any potentially false or misleading information, including any information listed on the Site.

You represent and warrant further that your participation with and listing on the Site and use of the Services does not violate any applicable laws, rules, regulations, your Operating Agreement or other charter documents, or any other material contracts or agreements. Without limitation, you represent and warrant that you have all legal right and authority to engage in the business and transactions in which you are engaged, to make the information about you and your offerings that is included on the Site public, and to advertise any offerings listed on the Site to the public. You represent and warrant that the sale or solicitation of any sale of securities or real estate transactions facilitated by the Site or the Services complies fully with all securities laws and related regulations, including all laws and regulations relating to licensing, brokerage activities, and the promotion and sale of securities. You represent and warrant further that neither you nor any of your principals are precluded by any law, regulation, court or executive order, watch list, regulatory entity, or similar governing body from engaging in the business of selling securities or participation interests in real estate, or otherwise from engaging in the business involved in your listing on the Site and your participation in the Services.

6. No Professional Advice

Verivest is not a crowdfunding site, a Broker/Dealer, a law firm or CPA, or any other sort of enterprise that requires a professional license or that provides any legal, financial, investment, or similar professional advice that requires such a license in connection with your use of the Site. You acknowledge and agree that Verivest has not provided and will not provide you with any tax, legal, accounting or other professional advice in connection with your use of the Site and the Services, including the sale or any solicitation of securities using the Site, except pursuant to a separate written agreement between us. You are solely and exclusively responsible for ensuring that your use of the Site and the Services, including the listing of any investment opportunity on the Site and the sale or any solicitation of the sale of securities, fully complies with all applicable laws, rules, and regulations, including all securities laws and related regulations. You must consult with your own legal, financial, and other advisors concerning the implications and legality of using the Site, including the legality of listing any of the specific information included in your Member profile.

7. Indemnification

As a condition to your use of the Services and the Site, you agree to indemnify, defend and hold harmless Verivest and all of its affiliated entities, officers, directors, advisors, agents, representatives, employees and contractors, from and against any and all claims, liabilities, damages, costs or other expenses (including, without limitation, attorney fees) that directly or indirectly relate in any way to or arise out of (a) your use of the Services or the Site, (b) the sale or solicitation of any sale of securities using the Site (including any claims by investors who purchase securities from you where the sale was actually or allegedly facilitated in any way by the Site or the Services), (c) any information about or relating to you that is listed on the Site, (d) any false, inaccurate, or misleading information that you provide to us, (e) any breach by you of this Agreement or the general Terms of Service Agreement, including any breach of a representation or warranty that you make in this Agreement, and (f) any act or omission by you, including any illegal, negligent, fraudulent, reckless, or otherwise wrongful act or omission by you. The indemnity obligations included in this Agreement are in addition to the indemnity obligations included in the general Terms of Service Agreement.

8. Data Usage

You acknowledge and agree that we are entitled to include any data you provide to us about you or about your current and previous investments and other business activities in any aggregated information about the real estate investment market that we provide to the public, sell or otherwise transmit to third parties, including our affiliates, or otherwise use. Except in connection with your listing on the Site, however, we will not specifically identify you as the source of any information that we sell or distribute, attribute any specific performance data to you, or include any personally identifiable information in that data. You further acknowledge and agree that we are the sole and exclusive owners of, and can use, sell, and transmit in any way we elect, all information provided to us by investors and other users of the Site, including investors introduced to the Site by you. For additional information on our use of data, please refer to our Privacy Policy at https://verivest.com/privacy.

Copyright © Verivest LLC 2021

Verivest is not registered with the SEC or any similar state agency, is not an investment advisor and does not offer investment advice. Verivest does not (and cannot) recommend any of the sponsors or investment opportunities referenced on this site. All private investments involve risk and uncertainty, including lower than projected returns and a complete risk of loss of invested capital. Investors should conduct thorough due diligence and consult with qualified legal and financial advisors before making any investment decisions.