Verivest - Terms of Service

Latest update: January 2023

Terms of Service Agreement

IMPORTANT NOTE: As of early 2023, Verivest LLC and its affiliated entities (collectively, “Verivest,” “we,” or “us”) have materially altered our business model. These Terms of Service reflect those changes. Some services previously provided by Verivest are no longer offered, including manager directory listings, track record verification services, manager reviews, designations of managers as “Verivest Gold” or “Monitored,” Verivest’s white labeled investor portal product, and others. These discontinued products and services are no longer addressed in these Terms of Service. All parties’ rights and obligations with respect to discontinued services continue to be governed by the prior versions of the Terms of Service that were in effect when the services were accessed or used. Prior versions of these Terms of Service are available upon request. If you have any questions about whether our current or former Terms of Service apply, please contact us at support@verivest.com.

You should read this Terms of Service Agreement (this “Agreement”) carefully before accessing or using the website located at www.verivest.com (including all subdomains and related content, the “Site”) or any of Verivest’s related services, Verivest’s online investor portal (including manager profiles and access to open opportunities from the investment managers who use Verivest’s services), its fund and syndication administration services, its online fund builder product, its advisory services, and all related software tools, technology and related services (collectively, the “Services”). By accessing or using the Site or any of the Services, you are agreeing to accept and be bound by this Agreement. This Agreement constitutes a contract between you and Verivest, in addition to any other written agreements between us. This Agreement supersedes any prior Terms of Service relating to the Services or the Site.

This Agreement applies to all users of the Services, including investors who use the Services to research, make investments and manage their portfolios, and qualified issuers, managers, and investment managers who use the Site, including any of the Company's related online software products or the Services to create offering documents, make their offerings available to investors, administer their investment offerings, manage their relationships with current and prospective investors, or otherwise facilitate investments by investors in their investment opportunities, and all managers who engage Verivest to provide administration services (collectively, “Users,” each of which may be referred to in this Agreement as “you”). “Users” also include anyone else who accesses or uses the Site or the Services for any other reason.

By accessing, browsing or using 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 modifications to this Agreement constitutes your acceptance of the modified terms and conditions. If you do not accept this Agreement, you do not have permission to access, browse or use the Services or the Site, and your sole and exclusive remedy is to discontinue using them. As such, we strongly recommend that you periodically review this Agreement, which is available upon request or at https://verivest.com/terms. 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, revoke and terminate your right to use the Services or access the Site and may also entitle us to recover damages from you.

Privacy Policy and Data Usage

For information on how Verivest collects, uses, and discloses information obtained from its Users, please review our Privacy Policy, which is available at https://verivest.com/privacy. Your use of the Services indicates your consent to the data practices stated in our Privacy Policy.

Consistent with our Privacy Policy, 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 a manager’s profile page and opportunity listings on the Site, 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, other than User Content (as defined below), 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.

No Legal Advice, Investment Advice or Recommendations Provided; Securities Involve a High Degree of Risk

Verivest is not a law firm, registered broker-dealer, funding portal, or investment advisor, and does not conduct any activity that would require professional licensing or regulatory registration. Through its fund builder product and advisory services, Verivest offers business advice relating to setting up and operating real estate funds and syndications, but none of this advice is or should be construed as legal advice. ALL USERS ARE REQUIRED TO CONSULT WITH COMPETENT LEGAL COUNSEL AND FINANCIAL ADVISORS BEFORE OFFERING OR SELLING ANY SECURITIES OR REAL ESTATE INVESTMENT OPPORTUNITIES USING PRODUCTS CREATED BY OR IN COOPERATION WITH VERIVEST, INCLUDING THROUGH THE FUND BUILDER PRODUCT.

Similarly, Verivest does not (and cannot) offer any investment advice and it does not recommend or endorse any of the managers or investment opportunities who use the Services, including any syndications or funds created through the use of Verivest’s Fund Builder product, or who may be referenced or advertised in any manner on the Site. By allowing managers to use Fund Builder to create a syndication or a fund and to list open investment opportunities on their profile pages within the Site, Verivest is not recommending investing in any one or more of those opportunities—it is allowing managers to provide the information solely to make accredited and otherwise qualified investors aware of potential opportunities. ALL INVESTOR USERS MUST CONDUCT THEIR OWN DUE DILIGENCE AND SHOULD CONSULT WITH COMPETENT LEGAL AND FINANCIAL ADVISORS BEFORE INVESTING IN ANY OPPORTUNITIES OR WITH ANY MANAGERS THEY MAY FIND ON THE SITE.

None of the securities and real estate investment opportunities described on the Site have been registered under the Securities Act, and all are being advertised by their respective sponsor or manager in reliance on certain exemptions provided in of Section 4(2) of the Securities Act and Regulation D, Rule 506, and Regulation S, promulgated under the Securities Act. Securities and real estate investment opportunities sold through private placements, including those listed on the Site, are restricted and not publicly traded, and are therefore illiquid. All private investments, including those listed on the Site, involve risk and uncertainty, including lower than projected returns and a complete loss of invested capital. The investment opportunities identified on the Site are intended solely for experienced, qualified investors. Investors who cannot afford to lose their entire investment should not invest in private offerings like those listed on this Site.

Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on the Site, and Verivest is not registered with or subject to the supervision of any of those entities.

Fund Builder Product

Verivest’s fund builder product is an online Service that allows Users to provide information about one or more real estate investment opportunities through an online questionnaire and similar tools. The information provided by Users is used to populate Verivest’s proprietary, lawyer-drafted form offering documents (the “Forms”) with business information and terms specific to the User’s real estate asset-based investment opportunities, and generate a set of offering documents that the User can use to market and sell investments in the User’s opportunities. The fund builder process also generates information needed to populate a manager’s profile page on the Site, including information about a manager’s open opportunities.

Throughout the fund builder process, Verivest provides Users with guidance and advice concerning various business issues and considerations relating to real estate investment opportunities, such as industry standards, general investor preferences, and related issues. None of this advice is or should be considered legal advice. Prior to using the offering documents generated through the fund builder product, Users are required to have competent securities counsel review the documents, ensure that any sale of securities and investment opportunities by the User using the fund builder documents will not violate applicable securities laws or regulations, and otherwise ensure compliance with all applicable laws and regulations.

VERIVEST EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE FORMS AND OTHER MATERIALS OR ADVICE PRODUCED THROUGH ITS FUND BUILDER PRODUCT ARE SUFFICIENT TO COMPLY WITH SECURITIES AND OTHER LAWS AND REGULATIONS, AND USERS ARE REQUIRED TO CONFIRM LEGAL COMPLIANCE WITH COMPETENT SECURITIES COUNSEL BEFORE USING THE DOCUMENTS GENERATED BY OR TAKING ANY OTHER ACTION BASED ON THE FUND BUILDER PROCESS. BY USING THE FUND BUILDER PRODUCT, YOU AGREE NOT TO HOLD VERIVEST LIABLE, AND TO INDEMNIFY AND HOLD VERIVEST HARMLESS FROM, ANY AND ALL LIABILITY OR DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF DOCUMENTS GENERATED BY OR ANY OTHER ACTION TAKEN BASED ON THE FUND BUILDER PRODUCT.

Administration Services

Users who engage Verivest to provide administration Services, including Users who receive administration Services as part of Verivest’s fund builder product offering and Users who engage Verivest separately through an off-line written proposal process, will be subject to the following terms and conditions concerning those Services, unless otherwise agreed in writing by Verivest. Any services not expressly identified below are the User’s responsibility and will not be provided by Verivest except pursuant to a separate written agreement between User and Verivest.

To the extent purchased from Verivest by a User, and to the extent applicable to each User’s offering, Verivest’s administration Services are limited to the following activities and services performed by Verivest:

ACCOUNTING AND BOOKKEEPING

Set up a shared online folder, and populate with standard folder structure for assets, banking, corporate documents, financials, investors, offering documents, policies, and tax and audit information.
Create a dedicated distribution list for User to use to communicate with Verivest.
Create an asset and investor register (“accounting schedules”) to be maintained by Verivest.
Set up each entity for which administration services are being provided (each, an “Entity”) on QuickBooks Online, including creating user accounts and setting up the Chart of Accounts.
Review all bank account activity regularly against supporting documentation to ensure all transactions have sufficient backup, as determined by Verivest.
Follow up with User regarding any outstanding bank transactions for which Verivest has not received appropriate backup.
Enter all bank account and credit card activity bi-monthly into the Entity’s general ledger and update accounting schedules accordingly.
Perform a period-end closing reconciliation of the Entity’s bank account(s), based on the frequency agreed to with the User.
Generate period-ending reports and schedules, and produce Verivest’s standard financial statement package, at period-end.

Verivest will deliver a financial statement package based on the timeline agreed on at the commencement of the engagement.
The standard financial package includes Balance Sheet, Income Statement and Trial Balance and supporting files. Reporting and analysis files outside of the standard financial package will be subject to additional fees.

Calculate management fees and carried interest waterfall per the Entity’s offering documents for each reporting period.
If applicable, calculate unit price at the same interval that subscriptions occur.
Prepare an annual tax and audit package, which includes a year-end financial statement package, other supporting schedules, a capital account reconciliation, and investor demographic data for the Entity to provide to its tax preparer.

Verivest will provide the standard information that Verivest generates in the completion of the services rendered as part of this agreement to the Entity’s tax preparer and audit firm (if any) for the preparation of K1s or for an audit. No customized schedules will be produced.
For Entities subject to an annual audit, five Verivest hours per year are allotted for audit support, which includes audit inquiries, file reformatting, other analysis, or data consolidation. Any audit support time in excess of five hours will be billed at Verivest’s then-current hourly rates.

INVESTOR SERVICING

If applicable, generate and issue investor capital call statements and subscribe each investor’s contribution into the books and records of the Entity. Verivest requires three business days’ notice for preparation of capital call statements.
Maintain a register of the Entity’s investors, including (as applicable) name, contact information, capital balance, membership units or capital commitments and percentage interests, and ERISA categorization.
Where applicable, calculate note holder interest, preferred return, and any distributable cash, return of capital and period-end investor capital account balance in accordance with each Entity’s operating agreement or limited partnership agreement.
Process investor distributions according to the Entity’s offering documents, subject to User approval.
Process investor redemptions (if applicable) in accordance with the Entity’s offering documents, subject to User approval.
Provide User with an investor distribution report, NACHA file and checks for User to use to disburse the approved amounts to investors and User accordingly.
Based on the reporting period agreed to by Verivest and the User, prepare investor capital account statements and publish on the Verivest investor portal, upon approval from the User. Verivest will not upload documents to external portals. If the User’s investors do not use the Verivest portal, investor capital account statement will be provided to the manager to distribute to investors. Provide an ERISA compliance report no more frequently than quarterly to enable User’s obligation to monitor ERISA limitations.
Generate year-end investor capital account balance for the Entity to provide to its tax preparer to validate and produce K-1s for investors.
If engaged, Verivest will produce applicable 1099-INT and NEC tax forms.
Upload applicable 1099 tax forms and K-1s produced by the User’s tax preparer to Verivest’s investor portal for investors to access. Verivest will not upload documents to external portals.

ACCOUNTING ASSUMPTIONS

The fund administration and investor services described above are subject to the following accounting assumptions.

Financial Reporting –

Unless otherwise agreed to, all financial reporting, including distributions and, where applicable, capital calls, subscriptions and redemptions for open ended funds will be on a quarterly basis.
For closed ended funds subject to rebalancing upon admitting additional investors into the fund, rebalancing will be limited to year-end and not exceeding two rebalances. Time incurred on rebalances in excess of two will be billed at Verivest’s standard hourly rate.‍
Cash and Bank transactions –

Verivest will be provided with read-only access to bank accounts.
Backup for all bank transactions will be provided to Verivest weekly by uploading to a Verivest directed site – best practice is not to wait until month end.
For open ended funds, separate bank accounts will be maintained for subscription and operating bank accounts.

Property financial records –

Property level accounting is excluded from the scope of services
Any property level transactions will be recorded in bank accounts and general ledgers that are separate from the accounts and ledgers for the Entity Verivest is administering.
Any property financial statements will be provided no more frequently than quarterly and will include balance sheet, income statement and trial balance only.
Property financial statements should not be modified after they are provided to Verivest to prepare Entity financial statements. Subsequent quarter opening balance sheet should agree to prior quarter property financial statement closing balance sheet.
The User will review property level financial statements for completeness and accuracy before providing them to Verivest.

Loan Servicer reports –

Loan servicing is excluded from the scope of administration services.
Third party or internally produced loan servicer reports shall contain the appropriate level of detail to track and account for individual loan activity.
The User will review loan servicer reports for completeness and accuracy before providing them to Verivest.

Investor Distributions –

Verivest will prepare distribution files and NACHA files and provide them to the User, but will not be responsible for authorizing banks to release cash.
The User will review and approve distribution files and NACHA files to confirm that the investor banking details are accurate and current before providing the files to the bank for processing.
Other than distributions to investors, cash disbursements to external or internal parties are out of scope.

Other –

Unless otherwise agreed to, Verivest’s pricing proposals for administration services assume that no more than five of an Entity’s investors will have side letters. Side letters in excess of this threshold will be subject to additional costs.
Tax services are out of scope; Verivest does not produce K1s.
Any compliance reporting or testing is out of scope including, for example, REIT compliance testing.

USER RESPONSIBILITIES

Each User who engages Verivest to provide administration services acknowledges and agrees that it is ultimately responsible for the proper administration of the Entity. Among other things, each User is responsible for reviewing and confirming the accuracy of any information provided to the Entity or its investors. Each User also acknowledges and agrees that Verivest’s ability and obligation to provide the services identified above is contingent on Client’s timely, accurate and sufficient performance of each of the following responsibilities:

Provide any amendments to an Entity’s offering documents within five business days after the documents are amended, and provide documentation supporting User’s interpretations of all offering documents as it pertains to calculating financial statements, distributions, and other items relating to Verivest’s services. Verivest may, at its discretion, provide input into those interpretations, but the final decision must be made by the User and be acceptable to Verivest in its sole discretion. Verivest retains discretion to reject any request for Services and to terminate any existing agreement to provide administration Services if a User insists on an interpretation that Verivest does not accept or that is incompatible with Verivest’s systems and processes. Among other things, Verivest may refuse to provide administration Services if amendments to the Entity’s offering documents, including documents generated through the Fund Builder process, deviate from Verivest’s standard Forms.
Provide read-only bank access to Verivest for any and all associated bank accounts in order for accounting and bookkeeping services to be completed. Promptly notify Verivest of any changes to bank accounts, including providing read-only access to any additional accounts.
Provide complete investor information and timely updates to Verivest as new investors are subscribed. Complete investor information will include, but may not be limited to, entity/account type (i.e., Individual, Joint, IRA, Entity or Trust), accurate tax identification information (SSN/TIN/EIN), email and mailing addresses, investment amounts, and investment class (if applicable).
Accept responsibility for ultimately ensuring that all investor subscription activity complies with all applicable laws and regulations, including laws and regulations relating to AML, KYC, and accreditation verification.
Provide timely and accurate backup for all transactions reflected in the Entity’s bank accounts.
Provide a point of contact for inquiries, interpretations, data requests, document review, and other actions as may be required for completion of Verivest’s services. If Verivest cannot perform services due to a User’s unresponsiveness, those services shall be deemed to have been completed and any associated fees will be deemed as earned by Verivest. If additional rework is required as a result of delays in the User providing accurate and sufficient information, rework will be charged at Verivest’s standard hourly rate.
Accept responsibility for ensuring the accuracy of all information and data provided to Verivest. Rework due to data errors, inaccurate reports, or restatements will result in Verivest incurring additional time which will be billed at Verivest’s standard hourly rates.
User will not alter or restate prior period financial statements without notification and acceptance by Verivest. Prior period restatements alter the underlying investor capital accounts and current financial statements, impact accuracy, and increase additional workload to restate work already completed for prior periods. Any rework time as a result of restatement will be subject to hourly billing at Verivest’s standard rates.

It is each User’s sole responsibility to provide Verivest with correct information concerning that User’s operations, including all information needed to provide the Services, and to do so in a timely manner. Verivest shall be entitled to rely on all such information and representations as factually true and not misleading, without further investigation or diligence. The representations made within any documents produced by Verivest shall be derived from the documentation and materials provided by User to Verivest, and are the sole responsibility of User.

You acknowledge and agree that Verivest’s accounting and other methodologies are not the only methodologies that could be used to provide the Services, and that different results could be achieved using other methodologies. Each User remains fully responsible at all times for the content of any communications with that User’s investors and clients, including communications relating to financial performance and results. It is the User’s complete and exclusive responsibility to comply with all requirements established under all federal and state securities laws, rules, and regulations. It is also each User’s responsibility to ensure that all communications with its investors and clients and other actions taken by User are in full compliance with all applicable laws. Verivest does not warrant or guarantee, expressly or implicitly, the accuracy of any information provided to User or its investors or clients.

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Verivest may terminate its administration services for any User at any time and for any reason, including no reason, on 60 days’ notice to the User, or on any shorter time period identified in these Terms of Service. Subject to the early termination provisions described in the Pricing section below, User may terminate the administration services at any time on no less than 90 days’ written notice to Verivest.

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Online Investor Portal

Verivest’s online investor portal is an on-line investor management solution that allows Users, including Users who obtain access to the portal through the fund builder process, to interact with current and prospective investors, provide them information about a manager and that manager’s open investment opportunities, and provide ongoing investor reporting and other relationship management tools. Any use of Verivest’s investor portal is subject to the following terms and conditions:

SERVICES RELATING TO INVESTOR PORTAL

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Verivest will perform the following administration functions on behalf of each Entity using Verivest’s online investor portal at User’s request and subject always to User’s final approval of all actions taken, all for the specific purposes for which the Entity has been formed:

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To the extent not done automatically, work with User to setup Entities in the investor portal.
Provide Verivest’s standard training to User on the Software.
Onboard investors via the investor portal, including AML/KYC verification and investor accreditation, if required (additional fees apply). Verivest only provides accreditation and identity verification services for investors onboarded through the portal’s investment flow. These services are not provided for investments executed outside of the portal.
Use commercially reasonable efforts to help onboard investors, including completion of all IRA custodian paperwork, if required (additional fees apply).
Import investors and their holdings to the platform, for those investors not onboarded via the investor portal (additional fees apply).
Provide ongoing support to investors in accessing and utilizing the investor portal.
Provide ongoing support to investors and Users in maintaining investor account information in the investor portal.

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USER RESPONSIBILITIES

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User acknowledges and agrees that its use of the investor portal and Verivest’s ability and obligation to provide the Services identified above in connection with the User’s use of the investor portal is contingent on User’s timely, accurate and sufficient performance of each of the following:

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User will provide complete investor information and timely updates to Verivest as new investors are subscribed. Complete investor information will include, but may not be limited to, entity/account type (i.e., Individual, Joint, IRA, Entity or Trust), accurate tax identification information (SSN/TIN/EIN), email and mailing addresses, investment amounts, and investment class (if applicable).
User is ultimately responsible for ensuring that all investor subscription activity complies with applicable laws and regulations, including laws and regulations relating to AML, KYC, and accreditation verification.
User will provide a point of contact for inquiries, data requests, document review, and other actions as may be required for completion of Verivest’s services. If Verivest cannot perform services due to lack of responsiveness from the User, those services shall be deemed to have been completed and any associated fees will be deemed as earned by Verivest. If additional rework is required as a result of delays in the User providing accurate and sufficient information, Verivest will charge for the rework at its ordinary hourly rates.
User is responsible for ensuring the accuracy of all data provided to Verivest. Rework due to data errors, inaccurate reports, or restatements caused by User will result in additional fees billed at Verivest’s then current hourly rate.

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Any Services not expressly identified above are User’s responsibility and will not be provided by Verivest except pursuant to a separate written agreement between User and Verivest.

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PROFILE PAGES, “VERIVEST VERIFIED,” TRACK RECORD INFORMATION

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Each manager User is ultimately responsible for the content of that manager’s profile. Some of that content is posted by Verivest based on information provided by the manager and some of it may be edited directly by the manager. Verivest, however, retains all rights to edit or delete any content on the Site in its sole discretion. Verivest makes no independent effort to confirm the information in a manager’s profile, including information available to Users on the Site.

BY INCLUDING PROFILE PAGES IN THE ONLINE INVESTOR PORTAL, IDENTIFYING A MANAGER AS “VERIVEST VERIFIED,” LISTING AN OPEN OPPORTUNITY ON THE SITE THROUGH THE MANAGER’S PROFILE, AND BY PROVIDING THE OTHER SERVICES VERIVEST PROVIDES THROUGH THE SITE, VERIVEST IS NOT ENDORSING OR RECOMMENDING ANY MANAGER OR ANY SPECIFIC OPPORTUNITY, AND VERIVEST EXPRESSLY DENIES AND DISCLAIMS ANY IMPLICATION TO THE CONTRARY.

A manager’s profile page may indicate that the manager is “Verivest Verified.” This designation indicates that the manager has met the following criteria:

All principals (everyone with a 20% or greater ownership interest in or who is an executive with any level of ownership even if below 20% who is actively involved in the operation of the business) of the manager’s primary operating entity and any related entities selected by Verivest in its sole discretion have executed Verivest’s Code of Conduct;
The same principals have authorized Verivest to conduct a background check on them annually as part of membership renewal;
Verivest has retained a third party to conduct an initial background check on each principal, and the results of that background check are consistent with the following:

No lawsuits involving allegations of fraud or similar misconduct made by investors that have not been resolved in the principal’s favor;
No regulatory sanctions in the past seven years; and
No felony criminal convictions in past seven years.

If any bankruptcy petitions during the past seven years are discovered during the background check, they are noted on the manager’s profile; and
The manager has paid the applicable background check fees

By identifying a manager as “Verivest Verified,” Verivest represents and warrants only that it believes, based on its reasonable, good faith efforts, that the criteria stated above have been met. Verivest uses good faith efforts to track each Verified manager’s obligation to update their background checks on at least an annual basis, and to update its designations of the manager’s profiles if this requirement is not met. Verivest does not, however, guarantee that these updates will occur annually in a timely manner or at all, and there is some chance that Verivest may not have completed a new background check for managers designated as Verified more than one year previously. Verivest attempts to minimize such situations but cannot represent that every Verivest Verified manager is completely up to date 100% of the time.

All information included in a manager User’s profile is provided by the manager, and Verivest makes no representation or warranty that information contained on the Site is accurate or complete. Verivest disclaims all other representations and warranties, express or implied. IT IS ENTIRELY POSSIBLE THAT A VERIVEST VERIFIED MANAGER HAS FAILED TO PROVIDE INFORMATION THAT MAY BE NEGATIVE, HARMFUL, OR OTHERWISE CONTRARY TO REPRESENTATIONS MADE ON THE SITE.

Although Verivest does not currently provide track record verification services, it previously did. Some managers who previously had their track records verified by Verivest may still indicate on their profile page that certain elements of their track record have been verified. For those specifically identified elements of a manager’s track record only, a designation that Verivest has verified that information means only that, in exchange for an agreed upon fee, Verivest has taken what it believes to be reasonable, good faith efforts sufficient to determine that the designated information is accurate using sources and materials that Verivest believes to be reasonably reliable. For more information about the steps Verivest may have taken to verify track record information, please contact us at support@verivest.com.

Verivest does not (and cannot) represent or warrant that any information it has verified about a manager’s track record is 100% accurate or complete. While Verivest attempts in good faith to achieve a reasonable level of certainty that the reported information it verifies is accurate and complete, it is entirely possible that the information it relies upon in its verification process is inaccurate or potentially even fraudulent. Reasonable people may also disagree about the level of certainty or proof that should or is able to be achieved for reported track record information to be considered “verified,” and they may also disagree about how to appropriately calculate or represent certain information like reported returns.

OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES ABOUT WHAT VERIVEST DOES TO VERIFY A MANAGER’S TRACK RECORD THAT ARE CONTAINED IN THESE TERMS OF SERVICE, VERIVEST EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES ABOUT TRACK RECORD INFORMATION CONTAINED ON THE SITE. VERIVEST’S REVIEW OF A MANAGER’S TRACK RECORD SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR DOING COMPLETE DUE DILIGENCE ON A MANAGER BEFORE PURCHASING ANY SECURITIES FROM OR OTHERWISE INVESTING WITH THAT MANAGER USER. ALL USERS MUST CONDUCT THEIR OWN INDEPENDENT DUE DILIGENCE AND SHOULD CONSULT WITH THEIR OWN LEGAL AND FINANCIAL ADVISERS BEFORE MAKING ANY INVESTMENT WITH A MANAGER USING THE SITE OR THE SERVICES.

Managers using Verivest’s online investor portal can include open opportunities on their profile pages on the Site. By listing an opportunity in their profile or engaging Verivest for administration services, each manager User agrees to allow Verivest to share the names, mailing addresses, telephone numbers, email addresses, and any similar contact information of all investors in that offering with other investors in the same offering, including upon the request of any of the other investors if Verivest believes that the request is made in good faith for a good reason, such as a need to take collective action to enforce a manager’s obligations with respect to the offering. The information we may share in this context includes all information we receive about investors in each offering, including information provided to us by the manager of that offering and information provided directly by each investor.

Investment opportunity overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities that have been written and provided by the manager User listing that opportunity—not by Verivest. Verivest makes no attempt to confirm the information contained in those summaries, which are intended for informational purposes only and do not purport to be complete. Each summary is qualified in its entirety by reference to the more detailed discussions contained in the applicable investor offering documents that will be provided solely by the manager User posting that information. The information about open opportunities that is available on the Site does not take into consideration any specific User’s investment requirements or financial situation, and potential investors should consult with their own professional tax, legal and financial advisors before making any investment.

IN ADDITION TO THE MORE GENERAL DISCLAIMERS CONTAINED ELSEWHERE IN THESE TERMS, VERIVEST EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATING TO THE PERFORMANCE OF ANY INVESTMENT OPPORTUNITIES DESCRIBED ON THE SITE. THE MANAGERS OFFERING INVESTMENT OPPORTUNITIES ON THE SITE ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR THE REPRESENTATIONS ON THE SITE ABOUT THE OPPORTUNITIES BEING PRESENTED. LISTING AN OPEN OPPORTUNITY ON THE SITE DOES NOT CONSTITUTE AN ENDORSEMENT OR RECOMMENDATION OF THE MANAGER OFFERING THAT OPPORTUNITY OR OF THE OPPORTUNITY ITSELF. VERIVEST UNDERTAKES NO OBLIGATION TO UNDERWRITE, APPROVE, OR REVIEW ANY LISTED OPPORTUNITY OR ANY INFORMATION CONTAINED THEREIN. ALL INFORMATION ABOUT AN OPEN OPPORTUNITY THAT IS INCLUDED ON THE SITE IS PROVIDED BY THE MANAGER, AND THE MANAGER IS SOLELY AND EXCLUSIVELY LIABLE FOR ANY ERRORS OR OMMISSIONS IN THAT LISTING. VERIVEST SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES ABOUT ANY OF THE OPEN OPPORTUNITIES LISTED ON THE SITE OTHER THAN THE EXPRESS REPRESENTATIONS INCLUDED IN THESE TERMS OF SERVICE.

Verivest may reject any request to list an open opportunity on the Site in its sole discretion.

Advisory Services

Verivest may agree to provide advisory and consulting services in addition to the Services available through the Site. Among other things, Verivest currently offers the following four advisory products: 1) PPM Review; 2) Ongoing Fund Coaching; 3) New Fund Consultation; and 4) Fund Creation. The scope of services involved in each of these products is described below. We may also agree to provide additional types of advice and consultation in exchange for agreed upon fees. The scope, pricing, and other specific terms and conditions of each such advisory engagement will be agreed upon by the User and Verivest. In addition to those agreed upon terms, the following terms and conditions apply:

Verivest’s advisory services include guidance and advice concerning various business issues and considerations relating to real estate investment opportunities, such as industry standards, general investor preferences, and related issues. None of this advice is or should be considered legal advice.
Prior to using any offering documents or other materials delivered to a User in connection with Verivest’s advisory services or otherwise reviewed by Verivest, or to sell securities or investment opportunities based on advice received during that process, each User is required to consult with competent securities counsel, have them review the documents, ensure that any sale of securities by the User using the materials delivered or reviewed in connection with the advisory services will not violate applicable securities laws or regulations, and otherwise ensure compliance with all applicable laws and regulations.
Verivest retains all copyrights in and to materials created by Verivest and delivered to a User in connection with Verivest’s advisory services, including the right to reuse, resell, license, and create derivative works of those materials.
Except as expressly agreed by Verivest in writing, your license to use any materials provided to you in connection with an advisory engagement is limited to the license rights granted in the Intellectual Property section of this Agreement, and is specifically limited to using those materials in connection with project or entity you have hired Verivest to help you form.
All fees for advisory services are fully earned on receipt and non-refundable.
Unless otherwise agreed, it is expected that all project-specific advisory Services will be provided over a period not to exceed three months. If the timeline extends beyond this period for any reason (other than due to Verivest delays), Verivest reserves the right to request additional compensation to continue in its consulting role with the User.
VERIVEST EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT ACTIONS DISCUSSED OR RECOMMENDED BY IT COMPLY WITH SECURITIES AND OTHER LAWS AND REGULATIONS, AND ALL USERS ARE REQUIRED TO CONFIRM LEGAL COMPLIANCE WITH COMPETENT SECURITIES COUNSEL BEFORE RELYING ON ANY ADVICE FROM VERIVEST OR USING DOCUMENTS AND OTHER MATERIALS DELIVERED TO A USER IN CONNECTION WITH AN ADVISORY ENGAGEMENT.

PPM REVIEW

For Users who engage Verivest to conduct a PPM Review, Verivest will provide the following services:

Verivest will schedule a 30-minute kickoff call with a senior member of Verivest’s team, usually an executive, with expertise relevant to the User’s engagement (a “Subject Matter Expert”) to discuss the scope and desired results of the engagement;
Verivest’s Subject Matter Expert will review the placement memorandum or similar document provided by User for review in .doc or similar format, and provide User with written comments and feedback for further discussion;
Verivest will schedule a 1-hour call for the User and the Subject Matter Expert to discuss the feedback provided and any additional User questions;
User will be solely responsible for incorporating any desired revisions to the documents reviewed and for obtaining final legal advice and approval concerning Verivest’s input; and
If requested by User, Verivest will schedule a final, 1-hour follow-on call with User and, if desired, User’s legal counsel to discuss any issues raised during the course of the PPM review.

ONGOING FUND COACHING

For Users who engage Verivest for Ongoing Fund Coaching, Verivest will make a Subject Matter Expert available for up to 90 minutes per month for at least three months of telephone consultation, subject to a 30-minute, per-call minimum, concerning any issues relevant to User’s fund or syndication offerings. The User will identify the topics to be discussed on each call in advance to enable Verivest to identify the appropriate Subject Matter Expert for the call. Verivest will provide business advice, feedback and opinions concerning the topics discussed. Ongoing Fund Coaching does not include any document creation or review by Verivest. After the initial three month minimum term, User may cancel the Ongoing Fund Coaching service at any time with one full month notice of termination.

NEW FUND CONSULTATION

For Users who engage Verivest for New Fund Consultation, Verivest will make a Subject Matter Expert available for two 1-hour calls to discuss a potential new product offering by User. Verivest will provide User a written questionnaire concerning the potential fund User is planning to launch in advance of the first call. Based on that questionnaire and information provided during the calls, Verivest will provide business advice, feedback and opinions concerning User’s potential product offering, including viability, size, economic structure, asset model, duration, term, open vs. closed-ended, net asset value (NAV) calculation, capital call features, tax and ERISA considerations, exemption options and implications, and many other aspects of structuring and managing a pooled investment fund, with an intent to assist User in making an education “go/no-go” decision. New Fund Consultation does not include any document creation or review by Verivest. If, however, User engages Verivest for a Fund Creation advisory services project within 45 days after a New Fund Consultation project (excluding using our online Fund Builder), Verivest will provide User a credit against the applicable fees for the Fund Creation project in an amount equal to 50% of the fees paid by User for the New Fund Consultation engagement.

FUND CREATION

Users may engage Verivest to provide advice and consultation regarding the formation a pooled fund opportunity, including, for example, when the User desires to employ a structure that is more complex than the structures then available through our Fund Builder product. Except as otherwise agreed by Verivest and the User, a Fund Creation project will be limited to the organization, structuring, and creation of a term sheet (a “Term Sheet”) for a proprietary pooled investment fund (the “Offering”) for User. The User will be responsible for making any desired changes to and finalizing the Term Sheet, any financial modelling needed to evaluate the Offering’s structure, engaging competent securities counsel to review the Term Sheet and draft appropriate offering documents, and taking all other steps necessary to launch, capitalize, and operate the Offering. The specific steps in the Fund Creation engagement involved in creating the Term Sheet will be limited to the following:

Providing User a questionnaire intended to identify User’s goals, objectives, and initial thoughts about the Offering (the “Questionnaire”).
Scheduling and holding a one-hour kickoff call during which a Subject Matter Expert will discuss the Questionnaire, as well as User’s desired asset model, strategy, and other material terms of the Offering in more detail. Some of the topics that may be discussed during this call include Verivest’s non-legal advice about the following:

General structure of the Offering and the key entities involved
Offering economics, including fees and expenses
Capital raising considerations

Duration of the Offering, including investment and divestment periods

Governance arrangements and managing conflicts
US regulatory considerations, including federal and State securities laws and other laws affecting the formation and operations of the Offering
Relevant tax and ERISA considerations
The selection of service providers (securities counsel, administrators, auditors, brokers, marketing and communications firms, etc.)
Marketing strategies and distributions channels

Based on the kickoff call and the Questionnaire, Verivest will create a draft Term Sheet for User to review. We will then hold a second one-hour call to review the Term Sheet and answer any questions about it. User will be solely responsible for making any revisions to the Term Sheet based on its review or the parties’ second call. In addition to revising its draft Term Sheet, User will engage competent securities counsel to finalize the Term Sheet, draft any offering documents needed to launch the Offering, make any required securities filings, and take all other steps needed to take the Offering to market. Verivest can suggest or refer potential securities counsel to User upon request.
Prior to launching the Offering, User may schedule a third and final one-hour call to discuss the structure of the Offering and any questions about the Offering. If desired, User’s securities counsel may participate in that call.
Other than the business structuring and advisory services expressly described above, or as otherwise agreed by the parties in writing, User will be solely and exclusively responsible for any and all other activities needed to finalize and launch the Offering.

Pricing and Payment

Current pricing for many of the Services, including pricing for Verivest’s fund builder product offerings, is available on the Site. Other pricing, including pricing for administration and advisory Services, is available from Verivest upon request, and will be provided in the form of a written proposal. By accessing and using the Site or the Services, you are agreeing to pay the fees for the Services selected, including all passthrough costs described in the online description of fees or in any proposal. Except as otherwise agreed, 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 without charge in the Services. Any changes to monthly pricing will become effective the first date of the calendar month immediately following the month in which the change is made. 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.

For administration services, Verivest agrees to provide Users 60 days’ written notice of any pricing increases. Upon notice of a pricing increase for administration services, Users will have a one-time right to terminate their agreement for administration services within the 60-day notice period by providing Verivest with written notice of termination.

Pricing for some of Verivest’s Services is contingent on a minimum term of Services. Among other things, the pricing for Verivest’s fund builder product is based on a commitment to use Verivest’s administration Services for the life of the offering created using that product. If a User terminates Verivest’s administration Services for an offering created using fund builder prior to the dissolution of the primary Entity used in that offering, the User will pay Verivest a termination fee in an amount described below. If the Entity is dissolved, either because the offering never successfully closes, or because the offering goes full cycle, no termination fee will be due. If the User otherwise terminates administration services for an offering created using fund builder within the first 36 months of the offering, the termination fee will be an amount equal to the amount that would be due for the rest of the initial 36 months of the offering. If the User terminates administration services after 36 months, the termination fee will be an amount equal to 12 times the User’s monthly administration fee. Any termination fee is due and payable in full within 30 days after an early termination of Services.

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.

BY ENTERING INTO THIS AGREEMENT, INCLUDING THROUGH A CLICK-THROUGH AGREEMENT, BY ACCEPTANCE OF A WRITTEN PRICING PROPOSAL, OR BY YOUR CONTINUING USE OF THE SITE OR THE SERVICES, YOU ARE AUTHORIZING US TO CHARGE THE CREDIT CARD OR BANK ACCOUNT YOU PROVIDE TO US FOR BILLING PURPOSES ACCORDING TO THE TERMS AND CONDITIONS OUTLINED IN THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT THIS AUTHORIZATION WILL REMAIN IN EFFECT UNTIL THE SERVICES ARE TERMINATED OR ENDED, 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.

Intellectual Property Rights and Ownership; Software License

Verivest and its licensors retain sole and exclusive ownership of the Software and other intellectual property used to provide the Services and operate the Site. Without limitation, this intellectual property includes (i) all software, computer code, and similar intellectual property used to provide the Software and the Services, (ii) the visual interfaces, graphics, designs, systems, methods, information, “look and feel,” organization, and all other content used to provide the Services or available on the Site, other than User Content, (iii) all Forms used to create offering documents through Verivest’s online fund builder product, and (iv) any documents or other materials provided to Users as the result of advisory or consulting Services (which, for purposes of this Agreement, are considered “Forms” and are subject to the same terms and conditions applicable to Forms created using the fund builder product).

Contingent on your compliance in full with your obligations under this Agreement and any other agreements you may have with Verivest, including any agreement to pay for the Services, Verivest grants you a limited, revocable license to access and use the Services, the Sofware, and the Site for the limited purposes of researching, making and managing investments with authorized Users who are lawfully using the Services, creating, marketing and selling investment opportunities to and managing your relationships with investors who are authorized Users lawfully using the Services consistent with this Agreement, and any other use of the Services authorized by Verivest. Verivest may revoke the licenses granted in this Agreement, in whole or in part, at any time and for any reason or for no reason.

YOUR LICENSE TO USE VERIVEST’S WORK PRODUCT IS A LIMITED, REVOCABLE LICENSE TO USE THE SOFTWARE AND THE FORMS AND OTHER DOCUMENTS CREATED BY OUR FUND BUILDER PRODUCT OR THROUGH AN ADVISORY ENGAGEMENT FOR THE SPECIFIC INVESTMENT OPPORTUNITY YOU HAVE PAID VERIVEST TO HELP YOU CREATE AND MANAGE. ALL SUBSEQUENT AND RELATED OPPORTUNITIES REQUIRE YOU TO PURCHASE AN ADDITIONAL FUND BUILDER OR OTHER ENGAGEMENT WITH VERIVEST. YOU MAY NOT COPY, RE-USE, SELL, OR SUBLICENSE THE FORMS OR ANY OTHER DOCUMENTS RECEIVED FROM VERIVEST TO ANY OTHER ENTITY OR USE THEN FOR ANY OTHER OPPORTUNITY.

To the extent you provide any material to be displayed using the Services, including any material displayed on or accessible through the Site (“User Content”) you retain ownership of that User Content, but grant Verivest an unlimited license to use that User Content for the purpose of operating the Site and providing the Services. Without limitation, User Content may include text, graphics, charts, information, images, articles, reports, presentations and other material, as well as names, logos, trademarks and service marks. Nothing in this Agreement or any use of User Content consistent with this Agreement shall constitute a waiver of any trademark, copyright or other intellectual property rights by you or by us. Verivest reserves the right to enforce its intellectual property rights to the full extent of the law.

Restrictions on Use

By accepting the terms of this Agreement through your use of the Site, the Services, or both, you certify that you are 18 years of age or older. If you are under the age of 18, you may not use or access the Site or the Services.

The Services and the content of the Site may not be copied, displayed, distributed, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, reverse engineered, used to create a derivative work or otherwise used for public or commercial purposes without the express written consent of Verivest in each instance. Our prior express written consent is required for (i) any resale or commercial use of the Services; (ii) any derivative use of the Site or of the Services, or any portion thereof; (iii) any use of automated programs, data mining, robots or other data gathering and extraction tools in connection with your use of the Site or the Services; or (iv) including any portion of the Site or Services on any other website, on a server computer or in documents, including but not limited to “mirroring” the information or displaying the information by means of HTML frames or similar means. Any unauthorized use of the Site or the Services is a violation of this Agreement and, if applicable, the Member Terms of Service Agreement, and may also violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

You warrant that when using the Site, the Services, or both, you will not violate or facilitate any violation of any applicable local, state, federal or international law, statute, regulation, code or ordinance, including, without limitation, regulations promulgated by or the rules of the U.S. Securities and Exchange Commission or any other national or other securities exchange, and that your use of the Site and the Services is done in full regulatory and legal compliance. Among other things, you represent and warrant that you hold all necessary licenses, permits, and other authorizations required to conduct your business as conducted through the Site. You agree to use the Services and the Site only for purposes that are legal, proper and in accordance with this Agreement and any applicable law, rules or regulations (including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, (each as amended), any applicable state “Blue Sky” laws, any securities exchange or self-regulatory organization’s rules or regulations, and any applicable foreign laws). We may refer any suspected fraudulent, abusive, or illegal activity to appropriate law enforcement authorities.

In addition to all other restrictions on your behavior contained in this Agreement, by using the Services and accessing the Site, you are agreeing not engage in any of the following conduct:

providing false or inaccurate information to us, including identity information or information about yourself, your track record, your offerings, or any investment products;
engaging or attempting to engage in illegal or fraudulent activities, including any false or misleading statements or omissions concerning securities offerings and investment opportunities listed on the Site;
using the Services or the Site in any manner that could damage, disable, overburden, or impair the Services or the Site, or interfere with any other party’s use and enjoyment of the Services;
attempting to gain unauthorized access to the Site or the Services through hacking, password mining or any other means;
creating User accounts by automated means or under false or fraudulent pretenses;
transmitting any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights (such as rights of privacy and publicity) of others;
uploading, posting, emailing or transmitting, or otherwise making available through the Site or the Services any inappropriate, defamatory, infringing, obscene, or unlawful content, including any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party and any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law;
downloading any file posted by another User that you know, or reasonably should know, cannot be legally distributed in such manner or was not intended for you;
impersonating another person or entity, or falsifying or deleting any legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
removing any copyright, trademark or other proprietary rights notices contained in or on the Site or the Services;
using any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site or the Services or collect information about Users for any unauthorized purpose;
submitting content that falsely expresses or implies that such content is sponsored or endorsed by Verivest, including any of its affiliates or related entities, or any third parties; or
contacting any party or User other than as allowed through the Services.

Verivest reserves the right to change, suspend, or discontinue all or any part of the Site and the Services at any time without prior notice or liability, all with or without cause, and for any reason, including for engaging in any of these restricted activities.

Third-Party Links

The Site and the Services may include links to websites operated by third parties, including investment managers and other authorized Users of the Site who may or may not be affiliated with us. We do not endorse, have any responsibility for or make any representations about, any other sites, including their products and services, content, communications and website use policies. We make no express or implied warranty about the accuracy, copyright compliance, legality, merchantability or any other aspect of the content of such links. The use of third-party websites is entirely at your own risk. By accessing these links, you acknowledge that such other sites or locations are not under the control of Verivest and you agree that we shall not be responsible for any information or additional links found at such site or location, or for your use of such information.

Third-Party Terms of Service

Certain aspects of the Services are provided using software and other services provided by third-party vendors pursuant to licenses with us. By using the Services or accessing the Site, you are agreeing to be bound by all applicable license agreement and terms of service or use governing those third-party products and services. Please contact us for more information about the vendors currently in use and links to their terms of service.

Consent to receive electronic Communications

By accessing or using the Services, including the Site, you consent to receive all communications from us electronically and you confirm that you can access, receive and retain such communications, which may include communications, terms, disclosures, notices, and statements that we provide to you in connection with your use of the Services or activities on the Site. We will provide these electronic communications to you by posting them on the Site or emailing them to you at the email address associated with your use of the Services. All such communications will be considered received by you within 24 hours after the time we post it to our website or email it to you. You must keep all email addresses associated with your use of the Services updated in order to receive communications from us.

Investor Due Diligence

BY USING THE SERVICES AND THE SITE TO RESEARCH OR MANAGE INVESTMENTS IN PRIVATE SECURITIES ISSUED OR MANAGED BY OTHER USERS, YOU ACKNOWLEDGE AND AGREE THAT ALL SUCH INVESTMENTS ARE INHERENTLY RISKY, AND YOU ARE ASSUMING ALL RISKS ASSOCIATED WITH MAKING SUCH AN INVESTMENT. YOU ACKNOWLEDGE THAT VERIVEST AND ITS AFFILIATED COMPANIES WILL ONLY CONDUCT THE LIMITED ACTIVITIES DESCRIBED IN THIS AGREEMENT AS NEEDED TO CONFIRM THAT A MEMBER IS “VERIVEST VERIFIED” OR TO PROVIDE ADMINISTRATION SERVICES, AND THAT ANY ACTIVITIES VERIVEST MAY HAVE PERFORMED MIGHT BE FLAWED, DATED, OR INACCURATE, OR MAY FOR A VARIETY OF REASONS BE UNRELATED TO ANY DUE DILIGENCE YOU MAY NEED TO DO TO SAFELY MAKE SUCH AN INVESTMENT FOR YOUR PURPOSES. YOU ALSO ACKNOWLEDGE THAT YOU HAVE NO RIGHT TO RELY SOLELY ON ACTIVITIES THAT VERIVEST OR ITS AFFILIATES HAVE DONE IN MAKING YOUR INVESTMENT DECISIONS. YOU WILL CONDUCT YOUR OWN DUE DILIGENCE ON ALL OPPORTUNITIES IN WHICH YOU MAY BE INTERESTED.

BY USING THE SERVICES, YOU UNCONDITIONALLY AND FOREVER RELEASE VERIVEST AND ITS AFFILIATES AND THEIR RESPECTIVE AGENTS, OFFICERS, DIRECTORS, PARTNERS, REPRESENTATIVES AND THIRD-PARTY SERVICE PROVIDERS FROM ANY AND ALL LIABILITY ASSOCIATED WITH YOUR USE OF THE SERVICES, INCLUDING THE SITE, AND ANY INFORMATION PROVIDED BY OTHER USERS, EVEN IN THE EVENT OF OUTRIGHT FRAUD BY PARTIES OTHER THAN VERIVEST, WHETHER OR NOT IT COULD HAVE REASONABLY BEEN KNOWN OR FORESEEN AT THE TIME OF INCEPTION OR AT ANY TIME THEREAFTER.

Neither Verivest nor any of its affiliates endorse or have any control over any User Content, including any securities or investment opportunities offered or sold by Users through the Site or the Services, and we expressly disclaim any and all liability in connection with any such User Content. We will not be responsible for the accuracy, usefulness, truthfulness, safety, validity, forthrightness, completeness, or intellectual property rights of or relating to such User Content. You use the Services, including the Site, solely at your own risk. You understand, acknowledge and agree that you are entirely responsible for the consequences of all your use of or reliance on the Service, any User Content, or the Site.

Disclaimers

You acknowledge and agree that any content and information you may access through the Services or through the Site has been provided by parties other than Verivest and that nothing contained on the Site may be construed as a solicitation, offer, recommendation or representation of suitability or endorsement of any security or investment, or of any investment manager, by Verivest. Verivest is not providing the Services or the Site to provide investment or other advice and nothing therein should be deemed to be a recommendation that you buy, sell, or hold any security or other investment. You further acknowledge and agree that Verivest does not provide any tax, legal, accounting or other professional advice in connection with the Services or with any investments you might offer or make. In using the Services and making any investment decisions, you must rely on your own examination of an investment, including the merits and risks involved, and consult with your own legal, financial, and other advisors prior to making any investment, or offering or selling any securities to other Users.

THE SERVICES, INCLUDING THE SITE, ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES OF ANY KIND, EXCEPT FOR THE EXPRESS, LIMITED REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT. BY USING THE SERVICES, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. NEITHER VERIVEST, NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS (OTHER THAN USERS PROVIDING USER CONTENT THAT INCLUDES EXPRESS REPRESENTATIONS), DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, LICENSORS OR THE LIKE (COLLECTIVELY “REPRESENTATIVES”) WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. EXCEPT FOR THE EXPRESS, LIMITED REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT, NEITHER VERIVEST NOR ITS REPRESENTATIVES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND VERIVEST AND ITS REPRESENTATIVES HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE AND NON-INFRINGEMENT, ALL TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, VERIVEST ALSO DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SITE. VERIVEST EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SERVICES COMPLY WITH SECURITIES OR OTHER LAWS. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING COMPLIANCE WITH ALL APPLICABLE LAWS.

Indemnification

As a condition to your use of the Services, the Site, or both, and given the pricing for which Verivest makes the Services and Site available to you, as well as the possibility of Verivest becoming involved in litigation, including securities litigation, or incurring other losses as a result of your real estate investment activities, for reasons over which Verivest has little or no control, you agree to indemnify and hold Verivest, together with its affiliated or related companies and each of their respective managers, members, officers, employees, affiliates, advisors, attorneys, agents, assigns, and related individuals and entities (collectively, the “Indemnified Parties”) harmless from and against any and all losses, claims, liabilities, deficiencies, causes of action, costs, expenses, and damages, including attorney fees and other costs of defense (collectively, “Losses”) to the extent those Losses directly or indirectly arise out of or relate in any way to: (a) the Services or your use of the Services or the Site, (b) your use of any Forms or other documents created using the fund builder process or any advisory services, (c) your purchase or sale of any securities or participation in any investment opportunity identified or completed using the Services or the Site, (d) your breach of this Agreement, and (e) any action (or inaction) you take or decision you make in reliance on or as facilitated by the Services. These indemnity obligations do not apply to, and you will not be liable for, any Losses resulting from any fraudulent or willful acts or omissions of any Indemnified Party.

Limitations of Liability

BY USING THE SERVICES, THE SITE, OR BOTH IN ANY WAY, YOU ACKNOWLEDGE: (i) THAT YOUR USE OF THE SERVICES AND THE SITE IS AT YOUR SOLE RISK; (ii) THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICES, THE SITE, OR BOTH; AND (iii) THAT IN NO EVENT SHALL VERIVEST OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES (EXCEPT FOR OTHER USERS MARKETING INVESTMENT OPPORTUNITIES) BE LIABLE FOR ANY DAMAGES, LOSSES OR LIABILITIES OF ANY KIND RELATED TO (a) YOUR USE OF THE SERVICES, THE SITE, OR BOTH TO CREATE OFFERING DOCUMENTS, TO OFFER AND SELL SECURITIES TO INVESTORS, OR TO MANAGE YOUR RELATIONSHIPS WITH INVESTORS, (b) YOUR PURCHASE OR SALE OF ANY SECURITIES OR PARTICIPATION IN ANY INVESTMENT OPPORTUNITY USING THE SERVICES, (c) YOUR RELIANCE ON OR USE OR INABILITY TO USE THE SERVICES OR THE SITE, INCLUDING ANY INFORMATION, MATERIALS, PRODUCTS OR SERVICES ON THE SITE, (d) ANY ERRORS OR OMISSIONS IN THE SERVICES, THE FORMS, OR ANY OTHER DOCUMENTS OR OTHER DELIVERABLES PROVIDED TO YOU BY VERIVEST (e) YOUR ACCESS TO, USE OF OR INABILITY TO USE THE SERVICES OR THE SITE, AND (f) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT OR DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE OR SYSTEM FAILURE OR OTHER COMPUTER MALFUNCTION, IN EACH CASE INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS AND LOSS OF OR DAMAGE TO PROPERTY, WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF VERIVEST OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR LIABILITIES.

Severability and Waiver

If any provision of this Agreement is found to be invalid, void, or for any reason unenforceable, it will be construed in such a manner that would make the provision valid or enforceable. If it is not possible to construe the provision in such a manner that would make it valid or enforceable, then only the term or portion of the provision that renders it unenforceable will be stricken without affecting the enforceability of the remaining provisions. Any failure of Verivest to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement.

Complete Agreement

This Agreement, our Privacy Policy, and any other written agreements you may have with Verivest, including any agreements to pay for the Services and the terms included in any proposal for Services, constitute the entire agreement between you and Verivest relating to the Services and the Site, and, except to the extent expressly stated in these Terms of Service, supersede any prior agreements or understandings not incorporated herein.

Termination of the Agreement

Verivest reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement (and your access to all or any part of the Services, the Site, or both) at any time and for any reason without prior notice or liability. Upon any termination of this Agreement, you must promptly stop any use of the Services and the Site. If this Agreement is terminated, any provisions that need to survive termination of this Agreement in order to have their intended force and effect shall survive.

Governing Law and Venue

The Services and the Site are made available to you from the State of Oregon in the United States. They are not intended for use by non-U.S. persons. If you elect to access or use the Site or the Services from outside of the United States, we make no warranties that materials on the Site are appropriate or available for use in such locations. You agree that you are solely responsible for compliance with any laws of your specific jurisdiction and further agree that you shall not use the Services or the Site to the extent you are restricted from doing so by any local, state, national or international laws. The laws of the State of Oregon, without regard to its principles of conflict of laws, will govern this Agreement (including any disputes concerning or related to this Agreement).

By using the Services, the Site, or both, you expressly and irrevocably agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Multnomah County Oregon for the purpose of resolving any dispute relating to your access to or use of the Site or the Services. Notwithstanding the foregoing, you expressly acknowledge and agree that Verivest may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to exclusive jurisdiction and venue in such courts. You agree that this requires you to submit any disputes related to the use of the Site or the Serivces to final and binding arbitration in the State of Oregon.

Class Action and Arbitration

By using the Services, including the Site, you irrevocably agree that if any dispute should arise between you and us, you will bring your claim on an individual basis and waive your right to pursue any claim in a class action.

You irrevocably agree that Verivest, at its sole discretion, may require you to submit any disputes arising from the use of the Services, the Site, or this Agreement, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration (the “Rules”) of the American Arbitration Association, by one or more arbitrators appointed in accordance with the Rules. You agree with us that this section satisfies the writing requirement of the Federal Arbitration Act. Notwithstanding the Rules, however, such proceeding shall be governed by the laws of the State of Oregon and will take place in Portland, Oregon.

Contact

Thank you for using the Services, including the Site. Please contact us at support@Verivest.com if you have any questions about our Services, the Site, or this Agreement. Electronic mail or other communications through the Site to us (or any of our employees, agents or representatives) may not be secure and we do not guarantee the confidentiality of such communications.

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 investment managers 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.

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