Verivest - Terms of Service

Terms of Service Agreement

November 2026

Notice for existing clients: If your agreement with Verivest LLC and its affiliated entities (collectively, “Verivest,” “we,” or “us”) began before November 1, 2026, the Terms of Service on our website prior to this update continue to govern your services and apply to your agreement, including any renewal term. [Click here] to find the Terms of Service that apply to your contract. This Agreement applies to agreements entered into on or after November 1, 2026, and to all other users of the Site and the Services.

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, regardless of how and where it may be hosted or accessed, the “Site”), or any of Verivest’s related services, its fund and syndication administration services, 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. Subject to the notice for existing clients above, this Agreement supersedes prior Terms of Service relating to the Services or the Site.

Relationship to Signed Engagement Agreements. If you have a signed Client Engagement Agreement or other signed engagement agreement with Verivest, that agreement, its Special Terms, and applicable signed addenda govern the scope of services, fees, payment obligations, approvals, term, renewal, suspension, termination, and transition of those services. If these Terms of Service conflict with that signed agreement, the signed agreement controls. Updates to these Terms of Service do not override those agreed provisions or change the version applicable to an existing client except as permitted by that client’s agreement. Required notices and fee updates must follow the procedures in the applicable signed agreement. The fund or syndication covered by an administration engagement is referred to as the “Entity” and is executed by the “Client Firm” as authorized representative.

This Agreement applies to all users of the Services, including all clients who engage Verivest to provide administration or advisory services, any investors whose investments are managed by Verivest clients using the Services , and all qualified issuers, managers, and investment managers who use the Site or the Services, including Services used to create offering documents, make offerings available to investors, administer investment offerings, manage relationships with current and prospective investors, or otherwise facilitate investments by investors in investment opportunities (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 understood, 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 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.

Confidentiality

Except as otherwise provided in these Terms, our Privacy Policy, or other written agreements between us, Verivest, and the client will each protect the other’s nonpublic business, financial, and investor information received in connection with the Services, use it only to perform or receive the Services or exercise rights under the engagement, and apply reasonable safeguards against unauthorized access or disclosure. Either party may share such information with personnel, professional advisers, and service providers who need it for those purposes and are subject to confidentiality duties. These obligations do not apply to information that is publicly available without a breach, already lawfully known, independently developed, or lawfully obtained from another source without a confidentiality restriction. Disclosure is permitted when required by law or legal process or when authorized by other agreement between us.

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 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.

Similarly, Verivest does not (and cannot) offer any investment advice and it does not recommend or endorse any of the managers who use the Services or any of the investment opportunities administered by us, including any managers in which Verivest or its affiliated entities may invest, or any syndications or funds created through the use of Verivest’s advisory services, or who may be referenced or advertised in any manner on the Site. By allowing managers to use its advisory services to structure and create a syndication or a fund, and even by investing in a manager through an affiliated entity, 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 and to access information about their investments in managers using Verivest’s Services. 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 WHO HAVE ENGAGED VERIVEST FOR ADVISORY OR ADMINSITRATIVE SERVICES. ALL SPONSOR USERS ARE REQUIRED TO CONSULT WITH QUALIFIED LEGAL COUNSEL AND FINANCIAL ADVISORS BEFORE OFFERING OR SELLING ANY SECURITIES OR REAL ESTATE INVESTMENT OPPORTUNITIES, INCLUDING THOSE FOR WHICH VERIVEST PROVIDES BUSINESS ADVISORY OR ADMINISTRATION SERVICES.

Unless specifically noted, no securities or real estate investment opportunities that may be described or referred to on the Site or for which advisory or administration services are provided by us 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 are restricted and not publicly traded and are therefore illiquid. All private investments, including those offered by managers who have purchased Services from Verivest, involve risk and uncertainty, including lower than projected returns and a complete loss of invested capital. All such investment opportunities are intended solely for experienced, qualified investors. Investors who cannot afford to lose their entire investment should not invest in private offerings like those managers may engage Verivest to administer or provide business advisory services.

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 administered or referenced in connection with Verivest's Services, and Verivest is not registered with or subject to the supervision of any of those entities.

Investor Document Center and Preferred Portal Partners

The “Investor Document Center” is Verivest’s secure, password-protected online location where clients and investors can access statements, tax documents, and other documents made available by Verivest or the client. Document storage and investor access are included in the administration fee under the Client Engagement Agreement. The Investor Document Center provides document storage and access; it does not provide the broader investment management and transaction functionality of a full investor portal.

A “Preferred Portal Partner” is an external investor portal provider directly supported by Verivest for the portal-related tasks described in the applicable Client Engagement Agreement. Verivest and the client will confirm whether the client’s selected provider is supported before entering into that agreement. Verivest performs only the setup, document-upload, transaction-maintenance, or other portal tasks included in the engagement, its Special Terms, or applicable addenda. Training or other assistance is included only if expressly agreed. Required approvals are those specified in the engagement.

Accreditation, AML, KYC, identity verification, and Investor Onboarding Support are provided only to the extent separately engaged and subject to the terms identified in the applicable written agreement concerning these services. The applicable engagement or addendum defines the investors covered, verification procedures, and any ongoing account-maintenance support. Use of a Preferred Portal Partner does not by itself include these services.

For any User that engages Verivest for Investor Onboarding Support, Verivest’s team also provides ongoing support to that User’s investors and Users in maintaining investor account information on a Preferred Portal Partner’s portal. Clients work directly with their investor portal provider for technical support, day-to-day functionality, and assistance beyond the specific tasks Verivest agrees to perform. This applies whether or not the provider is a Preferred Portal Partner. Use of a third-party portal is subject to that provider’s applicable terms. Clients and investors must safeguard their access credentials, including credentials for the Investor Document Center.

Managers using a preferred portal partner’s portal can provide information about their open opportunities through that portal. By 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 opportunity with other investors in the same opportunity, 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.

Verivest may notify an Entity’s investors of circumstances involving suspected criminal, fraudulent, or materially unethical conduct, material failures of cooperation, or other circumstances described in the applicable engagement’s termination provisions if Verivest reasonably determines that disclosure is required by law or regulation or is otherwise warranted to protect investors from suspected fraud, misconduct, or material misrepresentation. Verivest may provide such notice whether it continues, suspends, or terminates services, subject to any controlling provision in the signed engagement agreement. Any disclosure of investor contact information in connection with such notice will be limited to what legal counsel advises is required or reasonably necessary for that purpose; this provision does not authorize routine sharing of investor contact lists upon another investor’s request.

Intellectual Property Rights and Ownership

Verivest and its licensors retain sole and exclusive ownership of all intellectual property used to provide the Services and operate the Site. The FundOps platform (the “Software”) The Software is proprietary to Verivest, is used solely and exclusively by Verivest and its personnel to perform the Services internally, and is not licensed, made available, or otherwise provided to Users in any form. Without limitation, this intellectual property includes (i) all software, computer code, and similar intellectual property used to provide 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, and (iii) 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”). No provision of this Agreement shall be construed to grant any User any right, title, or interest in or access to the Software.

Verivest retains sole and exclusive ownership of all Forms and other documents it creates in connection with an advisory or administration engagement. Your right to use any such Forms or documents is limited to the specific investment opportunity, fund, or syndication for which you engaged Verivest to create them, and does not extend to any other engagement, opportunity, fund, or syndication, including any subsequent or related opportunity, which requires a new engagement with Verivest. You may not copy, reuse, sell, sublicense, or provide any Forms or other documents received from Verivest to any other entity, or use them for any purpose other than the engagement for which they were created. 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 Forms, 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 Forms AND OTHER DOCUMENTS created through an advisory engagement for the specific investment opportunity you have paid Verivest to assist with. All subsequent and related opportunities require you to purchase an additional 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 Verivest any material for use in connection with the Services, or for display on the Site (for example, your name, logo, trademarks, service marks, or other branding, marketing materials, or similar content) (“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.

Client Records and Administration Deliverables. Notwithstanding the ownership, license, and use restrictions elsewhere in these Terms of Service, clients may retain, copy, and share financial statements, investor statements, tax packages, and other administration deliverables provided for their Entity with that Entity’s investors, professional advisers, lenders, regulators, and service providers for the Entity’s legitimate business and compliance purposes, subject to applicable confidentiality and privacy obligations. This permission survives the end of the engagement for deliverables for which the applicable fees have been paid. It does not authorize reuse of Verivest’s proprietary advisory templates for other funds or opportunities or grant access to Verivest’s internal software, source code, or systems.

No Hire

User acknowledges that Verivest invests heavily in hiring and training its employees, and that those employees are a uniquely valuable and important resource for Verivest. User agrees further that Verivest would suffer significant losses if User were to hire one of Verivest’s employees or otherwise cause an employee to leave Verivest, and that the monetary value of those losses would be impossible to quantify. In light of these facts, User agrees that it will not, directly or indirectly, solicit any of Verivest’s employees for employment or otherwise encourage any of those employees to terminate their employment relationship with Verivest. User further agrees that it will not knowingly, directly or indirectly, hire any current or former Verivest employee without Verivest’s express written consent. If User breaches this provision in any way, User agrees to pay Verivest an amount equal to the affected employee’s total annual compensation during his or her final year with Verivest. This payment constitutes liquidated damages and is intended to compensate Verivest for the damages caused by a breach of this provision and is not a penalty.

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, including the Software and all Forms and other work product delivered to a User, 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 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 the 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 may also violate copyright laws, trademark laws, intellectual property 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 or using the Site and the Services. 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 or 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 administered through the Services;
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;
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;
providing, emailing, 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;
accessing or downloading any document or file from a shared folder or workspace that you know, or reasonably should know, 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, the Software, 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.

Use of AI

Verivest may use generative AI and similar technologies for internal drafting, analysis, reconciliation, and other support of the Services. In providing the Services, Verivest uses only business-tier licenses of ChatGPT and Claude and pursuant to those licenses any information that we put into tools do not become a matter of public record and we otherwise abide by our Privacy Policy. Verivest will review AI-assisted work before using it in client deliverables and remains responsible for performing its agreed Services. This provision does not authorize public disclosure of client information or waive the confidentiality obligations above. No client-specific approval is required for uses within this policy unless a signed engagement agreement expressly provides otherwise.

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 agreements 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

IF YOU INVEST IN ANY SECURITIES ISSUED OR MANAGED BY A MANAGER WHO HAS ENGAGED VERIVEST FOR ADVISORY OR ADMINISTRATION SERVICES OR OTHERWISE ACCESS THE SITE OR TAKE ADVANTAGE OF THE SERVICES, 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 HAVE ONLY CONDUCTED THE LIMITED ACTIVITIES DESCRIBED IN THIS AGREEMENT AS NEEDED TO PROVIDE ADVISORY AND ADMINISTRATION SERVICES TO THE MANAGER, AND THAT ANY ACTIVITIES VERIVEST MAY HAVE PERFORMED MIGHT BE FLAWED, DATED, OR INACCURATE, AND, FOR A VARIETY OF REASONS, ARE 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 MAKING ANY SUCH INVESTMENT OR USING THE SITE OR 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 THAT INVESTMENT OR YOUR USE OF THE SERVICES, INCLUDING THE SITE, AND ANY INFORMATION PROVIDED BY THE MANAGER OR ANY OTHER PARTY OR USER, 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 securities or investment opportunities offered or sold by a manager or other User using Verivest's Services, including any securities or investment opportunities offered or sold by Users through the Services, and we expressly disclaim any and all liability in connection with any such offering. We will not be responsible for the accuracy, usefulness, truthfulness, safety, validity, forthrightness, completeness, or intellectual property rights of any information relating to such an offering. You engage with any such manager and any such investment opportunity solely at your own risk. You understand, acknowledge, and agree that you are entirely responsible for the consequences of all your investment decisions and any reliance on information provided by a manager or by Verivest in connection with its Services.

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 does not provide investment advice through the Services or the Site, and nothing provided through them should be construed as a recommendation to 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. You also 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 other methods could produce different results. 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 any combination thereof, including the Forms, 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 documents created using any advisory services or otherwise provided to you by Verivest, (c) your purchase or sale of any securities or participation in any investment opportunity administered using the Services, (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, THE FORMS, OR ANY COMBINATION THEREOF IN ANY WAY, YOU ACKNOWLEDGE: (i) THAT YOUR USE OF THE SERVICES, THE FORMS, 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, THE FORMS, OR ANY OF THEM; AND (iii) THAT IN NO EVENT SHALL VERIVEST OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES (EXCEPT FOR OTHER USERS CREATING, MARKETING, OR MANAGING INVESTMENT OPPORTUNITIES) BE LIABLE FOR ANY DAMAGES, LOSSES OR LIABILITIES OF ANY KIND RELATED TO (a) YOUR USE OF THE SERVICES, THE SITE, THE FORMS, OR ANY OF THEM, 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 in whole or in part (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 or otherwise provided to you 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 any of them, 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.

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.