Verivest - Terms of Service

Latest update: April 2025

Terms of Service Agreement

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, and together with any version of Verivest’s investor portal, regardless of how and where it may be hosted or accessed, the “Site”), or any of Verivest’s related services, Verivest’s investor portal, 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. This Agreement supersedes any prior Terms of Service relating to the Services or the Site.

IMPORTANT NOTE: Verivest LLC and its affiliated entities (collectively, “Verivest,” “we,” or “us”) have materially altered our business model over the last few years. 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,” 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.

This Agreement applies to all users of the Services, including all clients who engage Verivest to provide administration or advisory services, any investors who use the Services to make investments and manage their portfolios, and all qualified issuers, managers, and investment managers who use the Site, including any of the Company’s related online software products 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 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 any information provided to the public about a manager or an opportunity, 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 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 posted on the Site, 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.

No securities or real estate investment opportunities that may be described or referred to 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 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 to help them structure.

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 mentioned or facilitated in any way through the Site, and Verivest is not registered with or subject to the supervision of any of those entities.

Advisory Services

Verivest may agree to provide advisory and consulting services in the various areas of fund management and operations, including but not limited to fund and syndication creation and management, review and commentary on drafted or existing PPM offering documents, review of fund financial modeling assumptions, structure, and projections, capital raise strategy, tactics, and channels, review and commentary on pitch decks and other marketing materials, and many other components of all areas of fund management. The scope of services involved in each of these products may vary considerably. 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 pooled investment opportunities, such as structural considerations, industry standards and best practices, general investor considerations and expectations, and related issues. None of this advice is or should be considered legal or investment 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 any advice or opinions received during that process, each User is required to consult with competent securities counsel to review all documents and marketing materials, 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 may recommend and refer legal counsel options to Client for their consideration without any requirement by Verivest that Client use any particular referral. Any legal review provided by attorneys recommended by Verivest is provided by that attorney pursuant to a separate engagement agreement with that attorney, and is not endorsed or otherwise adopted by Verivest.
Verivest typically does not produce or provide any written materials or documents to Clients and instead will review and comment or render opinions on documents provided to us by the Client or outside vendors previously engaged and hired by the Client. Verivest may, however, provided some written materials to certain Clients only pursuant to a customized Advisory Services engagement specific to individual Clients. In all instances, 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 the project or entity you have hired Verivest to help you form or with the specific advisory services you have engaged Verivest to provide.
All fees for advisory services are to be paid fully in advance and 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 REVIEWED OR PREPARED BY VERIVIEST AND DELIVERED TO A USER IN CONNECTION WITH AN ADVISORY ENGAGEMENT.

In connection with its Advisory services, Verivest may refer a User to one or more law firms that are qualified to create offering documents for that User. The costs of these legal services, including all costs of drafting or reviewing offering documents, drafting operating agreements, making state blue sky or other regulatory filings, or any other services, will are to be agreed upon by and between the User and the law firm.

Administration Services

Users who engage Verivest to provide administration Services 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. If any processes are customized outside of the below services, are performed by the User rather than Verivest, or both, proper disclosures on investor reporting may be required.

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:

FUND ACCOUNTING

Set up a shared online folder, and populate with Verivest’s standard folder structure.
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”) in Verivest’s accounting systems, including setting up Verivest’s standard 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, including through automated systems or manual follow ups.
Enter all bank account and credit card activity into the Entity’s general ledger and update accounting schedules accordingly.
Perform a period-end closing reconciliation of the Entity’s bank account(s).
Generate period-ending reports and schedules, and produce Verivest’s standard financial statement package, at period-end, utilizing client provided support.
Verivest will deliver a financial statement package that includes Balance Sheet, Income Statement, General Ledger, Trial Balance and read-only 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.
If engaged, Verivest will produce applicable 1099-NEC tax forms.
Prepare an annual tax and audit package, which includes a year-end financial statement package, other supporting schedules, 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, three Verivest hours per year are allotted for audit support, which includes audit inquiries, data consolidation, or other analysis. Any audit support time in excess of five hours will be billed at Verivest’s 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 at least 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, and NACHA file 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 Eleven’s portal, if the Client has engaged Eleven as their portal provider, upon approval from the User. Verivest will not upload documents to external portals. If the User’s investors do not use the portal offered by Verivest, investor capital account statements will be provided to the Client to distribute to investors.
Provide an ERISA compliance report no more frequently than quarterly to enable User’s obligation to monitor ERISA limitations, based on Client’s designation of investor accounts.
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 tax forms.
Upload applicable 1099 tax forms and K-1s produced by the User’s tax preparer to Eleven’s portal for investors to access, if the client has engaged Eleven as their investor portal. Verivest will not upload documents to external portals.
If engaged, Verivest will onboard new User and their Opportunity onto the AIP platform and obtain listing and transmit transactional data to the applicable custodians via the AIP platform.

ACCOUNTING ASSUMPTIONS

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

Financial Reporting –

Unless otherwise agreed to and specified in the contract, all financial reporting and investor reporting 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 hours will be billed at Verivest’s standard hourly rate.

Cash, Non-Cash, and Bank Transactions –

Verivest will be provided with read-only access to all 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. The User agrees to use Verivest’s directed process. Additional fees may apply for any other processes.
For funds that do not take investors’ full commitments upfront, separate bank accounts will be maintained for subscription and operating bank accounts.
For entities that are purchasing direct real estate, separate bank accounts must be maintained and managed for the fund entity and properties. Verivest does not maintain or review the property level reporting.
Support for financial completion outside of bank transactions will be provided to Verivest no less frequently than monthly by uploading to a Verivest directed site.

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 less frequently than quarterly and will include balance sheet, income statement and general ledger 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, including, but not limited to, interest billed and interest collected during the period.
The User will review loan servicer reports for completeness and accuracy before providing them to Verivest.

Investor Distributions –

Verivest will prepare distribution files, including 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 billed at hourly rates.
Tax services are out of scope; Verivest does not produce Form K-1s. Verivest can produce Form 1099 INT and 1099-NECs if separately engaged to do so for additional fees.
Any compliance reporting or testing is out of scope including, for example, REIT compliance testing. Client may engage Verivest to perform these services for additional fees.
Any additional services outside of the standard fund administration services will be scoped and priced in agreement with the client. This might include AIP Reporting, Valuation Services, and Audit Prep Package.

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 deviate from Verivest’s standard Forms.
Provide read-only bank access to Verivest for all associated bank accounts 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. Failure to properly notify Verivest of any changes may result in delays of deliverables.
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, Retirement, Brokerage, Entity or Trust), accurate tax identification information (SSN/TIN/EIN), email, permanent, and mailing addresses, investment amounts, ERISA classification, 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. Verivest does not provide verification services related to AML, KYC, and accreditation for investors and investments that are completed outside our systems of choice. User confirms that they perform these verification checks before providing subscription documentation to Verivest for administration services.
Provide timely and accurate backup for all transactions reflected in the Entity’s bank accounts via Verivest’s designated system and processes. Failure to follow these processes may result in additional fees.
Provide timely and accurate support for financial completion outside of bank transactions no less frequently than monthly by uploading to a Verivest directed site.
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 because 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 because 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 will communicate applicable deadlines to administration services Users. If a User fails to timely provide information to Verivest or otherwise comply with these deadlines, Verivest’s work for User may be delayed and will be completed as and when the Verivest team’s availability allows. Verivest may also terminate an agreement to provide administrative services if a User fails to provide information in a timely manner. Verivest shall be entitled to rely on all information and representations provided by a User 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.

Each User agrees to ensure the privacy and security of all investor, financial and other sensitive information relating to any Offering for which the User engages Verivest to provide administration Services. Among other things, administration Services Users agree to protect and not to disclose any password, account, or similar information used to access our investor portal and other sources of information. Verivest is not responsible for, and User agrees to indemnify and hold Verivest harmless from, any claims or damages asserted by any party as a result of any breach of privacy or similar event caused in any way by User’s failure to safeguard against unauthorized access to Verivest’s systems or User account information.

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.

TERM AND TERMINATION OF ADMINISTRATION SERVICES AGREEMENTS

Unless otherwise agreed to in writing by Verivest, including in Verivest’s existing contracts with Users that pre-date these Terms of Service, ALL ADMINISTRATION SERIVCES CONTRACTS INCLUDE A MINIMUM TERM OF 24 MONTHS. Subject to Verivest’s right to revise pricing based on 60 days’ written notice, as described in more detail below, Verivest’s pricing for administration services assumes a minimum term of 24 months which starts as of the sign date of the contract. This minimum term allows Verivest to recover the costs of setting up a User’s accounts in its system and the other work needed to onboard a new client. Upon the expiration of the initial 24-month term of a User’s administration services contract, and any subsequent term, the User’s administration services contract will automatically renew for successive terms of 12 months each, unless User provides Verivest written notice of non-renewal at least 60 days prior to the end of the then-current term. Upon receipt of 60 days’ notice to terminate services (prior to renewal of current contract term), Verivest will send a final invoice covering services for this period. Final services invoice will not be prorated and is due upon receipt. Final services invoice must be paid prior to Verivest providing final deliverables or offboarding support. User may extend services as needed on a month-to-month basis, also billed in advance. Additional one-time transactions that occur during the 60 days’ notice period will be charged in the next monthly billing cycle.

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.

Online Investor Management Portal

Verivest’s investor management portal is an online management solution that allows Users 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. Note, Verivest may have other partnerships with third-party investor management portals for the same use as the Verivest portal. Any use of an investor portal offered by Verivest or a partnered third-party is subject to the following terms and conditions:

SERVICES RELATING TO INVESTOR PORTAL

Verivest, either directly or through its own or third-party software, will perform the following investor management functions on behalf of each Entity using an online investor portal at User’s request and subject always to User’s ultimate approval of all actions taken, all for the specific purposes for which the Entity has been formed:

To the extent not completed by the User, work with User to setup Entities in the investor portal.
Provide standard training to User on the portal Software.
Onboard investors via the investor portal, including using commercially reasonable efforts to run the individual or entity who submits the pledge through AML/KYC verification when the pledge is first submitted, and to conduct investor accreditation checks, if required (additional fees apply); provided, however, that all Users acknowledge and agree that these verification services are not fool proof and that Users retain sole and exclusive responsibility for complying with all applicable laws, rules, and regulations. Verivest only provides accreditation and identity verification services for investors onboarded through the portal’s online 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.

USER RESPONSIBILITIES

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

If Verivest is assisting in data importation, setup, or if User is utilizing Verivest for administration services, User will provide complete investor information and timely updates as new investors are subscribed. Complete investor information will include, but may not be limited to, entity/account type (i.e., Individual, Joint, Retirement, Brokerage, 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 we 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 us. If additional rework is required as a result of delays in the User providing accurate and sufficient information, we will charge for the rework at our ordinary hourly rates.
User is responsible for ensuring the accuracy of all data provided. Rework due to data errors, inaccurate reports, or restatements caused by User will result in additional fees billed at the applicable, then-current hourly rate.

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

Managers using Verivest’s online investor management portal or a third-party partner portal can provide information about their open opportunities through the portal. By providing information about an opportunity using the portal 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 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.

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 OR ON A PORTAL, WHETHER PRESENTED BY VERIVEST, A MANAGER USING THE SITE OR THE SERIVCES, OR OTHEWISE. THE MANAGERS OFFERING INVESTMENT OPPORTUNITIES ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ANY REPRESENTATIONS ABOUT THE OPPORTUNITIES BEING PRESENTED. REFERENCING AN OPEN OPPORTUNITY ON THE SITE OR ALLOWING A MANAGER TO PRESENT AN OPPORTUNITY THROUGH THE PORTAL 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 OPPORTUNITY OR ANY INFORMATION CONTAINED THEREIN. ANY 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 OPPORTUNITIES LISTED OR REFERENCED ON THE SITE OTHER THAN THE EXPRESS REPRESENTATIONS INCLUDED IN THESE TERMS OF SERVICE.

Pricing and Payment

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.

Fund administration fees are subject to a yearly 5% increase that begins after the contract’s initial term. For any changes to pricing on fund administration, outside of this yearly increase, 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.

The $500 monthly administration fee will begin after one of the two events occur, depending on the client’s configuration: (i) the date the fund is activated on a Verivest-supported portal and is able to accept investor commitments; or (ii) if the client is not using a Verivest-supported portal, the date the client has completed onboarding to Verivest’s internal systems, the fundraising entity is approved to accept investor commitments, and Verivest is able to access and track investor activity. The fee will be billed monthly and will continue until the client completes their first asset close, at which point the Client will begin being billed their fund administration fees.

All fees 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. Administration services invoices are payable on receipt. If fees are not paid when due, then a 10% late fee will be charged and Verivest will have the option, in its sole discretion, to disable software access and terminate all Services immediately without further notice or demand to User.

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, specifically including any versions of our investor portal. 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, 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”).

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 Software, 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 SOFTWARE AND THE FORMS AND OTHER DOCUMENTS CREATED 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 ENGAGEMENT WITH VERIVEST. YOU MAY NOT COPY, RE-USE, SELL, OR SUBLICENSE THE SOFTWARE, 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.

NO HIRE

Client acknowledges that Verivest invests heavily in hiring and training its employees, and that those employees are a uniquely valuable and important resource for Verivest. Client agrees further that Verivest would suffer significant losses if Client 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, Client 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. Client further agrees that it will not knowingly, directly or indirectly, hire any current or former Verivest employee without Verivest’s express written consent. If Client breaches this provision in any way, Client 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 all Software, Forms and other work product delivered to or accessed by 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 or the Software; (ii) any derivative use of the Site, the Software, 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, the Software, or the Services; or (iv) including any portion of the Site, the Software, 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, the Software, 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, intellectual property laws, the laws of privacy and publicity and communications regulations and statutes.

You warrant that when using the Site, the Software, 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, the Software, 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, the Software, and the Services. You agree to use the Services, the Software, 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 Software or 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 or using the Software;
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, the Software, 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, the Software, 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, the Software, 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, the Software, 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, the Software, 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 and the Software are provided using software and other services provided by third-party vendors pursuant to licenses with us. By using the Services or the Software, 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

BY USING THE SERVICES, THE SOFTWARE, THE SITE, OR ANY COMBINATION THEREOF TO RESEARCH, MAKE, 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 HAVE ONLY CONDUCTED THE LIMITED ACTIVITIES DESCRIBED IN THIS AGREEMENT AS NEEDED TO PROVIDE ADVISORY AND 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, THE SOFTWARE, OR THE SITE, 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 SOFTWARE AND 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 and the Software, 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 or the Software has been provided by parties other than Verivest and that nothing contained on the Site or accessed through the Software 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, the Software, 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, THE SOFTWARE, AND THE FORMS, 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 Software, the Site, or any combination thereof, including the Forms, and given the pricing for which Verivest makes the Services, the Software, 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, the Software, or the Site, (b) your use of any Forms or other 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 identified or completed using the Services, the Software, 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 SOFTWARE, THE SITE, THE FORMS, OR ANY COMBINATION THEREOF IN ANY WAY, YOU ACKNOWLEDGE: (i) THAT YOUR USE OF THE SERVICES, THE SOFTWARE, 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 SOFTWARE, 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 SOFTWARE, 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 SOFTWARE, THE SERVICES OR THE SITE, INCLUDING ANY INFORMATION, MATERIALS, PRODUCTS OR SERVICES ON THE SITE OR ACCESSIBLE THROUGH THE SOFTWARE, (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, THE SOFTWARE, 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, the Software, 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, the Software, 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, the Software, 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, the Software, 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 Software, 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. You agree that this requires you to submit any disputes related to the use of the Site or the Services to final and binding arbitration in the State of Oregon.

Class Action and Arbitration

By using the Services, including the Site and the Software, 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 Software, 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 and the Software. Please contact us at support@Verivest.com if you have any questions about our Services, the Software, 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.