You should read this Terms of Service Agreement (this “Agreement”) carefully before accessing or using the website located at www.verivest.com in any way.

Verivest LLC and its affiliated entities (collectively, “Verivest,” “we,” or “us”) make certain online resources, including real estate investment manager profiles, access to open opportunities from verified investment manager members, software tools, technology and related services (collectively, the “Services”) available to users (each a “User” and referred to in this Agreement as “you”), including investors who use the Services to research, make investments and manage their portfolios, and qualified issuers, managers, and investment managers who become at least “Verivest Verified” who use the Site or the Services to provide information about themselves and their offerings to investors, or otherwise facilitate investments by investors using the Site (“Members”). “Users” also include anyone else who accesses or uses the Site or the Services for any other reason, including real estate investment managers and managers who use certain software tools provided by us to manage their offerings and may claim their profile on the site, but who do not elect to become a Member.

In addition to being bound by the terms of this Agreement, Members’ use of the Site or the Services requires their on-going consent to and acceptance of the Member Terms of Service Agreement, which supplements this Agreement. The current version of the Member Terms of Service Agreement is available at https://verivest.com/membership-terms.

The Services include, but are not limited to, providing access to Verivest’s real estate investment manager Member directory, its proprietary investor management software solutions accessed by Users directly or through Verivest.com or other sites hosted by us and white labeled in the name of an issuer or manager (collectively, the “Site”). By using the Site or any of the Services, you agree to be bound by this Agreement, which constitutes a contract between you and Verivest, in addition to any other written agreements between you and Verivest. Except to the extent noted above, this Agreement supersedes any prior Terms of Service relating to the Services or the Site, including any prior Terms of Service relating to Redwood Real Estate Administration, LLC, Fiducia Labs, LLC, or Marko Technologies Inc., or to those entities’ marketing or support of Marko or any related services, other than the Member Terms of Service Agreement, which also applies to any use of the Services or the Site by Members.

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 such modifications constitutes your acceptance of the modified terms and conditions. If you do not accept this Agreement, you do not have permission to access, 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

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.

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

Any securities and real estate investment opportunities described on the Site have not been registered under the Securities Act in reliance on certain exemptions provided in of Section 4(2) of the Securities Act and Regulation D, Rule 506, and Regulation S, promulgated under the Securities Act. Securities and real estate investment opportunities sold through private placements, including those listed on the Site, are restricted and not publicly traded, and are therefore illiquid. All private investments, including those listed on the Site, involve risk and uncertainty, including lower than projected returns and a complete risk of loss of invested capital. The investment opportunities identified on the Site are intended solely for experienced, qualified investors. Investors who cannot afford to lose their entire investment should not invest in private offerings like those listed on this Site.

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

Verivest is not a crowdfunding site, a registered broker-dealer, funding portal, or investment advisor, and does not conduct any activity that would require such registration. Verivest does not (and cannot) recommend or endorse any of the Members or investment opportunities referenced on the site. By listing an investment opportunity on the Site, Verivest does not recommend investing in any one or more of the opportunities described on the Site—it lists the information at a Member’s request solely to make Accredited Investors aware of potential opportunities.

Description of Services Provided—Investment Manager Profiles

Verivest provides four different types of investment manager profiles—(i) Unverified (identified by either a grey checkmark or the lack of any checkmark), (ii) Verivest Verified (identified with a pink checkmark), (iii) Verified Gold (identified with a gold checkmark), and (iv) Verivest Gold Pending (identified with a clock face inside a gold circle).

Unverified profiles are profiles generated by Verivest based on information found using publicly accessible or readily available information. Verivest does not attempt to verify this information and specifically disclaims any representation or warranty that it is accurate. Unverified profiles are typically created by Verivest without awareness or consent by the entity whose profile has been created and may be “claimed” by the real estate investment manager or principals who own the listed company in order to revise the information in their Unverified profile. Verivest, however, does not attempt to verify any of the information found on any Unverified profile, whether entered by Verivest from publicly available information or revised by that real estate Investment Manager, and specifically disclaims any representation or warranty that it is accurate.

Verivest Verified profiles are profiles of Members who meet the following criteria:

• The principals (everyone with a 20% or greater ownership interest in or who is an executive with any level of ownership even if below 20% who is actively involved in the operation of the business) of Member’s primary operating entity and any related entities selected by Verivest in its sole discretion have executed Verivest’s Code of Conduct and agreed to re-execute it every 12 months in order to renew their membership;
• The same Member principals have authorized Verivest to conduct a background check on them annually as part of membership renewal;
• Verivest has retained a third party to conduct an initial background check on each principal of the Member, and the results of that background check are consistent with the following:
• No lawsuits involving allegations of fraud or similar misconduct made by investors that have not been resolved in the principal’s favor;
• No regulatory sanctions in the past seven years; and
• No felony criminal convictions in past seven years.
• If any bankruptcy petitions during the past seven years are discovered during the background check, they are noted on the Member’s profile; and
• The Member has paid the applicable background check fees ($300/principal/year)

Verified Gold profiles are profiles of Members who meet all of the criteria to be Verivest Verified, plus the following:

• The Member has engaged Verivest to verify its reported track record of historical investment performance consistent with the criteria identified in the Track Record Verification section below, both initially and as additional deals go full cycle, no less frequently than annually;
• The Member has provided Verivest a list of all deals done by the Member’s current operating company (or companies) during the last 10 years (or as long as the Member has been in business if less than 10 years);
• The Member has provided Verivest a signed statement that is available to Users on request and includes the following:
• A representation that the list of deals Member has provided to Verivest is complete and includes 100% of the deals closed in the Member’s current operating entity during the past 10 years (or 100% of deals done since inception of the entity if entity has existed less than 10 years or if the Member has elected to list its full track record including deals done more than 10 years ago on the Site);
• A list of all former entities used by any Member principal in last 10 years to invest in real estate using other people’s money or that involved managing investor capital;
• For all completed deals done by these other entities, a statement that none of those deals failed to return at least 100% of capital to investors, or identification of any deals where this was not true, along with a brief explanation in each case;
• For any open deals managed by other entities, a statement that none are materially impaired, or identification of any deals which are unlikely to return at least 100% of capital to investors, along with a brief explanation;
• A representation that all statements the Member has provided to Verivest about Member’s track record are true and complete;
• A general representation that neither the Member nor any of its principals have intentionally misled investors, committed fraud, or knowingly violated the charter documents for any entities holding investor capital or any laws or regulations relating to managing investor capital;
• An agreement that Verivest can provide a copy of the statement to investors and also list and report any adverse information it learns during its verification process on the Site; and
• An agreement that, as additional deals go full cycle after Verivest’s initial track record verification, the Member will provide information for continuing verification no less frequently than annually, including an annual statement that all newly completed, full-cycle deals have been disclosed for verification;
• Verivest has been able to complete the Verified Gold Member’s annual track record verification update within 90 days after the anniversary of the date the Member’s track record was first verified, subject to reasonable extensions by Verivest in its sole discretion to accommodate a large number of deals or other relevant issues. As part of this annual renewal, the Member will provide Verivest with a signed statement affirming that there has not been any material change to the information in the Member’s original statement, and also affirming full disclosure of all full-cycle deals closed during the prior year, as well as a brief explanation of any closed or active deals that failed or are likely to fail to return 100% of capital to investors.

Verified Gold Pending profiles are profiles of Verivest Verified Members who have applied to become Verified Gold Members, agreed to have their track record verified, and are actively cooperating to complete that process, but where that full process has not yet been completed by Verivest. Verified Gold Pending Members have 90 days to complete the track record verification process, subject to reasonable extensions by Verivest in its sole discretion for Members who have an unusually high number or complexity of assets or other circumstances that reasonably require additional time or research to complete the verification process.

Additional Member profile considerations. The descriptions of the different profiles offered above are subject to the following considerations:

• By identifying a Member as “Verivest Verified,” “Verified Gold,” or “Verified Gold Pending,” Verivest represents and warrants only that it believes, based on reasonable good faith efforts, that the criteria stated above for each level of verification have been met. All other information included in a Member’s profile is provided by the Member and, except as expressly stated in these Terms of Service, Verivest makes no representation or warranty that information contained on the Site is accurate or complete, and Verivest specifically disclaims all other representations and warranties, express or implied. IT IS ENTIRELY POSSIBLE THAT A VERIVEST VERIFIED OR VERIFIED GOLD MEMBER HAS FAILED TO PROVIDE INFORMATION THAT MAY BE NEGATIVE, HARMFUL, OR OTHERWISE CONTRARY TO REPRESENTATIONS MADE ON THE SITE.
• Each Member is ultimately responsible for the content of that Member’s profile. Some of that content is posted by Verivest and some of it may be edited directly by the Member. Verivest, however, retains all rights to edit or delete any content on the Site in its sole discretion. Verivest may also reject any application for Verivest Verified or Verified Gold status for any reason, or for no reason, in its sole discretion;
• Other than retaining a third party that Verivest believes to be qualified and competent to conduct background checks to conduct those checks, Verivest makes no independent effort to confirm the information in that background check, including information available to Users on the Site;
• Verivest uses reasonable, good faith efforts to track each Verified Gold Member’s obligation to update their background checks, Code of Conduct acceptances, and track record verifications on at least an annual basis, and to update its designations of Members’ profiles if these requirements are not met. It does not, however, guarantee that these updates will occur annually in a timely manner or at all, and there is some chance that Verivest may not have obtained updated information for Members designated as Gold more than one year previously. Verivest attempts to minimize such situations but cannot represent that every Verified Gold Member is completely up to date 100% of the time;
• IDENTIFYING A MEMBER AS “VERIVEST VERIFIED,” “VERIFIED GOLD,” OR “VERIFIED GOLD PENDING,” LISTING AN OPEN OPPORTUNITY ON THE SITE, INDICATING THAT AN OPPORTUNITY IS MONITORED, AND NONE OF THE OTHER SERVICES VERIVEST PROVIDES THROUGH SUITE CONSTITUTE AN ENDORSEMENT OR RECOMMENDATION OF ANY MEMBER OR OF ANY SPECIFIC OPPORTUNITY; and
• Verivest does not need to verify 100% of a Member’s reported track record for that Member to be identified as a Verified Gold Member. Depending on multiple factors, only a limited subset of the Member’s reported track record needs to be verified in order to be characterized as Verified Gold, consistent with the criteria described below.

Description of Services Provided—Track Record Verification

Verivest offers two different forms of track record verification services. First, Verivest verifies a subset of a Member’s reported track record consistent with the parameters identified below in to order determine that the Member’s reported track record is sufficiently trustworthy to grant the Member Verified Gold status. Second, at the request of a Member and subject to Verivest’s agreement to do so, Verivest will also include a Member’s complete track record as part of the Member’s profile and attempt to verify any specific portions of that track record requested by the Member, up to 100% of the Member’s reported track record.

All of Verivest’s track record verification services are performed in exchange for an agreed upon fee that varies from Member to Member based on the amount of information to be verified, available audit reports or other reliable documents that Verivest determines it can rely upon to verify certain aspects of the Member’s reported track record without doing a more detailed review of source documents, and other factors relevant to the amount of work that it takes to verify a track record.

Verified Gold Track Record Verification. In order to designate a Member as Verified Gold, Verivest performs the following activities:

• From the list of deals closed during the last 10 years that the Member provides Verivest when applying to become Verified Gold, Verivest selects and reviews a sample set of deals (direct real estate deals and fund investments that have gone full cycle and loans that have been paid off) that Verivest determines is sufficiently representative to achieve a level of certainty that the Member’s self-reported track record is represented fairly and accurately;
• At a minimum, Verivest selects and reviews no less than (a) five deals (or 100% of deals the Member has done if that is fewer than five), and the lesser of (b) 20% of all deals reported by the Member based on the total number of deals, up to a total of 75, or (c) deals representing 20% of the total investor capital that the Member reports managing, up to a total of 75 deals. For some Members, Verivest may, in its discretion, require verification of a greater number of deals than these minimums in order to determine that it has reviewed a sufficiently large sample size;
• The deals that Verivest selects for verification typically include the Member’s larger deals by dollar amount, deals which appear more complicated or complex, deals reported to have had or appear likely to have had a loss, deals with outlying reported returns (outsized IRRs or multiples as reported by the Member), and other deals that Verivest believes to be the most relevant or impactful deals reported by the Member, all as determined by Verivest in its reasonable discretion;
• 100% verification of all aspects of the sample set of deals selected for verification is not required for any given deal to be “verified.” If Verivest determines that there are what it believes to be legitimate reasons why certain information cannot be obtained, but other available information provides a reasonable level of accuracy or assurance, Verivest may determine that specific elements of any deal have been sufficiently verified for that deal to be verified for purposes of the Member achieving Verified Gold status;
• A Member that has not yet completed any full-cycle deals may still become Verified Gold by agreeing to have its full track record verified as deals go full cycle if Verivest is able to verify all aspects of any open deals that should then be capable of verification, as determined in Verivest’s sole discretion;
• For all deals selected by Verivest for verification, the Member must provide certain backup documentation, which may vary from deal to deal, to Verivest. Verivest then uses reasonable, good faith efforts, as determined in Verivest’s sole discretion, to verify each of the data points relevant to this deal using the documentation provided by Member and other documentation that Verivest determines necessary to verify each element of the deals selected for verification. Examples of the documents Verivest may obtain and other steps it may employ to attempt to verify a deal are described in more detail below;
• Once Verivest has completed its initial verification of a Member’s track record and the Member has achieved Verified Gold status, the Member must agree to continue to verify subsequent full cycle deals on an ongoing basis at least annually, as well as to take the other necessary steps to remain Verivest Verified including paying relevant fees, to retain its Verified Gold status; and
• Annual verifications are based on a review of a sample set of deals closed during the prior 12 months, with the size of sample set determined using the same standards identified above for the initial track record verification, except for Members who agree to provide Verivest information about closed deals on an ongoing basis. For those Members, annual verification will mean that Verivest has verified 100% of all full cycle deals from that year.

Full Track Record Verification. Any Verified Gold Member may elect, subject to acceptance by Verivest, to have 100% of its completed deals listed in the track record section of its profile, instead of the 10 years that a Member is initially required to identify and list in order to become Verified Gold. A Member who elects to list its full track record must provide Verivest with a complete list of all deals ever completed by that Member, and provide Verivest with a written representation that the provided list of deals is complete. Each Member who elects to list its full track record can also retain and pay Verivest to verify as many of the data points included in its track record as possible for any specific deals identified by the Member, beyond the initial deals selected by Verivest for verification to determine Verified Gold status. Even though a Member must list 100% of its completed deals if it elects to provide a full track record beyond 10 years, it is not required to verify 100% of those deals and can selectively pick which deals it wants to have Verivest verify once it has met Verivest’s minimum standards for Gold status.

Track Record Verification Process. Verivest’s obligation to verify elements of a Member’s track record is limited to making reasonable, good faith efforts to confirm the information reported using sources and materials that Verivest believes to be reasonably reliable. For some Members, this may involve a review of third-party audit reports, a third party administrator’s records (including Verivest’s own records) or similar materials by other parties Verivest believes to be reliable and reputable who have already reviewed relevant aspects of a Member’s track record. If Verivest concludes that these materials are sufficiently trustworthy to reasonably conclude that the Member has accurately reported specific elements of its track record, Verivest will deem those elements verified, and indicate that with a pink checkmark next to that aspect of the Member’s track record. Any element with either a grey checkmark or no checkmark at all have NOT been verified, either because they were not selected for verification or because Verivest attempted to verify them but could not.

Where audit reports and similar materials are not available, Verivest obtains and reviews a variety of documents and information from both public and private sources to determine whether a good-faith basis exists for concluding that specific elements of the Member’s track record are verified. Examples of the steps Verivest may elect to take to verify information in a track record include the following:

• Verification of asset existence – real property and loans. To confirm that a Member has actually acquired the real property investments or made the mortgage loans identified by the Member as part of its track record, and that the representations that Member is making about the performance of each asset appears to be accurate, Verivest may collect some or all of the following information from the Member about each asset in the Member’s track record, as determined by Verivest based on the nature of the asset:
• Investment date and amount
• Disposition date and amount
• Closing statement
• Physical property address(es)
• Equity invested
• Purchase and Sale Agreement
• Borrower name
• Offering Memorandum or Investment Summary
• Operating Agreement
• Entity Balance Sheet
• General Ledger Detail Report
• Issuer produced reports provided to investors in that deal
• Any other relevant information available for review
• Using the information provided by Member, Verivest then searches for the real property asset in various available subscription databases to attempt to corroborate the reported dates and amounts and the property owner or borrower. If the property does not appear on the public record, Verivest may notify the Member and ask to connect with the counterparty or escrow agent to attempt to confirm the transaction took place.
• Verification of asset existence – limited partner investments in other entities. Member has actually made a claimed limited partner investment in another entity, Verivest may collect the Subscription Agreement and Operating Agreement for the investment and the contact information of the issuer from Member, and then contact the issuer to confirm directly that the Member made the investment in question.
• Verification of a Member’s reported return information and disposition of assets. Examples of how Verivest may attempt to verify actual return information reported to it by a Member include the following:
• Collecting and reviewing information provided by the Member about the dates and amounts of investment capital it has received, the dates and amounts of distributions to investors, and the Member’s computed figures for IRR, cash yield and equity multiples.
• Independently calculating return information and identifying and discussing any discrepancies with the Member.
• Reviewing tax returns and general ledger information to confirm the total amounts of capital contributions and distributions reported by a Member.
• For the disposition of any assets or loans, reviewing closing statements or applicable documentation showing loan payoff.
• In some cases, including where the Member has not yet filed tax returns for a full cycle deal, or where there are discrepancies in information that Verivest cannot understand based on other information and documentation available to it, Verivest may also use bank statements to attempt to reconcile general ledger information.

Additional Track Record Verification Considerations. The following considerations apply to any attempt by Verivest to verify a Member’s track record, either to determine eligibility for Verified Gold status or to verify other aspects of a Member’s complete track record at the Member’s request (including payment of applicable fees):

• Verivest verifies reported return information at the deal or property level. It does not attempt to review investor-level returns that a Member reports to have generated for its investors, which may vary considerably from investor to investor. In other words, if a Member buys a property with investor capital, the gross returns from the property itself are verified, not the net returns paid to investors. By contrast, if a Member invests in another fund or a limited partner or membership interest in a deal offered by another investment manager, Verivest attempts to verify the return that the Member realized, not the returns generated by the underlying assets. In such an instance, similar to direct real estate or loan investments, Verivest does not attempt to verify the returns paid by the Member to its investors derived from that investment. Verivest may determine that and use, in its sole discretion, another method of verification Verivest believes is more appropriate for any given deal;
• There is no indication on the Site of whether a member has elected to list its full track record or of which deals a Member has asked Verivest to verify. Each data point about deals that Verivest has been able to verify is marked with a pink checkmark. Data points that either have not been verified or which Verivest has been unable to verify are indicated either with a grey checkmark or by the absence of any checkmark at all. A gold checkmark on the heading of a Member’s track record means only that Verivest has completed verifying a sufficient sampling of the Member’s completed deals during the last 10 years for that Member to become Verified Gold, consistent with the criteria described above;
• Verivest does not (and cannot) represent or warrant that the information it has verified about a Member’s track record is 100% accurate or complete. While Verivest attempts in good faith to achieve a reasonable level of certainty that the reported information it verifies is accurate and complete, it is entirely possible that the information it relies upon in its verification process is inaccurate or potentially even fraudulent. Reasonable people may also disagree about the level of certainty or proof that should or is able to be achieved for reported track record information to be considered “verified,” and they may also disagree about how to appropriately calculate or represent certain information like reported returns.
• OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES ABOUT WHAT VERIVEST DOES TO VERIFY A MEMBER’S TRACK RECORD THAT ARE CONTAINED IN THESE TERMS OF SERVICE, VERIVEST EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES ABOUT TRACK RECORD INFORMATION CONTAINED ON THE SITE.
• VERIVEST’S REVIEW OF A MEMBER’S TRACK RECORD SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR DOING COMPLETE DUE DILIGENCE ON A MEMBER BEFORE PURCHASING ANY SECURITIES FROM OR OTHERWISE INVESTING WITH THAT MEMBER. VERIVEST ENCOURAGES ALL USERS TO CONDUCT THEIR OWN INDEPENDENT DUE DILIGENCE AND CONSULT WITH THEIR OWN LEGAL AND FINANCIAL ADVISERS BEFORE MAKING ANY INVESTMENT WITH A MEMBER.

Description of Services Provided—"Monitoring"

A Member may retain Verivest to provide certain administration and accounting services for one or more of its offerings in exchange for fees agreed upon between Verivest and the Member. Whenever a Member retains Verivest to provide these services, the specific opportunity or deal being administered by Verivest is designated as “Monitored” on the Site.

Specifically, a designation of “Monitored” means that Verivest is or was retained to provide the following services (each to the extent applicable) for the Monitored opportunity:

• A weekly review of all bank account activity against supporting documentation to attempt to ensure all transactions have sufficient support, as determined by Verivest;
• Following up with the Member regarding any outstanding bank activity for which Verivest has not yet received information;
• Entering all bank account and credit card activity bi-monthly into the general ledger for the opportunity and updating accounting schedules accordingly;
• Performing a month-end closing reconciliation of the operating entity’s bank account(s);
• Where applicable, collecting Financial Statements (Income Statement and Balance Sheet) for the property;
• Generating period ending reports and schedules, and producing Verivest’s standard financial statement package (a Balance Sheet and Income Statement), on a monthly or quarterly basis, depending on the scope of the engagement;
• Calculating management fees and carried interest waterfall per the operating entity’s offering documents and generating monthly or quarterly invoice(s);
• Calculating unit price at the same interval that subscriptions occur (where applicable);
• Preparing tax and audit packages including year-end financial statement package, supporting schedules, Capital Account Reconciliation, and investor demographics to the operating entity’s designated CPA firm in connection with its audit activities;
• Where Verivest determines, in its sole discretion, that additional evidence, such as closing statements and sales agreements, is needed to confirm the acquisition of an asset, such information is obtained and reviewed for the acquisition of a new asset;
• Handling audit related inquiries for items such as loan servicing and asset valuations or markups, as well as file reformatting, additional analysis, or data consolidation;
• Generating and issuing investor capital calls and subscribing each investor’s contribution into the books and records of the operating entity in accordance with the frequency and methodology stated in the applicable offering documents;
• Maintaining a register of investors in the opportunity, including names, contact information, capital balances, membership units or percentage interests, and ERISA categorization;
• Calculating note holder interest, preferred return, and the manager and investors’ respective profit split or promote interests (if applicable and as defined in the relevant offering documents), using Verivest’s ordinary methodology, and in accordance with the applicable waterfall, and provide to the Member for approval;
• Processing investor distributions according to the relevant offering documents, subject to the Member’s approval;
• Processing investor redemptions in accordance with the applicable offering documents, subject to the Member’s approval;
• Providing Member with files needed (including distribution report, checks, NACHA file) for the Member to disburse the approved amounts to investors and the Member accordingly;
• Sending investors updated account statements on a periodic basis as described in the applicable offering documents via email or via other forms of electronic communication, such as Verivest’s investor portal;
• Updating investor capital account balance information monthly or quarterly, depending on the scope of the engagement;
• Providing an ERISA compliance report no less frequently than quarterly to enable Member’s obligation to monitor ERISA limitations;
• Generating year-end investor capital account balance statements and submitting them to the Member’s designated CPA firm to validate and produce K-1s; and
• Uploading 1099-INT’s and K-1s to Verivest’s investor portal (or, for additional fees to outside investor portals) for investors to download at year-end.

For each Monitored opportunity, any material anomalies Verivest identifies while performing these tasks that Verivest is unable to redress through discussions with the Member are identified as anomalies in the “Monitoring Notes” section of the opportunity listing on the Site. If no anomalies are found, no notes will be listed.

DESIGNATING AN OPPORTUNITY AS “MONITORED” ON THE SITE MEANS ONLY THAT VERIVEST HAS AGREED TO PERFORM THE SERVICES IDENTIFIED ABOVE FOR THAT OPPORTUNITY OR DEAL. MONITORING AN OPPORTUNITY DOES NOT SUGGEST OR IMPLY, AND VERIVEST DOES NOT WARRANT OR REPERESENT THAT ALL ASPECTS OF THAT OPPORTUNITY ARE BEING EXECUTED IN COMPLIANCE WITH LEGAL REQUIREMENTS OR WITH THE APPLICABLE OPERATING DOCUMENTS. BY AGREEING WITH A CLIENT TO PROVIDE THE SERVICES ABOVE AND INDICATING THAT IT HAS DONE SO BY DESIGNATING THAT OPPORTUNITY AS “MONITORED,” VERIVEST UNDERTAKES NO OBLIGATIONS TO INVESTORS IN THAT OPPORTUNITY, FIDUCIARY OR OTHERWISE. VERIVEST’S SOLE OBLIGATIONS ARE THE LIMITED CONTRACTUAL OBLIGATIONS TO THE MEMBER THAT HAS RETAINED IT, WHICH ARE SPELLED OUT IN A SEPARATE WRITTEN AGREEMENT BETWEEN VERIVEST AND THAT MEMBER. VERIVEST IS UNDER NO OBLIGATION TO NOTIFY INVESTORS IN THE OPPORTUNITY OR USERS OF THE SITE THAT IT HAS TERMINATED AN AGREEMENT TO PROVIDE MONITORING SERVICES FOR AN OPPORTUNITY IF ITS INITIAL AGREEMENT WITH THE MEMBER TO PROVIDE THOSE SERVICES IS SUBSEQUENTLY TERMINATED. WHILE VERIVEST MAKES EVERY REASONABLE ATTEMPT TO AVOID SUCH CIRCUMSTANCES, IT IS ALSO POSSIBLE THAT AN OPPORTUNITY THAT IS NOT OR IS NO LONGER BEING MONITORED MAY INADVERTANTLY BE LISTED ON THE SITE AS BEING MONITORED.

Description of Services Provided—Opportunity Listings

Verivest Verified, Verified Gold, and Verified Gold Pending Members can list open opportunities in their profiles posted in the manager directory section of the Site (the “Directory”). In addition to listing the opportunities in the Directory, Verivest may also circulate a newsletter to Users of the Site that endeavors to identify all managers with new opportunities listed since the prior newsletter, and includes a link to access all listed opportunities. There is no fee for listing an opportunity in the Directory, but any Member listing an opportunity in their profile agrees to pay Verivest a flat fee of $500 for each individual or single member entity and $750 for each other investor who makes an investment in that opportunity through the Directory. These fees apply each time that investor makes a subsequent investment in another opportunity provided by that manager, including when that investor makes an investment directly with the manager, and not through the Site. In exchange for this fee, Verivest provides all services needed to onboard the investor, including general account setup, subscription documentation assistance, accreditation verification, and AML/KYC checks, if the investment is made through the Site.

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

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

Each manager listing an opportunity on the Site acknowledges and agrees that it is ultimately responsible for the proper administration of all entities involved with an opportunity listing. Among other things, the manager is responsible for confirming the accuracy of any information provided to investors through the Site. Each manager also acknowledges and agrees that Verivest’s agreement to list an opportunity on the Site is contingent on their timely, accurate and sufficient performance of each of the following:

• Provide accurate copies of each relevant entity’s current offering documents and providing any subsequent amended versions within five business days after they are amended. Providing documentation supporting the manager’s interpretations of those offering documents when and if requested by Verivest.
• Providing complete investor information and timely updates to Verivest as investor information changes with respect to any investor investing through the Site. Complete investor information will include, but may not be limited to, entity/account type (i.e., Individual, Joint, IRA, Entity or Trust), accurate tax identification information (SSN/TIN/EIN), email and mailing addresses, investment amounts, and investment class.
• Ensuring that all investor subscription activity complies with applicable laws and regulations, including laws and regulations relating to AML, KYC, and accreditation verification.
• Providing a point of contact for inquiries, data requests, document review, and other actions as may be required for Verivest to list the opportunity on the Site.

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

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

Description of Services Provided—Investor Capital Managed Verification

Verivest Verified and Verified Gold Members may elect (but have no obligation) to represent the amount of their current “Investor Capital Managed” or “ICM” in their profile. ICM is the amount of investor capital being managed by a Member across all of its active offerings, as represented by the Member.

Verified Gold Members may also elect, in exchange for a fee agreed upon by Verivest and the Member, to have Verivest verify the Member’s listed ICM. As a Member’s ICM grows over time, the Member can also engage Verivest to verify its updated ICM, no more frequently than quarterly. If Verivest has verified a Member’s ICM using the methodology described below, the ICM listing includes a pink checkmark and a “verified as of” date next to the reported ICM. ICM that has not been or cannot be verified and ICM that has been updated but not yet verified is indicated by a grey checkmark.

Verivest takes the following steps to verify a Member’s reported ICM:

• Verivest Asks the Member for a list of all investment opportunities currently being managed by the Member (“active” opportunities), along with the amount of investor capital at risk in each investment vehicle, and a copy of the Operating Agreement or other similar charter documents for each investment vehicle included in the Member’s stated ICM;
• Verivest then attempts to obtain balance sheets and income statements for each of the investment vehicles that the Member has identified and attempts to confirm to Verivest’s reasonable satisfaction that the amount of contributed capital identified on those documents ties out to the spreadsheet provided by the Member;
• For funds with unfunded capital commitments, Verivest requests an anonymized copy of the capital account reconciliation showing the amount of unfunded and funded commitments and attempts to tie the funded commitments to the balance sheet provided by the Member;
• Verivest may also ask a Member for a random sampling of redacted subscription agreements to attempt to confirm the unfunded commitments are not being overinflated; and
• Verivest may take other steps that it determines in its sole discretion to be sufficient to reach a reasonable conclusion that a Member’s reported ICM is stated fairly and accurately and rely on those steps to designate reported ICM as verified.

DESIGNATING A MEMBER’S ICM AS “VERIFIED” IS NOT A REPRESENTATION OR WARRANTY THAT THE REPORTED ICM NUMBER IS ACCURATE, ONLY THAT VERIVEST HAS TAKEN THE STEPS IDENTIFIED ABOVE AND DETERMINED THAT THERE IS A REASONABLE, GOOD FAITH BASIS FOR CONCLUDING THAT THE MEMBER HAS FAIRLY AND ACCURATELY STATED ITS ICM.

Description of Services Provided—Investment Manager Directory Listings

All investment managers listed on the site, including Unverified profiles and all Member profiles, appear in the “Find Investment Managers” page based on search parameters input by an investor. The search algorithm on the “Find investment managers” page currently sorts the results in the following order:

Verified Gold (high to low by ICM)

Verivest Verified (high to low by ICM)

Unverified (alphabetically)

NO RECOMMENDATION OR ENDORSEMENT IS INTENDED OR IMPLIED BASED ON THE ORDER IN WHICH SEARCH RESULTS ARE DISPLAYED.

Description of Services Provided—Investments Summary Information

An “Investments Summary” section will be included in a Member’s profile for Members who elect to post their track record information. This summary includes information about the Member’s total dollar amount of active investments, the Member’s total dollar amount of realized investments, and the average hold period for the Member’s investments, defined as follows:

• “Amount of Active Investments” means the sum of (a) the total capitalized acquisition cost of any real estate assets (including debt, equity, and cost of improvements), (b) the total principal amount of any loans issued by the Member, and (c) any other amounts identified by Verivest as reasonable to include in this figure under the relevant circumstances.
• “Amount of Realized Investments” means the sum of (a) the gross sales prices of all real estate assets sold, (b) the total principal amounts repaid by all of the Member’s borrowers, and (c) any other amounts identified by Verivest as reasonable to include in this figure under the relevant circumstances.
• “Average Hold Period” means the average length of time between the acquisition and disposition of each asset the Member has purchased with investor capital or the time between initial loan and full payoff of each loan made with investor capital.

Verivest anticipates that, under most circumstances, the information included in the “Investments Summary” section will be extremely difficult to fully verify and therefore will be characterized on the site as unverified (even if some portion or even a significant portion has been verified elsewhere) and instead will just be listed as reported by the investment manager without verification. Verivest makes no representations or warranties about that unverified information. If, however, Verivest has verified any portion of the information included in the Investments Summary Information section of a Member’s profile as part of its track record verification services, that information is designated with a pink checkmark. If Verivest has not attempted to verify the information, or if it has tried to do so but was not successful, the information is not designated with any checkmark. Only in instances where a pink or gold checkmark appears next to any header in this section has that information been verified by Verivest to the standards outlined in this Terms of Service.

INVESTMENT SUMMARY INFORMATION SHOULD NOT BE RELIED UPON TO MAKE ANY INVESTMENT DECISION. IT IS NOT INTENDED TO BE AND SHOULD NOT BE TAKEN AS ANY REPRESENTATION ABOUT HOW FUTURE INVESTMENT OPPORTUNITIES BY THE MEMBER WILL PERFORM, OR EVEN ABOUT HOW ANY ONE INVESTMENT BY THAT MEMBER HAS PREVIOUSLY PERFORMED. OTHER THAN THE LIMITED REPRESENTATIONS ABOUT INVESTMENTS SUMMARY INFORMATION CONTAINED IN THESE TERMS OF SERVICE, VERIVEST MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, ABOUT THE INFORMATION CONTAINED IN THAT SECTION OF A MEMBER’S PROFILE.

Description of Services Provided—Investment Manager Reviews

Users have the ability to rate investment managers (including Members and unclaimed investment managers) on the Site using a 1-5 star rating system, and to provide written narrative reviews of the investment managers (collectively, “Investment Manager Reviews”). This functionality is intended to give investor Users the opportunity to learn about other investors’ experiences with a specific investment manager as part of their due diligence of that investment manager. Investment Manager Reviews constitute user content subject to the intellectual property provisions of these Terms of Use and are otherwise subject to the restrictions on use and other limitations contained in these Terms.

Investment Manager Reviews are also subject to the following terms:

• Users can provide Investment Manager Reviews under their identified profile or on an anonymous basis. While Verivest will not share the identity of a User who leaves an anonymous review on the site with the manager or other members, Verivest can determine the identity of a User who leaves an anonymous review. Verivest also reserves the right to remove any reviews by anonymous reviewers if it cannot confirm that they are actual investors or if it determines that they do not have a basis for the posted review.
• Users who have invested with a Member in an opportunity that is Monitored by Verivest (which allows Verivest to confirm that the User has actually made an investment with the Member being reviewed) are designated with a “Verified Investor” badge associated with their review.
• Users have 30 days after posting a review to make changes. After 30 days, they can remove their review or write an update. If a User changes their star rating of an Investment Manager, only their most recent rating is included in the average star rating included in the investment manager’s profile.
• Members who are at least Verivest Verified can post replies to Investment Manager Reviews about them. Users who are not at least Verivest Verified do not have the option of responding to specific reviews, other than under their User profile or as an anonymous User posting a separate Investment Manager Review.
• Reviews listed in the “Reviews” section of an Investment Manager’s profile or opportunity listing are sorted by Verified Investor reviews first, then by newest to oldest reviews.

VERIVEST DOES NOT COMPENSATE USERS IN ANY WAY FOR LEAVING INVESTMENT MANAGER REVIEWS. Verivest has no way of knowing whether an investment manager has provided any form of compensation or incentive to Users leaving Investment Manager Reviews. In considering the value and weight of any Investment Manager Reviews, Verivest encourages Users to find out from the Member whether any compensation was provided for that review.

Verivest does not adopt or endorse any Investment Manager Reviews or similar recommendations made by Users, on the Site or otherwise, and Verivest has no way of confirming that Users other than Verified Investors have a factual basis for any opinions or assertions made in an Investment Manager Review. The User posting an Investment Manager Review is solely responsible for the content of that review. Verivest nevertheless reserves the right, in its sole discretion, to remove content from any Investment Manager Review. Reasons Verivest may elect to remove an Investment Manager Review include content that violates these Terms or our review guidelines, and Investment Manager Review that include inappropriate or irrelevant content. If Verivest removes an Investment Manager Review, the star rating associated with that review is no longer included in the calculation of a Member’s average star rating.

Intellectual Property Rights and Ownership

Verivest and its licensors retain sole and exclusive ownership of the software and other intellectual property used to provide the Services and operate the Site. Without limitation, this intellectual property includes (i) all software, computer code, and similar intellectual property used to provide the Services and (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 (defined below). 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 and the Site for the limited purposes of researching, making and managing investments with authorized Users who are lawfully using the Services, marketing and selling investment opportunities to and managing Members’ relationships with investors who are authorized Users lawfully using the Services consistent with the Member Terms of Service Agreement, and any other use of the Services authorized by Verivest.

Verivest may revoke this license, in whole or in part, at any time and for any reason or for no reason. If we create a white-labeled investor portal for you as part of the Services, you will own the domain for that site, and we will provide an SSL Certificate for that domain during the term of this Agreement. If this Agreement is terminated for any reason, you will continue to own the domain but will need to provide alternative content and a security certificate for the domain. 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”), including through your use of any white-labeled portal, you retain ownership of that User Content, but grant Verivest an unlimited license to use that User Content for the purpose of operating the Site and providing the Services. Without limitation, User Content may include text, graphics, charts, information, images, articles, reports, presentations and other material, as well as names, logos, trademarks and service marks. Nothing in this Agreement or any use of User Content consistent with this Agreement shall constitute a waiver of any trademark, copyright or other intellectual property rights by you or by us. Verivest reserves the right to enforce its intellectual property rights to the full extent of the law.

Restrictions on Use

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

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

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

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

• providing false or inaccurate information to us, including identity information or information about yourself, your track record, your offerings, or any investment products;
• engaging or attempting to engage in illegal or fraudulent activities;
• using the Services or the Site in any manner that could damage, disable, overburden, or impair the Services or the Site, or interfere with any other party’s use and enjoyment of the Services;
• attempting to gain unauthorized access to the Site or the Services through hacking, password mining or any other means;
• creating User accounts by automated means or under false or fraudulent pretenses;
• transmitting any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
• defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights (such as rights of privacy and publicity) of others;
• uploading, posting, emailing or transmitting, or otherwise making available through the 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;
• 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 Services;
• using any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of 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 Services include links to websites operated by third parties, including Members and other authorized Users of the Site who may or may not be affiliated with us. We do not endorse, have any responsibility for or make any representations about, any other sites, including their products and services, content, communications and website use policies. We make no express or implied warranty about the accuracy, copyright compliance, legality, merchantability or any other aspect of the content of such links. The use of third-party websites is entirely at your own risk. By accessing these links, you acknowledge that such other sites or locations are not under the control of Verivest and you agree that we shall not be responsible for any information or additional links found at such site or location, or for your use of such information.

Third-Party Terms of Service

Certain aspects of the Services are provided using software and other services provided by third-party vendors pursuant to licenses with us. By using the Services or accessing the Site, you are agreeing to be bound by all applicable license agreement and terms of service or use governing those third-party products and services. Without limitation, you are agreeing to be bound by the following terms of service, as if you were agreeing to each of these agreements directly with the applicable third-party vendors, as it relates to the products and services provided by that vendor:

Google Analytics Terms of Service, available at https://marketingplatform.google.com/about/analytics/terms/us/

HubSpot Customer Terms of Service, available at https://legal.hubspot.com/terms-of-service

Docusign Services Terms and Conditions, available at https://www.docusign.com/company/terms-and-conditions/web

SADA Systems, Inc.’s Google Maps Platform Customer Agreement, available at https://sadasystems.com/agreements/google-maps-platform-v2.pdf

Consent to receive electronic Communications

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

Investor Due Diligence

BY USING THE SERVICES AND THE SITE TO RESEARCH OR MANAGE INVESTMENTS IN PRIVATE SECURITIES ISSUED OR MANAGED BY MEMBERS, YOU ACKNOWLEDGE AND AGREE THAT ALL SUCH INVESTMENTS ARE INHERENTLY RISKY, AND YOU ARE ASSUMING ALL RISKS ASSOCIATED WITH MAKING SUCH AN INVESTMENT. YOU ACKNOWLEDGE THAT VERIVEST AND ITS AFFILIATED COMPANIES WILL ONLY CONDUCT THE LIMITED DUE DILIGENCE DESCRIBED IN THIS AGREEMENT NEEDED TO CONFIRM THAT A MEMBER IS “VERIVEST VERIFIED” OR “VERIFIED GOLD,” OR TO PROVIDE THE OTHER MONITORING AND VERIFICATION SERVICES DESCRIBED IN THIS AGREEMENT, AND THAT ANY DUE DILIGENCE IT 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, AND THAT YOU HAVE NO RIGHT TO RELY SOLELY ON DUE DILIGENCE THAT VERIVEST OR ITS AFFILIATES HAVE DONE IN MAKING YOUR INVESTMENT DECISIONS. YOU WILL CONDUCT YOUR OWN DUE DILIGENCE ON ALL OPPORTUNITIES IN WHICH YOU MAY BE INTERESTED. BY USING THE SERVICES, YOU UNCONDITIONALLY AND FOREVER RELEASE VERIVEST AND ITS AFFILIATES AND THEIR RESPECTIVE AGENTS, OFFICERS, DIRECTORS, PARTNERS, REPRESENTATIVES AND THIRD-PARTY SERVICE PROVIDERS FROM ANY AND ALL LIABILITY ASSOCIATED WITH YOUR USE OF THE SERVICES, INCLUDING THE SITE, ANY MEMBER DISCLOSURES, DUE DILIGENCE, AND REPRESENTATIONS, 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 Members through the Site or the Services, and we expressly disclaim any and all liability in connection with any such User Content. We will not be responsible for the accuracy, usefulness, truthfulness, safety, validity, forthrightness, completeness, or intellectual property rights of or relating to such User Content. You use the Services, including the Site, solely at your own risk. You understand, acknowledge and agree that you are entirely responsible for the consequences of all your use of or reliance on the Service, any User Content, or the Site.

Disclaimers

No Offer of Securities or Advice. 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 or Member, by Verivest. Verivest is not providing the Services or the Site to provide investment or other advice and nothing therein should be deemed to be a recommendation that you buy, sell, or hold any security or other investment. You further acknowledge and agree that Verivest does not provide any tax, legal, accounting or other professional advice in connection with any investments you might make. In making an investment decision, 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.

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, AND 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, including the Site, you agree to indemnify, defend and hold harmless Verivest and all of its agents, Representatives, and affiliates against any and all claims, liabilities, damages, costs or other expenses (including, without limitation, attorney fees) that may arise directly or indirectly out of or from (a) your purchase or sale of any securities or participation in any investment opportunity using the Services or the Site, (b) your breach of this Agreement, and (c) any action (or inaction) you take or decision you make in reliance on or as facilitated by the Services.

Limitations of Liability

BY USING THE SERVICES IN ANY WAY, YOU ACKNOWLEDGE: (i) THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK; (ii) THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICES; AND (iii) THAT IN NO EVENT SHALL VERIVEST OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES (EXCEPT FOR OTHER USERS MARKETING INVESTMENT OPPORTUNITIES) BE LIABLE FOR ANY DAMAGES, LOSSES OR LIABILITIES OF ANY KIND RELATED TO (a) YOUR PURCHASE OR SALE OF ANY SECURITIES OR PARTICIPATION IN ANY INVESTMENT OPPORTUNITY USING THE SERVICES, (b) YOUR RELIANCE ON OR USE OR INABILITY TO USE THE SERVICES, INCLUDING ANY INFORMATION, MATERIALS, PRODUCTS OR SERVICES ON THE SITE, (c) ANY ERRORS OR OMISSIONS IN THE SERVICES, (d) YOUR ACCESS TO, USE OF OR INABILITY TO USE THE SERVICES OR THE SITE, AND (e) 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 ((a) THROUGH (e)) 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, the Member Terms of Service Agreement, our Privacy Policy, and any other written agreements you may have with Verivest, including any agreements to pay for the 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. This Agreement is not intended to modify or amend other agreements you may have with Verivest or its affiliates regarding other matters.

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) 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 this 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. investors. If you elect to access or use the Services from outside of the United States, we make no warranties that materials on this site are appropriate or available for use in such locations. You agree that you are solely responsible for compliance with any laws of your specific jurisdiction and further agree that you shall not use the Services if you are restricted 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, 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 may require you to submit any disputes related to the use of the Site to final and binding arbitration in the State of Oregon.

Class Action and Arbitration

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

You irrevocably agree that Verivest, at its sole discretion, may require you to submit any disputes arising from the use of the Services, the Site, this Agreement, or the Member Terms of Service 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, the Member Terms of Service Agreement, 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.

Copyright © Verivest LLC 2022

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

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