SOELEquity

Legal

Terms of Use

Effective Date: [Date to be confirmed] Last Updated: [Date to be confirmed]

These Terms of Use ("Terms") govern your access to and use of the SOEL Equity website, investor portal, applications, communications, documents, features, services, and related technology platforms collectively referred to as the "Platform."

The Platform is operated by [Legal entity name to be confirmed], doing business as SOEL Equity ("SOEL Equity," "SOEL," "we," "our," or "us").

By accessing or using the Platform, you agree to these Terms.

If you do not agree with these Terms, you should not use the Platform.

1. About SOEL Equity

SOEL Equity provides a technology-enabled platform through which authorized users may receive information concerning private real estate investments, review investment materials, manage investor information, access documents, view account information, and interact with investment opportunities that have been specifically made available to them.

Access to the Platform does not mean that any investment is suitable for you or that you are eligible to participate in any particular offering.

SOEL Equity may restrict or condition access to investment opportunities based on investor eligibility, applicable securities laws, accreditation requirements, jurisdiction, offering requirements, internal approval, and other factors.

2. Private Investor Platform

Certain areas of the Platform are private and available only to approved users.

Creating an account, requesting access, receiving an invitation, or identifying yourself as an accredited investor does not automatically entitle you to:

  • access investment opportunities;
  • receive offering documents;
  • view confidential financial information;
  • invest in any offering;
  • receive investor statements;
  • participate in any particular investment.

SOEL Equity reserves the right to approve, deny, restrict, suspend, or revoke access to the private investor portal or any individual investment opportunity.

3. No Public Offer

Information on publicly accessible portions of the Platform is provided for general informational purposes only.

Unless expressly stated in definitive offering documents delivered to an eligible investor, nothing on the public Platform constitutes:

  • an offer to sell securities;
  • a solicitation of an offer to purchase securities;
  • a recommendation to purchase or sell an investment;
  • investment advice;
  • legal advice;
  • accounting advice;
  • tax advice.

Any offer of securities will be made only pursuant to applicable offering documents and applicable securities laws.

4. Investment Opportunities

Investment opportunities displayed within the private investor portal may only be available to certain approved investors.

Access to information about an investment does not constitute acceptance into the offering.

An investment is not accepted merely because you:

  • indicate an investment amount;
  • submit an investment request;
  • execute preliminary documents;
  • provide banking information;
  • transfer funds; or
  • complete investor onboarding.

An investment is subject to acceptance by the applicable issuer or investment entity and satisfaction of all applicable eligibility requirements.

The definitive offering documents for an investment control over any summary, marketing material, dashboard, presentation, website content, or other information if an inconsistency exists.

5. Accredited Investors

Certain investments may be limited to "accredited investors" as defined under applicable U.S. securities laws.

You are responsible for providing accurate information regarding your investor status.

Selecting a checkbox or otherwise representing that you are accredited does not necessarily constitute verification of accredited investor status.

SOEL Equity or the applicable issuer may request additional documents or third-party verification where required.

Verification requirements may vary depending upon the legal exemption relied upon for a particular offering.

6. Investment Risks

Private investments involve substantial risk.

Potential risks may include, among others:

  • loss of some or all invested capital;
  • limited or no liquidity;
  • real estate market risk;
  • economic downturns;
  • occupancy and tenant risk;
  • financing risk;
  • refinancing risk;
  • interest-rate risk;
  • leverage risk;
  • construction or renovation risk;
  • operating risk;
  • regulatory risk;
  • insurance risk;
  • environmental risk;
  • tax risk;
  • sponsor and management risk;
  • valuation uncertainty;
  • inability to achieve projected business plans;
  • delayed or reduced distributions.

You should not invest funds that you may need for near-term expenses or liquidity.

You should carefully review the risk factors contained in the applicable offering materials before investing.

7. No Guarantee of Returns

No investment return is guaranteed.

Any target, projection, forecast, estimated return, preferred return, internal rate of return, equity multiple, cash-on-cash return, appreciation estimate, distribution estimate, or similar financial metric is based upon assumptions and may not be achieved.

Actual results may differ materially.

Past performance is not indicative of future results.

8. Forward-Looking Information

The Platform may contain projections, forecasts, expectations, estimates, assumptions, plans, targets, or other forward-looking information.

Forward-looking information is inherently uncertain.

Actual financial or operating results may differ materially from projected results due to circumstances that may include market conditions, interest rates, property operations, financing availability, tenant behavior, construction costs, regulations, economic conditions, and other factors.

No representation is made that any forecast or target will be achieved.

9. No Investment Advice

Unless explicitly stated otherwise in writing, SOEL Equity does not provide individualized investment advice through the Platform.

Information displayed on the Platform should not be interpreted as a recommendation that any investment is appropriate for you.

You are responsible for evaluating your own financial condition, investment objectives, risk tolerance, tax circumstances, liquidity requirements, and suitability.

You should consult your own qualified financial, legal, tax, and accounting professionals before making an investment decision.

10. User Accounts

You may be required to create an account to access private portions of the Platform.

You agree to:

  • provide accurate and current information;
  • maintain accurate account information;
  • keep your username and password confidential;
  • use appropriate security measures;
  • notify SOEL Equity promptly of suspected unauthorized access;
  • not share your account with unauthorized users.

You are responsible for activity occurring through your account to the extent permitted by law.

SOEL Equity may require multi-factor authentication or other security controls.

11. Investor Entities

Your account may allow you to invest individually or through entities such as:

  • limited liability companies;
  • trusts;
  • corporations;
  • partnerships;
  • retirement accounts;
  • family offices;
  • other permitted entities.

You represent that you have authority to act on behalf of any entity you register or use through the Platform.

SOEL Equity may require evidence of authority, beneficial ownership, formation documents, tax documentation, or other information.

12. Identity, KYC, AML, and Compliance

Where applicable, SOEL Equity or its service providers may request information necessary to:

  • verify identity;
  • verify investor eligibility;
  • verify accredited investor status;
  • identify beneficial owners;
  • conduct sanctions screening;
  • perform anti-money-laundering review;
  • prevent fraud;
  • satisfy legal or regulatory requirements.

Failure to provide requested information may result in delayed, restricted, or denied access.

13. Confidential Information

Private investment materials may contain confidential, proprietary, or nonpublic information.

You agree not to:

  • publicly distribute private offering documents;
  • publish confidential financial information;
  • share private deal-room materials with unauthorized persons;
  • reproduce confidential materials except for your own permitted evaluation;
  • provide unauthorized users access to the investor portal.

SOEL Equity may watermark or otherwise identify confidential documents.

14. Investor Statements and Account Information

Investor statements, portfolio information, valuations, ownership information, distribution records, and other account information are provided for informational and recordkeeping purposes.

Certain values may represent estimates rather than liquidation values.

Account information should not necessarily be interpreted as the amount you would receive upon a sale, redemption, liquidation, or other disposition.

15. Electronic Communications

By providing electronic contact information and, where required, consenting to electronic communications, you may receive:

  • account communications;
  • disclosures;
  • investment documents;
  • statements;
  • tax documents;
  • notices;
  • electronic signature requests;
  • investment updates;
  • administrative communications.

You are responsible for maintaining an accurate email address and other contact information.

Certain communications may require separate electronic-delivery consent.

16. Electronic Signatures

Where electronic signatures are offered, you agree that an electronic signature may have the same legal effect as a handwritten signature where permitted by applicable law.

Specific transactions may require additional electronic-signature terms or disclosures.

17. Tax Information

SOEL Equity does not provide tax advice through the Platform.

Tax consequences vary based on:

  • investor circumstances;
  • investment structure;
  • ownership entity;
  • jurisdiction;
  • holding period;
  • tax classification;
  • other factors.

You should consult your own tax adviser.

18. Third-Party Services

The Platform may integrate or link to third-party providers such as:

  • identity-verification providers;
  • accreditation-verification providers;
  • electronic-signature providers;
  • payment or banking providers;
  • document-storage providers;
  • investor-administration providers;
  • analytics providers;
  • communications providers.

SOEL Equity is not responsible for independent third-party services except as required by applicable law.

Your use of third-party services may be governed by separate terms and privacy policies.

19. Prohibited Conduct

You may not:

  • access another investor's account;
  • attempt to bypass access controls;
  • scrape private investment information;
  • probe or attack Platform security;
  • upload malware;
  • impersonate another person;
  • provide materially false investor information;
  • use confidential information for unauthorized purposes;
  • reproduce or commercially exploit Platform content without authorization;
  • interfere with Platform operation;
  • attempt to obtain data you are not authorized to receive;
  • use the Platform for illegal activity.

20. Intellectual Property

The Platform, including its software, design, trademarks, branding, graphics, text, databases, and proprietary materials, is owned by or licensed to SOEL Equity or its affiliates.

Except as expressly permitted, no rights are granted to reproduce, distribute, modify, sell, license, or commercially exploit the Platform or its content.

21. Availability of Platform

SOEL Equity does not guarantee that the Platform will be continuously available or error-free.

The Platform may occasionally be unavailable due to:

  • maintenance;
  • upgrades;
  • security events;
  • service-provider outages;
  • technical problems;
  • circumstances beyond our control.

We may modify or discontinue Platform functionality where permitted by law.

22. Information Accuracy

SOEL Equity seeks to provide accurate information but does not warrant that all Platform information is complete, current, or error-free.

Investors should rely on definitive transaction documents when making investment decisions.

If you identify an apparent error in your account information, contact SOEL Equity promptly.

23. Security

SOEL Equity uses administrative, technical, and organizational safeguards designed to protect Platform information.

However, no online system or method of transmission can be guaranteed to be completely secure.

You are responsible for using appropriate security practices when accessing your account.

24. Suspension or Termination

SOEL Equity may suspend or terminate access when reasonably necessary, including for:

  • suspected fraud;
  • security concerns;
  • violation of these Terms;
  • regulatory requirements;
  • false account information;
  • unauthorized sharing of confidential information;
  • investor eligibility issues.

Termination of Platform access does not alter existing contractual obligations associated with completed investments.

25. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

SOEL Equity DISCLAIMS WARRANTIES NOT EXPRESSLY PROVIDED IN WRITING, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE EXTENT SUCH DISCLAIMERS ARE PERMITTED BY LAW.

Nothing in this section limits rights that cannot lawfully be waived.

26. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOEL Equity AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM USE OF THE PLATFORM.

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited.

Investment losses resulting from the performance of an investment are governed by the applicable offering and investment documents, not merely these Platform Terms.

27. Indemnification

To the extent permitted by law, you agree to indemnify and hold harmless SOEL Equity and its affiliates from claims arising out of:

  • your unauthorized use of the Platform;
  • your violation of these Terms;
  • fraudulent information provided by you;
  • your violation of another person's rights;
  • unauthorized disclosure of confidential investment materials.

This provision does not apply where prohibited by law.

28. Governing Law

These Terms will be governed by the laws of:

[Governing law to be confirmed after counsel review]

without regard to conflict-of-law principles, except where applicable law requires otherwise.

Venue and dispute-resolution provisions should be inserted following counsel review.

29. Changes to These Terms

SOEL Equity may update these Terms periodically.

When material changes are made, we may provide notice through the Platform, by email, or through another legally appropriate method.

The current effective date will be displayed at the beginning of these Terms.

Where appropriate, users may be required to acknowledge updated Terms.

30. Contact Us

Questions concerning these Terms may be directed to:

SOEL Equity Legal Entity: [Legal entity name to be confirmed] Address: [Business address to be confirmed] Email: [Legal email to be confirmed] Telephone: [Phone number to be confirmed]

31. Securities Documents Control

These Terms govern use of the SOEL Equity Platform.

They do not amend or replace the definitive legal documents governing any particular investment.

If these Terms conflict with a subscription agreement, private placement memorandum, operating agreement, limited partnership agreement, subscription booklet, or other definitive offering document, the applicable definitive investment document controls with respect to that investment.