Terms of Service

Effective September 1, 2021

The entity responsible for this Website is Parsons Real Estate Fund, LLC. a Delaware limited liability company

These Terms of Service should be read carefully before using the services offered by Parsons Real Estate Fund, LLC and those of its subsidiaries and affiliates (collectively “PREF”), or accessing the websites of PREF or those of its subsidiaries and affiliates. These Terms sets forth the legally binding terms and conditions for your use of the website at www.ParsonsFund.com (the “Website” or “Site”) and the services owned and operated by PREF.  By using the Site or Service in any manner, including but not limited to visiting or browsing the Site, you agree to be bound by these Terms, the PREF Privacy Policy, and all other operating rules, policies and procedures that may be published by PREF from time to time on the Site, each of which is incorporated by reference and each of which may be updated by PREF from time to time without notice to you.

These Terms of Service govern your access and use of the Website and all publicly available content, services and/or products provided through the Website (collectively, the “Services”). Visitors to the Website and users of the Services are referred to herein individually as “User” and collectively as “Users”. You acknowledge that PREF is not a registered broker-dealer, investment advisor or crowdfunding portal and does not engage in any conduct that would require such registration.

The Services are offered to you subject to your acceptance without modification of all the terms and conditions contained herein and all other operating rules, policies (including without limitation PREF’s Privacy Policy), any future modifications that may be published from time to time without notice to you or liability for such change on the Website or otherwise provided to you, and any additional terms and conditions to which you have agreed in connection with specific features, applications, products, or services provided by the Website or the Services (collectively, the “Terms”). In order to access certain features of the Services, you will have to create an account and become a registered user of the Services. In connection with registration for the Services, you may be asked to enter a separate agreement with PREF, the terms of which are hereby incorporated into these Terms by reference. If you are entering into these Terms on behalf of an entity or any third-party, such as your employer or a company you work for or control, you represent that you have the legal authority to bind that entity to these Terms.

BY ACCESSING, BROWSING, AND/OR OTHERWISE USING THE WEBSITE OR THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF SERVICE AND ALL OTHER POLICIES AND PROCEDURES POSTED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY SUCH AGREEMENTS, THEN YOU MUST IMMEDIATELY CEASE ACCESS, BROWSING OR OTHERWISE USE THE WEBSITE OR THE SERVICES.

CONTROLLING TERMS 

If you choose to invest in the offering made available via the Service, you will enter into various agreements regarding the investments (the “Investment Documents”) between you and Parsons Real Estate Fund, LLC (the “Sponsor”).  In all events, the commercial transactions which are the subject of the Investment Documents are governed by such Investment Documents and not these Terms, and in the event of any conflict between the terms of the Investment Documents and these Terms, the Investment Documents will control.

CHANGES TO THE TERMS

Your use of the Site is governed by the version of these Terms in effect on the date of use. PREF may modify these Terms at any time and without prior notice. Your continued use of and access to the PREF Site constitutes your acknowledgement of, and agreement to, the then current Terms of Use and to having reviewed the most current version of the Terms of Use. Please also note that the terms and conditions of these Terms are in addition to any other agreements between you and PREF, including any customer or account agreements, and any other agreements that govern your use of products, services, content, tools, and information available on the Site. These Terms does not alter in any way the terms or conditions of any other agreement you may have with PREF, or its subsidiaries or affiliates, for the Service or otherwise. If you do not agree to all the terms of these Terms and/or PREF’s Privacy Policy, you are not eligible to participate in PREF’s Service or otherwise use this Site. These Terms applies to all users of the Site or Service, including Accredited Investors, as defined by SEC Regulation D Rule 501 (“Investors”), who in any way use the Site or Service provided by PREF (in each case, a “User”).

PREF reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on the Site and to suspend, discontinue and/or deny access to the Site for any reason. The information and materials on the Site may contain typographical errors or inaccuracies any time. Any dated information is published as of its date only, and PREF does not undertake any obligation or responsibility to update or amend any such information.   Such modification shall become part of these Terms and are automatically effective once posted on the Site or by sending you an email.  PREF may discontinue or change any product or service described in or offered on the PREF Site at any time. PREF further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Site at any time and for any reason. These Terms may not be orally amended. PREF may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the terms of these Terms periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.  You agree that PREF and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

PRIVACY

PREF takes the privacy of its Users very seriously. Please read PREF’s Privacy Policy, which is hereby incorporated into these Terms by reference, for information relating to our collection, use and disclosure of your personal information.

AUTHORIZED USER

The Service is available only to Accredited Investors who are at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful.  If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf, and that such entity agrees to indemnify PREF for violations of these Terms.

You may access the Website generally and/or browse generally without registering with the Website.  Our Services and certain pages of the Site, however, are available only to Investors who have been authorized by us to access those Services and web pages on the Site. Such authorization may require completion of an accredited investor questionnaire and satisfactory background information screening and/or identification verification. Only users of PREF with a valid User ID and password are authorized to access such services and web pages.

Persons who are resident outside of the United States are not allowed access to investment opportunities on the Site.  Our services (and certain pages of the Site) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where PREF is not authorized to provide such information orservices.

Unauthorized use of the Site and our Service, including, but not limited to the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or Service or interfere with any other party’s use and enjoyment of the Site or Service. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. PREF reserves the right at its discretion to suspend or cancel your password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.  Notwithstanding the above, you are responsible for monitoring your account and should promptly report any unauthorized or suspicious activity in your account to us at support@parsonsfund.com.

In order to access certain features of the Website, including viewing securities offerings or posting content on the Website, you must register to create an account (“Account”) and meet certain criteria. You must complete the registration process by providing us with current, complete and accurate information. You are solely responsible for updating any and all pertinent registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your account. You will also choose a password and a user name.

PREF reserves the right in its sole discretion to refuse Service to any person or entity and change its eligibility criteria at any time and may refuse registration of or cancel a User Name, and domain name. You are solely responsible for maintaining the confidentiality of your password and account. You agree to notify PREF immediately in writing of any unauthorized use of your Account or any other breach of security. You will not share your password, let anyone else access your Account, or do anything else that might jeopardize the security of your Account. You will not transfer your Account to anyone without first getting our written permission. You acknowledge and agree that you are liable for any damages or losses to PREF and other Users by any use of your Account, either authorized or unauthorized. You agree that your Account will be self-directed or directed on your behalf by your designated investment advisor and that you are solely responsible for all investment decisions.

Although the Website may provide data, information or content provided by third-parties or us relating to investment strategies and/or opportunities to buy and/or sell securities, you should not interpret any such content as tax, legal, financial, or investment advice or a recommendation to invest in any offering posted on the Website. Any decision to invest shall be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal.

Except as may otherwise be expressly provided in the Offering Documents relating to an investment, we have no special relationship with or fiduciary duty to you and your use of the Website or the Services does not create such a relationship. You agree and acknowledge that you are solely responsible for conducting legal, accounting and other due diligence review on the companies posted on the Website. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Website does not provide any of the foregoing advice or recommendations or provide any due diligence.

PROHIBITED CONDUCT

You agree that you are responsible for your own conduct while using the Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms 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 other applicable UnitedStates federal or state securities laws, regulations and rules, any securities exchange or self-regulatory organization’s rules or regulations, and any applicable foreign laws). Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. By way of example, and not as a limitation, you agree that you may not:

• use the Services in any manner that could damage, disable, overburden, or impair the Services, or interfere with any other party’s use and enjoyment of the Services;
• attempt to gain unauthorized access to the Website, the Services, any other PREF website or service, or the computersystems or networks connected to the Services through hacking, password mining or any other means;
• create user accounts by automated means or under false or fraudulent pretenses;
• transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
• defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
• upload, post, email or transmit, or otherwise make available through the Services any inappropriate, defamatory, infringing, obscene, or unlawful content;
• upload, post, email or transmit, or otherwise make available through the Services any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
• upload, post, email or transmit, or otherwise make available through the Services any materials that promote pyramidschemes , chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law, the Terms;
• download any file posted by another User that you know, or reasonably should know, cannot be legally distributed in such manner;
• impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
• remove any copyright, trademark or other proprietary rights notices contained in or on the Services;
• use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or collect information about its Users for any unauthorized purpose;
• submit content that falsely expresses or implies that such content is sponsored or endorsed by PREF, any of its affiliates or any third parties;
• promote or provide instructional information about illegal activities or promote physical harm or injury against any group orindividual;
• share with or disclose to anyone any information obtained through the Services about any investment offerings;
• contacting any party or User other than as allowed through the Services; or
• use the Service for any commercial purpose whatsoever other than for your personal use, including (without limitation) soliciting other users for investments of any kind, offering or selling any products or services of any kind, and making investment recommendations to other users.

ACCREDITED INVESTOR

The securities offered on this Website, except where otherwise indicated, may only be purchased by Accredited Investors, as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended. Federal law and regulations restrict investment in any of the securities offerings by non-accredited investors. Before you can invest in any securities offerings on the Website, you must register with PREF and qualify as an “Accredited Investor”, except where otherwise indicated. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify your status as an accredited investor. You acknowledge and agree that all information you provide for the registration is complete and accurate. By registering with PREF for purposes of subscribing to securities offerings as an Accredited Investor, you represent and warrant that you come within at least one of the following categories:

• a natural person who has individual net worth, or joint net worth with the person’ s spouse, that exceeds $1 million at the time of the purchase, excluding the value of your primary residence;

Explanation: In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence unless the liability exceed the fair market value of your primary residence).

• a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
• a bank, insurance company, registered investment company, business development company, or small business investment company;
• an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurancecompany, or registered investment adviser makes the investment decisions , or if the plan has total assets in excess of $5 million;
• a charitable organization, corporation, or partnership with assets exceeding $5 million;
• a business in which all the equity owners are accredited investors;
• a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes;
• a family office with at least $5 million in assets under management and their family clients, as each term is defined under the Investment Advisors Act;
• a natural person based on certain professional certifications, designations or credentials or other credentials issued by an accredited educational institution, as designated by the Securities Exchange Commission;
• a natural person who is a “knowledgeable employee: of the fund; or
• any other natural person or entity included within the definition of “accredited investor” pursuant to Rule 501(a), Rule 215, and Rule 144A of the Securities Act, as amended

YOU MUST MEET ONE OF THE ABOVE CRITERIA TO INVEST IN ANY OFFERING POSTED ON PREF AND PROVIDE THIRD PARTY VERIFICATION. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS. You agree that, should any material changes occur that might affect your status as an Accredited Investor, you shall immediately provide PREF with such information in writing.

SECURITIES PRODUCTS

Potential investment listings on this Site are only suitable for Accredited Investors who are familiar with and willing to accept the high risk associated with private investments. Securities sold through private placements are not publicly traded and, therefore, are less liquid. Additionally, Investors may receive restricted units that may be subject to holding period requirements. Investment offerings on PREF will target real estate investments that vary in size, scope, term and return profiles and therefore each individual potential investment may contain more or less inherent risk. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment. For those reasons, these offerings may be made available only to certain institutional investors and high net worth individuals and entities. As with all alternative investments, investors must meet certain eligibility tests to qualify as purchasers. (See ‘Accredited Investor’ above.).

The value of investments and the income from them can fall as well as rise. Past performance is not a guarantee of future performance. The contents of this Site do not constitute financial, legal, or tax advice. Investors are solely responsible for conducting any legal, accounting or due diligence review. You should obtain investment and tax advice from your advisers before deciding to invest. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.

The securities offered to Accredited Investors have not been registered under the Securities Act, in reliance, among other exemptions, on the exemptive provisions of Regulation D under the Securities Act. Issuers represent and warrant that each offering is structured to qualify as an exempt investment entity under Section 3(c)(1) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which provides an exemption from registration for a private investment company. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of exemptive provisions from registration due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. No governmental agency has reviewed the offerings posted on this Website and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any offering.

The exemptions relied upon for such offerings are significantly dependent upon the accuracy of the representations of the Users to be made to the Website and issuers posting offerings on the Website in connection with the offering. In the event that any such representations prove to be untrue, the registration exemptions relied upon by an issuer in selling the securities might not be available and substantial liability to such issuer would result under applicable securities laws for rescission or damages. These risks are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the SEC. We strongly advise you to consult a legal, tax and financial professional before investing, and carefully review all the specific risk disclosures provided as part of any offering materials AND ASK THE ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONALINFORMATION.

Investment overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the Investment Documents package relating to such investment opportunity, the most current version of each such document package may be found by clicking the ‘Offering Memorandum’ button on the home page of this Site.  The information contained in the Site has been prepared without reference to any particular User’s investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.

None of the information contained in the publicly available portions of the Site constitutes a recommendation, solicitation or offer buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information contained in the Site has been prepared without reference to any particular User’s investment requirements or financial situation. The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where PREF is not authorized to provide such information or services. Some products and services described in the Site may not be available in all jurisdictions or to all clients.

DUE DILIGENCE

By using the Services and the Site to research or manage your investments in private securities issued or managed by PREF, you acknowledge and agree that all such investments are inherently risky, and you are assuming all risks associated with making such an investment.   You will conduct your own due diligence relating to any investment offered by PREF.   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 Content, or the Site.

NO OFFER OF ADVICE

By using this Service, you acknowledge and agree that PREF does not provide any tax, legal, accounting, financial 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.

PROPRIETARY RIGHTS

PREF, its affiliates, and its licensors own all right, title and interest in the Website and the Services, including but not limited to (i) the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, ” look and feel” organization, compilation of the content, code, and data, and (ii) all content on the Website, including, without limitation, all articles , documents , brochures, presentations, pictures, images, audiovisual works, other informational materials and any user comments (collectively, the “PREF Materials”). The PREF Materials are protected by copyright, trademark, patent, trade secret, and other intellectual property laws and proprietary rights. You agree to comply with all applicable laws by not copying or using proprietary content, except as allowed by these Terms or by written consent of the owner of the proprietary rights.

PREF hereby grants you a non-exclusive, non-transferable license to download and print the PREF Materials for your personal, non-commercial use only, provided that you retain all copyright and proprietary notices that are contained in such portion of the PREF Materials. You may not modify, distribute, share, disclose, transmit, display, reproduce, publish, license, create derivative works from, transfer, or otherwise use the PREF Materials in any other way, except with the prior written permission of PREF. In addition, to the extent you receive information from PREF or other Investors with respect to any Investment activity on the Site, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such Investor.

You agree that you will not develop or assist anyone else with developing a website or materials that are substantially similar to or based in substantial part on the PREF Materials. Your access to or use of the Website does not grant or transfer to you ownership interest or any rights in the PREF Materials other than those rights expressly granted in these Terms.

By using and accessing PREF, you agree to keep all information you learn about companies and investment opportunities on the site private and confidential.

USE OF LINKS / THIRD-PARTY SITES

The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under PREF control, and you acknowledge that PREF is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply an affiliation, sponsorship, or endorsement by PREF or any association with its sponsors. You further acknowledge and agree that PREF shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any information, goods or services available on or through any such website or resource. You should also be aware that the terms and conditions and privacy policy of such sites may be different from those applicable to your use of the PREF’s Site and Service.

THIRD-PARTY CONTENT

Certain portions of the Site may contain third party content and may provide links to webpages and content of third parties (collectively “Third-Party Content”). PREF does not control, endorse, investigate, or adopt any Third-Party Content, and makes no representations or warranties of any kind regarding the Third-Party Content, including with respect to its accuracy or completeness. You acknowledge and agree that PREF is not responsible or liable in any manner for any Third-Party Content or your reliance upon Third-Party Content. Users use such Third-Party Content at their own risk.

COPYRIGHT POLICY

If you believe that any material on the Site violates these Terms or your intellectual property rights, please notify PREF as soon as possible by sending an email to support@parsonsfund.com , with the following information in accordance with Section 512(c) of the Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

TERMINATION

PREF may terminate your access to all or any part of the Site and Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. All provisions of these Terms shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

WARRANTY DISCLAIMER

PREF neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Site.

THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICE, IS PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES. ANY DECISION TO INVEST IN THE OPPORTUNITY OFFERED BY PREF IS BASED ON THE INVESTMENT DOCUMENTS SUUPPLIED AND YOUR OWN DUE DILIGENCE.

PREF makes no representation or warranty, express or implied, with respect to any third-party data provided to PREF or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. PREF will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by PREF or “force majeure” or any other cause beyond the control of PREF.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.  ANY DECISION TO INVEST IN THE OPPORTUNITY OFFERED BY PREF IS BASED ON THE INVESTMENT DOCUMENTS SUUPPLIED AND YOUR OWN DUE DILIGENCE.

Electronic Communication Privacy Act Notice (18usc 2701-2711): PREF makes no guaranty of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. PREF will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on PREF’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

INDEMNIFICATION

You shall defend, indemnify, and hold harmless PREF, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User Submissions, violation of the Terms, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. PREF reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with PREF in asserting any available defenses.

LIMITATION OF LIABILITY

IN NO EVENT SHALL PREF, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

GOVERNING LAW; ARBITRATION

These Terms (and any further rules, policies or guidelines incorporated by reference herein) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law.  Unless otherwise agreed in writing by User and PREF, any claim, controversy, or alleged dispute arising out of or relating to the Terms, or the breach hereof, shall be finally resolved by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. If parties are unable to select an arbitrator then AAA shall select the arbitrator.  The award rendered by the arbitrator will be final and binding, and judgment may be entered on the award in any court having jurisdiction. Notwithstanding anything to the contrary in this paragraph, PREF may seek injunctive relief in any court having jurisdiction. The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as by law provided, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. You agree that all Disputes will be limited between you, individually, and PREF. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis. Notwithstanding the foregoing, you agree that the following matters shall not, at the election of PREF, be subject to binding arbitration: (1) any Dispute related to, or arising from allegations of criminal activity; (2) any Disputes concerning PREF’s intellectual property rights; and (3) any claim for injunctive relief. All arbitration proceedings will take place in Maricopa County, Arizona, United States of America. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within Maricopa County, Arizona. Each party hereby waives any claim that such venue is improper or inconvenient.  ALL ASPECTS OF THE ARBITRATION PROCEDING, AND ANY RULING, DECISION, OR AWARD BY THE ARBITRATOR, WILL BE STRICTLY CONFIDENTIAL FOR THE BENEFIT OF THE PARTIES.

REGISTRATION DATA; ACCOUNT SECURITY

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the registration Data, and any other information that you provide to PREF, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to PREF.

ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT /  UNIFORM ELECTRONIC TRANSACTIONS ACT

The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When an issuer or potential Investor registers on the platform, we obtain his or her consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Website periodically for changes and modifications and agree not to contest the admissibility or enforceability the Website’s electronically stored copy of this Agreement in any proceeding arising out of this Agreement. Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. PREF shall have a reasonable period to effect such a change and PREF may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.

INTEGRATION AND SEVERABILITY

The Terms (including the documents and instruments referred to in the Terms) constitute the entire agreement and understanding of the parties with respect to the subject matter of the Terms, and supersede all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter.  If any provision of the Terms is found unenforceable, that provision will be deemed to be modified to the extent necessary to make it enforceable, while preserving its intent. If any provision of the Terms is nonetheless held unenforceable in any jurisdiction, the provision will be enforced to the maximum extent permissible in that jurisdiction, and the enforceability of the Terms in any other jurisdiction and of the remaining provisions in that jurisdiction will not be affected. You further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.  The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

FORCE MAJEURE

Neither party will be responsible for failure to perform any obligation under this Agreement due to causes beyond the reasonable control of such party, including but not limited to strikes, lockouts, riots, epidemics, war, government regulation, fire, flood, natural disasters, Acts of God, or inadequacies of equipment, or other cause beyond the reasonable control of such party.