Terms of service

These Terms of Service (the "Terms") govern your access to and use of the Flipur website located at www.flipur.io, the Flipur platform, any related mobile or desktop applications, and all related products, features, content, and services (collectively, the "Platform"), each as operated by Flipur Technologies Inc., a Delaware corporation ("Flipur," "we," "us," or "our").

By accessing or using the Platform, creating an account, clicking "I Agree," or otherwise indicating your acceptance, you acknowledge that you have read, understood, and agree to be bound by these Terms, the Flipur Privacy Policy, and any additional disclosures, agreements, or policies referenced herein or presented to you in connection with specific Platform features. If you do not agree to these Terms, you must not access or use the Platform.

If you are accessing or using the Platform on behalf of a company, partnership, trust, or other legal entity, you represent and warrant that you have full authority to bind that entity to these Terms, and references to "you" include both you individually and the entity on whose behalf you are acting.

Flipur operates an online technology platform that facilitates introductions and communications between users interested in private real estate investment opportunities ("Investors") and independent third-party real estate operators, sponsors, and issuers ("Operators").

Flipur is not a broker-dealer, funding portal, investment adviser, placement agent, underwriter, or issuer of securities. Flipur does not, and will not:

• recommend, endorse, analyze, verify, or guarantee any investment opportunity listed or referenced on the Platform;

• provide investment advice, financial advice, legal advice, tax advice, accounting advice, or suitability determinations;

• negotiate transaction terms, effect securities transactions, or participate in the sale of securities;

• verify the accuracy, completeness, or adequacy of any offering materials, financial projections, or representations made by Operators;

• conduct due diligence on Operators or the offerings they list; or

• accept, hold, transmit, custody, or otherwise control investor funds.

All investment opportunities listed on the Platform are offered solely by independent third-party Operators. Any investment transaction is conducted directly between the Investor and the applicable Operator. Flipur is not a party to any such transaction.

The content available on the Platform is provided for informational and marketing purposes only. Nothing on the Platform constitutes an offer to sell any security, a solicitation of an offer to buy any security, an investment recommendation, or legal, tax, accounting, or financial advice.

Any offer or solicitation may be made only by the applicable Operator through formal offering documents and only in compliance with applicable federal and state securities laws. You acknowledge that Flipur's listing, advertising, display, or presentation of any offering does not constitute an endorsement, approval, or recommendation by Flipur of that offering, the Operator, or any related security.

By accessing or using the Platform, you represent and warrant that:

• you are at least eighteen (18) years of age and have full legal capacity to enter into binding agreements;

• you will provide accurate, current, and complete information when creating an account or interacting with the Platform, and you will promptly update such information as needed to keep it accurate, current, and complete;

• if you elect to participate in any investment opportunity, you meet all applicable eligibility requirements under federal and state securities laws, including without limitation accredited investor requirements where applicable;

• your access to and use of the Platform does not violate any applicable law or any agreement to which you are a party; and

• you are not located in any jurisdiction in which access to or use of the Platform would be unlawful.

Flipur may rely entirely on your representations and is not responsible for verifying the accuracy of your financial status, accreditation, suitability, or other eligibility criteria. You acknowledge that providing false or misleading representations may subject you to civil or criminal liability.

Certain offerings listed on the Platform may be conducted pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, which requires the issuer or its agent to take reasonable steps to verify that all purchasers are accredited investors as defined under Rule 501.

For any such offering, accredited investor verification will be conducted by the applicable Operator or by a third-party verification provider designated by the Operator (such as a registered broker-dealer, investment adviser, licensed attorney, or certified public accountant), and not by Flipur. You acknowledge that self-certification of accredited status alone is not sufficient for Rule 506(c) offerings, and that you may be required to provide documentation supporting your accredited investor status, including without limitation tax returns, brokerage statements, or written confirmation from a qualified third party.

Flipur does not perform accredited investor verification and assumes no responsibility for the accuracy or sufficiency of any verification performed by an Operator or its designee.

Operators are solely responsible for, and Flipur expressly disclaims any responsibility for:

• compliance with all applicable federal and state securities laws, including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934, Regulation D, and applicable state blue sky laws;

• verification of investor eligibility, accreditation, and suitability;

• preparation, accuracy, completeness, and delivery of all offering documents, subscription agreements, private placement memoranda, operating agreements, and related materials;

• financial projections, forward-looking statements, underwriting assumptions, and any business plans or performance metrics provided to Investors;

• communications with Investors before, during, and after any offering, including capital call notices, distribution notices, performance reports, and other ongoing reporting; and

• the collection, custody, transmission, and handling of Investor funds.

Flipur does not control, supervise, endorse, or assume responsibility for any Operator or any offering, and disclaims all liability for any representations, omissions, or conduct of any Operator.

Investing in private securities involves substantial risk, including the possible loss of your entire investment. By using the Platform, you acknowledge and agree that:

• private securities are speculative, illiquid, and generally not publicly traded, and may be subject to significant restrictions on transfer or resale;

• past performance is not indicative of future results;

• targeted, projected, or hypothetical returns, internal rates of return (IRRs), equity multiples, cash flow projections, and other forward-looking statements are not guarantees and may not be achieved;

• market conditions, economic factors, regulatory changes, financing availability, and other risks may materially affect actual performance;

• you are solely responsible for conducting independent due diligence and consulting your own legal, tax, and financial advisors before making any investment decision; and

• Flipur makes no guarantees of performance, liquidity, or returns.

Flipur does not accept, hold, transmit, or control investor funds. All investment funds are transmitted directly to the applicable Operator or to a third-party payment processor designated by the Operator. Any payment processed through Stripe or another third-party provider is processed solely on behalf of the Operator. Flipur does not act as escrow agent, custodian, trustee, fiduciary, money transmitter, or intermediary in connection with any investment transaction.

No Fees Charged to Investors. Flipur does not charge Investors any fees in connection with browsing the Platform, creating an Investor account, viewing offerings, or making investments. Investors transmit funds directly to the applicable Operator or its designated payment processor and do not pay any subscription, listing, or transaction fee to Flipur.

Operator Fees. Operators are charged subscription, onboarding, and listing fees pursuant to a separate Platform Services Agreement and Marketplace Listing Agreement entered into between the Operator and Flipur. The terms of those agreements govern the fee obligations of Operators and are not part of these Terms.

No Refunds; Billing Inquiries. All fees paid by Operators to Flipur are non-refundable except as expressly set forth in the applicable Platform Services Agreement or as required by applicable law. For billing-related questions or disputes, Operators may contact Flipur at billing@flipur.com. Flipur will work in good faith to resolve any billing inquiry promptly.

To access certain features of the Platform, you must create an account. You agree to: (a) provide accurate, current, and complete information during registration; (b) maintain and promptly update your account information; (c) maintain the security and confidentiality of your login credentials; (d) accept responsibility for all activities that occur under your account; and (e) immediately notify Flipur of any unauthorized use of your account or any other breach of security.

Flipur is not liable for any loss or damage arising from your failure to comply with these account security obligations.

Your use of the Platform is also governed by the Flipur Privacy Policy, which describes how we collect, use, disclose, and protect personal information. The Privacy Policy is incorporated into these Terms by reference.

California Residents. If you are a California resident, you have specific rights under the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), including the right to know, the right to delete, the right to correct, the right to opt out of the sale or sharing of personal information, and the right to limit the use and disclosure of sensitive personal information. Please refer to the "Your California Privacy Rights" section of our Privacy Policy for detailed information about how to exercise these rights.

Flipur Content. All text, graphics, logos, images, videos, software, design elements, trademarks, service marks, trade dress, and other materials available on the Platform, other than User Content and Operator Content, are owned by Flipur or its licensors and are protected by U.S. and international copyright, trademark, and other intellectual property laws. You are granted a limited, revocable, non-exclusive, non-transferable license to access and use the Platform solely for the purposes contemplated by these Terms.

User Conduct. You may not copy, reproduce, modify, create derivative works from, distribute, publicly display, publicly perform, republish, download, store, transmit, reverse engineer, decompile, scrape, harvest data from, frame, mirror, or otherwise misuse the Platform or any of its content, except as expressly permitted by these Terms. You may not use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use of the Platform.

User Content. If you submit, upload, post, or otherwise make available any content on or through the Platform ("User Content"), you retain ownership of that content and grant Flipur a worldwide, royalty-free, non-exclusive, sublicensable license to use, reproduce, display, distribute, and modify the User Content as necessary to operate the Platform and provide services to you and other users.

Flipur respects the intellectual property rights of others and expects users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (the "DMCA"), Flipur will respond expeditiously to claims of copyright infringement on the Platform that are reported to our designated copyright agent.

If you believe that any content on the Platform infringes a copyright that you own or control, please send a written notice to our designated DMCA agent that includes:

• a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;

• identification of the copyrighted work claimed to have been infringed;

• identification of the material that is claimed to be infringing and where it is located on the Platform;

• your contact information, including address, telephone number, and email;

• a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and

• a statement, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or are authorized to act on behalf of the owner.

Designated DMCA Agent: [NAME], Flipur Technologies Inc., [ADDRESS], Huntington Beach, CA, dmca@flipur.io.

The Platform may contain links to third-party websites, services, or materials, including content provided by Operators. Flipur does not endorse, control, review, or assume responsibility for any third-party content and makes no representations regarding its accuracy, completeness, reliability, or appropriateness. Your use of any third-party website or service is at your own risk and is subject to the terms and policies of that third party.

The Platform is provided on an "AS IS" and "AS AVAILABLE" basis. Flipur does not warrant that the Platform will be uninterrupted, secure, error-free, free of viruses or harmful components, or that any defects will be corrected. Flipur reserves the right to suspend, modify, restrict, or discontinue the Platform, in whole or in part, at any time without notice.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FLIPUR AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

FLIPUR MAKES NO REPRESENTATION OR WARRANTY THAT ANY OFFERING LISTED ON THE PLATFORM COMPLIES WITH APPLICABLE FEDERAL OR STATE SECURITIES LAWS, AND DISCLAIMS ALL LIABILITY FOR ANY OFFERING-RELATED CONDUCT BY ANY OPERATOR. YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FLIPUR OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ENHANCED DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS, YOUR USE OF OR INABILITY TO USE THE PLATFORM, ANY INVESTMENT DECISION, ANY OPERATOR CONDUCT, OR ANY REGULATORY MATTER, REGARDLESS OF THE THEORY OF LIABILITY AND REGARDLESS OF WHETHER FLIPUR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE EXTENT PERMITTED BY LAW, FLIPUR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO FLIPUR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100). THIS LIMITATION SHALL NOT APPLY TO LIABILITY ARISING FROM FLIPUR'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR VIOLATION OF LAW.

You agree to indemnify, defend, and hold harmless Flipur and its affiliates, officers, directors, employees, members, agents, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, investigations, damages, losses, liabilities, penalties, fines, costs, and expenses, including reasonable attorneys' fees and court costs, arising out of or relating to: (a) your use of or access to the Platform; (b) your violation of these Terms; (c) your violation of any rights of another, including any intellectual property, privacy, or publicity rights; (d) any User Content you submit; (e) your investment decisions or interactions with any Operator; or (f) any breach of any representation, warranty, or covenant made by you under these Terms.

These Terms and any dispute or claim arising out of or related to these Terms or your use of the Platform shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles.

Binding Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms, your use of the Platform, or any related matter (excluding disputes relating to intellectual property rights, confidentiality, or requests for injunctive relief, which may be brought in a court of competent jurisdiction) shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in Los Angeles, California, before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND FLIPUR EACH WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED PROCEEDING, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION, AND ANY RIGHT TO A JURY TRIAL. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. This class action waiver shall not apply to claims that cannot be waived under applicable law, including without limitation claims under the California Private Attorneys General Act (PAGA).

Opt-Out Right. You may opt out of this arbitration agreement by sending written notice to legal@flipur.io within thirty (30) days after first accepting these Terms. Your notice must include your full name, mailing address, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms.

Flipur may modify these Terms from time to time. When we make material changes, we will: (a) post the updated Terms on the Platform with a revised "Last Updated" date; and (b) provide notice to registered account holders by email at the address on file at least thirty (30) days before the changes take effect, except where a shorter period is required to address legal, regulatory, or security concerns.

If you do not agree to the modified Terms, you may close your account before the effective date of the changes by contacting Flipur at support@flipur.io. Your continued use of the Platform after the effective date of the modified Terms constitutes your acceptance of the modified Terms. Non-material changes may be made without prior notice and will be effective upon posting.

Flipur may suspend or terminate your access to the Platform at any time, with or without notice, for any reason, including without limitation if Flipur believes you have violated these Terms, applicable law, or the rights of any third party. Upon termination, all rights granted to you under these Terms will immediately cease. Sections that by their nature should survive termination, including without limitation the Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law, and Dispute Resolution sections, shall survive.

Entire Agreement. These Terms, together with the Privacy Policy and any other agreements or policies referenced herein, constitute the entire agreement between you and Flipur regarding the Platform and supersede all prior or contemporaneous communications and proposals.

Severability. If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

Waiver. No failure or delay by Flipur to exercise any right under these Terms shall operate as a waiver of that right. Any waiver must be in writing and signed by an authorized representative of Flipur.

Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without Flipur's prior written consent. Flipur may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.

No Third-Party Beneficiaries. These Terms are for the sole benefit of you and Flipur and do not confer any rights or remedies on any third party.

Force Majeure. Flipur shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, governmental actions, pandemic, war, terrorism, cyberattacks, or failure of third-party infrastructure providers.

Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms.

If you have any questions, concerns, or feedback regarding these Terms or the Platform, please contact us at:

Flipur Technologies Inc. Huntington Beach, California Email: info@flipur.io Billing inquiries: billing@flipur.com DMCA notices: info@flipur.io

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