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Registration - Eligibility Questionnaire

Accredited Investor Status

Please confirm the following levels of accreditation as they apply to you.

Accredited Investor Status

User represents and warrants that it is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and has selected the item below which is next to the category under which it qualifies as an accredited investor:

Qualified Purchaser Status

Please confirm the following levels of accreditation as they apply to you.

Qualified Purchaser Status

User represents and warrants that it is a “qualified purchaser” within the meaning of Section 2(a)(51)(A) of the Investment Company Act and has selected the item below which is next to the category under which the User qualifies as a qualified purchaser. Please see the Investment Company Act and Rule 2a51-1 and 2a51-2 thereunder for the definition of “investments” and for information regarding the valuation of investments. Investments must be valued at either (i) their fair market value as of the most recent practicable date or (ii) their cost. The value of commodity interests is the value of the initial margin or option premium deposited in connection with each commodity interest. The value of investments must be reduced by the amount of any outstanding indebtedness incurred to acquire the investments (including by an owner).

Institutional Investor Status

Institutional Investor Status

If applicable, User represents and warrants that (i) it meets the definition of an “Institutional Account” as defined by FINRA Rule 4512(c) (a bank, savings and loan association, insurance company, registered investment company, an SEC or state registered investment adviser or any other person (whether a natural person, corporation, partnership, trust or otherwise) with total assets of at least $50 million, whether invested for such person’s own account or under management for others) and (ii) unless it has otherwise notified us in writing, it is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies involving a security or securities, and will exercise independent judgment in evaluating any recommendations (if any) from RealtyX or any RealtyX entity.


If at any time any of the foregoing information materially changes, becomes materially inaccurate or otherwise has a material omission, please contact us at info@realtyx.us.

By clicking the “Accept” button, you certify the accuracy of the information provided by you and accept and agree to the terms and conditions of the RealtyX User Agreement and Terms of Use, which shall be applicable each time you use the Site and for each transaction through RealtyX in which you become involved.


ACCEPT DECLINE

Thank you for accepting the terms. Please click the Next button to complete the registration process.
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User Agreement


This is a User Agreement (the “Agreement”) between the party identified in the Registration Form and as applicable its affiliates, employees, agents and related parties that use our products and services (collectively, the “User” or “you”) and RealtyX LLC and its affiliates (including their respective officers, directors, employees, owners and authorized agents), as applicable, including but not limited to RealtyX LLC (collectively, “RealtyX,” “we” or “us”), concerning your use of the realtyx.us website (including any successor or affiliated website, the “Site”) and the products and services (including transactions in connection therewith, collectively, “Services”) provided in connection thereto, pursuant to which the User is provided access to the Site.

By clicking the “Accept” button or otherwise agreeing to this User Agreement, you accept and agree to the terms and conditions of this Agreement and RealtyX’s Terms of Use incorporated herein and made a part hereof, which shall be applicable each time you use the Site and for the Services through RealtyX in which you become involved. If you do not accept and agree to these terms and conditions, you should not use the Site and will not be permitted to use the Site. This Agreement, the Terms of Use and other information distributed in connection with the Services contain important information which must be read carefully. If you have any questions that our User Agreement or Terms of Use cannot answer, please contact info@realtyx.us. Securities transactions through or using the Site are effected by authorized Site users including RealtyX LLC (“RealtyX”), an affiliated broker-dealer registered with the U.S. Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), which utilize the Site and assist in Site-related transactions, including effecting securities transactions related thereto and receiving compensation therefor. See also Section F. “The Site is Only a Venue; Transactions; Compensation; RealtyX; RealtyX Partners UK Limited; Affiliates; Risks” below.

The Site is not, and is not intended or required to be, a registered or regulated exchange or an Alternative Trading System subject to Regulation ATS. While the Site possesses certain electronic features such as a form of settlement tracking, participants and transactions are subject to third party approvals and authorized users of the Site, including but not limited to RealtyX, exercise discretion in facilitating purchaser/investor and seller interactions and effecting transactions.

We may amend this Agreement or the Terms of Use at any time by posting the amended terms on the Site. If you wish to receive an email update for each amendment to this Agreement, please inform us at info@realtyx.us. The amended terms shall automatically be effective upon posting on the Site. This Agreement may not be amended or modified by you except in a writing signed by both parties.

A. Eligibility:

Generally, the Site is a venue that may be used for primary or secondary transactions in private investments, including private investment funds, other pooled vehicles and private companies (each, an “Investment” and collectively, Investments”). Our Services are generally available only to sellers and purchasers/bidders/investors under certain applicable exemptions under U.S. and other applicable law as determined by us, including U.S. Persons. For purposes hereof, “U.S. Person” and “United States” generally have the meanings set forth on Schedule A attached hereto but we in our discretion can use other applicable definitions under U.S. law. You agree that you meet the criteria to be an “accredited investor” under Rule 501 under the U.S. Securities Act of 1933, as amended. If you do not qualify in all respects, please do not use our Services. RealtyX may refuse, terminate or modify our Services to anyone at any time, in our sole discretion. You represent and warrant that the information you provide us in your Registration Form, the registration process or otherwise in connection with your use of the Site and our Services (including regarding eligibility standards) will not contain any material inaccuracies or material omissions and you will promptly notify us in accordance with paragraph Q of the foregoing, as well as of any other material changes or updates in your information. From time to time we may ask you to reconfirm or update information you have previously provided to us or through the Site or provide additional information and you agree to do so promptly in order to continue to use the Site and our Services. This includes that we may require you to provide additional and/or more detailed information to verify your or your owners’ identity when we deem it necessary or appropriate to do so, including in order to comply with applicable anti-money laundering laws. Purchasers and investors of an Investment must also meet the eligibility requirements of such Investment, which are established and determined in the discretion of such Investment. Depending upon the context used herein, the term “Investment” may refer to the issuer (such as a private fund or a private company”) and/or the units, shares or similar interests involved in an Investment and/or the transaction involving the purchase or sale of such units, shares or similar interests.

You agree that you are not precluded by law, obligation, contract or otherwise from investing in any Investment and are not a prohibited person identified on any list issued and maintained by OFAC or otherwise under any anti-money laundering, anti-bribery or criminal law or regulation. You agree to comply with all applicable U.S. and non-U.S. law, rules and regulations, including, without limitation, the anti-money laundering laws of the Bahamas and the laws applicable to any Investment and agree to promptly provide us with additional information for anti-money laundering and other regulatory or business purposes if we request it. If User is entering into this Agreement and/or provides us information on behalf of any other person(s), including any beneficial owner, User understands and acknowledges that the agreements and other provisions contained and made herein are made on behalf of such other person(s) and represents that User has authority to bind such other person(s). If any Investments will be or are held in the name of a bank or other institution and not in your name, you must have made or agree to make all necessary arrangements with the intended registered holder of such Investments, including notifying and obtaining the approval of any such registered holder for any transaction, funding any account you may have with the intended registered holder, and making such other arrangements as are necessary and appropriate under the circumstances. Users will be bound by their bids and offers and representations notwithstanding any such arrangements.

B. License:

You are hereby granted, subject to all of the terms and conditions of this Agreement, a limited, non-exclusive, non-transferable, license to (i) view the screens and materials on the Site and use our Services in connection therewith; (ii) reproduce, solely for purposes of downloading to your computer, one copy of such screens and materials; and (iii) print only a reasonable number of copies of such screens and materials as is necessary for your own investment analysis purposes, provided that you maintain all copyright trademark, and proprietary notices on any copies of such screens and materials that you make under this license. Any other use of the Site without our prior written consent is expressly prohibited. All rights in the Site are owned by us or our authorized agents, authorized Site users, vendors or other third parties. Except as specifically granted in this paragraph, no rights are granted with respect to the Site. Any and all rights with respect to the Site not granted in this paragraph are expressly reserved by us. By your use of the Site you acknowledge our ownership of such site and agree that you will not challenge such ownership. No act of downloading any portion of the Site will constitute a transfer of title. You may not decompile, reverse compile, reverse engineer, disassemble or otherwise reduce any portion of the Site to a human-perceivable form.

C. Trademarks:

“RealtyX” and “realtyx.us” (the “Marks”) are service marks of RealtyX. Nothing in the Agreement will be construed as granting, by implication, estoppel or otherwise, any license or right to use the Marks or any other trademark, service mark, logo or image on the Site. All such trademark rights are expressly reserved by us.

D. Fees:

Joining the Site is free, unless otherwise indicated, and from time to time Users may be offered additional Services for a fee (either directly through the Site or through an authorized Site user). Users are responsible for fees associated with Services purchased by them (including for consummated transactions in which they are involved through RealtyX), notwithstanding their use or non-use of the Site. Unless otherwise stated, all fees payable for Services (and any related costs or charges) are quoted in U.S. Dollars. You are responsible for timely paying all applicable Service and third party fees, charges and costs, including but not limited to transaction charges, custody charges, taxes and any other costs you incur in effectuating transactions as a result of any bids or offers you make on the Site or through our Services. You agree that you will not circumvent or manipulate our Services or fee structure in any way, including without limitation by privately consummating transactions with counterparties discovered through the Site or our Services or otherwise known to you, or by otherwise disintermediating RealtyX on any transaction or Service, and agree that fees due regarding a transaction will be due notwithstanding any changes discussed or agreed to separately between a purchaser and seller.

Transaction compensation is paid to RealtyX and other authorized Site users which are involved in Investments and transactions. See Section F. “The Site is Only a Venue; Transactions; Compensation; RealtyX; RealtyX Partners UK Limited; Affiliates; Risks” below.

E. Modification of Services:

We may in our sole discretion add, delete, amend, modify, change or make unavailable some or all of our services at any time without prior notice.

F. The Site is Only a Venue; Transactions; Compensation; RealtyX; RealtyX Partners UK Limited; Affiliates; Risks:

The Site primarily acts as the venue for primary and secondary transactions in Investments, whether individually or collectively, in postings, auctions, liquidity events or under other circumstances. RealtyX does not provide recommendations, investment or any other advice to Users or any other party through the Site, and no information or material at the Site is to be relied upon for the purpose of making or communicating specific investment or other decisions, including the RealtyX Pricing Service or similar Services. RealtyX is not, does not and will not recommend, represent or vouch for any Investment that may appear in any of the listings on the Site or otherwise is involved in any transaction through RealtyX. RealtyX does not provide advisory services or due diligence services to or on behalf of any seller, purchaser, investor, or other party. You are responsible for any and all due diligence on any Investment; utilizing RealtyX is not a substitute for an independent due diligence investigation by you or your professional advisers and/or consultants. We are not responsible for investment decisions made by you or any losses that you may incur. You authorize RealtyX and its authorized Site users to contact any Investment or its authorized representatives or service providers in connection with any Investment or transaction through RealtyX in which you are involved. RealtyX shall not be liable for the act or omission of any counterparty, Investment or Investment representative, agent or service provider. Each RealtyX-related entity, and each non-affiliated Site user, is a separate entity and is not responsible for the acts and omissions of any other RealtyX-related entity, any non-affiliated Site user, or any other party. RealtyX LLC may charge fees for Services offered by it, including through the Site, and may receive fees based on services to authorized Site users (including for permitting such affiliates and non-affiliated entities to use the Site), but does not receive compensation based on transactions or the value of Investments.

All transactions are subject to confirmation by RealtyX and applicable consents, which may include a form of “confirmation” (which does not constitute, and is not intended to be, a Rule 10b-10 confirmation). You agree to complete and furnish all necessary and appropriate documentation, and cooperate with your counterparties, the issuers and their agents and service providers and others, in order for the consummation of Investments and transactions to which you have agreed. RealtyX, and its authorized Site users, are not responsible for the terms of any Investment or transaction or for any Investment or transaction that is not consummated for whatever reason. You agree to promptly notify RealtyX upon completion of any settlement or closing condition or upon the settlement or closing date.

If counterparty is identified to a User, such User and each counterparty shall not solicit, directly or indirectly, solicit such, or the other, counterparty for the purpose of consummating a transaction without compensating RealtyX therefor. User agrees that if it is a seller of any Investment, it shall own such Investment free and clear of any lien, security interest or any other encumbrance or restriction. All bids and offers are irrevocable and constitute your legally binding agreement to buy or sell the amount(s) indicated at the price(s) indicated, subject to any special terms applicable to the transaction as imposed by RealtyX. Once agreed to, a transaction cannot be modified without the further acceptance of all parties and RealtyX and if modified or divided among additional counterparties, the aggregate compensation will continue to be due to RealtyX per the original acceptance (unless modified by RealtyX) and each party to the transaction agrees to pay their proportionate amount of compensation to RealtyX or otherwise divide up the compensation to RealtyX as agreed to between them in order that the total compensation due to RealtyX is paid by the parties to the transaction. See also Section L “Breach.” RealtyX as used herein does not refer to RealtyX LLC which does not receive compensation based on transactions. Transaction compensation is paid to RealtyX and other authorized Site users, which include affiliates of RealtyX.

RealtyX; RealtyX Partners UK Limited. While it does not own or maintain the Site, solely for purposes of certain applicable U.S. securities laws and regulations, and pursuant to an agreement with RealtyX LLC, RealtyX LLC, an affiliated broker-dealer registered with the U.S. Securities and Exchange Commission and a member of FINRA, is responsible for certain aspects of the Site and utilizes the Site and assists in Site-related transactions (as well as transactions with Users and counterparties not utilizing the Site), including matching purchasers and sellers, effecting securities transactions related thereto, providing pricing services and receiving compensation for such activities. RealtyX and other affiliates and non-affiliated third parties, including other authorized Site users, may have similar arrangements and in such cases are compensated for providing transaction-related, Site-related or User-related services, including administrative services related to the Site, Investments or transactions. This includes RealtyX Partners UK Limited, an affiliated entity which is regulated by the UK Financial Conduct Authority through its arrangement with Market Position Ltd. (“MPL”), a non-affiliated entity which is authorized and regulated by the UK Financial Conduct Authority, and other authorized Site users, which receive compensation based on transactions and Investments.

Sellers, purchasers, Investments and other parties involved in transactions, Investments or Services may be provided products and services by other RealtyX affiliated entities, which may include banking, custodial and administrative services for a purchaser, seller and/or issuer or Investment. Such RealtyX affiliated entities are separately compensated for such services which are in addition to any compensation earned by RealtyX LLC and RealtyX Partners UK Limited for transactions or Investments or Site fees earned by RealtyX LLC. You acknowledge that RealtyX and other affiliated and non-affiliated entities, including authorized Site users, may act as a sales agent, selling agent, placement agent, solicitor, pricing or valuation agent, matching agent or introducer (or in a similar capacity) or service provider for any of the Investments, sellers, and/or purchasers/investors, and may be separately compensated in such capacity. Such services and receipt of any of compensation in connection with the foregoing should not be construed as an endorsement of any Investment or third party by us.

Through his ownership of RealtyX LLC and other RealtyX affiliates, Jared Herman, an indirect owner and a registered person with, and President of, RealtyX, indirectly shares in the revenue earned by RealtyX LLC and such other affiliates. Individuals registered with RealtyX, including Jared Herman receive a portion of the transaction compensation and other fees earned by RealtyX. Other registered persons and/or indirect owners of RealtyX are also owners of RealtyX LLC and/or other RealtyX affiliates and indirectly share in the revenue earned by RealtyX LLC and such other affiliates. Individual officers, directors, registered persons and employees of one or more RealtyX entities may be direct or indirect owners of one or more RealtyX entities and therefore will benefit by revenue received by the RealtyX entities in which they are owners, in addition to compensation (including salary and bonus) they receive as an officer, director, registered person and/or employee. RealtyX and its affiliates and their respective principals, owners, registered persons, agents, officers, directors and employees may directly (or indirectly through an entity they own) purchase or sell interests in Investments and therefore may directly or indirectly be a counterparty on an Investment or transaction. While RealtyX and RealtyX Partners UK Limited will endeavor to handle these and other conflicts of interest in good faith and in a manner that it deems to be fair and equitable under the circumstances, there can be no assurance that this may be the case in a particular circumstance or on an overall basis and therefore such parties may receive or be deemed to receive more favorable treatment, benefits, pricing and/or information than unaffiliated third parties.

Transactions between affiliates entities are generally not arms-length and RealtyX has an incentive to work with, use or permit the use of its affiliates or related parties over non-affiliates or to suggest or promote the use of its affiliates in connection with the Site, transactions or Investments over non-affiliates. Similarly, such RealtyX affiliates or related parties have an incentive to use or to suggest or promote the use of the Site or products and services of RealtyX LLC, RealtyX Partners UK Limited and RealtyX LLC in connection with their services and/or the Site, transactions or Investments.

If you meet the definition of an “Institutional Account” as defined by FINRA Rule 4512(c) (a bank, savings and loan association, insurance company, registered investment company, an SEC or state registered investment adviser or any other person (whether a natural person, corporation, partnership, trust or otherwise) with total assets of at least $50 million, whether invested for such person’s own account or under management for others), you represent and warrant that (i) unless you have otherwise notified us in writing, you are capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies involving a security or securities, and (ii) you will exercise independent judgment in evaluating any recommendations (if any) from RealtyX.

Investments involve risk and are speculative. The Site does not contain all risks regarding Investments or primary or secondary markets or transactions or liquidity. A party should request or obtain such information from the applicable issuer. No representation or assurance is made that RealtyX’s services or experience will be successful, that such transactions and Investments will be a benefit/advantage and not result in a loss to any particular purchaser, that RealtyX’s electronic features will expedite any particular transaction or minimize the costs related thereto or that liquidity, the goal of more favorable pricing or a party’s investment objectives will or are likely to be achieved or be successful. No judgment, representation or warranty, express or implied, is made with respect to the accuracy, completeness, timeliness, or suitability of any information regarding an Investment or any other content on the Site. Past results, performance and transactions are not indicative of future results, performance or transactions.

G. Bids:

Bids on the Site supplied by you or given by telephone or email to RealtyX by you indicate your binding intention to purchase the Investment you are bidding for. All bids are therefore binding unless retracted, cancelled or modified prior to acceptance. As a bidder, if your bid is accepted by the counterparty/seller, you are obligated and agree to complete the transaction. Bids, once accepted, are not able to be retracted, cancelled or modified. Transactions and the agreement of the parties is generally evidenced by a form of confirmation. This form of confirmation shall constitute a binding agreement between the parties, in accordance with the terms hereof and thereof, obligates the parties to complete the transaction, and cannot be retracted, cancelled or modified.

H. Offers:

Offers on the Site supplied by you or given by telephone or email to RealtyX by you indicate your binding intention to sell the Investment you are offering. All offers are therefore binding unless retracted, cancelled or modified prior to acceptance. If you accept a bid to your offer then you are obligated and agree to complete the transaction. Offers and bids, once accepted, are not able to be retracted, cancelled or modified. Transactions and the agreement of the parties is generally evidenced by a form of confirmation. This form of confirmation shall constitute a binding agreement between the parties, in accordance with the terms hereof and thereof, obligates the parties to complete the transaction, and cannot be retracted, cancelled or modified.

I. Links:

From time to time, other websites may provide hypertext links (“Links”) to the Site. No such Links shall imply any relationship or connection between us and the operator of the website containing the Links to the Site. We shall have no liability to you arising out of your use of any website that provides Links to the Site. We have not reviewed the content of any site owned by a third party that may be linked to the Site and exercise no control over such sites. We have no responsibility for the content, privacy practices or any other element of any such websites, even if the site of an affiliate—only such affiliate is responsible for such content and site. No judgment, representation or warranty, express or implied, is made with respect to the accuracy, timeliness, or suitability of the content or services of any website to which the Site may link, including information on such website regarding us. If we provide access to other websites, unless expressly set forth otherwise, we are not recommending or endorsing the purchase or sale of any security issued by, or financial or other services provided, issued or endorsed by, such website’s sponsoring organization or its affiliates or such website’s advertisers. Your use of such third party or other sites is at your own risk based upon such due diligence as you have determined is appropriate.

J. Confidentiality:

(a) “Confidential Material” shall mean any information disclosed to the User in connection with its membership to the Site, including, without limitation, the user identification number and the password to the Site that is issued to the User and any information that relates to or involves any of the Investments, including information relating to an Investment’s performance. From time to time, you agree that prior to receiving Investment information you may be required by an issuer, its agents or RealtyX to sign a non-disclosure agreement and you agree to sign such agreement prior to receiving such information.

(b) The User shall not have any obligation to preserve the confidentiality of any Confidential Material (i) which is already in its lawful possession without any obligation of confidentiality, (ii) which is or becomes generally available to the public other than as a result of an unauthorized disclosure by the User, (iii) which becomes available to the User from a source other than the Site, or other than any other communication from RealtyX, without any obligation of confidentiality, (iv) between the User and the applicable Investment or Investment agent and counterparty with respect solely to Confidential Information regarding the transaction involving such party and such counterparty, respectively, or (v) which is required to be disclosed by applicable law or legal process or pursuant to any legal, governmental, regulatory or self-regulatory requests for information or documents (in such event the requested party shall promptly notify RealtyX in writing prior to such disclosure in order to give RealtyX an opportunity to object or limit such disclosure and the requested party shall disclose only such information as its counsel, in a written opinion, shall disclose only that portion of the requested information which, in the written opinion of the requested party’s counsel, is legally required to be disclosed.).

(c) The User acknowledges that the Confidential Material is of a proprietary and confidential nature and that damage to RealtyX and/or the Investments and/or their agents could result if it is disclosed to any third party. The User hereby agrees that the Confidential Material will be used solely for the purpose of assisting the User in its evaluation as to whether to purchase or sell any Investment. The User agrees that, except as required by law, the Confidential Material will be kept confidential by the User and will not be disclosed in any manner whatsoever, except that the User may disclose all or portions of the Confidential Material to its directors, officers, employees, authorized agents, affiliates, representatives and advisors (collectively the “Representatives”) who need to know such information for the purpose of evaluating an Investment. The User shall inform its Representatives of the confidential nature of the Confidential Material and shall direct its Representatives to treat such information confidentially and otherwise to comply with the terms of this Agreement. The User agrees that it will maintain a complete and accurate record of all persons to whom the Confidential Material is given. In any event, the User shall be responsible for any breach of this Agreement by any of its Representatives and the User will, at its sole expense, use its best efforts (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Material.

(d) The User understands and agrees that money damages would not be an adequate remedy for any breach of this Agreement, including this Section J and that RealtyX shall be entitled to equitable relief, including injunctions and specific performance, if the User or its Representatives breach or threaten to breach any provision of this Agreement. Such remedies shall not be deemed to be the exclusive remedies for a breach or threatened breach by the User or its Representatives of this Agreement but shall be in addition to all other remedies available at law or equity to RealtyX. The User further agrees to waive any requirement for the posting of a bond in connection with any such equitable relief. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final, nonappealable order that the User has breached this Agreement, then the User shall be liable and pay to RealtyX the reasonable legal fees RealtyX incurred in connection with such litigation, including any appeal therefrom.

K. Use:

You agree to use the Site only for lawful purposes and for its purposes as intended by us and to comply with applicable law in connection with any Investment or transaction you are involved in through RealtyX. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You may not take any action which imposes an unreasonable or disproportionately large load on Site infrastructure. You agree that you will not introduce any viruses, bug, worm, trojan horses or other harmful computer code through your use of the Site. You may not disclose or share your password to any third parties or use your password for any unauthorized purpose and we will have no liability to you from your disclosure of your password to any third party. You are solely responsible for any and all activity that takes place under your login information, whether or not authorized by you. You will promptly notify us of any unauthorized use of your password. You agree to notify us immediately (i) in the event of the loss or theft of their login information, (ii) if you believe the confidentiality of your login information has been compromised in any way, or (iii) in the event you learn of the possible or actual unauthorized use of your login information. We reserve the right to revoke your login information at any time, for any reason, without prior notice.

L. Breach:

In the event we are unable to verify or authenticate any information you provide to us or if you breach this Agreement by (i) retracting your bid and failing to complete a transaction after your bid is accepted by a seller, (ii) retracting your offer and failing to complete a transaction after your offer is accepted by a purchaser, or (iii) otherwise failing to comply with any other terms of this Agreement, including by modifying the terms of a transaction once accepted, then in addition to any and all remedies we may have and exercise against you in law, equity, contract, tort or otherwise, including to receive compensation for completed transactions, we may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership, any of your current bids or offers, and any other information you place on the Site.

M. Indemnity:

You agree to indemnity and hold harmless RealtyX (including, without limitation, RealtyX) and its affiliates, and each of their respective employees, officers, directors, principals, members, partners, shareholders and authorized agents from and against any and all losses, damages, claims, costs and fees (including reasonable attorney’s fees) arising out of or related to (i) your breach of this Agreement, (ii) the use of a password obtained from you or any of your agents or employees with or without your consent and (iii) your use of the Site and our Services (collectively, “Claims”).

N. No Warranty:

THE SITE IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS OR CURRENTINESS OF ANY OF THE MATERIALS ON THE SITE. WE SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE WILL BE ERROR FREE, VIRUS FREE OR CONTINUALLY AVAILABLE. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR SERVICES, AND OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. IF YOU ARE A PURCHASER OR A BIDDER, WE DO NOT WARRANT THE PERFORMANCE OF ANY SELLER OR OFFEREE, AND IF YOU ARE A SELLER OR OFFEREE, WE DO NOT WARRANT THE PERFORMANCE OF ANY PURCHASER OR BIDDER.

O. Limit of Liability:

IN NO EVENT SHALL WE AND EACH OF OUR AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, PRINCIPALS, MEMBERS, PARTNERS, SHAREHOLDERS, AND AUTHORIZED AGENTS (COLLECTIVELY, “WE AND OUR AFFILIATES”) BE LIABLE TO YOU OR ANY THIRD PARTY, IN CONTRACT, TORT OR OTHERWISE, FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES, HOWEVER ARISING, EVEN IF ANY OF US ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES (BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OR DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT OF THE LAW); IN ANY CIRCUMSTANCE, YOU AGREE THAT THE LIABILITY ARISING OUT OF THIS AGREEMENT, IS LIMITED TO THE AMOUNT OF FEES YOU PAY TO US IN CONNECTION WITH THE SERVICES OR TRANSACTION GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL WE AND OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY, IN CONTRACT, TORT OR OTHERWISE, FOR ANY DAMAGES ARISING OUT OF THE FAILURE OF ANY PURCHASER, INVESTOR, BIDDER, SELLER OR OFFEREE TO FULLY PERFORM ITS OBLIGATIONS.

P. Status:

You and RealtyX (including RealtyX) and each of our affiliates, and authorized Site users are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.

Q. Notices:

Except as explicitly stated otherwise, any notices shall be given by email to info@realtyx.us (in the case of RealtyX) or to the email address you provide to RealtyX during the registration process (in your case), or such other address as the party shall specify in writing. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid or otherwise that the email has not been delivered. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to RealtyX during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

R. Governing Law:

This Agreement has been made in and will be construed and enforced in accordance with the laws of the Commonwealth of the Bahamas without giving effect to the principles of conflicts of laws thereof. You irrevocably agree that any action or proceeding arising, directly, indirectly or otherwise, in connection with, out of, related to, or from, this Agreement, any breach hereof, or any transaction covered hereby, shall be resolved exclusively within the Commonwealth of the Bahamas. Accordingly, you irrevocably consent and submit to the exclusive jurisdiction and venue of the courts located within the Commonwealth of the Bahamas and may not claim that any such suit, action or proceedings has been brought in an inconvenient forum. Accordingly, you waive all defenses of lack of jurisdiction, venue, or forum non conveniens. You hereby further irrevocably consent to the service of process out of any of the aforesaid courts, in any such suit, action or proceeding, by the mailing of copies thereof, by certified or registered mail, return receipt requested, addressed to you. Nothing contained herein shall affect the right of RealtyX or any of its authorized Site users to commence any action, suit or proceeding or otherwise to proceed against you in any other jurisdiction or to service of process upon you in any manner permitted by any applicable law in any relevant jurisdiction.

S. RealtyX Liquidity and Other Events:

RealtyX may work together with certain issuers and their agents to conduct “liquidity events, “auctions” or other events to facilitate transactions in Investments more generally sponsored or managed by such parties or otherwise offer Investments. If you participate in such an event, you agree to comply with all instructions and other terms given to you by RealtyX and the relevant issuer and its agents with respect thereto; such instructions and other terms being incorporated by reference herein and made a part hereof.

T. General:

This Agreement may not be modified except by agreement of RealtyX. The execution, performance and delivery of this Agreement by you will not contravene or constitute a default, violation or breach under applicable law or under any agreement, order, document or instrument to which you are a party or are bound. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to such breach or subsequent or similar breaches. This Agreement (along with any additional instructions and terms relating to liquidity events) sets forth the entire understanding and agreement between you and us with respect to the subject matter hereof. Any conflict between any provision contained in this Agreement and in the Terms of Use shall be governed by the language contained in this Agreement, except to the extent that the Terms of Use are broader.

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SCHEDULE A

I. “U.S. Person” means:

1. Any individual who is a citizen or resident of the United States.

2. Any a corporation, partnership or other entity created or organized in, or under the laws of, or doing business in, the United States.

3. Any estate of which any executor or administrator is a U.S. Person and that is subject to United States federal income taxation without regard to the source of its income.

4. Any trust of which any trustee is a U.S. Person and that is subject to United States federal income taxation without regard to the source of its income.

5. Any entity not described in 2. above as to which any person or entity described in 1., 2., 3. or 4. above is, directly or indirectly, a shareholder, beneficiary, fiduciary, grantor or partner, unless the Board of Directors determines that the Rules under Part 4 of the Regulations of the U.S. Commodity Futures Trading Commission would not consider such an entity to be a U.S. Person.

6. Any agency or branch of a foreign entity located in the United States.

7. Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person.

8. Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States.

9. Any partnership or corporation if: (a) organized or incorporated under the laws of any foreign jurisdiction; and (b) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.

II. By way of example and illustration, and not limitation, the following are not U.S. Persons:

1. Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. Person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States.

2. Any estate of which any professional fiduciary acting as executor or administrator is a U.S. Person if: (a) an executor or administrator of the estate who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate; and (b) the estate is governed by foreign law.

Updated March 2022



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Terms of Use


PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITE. DO NOT USE THE SITE IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. YOUR USE OF THIS SITE CONSTITUTES YOUR IRREVOCABLE ACCEPTANCE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN.

Welcome to the website of RealtyX LLC (the “Site”). Any reference to “RealtyX,” “we,” “us” or “our” below shall mean RealtyX LLC and its affiliates (including their respective officers, directors, employees and authorized agents, as applicable), unless the context otherwise requires. The Site and the data, information, products, materials, services and other content available on or through the Site (collectively, the “Content”) are proprietary to RealtyX and its vendors and service providers, and any persons specifically authorized by these parties, and are protected by copyright, trade secret and other related proprietary rights, including U.S. and international copyright and trademark laws and treaties; and are confidential to the extent password-protected. You agree not to copy for non-personal use, publish, disclose or otherwise distribute to third parties any Content, without receiving prior written consent from RealtyX.

THE INFORMATION, PRODUCTS AND SERVICES DESCRIBED ON THIS SITE ARE NOT INTENDED FOR DISTRIBUTION TO, OR USE BY, AND ARE IN PARTICULAR NOT DIRECTED TO, ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE (BY REASON OF THAT PERSON’S NATIONALITY, RESIDENCE OR OTHERWISE) SUCH DISTRIBUTION OR USE WOULD BE PROHIBITED OR CONTRARY TO ANY LAW OR REGULATION OR WOULD OBLIGATE US TO COMPLY WITH ANY ADDITIONAL LAW, REGULATION, REGISTRATION OR SIMILAR REQUIREMENT WITHIN SUCH JURISDICTION OR COUNTRY. PERSONS IN RESPECT OF WHOM SUCH PROHIBITIONS APPLY MAY NOT ACCESS THIS SITE.

In the discretion of RealtyX, only qualified eligible users will be permitted access to the password-protected parts of the Site, whereby Content relating to their bids and/or offers can be obtained. Site users (“Users” or “you”) may be asked to represent (through and/or outside the Site) that they meet certain qualifications and will be required to access and agree to a separate form of user agreement. Any questionnaires or other notices, and all information Users provide to us through questionnaires or otherwise, are subject to these Terms of Use. Services offered by RealtyX are not suitable for all persons. You should read carefully the disclosures contained herein. We may require Users to provide additional and/or more detailed information to verify their identity when we deem it necessary or appropriate to do so, including in order to comply with applicable anti-money laundering laws, including, if applicable, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act” or “Patriot Act”).

Users are responsible for maintaining the confidentiality of the user name and password(s) (“login information”) we provide you for accessing the password-protected parts of the Site, and for securing all facilities, products and equipment that might allow access to the Site (collectively, “Resources”). Users must not share their login information with any third party and are solely responsible for any and all activity that takes place under their login information, whether or not authorized by such users. Users agree to notify us immediately (i) in the event of the loss or theft of their login information, (ii) if they believe the confidentiality of their login information has been compromised in any way, or (iii) in the event they learn of the possible or actual unauthorized use of their login information. We reserve the right to revoke a User’s login information at any time, for any reason, without prior notice.

I. TERMS AND CONDITIONS
Each time you access, view or use the Content you agree and indicate that you (i) understand these Terms of Use, (ii) intend these Terms of Use to be the legal equivalent of a signed, written contract and equally binding, and (iii) accept these Terms of Use and agree to be legally bound by them.

The Site is offered to you conditioned on your acceptance, without modification, of the terms, conditions, and notices contained herein. Your use of the Site constitutes your agreement to and understanding of all such terms, conditions, and notices. We reserve the right to change, at our discretion, the Content, and any terms, conditions, and notices under which the Site and the information and services offered through the Site are offered, without further notice to you. Your continued use of the Site will signify your agreement with and understanding of any additional or modified Content, validity, terms, conditions or notices applicable to the Site.

II. LICENSE
The Site and the Content are provided by us as a service to you. In order to access and use the Site, you are granted a limited, nonexclusive, revocable and nontransferable license to use the Site, conditioned on your continued compliance with these Terms of Use.

You may not modify, copy, distribute, broadcast, transmit, display, reproduce, publish, license, create derivative works based on, transfer, sell or otherwise use, in any medium, any Content, except you may, for your sole personal use and information, access, use and store the Content or any portion thereof solely for your own personal, and not commercial, purposes. Any personal copy of the information contained on this Site shall retain all copyright and other such notices. As a further condition of use of the Site, you warrant to us that you will not use the Site for any purpose that is unlawful or prohibited by these Terms of Use and you will comply with any applicable local, state, national, or international laws or regulations when using the Site. You are prohibited from violating or attempting to violate the security of the Site. You may not create a third party link to this Site without prior written consent from RealtyX.

Nothing at the Site shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any image, trademark, logo or service mark at the Site. No act of downloading, storing, accessing, using, or otherwise copying from the Site will transfer title to any software or material at the Site to you. You may not decompile, reverse engineer, disassemble, or otherwise reduce any computer files obtained from the Site to a human-perceivable form. Anything that you transmit to the Site becomes our property, may be used by us for any lawful purpose (subject to any further agreement between us and you), and is further subject to disclosure as deemed appropriate by us, including to any legal or regulatory authority to which we are subject. We reserve all rights with respect to copyright and trademark ownership of all Content, and will enforce such rights to the full extent of the law.

III. USE OF SITE
The Site is a venue that may be used for primary or secondary transactions in private investments, including private investment funds, other pooled vehicles and private companies (each, an “Investment”). We do not provide recommendations, investment advice or any other advice to you or any other party through the Site, and no information or material at the Site is to be relied upon for the purpose of making or communicating specific investment or other decisions, including the RealtyX Pricing Service or similar service. The Site is not, and is not intended or required to be, a registered or regulated exchange or an Alternative Trading System subject to Regulation ATS. While the Site possesses certain electronic features such as a form of settlement tracking, participants and transactions are subject to third party approvals and authorized users of the Site, including but not limited to RealtyX LLC, a RealtyX affiliate, exercise discretion in facilitating purchaser and seller interactions and effecting transactions. RealtyX does not provide advisory services or due diligence services to or on behalf of any seller, purchaser, investor, or other party. References to “purchaser” in these Terms of Use include prospective and actual secondary market purchasers and primary market/offering investors.

Nothing on this Site is intended to be, nor should it be construed or used as, financial, legal, tax or investment advice, an opinion of the appropriateness or suitability of any investment, or an offer, or the solicitation of any offer, to buy or sell any security. ANY TAX STATEMENT CONTAINED ON THE SITE IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY PERSON FOR THE PURPOSE OF AVOIDING TAX PENALTIES. Before making any bid or offer, a User (along with its tax and/or other advisors) should determine whether an Investment or action is suitable in light of the User’s investment objectives, financial circumstances and tax situation. Users are obligated to complete agreed-upon transactions and to pay fees associated with consummated transactions. User acknowledges that (i) in certain circumstances, RealtyX and its affiliates, including their respective directors, officers, agents, and employees, may have an interest in a transaction or Investment, receive compensation from a seller or purchase or otherwise in connection with a transaction or Investment, and/or may act on behalf of sellers or purchasers of an Investment and therefore may be a counterparty on any particular transaction; and (ii) parties affiliated with an Investment (including its manager) or its officers, directors, agents and employees might be sellers or purchasers of an Investment in transactions and (a) therefore may be a counterparty on any particular transaction, (b) that by reason of such position, such parties have, or may have, access to, or may be deemed to be in possession of, material inside information regarding the Investment and (c) in such case, User waives any rights or claims to proceed against such purchasers or RealtyX relating to any non-disclosure of any material, non-public information and assumes the risk of any such non-disclosure. User represents that it is entering into Investments and transactions, and has determined to dispose of or purchase interests in an Investment, on an independent basis, for its own reasons, using its own due diligence, and without consultation with the purchaser or seller, respectively, or reliance on RealtyX.

Pursuant to certain arrangements entered into by RealtyX, services performed for RealtyX and/or the Site and/or involving its Users, including securities transactions, may be effected or provided by non-affiliated and/or affiliated entities, including entities such as RealtyX LLC, an affiliated broker-dealer registered with the U.S. Securities and Exchange Commission (SEC) and a member of FINRA (Financial Industry Regulatory Authority, Inc.), RealtyX Partners UK Limited, an affiliated entity which is regulated by the UK Financial Conduct Authority through its arrangement with Market Position Ltd. (“MPL”), a non-affiliated entity which is authorized and regulated by the UK Financial Conduct Authority, and other authorized Site users. These entities receive compensation related to transactions and Investments. RealtyX, RealtyX Partners UK Limited, MPL and other third parties also may separately act as a placement agent, sales agent, selling agent, investment banker, solicitor or introducer (or in a similar capacity) for any of the Investments listed on the Site (or their affiliates or related parties) and in such cases are separately compensated in such capacity (generally through fees charged to sellers and/or purchaser or to the issuer or Investment or out of proceeds or otherwise—generally based on the amount of assets or capital involved).

Sellers, purchasers, Investments and other parties involved in transactions or Investments may be provided products and services by other RealtyX affiliated entities, which may include banking, custodial and administrative services for a purchaser, seller and/or issuer or Investment. Such RealtyX affiliated entities are separately compensated for such services which are in addition to any compensation earned by RealtyX LLC and RealtyX Partners UK Limited for transactions or Investments or Site fees earned by RealtyX LLC. RealtyX LLC may charge fees for products and services offered by it, including through the Site, and may receive fees based on services to authorized users, including its affiliates (including for permitting such affiliates and non-affiliated entities to use the Site), but does not receive compensation based on transactions or the value of Investments. Individual officers, directors, agents and employees of one or more RealtyX entities also be direct or indirect owners of one or more RealtyX entities and therefore will benefit by compensation received by the RealtyX entities in which they are owners, in addition to compensation they receive as an officer, director, agent and/or employee. Transactions between affiliates entities are generally not arms-length and RealtyX has an incentive to use its affiliates or to promote the use of its affiliates in connection with the Site, transactions or Investments. Similarly, such RealtyX affiliates have an incentive to use or to promote the use of the Site or products and services of RealtyX LLC, RealtyX Partners UK Limited and RealtyX LLC in connection with their services and/or the Site, transactions or Investments.

Investments involve risk and are speculative. The Site does not contain all risks regarding Investments or primary or secondary markets or transactions or liquidity. A party should request or obtain such information from the applicable issuer. No representation or assurance is made that RealtyX’s services or experience will be successful, that such transactions and Investments will be a benefit/advantage and not result in a loss to any particular purchaser, that RealtyX’s electronic features will expedite any particular transaction or minimize the costs related thereto, or that liquidity, the goal of more favorable pricing or a party’s investment objectives will or are likely to be achieved or be successful. Past results, performance and transactions are not indicative of future results, performance or transactions.

The Content is as of the date(s) indicated, is not a complete description of any Investment, strategy or other product or service listed or described by RealtyX. Certain Content is based on third party sources which, while believed to be reliable, have not been independently verified and cannot be guaranteed. RealtyX makes no representations as to the accuracy, timeliness or completeness of the Site’s information.

Any assumptions, assessments, statements or the like (“statements”) regarding future events or that are forward-looking constitute only subjective views, outlooks, estimations or intentions, are based upon our or the source’s expectations, intentions or beliefs, should not be relied on, are subject to change due to a variety of factors, including fluctuating market conditions, and involve inherent risks and uncertainties, both general and specific, many of which cannot be predicted or quantified and are beyond RealtyX’s control. Any indices (including financial benchmarks) shown are provided for illustrative purposes only, are unmanaged, and may or may not reflect reinvestment of income and dividends or the impact of advisory fees with respect to the investments presented. Comparisons to indices have limitations because indices have material characteristics that may differ from a particular investment strategy. Indices should not be relied upon as an accurate measure of comparison.

IV. RealtyX PRICING SERVICE
RealtyX Pricing Service (“HPS”) indicated prices do not constitute a recommendation or an offer to buy or sell a particular investment. HPS reflects estimated pricing information only, is to be used only as a guideline if desired by an investor, and are not actual prior or contemplated trades or trade prices. Trades can only be effected through authorized Site users. Trade prices are negotiated between purchasers and sellers and will vary based on trade specifics and then-existing bids and offers. HPS prices are determined based on recent indicated bids and offers and/or by taking into account a variety of market factors and Investment characteristics known to RealtyX, including, among other things, liquidity factors, redemption characteristics, manager information and historical information. Prices are subject to change without notice. Pricing information is based on third-party sources, which although believed to be reliable, have not been independently verified and cannot be guaranteed. RealtyX is not responsible for the timeliness, accuracy or completeness of pricing information, including any calculation errors. There is no representation that an HPS price reflects a price at which an Investment may be sold or bought. HPS pricing information is intended for informational purposes only and should not be relied upon. HPS prices and past performance are not indicative of future results. RealtyX is not liable for any investment decisions made based on HPS.

V. CONFIDENTIALITY ON INTERNET
Use of the Internet is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. While we have endeavored to create a secure and reliable Site, please be advised that the confidentiality of any communication or material transmitted to/from the Site over the Internet cannot be guaranteed.

Accordingly, we are not responsible for the security of any information transmitted via the Internet or for the consequences of any reliance on such information. You assume the sole and complete risk for using the Site and must make your own determination as to these matters.

VI. SECURITY OF SITE
Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution. For your protection, we reserve the right to view, monitor, and record activity on the Site, including emails from and to Users or prospective users, without notice or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by appropriate governmental, regulatory and law enforcement organizations in connection with applicable law, including the investigation or prosecution of possible criminal activity on the Site.

VII. PAYMENT
You acknowledge that RealtyX reserves the right to charge for the Content or any service provided through or which is part of the Content and to change its charges from time to time by posting such changes on the Site. By utilizing a service provided through the Site that has a corresponding charge, you are expressly agreeing that we are permitted to bill you for such charge in connection with your use of such service. As used in these Terms of Use, “bill” or “billing” shall indicate a charge against your designated credit card or other payment preference (“Payment Method”). You represent and warrant that you have the legal right to use the payment method you provide and that you agree to abide by the applicable cardholder’s agreement. All charges are nonrefundable, including for any unused or partially used service. If you want to use a different Payment Method or if there is a change in your credit card validity or expiration date, you must inform us of the change as soon as possible or edit such information at the time of use. If your Payment Method reaches its expiration date, your continued use of the service constitutes your authorization for us to continue billing that Payment Method and you remain responsible for any uncollected amounts, notwithstanding such expiration date. If a charge to your Payment Method is denied for any reason, RealtyX shall have the right to terminate or suspend your use of the Content or such service.

VIII. LINKS TO OTHER SITES
We may permit Users to have access, through hypertext or other computer links, from the Site to web sites operated by persons other than us. In such cases, such hyperlinks are provided for your reference and convenience only, and are the exclusive responsibility of such web sites’ owners. A hyperlink from this Site to another web site does not imply or mean that we endorse, recommend, or approve the content or services on that web site or the operator or operations of that web site. You are solely responsible for determining the extent to which you may use or rely upon any content at any other web sites to which you link from this Site. We are not responsible for the privacy practices or the operation, content, security or policies of any other web site that is linked or linking to the Site, and we shall have no liability to you or any other person or entity for the use of, or inability to use, any third party web sites.

Accordingly, RealtyX and its respective affiliates and each of their respective employees, officers, directors, principals, members, partners, shareholders and authorized agents (collectively, “We and Our Affiliates” or as the context requires, “Us and Our Affiliates”) expressly disclaim any liability or responsibility for the content or services of any web site owned by a third party that may be linked to this Site, whether such link is contained on this Site or provided by a third party. No judgment, representation or warranty, express or implied, is made with respect to the accuracy, timeliness, or suitability of the content or services of any web site to which this Site may link, including information on such web site regarding us, and we take no responsibility therefor. Your use of such third party sites is at your own risk based upon such due diligence as you have determined is appropriate. We and Our Affiliates shall not be responsible for any loss or damage of any sort incurred as a result of any dealings you may have with respect to such third party or third party web sites or as the result of the presence of any links to such third party web sites. See also “Additional Disclaimers and Disclosures” below.

IX. EVENTS BEYOND OUR CONTROL
You expressly absolve and release Us and Our Affiliates from any claim of harm resulting from a cause beyond our control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorist attacks, or governmental restrictions.

X. ADDITIONAL DISCLAIMERS AND DISCLOSURES
THE SITE AND ALL CONTENT ARE PROVIDED ON AN “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. WE MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, OF ANY KIND WHATSOEVER, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, INCLUDING REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, TIMELINESS, VALIDITY OR COMPLETENESS OF THE INFORMATION AVAILABLE VIA THE SITE AND ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. THE CONTENT HAS BEEN GATHERED AND DERIVED FROM SOURCES BELIEVED TO BE RELIABLE, HOWEVER WE HAVE NOT INDEPENDENTLY VERIFIED THE INFORMATION. WHILE WE MAKE NO COMMITMENT TO UPDATE THE CONTENT, WE RESERVE THE RIGHT TO MAKE CHANGES AND CORRECTIONS AT ANY TIME, WITHOUT NOTICE. WE RESERVE THE RIGHT TO MAKE UNAVAILABLE AT ANY TIME THIS SITE OR THE CONTENT. THIS SITE AND ITS CONTENT ARE OUR PROPERTY AND/OR THE PROPERTY OF OUR AFFILIATES, AUTHORIZED USERS, VENDORS, AND/OR OTHER THIRD PARTY SOURCES, AND ARE PROTECTED BY COPYRIGHT, TRADE SECRET AND OTHER INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. UNAUTHORIZED USE OF ANY MATERIAL CONTAINED ON THE SITE MAY VIOLATE COPYRIGHT LAWS, TRADEMARK LAWS, TRADEMARK LAWS, TRADE SECRET LAWS, THE LAWS OF PRIVACY AND PUBLICITY, AND OTHER REGULATIONS AND STATUTES.

WE FURTHER ASSUME NO RESPONSIBILITY, AND MAKE NO WARRANTIES, THAT THE SITE OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, THE SERVER THAT MAKES IT AVAILABLE OR THE CONTENT WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY DAMAGES TO, VIRUSES THAT MAY INFECT, OR SERVICES, REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED ON, YOUR COMPUTER OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESSING OR USING THE SITE. PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY INVESTMENT DECISIONS, ADVICE, LOSS OF PROFITS, COSTS OR ANY OTHER INDIRECT DAMAGES RELATING TO THE SUITABILITY, ADEQUACY, VALIDITY, ACCURACY, TIMELINESS, DELAY, COMPLETENESS OR USE OF ANY INFORMATION ON THE SITE. WE ALSO DO NOT OFFER ADVICE REGARDING THE QUALITY OR SUITABILITY OF ANY INVESTMENT MADE AVAILABLE THROUGH THE SITE.

XI. NOTIFICATION FOR CERTAIN MATTERS
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content infringes your copyrights, you (or your agent) may send us a notice requesting that such Content be removed, or access to it blocked. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you with respect to the Content, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Site should be sent to:

Designated Agent:

Anastacia Brooks

Address of Agent:

RealtyX LLC

 

1st Floor, Lyford Cay House
Western Road
Nassau, Bahamas

Telephone:

(242) 356-4147

Fax:

(242) 356-0037

E-mail for notice:

info@realtyx.us

We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

In the event you believe in good faith that any Content is otherwise in error, please contact us at info@realtyx.us with, if possible, a description of the Content to be checked and the location (URL) where such Content can be found on the Site, if applicable, as well as information sufficient to enable us to contact you. We will try to address your concerns as soon as reasonably practicable.

XII. LIMITATION OF LIABILITY AND INDEMNITY
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE AND OUR AFFILIATES BE LIABLE FOR ANY DAMAGES (WHETHER IN CONTRACT, TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES, THAT RESULT FROM THE USE OR ACCESS OF, OR THE INABILITY TO USE, THE CONTENT OR THE SITE, OR ANY LINKED SITE OR USE THEREOF OR INABILITY TO USE BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF WE AND OUR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.

You agree that your breach of these Terms of Use may result in irreparable harm to us which cannot be compensated by money damages, and that we shall be entitled to obtain injunctive or other equitable relief for any such breach, without posting any bond or other security, and without prejudice to any other remedies to which we may be entitled.

You agree to defend, indemnify, and hold harmless We and Our Affiliates and our respective attorneys, authorized agents, predecessors, successors, and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and litigation expenses), relating to or arising from your use of the Site, any arrangements you make based on the information available or through the Site, and any breach by you of these Terms of Use or any user agreement or other improper act or omission.

XIII. GOVERNING LAW
These Terms of Use have been made in and will be construed and enforced in accordance with the laws of the Commonwealth of the Bahamas without giving effect to the principles of conflicts of laws thereof. You irrevocably agree that any action or proceeding arising, directly, indirectly or otherwise, in connection with, out of, related to, or from, this Agreement, any breach hereof, or any transaction covered hereby, shall be resolved exclusively within the Commonwealth of the Bahamas. Accordingly, you irrevocably consent and submit to the exclusive jurisdiction and venue of the courts located within the Commonwealth of the Bahamas and may not claim that any such suit, action or proceedings has been brought in an inconvenient forum. Accordingly, you waive all defenses of lack of jurisdiction, venue, or forum non conveniens. You hereby further irrevocably consent to the service of process out of any of the aforesaid courts, in any such suit, action or proceeding, by the mailing of copies thereof, by certified or registered mail, return receipt requested, addressed to you. Nothing contained herein shall affect the right of RealtyX or any of its authorized Site users to commence any action, suit or proceeding or otherwise to proceed against you in any other jurisdiction or to service of process upon you in any manner permitted by any applicable law in any relevant jurisdiction.

XIV. TERMINATION
We reserve the right at any time in our sole discretion without notice to issue a warning, temporarily suspend, indefinitely suspend or otherwise deny any User access to the Site or any portion thereof including any Content and to terminate these Terms of Use and/or any user agreement(s) you may enter into, including any User’s bids or offers or any other information you provide to us.

XV. MISCELLANEOUS
Failure to insist on strict performance of these Terms of Use will not operate as a waiver of any subsequent default or failure of performance. No waiver by us of any right under these Terms of Use will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, such invalidity or unenforceability shall not affect the enforceability or validity of any other portion of these Terms of Use, which shall remain in full force and effect and be construed as if the invalid or unenforceable portion were not part of these Terms of Use, and, if possible, the then invalid or unenforceable provision will be deemed superseded and replaced by a valid, enforceable provision that most clearly matches the intent of the original provision. Any rights not expressly granted herein are reserved. Any conflict between any provision contained in these Terms of Use and in any user agreement shall be governed by the language contained in the user agreement, except to the extent that the Terms of Use are broader.

The Terms of Use, and other terms and conditions and similar provisions that may be applicable to you regarding the Site, including any questionnaires you may complete (all of which are hereby incorporated as if set forth fully herein), and any user agreement, represent the entire agreement between us and you with respect to use of and Content available on or through the Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between us and you with respect to the Site.

 

Updated March 2022

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Terms of Use


PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITE. DO NOT USE THE SITE IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. YOUR USE OF THIS SITE CONSTITUTES YOUR IRREVOCABLE ACCEPTANCE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN.

Welcome to the website of RealtyX LLC (the “Site”). Any reference to “RealtyX,” “we,” “us” or “our” below shall mean RealtyX LLC and its affiliates (including their respective officers, directors, employees and authorized agents, as applicable), unless the context otherwise requires. The Site and the data, information, products, materials, services and other content available on or through the Site (collectively, the “Content”) are proprietary to RealtyX and its vendors and service providers, and any persons specifically authorized by these parties, and are protected by copyright, trade secret and other related proprietary rights, including U.S. and international copyright and trademark laws and treaties; and are confidential to the extent password-protected. You agree not to copy for non-personal use, publish, disclose or otherwise distribute to third parties any Content, without receiving prior written consent from RealtyX.

THE INFORMATION, PRODUCTS AND SERVICES DESCRIBED ON THIS SITE ARE NOT INTENDED FOR DISTRIBUTION TO, OR USE BY, AND ARE IN PARTICULAR NOT DIRECTED TO, ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE (BY REASON OF THAT PERSON’S NATIONALITY, RESIDENCE OR OTHERWISE) SUCH DISTRIBUTION OR USE WOULD BE PROHIBITED OR CONTRARY TO ANY LAW OR REGULATION OR WOULD OBLIGATE US TO COMPLY WITH ANY ADDITIONAL LAW, REGULATION, REGISTRATION OR SIMILAR REQUIREMENT WITHIN SUCH JURISDICTION OR COUNTRY. PERSONS IN RESPECT OF WHOM SUCH PROHIBITIONS APPLY MAY NOT ACCESS THIS SITE.

In the discretion of RealtyX, only qualified eligible users will be permitted access to the password-protected parts of the Site, whereby Content relating to their bids and/or offers can be obtained. Site users (“Users” or “you”) may be asked to represent (through and/or outside the Site) that they meet certain qualifications and will be required to access and agree to a separate form of user agreement. Any questionnaires or other notices, and all information Users provide to us through questionnaires or otherwise, are subject to these Terms of Use. Services offered by RealtyX are not suitable for all persons. You should read carefully the disclosures contained herein. We may require Users to provide additional and/or more detailed information to verify their identity when we deem it necessary or appropriate to do so, including in order to comply with applicable anti-money laundering laws, including, if applicable, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act” or “Patriot Act”).

Users are responsible for maintaining the confidentiality of the user name and password(s) (“login information”) we provide you for accessing the password-protected parts of the Site, and for securing all facilities, products and equipment that might allow access to the Site (collectively, “Resources”). Users must not share their login information with any third party and are solely responsible for any and all activity that takes place under their login information, whether or not authorized by such users. Users agree to notify us immediately (i) in the event of the loss or theft of their login information, (ii) if they believe the confidentiality of their login information has been compromised in any way, or (iii) in the event they learn of the possible or actual unauthorized use of their login information. We reserve the right to revoke a User’s login information at any time, for any reason, without prior notice.

I. TERMS AND CONDITIONS
Each time you access, view or use the Content you agree and indicate that you (i) understand these Terms of Use, (ii) intend these Terms of Use to be the legal equivalent of a signed, written contract and equally binding, and (iii) accept these Terms of Use and agree to be legally bound by them.

The Site is offered to you conditioned on your acceptance, without modification, of the terms, conditions, and notices contained herein. Your use of the Site constitutes your agreement to and understanding of all such terms, conditions, and notices. We reserve the right to change, at our discretion, the Content, and any terms, conditions, and notices under which the Site and the information and services offered through the Site are offered, without further notice to you. Your continued use of the Site will signify your agreement with and understanding of any additional or modified Content, validity, terms, conditions or notices applicable to the Site.

II. LICENSE
The Site and the Content are provided by us as a service to you. In order to access and use the Site, you are granted a limited, nonexclusive, revocable and nontransferable license to use the Site, conditioned on your continued compliance with these Terms of Use.

You may not modify, copy, distribute, broadcast, transmit, display, reproduce, publish, license, create derivative works based on, transfer, sell or otherwise use, in any medium, any Content, except you may, for your sole personal use and information, access, use and store the Content or any portion thereof solely for your own personal, and not commercial, purposes. Any personal copy of the information contained on this Site shall retain all copyright and other such notices. As a further condition of use of the Site, you warrant to us that you will not use the Site for any purpose that is unlawful or prohibited by these Terms of Use and you will comply with any applicable local, state, national, or international laws or regulations when using the Site. You are prohibited from violating or attempting to violate the security of the Site. You may not create a third party link to this Site without prior written consent from RealtyX.

Nothing at the Site shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any image, trademark, logo or service mark at the Site. No act of downloading, storing, accessing, using, or otherwise copying from the Site will transfer title to any software or material at the Site to you. You may not decompile, reverse engineer, disassemble, or otherwise reduce any computer files obtained from the Site to a human-perceivable form. Anything that you transmit to the Site becomes our property, may be used by us for any lawful purpose (subject to any further agreement between us and you), and is further subject to disclosure as deemed appropriate by us, including to any legal or regulatory authority to which we are subject. We reserve all rights with respect to copyright and trademark ownership of all Content, and will enforce such rights to the full extent of the law.

III. USE OF SITE
The Site is a venue that may be used for primary or secondary transactions in private investments, including private investment funds, other pooled vehicles and private companies (each, an “Investment”). We do not provide recommendations, investment advice or any other advice to you or any other party through the Site, and no information or material at the Site is to be relied upon for the purpose of making or communicating specific investment or other decisions, including the RealtyX Pricing Service or similar service. The Site is not, and is not intended or required to be, a registered or regulated exchange or an Alternative Trading System subject to Regulation ATS. While the Site possesses certain electronic features such as a form of settlement tracking, participants and transactions are subject to third party approvals and authorized users of the Site, including but not limited to RealtyX LLC, a RealtyX affiliate, exercise discretion in facilitating purchaser and seller interactions and effecting transactions. RealtyX does not provide advisory services or due diligence services to or on behalf of any seller, purchaser, investor, or other party. References to “purchaser” in these Terms of Use include prospective and actual secondary market purchasers and primary market/offering investors.

Nothing on this Site is intended to be, nor should it be construed or used as, financial, legal, tax or investment advice, an opinion of the appropriateness or suitability of any investment, or an offer, or the solicitation of any offer, to buy or sell any security. ANY TAX STATEMENT CONTAINED ON THE SITE IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY PERSON FOR THE PURPOSE OF AVOIDING TAX PENALTIES. Before making any bid or offer, a User (along with its tax and/or other advisors) should determine whether an Investment or action is suitable in light of the User’s investment objectives, financial circumstances and tax situation. Users are obligated to complete agreed-upon transactions and to pay fees associated with consummated transactions. User acknowledges that (i) in certain circumstances, RealtyX and its affiliates, including their respective directors, officers, agents, and employees, may have an interest in a transaction or Investment, receive compensation from a seller or purchase or otherwise in connection with a transaction or Investment, and/or may act on behalf of sellers or purchasers of an Investment and therefore may be a counterparty on any particular transaction; and (ii) parties affiliated with an Investment (including its manager) or its officers, directors, agents and employees might be sellers or purchasers of an Investment in transactions and (a) therefore may be a counterparty on any particular transaction, (b) that by reason of such position, such parties have, or may have, access to, or may be deemed to be in possession of, material inside information regarding the Investment and (c) in such case, User waives any rights or claims to proceed against such purchasers or RealtyX relating to any non-disclosure of any material, non-public information and assumes the risk of any such non-disclosure. User represents that it is entering into Investments and transactions, and has determined to dispose of or purchase interests in an Investment, on an independent basis, for its own reasons, using its own due diligence, and without consultation with the purchaser or seller, respectively, or reliance on RealtyX.

Pursuant to certain arrangements entered into by RealtyX, services performed for RealtyX and/or the Site and/or involving its Users, including securities transactions, may be effected or provided by non-affiliated and/or affiliated entities, including entities such as RealtyX LLC, an affiliated broker-dealer registered with the U.S. Securities and Exchange Commission (SEC) and a member of FINRA (Financial Industry Regulatory Authority, Inc.), RealtyX Partners UK Limited, an affiliated entity which is regulated by the UK Financial Conduct Authority through its arrangement with Market Position Ltd. (“MPL”), a non-affiliated entity which is authorized and regulated by the UK Financial Conduct Authority, and other authorized Site users. These entities receive compensation related to transactions and Investments. RealtyX, RealtyX Partners UK Limited, MPL and other third parties also may separately act as a placement agent, sales agent, selling agent, investment banker, solicitor or introducer (or in a similar capacity) for any of the Investments listed on the Site (or their affiliates or related parties) and in such cases are separately compensated in such capacity (generally through fees charged to sellers and/or purchaser or to the issuer or Investment or out of proceeds or otherwise—generally based on the amount of assets or capital involved).

Sellers, purchasers, Investments and other parties involved in transactions or Investments may be provided products and services by other RealtyX affiliated entities, which may include banking, custodial and administrative services for a purchaser, seller and/or issuer or Investment. Such RealtyX affiliated entities are separately compensated for such services which are in addition to any compensation earned by RealtyX LLC and RealtyX Partners UK Limited for transactions or Investments or Site fees earned by RealtyX LLC. RealtyX LLC may charge fees for products and services offered by it, including through the Site, and may receive fees based on services to authorized users, including its affiliates (including for permitting such affiliates and non-affiliated entities to use the Site), but does not receive compensation based on transactions or the value of Investments. Individual officers, directors, agents and employees of one or more RealtyX entities also be direct or indirect owners of one or more RealtyX entities and therefore will benefit by compensation received by the RealtyX entities in which they are owners, in addition to compensation they receive as an officer, director, agent and/or employee. Transactions between affiliates entities are generally not arms-length and RealtyX has an incentive to use its affiliates or to promote the use of its affiliates in connection with the Site, transactions or Investments. Similarly, such RealtyX affiliates have an incentive to use or to promote the use of the Site or products and services of RealtyX LLC, RealtyX Partners UK Limited and RealtyX LLC in connection with their services and/or the Site, transactions or Investments.

Investments involve risk and are speculative. The Site does not contain all risks regarding Investments or primary or secondary markets or transactions or liquidity. A party should request or obtain such information from the applicable issuer. No representation or assurance is made that RealtyX’s services or experience will be successful, that such transactions and Investments will be a benefit/advantage and not result in a loss to any particular purchaser, that RealtyX’s electronic features will expedite any particular transaction or minimize the costs related thereto, or that liquidity, the goal of more favorable pricing or a party’s investment objectives will or are likely to be achieved or be successful. Past results, performance and transactions are not indicative of future results, performance or transactions.

The Content is as of the date(s) indicated, is not a complete description of any Investment, strategy or other product or service listed or described by RealtyX. Certain Content is based on third party sources which, while believed to be reliable, have not been independently verified and cannot be guaranteed. RealtyX makes no representations as to the accuracy, timeliness or completeness of the Site’s information.

Any assumptions, assessments, statements or the like (“statements”) regarding future events or that are forward-looking constitute only subjective views, outlooks, estimations or intentions, are based upon our or the source’s expectations, intentions or beliefs, should not be relied on, are subject to change due to a variety of factors, including fluctuating market conditions, and involve inherent risks and uncertainties, both general and specific, many of which cannot be predicted or quantified and are beyond RealtyX’s control. Any indices (including financial benchmarks) shown are provided for illustrative purposes only, are unmanaged, and may or may not reflect reinvestment of income and dividends or the impact of advisory fees with respect to the investments presented. Comparisons to indices have limitations because indices have material characteristics that may differ from a particular investment strategy. Indices should not be relied upon as an accurate measure of comparison.

IV. RealtyX PRICING SERVICE
RealtyX Pricing Service (“HPS”) indicated prices do not constitute a recommendation or an offer to buy or sell a particular investment. HPS reflects estimated pricing information only, is to be used only as a guideline if desired by an investor, and are not actual prior or contemplated trades or trade prices. Trades can only be effected through authorized Site users. Trade prices are negotiated between purchasers and sellers and will vary based on trade specifics and then-existing bids and offers. HPS prices are determined based on recent indicated bids and offers and/or by taking into account a variety of market factors and Investment characteristics known to RealtyX, including, among other things, liquidity factors, redemption characteristics, manager information and historical information. Prices are subject to change without notice. Pricing information is based on third-party sources, which although believed to be reliable, have not been independently verified and cannot be guaranteed. RealtyX is not responsible for the timeliness, accuracy or completeness of pricing information, including any calculation errors. There is no representation that an HPS price reflects a price at which an Investment may be sold or bought. HPS pricing information is intended for informational purposes only and should not be relied upon. HPS prices and past performance are not indicative of future results. RealtyX is not liable for any investment decisions made based on HPS.

V. CONFIDENTIALITY ON INTERNET
Use of the Internet is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. While we have endeavored to create a secure and reliable Site, please be advised that the confidentiality of any communication or material transmitted to/from the Site over the Internet cannot be guaranteed.

Accordingly, we are not responsible for the security of any information transmitted via the Internet or for the consequences of any reliance on such information. You assume the sole and complete risk for using the Site and must make your own determination as to these matters.

VI. SECURITY OF SITE
Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution. For your protection, we reserve the right to view, monitor, and record activity on the Site, including emails from and to Users or prospective users, without notice or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by appropriate governmental, regulatory and law enforcement organizations in connection with applicable law, including the investigation or prosecution of possible criminal activity on the Site.

VII. PAYMENT
You acknowledge that RealtyX reserves the right to charge for the Content or any service provided through or which is part of the Content and to change its charges from time to time by posting such changes on the Site. By utilizing a service provided through the Site that has a corresponding charge, you are expressly agreeing that we are permitted to bill you for such charge in connection with your use of such service. As used in these Terms of Use, “bill” or “billing” shall indicate a charge against your designated credit card or other payment preference (“Payment Method”). You represent and warrant that you have the legal right to use the payment method you provide and that you agree to abide by the applicable cardholder’s agreement. All charges are nonrefundable, including for any unused or partially used service. If you want to use a different Payment Method or if there is a change in your credit card validity or expiration date, you must inform us of the change as soon as possible or edit such information at the time of use. If your Payment Method reaches its expiration date, your continued use of the service constitutes your authorization for us to continue billing that Payment Method and you remain responsible for any uncollected amounts, notwithstanding such expiration date. If a charge to your Payment Method is denied for any reason, RealtyX shall have the right to terminate or suspend your use of the Content or such service.

VIII. LINKS TO OTHER SITES
We may permit Users to have access, through hypertext or other computer links, from the Site to web sites operated by persons other than us. In such cases, such hyperlinks are provided for your reference and convenience only, and are the exclusive responsibility of such web sites’ owners. A hyperlink from this Site to another web site does not imply or mean that we endorse, recommend, or approve the content or services on that web site or the operator or operations of that web site. You are solely responsible for determining the extent to which you may use or rely upon any content at any other web sites to which you link from this Site. We are not responsible for the privacy practices or the operation, content, security or policies of any other web site that is linked or linking to the Site, and we shall have no liability to you or any other person or entity for the use of, or inability to use, any third party web sites.

Accordingly, RealtyX and its respective affiliates and each of their respective employees, officers, directors, principals, members, partners, shareholders and authorized agents (collectively, “We and Our Affiliates” or as the context requires, “Us and Our Affiliates”) expressly disclaim any liability or responsibility for the content or services of any web site owned by a third party that may be linked to this Site, whether such link is contained on this Site or provided by a third party. No judgment, representation or warranty, express or implied, is made with respect to the accuracy, timeliness, or suitability of the content or services of any web site to which this Site may link, including information on such web site regarding us, and we take no responsibility therefor. Your use of such third party sites is at your own risk based upon such due diligence as you have determined is appropriate. We and Our Affiliates shall not be responsible for any loss or damage of any sort incurred as a result of any dealings you may have with respect to such third party or third party web sites or as the result of the presence of any links to such third party web sites. See also “Additional Disclaimers and Disclosures” below.

IX. EVENTS BEYOND OUR CONTROL
You expressly absolve and release Us and Our Affiliates from any claim of harm resulting from a cause beyond our control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorist attacks, or governmental restrictions.

X. ADDITIONAL DISCLAIMERS AND DISCLOSURES
THE SITE AND ALL CONTENT ARE PROVIDED ON AN “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. WE MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS AND WARRANTIES, EXPRESSED OR IMPLIED, OF ANY KIND WHATSOEVER, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, INCLUDING REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, TIMELINESS, VALIDITY OR COMPLETENESS OF THE INFORMATION AVAILABLE VIA THE SITE AND ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. THE CONTENT HAS BEEN GATHERED AND DERIVED FROM SOURCES BELIEVED TO BE RELIABLE, HOWEVER WE HAVE NOT INDEPENDENTLY VERIFIED THE INFORMATION. WHILE WE MAKE NO COMMITMENT TO UPDATE THE CONTENT, WE RESERVE THE RIGHT TO MAKE CHANGES AND CORRECTIONS AT ANY TIME, WITHOUT NOTICE. WE RESERVE THE RIGHT TO MAKE UNAVAILABLE AT ANY TIME THIS SITE OR THE CONTENT. THIS SITE AND ITS CONTENT ARE OUR PROPERTY AND/OR THE PROPERTY OF OUR AFFILIATES, AUTHORIZED USERS, VENDORS, AND/OR OTHER THIRD PARTY SOURCES, AND ARE PROTECTED BY COPYRIGHT, TRADE SECRET AND OTHER INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. UNAUTHORIZED USE OF ANY MATERIAL CONTAINED ON THE SITE MAY VIOLATE COPYRIGHT LAWS, TRADEMARK LAWS, TRADEMARK LAWS, TRADE SECRET LAWS, THE LAWS OF PRIVACY AND PUBLICITY, AND OTHER REGULATIONS AND STATUTES.

WE FURTHER ASSUME NO RESPONSIBILITY, AND MAKE NO WARRANTIES, THAT THE SITE OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, THE SERVER THAT MAKES IT AVAILABLE OR THE CONTENT WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY DAMAGES TO, VIRUSES THAT MAY INFECT, OR SERVICES, REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED ON, YOUR COMPUTER OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESSING OR USING THE SITE. PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY INVESTMENT DECISIONS, ADVICE, LOSS OF PROFITS, COSTS OR ANY OTHER INDIRECT DAMAGES RELATING TO THE SUITABILITY, ADEQUACY, VALIDITY, ACCURACY, TIMELINESS, DELAY, COMPLETENESS OR USE OF ANY INFORMATION ON THE SITE. WE ALSO DO NOT OFFER ADVICE REGARDING THE QUALITY OR SUITABILITY OF ANY INVESTMENT MADE AVAILABLE THROUGH THE SITE.

XI. NOTIFICATION FOR CERTAIN MATTERS
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content infringes your copyrights, you (or your agent) may send us a notice requesting that such Content be removed, or access to it blocked. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you with respect to the Content, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Site should be sent to:

Designated Agent:

Anastacia Brooks

Address of Agent:

RealtyX LLC

 

1st Floor, Lyford Cay House
Western Road
Nassau, Bahamas

Telephone:

(242) 356-4147

Fax:

(242) 356-0037

E-mail for notice:

info@realtyx.us

We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

In the event you believe in good faith that any Content is otherwise in error, please contact us at info@realtyx.us with, if possible, a description of the Content to be checked and the location (URL) where such Content can be found on the Site, if applicable, as well as information sufficient to enable us to contact you. We will try to address your concerns as soon as reasonably practicable.

XII. LIMITATION OF LIABILITY AND INDEMNITY
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE AND OUR AFFILIATES BE LIABLE FOR ANY DAMAGES (WHETHER IN CONTRACT, TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES, THAT RESULT FROM THE USE OR ACCESS OF, OR THE INABILITY TO USE, THE CONTENT OR THE SITE, OR ANY LINKED SITE OR USE THEREOF OR INABILITY TO USE BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF WE AND OUR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.

You agree that your breach of these Terms of Use may result in irreparable harm to us which cannot be compensated by money damages, and that we shall be entitled to obtain injunctive or other equitable relief for any such breach, without posting any bond or other security, and without prejudice to any other remedies to which we may be entitled.

You agree to defend, indemnify, and hold harmless We and Our Affiliates and our respective attorneys, authorized agents, predecessors, successors, and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and litigation expenses), relating to or arising from your use of the Site, any arrangements you make based on the information available or through the Site, and any breach by you of these Terms of Use or any user agreement or other improper act or omission.

XIII. GOVERNING LAW
These Terms of Use have been made in and will be construed and enforced in accordance with the laws of the Commonwealth of the Bahamas without giving effect to the principles of conflicts of laws thereof. You irrevocably agree that any action or proceeding arising, directly, indirectly or otherwise, in connection with, out of, related to, or from, this Agreement, any breach hereof, or any transaction covered hereby, shall be resolved exclusively within the Commonwealth of the Bahamas. Accordingly, you irrevocably consent and submit to the exclusive jurisdiction and venue of the courts located within the Commonwealth of the Bahamas and may not claim that any such suit, action or proceedings has been brought in an inconvenient forum. Accordingly, you waive all defenses of lack of jurisdiction, venue, or forum non conveniens. You hereby further irrevocably consent to the service of process out of any of the aforesaid courts, in any such suit, action or proceeding, by the mailing of copies thereof, by certified or registered mail, return receipt requested, addressed to you. Nothing contained herein shall affect the right of RealtyX or any of its authorized Site users to commence any action, suit or proceeding or otherwise to proceed against you in any other jurisdiction or to service of process upon you in any manner permitted by any applicable law in any relevant jurisdiction.

XIV. TERMINATION
We reserve the right at any time in our sole discretion without notice to issue a warning, temporarily suspend, indefinitely suspend or otherwise deny any User access to the Site or any portion thereof including any Content and to terminate these Terms of Use and/or any user agreement(s) you may enter into, including any User’s bids or offers or any other information you provide to us.

XV. MISCELLANEOUS
Failure to insist on strict performance of these Terms of Use will not operate as a waiver of any subsequent default or failure of performance. No waiver by us of any right under these Terms of Use will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, such invalidity or unenforceability shall not affect the enforceability or validity of any other portion of these Terms of Use, which shall remain in full force and effect and be construed as if the invalid or unenforceable portion were not part of these Terms of Use, and, if possible, the then invalid or unenforceable provision will be deemed superseded and replaced by a valid, enforceable provision that most clearly matches the intent of the original provision. Any rights not expressly granted herein are reserved. Any conflict between any provision contained in these Terms of Use and in any user agreement shall be governed by the language contained in the user agreement, except to the extent that the Terms of Use are broader.

The Terms of Use, and other terms and conditions and similar provisions that may be applicable to you regarding the Site, including any questionnaires you may complete (all of which are hereby incorporated as if set forth fully herein), and any user agreement, represent the entire agreement between us and you with respect to use of and Content available on or through the Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between us and you with respect to the Site.

 

Updated March 2022

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RealtyX LLC  (member FINRA)
62 Post Road West
Westport, CT 06880
USA
T. +1.203.227.1987

RealtyX Partners UK Limited
(An appointed representative of Market Position Limited,
authorised and regulated by the Financial Conduct Authority)
52 Berkeley Square
W1J 5BT
London
T. +44.203.817.4819

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Data Protection

We may put your, your employees, clients, directors, officers and consultants’ details and data which you or others supply to us, either directly or on your behalf (including details of any clients, customer or contacts of yours and of their employees, clients, directors, officers and consultants) on our databases, servers, and computer systems to help us provide our services. You should notify all such persons that we may do so and inform us if they have any objection to such information being held by us or our duly authorized agents. From time to time we may send you and such employees, clients, directors, officers and consultants updates, news about any events that we are organising or participating in, or about us and the services we provide (which will usually be sent to you by email). We may also use information about you and them to make decisions on payment arrangements with you (for example, to carry out a credit check or search).

We will keep all confidential information about you and such employees, clients, directors, officers and consultants confidential, subject to the provisions outlined in these terms and our Privacy and Confidentiality Policy. Subject to the paragraph below headed “Outsourcing”, we will not give access to any personal data or sensitive personal data (as defined in the Data Protection Act 1998 and or the EU General Data Protection Regulation (GDPR)) that we hold as a result of providing services to you (“Personal Data”) to any other person or organisation without your permission unless we need to do so to provide services to you, comply with applicable law or to collect our fees or costs or expenses in connection with other legal agreement or contractual enforcement. You should be aware that, from time to time, we may need to transfer your information to business partners and service providers that are located in territories outside of the European Economic Area (“EEA”) including but not limited to those detailed in the paragraph below headed “Outsourcing” and you hereby agree to this.

By accepting these terms and unless you tell us otherwise in writing you agree to us using your Personal Data and warrant we may use the Personal Data of the employees, clients, directors, officers and consultants mentioned above as described in these terms and our Privacy and Confidentiality Policy. If at any time, you do not want to receive information about our services, or if you have any other queries or concerns please contact us. You and such employees, clients, directors, officers and consultants are also entitled to obtain from us details of any personal data we hold about you or them.

If you or others on your behalf give us any Personal Data about another person, you take full responsibility for complying with any relevant data protection laws which apply to the provision of that information to us, and our use of it as explained in these terms of engagement and our Privacy and Confidentiality Policy.

Privacy and Confidentiality Policy

This Privacy Policy (the Policy) describes how RealtyX, LLC collects, uses and shares the information you provide to us and the information we collect in the course of operating our business and our website.

In this Policy when we refer to RealtyX, LLC (the “Firm”) or “we”/“us”/“our” we mean RealtyX, LLC and other companies and entities that are affiliated with us. To contact us regarding this Policy for any reason please email info@realtyx.us with Privacy Policy in the subject field.

We may revise this Policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are binding on you.

This Policy describes:

  • The information that we collect
  • How we use the information we collect
  • How we share information with third parties
  • Keeping your information and information security
  • Your choices and rights
  • How to contact us and other important information

The information that we collect and where we get it from

"Personal information" is any information that can be used to identify individuals or that we or others can link to you and which we have in our possession or control.

We will collect and process the following personal information about you:

  • Information that you provide to us
  • We will process personal information that you give to us including when you email us or contact us through various channels as follows:

When you sign up for newsletters, webinars, events or obtain services from us or when you contact us with queries or respond to our communications the personal information you provide may include your full name, title, telephone number, email address and content, date and time of your email correspondence and information about your employer or your business.

In connection with our provision of services: if you are a client of the Firm you will provide us with personal information when you or the company you represent becomes a client. If you are not a client we may collect or receive your personal information because you are involved in one of our client’s matters.

We will also collect information about when you use our services or when we otherwise interact or correspond with you. We use various technologies to collect and store information when you visit our website. We may, for example, collect information about the type of device you use to access the websites, your IP address and your geographic location, the operating system and version, your browser type, the content you view and features you access on our websites, the web pages and the search terms you enter on our websites.

Information we obtain from other sources

If you apply for a position with us we may collect personal information relating to past employment, qualifications and education, opinions from third parties about you, past employment history and other details about you, which will be provided to us by a third party that provides background screening services to us.

If we collect or receive your personal information in the context of our provision of services we might receive information from third parties such as your employer, other parties relevant to the services we are providing (e.g. counterparties in transactions) and others such as regulators and authorities. That information could include your name, contact details, employment details and other information relevant to the services that we are providing.

How we use the information we collect

We may do the following with your personal information:

  • use it to provide services to the relevant client
  • use it to engage in marketing and business development activity in relation to our services. This may include sending you newsletters, updates, marketing communications and other information that may be of interest to you
  • where you have applied for a position with us, to review and process your job application
  • to comply with legal and regulatory obligations that we have to discharge
  • use it to establish, exercise or defend our legal rights or for the purpose of legal proceedings
  • record and monitor your use of our websites or our other online services for our business purposes which may include analysis of usage, measurement of site performance and generation of marketing reports
  • use it for our legitimate business interests, such as undertaking business research and analysis, managing the operation of our websites and our business
  • use it to look into any complaints or queries you may have, and
  • use it to prevent and respond to actual or potential fraud or illegal activities.
  • Also, we may collate, process and share any statistics based on an aggregation of information held by us provided that any individual is not identified from the resulting analysis and the collation, processing and dissemination of such information is permitted by law.

Grounds for using your personal information

We rely on the following legal grounds to process your personal information, namely:

  • Consent - we may (but usually do not) need your consent to use your personal information. You can withdraw your consent by contacting us (see above).
  • Performance of a contract - we may need to collect and use your personal information to enter into a contract with you or to perform our obligations under a contract with you.
  • Legitimate interest - we may use your personal information for our legitimate interests, some examples of which are given above.
  • Compliance with law or regulation - we may use your personal information as necessary to comply with applicable law/regulation.

How we share information with third parties

We may share your personal information outside the Firm. This may include:

  • Third party agents/suppliers or contractors, bound by obligations of confidentiality, in connection with the processing of your personal information for the purposes described in this Policy. This may include, but is not limited to, IT and communications service providers.
  • Third parties relevant to the services that we provide. This may include, but is not limited to, counterparties to transactions or parties to litigation, other professional service providers, regulators, authorities and governmental institutions (including SROs).
  • To the extent required by law, regulation (including SROs) or court order, for example, if we are under a duty to disclose your personal information in order to comply with any legal, contractual or regulatory obligation.

Where we transfer your personal information outside Europe, we will ensure that it is protected and transferred in a manner consistent with legal requirements applicable to the information. This can be done in a number of different ways, for instance:

  • the country to which we send the personal information may be approved by the European Commission
  • the recipient may have signed a contract based on “model contractual clauses” approved by the European Commission, obliging them to protect your personal information, or
  • where the recipient is located in the US, it may be a certified member of the EU-US Privacy Shield scheme.

In other circumstances, the law may permit us to otherwise transfer your personal information outside Europe. In all cases, however, any transfer of your personal information will be compliant with applicable data protection law.

You can obtain more details of the protection given to your personal information when it is transferred outside Europe (including a sample copy of the model contractual clauses) by contacting us using the details set out above.

Keeping your information and information security

How long we hold your personal information for will vary and will depend principally on:

  • the purpose for which we are using your personal information - we will need to keep the information for as long as is necessary for the relevant purpose, and
  • legal obligations - laws or regulation (including SROs) may set a minimum period for which we have to keep your personal information.
We will ensure that the personal information that we hold is subject to appropriate security measures.

Your choices and rights

You have a number of legal rights in relation to the personal information that we hold about you and you can exercise your rights by contacting us using the details set out above.

These rights include:

  • Obtaining information regarding the processing of your personal information and access to the personal information which we hold about you. Please note that there may be circumstances in which we are entitled to refuse requests for access to copies of personal information. Requesting that we correct your personal information if it is inaccurate or incomplete.
  • Requesting that we erase your personal information in certain circumstances. Please note that there may be circumstances where you ask us to erase your personal information but we are legally entitled to retain it.
  • Objecting to, and requesting that we restrict, our processing of your personal information in certain circumstances. Again, there may be circumstances where you object to, or ask us to restrict, our processing of your personal information but we are legally entitled to refuse that request.
  • In some circumstances, receiving some personal information in a structured, commonly used and machine-readable format and/or requesting that we transmit those information to a third party where this is technically feasible. Please note that this right only applies to personal information which you have provided to us.
  • Withdrawing your consent, although in certain circumstances it may be lawful for us to continue processing without your consent if we have another legitimate reason (other than consent) for doing so.
  • Lodging a complaint with the relevant data protection authority, if you think that any of your rights have been infringed by us.
  • We can, on request, tell you which data protection authority is relevant to the processing of your personal information.

Outsourcing

To enable us to provide our services to you, we may work with external service providers. Our arrangements with external service providers could include the provision of support services such as IT, event management, business research, travel services and facilities management. From time to time we may need to transfer Personal Data that we hold to such external service providers, and/or allow such external service providers access to our systems where Personal Data is held. External service providers may have offices that are located in territories outside of the EEA.

Please note that the legal regimes of some territories outside of the EEA do not always offer the same standard of data protection as those inside the EEA, although we will ensure that your Personal Data is only ever treated in accordance with these terms of engagement and our Privacy and Confidentiality Policy.