Terms of Use

1. Acceptance and Eligibility

1.1 By using the Platform, you represent and warrant that you are at least eighteen (18) years of age and have the legal capacity to enter into a binding contract.

1.2 If you use the Platform on behalf of a company, partnership, trust, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "your" refer to that entity.

1.3 You represent that you are not barred from using the Platform under the laws of the United States or any other applicable jurisdiction, and that your use complies with all applicable laws, rules, and regulations.

1.4 The Platform is intended for real estate investors, wholesalers, and related professionals. It is not intended for consumers seeking to purchase a primary residence, and it is not a multiple listing service (MLS).

2. Description of the Platform

2.1 Ascend REIS operates an online platform through which the Company markets off-market and investment real estate opportunities ("Deals"), and through which registered users ("Buyers") may review Deal information, establish investment criteria ("Buy Boxes"), receive notifications of matching Deals, submit offers, negotiate, and manage transaction-related activity.

2.2 The Platform may include tools and features such as deal-matching, deal alerts, offer submission and negotiation, best-and-highest offer processes, a deal management portal, financial analysis calculators, contractor and bid management tools, proof-of-funds handling, and related functionality. The availability, features, and functionality of the Platform may change at any time without notice.

2.3 The Company acts as a principal or as an assignor of real estate contracts and related interests. Unless expressly stated in writing in a separate agreement, the Company is not acting as your real estate broker, agent, fiduciary, attorney, accountant, or financial advisor, and no such relationship is created by your use of the Platform.

3. Account Registration and Security

3.1 Certain features of the Platform require you to register for an account. You agree to provide accurate, current, and complete information during registration and to keep that information updated.

3.2 You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify the Company immediately of any unauthorized use of your account or any other breach of security.

3.3 You may register or authenticate using third-party sign-in services (such as Google or Apple). Your use of those services is subject to the applicable third party's terms and privacy practices, and you authorize the Company to access certain information from those services as permitted by them.

3.4 The Company reserves the right to suspend, restrict, or terminate any account, or to refuse registration, in its sole discretion, including where the Company believes information provided is inaccurate, where these Terms have been violated, or where the Company deems such action appropriate.

3.5 Buyer verification, including verification of funds or proof-of-funds documentation, may be required to access certain Deal information or to submit offers. Verification status may be modified or revoked by the Company at any time.

4. Deal Information; No Guarantee; Independent Due Diligence

4.1 All Deal information made available through the Platform, including but not limited to addresses, property descriptions, condition reports, photographs, estimated values, comparable sales, market data, projected returns, repair estimates, and pricing, is provided for informational purposes only and may be based on information obtained from third parties or from the property seller.

4.2 THE COMPANY DOES NOT GUARANTEE, WARRANT, OR REPRESENT THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY DEAL INFORMATION. All figures, estimates, and projections are approximations and are not promises or guarantees of value, condition, profit, return, or outcome.

4.3 You are solely responsible for conducting your own independent investigation, inspection, valuation, and due diligence with respect to any property or Deal, including verifying square footage, condition, title, liens, encumbrances, zoning, permitting, occupancy, rents, repair costs, market value, and all other material facts. You should retain your own licensed professionals, including inspectors, contractors, appraisers, attorneys, and accountants, as appropriate.

4.4 Any calculators, analyzers, profit estimators, or similar tools provided through the Platform are informational aids only. Outputs depend on inputs and assumptions you provide or that are supplied by third parties, and the Company makes no representation that any output is accurate or that any projected result will be achieved. You must independently verify all numbers before relying on them.

4.5 Properties and Deals are offered on an "AS IS, WHERE IS" basis with all faults, unless otherwise expressly agreed in a separate written agreement executed by the Company.

5. Offers, Negotiations, and Transactions

5.1 The Platform may allow you to submit offers, participate in best-and-highest offer processes, and engage in negotiations regarding Deals. Submitting an offer or indication of interest through the Platform does not create a binding contract unless and until a separate written purchase, assignment, or related agreement is executed by all required parties.

5.2 The specific terms, conditions, contingencies, deposit requirements, timelines, and obligations of any transaction will be governed by the separate written agreement applicable to that transaction, and not by these Terms. In the event of a conflict between these Terms and a fully executed transaction agreement, the transaction agreement controls with respect to that transaction.

5.3 You acknowledge that Deals are subject to prior sale, assignment, withdrawal, or change at any time, and that availability is not guaranteed. The Company reserves the right to accept, reject, or negotiate any offer in its sole discretion.

5.4 Earnest money deposits, escrow arrangements, holdbacks, and similar matters are governed by the applicable transaction agreement and escrow instructions, and not by these Terms.

5.5 You are responsible for ensuring that your participation in any transaction complies with all applicable laws, including real estate licensing, disclosure, and consumer-protection laws in the relevant jurisdiction.

6. User Conduct and Acceptable Use

6.1 You agree not to use the Platform to:

(a) violate any applicable law, regulation, or third-party right;

(b) provide false, misleading, or fraudulent information, including in connection with proof of funds, identity, or transaction capacity;

(c) submit offers you do not have the intent or ability to perform;

(d) infringe or misappropriate any intellectual property or proprietary right;

(e) access, scrape, harvest, or collect data from the Platform by automated means without the Company's prior written consent;

(f) interfere with, disrupt, or compromise the integrity or security of the Platform;

(g) attempt to gain unauthorized access to any portion of the Platform, other accounts, or related systems;

(h) reproduce, resell, distribute, or exploit Deal information or Platform content except as expressly permitted;

(i) transmit any virus, malware, or harmful code; or

(j) use the Platform in any manner that could damage, disable, or impair the Platform or interfere with any other party's use of it.

6.2 You agree that any information you submit regarding contractors, bids, buyers, or other third parties is submitted with appropriate authority and does not violate any confidentiality or privacy obligation.

6.3 The Company reserves the right to investigate and take appropriate action against any User who violates these Terms, including removing content, suspending or terminating accounts, and reporting activity to law enforcement.

7. Communications and Consent (Email and SMS)

7.1 By providing your email address or telephone number and by opting in through the Platform, you consent to receive communications from the Company, which may include transactional messages, account notifications, deal alerts, and, where you have opted in, marketing communications, through email, telephone, and SMS/text message.

7.2 SMS/text message alerts are provided only to Users who expressly opt in to receive them. Message and data rates may apply. Message frequency varies. You may opt out of SMS messages at any time by replying STOP, and you may seek help by replying HELP, or by using the applicable settings within the Platform. Opting out of SMS messages will not affect your ability to receive non-SMS communications necessary to your account or transactions.

7.3 You represent that you are the subscriber or customary user of any telephone number you provide, and that you have authority to consent to receive messages at that number.

7.4 You may manage your notification preferences, including channel and timing, through your account settings, subject to the Company's ability to send communications necessary for account, security, or transaction purposes.

7.5 Your consent to receive communications is not a condition of purchasing any goods or services, except where a specific communication is required to complete a transaction you have initiated.

8. Intellectual Property

8.1 The Platform, including its design, text, graphics, logos, trademarks, software, features, and all content made available by the Company (excluding User-submitted content and third-party content), is owned by or licensed to the Company and is protected by intellectual property and other laws.

8.2 Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your internal business purposes as a real estate investor. This license does not include any right to resell, redistribute, reverse engineer, or create derivative works from the Platform or its content.

8.3 "Ascend REIS" and associated names, logos, and marks are trademarks of the Company. You may not use them without the Company's prior written consent.

8.4 By submitting content to the Platform, you grant the Company a non-exclusive, worldwide, royalty-free license to use, host, store, reproduce, and display that content as necessary to operate and provide the Platform.

9. Third-Party Services and Links

9.1 The Platform may integrate with or contain links to third-party websites, products, or services, including authentication, payment, communication, data, document-signing, and mapping providers. The Company does not control and is not responsible for the content, policies, or practices of any third party.

9.2 Your use of third-party services is at your own risk and may be subject to separate terms and privacy policies. The inclusion of any third-party service or link does not imply endorsement by the Company.

10. Disclaimers

10.1 THE PLATFORM AND ALL CONTENT, DEALS, INFORMATION, TOOLS, AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

10.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

10.3 THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEAL INFORMATION OR TOOL OUTPUT WILL BE ACCURATE OR RELIABLE.

10.4 NOTHING ON THE PLATFORM CONSTITUTES LEGAL, TAX, ACCOUNTING, FINANCIAL, INVESTMENT, OR REAL ESTATE BROKERAGE ADVICE. YOU SHOULD CONSULT YOUR OWN QUALIFIED PROFESSIONALS BEFORE MAKING ANY DECISION.

10.5 THE COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY PROFIT, RETURN, VALUE, OR OUTCOME ASSOCIATED WITH ANY DEAL OR WITH YOUR USE OF THE PLATFORM. REAL ESTATE INVESTING INVOLVES RISK, INCLUDING THE RISK OF LOSS.

11. Limitation of Liability

11.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY OR ITS OWNERS, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COMPANY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO THE COMPANY FOR ACCESS TO THE PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

11.3 THE LIMITATIONS IN THIS SECTION APPLY TO THE USE OF THE PLATFORM AND ITS INFORMATIONAL TOOLS, AND DO NOT LIMIT OR MODIFY THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER ANY SEPARATE, FULLY EXECUTED TRANSACTION AGREEMENT, WHICH SHALL GOVERN THE APPLICABLE TRANSACTION.

11.4 Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

12. Indemnification

12.1 You agree to indemnify, defend, and hold harmless the Company and its owners, officers, directors, members, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any law or third-party right; (d) any transaction you enter into or attempt to enter into; or (e) any content or information you submit to the Platform.

13. Dispute Resolution; Arbitration; Governing Law

13.1 These Terms and any dispute arising out of or related to them or the Platform shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict-of-laws principles.

13.2 The parties shall first attempt in good faith to resolve any dispute informally by contacting one another.

13.3 Except for disputes that qualify for small-claims court or that seek injunctive relief for intellectual property or unauthorized access, any dispute arising out of or related to these Terms or the Platform that cannot be resolved informally shall be resolved by binding arbitration administered by a recognized arbitration provider, conducted in Maricopa County, Arizona, in accordance with that provider's applicable rules.

13.4 TO THE EXTENT PERMITTED BY LAW, YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS PROCEEDING.

13.5 Any claim arising out of or related to these Terms or the Platform must be filed within one (1) year after the claim arose, or it is permanently barred, to the extent permitted by applicable law.

13.6 This Section does not govern the dispute-resolution provisions of any separate, fully executed transaction agreement, which shall control with respect to disputes arising under that agreement.

14. Term and Termination

14.1 These Terms remain in effect while you use the Platform.

14.2 The Company may suspend or terminate your access to the Platform at any time, with or without cause and with or without notice, including for violation of these Terms.

14.3 You may stop using the Platform and request termination of your account at any time.

14.4 Provisions that by their nature should survive termination, including intellectual property, disclaimers, limitations of liability, indemnification, and dispute resolution, shall survive.

15. Changes to the Platform and to These Terms

15.1 The Company may modify, suspend, or discontinue any part of the Platform at any time without notice or liability.

15.2 The Company may revise these Terms from time to time. Revised Terms will be posted on the Platform with an updated Effective Date. Your continued use of the Platform after revised Terms take effect constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Platform.

16. General Provisions

16.1 Entire Agreement. These Terms, together with the Privacy Policy and any separate written agreements between you and the Company, constitute the entire agreement between you and the Company regarding the Platform and supersede all prior understandings.

16.2 Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

16.3 No Waiver. The Company's failure to enforce any provision of these Terms shall not be deemed a waiver of that provision or of any other provision.

16.4 Assignment. You may not assign or transfer these Terms or your account without the Company's prior written consent. The Company may assign these Terms without restriction.

16.5 No Third-Party Beneficiaries. Except as expressly stated, these Terms do not confer any rights on any third party.

16.6 Force Majeure. The Company shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control.

16.7 Relationship of the Parties. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship between you and the Company.

16.8 Headings. Section headings are for convenience only and do not affect interpretation.

17. Contact

Questions about these Terms may be directed to:

United HoldCo LLC d/b/a Ascend REIS

Graham@ascendreis.com

(505) 810-7299