Benefits


Property Owners

  • Offer fractional interests in your properties while retaining ownership.
  • Access a broad investor network.
  • Control reserve price and number of buyers.
  • Achieve market-based price discovery through patent-pending auction process.

Investors

  • Access diverse, institutional-quality deal flow.
  • Sort and compare deals using multiple metrics.
  • Reference comprehensive diligence materials.
  • Sell your interests at a later date.

Transact on Realqidity


Transact on Realquidity 1

1. Seller controls % to sell, sets reserve price, and offers property for sale.

Transact on Realquidity 2

2. Buyer places bid. Sale closes if reserve is met.

Transact on Realquidity 3

3. Seller receives proceeds, buyer receives ownership interests, and may resell at a later date after a hold period.

About Us

Realquidity is fundamentally changing the way commercial real estate transacts.

We have leveraged technology, talent and deep transactional experience to create Realquidity, a first-of-its-kind online marketplace for buying and selling commercial real estate. Sellers control how much they want to sell, and buyers gain access and opportunities to invest in pre-vetted commercial real estate.

Learning Center


ROX Trading Process


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Buyers

Sellers

  • Register

    Only Accredited Investors will be granted access to view listings offered on Realquidity. We do not share this information with 3rd parties, other than those required to verify accreditation.

  • Preview properties for sale

    Potential buyers have access to all details associated with the offerings on Realquidity. All offerings are full equity positions in the assets, and include an institutional level of due diligence materials.

  • Place a Bid

    To place a Bid, click the green “Bid” button and enter your desired Number of Units and your Bid Price per Unit, then click the “Bid” button below. Review and confirm your Bid on the next page and if acceptable, click “Confirm Bid."
    By clicking “Confirm Bid” you are agreeing to pay for the Number of Units you Bid on at your Bid Price per Unit and to execute definitive agreements in accordance with Auction Rules, prior to, but subject to the close of the Auction. Immediately after submitting your Bid, you will receive an email with next step instructions.

  • Changing Bids

    After placing a Bid, the bidder is not guaranteed to be a winning bidder.
    If an offering is Oversubscribed, bidders may bid up pricing over the Reserve Price/Unit. When this happens, the current Trading Price/Unit as of 4PM EST (M-F) will be updated the following business morning at 9AM EST on the offering listing page, and all bidders will be notified by email.
    Bidders may increase their bids at any time during the auction. In the event of oversubsription, units will be allocated based on size and pricing at the issuer’s discretion.

  • Closing

    Winning bidders are notified by e-mail, and documents are sent to buyers for signature. Buyers deposit funds, and sellers contribute the interests for sale to escrow. At closing, funds are dispersed to the seller and ownership interests are conveyed to the Realquidity investment vehicle of which buyers own a portion.

  • Collect distributions

    Managing members will make quarterly distributions to investors as funds are available to distribute. In most cases, distributions will be made electronically through our banking partner.

  • Sell your interests

    After applicable holding periods, buyers may re-sell their interests on Realquidity. In the case of a primary issuance (sale) of an interest, or unit, on Realquidity, these units must be held by the buyer for up to 24 months before they become eligible for trading on Realquidity. Please see Seller Trading Process to learn how to sell your ownership interests through Realquidity.

  • Register

    To list your property or interests for sale on the RQX Platform, please complete the general registration process. We will process your application and our registered representative will contact you within 2 business days to learn about the interests you would like to offer for sale.

  • List Property

    Once we have contacted you and conducted initial diligence regarding the ownership and property, Realquidity will work with you to list the property. This is a collaborative process. We work closely with you to compile and present the necessary due diligence information and materials, including historical and pro forma financials.

  • Choose How Much to Sell

    This determination is made by the seller depending on their financial goals and needs for the transaction. Certain factors may influence the decision, such as provisions in existing loans that require certain levels of ownership be maintained by the managers, or the desire to maintain a certain level of continued cash flow from the asset.

  • Set Reserve Price

    The seller determines the reserve price, which is the minimum price that a seller would accept, expressed as a per unit price, or Reserve Price/Unit. Typically, a seller has a valuation in mind for the entire property or Property Value. The Property Value less any debt is the Total Equity. Total Equity is divided by 1,000 (Realquidity's Property Unit ownership and pricing mechanism) to derive a Reserve Price per Unit.

  • Set Auction Period

    The Auction period is determined through dialog between the seller and Realquidity, designed to create an auction window that provides sufficient time to build demand, facilitate an efficient due diligence process, and meet timing demand. Factors that may influence the decision include deal size, asset quality, location, risk type, and timing.

  • Follow Auction

    Once your property is listed, you can monitor the status of the Auction in real time through your listings portal. At the top of the page, you will find information about the current Bids Trading Property Value and Trading Price/Unit.

  • Closing

    The transaction closing process involves the countersigning of all transaction documents and release of escrow proceeds in conjunction with a third-party and FDIC insured bank.

FAQ


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  • What is Realquidity?

    Realquidity is an online market for real property that facilitates the buying and selling of real property interests--creating opportunities for investors and liquidity for property owners. Properties for sale on the Realquidity platform are held in limited liability entities. Ownership interests in these entities are called Property Units, which are bought and sold on Realquidity. The consistent property ownership structure, unique auction process, collection of property-related information, and online trading platform create efficiency and liquidity in a previously illiquid asset class.

  • What am I buying?

    All offerings are interests in the holding entities of properties or single-purpose entities that will invest in such properties. These Property Units are typically LLC units. When you buy an interest offered on Realquidity you own a portion of the investment entity that invests in the entity holding title to the property. This limits your liability and facilitates issuing tax-reporting documents as well as potential re-sales.

  • What level of security is in use on Realquidity?

    All communication between Realquidity users and our website is encrypted and secured using HTTPS and SSL/TLS. When available we support Perfect Forward Security, one of the highest levels of Internet security that is publicly available. We secure passwords using nonreversible mathematical functions (“hashing” and “salting”) and also encrypt sensitive personal data.
    Realquidity uses Rackspace for our server and storage infrastructure. We only use Tier-4 Datacenters (see http://bit.ly/1ymg9nk for a definition), which use military grade perimeter control, video surveillance, and professional security staff to keep their data centers physically secure.

  • How do I sell on Realquidity?

    A property owner decides what percentage of his or her property to sell and sets a reserve price. The Seller works with Realquidity to auction the property interests to the highest bidders. For more, please go to: RQX Trading Process.

  • When I sell interest on Realquidity, who are the buyers?

    When you sell an interest in your property, you are selling a percentage of ownership. Before the sale you may own 100% of the real property you are listing, which will be represented by 1,000 units of a new LLC created with Realquidity. If you choose to sell a 40% interest in your property, then you will sell 400 units, and you will retain 600 units.
    The buyer(s) of these interests could be any registered buyer(s) in the Realquidity marketplace. All buyers in the market are accredited investors, and subject to identity verification, as well as other Know Your Customer rules (FINRA rule 2090) in order to comply with applicable securities and anti-terrorism laws.

  • Do I need to get the property appraised before I can list it on Realquidity?

    Yes. An Appraisal is required in order to ensure that there is a level of transparency in the marketplace. The seller is responsible for the costs associated with the appraisal. Realquidity has a list of authorized appraisers and a streamlined process for appraisers to become Realquidity-authorized.

  • What types of investments are offered on Realquidity?

    Realquidity offers equity investments in income producing commercial property such as Office, Retail, Multi-family, and Mixed Use. The investments are represented as a percentage of ownership in each property, specifically as ownership of (typically) an LLC, which owns the real property. Each asset is securitized into 1,000 Property Units.

  • Does Realquidity hold any ownership interests in the properties offered for sale?

    No. Realquidity does not take ownership of any property interests traded on the platform at any time.

  • How do I buy property interests on Realquidity?

    Accredited Investors can review all properties for sale on Realquidity, and bid on interests in one or multiple properties through the RQX Auction. All interests for sale in an individual property are sold at the same price to the winning bidders. For more, please go to: RQX Trading Process.

  • What liabilities do I take on, other than my purchase price?

    Like any investment, you can potentially lose the money that you have invested. Because you are making a real estate investment, you are further taking on the obligations of ownership related to buildings.
    While the building will be managed by a pre-specified management company, you may have a cost associated with it that the partnership owners bear. These costs, such as those associated with finding new tenants, and repairs and maintenance, will typically be paid for out of the cash flow a building produces. There may be financing costs if the building carries other financing. This means that the money you receive from an investment will be after, or “net,” of any capital or financing costs.
    You are shielded from certain personal liabilities related to the investment by the limited liability entity whose shares you own.
    In the event that additional capital is required to fund the on-going operation of the property, or to fund property improvements, shareholders will be notified of a request for capital or “capital call.” The operating agreement for each property will govern how this occurs.

  • How does share ownership affect my taxes? Will I need to file additional 1099s or K-1s?

    As the owner of a partnership interest, you will receive a K-1 for each property from Realquidity or the property’s Operating Partner (usually the Seller) in accordance with applicable tax law timeframes, usually within 90 days of the end of the calendar year. For any specific tax advice, you should consult a tax professional.

  • As a buyer, what level of control do I have over the day-to-day operations of the property? How does this control relate to my share holdings?

    Buyers of interests through Realquidity’s platform will have no control over the day-to-day operations of the property. The property will be managed by a professional, third-party manager, or as specified in the offering information.

Glossary


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RQX A-P

RQX Q-Z

Industry

  • Auction

    The patent-pending RQX Auction is simple, elegant, and efficient. Bidding will commence with the lowest bid being the Reserve Price/Unit set by the Seller. Bidders place a sealed bid at or above the Reserve Price/Unit. The highest bid at which all Property Units offered for sale will be sold becomes the Trading Price/Unit. All winning bidders will buy at the Trading Price, even if their individual bids are higher.
    The seller will set the auction period, typically anywhere from 30-90 days. A closing date is set at the start of the auction.
    All bids are placed electronically, remain private, and no buyer has access to any other buyer’s bids. Average bid pricing will be reflected in the reported Trading Price only when (and if) an offering is Oversubscribed. In the event of oversubscription, units will be allocated based on size and pricing at the issuer’s discretion.
    Bidders may increase their bids, and new bidders may enter the process at any time until the auction closes. This allows a true auction pricing mechanism to drive to a real-time market price.
    Sellers are kept up to date about bidding activity on their offerings. At the close of an auction, Realquidity’s Broker/Dealer settles the accounts with the winning buyers and sellers.

  • Bid

    A buyer’s Bid is the number of units, and the highest price per unit, a buyer is willing to pay for a property for sale. A buyer has the option of bidding at or above the Reserve Price/Unit.
    For example, if 50 units of a property were offered for sale, at a Reserve Price per Unit of $100,000, a buyer’s bid may be 5 units at $110,000 per unit. If this buyer is a winning bidder, units allocated to this buyer will be sold at the Trading Price/Unit, even if his bid per unit exceeds the Trading Price per unit.
    If a buyer’s bid is higher than the actual Trading Price, the buyer’s order will be filled at the Trading Price, not at the buyer’s higher bid. Thus, if this buyer “overvalues” the property and bids higher than the ultimate trading price, he or she will not be penalized. The units will trade at market, or at the Trading Price, established by the auction process.
    The bidders who bid higher than the Trading Price may be at an advantage when the total units sold are allocated to buyers. If the offering is Oversubscribed, and more units are in demand than are available at the Trading Price, units will be allocated at the owners discretion with priority to bidders who offered a higher price and bid on more units.

  • Bids Received

    The total number of Property Units which have been bid on by buyers through the bidding process.
    If a property has been Oversubscribed, the number of units reported under Bids Received will exceed the number of units listed for sale.

  • Capital

    Realquidity can raise capitol through Equity and Debt. At this time, only Equity offerings are available on Realquidity.

  • Capitalization

    Capitalization refers to the components of how the Property Value has been funded, often referred to as the “Capital Stack.” The total capitalization equals the total market value of the property.
    Typically, the capitalization consists of Total Equity and Debt. When purchasing a property, or a Property Unit on Realquidity, understanding the components, and priority of the components, of the capital stack is important to valuing the portion of the property for sale which is impacted by where it sits on the capital stack.
    For example, if a property’s market value is $100, and the components of capitalization consist of $60 of Debt, and $40 of Total Equity, and the total property is sold, it is important to remember that capital obtained through the sale is paid first to the lender ($60), and then to the property seller(s), whose net (after debt) ownership is called Total Equity.
    The same holds for the distribution of income. If debt service is due on the property, the lender is paid its debt service before distributions are made to equity investors. In this case, it is commonly understood that the debt stands ahead of the equity in the capital stack.

  • Development

    Realquidity classifies each offering into one of three Investment Stages: Stabilized, Value-Add or Development. Development properties have major changes planned or underway to increase short-term, medium term, or long-term value.

  • Minimum Investment

    The minimum investment required by a buyer to participate in a specific property Auction. The minimum dollar amount is calculated as the minimum number of units at the Reserve Price/Unit.

  • Minimum Purchase

    The minimum number of units which must be purchased to invest in an offering. The total dollar value of the minimum investment is the Minimum Purchase (number of units) x the Trading Price/Unit.

  • New Investors Equity

    At the close of the Auction, this represents the portion of total ownership held by new Property Unit holders.
    The Seller retains the remaining Equity in the property (Seller Retained Equity). New Investors Equity + Seller Retained Equity = Total Equity, or the Ownership after debt is subtracted.
    Prior to auction closing, New Investors Equity is represented as the maximum number of units offered for sale.

  • New Investors Ownership

    At the close of the Auction, this represents the portion of total ownership held by new Property Unit holders. The Seller retains ownership of the balance of the property.
    Since any income is distributed after debt service, and in a sale of the asset the debt would be paid first, the dollar value of New Investors Ownership should mirror New Investors Equity.

  • Oversubscribed

    When total bids for Property Units exceed the number of units offered for sale. In the event of oversubscription, units will be allocated based on size and pricing at the issuer’s discretion.

  • Ownership

    Nearly all properties listed on Realquidity are held in a Limited Liability Company, or LLC. Property Units exchanged are actually ownership units of an LLC which holds title to the property. The reserve value of the LLC set by the seller is the market value of the property, or Property Value. The Total Equity is the Property Value, less any debt. The Price/Unit is based on the Total Equity, or Total Equity/1,000.

  • Projected NOI

    All property sellers on Realquidity are required to provide a proforma with projected property Net Operating Income (NOI) and Net Cash Flow as part of the standard due diligence materials. Detailed proformas prepared by the sellers are always included in the supporting documentation.

  • Property Type

    Five property types trade on Realquidity - Office, Retail, Multi-family, Mixed Use, and Industrial.

  • Property Unit

    All offerings on Realquidity are securitized into 1,000 Property Units, and are typically held in an LLC. The reserve pricing of one property unit is equal to 1/1,000 of the Total Equity of the LLC, or property. The market value or Property Value less any Debt and other liabilities = Total Equity. Total Equity($)/1,000 = the reserve pricing of one Property Unit. We have created this structure and pricing uniformity to help buyers and sellers compare relative value among investments offered on Realquidity.

  • Property Value

    The total property value is determined by the Seller, and is the basis (less any debt) to value the Total Equity and Reserve Price/Unit.
    This is the minimum "market" value of the underlying asset that the Seller is willing to accept at closing. The Auction may drive to a higher market property value or Trading Property Value if the Trading Price/Unit per Unit exceeds the Reserve Price per Unit.

  • Reserve Price/Unit

    The Reserve Price per Unit is the Total Equity value of the ownership entity (typically an LLC) divided by 1,000 units. The Total Equity is the Property Value less any existing debt.
    All properties listed for sale are securitized into 1,000 member units or Property Units.
    If there is no existing debt on a property valued at $1000, then the market value or Reserve Price per Unit would be $1.00 per unit. If there were an outstanding $400 debt obligation on the property, then the debt obligation would be $0.40 per unit and the Reserve Price per Unit would be $0.60.
    The securitization of the individual properties into 1,000 property units per entity has been designed to facilitate liquidity, as well as transparency into the pricing structure for all assets listed on Realquidity.
    It is in the Seller’s interest to set a realistic reserve, since the system will not accept a buyer’s Bid below the reserve price. The Auction will result in a market price, the ultimate Trading Price/Unit, which may be higher than the Reserve Price per Unit.

  • Risk Type (Stage)

    Realquidity classifies each offering into Risk Types, or more specifically, into one of three Investment Stages: Stabilized, Value-Add or Development.
    Over a single decade, a property can move through any of these three stages as markets change and building improvements age. A property currently fully occupied as an industrial use may either remain Stabilized with that use, or soon be torn down and re-purposed as an office building, at which time it may move into a transitional or Development stage. Alternatively, possibly a portion of the existing site will be converted to office, moving the property into a Value-Add stage.
    All properties move through different life cycles. When a property is initially offered on Realquidity, it may be in a different stage than when it is subsequently offered. In the example above, a property may be initially offered while it is a fully occupied industrial property, and returns are projected to remain fairly constant over the next several years. Three years later, the property or asset manager, in response to a changing market may see an opportunity to convert some of the space to office to increase its value. In this case, a buyer (“Trader #1”) who purchased units when the property was Stabilized may decide to sell some or all of his units (to a “Trader #2”) when the property moves into the Value-Add stage. Trader #1 would likely benefit from asset appreciation, presuming office space is worth more than industrial space in this scenario. Once the property is again Stabilized, Trader #2 may sell off the units to take a profit.
    Buyers can sort through listings by Risk Type (Investment Stage) to help them quickly find their target investment type.

  • Seller Retained Equity

    After Property Units have been sold to New Investors, this is the portion of entity or Ownership or Total Equity retained by the Seller.

  • Seller Retained Ownership

    After Property Units have been sold to New Investors, this is the portion of entity or Ownership retained by the Seller.

  • Stabilized

    Realquidity classifies each offering into a Risk Type (Stage): Stabilized, Value-Add or Development.
    Stabilized properties have current cash flow projected to remain stable for the short, medium, and possibly long term.

  • Stabilized Cap Rate

    Stabilized Cap Rate = Stabilized NOI/Trading Property Value.
    This is the Cap Rate for the property if it were sold at the current Trading Price/Unit, based on the projected Stabilized NOI.
    Properties classified in the Stabilized investment stage generally project year one NOI as the stabilized year. Value-Add and Development stage properties will most likely show the Stabilized NOI later in the proforma.
    Note that the Stabilized Cap Rate reported here reflects the actual Trading Price/Unit, which may differ from the Cap Rate based the Reserve Price/Unit.

  • Stabilized NOI

    The projected NOI for the first year that the property is projected to be Stabilized.
    Properties classified in the Stabilized investment stage generally project year one NOI as the stabilized year. Value-Add and Development stage properties will most likely show the Stabilized NOI later in the proforma.

  • Stabilized Yield

    Equity yield at property stabilization = Stabilized Net Cash Flow/Trading Price/Unit.
    Each offering projects a stabilization year based on its asset plan. Properties classified in the Stabilized investment stage generally project year one as the stabilized year. Value-Add and Development stage properties will most likely show the stabilized year later in the proforma.
    Note that the Stabilized Yield reported here reflects the actual Trading Price/Unit, where the yields reported under the Financial Tab (under Reserve Pricing) are quoted based on the Reserve Price/Unit.

  • Total Equity

    Total Equity represents the underlying Equity of the property entity or Ownership.
    It is generally calculated as market value or Property Value less any debt or other liabilities. It is the basis for the Reserve Price/Unit, which is the Total Equity divided by 1,000 units. It is also the total of the combined Seller Retained Equity and New Investors Equity.

  • Trading Price/SF

    Trading Property Value divided by the square foot area of the property for sale

  • Trading Price/Unit

    The Trading Price is established through the patent-pending RQX Auction process, and will reflect reserve pricing until, and if, an offering is both Oversubscribed and bid up over the reserve. When an offering has been fully subscribed, the Trading Price is calculated daily as of 4PM EST Monday through Friday, and posted on the site by 9AM EST, the following business morning.
    Similar to a Dutch Auction, it is the highest price, or Bid, for ALL the units offered for sale. If an auction offers three units for sale with the bids at $10, $10 and $12, the Trading Price would be listed at $10 because that is the highest price bid that would clear ALL units (the bidder at $12 is bidding "up to" $12, but will buy the unit at $10, the Trading Price which would clear ALL units).
    All properties are offered at a Reserve Price/Unit. Bidders may not place bids below the reserve price, and should bid the highest price per unit they are willing to pay. All winning bidders pay the same Trading Price, even if their individual bids are higher than the Trading Price. The buyer bidding over the Trading Price will not be penalized.

  • Trading Property Value

    Trading Price/Unit x 1,000 (total Property Units) + Debt = Trading Property Value.
    While the Reserve Pricing Property Value is the reserve property value set by the seller, Trading Property Value is the derived property value or market value determined by the [auction not found in entries!] process.
    If the Trading Price/Unit exceeds the Reserve Price/Unit, the Trading Property Value will proportionately reflect the increased Price/Unit.

  • Unit

    One investment Property Unit. All offerings on Realquidity are securitized into 1,000 Property Units, and are typically held in an LLC. The reserve pricing of one property unit is equal to 1/1,000 of the Total Equity of the LLC, or property. The market value or Property Value less any Debt and other liabilities = Total Equity. Total Equity($)/1,000 = the reserve pricing of one Property Unit. We have created this structure and pricing uniformity to help buyers and sellers compare relative value among investments offered on Realquidity.

  • Units for Sale

    The maximum number of units of the Ownership entity offered for sale to investors.
    All offerings on Realquidity are securitized into 1,000 Property Units, and are typically held in an LLC. The reserve pricing of one property unit (listed under "Reserve Pricing") is equal to 1/1,000 of the Total Equity of the LLC, or property. The market value or Property Value less any Debt and other liabilities = Total Equity. Total Equity($)/1,000 = the reserve pricing of one Property Unit. We have created this structure and pricing uniformity to help buyers and sellers compare relative value among investments offered on Realquidity.

  • Value-Add

    Realquidity classifies each offering into a Risk Type (Stage) - Stabilized, Value-Add or Development. Value-Add properties likely have property improvements planned to increase income and value in the short to medium term.

  • Yield at Reserve

    Yield at Reserve = Net Cash Flow/Equity at the Reserve Price/Unit
    Yield measures the true cash flow to investors, and therefore, the actual return. It is a metric that is closer to a dividend yield when thinking about stocks as a comparison. It is also referred to as Cash-on-Cash Return, or at the time of purchase as Initial Yield.
    However, industry convention relies on Cap Rate as the primary pricing metric for property market value. One reason for this is that the amount that needs to be invested “below the line” can be considered subjective, while the actual income a property generates can be more readily relied upon as an objective fact, and therefore a more straightforward reference point.

  • Accredited Investor

    An individual (or joint with spouse) net worth of $1 million, excluding the value of their primary residence, or with income over $200,000 per year, or joint income with a spouse of $300,000 per year for the past two years with a reasonable expectation of same in the current year. A trust, charitable organization, corporation or investment company with assets in excess of $5 million, or a business where all equity owners are accredited investors. For more, please go to: http://www.sec.gov/answers/accred.htm

  • Appraisal

    A property appraisal is an estimate of property value prepared by an independent third party. It is generally understood that a property appraisal has been prepared by a licensed real state appraiser, as is the case with all appraisals provided in due diligence materials for Realquidity listings. http://www.appraisalinstitute.org/designatedcandidateaffiliate/the-appraisal-profession/the-appraisal-profession/

  • Cap Rate

    The Cap Rate = NOI/Property Value
    (vs. Yield which is Net Cash Flow/Total Equity).
    Cap Rate or Capitalization Rate is widely used as a pricing benchmark. When thinking about pricing stocks, the general concept is comparable to a price-to-earnings ratio or P/E ratio.
    Cap Rate = NOI/Price
    5% Cap Rate = $1 M of NOI / $20 M Price
    A property generating NOI of $1M, selling for $20M, "trades at a 5% Cap."
    The Cap Rate is also quoted when discussing property markets, as an indicator as to whether prices are high (low cap rate) or low (high cap rate). As with bonds, cap rates move inversely to price.
    A theoretical future Cap Rate is used to project what a sale price might be at the end of a Hold Period. In this regard, the forward-looking Cap Rate has a significant impact on IRR projections.

  • Cash-on-Cash Return

    Cash-on-Cash Return = Net Cash Flow/Equity
    Measures the true cash flow to investors, and therefore, the actual return. It is a metric that is closer to a dividend yield when thinking about stocks as a comparison. It is also referred to as Yield, or at the time of purchase as Initial Yield.
    However, industry convention relies on Cap Rate as the primary pricing metric for property market value. One reason for this is that the amount that needs to be invested “below the line” can be considered subjective, while the actual income a property generates can be more readily relied upon as an objective fact, and therefore a more straightforward reference point.

  • Crowdfunding for Real Estate

    Crowdfunding for Real Estate is online real estate Syndication.
    Realquidity is not a crowdfunding platform. Realquidity is a transparent trading environment empowering buyers and sellers of real estate to transact more efficiently. Sellers can generate liquidity and buyers can own interests directly in buildings.

  • Dutch Auction

    In a Dutch Auction, an auctioneer starts at a high price and works their way down to a buyer accepted price.

  • Equity

    Equity is what remains in a property after debt is paid off. Generally, it is calculated as market value or Property Value less any debt or other liabilities.

  • FINRA

    Financial Industry Regulatory Authority (FINRA) is “an independent, not-for-profit organization authorized by Congress to protect America’s investors by making sure the securities industry operates fairly and honestly.”
    FINRA operates under oversight from the SEC, and “is dedicated to investor protection and market integrity through effective and efficient regulation of the securities industry.” http://www.finra.org/AboutFINRA/

  • Hold Period

    Many real estate investment opportunities, particularly those offered on Crowdfunding for Real Estate sites, reference a hold period and an associated IRR, which is usually heavily dependent upon hold period assumptions. The hold period is usually the length of time the investment manager or “Sponsor” plans to hold ownership of the property.
    The hold period is one component of a market-dependent business plan. This may be important to an investor because it determines when the investor will get their capital returned. If the business plan projects a three-year hold period because that is how long the Sponsor believes it will take to lease a building and stabilize the asset, and it actually takes longer to lease the building, then the business plan will change, likely impacting projected cash returns, IRR and/or the hold period.

  • Initial Yield

    Yield at the time of purchase = Initial (or First Year) Net Cash Flow/Equity.

  • IRR

    Internal Rate of Return or IRR measures the average internal rate of return for the entire investment period – the return ON capital and OF capital. It includes the critical assumption about future sale/exit pricing and timing – the return OF capital.
    Realquidity relies on projected cash flow, which drives Yield, to compare investments – the return ON capital. Some Realquidity offerings reference IRR for context, but not as a critical data point.
    While IRR is often cited on Crowdfunding for Real Estate websites, it’s not a reliable tool to project actual cash returns. Professional real estate investors use an IRR before undertaking an investment to gauge its viability, not to project what they expect to receive as an actual average annual yield. At the end of an investment project, the actual IRR is used by professionals to parse out proceeds, which are often set according to investor groups’ promotes based on IRR thresholds and actual distributions.
    IRR calculation is flawed due to two major factors:
    1) IRR assumes a sale at a specific price and time; and
    2) IRR assumes that the distributed cash is continually reinvested at the IRR, which almost never happens in passive real estate investment.

  • Loan to Value

    Loan to Value or LTV is expressed as a percentage, representing the amount of debt relative to the Property Value. LTV = Property Value/Debt

  • LLC

    Limited Liability Companies are business entities in a particular state and are subject to the rules governing the LLC in said state. They often provide limited liability to owners called "members" and are managed by "managers" who are in many cases entrusted with the decision making role in the LLC. They typically elect to be taxed either as a separate entity like a corporation, or "pass-through" to the individual members, much like a partnership.

  • Mixed Use

    A building or integrated group of buildings located in urban or suburban areas which most commonly serves a combination of residential (Multi-family), office, retail, or public uses. The most successful projects integrate the aforementioned functions, primarily with optimal pedestrian flow.

  • Multi-family

    Multi-family most commonly refers to projects with 5 or more rental residential units or apartments.

  • NOI

    Net Operating Income (NOI) = Revenues minus Expenses
    NOI is the net income generated from ongoing property operations.
    Industry convention uses NOI to calculate value: NOI/Cap Rate= Property Value.
    However, using NOI as a stand-alone metric can be misleading because capital expenditures for structural and tenant interior improvements, as well as commissions to leasing brokers, are all accounted for “below the line” or below the NOI line – they are deducted from NOI to calculate the Net Cash Flow.

  • Net Cash Flow

    Net Cash Flow = NOI minus “below the line” capital costs
    “Below the [NOI] line” capital costs include:
    Capital Improvements - to the building’s structure and common areas
    Tenant Improvements - to tenant spaces
    Leasing Commissions - fees to leasing professional to lease the space

  • Promote

    Most real estate investment Syndications include a promote structure to incentivize the “sponsor” or developer to deliver the highest returns possible to investors. Usually, the promote is earned and paid to the sponsor at the end of the Hold Period.
    The typical 95/5-80/20 promote structure rewards the sponsor for a successful exit, not necessarily for boosting cash flow during any extended period prior to exit, or for building long-term value. 95/5 refers to the proportionate share of capital: investor at 95% and sponsor at 5%. At exit, after specified return thresholds are met, excess cash is distributed 80% to investors and 20% to the sponsor, regardless of the sponsor’s actual capital contribution.
    Realquidity investments generally do not provide sponsor promotes. Sellers and sponsors on Realquidity receive all distributions on a pari-passu basis with investors (buyers). Sellers and sponsors benefit from increased cash flow and improved property values in direct proportion to their capital contributions.

  • PSF

    Per Square Foot

  • SEC - Securities and Exchange Commission

    Congress created the Securities and Exchange Commission during the Great Depression in 1934 “to restore investor confidence in our capital markets by providing investors and the markets with more reliable information and clear rules of honest dealing. The main purposes of these laws can be reduced to two common-sense notions:
    • Companies publicly offering securities for investment dollars must tell the public the truth about their businesses, the securities they are selling, and the risks involved in investing.
    • People who sell and trade securities – brokers, dealers, and exchanges – must treat investors fairly and honestly, putting investors' interests first.”
    http://www.sec.gov/about/whatwedo.shtml#org

  • Syndication

    Many websites offer participation in a very common form of investment, known as a real estate Syndication.
    Syndications are most often investments that take on the characteristics of debt, not ownership in the actual properties. Most syndications are created by a Sponsor to raise funds for a development project; are controlled by the Sponsor who holds a senior class of ownership shares; prohibit the selling of individual interests; and have Hold Periods designed to optimize a Sponsors Promote which is more favorable than their pro-rata ownership position after threshold returns are met. These investment vehicles often provide for a “preferred return” to investors, functioning more like loans on a project than equity in a project, despite the nomenclature “preferred equity.”

  • Yield

    Yield = Net Cash Flow/Equity
    (vs. Cap Rate which is NOI/Property Value)
    Yield measures the true cash flow to investors, and therefore, the actual return. It is a metric that is closer to a dividend yield when thinking about stocks as a comparison. It is also referred to as Cash-on-Cash Return, or at the time of purchase as Initial Yield.
    However, industry convention relies on Cap Rate as the primary pricing metric for property market value. One reason for this is that the amount that needs to be invested “below the line” can be considered subjective, while the actual income a property generates can be more readily relied upon as an objective fact, and therefore a more straightforward reference point.

Legal

© 2014 Realquidity™ Corp. | 520 S. El Camino Real, Suite 310 San Mateo, CA 94402


Realquidity.com is a website operated by Realquidity Corp. All securities related activity is conducted through Emerson Equity, LLC, member FINRA/SIPC. By accessing this site and any pages thereof, you agree to be bound by its Terms and Conditions and Privacy Policy.
Realquidity.com is intended for accredited investors only. Realquidity does not make investment recommendations. No communication, through this website or in any other medium, should be construed as a recommendation for any security offering on or off this investment platform. Property listings on this website are only suitable for accredited investors who are familiar with and willing to accept the high risk associated with private investments. Securities sold through private placements are not publicly traded and are intended for investors who do not have a need for a liquid investment. Additionally, investors may receive restricted securities that may be subject to holding period requirements.
Any investment information contained herein has been secured from sources Realquidity believes are reliable, but we make no representations or warranties as to the accuracy of such information and accept no liability therefore. Offers to sell, or the solicitations of offers to buy, any security can only be made through official offering documents that contain important information about risks, fees and expenses. Investors should conduct their own due diligence, not rely on the financial assumptions or estimates displayed on this website, and are encouraged to consult with a financial advisor, attorney, accountant, and any other professional that can help them to understand and assess the risks associated with any investment opportunity. Direct and indirect purchase of real property involves significant risk and investments may lose value and are not insured by the FDIC or by any other Federal Governmental Agency nor are they guaranteed by Realquidity Corp.


Private Policy

This Privacy Policy explains how Realquidity Corp. and its subsidiaries and affiliates (collectively, "Realquidity", "We", "Our", "Us") collect and protect your personal information. If you have any questions that this policy does not address, please contact us at 415-658-9100. By submitting personal information to us, you give your consent to the collection and use of personal information by Realquidity as explained in this policy.

Realquidity's Privacy Policy applies to current and former Realquidity Corp. clients and any other users of any Realquidity Corp. website. The term "personal information" as used herein refers to non-public information that personally relates to or identifies you as an individual, entity or your Realquidity Corp. client name.

You can count on us to protect the privacy of the information you have entrusted to us and to provide you with the responsive, professional service you deserve.

Our Pledge to You

We recognize that the trust of our clients is our most precious asset. Realquidity is committed to maintaining the confidentiality, integrity and security of personal information regarding our clients. Keeping client information secure, and using it only as our clients want us to, are matters of principle for all of us at Realquidity. With this in mind, here is our pledge to each and every Realquidity Corp. client and user of any Realquidity Corp. website:

We Will:

  • Respect the trust you place in us and the confidential nature of the information you provide through your financial relationship with us;
  • Except as you may otherwise expressly approve, limit the collection and use of client and user information to what we believe would be useful to service your accounts, administer our business, or tell you about our services;
  • Restrict employee access to client and user information to those who need to know in order to provide services to you;
  • Educate our employees to reinforce the importance of confidentiality and client and user privacy;
  • Maintain appropriate security standards and procedures to protect information about you; and
  • Respond quickly to your request to correct inaccurate information.
Updates and Changes to Realquidity Corp. Privacy Policy

Please note that, in the event of a change in policy, a revised Privacy Policy will promptly be posted to our Website. You agree to accept posting of a revised Privacy Policy electronically on such Realquidity Corp. Site as actual notice to you. Any dispute over our Privacy Policy is subject to this notice.

How and Why We Gather Information

Realquidity does not sell personal information about its clients or users to anyone.

We collect information from you that is required to open an account, to transact business, to communicate with you, verify your identity and fulfill legal and regulatory requirements. We call this your “Profile.” From time to time, we may request additional information (e.g., through surveys) to help us further assess your needs and preferences.

We also offer the option to allow you to share certain information with other clients and users of the Realquidity Platform. You can share your profile with everyone on the Realquidity Platform, or only with members whom you designate as “Trusted Connections.” You are not required to select anyone as a “Trusted Connection”, and thus you do not have to share your Profile with anyone other than Realquidity employees and contractors who have a need to know your Profile information in order to service your account. Anyone you do designate as a “Trusted Connection”, will be able to see your bidding, offering and trading activity in addition to your Profile. In the event you indicate an interest to buy a particular asset, we will notify the issuer of that asset of your interest, unless you deselect the box next to the words "Share your name and interest to buy with [Name of Issuer]".

Types of Information We Collect

The information we collect and maintain about you comes primarily from you during the course of your doing business with Realquidity Corp. This personal information, not available publicly, comes from the following sources:

  • Information you provide to us when you fill out account opening documents, complete a form or make a request for services, including your name, address, age, Social Security number and/or taxpayer identification number, investment objectives, investment experience, assets and income, telephone number, e-mail address and similar information;
  • Information from your transactions with us, such as your account balance and account usage; and
  • Information obtained from others, such as credit reporting agencies.
How We Protect Your Information

Realquidity considers the protection of sensitive information to be a foundation of client trust.

Keeping Information Safe

We limit access to the information we have about you to those employees who need to know to provide you with services to help you meet your financial needs. In keeping with industry standards and practices, we maintain appropriate physical, electronic and procedural safeguards and controls to protect your information.

We have invested in software, systems and procedures to offer you a safe and secure trading environment and protect your personal, financial and trading information. While no security system is absolutely impenetrable, we plan to constantly review, refine and upgrade our security technology as new tools become available.

The Importance of Being Accurate

We have security standards and procedures in place designed to prevent unauthorized access to your accounts and personal information. A key part of this process helps ensure that all information we have about you is accurate and up-to-date. If you ever discover inaccuracies in our data or if your personal information changes, we urge you to notify us immediately.

We only use your information as appropriate to provide you with quality services and to ensure security. For example, we may use the information collected from you to verify your identity and contact information. We may also use this information to establish and set up your trading account, issue an account number, and maintain your trading information. This information helps us improve our services to you.

An Ongoing Commitment to Your Privacy

We are just as committed to protecting the privacy of our former clients as we are our current clients. If you choose to become an inactive client, you will continue to be protected by the privacy policies and principles described in this policy. Should you close your account with us, Realquidity Corp. will retain your information, but only use it to comply with regulatory requirements.

How Information Helps Both You and Us

Our mission is clear: to help you reach your financial goals. Information about you and your accounts plays a key role in our ability to succeed in this mission. It also helps us service your accounts and administer our business. For example, we use information about you to:

  • Respond more accurately and efficiently to your requests;
  • Identify opportunities to give you more convenience and control by developing new services that may benefit you; and
  • Secure your accounts and help protect you and Realquidity Corp. from fraud.
Sharing Your Information with Unaffiliated Third Parties

We Limit the Sharing of Information

To protect your privacy, we limit the sharing of information outside Realquidity. We conduct our business with great respect for the confidential nature of the information being provided. We will not share information about you except as outlined below.

The cornerstone of our Privacy Policy is the commitment to keep our clients' personal information confidential. We do not sell, license, lease or otherwise disclose your personal information to any unaffiliated third party for any reason, except as noted below:

  • Where such disclosure is required or appropriate pursuant to laws or securities regulations, including cooperating with government agencies, other regulatory bodies and law enforcement officials, performing background checks, resolving disputes or performing risk-management functions.
  • To help us improve our services to you, we may engage another business to help us to carry out certain internal functions such as account processing, client services or other data collection relevant to our business. Use of the information shared is strictly limited to the performance of the task we request and for no other purpose.
  • In the event you indicate an interest to buy a particular asset, we will notify the issuer of that asset of your interest, unless you deselect the box next to the words "Share your name and interest to buy with [Name of Issuer]".

Examples of the types of outside companies with which we may share information include non-financial companies that perform services for us, such as data processing and companies that perform securities execution and clearing services on our behalf.

Realquidity Corp. may share information with affiliates if the information is required to provide the services you requested. An affiliate is a company that we own or control, or with which there is common ownership with us.

All third parties with which we share personal information are required to protect it in a manner similar to the way we protect information. If at any time you choose to purchase a product or service offered by another company, any personal information you share with that company will no longer be controlled under our Privacy Policy.

As noted above, Realquidity Corp. also reserves the right to disclose your personal information where required by law to regulatory, law enforcement or other government authorities. We may also disclose your information as necessary to credit reporting or collection agencies, or when necessary to protect our rights or property.

Reviewing, Changing or Correcting Information

You are responsible for helping us to maintain the accuracy and completeness of your personal and other information. We urge you to review your information regularly to ensure that it is correct and complete. If you would like to review your personal information or if you believe that any of your information is incorrect, or if you have any questions regarding your personal information, or this Privacy Policy, please contact us at 415-658-9100.

Our Privacy Policy Statement Does Not Apply to Third Party Sites, including Sites, if any, to Which We Link

If at any time you choose to purchase a product or service offered by another company, any personal information you share with that company will not be controlled under our Privacy Policy.

We are not responsible for the privacy policies or the content of sites we link to, and have no control of the use or protection of information provided by you or collected by those sites. Whenever you elect to hyperlink to a linked Website, you may be asked to provide registration or other information. Please note that the information you are providing is going to a third-party, and you should familiarize yourself with the privacy policy provided by that party.

Privacy and the Internet

The following additional information will be of interest to you if you access Realquidity and/or one of its affiliates products or services through one or more of our websites:

  • Users of Realquidity Corp. websites are required to identify and authenticate themselves prior to accessing our services. Generally, identification and authentication take place through the use of your user name and a password and/or while logging in with one of our Technical Support Staff.
  • The private Realquidity. websites are built upon a secure infrastructure with multiple layers of protection, including proper physical security of our equipment to system intrusion detection capabilities. Within such private sites, we use industry standard encryption technologies to safeguard your information.
  • Security is a cooperative effort between us and the users of our websites. Please remember that your user identification and password are personal to you and should not be made available to any other person. Also, you should discontinue their use and notify us if you have any reason to suspect that someone else may be using them.
  • "Cookies" are small text files that may be placed on your web browser when you visit our websites. Cookies make it easier for you to navigate our website by, among other things, "remembering" your identity so that you do not have to input your password multiple times as you navigate between our website pages and/or access our services. Authentication (i.e., verifying that you are who you say you are) is an essential component of site security. You can set your web browser to inform you when cookies are set, or to prevent cookies from being set. Please note that if you decline to use cookies, you may experience reduced functionality, slower site response times, and declining to use our authentication-related cookies may prevent you from using our website altogether.
  • Web surfing data (e.g., information regarding which of our web pages you access, the frequency of such access, and your product and service preferences) may be collected by Realquidity itself, or by our service providers. This may be accomplished by using cookies, Web beacons, page tags or similar tools that are set when you visit our website. Web surfing data and similar information may be shared internally within Realquidity and used: for administrative purposes; to assess the usage, value and performance of our online products and services; to improve your experience with our websites; and as otherwise permitted by applicable law or regulation. If you are a Realquidity Corp. client, this information helps us suggest products or service offerings that may be of interest to you. This information may be processed by us for the purposes described above, or on our behalf by third parties, solely in accordance with our instructions.

Revised 12/01/2014


Terms of Service

LAST UPDATED December 1, 2014

I.   INTRODUCTION

Thank you for visiting the Realquidity website, owned and operated by Realquidity Corp., a Delaware corporation ("Realquidity" or the "Company"). Please read these Terms of Service (the "Agreement" or "Terms") carefully before using the services offered by Realquidity. This Agreement sets forth the legally binding terms and conditions for your use of the website at www.Realquidity.com, all other sites owned and operated by Realquidity that redirect to www.Realquidity.com, and all subdomains (collectively, the "Site"), and the service owned and operated by the Company (together with the Site, the "Service"). By accessing, browsing or using the Service in any manner, including, but not limited to, visiting or browsing the Site or contributing content, information, or other materials or services to the Site, you agree to be bound by this Agreement, the Privacy Policy, and all other agreements, operating rules, policies and procedures that may be published by Realquidity from time to time on the Site (collectively, the "Published Information"), each of which is incorporated by reference and each of which may be updated by Realquidity from time to time without notice to you. In order to access the Site and the Service, you must accept these Terms, the Privacy Policy and any Published Information.

Your use of the Site and Service is governed by the then current version of the Agreement in effect on the date of such use. Realquidity may, at its sole discretion, modify and replace the Agreement at any time and without prior notice to you by posting the updated Agreement on the Site. By using and accessing the Service, you acknowledge and agree to review the then current version of the Agreement prior to each such use. Your continued use of the Service after any modifications to the Terms have been published on the Service or otherwise provided to you constitutes your acknowledgement of, and binding agreement to, the then current Agreement. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Realquidity will be governed by the Terms in effect at the time the events giving rise to such dispute occurred. Realquidity further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Site at any time and for any reason. You agree that Realquidity and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

Please also note that the terms and conditions of this Agreement are in addition to any other agreements between you and Realquidity, including any service, customer, account or marketing agreements, real property transfer documentation, securities issuance and compliance documentation and any other agreements that govern your use of products, services, content, tools, and information available on the Site. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with Realquidity, or its subsidiaries or affiliates, for the Service or otherwise. If you do not agree to all the terms of this Agreement, the Privacy Policy and/or any Published Information, you are not eligible to participate in the Service or otherwise use this Site. This Agreement applies to all users of the Site or Service, including investment managers ("Managers"), investors (each of whom must be an Accredited Investor, as described herein) (individually, an "Investor" and, collectively, "Investors"), and visitors to the Site, who in any way use the Site or Service provided by Realquidity (in each case, a "User"). Nothing in these Terms shall be deemed to confer rights on Users or third parties.

II.   AUTHORIZED USER

The Service is available only to individuals who are at least 18 years old (and at least the legal age in your jurisdiction). You represent and warrant that if you are an individual, you are at least 18 years old and of legal age in your jurisdiction to form a binding contract, and that all registration information you submit is accurate and truthful. Realquidity may, in its sole discretion, refuse to offer the Service to any person or entity. The Service is not available to any Users suspended or removed from the Site or Service by Realquidity. By using the Service, you represent that you have not been previously suspended or removed from the Site or Service.

Some of our services, and certain web pages of the Site, are available only to those Users who have been authorized by us to access those services and web pages. Only Users of the Service who are Accredited Investors, as defined in Rule 501 of Regulation D adopted pursuant to the Securities Act of 1933 ("Accredited Investors") with a valid User ID and password are authorized to access such services and web pages. Such authorization will require completion of an Accredited Investor Questionnaire and satisfactory background information screening and/or identification verification. By registering for, accessing, browsing, and/or otherwise using the services and/or web pages for which access is restricted to Accredited Investors, you represent and agree that you are an Accredited Investor. Should you cease to be an Accredited Investor at any time, you agree to immediately notify Realquidity and to refrain from accessing such restricted portions of the Site and/or Service. Further, because access to the restricted portions of the Site is limited by applicable law to Accredited Investors, you agree that you will not allow anyone to access such restricted portions of the Site, or share or disclose any information obtained through restricted portions of the Site with anyone, regardless of whether you believe such person or entity to also be an Accredited Investor.

As part of Realquidity's authorization process, each user shall be required to provide, among other things, a valid email address. In providing your email address and agreeing to these Terms of Service, each authorized user consents to receiving email notifications from Realquidity concerning offerings. Additionally, users of the restricted portions of the Site are required to confirm their status as an Accredited Investor and to confirm the jurisdiction in which they are a resident. In order for Realquidity to confirm that your representations regarding your status as an Accredited Investor and your residence jurisdiction are accurate when made and continue to be accurate from time to time, you agree to provide Realquidity with all information and documentation reasonably required by Realquidity to verify your status as an Accredited Investor and your residence jurisdiction, including without limitation, delivering a completed Accredited Investor Questionnaire, tax returns, brokerage statements, bank statements, resumes and other private financial information. Should you fail to provide information and documentation that confirms your status as an Accredited Investor and your residence jurisdiction, Realquidity may immediately suspend, block or otherwise discontinue your access and use of the Site or Service. Realquidity may change its eligibility criteria at any time, for any reason, and without prior notice.

III.   REAL ESTATE OFFERINGS

The Service and real estate offerings on the Site are available only to Investors who understand economic and investment risk and are willing to bear the consequences of that risk. Additionally, the real estate offerings on this Site are only suitable for Accredited Investors who are familiar with and willing to accept the high risk associated with private real estate investments. By using the Site or Service, you represent and warrant that you have significant experience investing in investments of the type offered through the Site, including, without limitation, real estate, equities, notes and other securities, you understand that all of the investments offered through the Service are inherently very risky, and you understand the risks associated with the investments offered through the Site, and you are comfortable with the risk of losing your entire investment invested through the Service. You further acknowledge and agree that investing in private placements carries with it low liquidity concerns and long-term commitments and that the securities sold through private placements are not publicly traded. For those reasons, these offerings may be made available only to certain institutional investors and high net worth individuals and entities. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity's behalf, and that such entity agrees to indemnify Realquidity for violations of this Agreement.

You further represent and agree that you understand that Realquidity does not guarantee the performance of any offerings made through the Site or Service and any and all projections, estimates, and expectations for investments offered through the Site or Service are merely opinions and should not be relied on for any purpose whatsoever. The value of investments and the income from them can fall as well as rise. Past performance is not a guarantee of future performance. The contents of this Site do not constitute financial, legal, or tax advice and that Realquidity is not providing any such advice. Investors are solely responsible for conducting any legal, accounting or due diligence review. You acknowledge and agree that Realquidity is not a registered Investment Company or Investment Advisor within the meaning of the Investment Company Act of 1940 and the Investment Advisors Act of 1940, respectively. You should obtain investment and tax advice from your advisers before deciding to invest. Investment products are not FDIC insured, may lose value, and there is no bank guarantee.

You acknowledge and agree that the sale of, or investment in, any specific real estate offering will be conditioned upon execution of a Platform Services Agreement by the owner of the real estate offered on the Site and by each Investor in such real estate offering (collectively, the "Platform Services Agreement"). The Platform Agreement shall set forth, among other things, the terms and conditions of the investment in any specific real estate offering and the procedure for conducting the offer and sale of the investment (including any auction procedures in connection therewith). In addition, no specific real estate offering may commence until the owner of the real estate offered on the Site and the entity through which such real estate will be offered have entered into a Contribution Agreement pursuant to which the owner of the real estate will contribute real property to a newly-formed limited liability company (the "Investment Entity"), or have modified existing entity level documents, in consideration for the issuance to Investors of membership interests (the "Units") in the Investment Entity.

IV.   SECURITIES OFFERINGS; INVESTMENT OVERVIEWS; DISQUALIFYING EVENT

The securities offered on the Site have not been registered under the Securities Act of 1933, in reliance on the exemptive provisions of Section 4(2) of the Securities Act and Regulation D and Rule 506, and/or Regulation S, promulgated thereunder. Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on this Site.

You acknowledge and agree that Realquidity is not a registered broker-dealer, funding portal, or investment advisor and does not conduct any activity that would require such registration.

Investment overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, [and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity]. The information with respect to any specific real estate offering has been submitted by the owner of the real estate with the intention that prospective investors in such real estate receive all material information necessary to evaluate the real estate and an investment in the Investment Entity. Notwithstanding the foregoing, the information contained in the Site has been submitted without reference to any particular user's investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment. The owner of the real estate offered on the Site undertakes to notify Realquidity and to update the information on the Site if such owner learns of any material inaccuracy or misstatement in, or material omission from, any information uploaded to the Site.

You may not become a beneficial owner of 20% or more of any issuer's outstanding voting equity securities (an "Issuer Covered Person") without becoming subject to certain "bad actor" disqualifying events described in Rule 506(d) (a "Disqualifying Event"). You represent that you are not subject to a Disqualifying Event and that you will promptly notify Realquidity in writing should any Disqualifying Events be applicable to you. Realquidity is not liable or responsible for making Rule 506(e) disclosures, nor for determining whether any Issuer Covered Person is subject to a Disqualifying Event.

V.   NO SOLICITATION OR ADVICE

None of the information contained in the publicly available portions of the Site constitutes a recommendation, solicitation or offer to buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. The information contained in the Site has been prepared without reference to any particular User's investment requirements or financial situation. The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Realquidity is not authorized to provide such information or services. Some products and services described on the Site may not be available in all jurisdictions or to all clients. The issuance of Units in any particular Investment Entity will be subject to compliance with all applicable federal and state securities laws. Such compliance may preclude an investor from investing in any particular offering.

You acknowledge that you are not relying on Realquidity or any of its affiliates, officers, directors, partners, agents or employees in making an investment decision. You further acknowledge that the information on the Site with respect to any particular real estate offering has been furnished by the seller of such real estate and that Realquidity disclaims all representations with respect to the accuracy of such information. In this regard, each investor acknowledges that it has had an opportunity to question the seller of the real estate and receive adequate answers to such questions. Always consider seeking the advice of a qualified professional before making decisions regarding your business and/or investments. Realquidity does not endorse any investments and shall not be responsible in any way for any transactions you enter into with other Users. You agree that Realquidity and its affiliates, officers, directors, partners, agents or employees will not be liable for any loss or damages of any sort incurred as a result of any interactions between you and other users.

VI.   UNAUTHORIZED USE

Unauthorized use of the Site and our Service, including, but not limited to, unauthorized entry into our systems, the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use and enjoyment of the Service. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. You may be liable for any losses incurred by Realquidity or others due to any unauthorized use of your account.

You further agree that you are responsible for any unauthorized use of your password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. Realquidity reserves the right at its discretion to suspend or cancel your account and/or password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.

You are solely responsible for maintaining the confidentiality of your account and password and agree to promptly report any unauthorized or suspicious activity in your account to us by email atinfo@realquidity.com. You may also be liable for any losses incurred by Realquidity or others due to any unauthorized use of your account.

VII.   NON-CIRCUMVENTION RESTRICTION

By using the Site or Service, you agree that Realquidity has expended significant time and effort developing its base of sponsoring real estate operating companies and borrowers, and in view thereof you agree that, for a period through and until two (2) years following any termination of your account, you may not solicit, initiate, encourage, or engage in discussions or negotiations with any offeror of real estate or other third party introduced to you by Realquidity, or from whom you otherwise find out about the party and/or the project from, without the express written permission of Realquidity or such other relevant party. This provision shall survive any termination of these Terms of Service.

VIII.   PROHIBITED ACTIVITIES

You agree that you are responsible for your own conduct while using the Site or Service and for any consequences thereof. You agree to use the Service only for purposes that are legal, proper and in accordance with this Agreement, the Realquidity Privacy Policy, the Platform Services Agreement, any Published Information and any applicable law, rules or regulations (including, without limitation, the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, any applicable state "Blue Sky" laws, any other applicable United States federal or state securities laws, regulations and rules, any securities exchange or self-regulatory organization's rules or regulations, any consumer protection, unfair competition, and anti-discrimination laws or regulations and any applicable foreign laws). By way of example, and not as a limitation, you agree not to take any action that is listed below:

  • Infringes Rights. You agree not to upload, post, email, transmit, submit, or otherwise make available through the Site or Service any material or content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content. You further agree to not take any action that infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract, including removing any copyright, trademark or other proprietary rights notices contained in or on the Site or Service.
  • Information Disclosure. You agree not to share or disclose to anyone any information obtained through the Site or Service about any investment offerings.
  • Distribution without Consent. You agree not to distribute in any medium any part of the Site or Service or any content available thereon without Realquidity's prior written authorization. The only exceptions are where Realquidity makes available the means for such distribution through functionality offered by the Service.
  • Alterations or Modifications. You agree not to alter or modify any part of the Site or Service.
  • Submitting False, Defamatory or Harassing Information. You agree not to upload, post, email, transmit or submit or otherwise make available through the Site or Service any inappropriate, defamatory, infringing, obscene, false, misleading, inaccurate, harassing, threatening or unlawful material or content or imply that such content is sponsored or endorsed by Realquidity, any of its affiliates or any third parties. You further agree not to take any action that would defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Unlawful Purposes. You agree not to use the Site or Service for any illegal or unauthorized purpose (including, without limitation, in violation of any United States federal and state securities or blue sky laws or regulations, securities exchange or self-regulatory organization's rules or regulations, consumer protection, unfair competition, and anti-discrimination laws or regulations or equivalent laws or regulations in foreign jurisdictions).
  • Transfers or Assignments. You agree not to transfer or assign these Terms, and any rights and licenses granted hereunder.
  • Non-Public Areas. You agree not to access, tamper with, or use non-public areas of the Site or Service or any other computer systems or networks connected to the Service.
  • Breach of Security Measures. You agree not to breach any of Realquidity security or authentication measures.
  • Unauthorized Access or Contact. You agree not to gain unauthorized access to the Site, Service, any other Realquidity website or service, or the computer systems or networks connected to the Service through hacking, password mining or any other means. You further agree not to contact any party or user other than as allowed through the Site or Service.
  • Generate Artificial Traffic. You agree not to use the Service to artificially generate traffic or page links to a website or for any other purpose not expressly allowed under these Terms of Service.
  • Commercial Uses. You agree not to use the Service for any commercial uses or purposes, unless you obtain Realquidity's prior written consent and approval. Such commercial uses include, but are not limited to: (i) soliciting other Users for investments of any kind; (ii) offering or selling any products or services of any kind; (iii) making investment recommendations to other Users; and (iv) advertising, sponsorships, or promotions placed on or within the Site or Service.
  • Unlawful Schemes or Activities. You agree not to upload, post, email or transmit, or otherwise make available through the Site or Service any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law, these Terms, the Privacy Policy or any Published Information. You further agree not to promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual.
  • Disabling Security Features. You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or any other computer systems or networks connected to the Service. You also agree not to circumvent, disable or otherwise interfere with features that prevent or restrict use or copying of any material or content or enforce Service or content use limitations.
  • Impersonation. You agree not to impersonate any person or entity, including any employee or representative of Realquidity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials.
  • Other. You agree not to: (i) use the Service or take any action that imposes or may impose (as determined by Realquidity in its sole discretion) an unreasonable or disproportionately large load on Realquidity's or its third-party providers' infrastructure or that could damage, disable, overburden, or impair the Service, or interfere with any other party's use and enjoyment of the Service; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run Maillist, Listserv, or any form of auto-responder or "spam" on the Service; (v) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Service or collect information about its Users for any unauthorized purpose; or (vi) transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.

 

IX.   ACCOUNT INFORMATION

If you create an account and become a registered user of the Service, you agree to (i) provide accurate, current and complete information about you as may be prompted at registration ("Account Information"); (ii) maintain the security of your password and identification; (iii) maintain and promptly update your Account Information, and any other information that you provide to Realquidity, to keep it accurate, current and complete; (iv) execute a Platform Services Agreement with respect to any particular real estate offering; and, (v) accept all risks of unauthorized access to your Account Information and any other information you provide to Realquidity.

X.   PROPRIETARY RIGHTS

The Site and the Service are and contain proprietary property/content of Realquidity (such as logos, copyrights, trademarks, technology, processes, etc.) ("Realquidity Proprietary Property") which may be protected by copyright, trademark, patent, trade secret and other laws. Realquidity owns and retains all rights in and to the Realquidity Proprietary Property. Realquidity hereby grants you a limited, revocable, nonsublicensable license to display and/or utilize the Realquidity Proprietary Property solely for your use in connection with using the Site and the Service for the purposes authorized by this Agreement. Except as expressly permitted in this Agreement or unless you have received express, prior written permission from Realquidity or the otherwise applicable rights holder, you do not have the right to use the Realquidity Proprietary Property for any commercial use or to receive any monetary or other compensation in connection with the Realquidity Proprietary Property. Except as expressly provided by this Agreement, your use of the Realquidity Proprietary Property is strictly prohibited.

The Site or Service may contain proprietary property/content provided by third party Realquidity licensors (such as logos, copyrights, trademarks, etc.) ("Third Party Proprietary Property"). Realquidity hereby grants you a limited, revocable, nonsublicensable license to display and/or utilize the Third Party Proprietary Property solely for your use in connection with using the Site and the Service for purposes authorized by this Agreement. You do not have the right to use the Third Party Proprietary Property for any commercial use or to receive any monetary or other compensation in connection with the Third Party Proprietary Property. Except as expressly provided by this Agreement, your use of the Third Party Proprietary Property is strictly prohibited.

Unless expressly provided by this Agreement, you may not copy, modify, edit, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any Realquidity Proprietary Property, any Third Party Proprietary Property or any other content appearing on or through the Site. You acknowledge that Realquidity is not responsible for, does not control and makes no representation or warranty regarding the reliability, accuracy, usefulness, safety, legitimacy or quality of any content (including information with respect to the offering of any real estate). Realquidity does not endorse any content on the Site or any statement, opinion, suggestion or advice contained therein, and Realquidity expressly disclaims any and all liability in connection therewith. You agree that you will bear any and all risk of reliance on the accuracy, validity or legitimacy of any content on the Site. You further understand and agree that in the course of your use of the Site and the Service, you may be exposed to content on the Site that is illegal, inaccurate, offensive, indecent or objectionable and you hereby waive, any legal or equitable rights or remedies you have or may have against Realquidity with respect thereto.

XI.   COPYRIGHT POLICY

Realquidity does not permit infringement of intellectual property rights on the Site or Service, and Realquidity will remove copyright infringing activities or related User Content if Realquidity is properly notified that such User Content infringes on another's intellectual property rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or that any material on the Site violates this Agreement or your intellectual property rights, please notify Realquidity as soon as possible by sending an email to info@realquidity.com, or by contacting Realquidity's Agent (listed below), with the following information pursuant to the Digital Millennium Copyright Act ("DMCA") (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information): (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Site, sufficient for Realquidity to locate the material; (iv) your contact information, including your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

Pursuant to Section 512(c)(2) of the DMCA, Realquidity designates the following agent to receive notifications of claimed infringement:

Matt Hindman
INDUS COUNSEL
One Embarcadero Center
Suite 500
San Francisco, CA 94111
mhindman@induscounsel.com

For the avoidance of doubt, only DMCA notices should go to Realquidity's Designated Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid. We reserve the right to remove User Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, Realquidity will also terminate a User's account if the user is determined to be a repeat infringer.

XII.   INTERACTIONS WITH OTHER USERS

The Site and/or Service may allow you to correspond or otherwise interact with other Users who may provide you with investments, investment information, advice, services and/or events, or provide you with other information about various companies or organizations (collectively, "User Content"). You acknowledge that such other Users are not affiliated with or controlled by Realquidity or its affiliates, and Realquidity cannot influence the investments, information, advice or services provided by them. Your correspondence or interaction with other Users is solely between you and such other Users. You agree that Realquidity and its affiliates will not be responsible or liable for any loss or damage of any sort incurred as the result of any interactions between you and other Users. Furthermore, if you provide any investments, information, advice or services to other Users through the Services, you acknowledge that you are not affiliated with, or controlled or influenced in any way by, Realquidity or its affiliates. With respect to such User Content submitted by you or any other Users of the Site or Service, you represent, warrant and affirm as follows:

  • User Content is made available on or through the Service for informational purposes only and is not otherwise controlled by Realquidity. You understand that Realquidity does not guarantee any accuracy or confidentiality with respect to any such User Content, and strongly recommends that you think carefully about what you transmit, submit or post to or through the Service.
  • User Content you submit to the Service or Realquidity or any Realquidity licensee use of such User Content pursuant to these Terms, will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) violate any applicable laws, rules or regulations (including, without limitation, United States federal and state securities or blue sky laws or regulations, securities exchange or self-regulatory organization's rules or regulations, or equivalent laws or regulations in foreign jurisdictions); or (iii) require obtaining a license from or paying any fees and/or royalties by Realquidity to any third party for the performance of any services you have chosen to be performed by Realquidity or for the exercise of any rights granted in these Terms, unless you and Realquidity otherwise agree.
  • All User Content and any information contained in such User Content are the sole responsibility of the person(s) who originated such User Content. This means that you, and not Realquidity, are entirely responsible for all User Content that you upload, post, transmit, or otherwise make available through the Service as well as any consequences of submitting and publishing your User Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish User Content you submit; and you license to Realquidity all patent, trademark, trade secret, copyright or other proprietary rights in and to such User Content for publication on the Service pursuant to these Terms of Service.
  • By submitting User Content to Realquidity, you hereby grant Realquidity and its affiliates, sublicensees, partners, designees, and assignees a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Service and Realquidity (and its successors and affiliates) business, including without limitation for promotion and redistribution of part or all of the Service (and derivative works thereof) in any media formats and through any media channels.
  • You hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Service and under these Terms of Service. The above licenses granted by you in User Content you submit to the Service terminate within a commercially reasonable time after you remove or delete your User Content from the Service. You understand and agree, however, that Realquidity may retain, but not display, distribute, or perform, server copies of your User Content that has been removed or deleted.
  • You may be exposed to User Content that is, without limitation, inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable and Realquidity makes no representations or warranties regarding any User Content, is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to any User Content and does not endorse any User Content submitted to the Service by any user or other licensor, as well as any opinion, recommendation, or advice expressed therein and all such content is offered "AS IS" and "AS AVAILABLE."

If you have a dispute with one or more Users, you irrevocably and forever release Realquidity (and Realquidity's affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

XIII.   THIRD PARTY CONTENT

The Site may contain content from and links to third party websites or content that is not owned or controlled by Realquidity (collectively, "Third Party Content"). Realquidity does not control, endorse, investigate or adopt any Third Party Content, and assumes no responsibility for any Third Party Content, or the accuracy, availability, privacy policies, or practices of such content. In addition, Realquidity will not and cannot censor or edit such Third Party Content and makes no representations or warranties of any kind regarding the Third Party Content, including with respect to accuracy or completeness. By using the Service, YOU EXPRESSLY RELIEVE REALQUIDITY FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY CONTENT. Accordingly, we encourage you to be aware when you leave the Realquidity Site and to read the terms and conditions and privacy policy of every other website that you visit. Users use such Third Party Content at their own risk.

XIV.   USE OF LINKS

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

XV.   ACCOUNT TERMINATION

Realquidity reserves the right—without cause or notice to you—to terminate or suspend your access to some or all of the Site, effectively immediately, if you engage in activities that we conclude, in our discretion, breach these Terms of Service, our Privacy Policy, any Platform Services Agreement or any Published Information. Users should also understand that the Terms of Service and Privacy Policy are based in many instances on principles of state and federal law. Users who violate these Terms and our Privacy Policy may be exposed under these state and federal laws to criminal charges, and civil liability to harmed parties for compensatory damages, attorney's fees, and other sanctions. Realquidity reserves the right at all times to disclose information it deems necessary to satisfy any applicable law, regulation, legal process, or governmental request.

Realquidity reserves the right to decide whether User Content violates these Terms of Service for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length. Realquidity may at any time, without prior notice and in its sole discretion, remove such User Content and/or terminate or suspend a user's account for submitting such material in violation of these Terms, our Privacy Policy or any Published Information. Additionally, if Realquidity determines, in our discretion, that it is necessary, we will disable or take other related action concerning accounts that in our view are using excessive bandwidth or other system resources. Upon any termination or expiration of your account and/or your access to the Site or Service, whether by you or Realquidity, Realquidity may remove and discard all or any part of any User Content uploaded by you and such User Content may no longer be accessible by you. Realquidity will have no obligation to maintain any such information in its databases or to forward any such information to you or any third party.

Account termination may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your account, you may do so by contacting Realquidity customer service atinfo@realquidity.com or by deleting your account and discontinuing your use of the Site and Service. Any fees paid to the Company are non-refundable, unless otherwise specified and you shall remain obligated to pay all outstanding charges, if any, relating to your use of the Site or Service incurred prior to such termination. All provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

XVI.   MODIFICATION OF AGREEMENT

Realquidity reserves the right, in its sole and absolute discretion and without any prior notice to you, to modify, correct or replace any of the terms of this Agreement, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database or content) at any time. Such modification shall become a part of this Agreement and is automatically effective once posted on the Site. This Agreement may not be orally amended. Realquidity may also impose limits on certain features and services or restrict your access to all or a part of the Service without notice or liability. It is your responsibility to check these Terms periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Service constitutes your acceptance of those changes.

XVII.   FEES AND PAYMENTS

Realquidity may, now or in the future, charge fees for the use of the Service or certain features thereof. You agree to pay to Realquidity all applicable fees for the services purchased on or through the Site or Service under your account at the then-current rates for such services (including any applicable taxes). Fees payable by an owner of real estate offered on the Site and by each Investor in such real estate offering shall be set forth in the respective Platform Services Agreement to be entered into by each such owner and Investor. Except to the extent provided in such Platform Services Agreement, service fees will be billed at the time you purchase any applicable services. Unless otherwise communicated to you by Realquidity in writing (including in the Platform Services Agreement), all fees and charges are nonrefundable. Realquidity may change the fees for the use of the Service, or any service or feature provided thereon, or add new fees or charges, at any time. For any change in fees for services purchased under your account, Realquidity will send you a notice of such change in advance of such change (via email or a message posted on the Site).

Realquidity will bill all applicable charges through the payment method specified in your account (e.g. a credit card or electronic funds transfer). If you pay any applicable fees with a credit card, Realquidity may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You authorize such credit card account to pay any amounts described herein, and authorize Realquidity to charge all sums described herein to such credit card account. You agree to provide Realquidity updated information regarding your credit card and account upon Realquidity's request and any time the earlier provided information is no longer valid.

XVIII.   WARRANTY DISCLAIMER

YOU AGREE THAT YOUR USE OF THE SITE AND SERVICE AND ANY CONTENT, PRODUCTS, SERVICES, OR FEATURES MADE IN CONJUNCTION WITH OR THROUGH THE SERVICE SHALL BE AT YOUR SOLE RISK AND UNLESS OTHERWISE EXPRESSLY STATED BY REALQUIDITY, ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, REALQUIDITY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COMPLIANCE WITH UNITED STATES FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR REGULATIONS, SECURITIES EXCHANGE OR SELF-REGULATORY ORGANIZATION RULES OR REGULATIONS, AND EQUIVALENT LAWS OR REGULATIONS IN FOREIGN JURISDICTIONS, CORRECTNESS, ACCURACY AND RELIABILITY.

REALQUIDITY HAS NO CONTROL OVER AND NO DUTY TO TAKE ANY ACTION REGARDING AND MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY:

  • ERRORS, MISTAKES, OR INACCURACIES OF CONTENT,
  • PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES,
  • ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,
  • ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE,
  • ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR
  • ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE.

REALQUIDITY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED SERVICES AND REALQUIDITY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

REALQUIDITY AND ITS AFFILIATES HAVE NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU AND WITHOUT LIMITING THE FOREGOING, MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE MERITS AND RISKS OF ANY INVESTMENTS MADE BY USING OR THROUGH THE SERVICE. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

REALQUIDITY IS NOT RESPONSIBLE FOR VERIFYING THAT ANY INVESTOR OR USER IS AN ACCREDITED INVESTOR BEYOND REVIEWING INFORMATION SUBMITTED DIRECTLY TO REALQUIDITY. REALQUIDITY DOES NOT RECOMMEND ANY INVESTMENT OPPORTUNITIES SPECIFICALLY TO OR FOR ANY USER OR ENDORSE THEIR SUITABILITY FOR INVESTMENT BY ANY SPECIFIC USER.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

XIX.   LIMITATION OF LIABILITY

IN NO EVENT SHALL REALQUIDITY, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, CONTENT PROVIDERS OR AGENTS, BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY:

  • INVESTMENT LOSS, LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING);
  • ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;
  • OFFENSIVE, INDECENT, OR OBJECTIONABLE CONTENT FROM A VARIETY OF SOURCES TO WHICH YOU ARE EXPOSED BY USING OUR SERVICE. REALQUIDITY IS NOT RESPONSIBLE FOR THE ACCURACY, USEFULNESS, SAFETY, OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO SUCH CONTENT;
  • DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY;
  • PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES;
  • UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN;
  • LOSSES CAUSED BY ANY UNAUTHORIZED USE OF YOUR ACCOUNT. YOU MAY BE LIABLE FOR THE LOSSES OF REALQUIDITY OR OTHERS DUE TO SUCH UNAUTHORIZED USE;
  • INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THIS LIMITATION OF LIABILITY ALSO APPLIES WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY LINKED SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN REALQUIDITY AND RECEIVED THROUGH THE SERVICES OR ANY LINKED SITES.

IN NO EVENT WILL REALQUIDITY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS LIABILITY TO YOU FOR DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICE OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ANY ACCESS TO OR USE OF THE SERVICE OR ANY PART THEREOF, OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, REALQUIDITY'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

XX.   INDEMNIFICATION

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Realquidity, its affiliates, officers, directors, employees, contractors, suppliers, representatives and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debts, and expenses (including but not limited to attorney's fees) arising from or relating to: (i) your use or misuse of and access to the Site, Service, or any content thereon; (ii) your violation of any term of this Agreement, the Privacy Policy, any Platform Services Agreement, any Contribution Agreement or any Published Information; (iii) infringement by you or any third party using your account of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your User Content caused damage to a third party.

This defense and indemnification obligation will survive this Agreement and your use of the Service. Realquidity reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defenses.

XXI.   INTERNATIONAL USE

Accessing the Service is prohibited from territories where the Site, Service or any content thereon is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.

XXII.   GOVERNING LAW; ARBITRATION

This Agreement (and any further rules, policies, or guidelines incorporated by reference) shall be governed by and construed and enforced in accordance with the laws of the state of California as they apply to agreements entered into and to be performed entirely within California between California residents, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. By your agreement to the Terms and your use of the Service, you agree to submit to personal jurisdiction in San Francisco County for all purposes, and you agree to waive, to the maximum extent permitted by law, any right to a trial by jury for any matter.

Unless otherwise agreed in writing by you and Realquidity, any dispute arising out of or relating to the Terms, or any breach thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or such arbitration body as required by law, rule or regulation, and final judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the English language before a single arbitrator in San Francisco, California. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either Realquidity or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.

Any cause of action arising out of or related to the Service, and all products and services offered via the Realquidity Site or Service must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. You acknowledge and agree that you may bring claims against Realquidity only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

XXIII.   ELECTRONIC DELIVERY AND NOTICE POLICY

By using the Service, you consent to receive from Realquidity, or any of its affiliates, officers, directors, partners, agents, or employees, all communications, including notices, agreements, legally required disclosures, or other information in connection with the Service or investment offerings made available to you via the Service (collectively, "Notice Information") electronically. Realquidity may provide the electronic Notice Information by posting them on the Site or sending the Notice Information to the email address you provided to Realquidity during the account registration process. If you desire to withdraw your consent to receive Notice Information electronically, you must discontinue your use of the Service. Except as explicitly stated otherwise, legal notices will be served, with respect to Realquidity and the Site or Service, to info@realquidity.com.

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

XXIV.   MISCELLANEOUS TERMS

These Terms of Service, together with the Privacy Policy, Published Information, and any other legal notices published by Realquidity on the website, shall constitute the entire agreement between you and Realquidity concerning the Service and supersedes all prior or contemporaneous communications, agreements and understandings between Realquidity and you with respect to the subject matter hereof. To the extent these Terms of Service conflict with the terms of our Privacy Policy and the Published Information, these Terms will control. These Terms of Service shall not be assignable by you, either in whole or in part. Realquidity reserves the right to assign its rights and obligations under these Terms without restriction. The failure of Realquidity to enforce any right or provision of these Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of such right or provision may only become effective upon written agreement signed by a duly authorized representative of Realquidity. The section titles in this Agreement and the Privacy Policy are for convenience only and have no legal or contractual effect. If for any reason any provision of these Terms, or a portion thereof, shall be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect. If any provision of the Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from the Terms and will not affect the validity and enforceability of any remaining provisions. A printed version of these Terms shall be admissible in judicial or administrative proceedings.

Questions? Please email us at info@realquidity.com.

Important Disclosure: Realquidity.com is a website operated by Realquidity Corp., and by accessing the website and any pages thereof, you agree to be bound by its Terms of Service. Realquidity.com is intended for accredited investors only who are members of Realquidity and familiar with and willing to accept the risks associated with private investments. Securities sold through private placements are not publicly traded and are intended for investors who do not have a need for a liquid investment. Realquidity does not endorse or promote any of the opportunities that appear on this website nor make any recommendations regarding same to any Investor. Prospective investors are not to construe anything on the website as investment, business, legal or tax advice and the content contained herein does not constitute an offer by Realquidity to sell, solicit or make an offer to buy an investment interest. Direct and indirect purchase of real property involves significant risk and investments may lose value and are not insured by the FDIC or by any other Federal Governmental Agency nor are they guaranteed by Realquidity. Investors must be able to afford to lose their entire investment.