Updated October 26, 2017
Welcome to Realty Folio' web platform. The Realty Folio service and network (collectively, the "Service") are operated by Realty Folio, LLC, a Delaware limited liability company (the "Company," "we," or "us"), which is wholly owned by Realty Folio (together with its affiliates, "Realty Folio "). By accessing or using our web site at www.realtyfolio.com, including any subdomain thereof (the "Site"), you (the "User") signify that you have read, understand and agree to be bound by these terms of service ("Terms of Service"), regardless of whether you are a registered member of the Service.
In addition to these Terms of Service, you may enter into other agreements with us or others that will govern your use of the Service or related services offered by us or others. If there is any contradiction between these Terms of Service and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies. As used herein, "Users" means anyone who accesses and/or uses the Site.
Changes to these Terms of Service
We may make changes to these Terms of Service from time to time. If we do this, we will post the changed Terms of Service on the Site and will indicate at the top of this page the date the Terms of Service were last revised. You understand and agree that your continued use of the Service or the Site after we have made any such changes constitutes your acceptance of the new Terms of Service.
The portion of our Service (and certain pages of the Site) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein are available only to certain qualified, registered and authorized users. Such portions of our Service and the Site may thus not be available in all jurisdictions or to all Users. Only authorized users with a valid User ID and password, are authorized to access such services and web pages relating to offerings conducted under Regulation D of the Securities Act (such persons being ("Authorized Users")). In some cases, you may be required to provide supporting documents to issuers that provide proof that you are eligible to be an Authorized User and we may implement background information screening as is necessary to establish your eligibility as an Authorized User. Your failure to provide any information and documentation requested to confirm your status as an Authorized User will be cause for Realty Folio to immediately discontinue your use of the Service by preventing your access to the Website and the Service. Persons who are resident outside of the United States are allowed access to such investment opportunities only if such access does not violate the laws of their country of residence. Our services (and certain pages of the Site) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Realty Folio is not authorized to provide such information or services.
RealtyFolio offers a membership subscription to clients who wish to become a member of our service. By becoming members, clients will have early access to our exclusive investment listings, access to educational content, and will be assigned a personal account manager to guide them with their investments. This means when a new deal is open to funding, members will be notified via email and/or telephone by their account manager to discuss details of the project. Once invested in a project, members will also have access to speak to their account managers occasionally via email or phone regarding the status of their investments.
Investment listings will be viewable on the website, and/or sent via email to clients in advance as deals become available. Because we screen many deals before marketing deals to investors, we cannot promise a specific number of deals. The number of deals we market to clients as part of this subscription can vary, but will be no less than 6 deals annually.
Educational content will include video content found in our education center and monthly educational articles/market updates sent via email. Educational emails will also vary in number, but will be no less than 1 email a month.
Clients will have the right to speak to their account managers via email or phone at least once a month as part of this subscription.
If any of the above conditions are not met, clients can request a full refund.
Subscription fees may be paid for with Credit Cards. If a client wishes to invest in a project, funds are taken strictly via Bank Wire.
Private placements of securities offered on the Website have not been registered under the laws of any jurisdiction. 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 Website.
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 contained in the Website has been prepared by Realty Folio 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.
Prohibited Conduct (Including Non-Circumvention Restriction)
By using the Site, you agree that Realty Folio 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 sponsoring real estate operating company or other third party introduced to you by Realty Folio, or from whom you otherwise find out about the party and/or the project, without the express written permission of Realty Folio or such other relevant party. This provision shall survive any termination of these Terms of Service.
Our Site contains confidential information ("Confidential Information"), much of which pertains to the investments listed on our platform. Confidential Information includes all technical and non-technical data. You agree that all Confidential Information will be kept in confidence and that you will only use the Confidential Information for the purposes for which it was disclosed. To the extent applicable, you will not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information unless otherwise specified in writing by the disclosing party. These restrictions will not apply to Confidential Information to the extent it (a) was in the public domain at the time of disclosure; (b) became publically available after disclosure without breach of this agreement; (c) was lawfully received from a third party without such restrictions; (d) was known to you without such restrictions prior to your access to it via our Site; (e) was independently developed by you without breach of this agreement; (f) was generally made available to third parties by Realty Folio without such restriction; or (g) is required by applicable law.
You agree to use the Site and Service only for purposes that are legal, proper and in accordance with these Terms and any applicable law, rules or regulations. You may not:
Registration Data; Account Security
In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. You agree to (a) immediately notify Company of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the service. Company will not be liable for any loss or damage arising from your failure to comply with this Section.
Proprietary Rights in Site Content; Limited License
All content on the Site, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the "Site Content"), are our proprietary property with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission, except that, if you are eligible for use of the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Site Content solely for your personal use, provided that you keep such portions confidential and all copyright or other proprietary notices intact. You may not republish Site Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.
Consent to Electronic Transactions and Disclosures
Because Realty Folio operates largely on the Internet, it is necessary for you to consent to transact business with us online and electronically. Before you decide to do business electronically with Realty Folio, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions,; and hardware capable of running this software.
Realty Folio generally receive all payments, and make all disbursements, through electronic funds transfers (ACH transfers) using the bank (or other financial institution) account information you provide to us. You authorize such bank or other financial account to pay any amounts described herein, and authorize Realty Folio to make any and all investment disbursements, to such account. You agree to provide Realty Folio updated information regarding your bank or other account upon Realty Folio’ request and at any time that the information earlier provided is no longer valid.
As part of doing business with Realty Folio, you must also consent to our giving you certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to the Terms of Service, you agree to receive electronically all documents, communications, notices, contracts, and agreements, including tax forms, schedules or information statements, arising from or relating to your registration as an investor on our Site, any investments you may make, your use of this Service, and the servicing of any investment you may make (each, a "Disclosure"), from Realty Folio, or any service provider either of us may use. The decision to do business with Realty Folio electronically is yours.
Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, between you and Realty Folio. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.
You may not withdraw such consent as long as you have outstanding any investments made through the Site. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.
You also expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.
Updates. You must keep us informed of any change in your e-mail address, your home mailing address, or your telephone number so that we can maintain communications with you about your authorization as a registered User and so that you can continue to receive all Disclosures in a timely fashion. All such updates must be provided to us by e-mail at [email protected].
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Realty Folio does not guarantee and does not promise any specific results (relating to investments or otherwise) from use of the Site and/or the Service.
The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications.
Realty Folio is not responsible for any problems or technical malfunction of any telephone network or lines, servers or internet providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof, including injury or damage to Users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service.
The Company reserves the right to change any and all content contained in the Site and any Services offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the Company.
Registration Data; Account Security
In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. You agree to (a) immediately notify Realty Folio of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the service. Realty Folio will not be liable for any loss or damage arising from your failure to comply with this Section.
Limitation on Liability
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAWS, IN NO EVENT WILL REALTY FOLIO OR ITS DIRECTORS, OFFICERS, STOCKHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAW OR OTHER LAWS, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM ANY OF REALTY FOLIO OR ITS DIRECTORS, OFFICERS, STOCKHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES, REGARDLESS OF THE CAUSE OF ACTION.
CERTAIN US AND FOREIGN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Governing Law; Arbitration
By visiting or using the Site and/or the Service, you agree that the laws of the State of New York, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms of Service. By agreeing to the Terms and using the Website and the Service, you agree to submit to personal jurisdiction in New York for all purposes, and you agree to waive, to maximum extent permitted by law, any right to a trial by jury for any matter. Unless otherwise agreed in writing by you and us, 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 New York. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Notwithstanding the foregoing, either Realty Folio or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.
Investor Members: Securities Matters
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service ("Submissions"), provided by you to Company are non-confidential and shall become the sole property of Company. Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgement or compensation to you.
The failure of Realty Folio to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Service is held invalid, the remainder of these Terms of Service shall continue in full force and effect. If any provision of these Terms of Service shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.