These Terms of Use (also referred to as “Terms and Conditions” on the Site and elsewhere, “Agreement”) should be read carefully before using the services offered by PREIshare, LLC and those of its subsidiaries and affiliates (collectively “PREIshare”) or accessing the websites of PREIshare or those of its subsidiaries and affiliates. This Agreement sets forth the legally binding terms and conditions for your use of the website at www.PREIshare.com (the “Site”) and the services owned and operated by PREIshare (collectively with the Site, the “Service”). By using the Site or Service in any manner, including but not limited to visiting or browsing the Site, you agree to be bound by this Agreement, the Privacy Policy, and all other operating rules, policies and procedures that may be published by PREIshare from time to time on the Site, each of which is incorporated by reference and each of which may be updated by PREIshare from time to time without notice to you.
Your use of the Site is governed by the version of this Agreement in effect on the date of use. PREIshare may modify this Agreement at any time and without prior notice. Your continued use of and access to the PREIshare Site constitutes your acknowledgement of, and agreement to, the then current Terms of Use and to having reviewed the most current version of the Terms of Use. Please also note that the terms and conditions of this Agreement are in addition to any other agreements between you and PREIshare, including any customer or account agreements, 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 PREIshare, or its subsidiaries or affiliates, for the Service or otherwise. If you do not agree to all the terms of this Agreement and/or PREIshare’s Privacy Policy, you are not eligible to participate in PREIshare’s Service or otherwise use this Site. This Agreement applies to all users of the Site or Service, including Accredited Investors, as defined by SEC Regulation D Rule 501 (“Investors”), who in any way use the Site or Service provided by PREIshare (in each case, a “User”).
Neither the SEC nor any federal or state securities commission or regulatory authority has recommended or approved any investment or the accuracy or completeness of any of the information or materials provided by or through the website. This website is not a crowdfunding portal and no investments may be made through this website. If you pursue an investment discussed on this Site, you must do so directly with the party(ies) such investment is offered and you must be able to afford.
PREIshare IS NOT A REGISTERED BROKER-DEALER, FUNDING PORTAL, OR INVESTMENT ADVISOR AND DOES NOT CONDUCT ANY ACTIVITY THAT WOULD REQUIRE ANY REGISTRATION AS SUCH.
All Content contained on this Site is intended for informational purposes only and does not purport to be complete. For further information on each investment opportunity contained in any Content of this Site, you should visit the respective party(ies) where such investment opportunity is published. None of the Content presented on this Site has been prepared with any reference to any user’s investment requirements or financial situation, and you are encouraged to consult with professional tax, legal and financial advisors before making any investments discussed on this Site. PREIshare 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 through party(ies) outside of this Site. Investors should conduct their own due diligence, not rely on the financial assumptions or estimates displayed on this Site, and are encouraged to consult with a financial advisor, attorney, accountant, and any other professional that can help you to understand and assess the risks associated with any investment opportunity.
Potential investment listings on this Site 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, therefore, are less liquid. Additionally, Investors may receive restricted units that may be subject to holding period requirements. Investment offerings on PREIshare will target real estate investments that vary in size, scope, term and return profiles and therefore each individual potential investment may contain more or less inherent risk. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. Investors must be able to afford to lose their entire investment. For those reasons, these offerings may be made available only to certain institutional investors and high net worth individuals and entities. As with all alternative investments, investors must meet certain eligibility tests to qualify as purchasers. Currently, entities must have assets of at least $5 million (or all individual owners meet accredited investor tests). Individuals must have a net worth of more than $1 million excluding primary residence or gross income for each of the last two years of at least $200,000 ($300,000 with spouse) with the expectation of the same income in the current year.
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. Investors are solely responsible for conducting any legal, accounting or due diligence review. 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.
Potential investment listings on this Site 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, therefore, are less liquid. Sellers and purchasers of any interests listed on this Site on the Listing Hub or otherwise (“Sellers” and “Purchasers”, as applicable) acknowledge that they are responsible for their own due diligence, compliance with securities laws, funding obligations, legal compliance and closing the sale and purchase separate and apart from the Site. Each Seller listing an interest on this Site on the Listing Hub (an “Interest”) or otherwise (including as an Approved Sponsor selling (or authorizing the transfer of) an Interest to PREIshare) represent and warrant to the potential Purchaser(s) and to PREIshare that:
The sale of any such Interest is in compliance with all applicable laws;
No consents which haven’t already been obtained are required to close the sale of any such Interest [Note: Among other consents that may be required, Purchaser and Seller should review the terms of any debts encumbering the Interests and confirm whether or not lender consent is required for the transfer of the Interest];
No representation or warranty or other statement made by Seller in connection with the contemplated transactions contains any untrue statement of material fact or omits to state a material fact necessary to make the statements in the sale transaction documents, in light of the circumstances in which they were made, not misleading;
Purchasers and Sellers are responsible for determining that the party(ies) they are doing business with qualify as “Accredited Investors” (and has confirmed such status by reviewing the “Accredited Investor” requirements on the SEC website [Linked Here];
PREIshare and each Purchaser/Seller are independent parties, not a partnership, joint-venture, agency relationship or other partnership in any manner;
Each Purchaser and Seller acknowledge and agree that:
PREIshare shall not participate in the negotiation, funding, due diligence, legal compliance or any other matter in connection with the purchase and/or sale of any Interest listed on the Site (or otherwise connected to the Site).
No Seller may list an Interest that it knows to be in distress, insolvent, near insolvency, in bankruptcy or that is having cash flow issues in meeting current obligations.
No Seller or Purchaser is a broker dealer and each party is acting on its own behalf on behalf and not on the behalf of any other party.
Each Purchaser is acquiring any Interests for its own account without the intent to resell or offer for sale.
No Seller or Purchase is not in possession of material, non-public information with respect to the Interests that have not been disclosed to the other party prior to the close of the sale of the Interests.
All parties waive any claims, indemnifications, or other liability against PREIshare related to any purchase and/or sales of any Interests.
PREIshare may remove any Interests for any reason and, absent breach by the Seller, refund the listing fee. PREIshare shall not be obligated to inform the Seller or any interested parties why the Interest was removed. PREIshare may make an offer to acquire any such Interests in its sole discretion despite removing it from the Listing Hub.
The Seller and Purchaser acknowledge that they have reviewed and understand the other disclaimers, warnings, risk factors and other matters described in these Terms and Conditions and elsewhere on the Site.
PREIshare shall, at all times, act solely in a passive capacity with respect to the purchase and/or sale of any Interests listed on the Site and shall not be responsible or liable for any investment decisions or recommendations with respect to the purchase or disposition of any such Interests.
PREIshare shall not be responsible for questioning, investigating, analyzing, monitoring, or otherwise evaluating any of Interests and shall not be responsible for determining if the transactions are closed in compliance under applicable law.
Each Purchaser and Seller shall indemnify, defend and hold PREIshare and its affiliates and their respective officers, directors, agents and employees (each a “PREIshare Indemnified Party” or, collectively, “PREIshare Indemnified Parties”) harmless against any investigation, claim, action, or proceeding (including a regulatory inquiry, whether formal or informal or any arbitration or court action) (“Action”) brought by a purchaser/seller, court, regulator or self-regulatory organization asserting jurisdiction over the PREIshare Indemnified Party or by any other party against any PREIshare Indemnified Party if such Action relates to the such Purchaser/Seller purchase, sale or offering of any Interest, the marketing and advertising thereof, or that results from any action, inaction, omission, misstatement or statement of such Purchaser/Seller or any person acting in connection with such Purchaser/Seller arising out of or based upon such Purchaser/Seller breach of the agreements, representations or obligations set forth herein (including any violation of law). Further, such Purchaser/Seller shall indemnify and defend the PREIshare Indemnified Parties against all expenses, fees (including reasonable attorney’s fees and other legal expenses), losses, claims, damages, demands, liabilities, judgments (including fines and settlements), costs of investigation or responding to inquiries or otherwise (“Losses”) incurred by or levied or brought against the PREIshare Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this agreement as such Losses arise. Promptly after receipt by a PREIshare Indemnified Party of notice of any claim or the commencement of any Action with respect to which a PREIshare Indemnified Party is entitled to indemnity hereunder, PREIshare will notify the applicable Purchaser/Seller in writing of such claim or of the commencement of such Action, and the Purchaser/Seller, if requested by the PREIshare Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the PREIshare Indemnified Party and will pay the fees and expenses of such counsel, provided that any failure to promptly notify Purchaser/Seller shall not affect the indemnification right of a PREIshare Indemnified Party except to the extent that the Purchaser/Seller is Materially prejudiced by such failure. Notwithstanding the preceding sentence, the PREIshare Indemnified Party will be entitled to employ counsel separate from counsel for the Purchaser/Seller and from any other party in such action if counsel for the PREIshare Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Purchaser/Seller, in addition to local counsel. If the PREIshare Indemnified Party elects the Purchaser/Seller to assume the defense of such Action, Purchaser/Seller will have the exclusive right to settle the claim or proceeding, provided that Purchaser/Seller will not settle any such claim or Action without the prior written consent of the PREIshare Indemnified Party, which consent shall not be unreasonably withheld. If the PREIshare Indemnified Party assumes the defense (with payment of any related costs and expenses by Purchaser/Seller), the PREIshare Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the PREIshare Indemnified Party will not settle any claim or Action without the prior written consent of the Purchaser/Seller, which consent shall not be unreasonably withheld.
Approved Sponsors. For parties approved as “Approved Sponsors” by completing the Sponsor Onboarding page of our website (and being approved by PREIshare), in addition to the obligations as a “Seller” set forth above, the following additional terms shall apply:
The Approved Sponsor agrees to notify PREIshare of any material changes to the information on the Sponsor Application within 10 calendar days at [email protected]. Upon notification, PREIshare shall have the right to withhold approved funding.
Sponsorship is initially approved for 2 years and continued Sponsorship can be based on performance- (approval by PREiShare). Inactivity, breach of this agreement or other negative indicators will constitute re-application requirements before continuation of additional business.
In the event of any breach of this agreement, violation of law or reasonable circumstances determined by PREIshare, PREIshare may remove the Approved Sponsor from the Site and cancel the “approved” status.
Approved Sponsor acknowledges that PREIshare is under no obligation to acquire any Interests offered by Approved Sponsor.
PREIshare may require the payment of a fee for each review and offer of purchase for an Interest. In the event that the parties cannot agree on any such fees then PREIshare may terminate the Approved Sponsor.
For purposes of this agreement, any Interests offered by a member, partner or other equity holder of Approved Sponsor shall be deemed to be offered and sold by Approved Sponsor as the “Seller.”
Approved Sponsor agrees to repurchase any Interest acquired by PREIshare at the price paid by PREIshare plus costs in the event of any violation of this agreement with such sale to PREIshare. Such repurchase/purchase shall be accomplished within 10 business days of notice from PREIshare regarding any such breach.
Approved Sponsor shall deliver an amendment to its applicable charter documents (LLC Agreement, LP Agreement, Articles, etc.,) with an opinion of counsel stating that following such amendment, no further consents or authorizations shall be required for the sale of any Interests to PREIshare or its assigns.
In the event that the Approved Sponsor participates on the “Fundication Show” or provides any other material (video, pictures, audio or otherwise), such participation and contributions shall be subject to the PREIshare Personal Appearance Agreement.
Approved Sponsors grants to PREIshare a non-exclusive, royalty-free, non-transferable, limited right to use its corporate trade name(s) and/or logos (“Marks”) solely in connection with announcing and recognizing the Approved Sponsor’s status.
In addition, to the extent you receive information from PREIshare or other Investors with respect to any Investment activity on the Site, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of such Investor. You agree that PREIshare may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to: (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of PREIshare, its users, or the public.
Unauthorized use of the Site and our Service, including, but not limited to 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 Site or Service or interfere with any other party’s use and enjoyment of the Site or Service. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. 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. PREIshare reserves the right at its discretion to suspend or cancel your password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.
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 PREIshare’s control, and you acknowledge that PREIshare 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, guaranty or endorsement by PREIshare or any association with its sponsors. You further acknowledge and agree that PREIshare 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 PREIshare Site and Service.
If you believe that any material on the Site violates this Agreement or your intellectual property rights, please notify PREIshare as soon as possible by sending an email to [email protected], with the following information in accordance with Section 512(c) of the Copyright Act: (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; (iv) Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
PREIshare has no special relationship with or fiduciary duty to you. You acknowledge that PREIshare has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content you access via the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release PREIshare from all liability for you having acquired or not acquired Content through the Site. PREIshare makes no representations concerning any Content contained in or accessed through the Site, and PREIshare will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.
PREIshare neither represents, warrants, covenants guarantees, nor promises any specific results from use of the Site.
THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SERVICE, IS PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES.
PREIshare makes no representation or warranty, express or implied, with respect to any third-party data provided to PREIshare or its transmission, timeliness, accuracy or completeness, including but not limited to implied warranties or warranties of merchantability or fitness for a particular purpose. PREIshare will not be liable in any way to you or to any other person for any inaccuracy, error or delay in or omission of any third party data or the transmission or delivery of any such third party data and any loss or damage arising from (a) any such inaccuracy, error, delay or omission, (b) non-performance or (c) interruption in any such third party data due either to any negligent act or omission by PREIshare or “force majeure” or any other cause beyond the control of PREIshare.
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK.
You are responsible for any investment decisions that you make. PREIshare is in no way assisting you or making any recommendations to you. You should seek advice from your own legal and financial advisors. You are responsible for conducting any due diligence into any investments you choose to make, whether or not you became aware of such opportunities due to the Site or not. Securities Fraud is, unfortunately, prevalent in the U.S. market. We recommend that you review the SEC’s Investor.gov, the applicable State Division of Securities and carefully research any parties or individuals that you connect with. You are solely responsible for your decisions and waive any claims against PREIshare, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives.
Certain information on this website relating to properties or other potential investment opportunities have been prepared and/or approved by the Sponsors or Issuers of those properties/investments. PREIshare makes no representations as to the completeness, accuracy or sufficiency of this information. In the event of any discrepancy between information displayed on this website pertaining to any investment offerings, the underlying investment agreements, including but not limited to, the Operating Agreement, Offering or Private Placement Memorandum, Executive Summaries, financial models and other related materials prepared by the Sponsor and/or Issuer will supersede any information presented on this website or provided by PREIshare and shall be the sole obligation, liability and responsibility of any such Sponsor and/or Issuer.