Welcome to the technology platform of Monolith Ventures, Monolith-Ventures.com, inclusive of its services and network (together referred to as “the Service”), is overseen by Monolith-Ventures.com, LLC, (“Monolith-Ventures.com”) registered in Delaware. By navigating or interacting with our website and its subdomains, you express your consent to our terms of service (“Terms of Service”), whether you’re a registered user or not.

We provide a technology interface for Institutions, Investment Banks, Brokers, Accredited Investors and selected users to interact directly with entities offerings. By using our Site and its associated services (“the Service”), you agree to these Terms of Service. Thoroughly review them before participating. Any breach of these terms, our Privacy Policy, or other agreements can result in membership cancellation and content deletion. We may, at our sole judgment, limit or deny your access to the Service or Site at any moment, without prior notification.

While these Terms of Service broadly cover site usage, individualized agreements may also exist between you, us, or other entities concerning specialized services. In scenarios where there’s a clash between this document and a service-centric contract, the stipulations of the latter hold authority for its respective service aspect. “Users”, as referred to in this context, are all who browse or make use of our Site.

Service Terms & Specific Contracts

While these Terms of Service broadly cover site usage, individualized agreements may also exist between you, us, or other entities concerning specialized services. In scenarios where there’s a clash between this document and a service-centric contract, the stipulations of the latter hold authority for its respective service aspect. “Users”, as referred to in this context, are all who browse or make use of our Site.

Age Requirement for Usage

Only those aged 18 and above are authorized to use this Site. Any interactions or registrations by individuals under 18 are unlicensed and breach our Terms of Service. By accessing our Site or using our Service, you certify your age as 18 or older and commit to our terms. Non-compliance, breaches of any kind, or other reasons can prompt the Company to revoke your membership, remove your profile and content, and deny access at its discretion, with or without prior warning. Suspected age violations, such as indications of being under 18, can lead to immediate actions. The Company assumes no liability for any such terminations.

Parts of our Service, along with certain Site pages that display real investment opportunities or permit securities investments, are exclusively open to users who meet specific qualification and registration criteria. As a result, not all jurisdictions or Users may have access to these areas.

Eligibility Criteria for Specific Investment Opportunities

Only those qualifying as “accredited investors” under Rule 501 of Regulation D of the Securities Act of 1933 can access our specialized services and pages associated with Regulation D offerings. This status generally involves meeting certain net worth or income benchmarks. Verifying your status might require documentation, potentially including a questionnaire and background validation. Inability to confirm your accredited investor status may result in being denied access. Additionally, residents outside the U.S. can only access if compliant with their local laws. The use of our services where they conflict with governing laws or in regions where we aren’t licensed is strictly forbidden.

Tier II” Investment Criteria

Our “Tier II” investment options, registered under Regulation A of the Securities Act, are tailored for “qualified purchasers.” These purchasers can be: (i) “accredited investors” as outlined in Rule 501(a) of Regulation D, or (ii) any other investor, provided their stake in our common shares remains below 10% of either their annual income or net worth (if an individual) or 10% of their yearly revenue or net assets as of year-end (for non-individual entities).

Exemption Status of Securities on Our Platform

Our Website offers securities through private placements, which have not been registered as per the Securities Act of 1933. These securities rely on exemptions stipulated under Section 4(2) of the Securities Act, combined with provisions from Regulation D and Rule 506, and potentially Regulation S. Being sold privately means these securities lack public trading avenues, rendering them illiquid. For clarity, no offering here has received approval or endorsement from regulatory entities like the U.S. Securities and Exchange Commission or state securities commissions.

Regulation S (Reg S) is a series of rules that exempts securities offered and sold outside the United States from registration with the Securities and Exchange Commission (SEC).

Reg S was adopted by the SEC in 1990.

Reg S allows U.S. and non-U.S. companies to raise capital for an overseas company while remaining compliant with U.S. securities law.

Reg S is available only for offers and sales of securities outside the United States.

Reg S focuses on non-U.S. investors, while Regulation D (Reg D) primarily targets accredited investors within the United States.

Securities acquired overseas, whether or not pursuant to Reg S, may be resold in the United States only if they are registered under the Act or an exemption from registration is available.

Regulation S, adopted by the Securities and Exchange Commission (SEC) in 1990, exempts offers and sales of securities that occur outside of the United States.

This means that token issuers can sell their tokens to nonaccredited investors without registration, as long as the offer and sale of securities occur solely outside the United States.

Tokenized securities are securities that move on blockchains. They are tokens that represent either specific off-chain assets, or that mimic established asset groups such as bonds, shares or funds.

Examples of tokenized securities might include tokenized stocks, tokenized bond funds, or even tokenized real estate.

Before undertaking a private placement, potential issuers should have two key documents prepared, a private placement memorandum (PPM) and a subscription agreement.

Understanding Investment Overviews

The Site showcases condensed outlines of various investment ventures, highlighting their objectives and core business details. Please note that these are concise informational summaries and aren’t exhaustive. To grasp a full understanding, refer to the detailed information in the corresponding investor documentation for each opportunity. Monolith-Ventures.com provides this information without tailoring it to individual financial conditions. Before committing, potential investors should seek advice from tax, legal, and finance professionals.

Understanding Ownership Stipulations

If you aim to beneficially hold 20% or beyond of an issuer’s voting equity securities, thereby being an “Issuer Covered Person”, it’s mandatory to be aware of the “bad actor” provisions highlighted in Rule 506(d), termed “Disqualifying Event”. Assure us in clear terms that no Disqualifying Event pertains to you. Should this status change, a written notification to Monolith-Ventures.com is essential. For clarity, Monolith-Ventures.com won’t be tasked with providing Rule 506(e) disclosures or verifying the status of any Issuer Covered Person concerning Disqualifying Events.

Non-Solicitation & Confidentiality Clauses

Given Monolith-Ventures.com’s substantial investment in establishing its network of sponsoring real estate operating entities and borrowers, your utilization of the Site binds you to the following stipulations:

Non-Solicitation: For two years post the termination of your account, you undertake not to solicit, instigate, endorse, or partake in any conversations or negotiations with any real estate operating entity or third-party that has been introduced to you by Monolith-Ventures.com. This prohibition applies unless you’ve procured explicit written authorization from Monolith-Ventures.com or the relevant party in question. This clause remains enforceable irrespective of the termination of the present Terms of Service.

Confidentiality: The Site embodies proprietary and confidential information (“Confidential Information”) predominantly linked to the investment offerings. This encompasses both technical and non-technical data. You pledge to maintain the sanctity of this information and restrict its usesolely for the purpose it was disclosed to you. Any modification, reverse engineering, decompiling, or unauthorized derivative works from the Confidential Information are explicitly prohibited unless expressly documented by the disclosing entity. The aforementioned constraints are inapplicable if the Confidential Information a) was public knowledge at the time of its disclosure; b) became public post-disclosure without infringing this agreement; c) was acquired lawfully from an unrestricted third-party source; d) was already known to you without these constraints before accessing it via the Site; e) was generated independently by you without contravening this accord; f) was freely shared with third-parties by Monolith-Ventures.com without such limitations; or g) is mandated for disclosure by pertinent laws.

You the user of the platform Monolith-ventures.com 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:

1. Protection of Service Integrity: Do not act in ways that might damage, hinder, overload, or hamper the Service or compromise any other user’s ability to access and benefit from the Service.
2. Access Restrictions: Unauthorized attempts to access the Site, Service, or associated computer systems/networks, whether by hacking, password mining, or other means, are prohibited.
3. Account Creation: Establishing user accounts must not be automated or founded on deceitful or false grounds.
4. Proper Use of Data: All data, inclusive of third-party data available on the Site, should be used solely for assessing the listed investment opportunities.
5. Malware and Harmful Conduct: Refrain from introducing viruses, worms, Trojan horses, or other destructive elements. Additionally, actions or content that defame, abuse, harass, stalk, threaten, or infringe upon legal rights (privacy, publicity) of others are strictly forbidden.
6. Content Guidelines: Uploading or sharing through the Service any content that is inappropriate, unlawful, defamatory, infringing, or obscene is prohibited. This includes content that infringes on intellectual property rights, promotes pyramid schemes, or is commercially disruptive.
7. Communication Restrictions: Do not deploy Maillists, Listservs, auto-responders, or any form of “spam” on the Service.
8. Data Access and Collection: Automated or manual means to access, “crawl,” or “scrape” the Site, or activities aimed at obtaining content or information without authorization are not allowed.
9. Rights and Attributions: Do not impersonate, falsify attributions, or omit appropriate legal notices, proprietary designations, or labels relating to the origin or source of materials.
10. Proprietary Marks: Removal or alteration of any copyright, trademark, or proprietary rights notices from the Service is forbidden.
11. Automated Interactions: Usage of robots, spiders, or other retrieval devices to index or gather data about users without authorization is not permitted.
12. Content Submission: Do not share content implying false endorsements or affiliations with RealtyMogul or its partners.
13. Lawful Usage: The Service must only be used for legal purposes. This encompasses adherence to federal and state securities laws, blue-sky laws, or equivalent foreign jurisdictions.
14. Non-Harmful Intent: Avoid sharing or promoting information about illegal activities or causing harm to any individual or group.
15. Confidentiality: Confidential details acquired through the Service, especially regarding investment offerings, must not be shared.
16. Non-Commercial Use: The Service is intended for personal use. Commercial solicitations, product or service offerings, and investment recommendations to other users are expressly prohibited.

User Account Responsibility Agreement

For the privilege of accessing our Site, you are entrusted with certain responsibilities. You must ensure that all information provided during registration, referred to as “Registration Data”, remains accurate and up-to-date. It’s crucial to safeguard your password and user identification to prevent unauthorized use. Regular reviews and updates to your Registration Data and any other information provided to the Site are essential to maintain its accuracy. Additionally, you are wholly accountable for any activities occurring under your account. In the event of any unauthorized access or security breaches related to your account, it’s your duty to promptly inform the Company. It’s also vital that at the conclusion of each session, you ensure a secure logout to prevent potential unauthorized access. It’s important to note that the Company won’t be held liable for losses or damages stemming from your failure to adhere to these guidelines.

Proprietary Rights in Site Content; Limited License

The content available on our Site, encompassing designs, text, visuals, videos, and other file types collectively referred to as “Site Content,” is the exclusive property of our company and is protected by copyright and other laws. Except as explicitly allowed in these terms, any use, reproduction, or redistribution of the Site Content without our written consent is prohibited. Users with valid access to the Site may occasionally download or print content for personal use, ensuring that copyrights and proprietary notices remain unchanged. However, it’s not permissible to republish, distribute, or use the content on any other website or media. Any unauthorized use may lead to the termination of your granted license and potentially infringe copyright, trademark, and other applicable laws. It’s crucial to note that unless explicitly mentioned, no rights regarding intellectual property are conferred by these terms. We reserve the right to revoke this license at our discretion, at any time, with or without prior notification.

Cookies

We employ the use of cookies. By accessing Monolith-Ventures.com, you agreed to use cookies in agreement with the Monolith Ventures’ Privacy Policy.

Most interactive websites use cookies to let us retrieve the user’s details for each visit. Cookies are used by our website to enable the functionality of certain areas to make it easier for people visiting our website. Some of our affiliate/advertising partners may also use cookies.

License

Unless otherwise stated, Monolith Ventures and/or its licensors own the intellectual property rights for all material on Monolith-Ventures.com. All intellectual property rights are reserved. You may access this from Monolith-Ventures.com for your own personal use subjected to restrictions set in these terms and conditions.

You must not:

• Republish material from Monolith-Ventures.com

• Sell, rent or sub-license material from Monolith-Ventures.com

• Reproduce, duplicate or copy material from Monolith-Ventures.com

• Redistribute content from Monolith-Ventures.com

This Agreement shall begin on the date hereof.

Parts of this website offer an opportunity for users to post and exchange opinions and information in certain areas of the website. Monolith Ventures does not filter, edit, publish or review Comments prior to their presence on the website. Comments do not reflect the views and opinions of Monolith Ventures, its agents and/or affiliates. Comments reflect the views and opinions of the person who post their views and opinions. To the extent permitted by applicable laws, Monolith Ventures shall not be liable for the Comments or for any liability, damages or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.

Monolith Ventures reserves the right to monitor all Comments and to remove any Comments which can be considered inappropriate, offensive or causes breach of these Terms and Conditions.

You warrant and represent that:

• You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;

• The Comments do not invade any intellectual property right, including without limitation copyright, patent or trademark of any third party;

• The Comments do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material which is an invasion of privacy

• The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.

You hereby grant Monolith Ventures a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats or media.

Hyperlinking to our Content

The following organizations may link to our Website without prior written approval:

• Government agencies;

• Search engines;

• News organizations;

• Online directory distributors may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and

• System wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.

These organizations may link to our home page, to publications or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party’s site.

We may consider and approve other link requests from the following types of organizations:

• commonly-known consumer and/or business information sources;

• dot.com community sites;

• associations or other groups representing charities;

• online directory distributors;

• internet portals;

• accounting, law and consulting firms; and

• educational institutions and trade associations.

We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of Monolith Ventures; and (d) the link is in the context of general resource information.

These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.

If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to Monolith Ventures. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.

Approved organizations may hyperlink to our Website as follows:

• By use of our corporate name; or

• By use of the uniform resource locator being linked to; or

• By use of any other description of our Website being linked to that makes sense within the context and format of content on the linking party’s site.

No use of Monolith Ventures’ logo or other artwork will be allowed for linking absent a trademark license agreement.

iFrames

Without prior approval and written permission, you may not create frames around our Webpages that alter in any way the visual presentation or appearance of our Website.

Content Liability

We shall not be hold responsible for any content that appears on your Website. You agree to protect and defend us against all claims that is rising on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.

Reservation of Rights

We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amend these terms and conditions and it’s linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.

Removal of links from our website

If you find any link on our Website that is offensive for any reason, you are free to contact and inform us any moment. We will consider requests to remove links but we are not obligated to or so or to respond to you directly.

We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.

Disclaimer

To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website. Nothing in this disclaimer will:

• limit or exclude our or your liability for death or personal injury;

• limit or exclude our or your liability for fraud or fraudulent misrepresentation;

• limit any of our or your liabilities in any way that is not permitted under applicable law; or

• exclude any of our or your liabilities that may not be excluded under applicable law.

The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort and for breach of statutory duty.

As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature