Welcome to iCovest Capital Group’s technology platform.  The iCovest Capital Group service and network (collectively, the “Service”) are operated by iCovest Capital Group California, Inc., a California close corporation. (the “Company,” “iCovest Capital Group,” “we,” or “us”).  By accessing or using our web site at www.iCovestCapital.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”).

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We are a technology platform that permits Accredited and Non-Accredited Investors (as defined below) and certain other persons to independently connect with issuers of securities relating to real estate investments.  These Terms of Service govern your access and use of the Website and all content, services and/or products provided through the Website (collectively, the “Service”).  Please read these Terms of Service carefully before using the Service on the Website.  If you violate any of these Terms of Service (which include by reference iCovest Capital Group’s Privacy Policy), or otherwise violate an agreement between you and us, the Company may terminate your membership, delete your profile and any content or information that you have posted on the Site and/or prohibit you from using or accessing the Service or the Site (or any portion, aspect or feature of the Service or the Site), at any time in its sole discretion, with or without notice.

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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.

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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.

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Eligibility

This Site is intended solely for Users who are eighteen (18) years of age or older, and any registration by, use of or access to the Site by anyone under 18 is unauthorized, unlicensed and in violation of these Terms of Service.  By using the Service or the Site, you represent and warrant that you are 18 or older and that you agree to and to abide by all of the terms and conditions of these Terms of Service.

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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.

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For persons resident in the United States, only “accredited investors” as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), with a valid User ID and password, are authorized to access such services and web pages (such persons being (“Accredited Investors”).  In general, to qualify as an Accredited Investor, individuals must have a net worth of more than $1 million (excluding their primary residence), or gross income for each of the last two years of at least $200,000 ($300,000 jointly with their spouse) with the expectation of a similarly qualifying income during the current year.  In some cases, you may be required to provide supporting documents to issuers that provide proof that you are an Accredited Investor.  Such authorization may require completion of an Accredited Investor questionnaire and satisfactory background information screening.  Your failure to provide any information and documentation requested to confirm your status as an Accredited Investor will be cause for iCovest Capital Group to immediately discontinue your use of the Service by preventing your access to the Website and the Service.  Persons not qualifying under the parameters outlined above are classified as (“Non-Accredited Investors”) and such may be referred to representatives of other third party service providers for further financial literacy educational information upon receipt of written request and consent. 

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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 iCovest Capital Group or one of its partner entities is not authorized to provide such information or services.

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Securities Offerings; No Professional Advice Provided

The securities offered on the Website 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 Website.

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iCovest Capital Group is not a registered broker-dealer, funding portal, or investment advisor and does not conduct any activity that would require such registration.

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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 iCovest Capital Group 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.

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User Content

The Service may allow you and other users to submit, post, transmit and share content with other Users.  You are solely responsible for any such content (which may include photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content) that you upload, publish, provide or display (hereinafter, “post”) on or through the Service or the Site, or transmit to or share with other Users (collectively, the “User Content”).  It is against these Terms of Service to contact sponsoring real estate operating companies or borrowers directly or to attempt to enter into any transactions with such persons or entities outside of the Service.  You understand and agree that the Company may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole judgment of the Company violates these Terms of Service, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.

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Consent to Electronic Transactions and Disclosures

Because iCovest Capital Group 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 iCovest Capital Group and iCovest FBO, 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, such as Internet Explorer 5.0 or above and Netscape Navigator 6.0 or above, or the equivalent software; and hardware capable of running this software.

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iCovest Capital Group and/or iCovest FBO (or a third-party servicer or escrow provider that we or iCovest Capital Group may retain) 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 iCovest Capital Group California or iCovest FBO (or any such third-party servicer or escrow provider) to make any and all investment disbursements, to such account.  You agree to provide iCovest Capital Group updated information regarding your bank or other account upon iCovest Capital Group’s request and at any time that the information earlier provided is no longer valid.

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As part of doing business with iCovest Capital Group and/or iCovest FBO, 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 any IRS Form 1099 or other 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 iCovest Capital Group, iCovest FBO, or any service provider either of us may use.  The decision to do business with iCovest Capital Group and iCovest FBO electronically is yours.  This document informs you of your rights concerning Disclosures.

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Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and iCovest Capital Group or between you and iCovest Capital Group.  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.

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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.

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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.

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If you are accessing our site and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device’s respective “app store”.  If you do not have these capabilities on your mobile device, please access our site through a device that provides these capabilities.

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Indemnity

You agree to indemnify and hold the Company, its subsidiaries and affiliates, iCovest Capital Group, and each of their directors, officers, agents, contractors, employees and representatives, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with your use of the Service or the Site, your conduct in connection with the Service or the Site or with other Users of the Service or the Site, or any violation of these Terms of Use or of any law or the rights of any third party, any of your User Content, and any Third Party Content you post or share on or through the Site.

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Other

The failure of the Company 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.

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Questions

Please visit our FAQ page for more information; you may also contact us through Support@iCovestCapital.com

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Last Revision: circa January 1, 2020