Funding Portal’s Obligations

Date of Last Revision: January 7, 2022

Denying Potential Issuers Access to the Platform

To stay within the safe harbor established by the SEC, the Portal may deny access to potential issuers where the funding portal has a reasonable basis for believing that the issuer or the offering presents the potential for fraud or otherwise raises concerns about investor protection. Thus, the funding portal must deny access if it reasonably believes that it is unable to adequately or effectively assess the risk of fraud on the part of the issuer or its potential offering to continue to rely on the conditional safe harbor provided by Rule 402. This obligation also applies to situations where the issuers or offerings have been accepted to the platform and the funding portal later becomes aware of the potential for fraud. In that case, the Portal will promptly remove the offering from the platform.

Notices Regarding Promoters of the Issuer

At the time that an investor opens an account with the Portal, the Portal informs the investor that anyone who promotes an offering in exchange for compensation or who is a sponsor or an employee of an issuer promoting the offering through the communication channels on the platform must disclose the fact that he or she is engaging in promotional activities on behalf of the issuer.

Curation of Offerings by the Portal 

The Portal is not “curating” (limiting offerings on a platform) beyond exercising its ability to determine whether and under what terms allow issuers onto the Portal and ensure that such curation does not result in the provision of investment advice. Any curation does not or cannot be interpreted as a claim that the issuers on the platform “are safer or better investments than those listed on other platforms.”

In keeping with the prohibition on providing investment advice, the Portal only highlights specific issuers or offerings through the application of objective criteria that have been reasonably designed to highlight a broad selection of issuers, including the geographic location of the issuer, and the number or amount of investment commitments made.

No portal can receive, special or additional compensation for identifying or highlighting (or offering to highlight) an issuer or an offering on the platform.

Specifically, the Portal will only use the following criteria, by way of example, to sort offerings on its platform: geographic location, page views, press mentions, social media followers, investment velocity, number of favorites, endorsements, ratings by users, the amount raised, and/or pitch completeness.

We also highlight projects listed on Secure Living, including building pages on our site based on distinct themes, sending emails to our users, and running social media campaigns. We select campaigns to be highlighted based on objective criteria, which we apply consistently to all issuers on the platform – giving every issuer who meets the criteria the same opportunity to be featured for a specified period.

Generally, the Portal is required to, and does, make an issuer’s required disclosures available to the public on its platform for a minimum of 21 days before any security may be sold in the offering, and throughout the offering period; provide disclosure to investors about the compensation the intermediary receives.

The Portal’s Communication to the Public

The Portal routinely communicates with the public to, among other things, market its services. All Portal communications or advertisements to the public, including written communications distributed to one or more investors, are based on principles of fair dealing and the content shall always be fair and balanced.

The Portal’s communication with the public shall not include false, exaggerated, unwarranted, promissory, or misleading statements or claims. For instance, prohibited content would include even a slogan, graphic, or eye-catching headline which is promissory in nature or hints at the potential future success of a specific offering or the offerings posted on the portal in general. Likewise, profit forecasts are prohibited, with the exception of a hypothetical illustration of mathematical principles, provided that it does not predict or project the performance of an investment.

The Portal does not make recommendations or provide investment advice. Statements that could be perceived as endorsements or suggestions that an offering is of higher quality, safer, or worthier than others, could constitute a recommendation and thus, a breach of the rules. Accordingly, these statements will be strictly avoided. This applies to posted articles, reports, and other content prepared by third parties. Prohibited third-party content includes content with impermissible investment advice or recommendations or that contains misleading statements.

The Portal abides by FINRA’s Notice to Members 17-18 regarding guidance on digital media communications.

Communication Channels for Issuers and Investors

The Portal and its associated persons only establish guidelines about communication through the provided channels and remove abusive and fraudulent communications.

These communication channels are open to the public but only registered users are permitted to post on them. A user without an account cannot make or access a post. Only registered users can comment on the investment opportunity. Consequently, anonymous comments are not allowed. An issuer that comments on the system will be identified as being an issuer.

Registered users may post under their real names or aliases. All posts are displayed, but only registered users may post and all posts are moderated and must be admin-approved before the post will appear to anyone but the poster.

Any person or company that is receiving compensation in exchange for expressing an opinion must make such a disclosure on every comment that he/she posts.

Users may share the public-facing landing pages for each investment opportunity through built-in share buttons or their own means on social media, by email, or any other communication methods.

The public is permitted access to view discussions made in the communication channels. The posting of comments is restricted to those persons who have opened an account on the Portal.

Any person posting a comment in the communication channels clearly and prominently disclose with each post whether he or she is a sponsor or an employee of an issuer engaging in promotional activities on behalf of the issuer, or is otherwise compensated, whether in the past or prospectively, to promote the issuer’s offering. Abusive or potentially fraudulent communications are prohibited.

As to investment opportunities, all communications regarding the terms of the issuer’s offering must occur through the Portal on which the offering is listed.

Because the Portal is currently structured solely as a funding portal, it is not allowed to post any information on the communication channels it has created to connect issuers and investors. The portal will also ensure that any sponsor, employee, or promoter of the issuer’s offering properly discloses their identity in any post. The Portal’s moderators must specifically approve each comment and as required by law, will remove any potentially fraudulent or abusive comments made on the Platform’s communication channels.

Advertising the Funding Portal and Offerings

The Portal engages and complies with the following:

• It advertises its own existence; 
• It identifies issuers or offerings in its advertisements based on objective criteria that would identify a large selection of issuers—namely, those that are focused on real estate, and ensures that such criteria used do not implicitly endorse one issuer or offering over others and are consistently applied to all issuers and offerings; 
• It abides by the prohibition from receiving special or additional compensation for identifying or highlighting an issuer or offering in its advertisements; and 
• It advertises in a variety of media formats, including but not limited to social media, internet channels, and other media channels, as the types of media formats that may be used are not restricted by the rules. 

Fraud Prevention and Compliance Obligations

As required by Regulation Crowdfunding, the Portal will take the following steps to reduce the risk of fraud:

• The Portal must have a “reasonable basis for believing” that the issuer has met the disclosure and process requirements. The Portal may rely on issuer representations to form that reasonable basis for belief. However, the Portal is responsible for assessing whether reliance on certain issuer representations is reasonable, given its course of interactions with potential issuers. This means that the representation must be detailed enough to evidence that the issuer has a reasonable awareness of its obligations and its ability to comply with those obligations. This is not a simple “check the box” representation; instead, it requires an inquiry into the issuer and its steps to comply with Regulation CF. 
• Intermediaries must have a “reasonable basis for belief” that the issuer has established means to keep accurate records of the holders of securities or simply hire a registered transfer agent. If the issuer has engaged a registered transfer agent, the Portal will be deemed to have met the requirement of establishing a reasonable basis for belief. The Portal has relationships with one or more independent registered stock transfer agents that an issuer can hire to comply with this obligation. 
• The Portal will deny access to its platform if it has a reasonable basis to believe that the issuer or any of its officers, directors, or a 20 percent or more beneficial owner is subject to a bad actor disqualification. 
• The Portal will deny access to its platform if it has a reasonable basis to believe that the issuer or the offering presents the potential for fraud or otherwise raises concerns about investor protection. The Portal must be able to adequately and effectively assess the risk of fraud concerning the issuer and its offering. If it cannot adequately assess the issuer or resolve concerns, the intermediary must deny access to its platform. If it becomes aware of the potential for fraud after granting access to its platform, it must cancel the offering.

Compensation Disclosure

Secure Living charges fees in connection with the sale of securities on our platform. Secure Living will charge issuers who successfully complete their capital raise a range of compensation types (e.g., flat fee, platform fee, and/or equity fee in the form of commission). The flat and platform fee will be paid at the time the successfully funded campaign has ended. Any securities paid to Secure Living, if any, will be of the same class and have the same terms, conditions, and rights as the securities being offered and sold by the Issuer on our platform. All fees paid to Secure Living in connection with the offering and sale of securities are nonrefundable unless in its sole discretion determines that a refund is appropriate.

The Portal Makes Issuer Information Available

During the course of an offering, the Portal makes the issuer’s required disclosure information publicly available on the Portal’s website. This information will be available to investors for at least twenty-one days before any sale of securities and presented in a manner that allows any visitor, including regulators, to access, download, and save it by saving the webpage, downloading, or saving the Form C offering, printing the webpage to pdf, or downloading a copy to file. Further, the Portal understands that it must, and will, ensure that an issuer’s disclosures are complete but that it is not required to ascertain whether investors have reviewed the disclosure material.

Advising Issuers

Portals are permitted to advise an issuer about the structure or content of the offering, which includes preparing the offering documentation. The SEC notes that a funding portal could provide pre-drafted templates or forms to the issuers and it is permitted to provide advice on the types of securities the issuer can offer, the terms of those securities, and crowdfunding regulations.

Funding portals are required to observe high standards of commercial honor and must not engage in manipulative, deceptive, or other fraudulent devices. Additionally, Funding Portal Rule 200 prohibits a funding portal from including on its website information from an issuer that the portal knows or has reason to know contains any untrue or misleading statement.