Investor Agreement
Date of Last Revision: November 1, 2021
PROVISIONS GOVERNING THE USE OF THE SECURE LIVING SITE BY INVESTORS AND INVESTMENTS IN OFFERINGS
Secure Living operates this website, securelivingrei.com (the “Site”), which facilitates securities offerings (the “Offerings”) by Sponsors (the “Sponsors”). The Offerings are made pursuant to Regulation Crowdfunding of the Securities Act of 1933 (“Regulation Crowdfunding Offerings”), which are facilitated either through the portion of the Site operated by Secure Living (“Secure Living Portal”) or by a third party funding portal (each, a “Third Party Funding Portal”).
Your ability to participate in a particular Offering may depend on your income or net worth and/or your recent participation in certain other Offerings, as described further below. By using this Site, you are agreeing to the terms and conditions of this Secure Living Investor Agreement, which includes, by reference, the Secure Living Terms of Service (the “Terms of Service”) and the other agreements listed in Section 1 below (collectively, this “Agreement”), and you are agreeing to the following terms, among others, with respect to your use of the Site as a registered member of the Site (a “Member”).
Terms of this Agreement
- GENERAL DOCUMENTS INCORPORATED BY REFERENCE INTO THIS AGREEMENT
This Agreement between you and Secure Living sets forth the terms and conditions for your access to the Site and your use of the information, features, products, services, and tools on the Site (the “Services”). For ease of reference, when Secure Living and its affiliates are referred to together in this Agreement, they are referred to as ” Secure Living,” “we,” or “us”.
This Agreement incorporates by reference the Terms of Service. You represent that you have read the Terms of Service and agree that the Terms of Service govern your use of the Site and the Services. Capitalized terms used in this Agreement that are not otherwise defined herein have the meaning given to them in the Terms of Service.
This Agreement should be read carefully before using any Services or continuing to access the Site. By using the Site in any manner, including but not limited to visiting or browsing the Site, you agree and consent to, and you agree to be bound by, the Terms of Service, this Agreement, the Privacy Policy, and all other operating agreements, rules, policies, and procedures that may be published by Secure Living from time to time on the Site, each of which is incorporated by reference and each of which may be updated by Secure Living 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. We may modify these terms and conditions at any time and without prior notice, and you agree to be bound by this Agreement as so modified. It is your responsibility to visit the link accessible on the Site FAQ page periodically to review the most current terms and conditions of this Agreement for changes. You acknowledge that by accessing the Site after we have made changes to this Agreement, you are agreeing to the terms and conditions of this Agreement as modified.
The terms and provisions of the following agreements and other documents are incorporated into this Agreement by reference:
- The Site’s Terms of Service;
- The Secure Living Disclosure Statement, which sets forth general information about Sponsors investments made through the Site;
- The Indication of Interest and Subscription Agreement (together, the “Subscription Agreement”) or Investment Contract, as applicable, submitted by you with respect to a particular Offering (if applicable);
- The terms of each Offering (the “Offering Terms”) in which you invest, as provided to you and set forth in the applicable documents;
- For a Regulation Crowdfunding Offering, this will include: (i) Form C; and (ii) the Sponsor’s Secure Living Portal profile; and
- Any other information provided to you with respect to an Offering via the Site.
You should carefully read each of the above documents before subscribing to an Offering. You alone are responsible for ensuring that you are aware of all of the terms of this Agreement and your rights and responsibilities under it. You may have additional agreements with Secure Living, and you are responsible for understanding the content of those agreements.
- AGREEMENTS WITH RESPECT TO THE SITE AND ALL OFFERINGS
2.1 GENERAL ACKNOWLEDGMENTS
You understand and acknowledge that Secure Living is not responsible for any content on the Site provided by any third parties, including Sponsors, and any service providers or other third parties, or any content provided to you in connection with your use of the Site even if that information is distributed to you on behalf of a third party by Secure Living, and is not liable for any type of loss or damage associated with your use of the Site.
You acknowledge that nothing on the Site constitutes a recommendation to buy securities or any other type of investment advice to you by Secure Living, and any investment risk is solely your own. You are not a client of Secure Living, the Secure Living Portal, or any of their affiliates.
You acknowledge that Secure Living and the Secure Living Portal do not independently verify information regarding Sponsors (although Secure Living Portal does conduct some diligence on information provided by Sponsors as required by Regulation Crowdfunding) or endorse any Sponsor for direct or indirect investment, and that information on the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You agree to abide by this and other agreements between you and Secure Living and service providers that govern or relate to your use of the Site or the services available on the Site.
You understand that the Site offers different types of Offerings for investment, each of which operates under different regulatory regimes and requirements, and that each type of Offering may have its own unique risks and levels of regulatory involvement.
You acknowledge that you have been provided access to additional sources of information regarding your investment in the Sponsor, including the information that is incorporated into this Agreement by references, such as the Sponsor Information, the Subscription Agreement, the Offering Terms, and the Disclosure Statement.
2.2 RISKS GENERALLY ASSOCIATED WITH ALL OFFERINGS
You should consult your own legal, tax, and financial advisers regarding the suitability, desirability, and appropriateness of purchasing interests through an Offering. You should also carefully consider the following risks prior to investing through an Offering:
2.2.1 Significant Risk of Loss; Not a Complete Investment Program
An investment in a Sponsor involves significant risks, only some of which are described in this Agreement, and is suitable only for investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment, and who otherwise meet the conditions for eligibility set forth in this Agreement. Direct or indirect investment in a Sponsor is not intended as a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.
2.2.2 Lack of Operational Record
Each Sponsor will have limited or no operational record.
2.2.3 Limitation on Liability; Indemnification
This Agreement, including the Terms of Service and the Subscription Agreement, limits the liability of Secure Living and provides for indemnification in certain circumstances.
2.3. PRIVACY
Secure Living maintains a Privacy Policy, which is available on the Site and incorporated into this Agreement.
2.4. USE OF NAME
You consent to the disclosure by Secure Living of your name (or, if you are acting on behalf of a company or entity, the name of such entity) on the Site. Without limiting such consent, or any other lawful use of your name by Secure Living, you specifically consent to the disclosure by Secure Living to potential investors in a Fundraising that you have submitted a Subscription Agreement with respect to that Fundraising, and to disclosure by Secure Living to any Sponsor or Member, or combination of Sponsors or Members, that you have invested in one or more Sponsors through the Site and the number of such investments. You may withdraw this consent at any time by contacting Secure Living.
2.5. ELECTRONIC COMMUNICATIONS
Secure Living requires that you consent to the delivery of all communications via electronic communications.
- AGREEMENTS WITH RESPECT TO REGULATION CROWDFUNDING OFFERINGS
3.1. GENERAL ACKNOWLEDGMENTS
You understand and acknowledge that, while Secure Living Portal will verify such information to the extent such verification is required under applicable law, it may rely on the truthfulness of your representations regarding your income, net worth, and/or your prior participation in Regulation Crowdfunding Offerings in the prior 12 months when determining whether to permit you to participate in a particular Regulation Crowdfunding Offering.
You acknowledge that you are limited in the amount you may invest in offerings under Regulation Crowdfunding over any 12 month period and that, even though Secure Living Portal will ask you about these investment amounts and store data regarding such amounts on the Site, you alone are responsible for complying with all investment limitations applicable to all such Offerings, both through the Site and not through the Site;
You understand that any investment you make in a Regulation Crowdfunding Offering on the Site will be in the security of the particular Sponsor (“Sponsor Securities”) and that neither Secure Living Portal nor any of its affiliates will be involved in the setting of the Offering Terms or the management of the Sponsor; and
You represent that you have, or you will review the educational materials provided to you on the Secure Living Portal portion of the Site prior to making each investment in a Regulation Crowdfunding Offering.
3.2. INVESTOR REPRESENTATIONS
You represent and warrant to Secure Living Portal (or any Third Party Funding Portal as applicable) that the answers you provided to the questions in the Investor Profile (the “Investor Profile”) page are correct and complete and may be relied upon by Secure Living Portal or any Third Party Funding Portal (as applicable) in determining whether you are eligible to invest in Offerings that are listed on the Site. You represent that you are using the Site with the intent to make any potential investments for yourself or your institution, and not with the view to sell or otherwise distribute your investment in a Sponsor. You agree that if any event occurs or circumstance arises that materially adversely affects your annual income or net worth, or causes any other statement made in your Investor Profile to become untrue or misleading in any material respect (including with respect to other investments made by you under Regulation Crowdfunding in the prior 12 months), then prior to investing in Sponsors through the Site you will complete a new Investor Profile to determine if you are still eligible to invest in Sponsors listed on the Site. You acknowledge that Sponsors in which you invest may rely and that Secure Living Portal, any Third Party Funding Portal (if applicable), Sponsors, and their principals, affiliates, and other parties may rely, on the information you have provided to Secure Living Portal or any Third Party Funding Portal in your Investor Profile to determine if you are eligible to invest in Sponsors. You represent that you have read and understood the risks contained in the Sponsor Information.
3.3. CHOOSING AND MAKING INVESTMENTS
3.3.1. Services of Secure Living Portal with Respect to Regulation Crowdfunding Offerings
Secure Living Portal operates the portions of the Site that facilitate Regulation Crowdfunding Offerings by Sponsors. Members are not clients of Secure Living Portal or any Third-Party Funding Portal. Although Secure Living Portal evaluates potential Sponsors and determines which Sponsors will be able to engage in Regulation Crowdfunding Offerings on the Site, you acknowledge and agree that this evaluation is limited to certain predetermined, objective criteria and does not constitute an endorsement of any particular Sponsor or a recommendation that Members invest in any particular Sponsor, and does not establish an advisory relationship between you and Secure Living.
For all Sponsors listed on the Secure Living Portal Site, Secure Living Portal performs a limited review of the information provided by each Sponsor to determine whether it is appropriate for inclusion on the Site (including, among other things, to determine whether Secure Living Portal has a reasonable basis for believing that the Sponsor complies with Regulation Crowdfunding). The information reviewed includes all information in the Sponsor’s profile and in its Form C. This review is not intended to verify any information provided by the Sponsors regarding their operations, assess the likelihood that a Sponsor will succeed or generate investment returns, or otherwise inform or influence any investment decisions by investors. Neither Secure Living Portal nor its affiliates perform any separate due diligence on the Sponsors. Some of the Sponsors listed on the Secure Living Portal Site may have been considered for, but not listed by a Third-Party Funding Portal.
You acknowledge that as a Member of the Site, you are not in an investment advisory relationship with Secure Living.
You also acknowledge that neither Secure Living nor any Third-Party Funding Portal, or any of their affiliates advises Members on the merits of a particular investment or transaction or provides legal or transactional advisory services to Members. The information, materials, and services made available on the Site do not constitute a recommendation, endorsement, or any other form of investment advice to Members by Secure Living nor any Third-Party Funding Portal or their affiliates to buy or sell any securities or other financial instruments. Neither Secure Living Portal nor any Third-Party Funding Portal provides any legal, tax, investment, financial or other advice to Members. The content of the Site has been prepared without reference to any particular Member’s investment requirements or financial situation. You expressly agree that the information, materials, and services made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other similar matters.
3.3.2. Investments in Regulation Crowdfunding Offerings through Sponsor Securities
In Regulation Crowdfunding Offerings, Secure Living Portal provides Sponsors an opportunity to raise funds by allowing Members to invest directly in Sponsors seeking capital from both accredited and non-accredited investors. Sponsors seeking to raise money through Regulation Crowdfunding are limited to raising a maximum of $1,070,00 through Regulation Crowdfunding Offerings in a single 12 month period, and are subject to certain investment limitations for all investors, as described below in Section 3.3.8 — “Investor Eligibility Requirements”.
Members participating in Regulation Crowdfunding Offerings will invest in Sponsor Securities, which will be debt or equity securities issued by the Sponsor. The terms of the Sponsor Securities purchased in Regulation Crowdfunding Offerings will vary depending on the type of security offered by a Sponsor. Investors should carefully consider the terms of the Sponsor Securities in which they invest and read the educational materials available on the Site about each type of security.
The terms of your investment in the Sponsor will be set forth in the Sponsor Information and will be governed by the investment contract between you and the Sponsor. The Sponsor may reject your investment for any reason or for no reason at its discretion.
Once you complete and submit an investment contract, you will be asked to transfer funds from your bank or another type of account for the benefit of the Sponsor and other Sponsors raising funds through Secure Living Portal. You agree to provide all funds required to complete the transaction promptly. If you do not submit funds at the time that you submit your investment contract, your investment in the Sponsor may not be processed. To the extent, the number of investors in a Sponsor is capped by the Sponsor, Investors who have submitted investment contracts and transferred the required funds will be given preference over those who have only submitted an investment contract. If your investment is rejected, your funds will be returned to you without interest.
Your investment in Sponsor Securities may only be processed if a predetermined minimum amount of funds are raised for a Sponsor during the fundraising (the “Funding Target”) for a particular Regulation Crowdfunding Offering by the deadline set forth in the Sponsor Information (“Target Deadline”) provided on the Site. Funds designated for investment in a Sponsor will not be invested in the Sponsor until and unless the Funding Target is reached by the Target Deadline. If the Funding Target is not reached by the Target Deadline, your funds will be returned to you without interest within ten days of the termination of the Fundraising. If the Funding Target is reached prior to the Target Deadline and the Sponsor desires to move the Target Deadline up, Secure Living Portal or a Third-Party Funding Portal (if applicable) will provide you with at least five business days’ notice of such change. Otherwise, Secure Living Portal or a Third-Party Funding Portal (if applicable) will close the Fundraising at the time of the Target Deadline if the Funding Target has been reached. A Sponsor may also decide to accept investments that exceed the Funding Target. In this case, the Sponsor will provide investors with information regarding the amount of funds raised by the Sponsor during fundraising when the Sponsor will close the fundraising (the “Maximum Amount”) and the manner of allocating subscriptions for amounts in excess of the Maximum Amount. You will receive notice from Secure Living Portal or a Third-Party Funding Portal (if applicable) when a Sponsor for which you have submitted an investment contract has closed, and whether your investment in the Sponsor will be processed.
You may revoke your investment in a Sponsor during the Fundraising by providing notice to Secure Living Portal or a Third-Party Funding Portal (if applicable) as provided on the Site. You may also revoke your investment at any time up until 48 hours before the Target Deadline. After that, your investment in the Sponsor can be processed. None of Secure Living Portal nor any Third-Party Funding Portal nor any of their affiliates will take physical custody of your funds.
You acknowledge that neither Secure Living nor any third party has represented to you that securities of any Sponsors are being sold on an “all or none” basis. You acknowledge that, if the Funding Target is not reached, your funds will be returned to you without interest, within seven days of the termination of the Fundraising.
3.3.3. Limitation on Subscriptions
You acknowledge that no Sponsor for which you submit an investment contract has any obligation to accept your investment and that any fraction of the investment amount stated on the investment page of the Site and/or in the investment contract may be accepted, or your investment may be rejected entirely, for any reason. If you submitted funds in excess of the investment amount accepted, the excess funds will be returned to you without interest in a manner determined in the sole discretion of the Sponsor.
3.3.4. Aggregate Subscriptions
With respect to any Regulation Crowdfunding Offerings in which you invest, you agree that you will not use the Site to invest more than you are permitted to invest in any 12 month period under Regulation Crowdfunding, as discussed further below in Section 3.3.8.
3.3.5. Limitation of Liability and Indemnification
The Terms of Service, this Agreement, and the Subscription Agreement limit the liability of Secure Living Portal, any Third-Party Funding Portal, and/or their affiliates, and provide for indemnification in certain circumstances. You acknowledge that Secure Living Portal, any Third-Party Funding Portal, and any of their affiliates, or any member, manager, or employee thereof, shall not be liable in connection with any information or omission of information contained in materials prepared or supplied by a Sponsor or other third party or developed in reliance on information provided by a Sponsor. You acknowledge that such materials may include, but are not limited to, information available through the Site, and materials distributed to investors by Secure Living Portal, a Third-Party Funding Portal, or any of their affiliates (or members, managers, or employees). You acknowledge that the information regarding Sponsors presented on the Site is provided by the Sponsors and not by Secure Living Portal, any Third-Party Funding Portal, or any of their affiliates. You acknowledge that none of Secure Living Portal, any Third-Party Funding Portal, their affiliates, or their members, managers, or employees approves or reviews information prepared or supplied by a Sponsor and shall not be liable with respect to the past, present, or future performance or non-performance by a Sponsor of the activities described in such information. You acknowledge that you understand that the information provided by Sponsors on the Site may not be sufficient or suitable to support an informed investment decision.
3.3.6. Subscribing for Sponsor Securities
The Sponsor Securities offered to Members in Regulation Crowdfunding Offerings will not be registered under the 1933 Act or the securities laws of any state or any other jurisdiction. Sponsors will generally set a minimum subscription amount for investment for each Fundraising, which will generally be $250 at a minimum.
3.3.7. Investor Eligibility Requirements
In accordance with Regulation Crowdfunding’s requirements, you are not permitted to invest more than a certain amount in offerings made under Regulation Crowdfunding (including those not made through the Site) during any single 12 month period, which amount is determined based on your own financial circumstances. In particular, if your annual income or net worth is less than $107,000, you may only invest a maximum amount equal to the greater of $2,200 or 5 percent of the lesser of your annual income or your net worth. If both your annual income and net worth are equal to more than $107,000, you may only invest a maximum amount equal to 10 percent of the lesser of your annual income or net worth, but you may not invest more than $107,000 through all Regulation Crowdfunding Offerings.
Further, you understand and agree that Secure Living Portal is permitted under Regulation Crowdfunding to rely on your representations regarding your compliance with these investment limits when determining whether to permit you to participate in a Regulation Crowdfunding Offering. You agree that you would not be disqualified from engaging in any conduct under Regulation Crowdfunding because of a “disqualification event” as described in Regulation Crowdfunding.
3.4 RISKS ASSOCIATED WITH REGULATION CROWDFUNDING OFFERINGS
You should consult your own legal, tax, and financial advisers regarding the suitability, desirability, and appropriateness of purchasing interests in a Sponsor. You should also carefully consider the following risks prior to investing in a Sponsor:
3.4.1. General
An investment in a Sponsor involves significant risks, only some of which are described in this Agreement, and is suitable only for sophisticated investors who have limited need for liquidity in their investment, who can afford the potential loss of their investment, and who meet the conditions for eligibility set forth in this Agreement. An investment in a Sponsor is not intended as a complete investment program. Sponsor investments involve a high degree of risk and you may ultimately receive cash, securities, or a combination of cash and securities (and in some cases nothing at all). If you receive securities, the securities may not be publicly traded, and may not have any significant value.
3.4.2. No Guarantee of Investment Returns
None of Secure Living Portal, any Third-Party Funding Portal, or any of their affiliates guarantees the future performance or financial results of any Sponsor, and an investment in a Sponsor may result in a gain or loss upon termination or liquidation of your investment.
3.4.3. Restrictions on Resale or Transfer
The Sponsor Securities are issued in a transaction exempt from registration under the 1933 Act and are not registered thereunder or any other law of the United States, or under the securities laws of any state or other jurisdiction. Sponsor Securities purchased through the Site in Regulation Crowdfunding Offerings cannot be resold, pledged, assigned, or otherwise disposed of during the one-year period starting with the date of purchase, unless they are transferred: (1) to the Sponsor itself; (2) to an “accredited investor” (as defined in Regulation D under the 1933 Act); (3) in connection with a registered offering of the Sponsor Securities with the SEC; (4) to a family member of the Member, or to a trust of the Member or one of its family members; or (5) in connection with the Member’s death or divorce.
However, even if you are able to sell or transfer your Sponsor Securities, there is a limited market for the sale of Sponsor Securities, and there is no guarantee that a market will develop in the future for the Sponsor Securities you purchase. Therefore, if you require liquidity in your investment, you should not invest in a Sponsor.
3.4.4. No Control Over Management of the Sponsors
You will not have any right to manage, influence, or control the management or operations of Sponsors. In particular, you will not have or will have only limited, voting rights associated with your Sponsor Securities, but in any event, will not have voting powers to direct the management decisions of the Sponsor. You must refer to the voting provisions in the relevant investment contract that controls your investment. The success of any Sponsor investment depends on the ability and success of the management of the Sponsor, in addition to economic and market factors.
3.4.5. Limited Information About Sponsors
Due to the nature of private Sponsors, there may be limited information—financial, operating, or otherwise—regarding each Sponsor. You should read and understand the risk factors contained in the Sponsor Information, including Form C, before investing in Sponsor Securities. Each Sponsor is solely responsible for providing risk factors, conflicts of interest, and other disclosures that you should consider when investing in Sponsor Securities.
3.4.6. No Assurance of Profit
An investment in Sponsor Securities may not generate profits for you. A return on investment will depend upon the successful liquidity of a Sponsor’s securities and thus, the ultimate value of any investment depends upon factors beyond your or Secure Living Portal’s control. You must therefore bear the economic risk of an investment for an indefinite period of time.
3.4.7. Direct Investment in Sponsors in Regulation Crowdfunding Offerings
In Regulation Crowdfunding Offerings, Members will invest directly in the securities of Sponsors. The Sponsor will not be managed by Secure Living Portal or any of its affiliates in any respect. The terms of any investment in a Sponsor effected through a Regulation Crowdfunding Offering will be set by the Sponsor, and to the extent any negotiation occurs, it will be solely between a Member and the Sponsor.
3.4.8. Lack of Regulatory Oversight of Regulation Crowdfunding Offerings and Offering Materials
Secure Living Portal and the Third-Party Funding Portals are registered as funding portals with the SEC and are members of FINRA. As such, Secure Living Portal and Third-Party Funding Portals must submit certain information and materials to FINRA and the SEC and are subject to examination by FINRA and the SEC. In addition, Sponsors must file with the SEC a disclosure document called a Form C and updates and amendments to Form C. However, the funding portal regulatory regime and the Form C are not as comprehensive as the regulatory regime and disclosure documents that apply to offerings registered under the Securities Act of 1933, and, as a result, you may not receive the same level of disclosure and oversight that is available in registered offerings. Secure Living is maintaining compliance by persisting electronic access to the FINRA Manual publicly, which can be found here.
3.4.9. Review of Regulation Crowdfunding Offering Documents by SEC and Secure Living Portal and/or a Third-Party Funding Portal No Indicator of Likely Success of Sponsor or Guarantee of Investment Returns
Under Regulation Crowdfunding, a Sponsor must file a Form C disclosure document with the SEC and provide the disclosure to prospective investors. As noted above, Secure Living Portal will perform a limited review of Sponsors, including the information proposed to be provided to the SEC and potential investors, to determine whether to permit a Sponsor to engage in Regulation Crowdfunding Offerings on the Site. However, none of the SEC, Secure Living Portal, or any Third-Party Funding Portal (if applicable) will be reviewing any Sponsor’s Form C or other offering materials with the view to determine the likelihood of success of the Sponsor’s business strategy or the likelihood that it will generate investment returns. Further, the review of a Sponsor’s Form C by the SEC under Regulation Crowdfunding does not indicate the SEC’s endorsement of such Sponsor or its view with regard to the likely financial performance of the Sponsor or the advisability of investing in such Sponsor and is not a guarantee of investment returns.
3.4.10. An Investment in a Sponsor Does Not Offer a Complete Investment Program
An investment in a Sponsor is not a complete or diversified investment program and should represent only a small portion of a potential investor’s investment portfolio.
3.4.11. Possibility of Phantom Income
It is possible that your investment will result in “phantom income”, which could require you to pay taxes on your investment even though the Sponsor does not distribute any income (or does not distribute sufficient income to pay the taxes).
3.4.12. Other Specific Risks Associated with Investing in a Particular Sponsor May Not Be Disclosed by the Sponsor.
Each Sponsor will disclose in the Sponsor Information the particular risks associated with an investment in the Sponsor. YOU SHOULD CONSULT YOUR OWN LEGAL AND TAX ADVISERS REGARDING THE POSSIBLE TAX AND OTHER CONSEQUENCES OF BUYING, HOLDING, TRANSFERRING, AND REDEEMING SPONSOR SECURITIES.
