Terms of Service

1. Acceptance of Terms

By accessing or using the BlackKey Exchange platform ("Platform"), website, or any associated services (collectively, "Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Services. These Terms constitute a legally binding agreement between you and BlackKey Exchange LLC ("BlackKeyX," "we," "us," or "our").

2. Eligibility

The Services are intended solely for use by individuals who qualify as accredited investors as defined under Regulation D of the U.S. Securities Act of 1933. By using the Platform, you represent and warrant that:

• You are at least 18 years of age.
• You meet the applicable accredited investor qualifications.
• You have the legal capacity to enter into binding agreements.
• You are not prohibited from using the Services under applicable law.

3. Platform Description

BlackKey Exchange operates a private, invitation-only capital network that connects qualified investors with curated real estate investment opportunities. The Platform provides tools for deal evaluation, underwriting analysis, and investor matching. BlackKeyX does not act as a broker-dealer, investment adviser, or fiduciary. All investment decisions are made independently by the investor.

4. Account Registration & Membership

Access to the Platform requires an approved membership. You agree to:

• Provide accurate, current, and complete information during registration.
• Maintain the security and confidentiality of your account credentials.
• Notify us immediately of any unauthorized access to your account.
• Accept responsibility for all activities conducted under your account.

We reserve the right to suspend or terminate any account at our sole discretion, with or without notice.

5. Investment Disclaimers

All information provided on the Platform is for informational purposes only and does not constitute investment advice, a solicitation, or an offer to buy or sell any security. You acknowledge and agree that:

• Past performance is not indicative of future results.
• All investments carry risk, including the potential loss of principal.
• BlackKeyX does not guarantee any specific investment outcome.
• You are solely responsible for conducting your own due diligence.
• You should consult with qualified legal, tax, and financial advisors before making any investment decision.

6. Confidentiality

You acknowledge that information made available through the Platform, including but not limited to deal details, underwriting data, investor information, and proprietary tools, is confidential and proprietary. You agree not to disclose, reproduce, distribute, or share any such information with third parties without our prior written consent.

7. Intellectual Property

All content, software, designs, logos, trademarks, data, and materials on the Platform are owned by or licensed to BlackKeyX and are protected by intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to access and use the Platform for its intended purpose. You may not copy, modify, distribute, sell, or create derivative works from any part of the Platform without our express written permission.

8. Prohibited Conduct

You agree not to:

• Use the Platform for any unlawful purpose.
• Attempt to gain unauthorized access to any part of the Platform.
• Interfere with or disrupt the Platform's operation or infrastructure.
• Scrape, harvest, or collect data from the Platform without authorization.
• Misrepresent your identity, qualifications, or investment capacity.
• Use the Platform to engage in fraud, money laundering, or other financial crimes.

9. Limitation of Liability

To the fullest extent permitted by applicable law, BlackKeyX and its officers, directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to your use of the Services, including but not limited to loss of profits, data, or investment capital. Our total aggregate liability shall not exceed the fees paid by you to BlackKeyX in the twelve (12) months preceding the claim.

10. Indemnification

You agree to indemnify, defend, and hold harmless BlackKeyX and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from your use of the Services, your violation of these Terms, or your violation of any rights of a third party.

11. Third-Party Links & Services

The Platform may contain links to third-party websites or services. BlackKeyX does not endorse, control, or assume responsibility for any third-party content, products, or services. Your interactions with third parties are solely between you and the third party.

12. Modifications to Terms

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to the Platform. Your continued use of the Services after any modification constitutes acceptance of the revised Terms. We encourage you to review these Terms periodically.

13. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions. Any disputes arising under these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, conducted in Delaware. You waive any right to a jury trial.

14. Termination

We may terminate or suspend your access to the Services at any time, with or without cause, and with or without notice. Upon termination, your right to use the Platform ceases immediately. Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law shall survive termination.

15. Contact Information

If you have any questions about these Terms, please contact us at: