These terms and conditions ("Investor Terms and Conditions") are made and entered into between you as a prospective investor (“you” or “Investor”) and Durise Series LLC of registered office in the State of Delaware is located at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex., ("Durise," "we," or "us"). These Investor Terms and Conditions will govern all transactions whereby you commit to real estate investment proposals (“Proposals”) listed on the Durise.com website (the “Website”) with eventual investment through the issue of shares in a LLC within the State of Delaware, United States ("Shares") as the ultimate holding entity for each real estate investment.
Durise manages the Website as a crowd-funding platform, allowing investors to make commitments to invest in real estate investments. Real estate investment properties are listed on the Website and offered to prospective investors. The Website facilitates investment in such real estate investments through a LLC within the State of Delaware, United States and helps investors track their investment transaction history. Payments for the real estate investments are deposited in a third party escrow account managed independently in respect of the relevant investment property if the listing is successful in raising the required funding in accordance with its terms.
Real estate investment properties will be offered and sold through the Website pursuant to Proposals listed on the Website, with each such Proposal being made pursuant to the terms, conditions and disclosures (including risk factor disclosures) for that particular Proposal (the "Proposal Terms"). For the purposes of these Investor Terms and Conditions, Proposal Terms shall include the following (without limitation), all of which are accessible through the Proposal window on the Website:
You agree to read carefully and make sure that you understand and agree with the Proposal Terms for any Proposal before investing. You acknowledge that each Proposal involves a high degree of risk and that by choosing to commit amounts to invest in Shares in connection with any Proposal (“Commitments”) you acknowledge that you are prepared and able to bear the risk of loss of your entire Commitment(s).
You acknowledge that the offer of Shares pursuant to any Proposal has not been registered or approved by any securities authorities in any jurisdiction. You acknowledge that you are legally able and authorized to participate in the purchase of Shares pursuant to the Proposal in accordance with the laws and regulations of your jurisdiction of residence. You acknowledge that any Proposal and offer of Shares is made only in such jurisdictions where such an offer can legally be made.
Any Shares that you purchase (or invest in) in connection with a Proposal may be subject to selling restrictions in various jurisdictions. Durise shall have no responsibility or liability in the event that any such selling restrictions apply.
You understand that the offer contained herein has been made on a private basis between you and Durise via the Website. You understand that none of the Shares offered will be listed on any securities exchange, that no trading market exists for the Shares, that no active trading market is intended to develop for any Shares, and that you will be required to hold the Shares for the full term of an investment pursuant to its Proposal Terms.
By registering as an Investor in order to become eligible to make Commitments with respect to the Proposals listed on the Website, you agree to be subject to, and to comply with, all of the provisions of these Investor Terms and Conditions and the Durise Terms and Conditions.
When registering as an Investor, you will be required to provide certain information that will be used by administrators acting on our behalf to perform a Know-Your-Client check for the purpose of complying with applicable anti-money laundering rules and regulations and in order to eventually register your interest in the Shares. By registering, you represent and warrant that you are resident at the residence address that you have provided and that details of your nationality and other information are accurate.
At the time when you register as an Investor, you must provide deposit account information to facilitate electronic transfers of funds between the Durise client account (the "Durise Client Account") and your designated deposit account (the "Investor Deposit Account"). You will not earn interest on funds held in the Durise Client Account. The Durise Client Account is an account that was established for the benefit of Investors and will hold all cash credited to Investor Accounts (as defined below) as well as fees and other costs and expenses deposited and/or advanced in connection with Proposals and listing the Website.
When you apply to register as an Investor you will also be asked to create a password that will be used to access your account. You must keep this password safe and not disclose it to others. We will inform you once the Know-Your-Client check has been conducted based on the information you have provided and upon completion of this check your registration as an Investor will be activated. You will then be permitted to transfer funds to the Durise Client Account to be credited in your name (your "Investor Account"). Once such funds are cleared in the Durise Client Account, you will be permitted to use such funds to make cash commitments ("Commitments") to invest in Proposals listed on the Website. We will have the right to limit the amount of funds that you are permitted to transfer to, or maintain in, the Durise Client Account; we will also have the right to accept or reject Commitments in whole or in part and/or limit the amount of Commitments that you are permitted to make in respect of any particular Proposal and in aggregate. We will make the foregoing decisions and determine any such limits in our sole discretion.
Funds credited to you in the Durise Client Account will remain at your sole disposal until a Commitment is made, whereupon the Commitment amount will be blocked as further detailed in these Investor Terms and Conditions. You may request withdrawal of funds available in your Investor Account, and subject to reasonable prior notice, such withdrawal will be implemented through transfer of funds to your Investor Deposit Account.
Before making a Commitment in respect of any Proposal, you should carefully review all of the information disclosed in connection with the Proposal, which will include the various Proposal Terms, which will include (without limitation) the period during which the Proposal will remain open (the "Proposal Period") and the aggregate amount of funding being sought through the Proposal (the "Funding Target").
You agree and acknowledge that a Proposal may, at any time prior to the end of the Proposal Period, be amended to be more favorable to Investors (any such change, a "Beneficial Change"). A Proposal may not amended in any manner that would reduce the benefit received by any Investor.
By making a Commitment in respect of any Proposal, you represent and warrant that you have read and understood the Proposal Terms and all the information disclosed with respect to the Proposal and have availed yourself fully of the opportunity to query any information that you are unclear on. Once you have made a Commitment in respect of any Proposal, the amount of such Commitment will be credited to the Proposal and will be deducted from the available balance of your Investor Account and you will be deemed to have accepted and agreed to the Proposal Terms. Once your Commitment has been so credited you may only cancel or withdraw the Commitment or reduce the amount of the Commitment in the following circumstances:
BY MAKING A COMMITMENT IN RESPECT OF A PROPOSAL, YOU IRREVOCABLY COMMIT TO INVEST IN THE SHARES IN THE AMOUNT OF YOUR COMMITMENT (SUBJECT TO DEDUCTION OF THE APPLICABLE DURISE FEES, AS PROVIDED FOR HEREIN), AND YOU AUTHORISE PAYMENT FOR YOUR INVESTMENT, THE APPLICABLE DURISE FEES TO BE DRAWN FROM YOUR DURISE INVESTOR ACCOUNT; PROVIDED, HOWEVER, THAT THE INVESTMENT AND THE FOREGOING DRAWS SHALL TAKE PLACE ONLY IF THE FUNDING TARGET IS MET DURING THE FUNDING PERIOD AND CLOSING IN RESPECT OF THE PROPOSAL OCCURS. DURISE DOES NOT WARRANT OR GUARANTEE THAT ANY COMMITMENT MADE IN RESPECT OF A PROPOSAL WILL RESULT IN A SALE OF SHARES TO YOU AND WILL HAVE NO LIABILITY IF ANY PROPOSAL FAILS TO REACH ITS FUNDING TARGET, FAILS TO PROCEED TO CLOSING OR IS OTHERWISE TERMINATED.
(a) Upon the Funding Target being met, and subject to further verification as deemed appropriate by Durise, the Investment Agreement posted in connection with the Proposal (the "Investment Agreement") will come into full force and effect and will govern the relationship between the Investors in the Proposal and Durise.
(b) As soon as reasonably practicable after the Funding Target in relation to a Proposal is met, and the Investment Agreement coming into effect, the Shares shall be issued to the Investors ("Closing") in the proportion of their Commitments to the Proposal. The Shares are non-voting shares representing proportionate economic interests in the assets of the segregated portfolio entity for each real estate investment (ie, the investment property).
The aggregate amount of Commitments made in respect of a Proposal will be disbursed from the Durise Client Account in the following manner, depending on whether the Proposal proceeds to Closing (as defined above) or is terminated:
(a) If the Proposal proceeds to Closing, then, upon the occurrence of Closing, an arranging fee of % (three per cent) of the aggregate Commitments (the "Durise Fee") and a third-party administration fee (the "Administration Fee"), along with other fees, costs and expenses specified in relation to the listing of the Proposal on the Website, will be transferred from the Durise Client Account to a deposit account designated for that purpose by Durise, and the net amount of the funds remaining in the Client Account will be transferred from the Durise Client Account ultimately to a deposit account designated for that purpose by the seller of the investment property which is the subject of that Proposal.
(b) If the Proposal is terminated because the Funding Target has not been met prior to the end of the Proposal Period or if the Proposal is otherwise terminated in accordance with the terms of the Proposal or the terms of the Investment Agreement, then any Commitment made in respect of the Proposal will be canceled and funds in the amount of your Commitment will promptly be credited back to the Investor Account, without interest.
You acknowledge and agree that:
(a) the offer, sale and investment (directly or indirectly) in any Shares pursuant to any Proposal is an arm's-length transaction between you and [Durise];
(b) in connection with the offer, sale and investment in any Shares pursuant to a Proposal, Durise is not acting as your agent or fiduciary;
(c) Durise assumes no advisory or fiduciary responsibility in your favor in connection with the offer, sale and investment (directly or indirectly) in any Shares or in connection with any Proposal;
(d) Durise has not provided you with any legal, accounting, regulatory or tax advice with respect to the offer, sale and investment (directly or indirectly) in any Shares or in connection with any Proposal; and
(e) you have consulted your own legal, accounting, regulatory and tax advisers in respect of any offer, sale or investment hereunder.
Durise does not and will not at any time provide any financial, legal, tax or investment advice and nothing on the Website or in the information provided in connection with any Proposal will be construed or interpreted as financial, legal, tax or investment advice. You should consult with licensed financial, legal and tax professionals or advisors for any financial, legal or tax advice that you require. Durise is not a broker, dealer or underwriter in securities and will not represent, underwrite or sponsor any Proposal. Durise acts only as a platform provider and all services offered by Durise are intended to facilitate use of the Website and should not be construed in any other manner.
(a) Durise reserves the right to verify the accuracy and completeness of all information provided by Investors or in connection with Proposals. Durise also reserves the right to determine in its reasonable discretion whether a registered user is using, or has used, the Website illegally or in violation of any order, writ, injunction or decree of any court or governmental instrumentality, for purposes of fraud or deception, or otherwise in a manner inconsistent with the provisions of these Investor Terms and Conditions or inconsistent with any other Durise Terms and Conditions. Durise may conduct its review at any time - before, during or after the making of a Commitment in connection with a Proposal or before or after the Closing of any Proposal. You agree to respond promptly to Durise's requests for information in connection with your registration and accounts with Durise and your Commitments made in respect of any Proposal.
(b) At any time prior to the Closing of a Proposal, Durise may, in its sole discretion, delay the Closing in order to enable Durise to conduct a pre-closing review to verify the accuracy of any information by Investors or in respect of a Proposal and to determine whether there are any irregularities with respect to the Proposal or the Commitments made in respect of the Proposal. Durise may cancel or proceed with the Closing, depending on the results of its pre-closing review. If the Proposal is canceled, the Proposal will be removed from the Website, all Commitments made in respect of the Proposal will be canceled, and the related funds will be credited back to each Investor Account without interest.
(c) Notwithstanding the foregoing or anything to the contrary in these Investor Terms and Conditions, you acknowledge and agree that Durise has no obligation to check or verify any of the information included in any Proposal and shall have no liability for any false, misleading, deceptive or inaccurate material included in any Proposal. Durise shall further have no liability or responsibility in respect of any Proposal or Commitments made in connection with any Proposal that are not compliant with applicable laws.
DURISE DOES NOT WARRANT OR GUARANTEE ANY RETURN ON YOUR INVESTMENT IN ANY PROPOSAL THAT YOU COMMIT TO INVEST IN ON THE WEBSITE. DURISE DOES NOT WARRANT OR GUARANTEE THAT YOU WILL BE ABLE TO RECOUP ALL OR ANY PART OF THE PURCHASE PRICE FOR SUCH INVESTMENT, OR THAT YOU WILL EVER MAKE A PROFIT ON SUCH INVESTMENT.
Except as provided in clause 14(c) below, you are not authorized or permitted to use the Durise Website to make Commitments in respect of Proposals or investments for someone other than yourself. You must be the named account holder or beneficiary of the Investor Deposit Account you designate for electronic transfers of funds, with authority to direct that funds be transferred to or from that account. Durise may in its sole discretion, with or without cause and with or without notice, restrict your access to the Durise Website.
By making a Commitment in respect of any Proposal, you represent and warrant that you satisfy all applicable suitability requirements and other requirements to invest in that Proposal. You also agree to provide any additional documentation reasonably requested by us to confirm that you meet applicable suitability standards. However, it is your responsibility to ensure that you meet suitability standards and we will not be liable in the event that you are subsequently deemed not to.
You warrant and represent to Durise, as of the date of these Investor Terms and Conditions and as of any date that you make a Commitment in respect of any Proposal, that:
(a) You have the legal competence and capacity to execute and perform these Investor Terms and Conditions and that you have duly authorized, executed and delivered these Investor Terms and Conditions.
(b) In connection with these Investor Terms and Conditions you have complied in all material respects with applicable laws.
(c) If you are entering into these Investor Terms and Conditions on behalf of a corporation, partnership, limited liability company, trust, or other entity ("Institution"), you warrant and represent that:
Durise represents and warrants to you, as of the date of these Investor Terms and Conditions and as of any date that you commit to invest in Shares, that:
(a) it is duly incorporated and is validly existing as a Delaware LLC in good standing under the laws of the State of Delaware and has corporate power to enter into and perform its obligations under these Investor Terms and Conditions; and
(b) these Investor Terms and Conditions have been duly authorized and executed and when delivered by Durise will constitute the valid and binding agreement of Durise, enforceable against Durise in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar laws.
You agree that you will not do the following in connection with any Proposal, any Commitment made in respect of a Proposal, or any other transaction involving or potentially involving Durise or the Durise Website;
(a) represent yourself to any person, as a director, officer or employee of Durise unless you are such director, officer or employee;
(b) propose or agree to accept any fee, bonus, kickback or other thing of value of any kind in exchange for your agreement to invest in Shares on the Durise Website;
(c) engage in any activities that require a license under any applicable law or regulation in connection with any Proposal of Shares on the Durise Website; or
(d) violate any applicable laws, including, but not limited to, securities laws applicable in your jurisdiction, or in any jurisdiction in which Durise operates.
Durise may, in its sole discretion, with or without cause, terminate your registration and these Investor Terms and Conditions by giving you notice as provided below. In addition, upon our reasonable determination that you have violated the provisions of clause 16, have made a material misrepresentation in connection with these Investor Terms and Conditions or application to register as an Investor, or have otherwise failed to abide by the terms of these Investor Terms and Conditions, Durise may, in its sole discretion, immediately and without notice, take one or more of the following actions:
(a) Terminate or suspend your right to make Commitments in respect of Proposals or to otherwise use the Durise Website; or
(b) Terminate these Investor Terms and Conditions and your registration with Durise.
Upon termination of these Investor Terms and Conditions and your registration with Durise, any Commitments you have made shall terminate and will be cancelled immediately and funds returned, but your right under these Investor Terms and Conditions to interests in any Shares purchased prior to the effective date of the termination shall not be affected by the termination.
(i) resulting from any material breach of any obligation you undertake in these Investor Terms and Conditions, including but not limited to your obligation to comply with any applicable laws; or
(ii) resulting from your acts, omissions and representations (and those of your employees, agents or representatives) relating to Durise.
Your obligation to indemnify Durise shall survive termination of these Investor Terms and Conditions, regardless of the reason for termination.
We may change these Investor Terms and Conditions or the Durise Terms and Conditions at any time. When we do we will post the amended terms on the Website and notify you by email of material changes. Amended terms will take effect immediately for new registrants and 5 business days after posting for existing registrants. If you do not agree with any change that has been made you must terminate your registration and use of the Services prior to the end of this period as otherwise the amended terms will become effective and applicable to you. These Investor Terms and Conditions may not otherwise be amended except as approved (in writing or electronically) by you and us.
You authorise Durise to correct obvious clerical errors appearing in information you provide to Durise, without notice to you, although Durise expressly undertakes no obligation to identify or correct such errors.
These Investor Terms and Conditions, along with the Durise Terms and Conditions, represent the entire agreement between you and Durise regarding your participation as a prospective investor on the Durise Website, and supersede all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and Durise with respect to your involvement as a prospective investor on the Durise Website.
All notices and other communications hereunder shall be given by email to your registered email address or will be posted on the Website, and shall be deemed to have been duly given and effective upon transmission or posting. All notices, required disclosures and other communications to you from the administrator, the bank or other party in connection with our services will be transmitted to you by email to your registered e-mail address. You can contact us by sending an email to [●]. You also agree to notify us if your registered email address is changed, and you agree to update your registered residence address on the Website if you change your residence.
By entering into these Investor Terms and Conditions, you agree not to disclose, except on a confidential basis to your legal and financial advisers exclusively for the purpose of rendering professional advice to you, any information which you receive or have received from Durise or through the Website that relates to any Proposal ("Confidential Information"). You shall hold and maintain the Confidential Information in confidence. You shall not use for your own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit, any Confidential Information.
The term "Confidential Information" shall exclude any information that, at any given time:
(a) has been publicly disclosed by any third party through no fault of your own;
(b) you have received by some legitimate means other than from Durise or its representatives; or
(c) the issuer has authorized you in writing to disclose.
Durise neither represents, warrants, covenants, guarantees nor promises any specific results from the use of the Durise Website or related services, including that any Commitment made in respect of any Proposal will result in Closing of that Proposal or that the interests in Shares that are acquired pursuant to any Proposal will have any value. Furthermore, Durise does not provide any financial, legal, tax or investment advice and does not have any responsibility with regard to the content, accuracy or completeness of any information offered in connection with a Proposal or otherwise on the Website.
EXCEPT FOR THE REPRESENTATIONS CONTAINED IN THESE INVESTOR TERMS AND CONDITIONS, THE WEBSITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE DURISE SERVICES, AS WELL AS THE DURISE SERVICES THEMSELVES, ARE PROVIDED “AS IS” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT. THE INVESTOR ASSUMES TOTAL RESPONSIBILITY AND RISK FOR ITS USE OF THE WEBSITE AND THE RELATED SERVICES.
Durise will not be liable to the Investor for any action, including any fraud, misinformation or failure to achieve Closing in connection with any Proposal or any other action or wrongdoing engaged in by any third party.
The Investor understands that any and all decisions made with respect to Proposals are the Investor’s alone. Durise cannot and will not verify the accuracy of information provided in respect of Proposals or other users of the Website. Durise will not be responsible or have any duty or obligation or liability for
(a) any decisions or interactions resulting (directly or indirectly) from participation in the services offered on the Website; or
(b) any damages, costs, losses or expenses that any Investor incurs as a result (directly or indirectly) of making any Commitments in respect of any Proposal or purchasing any interests in Shares.
In addition, other than as explicitly agreed in these Investor Terms and Conditions, in no event will Durise be liable to the Investor for any direct or indirect damages, costs, losses or expenses, including any lost capital, lost profits or special, incidental, consequential or punitive damages arising from the Investor’s use of the Website or participation in any related services.
With respect to the Website and the related services, Durise assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications.
By using the Website and the related services, you agree to release Durise from any liability whatsoever other than as explicitly accepted by Durise in these Investor Terms and Conditions, and waive any and all causes of action related to any claims, costs, injuries losses or damages of any kind arising out of or in connection with any use of the Website or any content posted on the Website or transmitted to, or any interactions between, you and any third party user of the Website.
This limitation of liability and waiver shall be in addition to and shall not limit any other limitation of liability or waiver included in the Durise Terms and Conditions.
You may not assign, transfer, sublicense or otherwise delegate your rights under these Investor Terms and Conditions to another person without Durise's prior written consent. Any such assignment, transfer, sublicense or delegation in violation of this Section shall be null and void. These Investor Terms and Conditions shall be governed in all respects (including as to requirements of form) by the laws of the United States. You agree that any claim or dispute you may have against Durise must be resolved in the courts of the United States, although Durise reserves the right to bring proceedings against you for the breach of these Investor Terms and Conditions in your country of residence or any other relevant country.
Any waiver of a breach of any provision of these Investor Terms and Conditions will not be a waiver of any other subsequent breach. Failure or delay by either party to enforce any term or condition of these Investor Terms and Conditions will not constitute a waiver of such term or condition. If any part of these Investor Terms and Conditions is determined to be invalid or unenforceable under applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Investor Terms and Conditions shall continue in effect. The parties agree to execute and deliver such further documents and information as may be required in order to effectuate the purposes of these Investor Terms and Conditions.