Effective Date: September 2, 2025

Welcome to the investor portal of BMC Investments and BLDG II Management Co, LLC (“BMC Investments,” “we,” “our” or “us”). These Terms and Conditions (these "Terms") govern your access and use of: (1) the BMC Investments investor portal, made available by our third party partner, Agora, and any other websites owned or controlled by BMC Investments (now or in the future), including https://bmcinv.com (collectively, our "Websites"); and (2) any services we provide through our Websites (the “Services”) (collectively, our Websites and the Services are referred to herein as the “Investor Portal”).

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING, USING, OR REGISTERING TO USE THE INVESTOR PORTAL, you agree to be legally bound by THESE TERMS and any additional TERMS OR OTHER RULES governing access to or use of the Investor Portal, including, but not limited to, any applicable agreement between you and BMC INVESTMENTS, as well as any terms OR OTHER RULES imposed by our third party suppliers and other business partners (COLLECTIVELY, the “Rules”). If you do not ACCEPT THESE TERMS, DO NOT ACCESS, USE, or register to use the investor portal.

THESE TERMS CONTAIN A MANDATORY MUTUAL ARBITRATION AGREEMENT (THE “ARBITRATION AGREEMENT”). UNDER THE ARBITRATION AGREEMENT, YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND BMC INVESTMENTS (EXCLUDING CERTAIN TYPES OF DISPUTES IDENTIFIED IN THE ARBITRATION AGREEMENT) WILL BE RESOLVED THROUGH BINDING ARBITRATION ON AN INDIVIDUAL BASIS. YOU UNDERSTAND THAT YOU ARE GIVING UP THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION OR MASS ARBITRATION, THE RIGHT TO A COURT PROCEEDING, AND THE RIGHT TO A JURY TRIAL.

1.      Securities Offerings; No Professional Advice Provided

a.     Securities Sold Through Private Placements. The securities offered on the Investor Portal have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptive provisions of Section 4(2) of the Securities Act, Rule 506(c) of Regulation D, and/or Regulation S, promulgated thereunder. Securities sold through private placements are restricted and not publicly tradeable, 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 the Investor Portal.

b.     Registration Status. BMC Investments is not a registered broker-dealer, funding portal, or investment advisor and does not conduct any activity that would require registration as such.

c.     Limits on Availability of Content. Those portions of the Investor Portal that relate to current investment opportunities or to making investments offered therein are available only to certain qualified, registered and authorized users. Therefore, such portions may not be available in all jurisdictions.

d.     No Professional Advice. Investment overviews on the Investor Portal 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 Investor Portal has been prepared by BMC Investments without reference to any particular investment requirements or financial situation. Investing in real estate assets and real estate investment companies involves significant risks, including the risk of losing your entire principal amount. You should only invest as much as you are willing to lose. Potential investors should consult with their own professional tax, legal, and financial advisors before making any investment. Past performance is not indicative of future results.

2.      Eligibility

a.     Age Requirement. By accessing, using, or registering to use the Investor Portal, you represent and warrant that you are at least 18 years old and are lawfully able to enter into and agree to the Agreement.

b.     Accredited Investors. For persons residing in the United States, only “accredited investors,” as defined in Rule 501 of Regulation D of the Securities Act, with a valid username and password, are authorized to access those portions of the Investor Portal that relate to current investment opportunities or to making investments offered therein (such persons being referred to as "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 a reasonable expectation of a similarly qualifying income during the current year. Prior to making any investment through the Investor Portal, you will be required to provide supporting documents proving that you are an Accredited Investor. Alternatively, you may use one of our third-party verification providers. Your failure to provide any information and documentation requested to confirm your status as an Accredited Investor will be cause for us to terminate your access to the Investor Portal.

c.     Beneficial Ownership Limits. You may not become a beneficial owner of 20% or more of any issuer's outstanding voting equity securities (an "Issuer Covered Person") without becoming subject to certain "bad actor" disqualifying events described in Rule 506(d) of Regulation D (a "Disqualifying Event"). You represent that you are not subject to a Disqualifying Event and that you will promptly notify us in writing should any Disqualifying Events be applicable to you. To the extent you are subject to a Disqualifying Event, we reserve the right to cancel your investment and return any funds held in escrow or otherwise paid or submitted by you.

3.      Conflicts

In the event of any conflict between these Terms and the Rules, these Terms shall control unless expressly stated to the contrary. In the event any other terms and conditions are presented on any of our Websites, the terms and conditions with the most recent effective date shall control. Without limiting the foregoing, if you have an Investor Portal account, the most current version of these Terms is available in the Documents section of the Investor Portal.

4.      Changes to Terms

We may revise and update these Terms and the Rules (unless expressly stated otherwise in the applicable Rules) in our sole discretion. We will post the revised versions of these Terms and applicable Rules in the Investor Portal. All changes are effective immediately when we post them. By continuing to access or use the Investor Portal, you agree that you accept those changes. We will take reasonable efforts to provide notice of material changes to these Terms and the Rules, which may include posting a notice on our Websites or sending notices via email or through another means of communication.

5.      Cookies, Pixels, Session Replay and Other Tracking Technologies (AdTech)

WE USE COOKIES, PIXELS, AND OTHER TRACKING TECHNOLOGIES (“ADTECH”) ON OUR WEBSITES. WE USE ADTECH TO COLLECT AND PERFORM DATA ANALYTICS, AND TO RECORD HOW YOU INTERACT WITH OUR WEBSITES AND THE CONTENT. BY VISITING AND USING OUR WEBSITES, YOU ARE CONSENTING TO OUR USE OF ADTECH AND UNDERSTAND AND AGREE THAT WE MAY SHARE PERSONAL INFORMATION ABOUT YOU THAT WE COLLECT THROUGH ADTECH WITH OUR THIRD PARTY ANALYTICS PARTNERS.

FOR MORE INFORMATION ABOUT HOW WE USE ADTECH, PLEASE SEE OUR PRIVACY POLICY.

6.      Acceptable Use

As applicable, you are authorized to access, use, and register to use the Investor Portal for the sole purposes of viewing and using the Content, Services, features, and functionalities available on or through the Investor Portal on your computer or device. If you fail to abide by these Terms or the applicable Rules, we reserve the right to terminate your access to the Investor Portal and we may pursue legal actions, including, without limitation, to protect our intellectual property rights or the intellectual property rights of others. Without limiting anything in these Terms or the applicable Rules, your access and use of the Investor Portal must comply with the following:

a.     No Violation of Applicable Laws. You are prohibited from accessing or using the Investor Portal for any illegal or unauthorized purpose. You must comply with all laws, rules, and regulations applicable to your access to and use of the Investor Portal, including, but not limited to, copyright laws.

b.     No Copying or Republication. You are prohibited from decompiling, disassembling, renting, leasing, loaning, selling, sublicensing, or creating derivative works from the Investor Portal or any Content thereon.

c.     No Unauthorized Sharing. You are prohibited from using any information provided or shared with you from another user or account owner for any purposes except in connection with your use of the Investor Portal, unless you have otherwise obtained permission for such use from the owner of such information.

d.     No Scraping. You are prohibited from using any robot, spider, or other automatic device or manual process to scrape, monitor, mine, retrieve, or copy the Investor Portal or its Content without our prior written permission.

e.     No Linking or Framing. You are prohibited from linking or framing any portion of the Investor Portal or any of its Content except as may be specifically authorized by BMC Investments in advance and in writing.

f.       Limits on User Content. You agree not to submit any User Content that is harassing, defamatory, threatening, disparaging, inflammatory, false, misleading, deceptive, fraudulent, inaccurate or unfair, contains gross exaggerations or unsubstantiated claims, violates the privacy rights or right of publicity of any third-party, is harmful or offensive to any individual or community, contains any actionable statement, tends to mislead or reflect unfairly on any other person, business or entity or contains copyrighted content without the express permission of the owner of the copyrights in the content.

g.      Protection of Intellectual Property Rights. You are prohibited from violating the intellectual property rights of any person or entity through or in connection with your access to or use of the Investor portal or its Content on in providing any User Content.

h.     No Use With AI. You are prohibited from using or incorporating all or any portion of the Investor Portal or its Content into any large language learning model, algorithmic software program, data set, AI Model or generative AI tool, including, but not limited to, training or using the Content in developing or operating any AI technologies for automated decision making.

i.        Protection of Personal Information. You are prohibited from disclosing any personal information or likeness of another individual without that person’s prior written consent. You are also prohibited from posting any personal information or likeness of a minor.

j.        No Harmful Behavior. You are prohibited from: (1) submitting inaccurate information via the Investor Portal or your Account, commit fraud, or falsify information through or in connection with your access to or use of the investor Portal or your Account, or act maliciously against the business interests or reputation of BMC Investments, its employees, its investors, or its customers; (2) interfering with another person’s or entity’s use or enjoyment of the Investor Portal; and (3) using the Investor Portal or submitting User Content to promote a cause or movement, whether political, religious, or otherwise, or using the Investor Portal for chain letters or texts, junk mail, spamming, or using distribution lists.

k.      No Impersonation. You are prohibited from impersonating or attempting to impersonate another user or person when accessing or using the Investor Portal.

l.       No Commercialization. You are prohibited from advertising, promoting, or offering to trade any goods or services through or in connection with your access to or use of the Investor Portal, or use the Investor Portal to create a competing website or business.

m.   No Assignment. You are prohibited from assigning, selling, or otherwise transferring your Account.

n.     No Interference with the Operation of the Investor Portal. You are prohibited from engaging in activities designed to disable, damage, or change the functionality or appearance of the investor Portal, to render the Investor Porta inoperable or make it more difficult to use. You are further prohibited from accessing or using the Investor Portal to access or attempt to access our network or infrastructure, another Account, or engage in any other unauthorized access to the Investor Portal.

7.      Confidentiality

a.     No Disclosure. Should you receive information from or on behalf of BMC Investments, including, but not limited to, through or in connection with your access to and use of the Investor Portal, with respect to any investment activity, you may not further disclose or otherwise provide such information to another party.

b.     Review. You are entrusted with any information you receive from or on behalf of BMC Investments or other investors with respect to any investment activity through or in connection with the Investor Portal. You acknowledge and agree to keep such information confidential. To the extent you opt not to review such confidential documents about potential investments, you acknowledge and agree that you assume the risk that such additional information may be relevant to your decision to invest in a particular investment opportunity, and you knowingly accept the risks of not reviewing such information.

c.     Disclosure of Account Information and Usage History. Without limiting anything in these Terms or the applicable Rules, you agree that BMC Investments, at its sole discretion and to the extent permitted by law, may access, read, preserve and disclose your account information, usage history and User Content in order to: (1) comply with any applicable law, regulation, legal process, or governmental request; (2) respond to claims that any of your User Content violates the rights of third parties, including intellectual property rights; (3) enforce these Terms and the applicable Rules and investigate potential violations thereof; (4) detect, prevent, or otherwise address fraud, security, or technical issues; (5) respond to your requests for customer service; or (6) protect the rights, property, or personal safety of BMC Investments, users of the Investor Portal, or the public.

8.      Your Account

a.     Accounts Required. To access certain areas of the Investor Portal, you may be required to create a user account or use an existing account (“Account”). You acknowledge that your Account is personal to you and agree not to provide any other person with access to the Investor Portal or portions thereof and not to share your username, password, or other security information.

b.     Existing Investors. If you are an existing BMC Investment investor, for your convenience, we have created an Account for you in the Investor Portal based on our information for you that is on file. You are responsible for reviewing all information about you or your investment entities in your Account the first time that you login to the Investor Portal and for immediately updating that information if it is outdated or otherwise incorrect. 

c.     Accuracy. You must provide true, accurate, current, and complete information about you and/or your investment entities as may be prompted by any registration forms. If any information that you have provided to BMC Investments changes, you must promptly update the relevant registration information.

d.     Confidentiality Obligations. You are responsible for maintaining the confidentiality of your account username and password. BMC Investments has the right to assume that anyone accessing the Investor Portal using a valid password associated with your Account has the right to do so. You will be solely responsible for the activities of anyone who accesses the Investor Portal using a valid password associated with your Account, even if the individual is not in fact authorized by you. You agree to take reasonable steps to prevent others from obtaining your Account access information and to immediately change your username and password should you learn that these credentials have been lost or stolen and to promptly notify BMC Investments of any unauthorized access to your Account or any need to update or remove access for any of your employees or agents.

e.     Our Rights to Disable. We have the right, but not the obligation, to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including, without limitation, if, in our opinion, you have violated any provision of these Terms or the applicable Rules.

9.      Account Termination

a.     Cancellation by You. Subject to restrictions and other obligations set forth in these Terms and the applicable Rules, you may, as applicable, withdraw your registration, unsubscribe and/or close your Account at any time by providing written notice to BMC Investments using any contact method in the Contact Us section of these Terms and following the instructions we provide. If you withdraw your registration, unsubscribe and/or close your Account, these Terms will be terminated and your rights to access or use the Investor Portal shall immediately terminate. Any User Content you have Submitted through or in connection with your access to or use of the Investor Portal may remain in our archives and continue to be accessible by other users. We have no obligation to return any User Content you have Submitted.

b.     Suspension or Termination by BMC Investments. In addition to, and not in lieu of, any of our other rights set forth in these Terms or the applicable Rules, we reserve the right, with or without notice and in our sole discretion, to, as applicable, terminate or suspend these Terms, your registration, subscription, and/or Account and/or your ability to access or use the Investor Portal for any reason, including, without limitation, for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms or the applicable Rules, or in the case of any activity by you that may harm us or other users, including, but not limited to, fraud, abuse of privileges or misuse of the Investor Portal. You agree that we will not be liable to you or any third party for any such termination or suspension. If we exercise our termination rights available under these Terms, your rights to access and use the Investor Portal shall immediately terminate and you must discontinue your access to and use of the Investor Portal.

c.     Fraudulent Activity. If we suspect that you are engaging in any fraudulent, abusive or illegal activity, we may refer such matter to appropriate law enforcement authorities.

d.     Survival. The provisions of these Terms, which by their nature are intended to survive the termination or cancellation of these Terms, shall continue as valid and enforceable obligations notwithstanding any such termination or cancellation. Without limiting the foregoing, the provisions of these Terms regarding indemnity, limitations of liability and dispute resolution shall survive the termination or cancellation of these Terms.

10.  User Content

a.     Submission and License to User Content. We may provide you with the opportunity to upload, import into, or create (collectively, “Submit”) text, information, communications, or other materials, such as audio files, video files, or images (collectively, “User Content”). By Submitting User Content through or in connection with your access to or use of the Investor Portal, you grant BMC Investments a non-exclusive, perpetual, worldwide, royalty-free, transferrable, sublicensable, worldwide, irrevocable license to use, transmit, reproduce, commercialize, distribute, modify, create derivative works from, and otherwise exploit such User Content (including any related intellectual property rights thereto) for any and all purposes. You agree that we are not required to provide you or any other person or entity, except as otherwise expressly provided herein, with further notice, attribution, or payment arising out of our use of any User Content. You also agree that the foregoing licenses provides BMC Investments the right to use User Content to provide, improve, and develop the Investor Portal and other products and services.

b.     User Content Representations and Warranties. When you Submit User Content, you represent and warrant to us that: (1) you own or have the necessary rights to use and share the User Content; (2) Submitting the User Content does not violate any right of any person or entity; and (3) you have no agreement with or obligations to any third party that would prohibit you from Submitting such User Content or otherwise accessing or using the Investor Portal in the manner so accessed or used.

c.     Removal. You agree that we have the right (but not the obligation) to remove User Content at any time.

11.  Feedback and Suggestions

We are always pleased to receive input from our uses and welcome your comments and feedback. If you provide BMC Investments any suggestions, recommended changes, comments, questions, or the like regarding the Investor Portal or any of our business operations (“Feedback”), BMC Investments is free to use the Feedback for any lawful purpose, without any attribution or compensation.

12.  Intellectual Property

All data, information, text, graphics, names, design, photographs, videos, news, reports, logos, product and service names, slogans, and other materials on the Investor Portal as well as the layout and look and feel of the Investor Portal (collectively, “Content”) is the sole and exclusive property of BMC Investments and/or its licensors, as applicable, and are protected by United States and international copyright, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms permit you to access and use the Investor Portal for your personal, non-commercial use only. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Investor Portal in breach of these Terms or the applicable Rules, your right to use our Site will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Investor Portal or its Content is transferred to you, and all rights not expressly granted are reserved by BMC Investments. Any use of the Investor Portal not expressly permitted by these Terms or the applicable Rules is a breach of these Terms and the applicable Rules and may violate copyright, trademark, and other laws.

13.  Privacy Policy

We may collect certain Personal Information from or about you, including when you access or use the Investor Portal or otherwise interact with us. To learn more about how we collect, use, disclose, and secure Personal Information and to learn how to make choices regarding certain Personal Information collection and processing activities, please see our Privacy Policy.

14.  Disclaimers

a.     No Warranties. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE INVESTOR PORTAL, INCLUDING, BUT NOT LIMITED TO, ANY CONTENT, INFORMATION, INVESTMENT OPPORTUNITY, OR SERVICES AVAILABLE ON OR PROMOTED THROUGH THE INVESTOR PORTAL. ALL CONTENT, INFORMATION, INVESTMENT OPPORTUNITIES, AND SERVICES AVAILABLE ON OR PROMOTED THROUGH THE INVESTOR PORTAL ARE PROVIDED ON AN “AS IS" AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, BMC INVESTMENTS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE INVESTOR PORTAL, INCLUDING, BUT NOT LIMITED TO ANY CONTENT, INFORMATION, INVESTMENT OPPORTUNITY, OR SERVICES AVAILABLE ON OR PROMOTED THROUGH THE INVESTOR PORTAL. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BMC INVESTMENTS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED: (1) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (2) ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE; (3) RELATING TO THE SECURITY OF THE INVESTOR PORTAL; (4) THAT THE CONTENT OF THE INVESTOR PORTAL IS ACCURATE, COMPLETE, CURRENT, OR RELIABLE; (5) THAT THE INVESTOR PORTAL WILL MEET YOUR OR ANY THIRD PARTY’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS; AND (6) THAT THE INVESTOR PORTAL WILL OPERATE WITHOUT INTERRUPTION OR ERROR.

b.     Malicious Code. WE DO NOT ASSUME ANY RESPONSIBILITY FOR, AND SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY OR ARISING OUT OF, ANY VIRUSES OR OTHER HARMFUL OR MALICIOUS CODE THAT MAY INFECT OR AFFECT YOUR COMPUTER, DEVICE, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO OR USE OF THE INVESTOR PORTAL, LINKING TO A THIRD PARTY SITE, OR YOUR DOWNLOADING OF ANY CONTENT OR OTHER MATERIALS OR INFORMATION FROM THE INVESTOR PORTAL. WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FRO THE UNLAWFUL, MALICIOUS, NEGLIGENT, OR WRONGFUL CONDUCT OF THIRD PARTIES.

THE FOREGOING DOES NOT AFFECT ANY REPRESENTATIONS OR WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

15.  Indemnity

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD BMC INVESTMENTS, ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS AND AGENTS (COLLECTIVELY, THE "RELEASED PARTIES") HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR ACCESS TO OR USE OF THE INVESTOR PORTAL, YOUR VIOLATION OF THESE RULES OR ANY APPLICABLE RULES, OR YOUR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON OR ENTITY.

16.  Limitations of Liability

a.     Maximum Liability. EXCEPT AS OTHERWISE SET FORTH IN THE APPLICABLE RULES AND WITHOUT LIMITING ANYTHING SET FORTH IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RELEASED PARTIES’ ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, WITH RESPECT TO YOUR ACCESS TO AND USE OF THE INVESTOR PORTAL SHALL BE THE AMOUNT OF $100.

b.     No Liability for Indirect Damages. IN NO EVENT WILL ANY RELEASED PARTY BE LIABLE FOR ANY INDIRECT, INDICENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR ACCESS TO AND USE OF THE INVESTOR PORTAL OR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR ACCESS TO OR USE OF OUR PLATFORM. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE RELEASED PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

c.     Exceptions. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION DO NOT APPLY TO DAMAGES ARISING FROM OUR INTENTIONAL, WILLFUL, OR RECKLESS MISCONDUCT. NOTHING IN THESE TERMS PURPORTS TO EXCLUDE ATTORNEYS’ FEES OR DAMAGES WHERE MANDATED BY STATUTE.

17.  DMCA Notice

a.     DMCA Policy. BMC Investments respects the intellectual property rights of others. You must ensure that your User Content does not infringe any third party’s copyright. We will remove any User Content and other materials on the Investor Portal in accordance with the Digital Millennium Copyright Act (“DMCA”) upon receipt of proper notices that User Content or other materials on the Investor Portal infringe a third party’s copyright. Additionally, subject to Section 17.d below, we will terminate your Account if you are a repeat infringer.

b.     Notice of Infringement. If you are a copyright owner or an agent thereof and believe that any User Content or other materials on the Investor Portal infringes your copyrights, you may submit a notification pursuant to the DMCA to the address provided below. Such notification must contain the following:

1.      a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

2.      identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

3.      identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit BMC Investments to locate the material on the Investor Portal;

4.      information reasonably sufficient to permit BMC Investments to contact you, such as an address, telephone number, and, if available, an email address;

5.      a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

6.      a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

BMC Investments may disclose DMCA notices to affected users and third party databases that collection information about copyright notices.

c.     Counter Notifications. If your User Content is removed pursuant to a notice of copyright infringement and you want to challenge the removal, you must provide us a counter notification to the address provided below. Such counter-notification must contain the following:

1.      information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;

2.      a description of the material that was removed and where the material previously appeared on the Investor Portal reasonably sufficient to permit us to identify the material;

3.      a statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;

4.      statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or, if your address is outside the United States, any judicial district in which BMC Investments may be found (the United States District Court for the District of Colorado) and that you will accept service of process from the person who provided the original DMCA notice or an agent of that person; and

5.      your physical or electronic signature.

We will forward any complete counter-notification to the person who provided the initial DMCA notice. The copyright owner(s) may elect to file a lawsuit against you for copyright infringement. If we do not receive notice that such a lawsuit has been filed within ten (10) business days after we provide notice of your counter-notification, we may, but are not obligated to, restore your User Content and other materials. Until that time, your User Content and other materials will remain removed.

d.     Repeat Infringers. Without limiting anything else in these Terms or the applicable Rules, we will terminate your Account if you receive three (3) DMCA Takedown Actions. A “DMCA Takedown Action” occurs each time your User Content or other materials are removed due to a DMCA notice. We may group multiple DMCA notices received in a short period of time as a single DMCA Takedown Action. We may remove a DMCA Takedown Action in appropriate circumstances, such as where: (1) the material is restored due to a DMCA counter-notification; or (2) the party who provided the DMCA notice withdraws their complaint.

e.     Address for Notices. DMCA notices and counter notifications may be sent to our designated copyright agent via email to investors@bmcinv.com (subject line: “DMCA Takedown Notice”).

18.  Third Party Websites

Solely for your convenience, the Investor Portal may include links to websites and other online resources operated or provided by third parties. These links are provided for your convenience only. We have no control over the content of those websites or resources. We are not responsible for examining or evaluating the content or accuracy of, and does not warrant or endorse, any third-party website, resource, or any programs, products, or services made available through those websites or resources. If you decide to access any of the third-party websites that are linked to the Investor Portal, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

19.  Your Consent to Electronic Transactions & Disclosures

a.      Consent to Electronic Disclosures. As part of doing business with BMC Investments, you consent to our provision of certain disclosures electronically, either via the Investor Portal or to the email address you provide to us. You further agree to receiving electronically all documents, communications, notices, contracts, and agreements, including any IRS tax forms, schedules or information statements, arising from, in connection with or relating to your registration as an investor on the Investor Portal, any investments you may make, your use of the Investor Portal, and the servicing of any investment you may make (each, a "Disclosure"), from BMC Investments or any service provider we may use. The decision to do business with BMC Investments electronically is yours. You agree that these Terms sufficiently inform you of your rights concerning Disclosures.

b.      Scope of Consent. Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transaction to which such Disclosures relate. Your consent will remain in effect for as long as you have an Account for the Investor Portal.

20.  Termination

a.     Right to Terminate. Notwithstanding anything in these Terms, BMC Investments reserves the right, without notice and in its sole discretion, to terminate these Terms and/or your Account, to block your access to and use of the Investor Portal, and/or to remove any Content. Further, BMC Investments may also, in its sole discretion and at any time, discontinue providing the Investor Portal, or any part thereof, with or without notice.

b.     Effects of Termination. You agree that BMC Investments will not be liable to you or any third party for any termination of your access to or use of the Investor Portal. Upon termination of these Terms for any reason, all rights to the Investor Portal granted by the Company to you will immediately cease to exist and you shall discontinue all use of the Investor Portal.

c.     Fraudulent Activity. If we suspect that you are engaging in any fraudulent, abusive, or illegal activity, we may refer such matter to appropriate law enforcement authorities. 

d.     Survival. The provisions of these Terms which by their nature or intended to survive the termination or cancellation of these Terms shall continue as valid and enforceable obligations notwithstanding any such termination or cancellation. Without limiting the foregoing, the following provisions of these Terms shall survive the termination or cancellation of these Terms for any reason: (1) Section 7 (Confidentiality); (2) Section 10 (User Content); (3) Section 12 (Intellectual Property); (4) Section 14 (Disclaimers); (5) Section 15 (Indemnity); (6) Section 16 (Limitations of Liability); (7) Section 20 (Termination); and (8) Section 21 (Dispute Resolution).

21.  Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER.

a.     Waiver of Rights. YOU AGREE THAT BY ACCESSING, USING, OR REGISTERING TO USE THE INVESTOR PORTAL, YOU ARE WAIVING THE RIGHT TO A COURT OR JURY TRIAL AND THE RIGHT TO PARTICIPATE IN CLASS ACTION OR ARBITRATION.

b.     Informal Dispute Resolution. We prefer to resolve any dispute that may arise under these Terms in an amicable fashion and encourage you to communicate any concerns to us at the address provided at the end of these Terms.

c.     Agreement to Arbitrate.

1.      YOU AGREE THAT ANY AND ALL CLAIMS AND DISPUTES ARISING FROM OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THESE TERMS OR YOUR ACCESS TO OR USE OF THE INVESTOR PORTAL SHALL BE FINALLY SETTLED AND RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AS DESCRIBED IN THIS SECTION.

2.      You and BMC Investments agree that the following disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any disputes seeking to enforce or protect, or concerning the validity of intellectual property rights; (2) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (3) any claim for injunctive relief. If this section is found to be illegal or unenforceable then neither you nor BMC Investments will elect to arbitrate any dispute falling within that portion of this section found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction below, and you and BMC Investments agree to submit to the personal jurisdiction of that court.

3.      This agreement to arbitrate involves interstate commerce, and, therefore, shall be governed by the Federal Arbitration Act, 9 U.S.C. 1-16 (“FAA”), and not by state law.

4.      This agreement to arbitrate is intended to be interpreted broadly pursuant to the FAA.

5.      THE ARBITRATION WILL BE GOVERNED BY THE COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), AS MODIFIED BY THIS SECTION.

6.      For any claim where the total amount of the award sought is $10,000 or less, you must abide by the following rules: (1) the arbitration shall be conducted solely based on telephone or online appearances and/or written submissions and (2) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) will take place in the federal courts of the United States or the courts of the State of Colorado in each case located in the City and County of Denver, Colorado.

7.      The arbitrator is bound by this agreement to arbitrate. You acknowledge and agree that, in any arbitration proceeding, no depositions will be taken, and all other forms of discovery of facts will be limited to those things that the arbitrator determines to be necessary. Further, in any arbitration proceeding: (1) there shall be no punitive, exemplary, incidental, or consequential or other special damages; (2) all damages, claims, and awards will be governed by Colorado law; and (3) the parties will conduct the arbitration confidentially and expeditiously and will pay their own costs and expenses of arbitration, including their own attorney fees. If you prove that you are unable to afford the AAA fee, you agree to notify all persons against whom you have an arbitrable claim and give such persons the opportunity, individually and as a group, to pay such fee. The proceeding and the decision shall be kept confidential by the parties.

8.      The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

9.      THE ARBITRATOR’S RULING IS BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION, OR APPLICATION MAY BE MADE TO SUCH COURT FOR JUDICIAL ACCEPTANCE OF ANY AWARD AND AN ORDER OF ENFORCEMENT, AS THE CASE MAY BE.

10.  UNLESS YOU OPT OUT OF THIS AGREEMENT TO ARBITRATE IN ACCORDANCE WITH SECTION 21.f, THIS AGREEMENT TO ARBITRATE WILL SURVIVE TERMINATION OF YOUR ACCESS TO OR USE OF THE INVESTOR PORTAL AND YOUR RELATIONSHIP WITH THE RELEASED PARTIES.

11.  ALL CHALLENGES TO THE VALIDITY AND APPLICABILITY OF THIS AGREEMENT TO ARBITRATE (i.e., WHETHER A PARTICULAR CLAIM OR DISPUTE IS SUBJECT TO ARBITRATION) SHALL BE DETERMINED BY THE ARBITRATOR.

d.     Information About Arbitration. Information on AAA and how to start arbitration can be found at www.adr.org. There is no judge or jury in arbitration. Arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited. You will not be able to have a court or jury trial or participate in a class action or class arbitration. Any dispute shall be arbitrated on an individual basis, and not as a class action, representative action, class arbitration, or similar proceeding. The arbitrator may not consolidate the claims of multiple parties.

e.     Challenges to Validity of Agreement to Arbitrate. YOU AGREE THAT ALL CHALLENGES TO THE VALIDITY AND APPLICABILITY OF THIS AGREEMENT TO ARBITRATE (i.e., WHETHER A PARTICULAR CLAIM OR DISPUTE IS SUBJECT TO ARBITRATION) SHALL BE DETERMINED BY THE ARBITRATOR. NOTWITHSTANDING ANY PROVISION IN THESE TERMS OR THE APPLICABLE RULES TO THE CONTRARY, IF THE CLASS ACTION WAIVER ABOVE IS DEEMED INVALID OR UNENFORCEABLE, YOU AGREE THE YOU SHALL NOT SEEK TO, AND WAIVE ANY RIGHT TO, ARBITRATE CLASS OR COLLECTIVE CLAIMS.

f.       Opt-Out of Agreement to Arbitrate. IF YOU WISH TO OPT OUT OF THE AGREEMENT TO ARBITRATE, WITHIN 45 DAYS OF THE EFFECTIVE DATE OF THESE TERMS OR WHEN YOU FIRST YOU OUR SITE, WHICHEVER IS LATER, YOU MUST SEND US A LETTER STATING: “REQUEST TO OPT-OUT OF AGREEMENT TO ARBITRATE” TO:

BMC Investments

205 Detroit Street, Suite 400

Denver, Colorado 80206.

g.      Venue for Litigation. If the arbitration provisions above are unenforceable in whole or in part, any subsequent legal suit, action, or proceeding shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado in each case located in City and County of Denver, Colorado.

22.  Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule.

23.  Additional Terms

a.     Severability. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, any warranty disclaimers and limitations of liability set forth above, 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 applicable Terms shall continue in effect.

b.     Waivers. Our failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision.

c.     Admissibility of Terms. A printed version of these Terms and of any notice given in electronic form shall be admissible in arbitration, judicial, or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

d.     Assignment. We reserve the right to transfer, assign, sublicense, or pledge these Terms, in whole or in part, to any person without notice, provided that any such assignment will be on the same terms or terms that are no less advantageous to you. You may not assign, sublicense, or otherwise transfer any of your rights or obligations under these Terms.

e.     Headings. The section headings and sub-headings contained in these Terms are for convenience only and have no legal or contractual effect.

24.  Contact Us

If you have any questions or concerns about the Investor Portal, any of our Services or this Agreement, please email us at investors@bmcinv.com.