Terms

01Acceptance of Terms

By creating an account or accessing the Offmkt platform (“Platform”), operated by Offmkt LLC, a Florida limited liability company (“Offmkt,” “we,” “us,” “our”), you (“Member,” “you,” “your”) agree to be bound by these Terms of Service (“Terms”), our Privacy Policy, and our Acceptable Use Policy. If you do not agree, do not access or use the Platform.

02Eligibility

The Platform is available only to:

• (a)Individuals at least 18 years old;
• (b)Licensed real estate professionals in good standing with the appropriate regulatory authority in their jurisdiction; OR
• (c)Vetted commercial principals approved by Offmkt at its sole discretion.

You represent and warrant that all information you provide during registration is accurate, current, and complete, and you agree to keep it updated. Offmkt may verify your eligibility at any time and may suspend or terminate your account if you no longer qualify.

03The Platform's Role

Offmkt provides a private digital platform where vetted Members may share, discover, and discuss off-market real estate opportunities. Offmkt is NOT a real estate brokerage, agent, advisor, or fiduciary. Specifically:

• Offmkt does NOT represent buyers, sellers, landlords, or tenants;
• Offmkt does NOT participate in negotiations between Members or their clients;
• Offmkt does NOT receive any commission, transaction fee, or compensation tied to any real estate transaction;
• Offmkt's compensation is limited solely to the flat subscription fees paid by Members;
• All transactions between Members or their clients occur outside the Platform, governed entirely by separate agreements between those parties.

Members are solely responsible for compliance with all applicable real estate laws, regulations, and licensing requirements in their jurisdictions.

04Account Registration and Approval

Membership is by application only. Offmkt reviews each application and may approve or deny it at its sole discretion. Offmkt may revoke approved status at any time for any reason, including but not limited to:

• Violation of these Terms or any other Offmkt policy;
• Loss of professional licensing or good standing;
• Member conduct that Offmkt deems harmful to the community.

05Subscription and Payment

Membership requires a paid subscription. Current subscription pricing is displayed on the Platform and may be changed by Offmkt with 30 days' notice to existing Members. Subscriptions are billed in advance and are non-refundable except where required by law. By providing payment information, you authorize Offmkt to charge the applicable fees through our payment processor.

You may cancel your subscription at any time; cancellation takes effect at the end of your current billing period. Offmkt may suspend or terminate access for non-payment.

06Member Content

Members may upload, post, or otherwise submit content to the Platform, including but not limited to property listings, photographs, descriptions, and messages (“Member Content”).

You retain ownership of your Member Content. By submitting Member Content to the Platform, you grant Offmkt a worldwide, non-exclusive, royalty-free license to host, display, and distribute that Member Content for the purpose of operating the Platform.

You represent and warrant that:

• (a)You own or have the right to share all Member Content you submit;
• (b)The Member Content does not violate any third party's rights (including intellectual property, privacy, or publicity rights);
• (c)The Member Content is accurate to the best of your knowledge;
• (d)The Member Content complies with all applicable laws, including fair housing laws and any disclosures required by your professional license.

Offmkt does not verify, endorse, or guarantee the accuracy of any Member Content. Members rely on Member Content at their own risk.

07Off-Market Confidentiality

A core value of the Platform is the confidential, member-only nature of listings. By becoming a Member, you agree:

• (a)Not to share, republish, or disclose any listing or content from the Platform to non-Members without the express written permission of the original posting Member;
• (b)Not to scrape, crawl, copy, or otherwise extract content from the Platform for redistribution;
• (c)Not to use the Platform to facilitate public marketing of listings designated as off-market.

Violations of this section may result in immediate account termination and may form the basis for legal action by Offmkt or the affected Member.

08Prohibited Conduct

You agree not to (and not to allow any third party to):

• (a)Violate any applicable law, regulation, or professional code of conduct;
• (b)Post inaccurate, fraudulent, or misleading content;
• (c)Discriminate or facilitate discrimination based on race, color, religion, sex, disability, familial status, national origin, sexual orientation, gender identity, or any other characteristic protected under the Fair Housing Act or applicable law;
• (d)Impersonate any person or entity, or misrepresent your professional credentials;
• (e)Harass, abuse, or threaten any other Member;
• (f)Interfere with the technical operation of the Platform;
• (g)Use the Platform to send unsolicited communications, spam, or marketing material;
• (h)Engage in any activity prohibited by our Acceptable Use Policy.

09Termination

Offmkt may suspend or terminate your access to the Platform at any time, with or without notice, for any reason. Upon termination, your right to access the Platform immediately ceases. Sections that by their nature should survive termination shall survive, including disclaimers, limitations of liability, indemnification, and governing law.

10Disclaimer of Warranties

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. OFFMKT MAKES NO REPRESENTATION AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY MEMBER CONTENT OR THIRD-PARTY INFORMATION DISPLAYED ON THE PLATFORM.

11Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, OFFMKT AND ITS OFFICERS, MEMBERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUES, LOST DATA, OR LOST OPPORTUNITIES, ARISING FROM OR RELATING TO YOUR USE OF THE PLATFORM, ANY MEMBER CONTENT, OR ANY TRANSACTION INITIATED THROUGH OR INFORMED BY THE PLATFORM, WHETHER UNDER CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

IN NO EVENT SHALL OFFMKT'S TOTAL CUMULATIVE LIABILITY TO YOU EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID OFFMKT IN SUBSCRIPTION FEES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

12Indemnification

You agree to indemnify, defend, and hold harmless Offmkt and its officers, members, employees, agents, and affiliates from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• (a)Your use of the Platform;
• (b)Your Member Content;
• (c)Your violation of these Terms or any law;
• (d)Your violation of any third party's rights;
• (e)Any transaction or relationship initiated through or informed by the Platform.

13Dispute Resolution

Informal Resolution. Before filing any legal action, you agree to first contact Offmkt in writing to attempt to resolve the dispute informally. Offmkt will attempt to resolve the dispute within thirty (30) days.

Binding Arbitration.If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, in Miami-Dade County, Florida. Judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver. You and Offmkt agree that each may bring claims against the other only in your individual capacity, and not as a plaintiff or class member in any purported class or representative action.

Exceptions. Either party may bring an action in small claims court for individual claims that qualify, and either party may seek injunctive or equitable relief in court to protect intellectual property rights or address violations of Section 07 (Off-Market Confidentiality).

14Governing Law

These Terms are governed by the laws of the State of Florida, without regard to its conflict of laws principles. Subject to the arbitration provisions above, the parties consent to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida for any matter not subject to arbitration.

15Changes to These Terms

Offmkt may modify these Terms at any time. We will notify Members of material changes by email or through the Platform at least 30 days before changes take effect. Your continued use of the Platform after the effective date constitutes acceptance of the modified Terms.

16Miscellaneous

Entire Agreement. These Terms, together with our Privacy Policy and Acceptable Use Policy, constitute the entire agreement between you and Offmkt regarding the Platform.

Severability. If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.

No Waiver.Offmkt's failure to enforce any provision shall not constitute a waiver of that or any other provision.

Assignment.You may not assign your rights or obligations under these Terms without Offmkt's prior written consent. Offmkt may assign these Terms freely.

Contact. Questions about these Terms may be directed to: hello@offmkt.us