Roots Real Estate Investment Community 1 LLC, Term of Services (last updated 02/15/2023)

Roots Real Estate Investment Community I, LLC (“Roots,” “Company,” “we,” “us,” “our”) provides its services (described below) to you through its website located at www.investwithroots.com (the “Website”) and through its related technology and services (collectively, such services, including any new features and applications, including mobile applications, and the Website, the “Service”), subject to the following terms and conditions, together with any other additional terms applicable to such services that may be posted on the Website from time to time, including, without limitation, the Privacy Policy located below on this page (the “Privacy Policy”) and all such terms are hereby incorporated by reference (as amended from time to time, collectively, the “Terms of Service”). These Terms of Service are entered into by and between You and us. The Terms of Service govern your access to and use of the Website and the Service, including any content, functionality, and services offered on or through the Website and/or Service, whether as a guest or a registered user. Please read the Terms of Service carefully before you start to use the Website and/or Service. By using the Website and/or Service, or by clicking to accept or agree to the Terms of Service if this option is made available to you, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy. If you do not want to agree to these Terms of Service or the Privacy Policy, you must not access or use the Website or Service. This Website and Service is offered and available to users who are 18 years of age or older. By using this Website and/or Service, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website and/or Service.

Changes to the Terms of Use

We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website and Service thereafter.

Your continued use of the Website following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. We will indicate at the top of this page the date these terms were last revised. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website and/or Service, and any other service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website and/or Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website and/or Service, or the entire Website and/or Service, to users, including registered users.

You are responsible for both:

Making all arrangements necessary for you to have access to the Website and/or Service.

Ensuring that all persons who access the Website and/or Service through your internet connection are aware of these Terms of Service and comply with them.

To access the Website and/or Service or some of the resources either offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website and/or Service that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website and/or Service or otherwise, including, but not limited to, through the use of any interactive features on the Website and/or Service, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website and/or Service or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, 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 if, in our opinion, you have violated any provision of these Terms of Service. We will not be liable for any loss or damage arising from your failure to comply with this Section or with these Terms of Service generally.

Intellectual Property Rights

The Website and/or Service and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms of Service permit you to use the Website and/or Service for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website and/or Service, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

You may store files that are automatically cached by your Web browser for display enhancement purposes.

You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.

If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

Modify copies of any materials from this Website and/or Service.

Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.

Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Website and/or Service.

You must not access or use for any commercial purposes any part of the Website and/or Service. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website and/or Service in breach of the Terms of Service, your right to use the Website and/or Service 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 Website and/or Service or any content on the Website and/or Service is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website and/or Service not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.

Trademarks

The Company name, certain terms, logos and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website and/or Service are the trademarks of their respective owners.

Prohibited Uses

You may use the Website and/or Service only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Website and/or Service:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Service and the Content Standards set out herein.

To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or usernames associated with any of the foregoing).

To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website and/or Service, or which, as determined by us, may harm the Company or users of the Website and/or Service, or expose them to liability.

Additionally, you agree not to:

Use the Website and/or Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website and/or Service, including their ability to engage in real time activities through the Website and/or Service.

Use any robot, spider, or other automatic device, process, or means to access the Website and/or Service for any purpose, including monitoring or copying any of the material on the Website and/or Service.

Use any manual process to monitor or copy any of the material on the Website and/or Service, or for any other purpose not expressly authorized in these Terms of Service, without our prior written consent.

Use any device, software, or routine that interferes with the proper working of the Website and/or Service.

Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website and/or Service, the server on which the Website and/or Service is stored, or any server, computer, or database connected to the Website and/or Service.

Attack the Website and/or Service via a denial-of-service attack or a distributed denial-of-service attack.

Otherwise attempt to interfere with the proper working of the Website and/or Service.

Securities Offering Matters

Notwithstanding anything to the contrary in these Terms of Service, in no event shall anything in these Terms of Service be deemed to be a waiver, and we will not assert there has been a waiver, under any applicable provision of federal and state securities laws. The securities offered by us or on the Website and/or the Service not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptive provisions of (i) Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder (“Regulation D” or “private placements”), and/or (ii) Regulation A promulgated under the Securities Act (“Regulation A”). Securities sold through private placements are restricted and not publicly traded, 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 this Website and/or Service. Persons who are resident outside of the United States are not allowed access to investment opportunities on the Website and/or Service. Portions of the Website and/or Service that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Roots is not authorized to provide such information or services. Investment overviews on the Website and/or Service 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 Website and/or Service has been prepared by Roots without reference to any particular user’s investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.

Eligibility

Private Placements

Only “accredited investors” as defined in Rule 501 of Regulation D are authorized to access such services and web pages relating to offerings conducted under Regulation D (such persons being “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 the expectation of a similarly qualifying income during the current year.

Regulation A

“Tier II” Investment opportunities registered pursuant to Regulation A of the Securities Act, including real estate investment trusts and other funds, are offered only to “Qualified Purchasers” as defined in Regulation A. “Qualified Purchasers” include: (i) Accredited Investors and (ii) all other investors so long as their investment in the offering does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons).

Covered Persons

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 or Rule 262(a) of Regulation A (a “Disqualifying Event”). You represent that you are not subject to a Disqualifying Event and that you will promptly notify Roots in writing should any Disqualifying Events be applicable to you. Roots is not liable or responsible for making Rule 506(e) under Regulation D or Rule 262(e) disclosures under Regulation A, nor for determining whether any Issuer Covered Person is subject to a Disqualifying Event.

Documentation

You may be required to provide supporting documents to issuers that provide proof that you are an Accredited Investor or Qualified Purchaser and as to your status with respect to being an Issuer Covered Person. Such proof will require your completion of a subscription agreement and may require completion of a questionnaire and satisfactory background information screening. Your failure to provide any information and documentation requested to confirm your status will be cause for Roots to immediately discontinue your use of the Website and/or Service by preventing your access to the Website and/or the Service.

User Contributions

The Website and/or Service may now, or in the future, contain message boards, chat rooms personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website and/or Service.

All User Contributions must comply with the Content Standards set out in these Terms of Service.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website and/or Service, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.

All of your User Contributions do and will comply with these Terms of Service.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website and/or Service.

Monitoring and Enforcement; Termination

We have the right to:

Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website and/or Service or the public, or could create liability for the Company.

Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website and/or Service.

Terminate or suspend your access to all or part of the Website and/or Service for any or no reason, including without limitation, any violation of these Terms of Service.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website and/or Service. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we cannot and do not undertake to review material before it is posted on the Website and/or Service, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service and our Privacy Policy.

Be likely to deceive any person.

Promote any illegal activity, or advocate, promote, or assist any unlawful act.

Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.

Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Reliance on Information Posted

The information presented on or through the Website and/or Service is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website and/or Service, or by anyone who may be informed of any of its contents.

This Website and/or Service may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website and/or Service

We may update the content on this Website and/or Service from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website and/or Service may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Website and/or Service

All information we collect on this Website and/or Service is subject to our Privacy Policy. By using the Website and/or Service, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

Link from your own or certain third-party websites to certain content on this Website.

Send emails or other communications with certain content, or links to certain content, on this Website.

Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

Establish a link from any website that is not owned by you.

Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.

Link to any part of the Website other than the homepage.

Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Service. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Website and/or Service contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website and/or Service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Website is based in the State of Georgia in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website and/or Service or any of its content is accessible or appropriate outside of the United States. Access to the Website and/or Service may not be legal by certain persons or in certain countries. If you access the Website and/or Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website and/or Service will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE AND/OR SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE AND/OR SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. YOUR USE OF THE WEBSITE AND/OR SERVICE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE AND/OR SERVICE IS AT YOUR OWN RISK. THE WEBSITE AND/OR SERVICE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE AND/OR SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE AND/OR SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE AND/OR SERVICE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE AND/OR SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE AND/OR SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE AND/OR SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, MANAGERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE AND/OR SERVICE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE AND/OR SERVICE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

The limitation of liability set out above does not apply to liability resulting from our gross
negligence or willful misconduct.

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

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, managers, members, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Website and/or Service, including, but not limited to, your User Contributions, any use of the Website’s and/or Service’s content, services, and products other than as expressly authorized in these Terms of Service, or your use of any information obtained from the Website and/or Service.

Governing Law and Jurisdiction

All matters relating to the Website, Service and these Terms of Service, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms of Service or the Website and/or Service shall be instituted exclusively in the federal courts of the United States or the courts of the State of Georgia, in each case located in the City of Atlanta and County of Fulton. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At Company’s sole discretion, it may require You to submit any disputes arising from these Terms of Service or use of the Website and/or Service, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association, or other arbitration association, applying Georgia law.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE WEBSITE AND/OR SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

Entire Agreement

The Terms of Service and our Privacy Policy, and if applicable if you are an equity owner the operating/LLC agreement of the applicable entity that you are a member of, as well as the subscription documentation you entered into to become a member of such organization/entity, constitute the sole and entire agreement between you and Roots regarding the Website and/or Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website and/or Service.

Your Comments and Concerns

This website is operated by Roots Real Estate Investment Community I, LLC, with an address of 1344 La France Street, Atlanta, GA 30317. All feedback, comments, requests for technical support, and other communications relating to the Website and/or Service should be directed to: invest@investwithroots.com

Roots Real Estate Investment Community 1 LLC, Privacy Policy (last updated 02/15/2023)

Seed InvestCo, LLC (“Seed”), either directly or through its subsidiaries, including Roots Real Estate Investment Community I, LLC, provides online tools to assist potential investors, and others who are interested or involved in the acquisition, improvement, leasing, management, and financing of real estate and real estate projects. This privacy policy (the “Privacy Policy”) describes our data practices regarding Personal Information (defined below). This Privacy Policy applies to Personal Information collected through our website, located at www.investwithroots.com (the “Site”), or through our mobile applications (collectively, the Site and mobile applications are the “Services.”) This Privacy Policy does not apply to any Personal Information collected by third party websites or applications not operated by Seed. By accessing the Site and/or using our Services, you are consenting to our use of your Personal Information in accordance with this Privacy Policy.

Information Seed Collects About You

Personal Information You Provide

We use the term “Personal Information” to mean any information that could be used to identify you, including your name, address, email address, birth date, financial information, cellular or land-line phone number, or any combination of information that could be used to identify you. What Personal Information we collect from you depends on what Services you choose to use and how you interact with the Site:

Site Visitors

We have structured our Site so that, as a casual Site visitor, you may come to our Site and review selected information about our Services without registering or providing Personal Information. However, if you wish to become an Investor, then we require you to provide certain Personal Information.

Investors

If you choose to access our Services as an Investor, we require that you complete a registration form and subscription documentation. An Investor is an individual who is over the age of 18 or an entity and has completed the registration/subscription process on the Site. Our registration and subscription forms will specify the information which you must provide in order to enjoy the particular features to which you wish to subscribe, which may include such items as (i) name; (ii) email address; (iii) phone number(s); (iv) mailing address; (v) Social Security Number (for IRS tax reporting purposes); (vi) bank account number; and (vii) birth date. Our registration and subscription forms may additionally request information that you may, at your option, choose to provide or withhold. To the extent this additional information constitutes Personal Information, we will treat it in the manner specified in this Privacy Policy. We may require each Investor to provide information designed to verify his or her identity. This information may include (i) information from a successfully completed electronic check transaction, (ii) a credit report, or (iii) other similar information designed to authenticate and confirm your identity or to otherwise comply with applicable law. We also require each Investor to provide certain financial information. For example, we require that each Investor also provide Internal Revenue Service Form W-9 data, which includes your Social Security Number (or Taxpayer Identification Number, where applicable). We also require that Investors provide us with certain account and other payment information, such as information needed to make payments via ACH, wire, or electronic checks. Our registration process for Investors provides additional details on the types of payment information needed.

Users also may choose to upload media files such as videos, photos, text, and other content to the Site to share with Seed and other users. When you upload this content, we may also collect metadata associated with these media files including date, time, location and device information. Seed’s use of such content will be governed by our user-generated terms and conditions which are provided at the time of collection of such content.

Location Data

We may collect your location information through our mobile applications by capturing the location (e.g. latitude/longitude) of your mobile device. If you have given the application permission to access your location, we may collect your device’s location even if you are not using the Service and store your location history. If you want to opt-out of the collection of your location data, please adjust your settings in your mobile device to restrict the application’s access to your location data. Geolocation data may be used to enhance the Services, for example to offer additional functionality and information regarding your location in connection with the location of Seed-managed properties.

Automatically-Collected Information

We, our service providers, and marketing partners, may automatically log information, such as the type of computer or mobile device accessing our Services, interactions over time with our Services, our communications (including emails and alerts), and other online services, such as:

Device data, such as the computer or mobile device’s operating system type and version, manufacturer and model, browser type, screen resolution, RAM and disk size, CPU usage, device type (e.g., phone, tablet), IP address, unique identifiers (including identifiers used for advertising purposes), language settings, mobile device carrier, radio/network information (e.g., WiFi, LTE, 4G), and general location information such as city, state or geographic area;

Online activity data, such as pages or screens viewed, how long was spent on a page or screen, browsing history, navigation paths between pages or screens, information about activity on a page or screen, access times, and duration of access, and whether marketing emails were opened or links within them clicked. We use Google Analytics, a web analytics service provided by Google LLC (“Google”) to help collect and analyze Usage Information.

We use the following tools for automatic data collection:

Cookies, which are text files that websites store on a visitor‘s device to uniquely identify the visitor’s browser or to store information or settings in the browser for the purpose of helping navigate between pages efficiently, remembering preferences, enabling functionality, helping us understand user activity and patterns, and facilitating online advertising.

Local storage technologies, like HTML5, that provide cookie-equivalent functionality but can store larger amounts of data, including on devices outside of browsers in connection with specific applications.

Web beacons, also known as pixel tags or clear GIFs, which are used to demonstrate that a webpage or email was accessed or opened, or that certain content was viewed or clicked.

How We Use Personal Information

We use your Personal Information for the following business purposes:

to process transactions that you have authorized us to make;

to facilitate your activities with respect to our Site or the Services;

to contact you regarding administrative issues, such as questions about your specific request, or otherwise respond to your comments or requests;

to verify and authenticate your identity, to help us ensure that the individuals who use the Site and Services are who they claim to be; to prevent, detect, mitigate, and investigate fraud, security breaches, and potentially prohibited or illegal activities, including, for example, activities prohibited by the Anti-Money Laundering Act;

to help us operate our Site or Services;

to deliver notices regarding your account;

to comply with IRS requirements and for tax reporting purposes;

to provide you with information, such as notices of investment opportunities via our Site or updates concerning investments that you have participated in;

to send you information we believe is relevant to you, such as news, bulletins, or other information;

to enforce this Privacy Policy;

to conduct user surveys and questionnaires; and

to comply with applicable law.

Marketing and Advertising

We and our advertising partners may collect and use Personal Information for marketing and advertising purposes, including:

Direct marketing. We may from time-to-time send direct marketing communications including, but not limited to, communications about special promotions, offers and events. Recipients may opt out of our marketing communications as described in the “Opt out of marketing communications” section below.

Interest-based advertising. We may engage third-party advertising companies and social media companies to display ads promoting our services across the web. These companies may use cookies and similar technologies to collect information about interactions (including the data described above) over time across the Internet and use that information to serve online ads that they think will be of interest. This is called interest-based advertising. We use aggregated information to analyze the effectiveness of our Site, to improve our Services, and for other similar purposes. In addition, from time to time, we may undertake or commission statistical and other summary analyses of the general behavior and characteristics of users participating in our Services and the characteristics of visitors at our Site, and may share aggregated information with third parties, including advertisers. We may collect aggregated information through features of the software that support our Services, through cookies, and through other means described in this Privacy Policy. To enable us to better understand the characteristics of our Investors and/or to provide services tailored to your needs, we may combine the Personal Information an Investor provides with certain automatically-collected information that would not otherwise be personally identifiable. If we combine or link any automatically-collected, non-individually identifiable information with your Personal Information, the resulting combination will be treated as Personal Information under this Privacy Policy.

How We Share Personal Information

We do not disclose your Personal Information to unaffiliated third parties except as provided in this Privacy Policy, as follows:

Service Providers

We may share Personal Information with third party companies and individuals that provide services on our behalf or help us operate our Services, such as hosting services, cloud services, information technology services, email communication software, email newsletter services, advertising and marketing services, payment processors, customer relationship management and customer support services, and web analytics services.

Plaid

For users who choose to link their bank accounts, we use Plaid Technologies, Inc. (“Plaid”) to facilitate the automatic connection with, and gather required transaction data from, your financial institution. In addition to facilitating transactions, we use Plaid to prevent overdrafts on your account and to prevent, detect, and mitigate fraud. By using our joint services, you grant us and Plaid the right, power, and authority to act on your behalf to access and transmit your Personal Information (including bank account information) from the relevant financial institution. You agree to your Personal Information (including bank account information) being transferred, stored, and processed by Plaid in accordance with the Plaid Privacy Policy (located at https://plaid.com/legal/#privacy-policy).

Dwolla

In order to use the payment functionality of our application, you must open a “Dwolla Account” provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through your Dwolla Account are held or transferred by Dwolla’s financial institution partners. You must be at least 18 years old to create a Dwolla Account. You authorize us to collect and share with Dwolla your personal information including full name, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla Account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla Account activity, and can be reached at support@investwithroots.com.

Advertising Partners

We may share Personal Information with third party advertising companies for interest-based advertising purposes as described above. Furthermore, we will not share SMS opt in preferences with any third party advertising companies.

Affiliates

We may share information with our affiliates, meaning an entity that controls, is controlled by, or is under common control with Seed. Our affiliates may use the Personal Information we share in a manner consistent with this Privacy Policy. For Legal Reasons. We may share your Personal Information to the extent we reasonably believe we are required to do so by law or to comply with legal or regulatory requirements, or to protect against fraud, illegal activity, or to otherwise protect Seed against liability. In Connection with a Corporate Transaction. In the event of a transaction or proposed transaction involving the transfer of substantially all of the assets of Seed or one or more of its businesses to another entity, whether an affiliate or a third party, or in connection with a bankruptcy, we may share your Personal Information in the diligence process or to otherwise facilitate the transaction, and with individuals assisting in the transaction or in connection with a bankruptcy. Your Personal Information may also be one of the transferred assets as part of the transaction or bankruptcy. For Safety & Security. We may reveal your Personal Information to third parties, including law enforcement agencies, in order to protect the safety and security of our employees and employees of our affiliates, users or of any third party.

Feedback, Questionnaires and Surveys

Our Site allows site visitors and Investors to participate in surveys and questionnaires, which from time to time we may post on the Site. We also encourage our users to provide feedback to us about our Site and our Services. You are free to choose whether you participate in these activities. We may ask that, in addition to providing your responses, you also provide us with your contact information. In these instances, we use any Personal Information you choose to provide to us in connection with these activities for the purposes for which you submit the information.

We aggregate information derived from survey and questionnaire information – with your Personal Information removed – for monitoring or improving the use and appeal of this Site (with no other obligation to you and, specifically, with no obligation to compensate you for these uses). You are not obligated to participate in any of these activities.

Links to Other Sites

This privacy statement applies only to Personal Information collected by our Site. Our Site may contain links to other sites that are not owned or controlled by Seed. Seed is not responsible for the privacy practices of such other sites, and we encourage you to be aware when you leave our Site and to read the privacy statements of each and every web site that collects Personal Information.

Data Security

We have put in place commercially-reasonable security systems intended to prevent unauthorized access to or disclosure of Personal Information, and we take reasonable steps to secure and safeguard this Personal Information against loss, theft, and unauthorized use, disclosure, or modification. With that said, there is no such thing as 100% security of the networks, servers, and databases we operate or that are operated on our behalf. For example, email sent to or from the Site may not be secure. Before submitting any Personal Information via the Site, please be aware of these inherent risks and understand that you do so at your own risk.

Data Retention

We keep your Personal Information for as long as reasonably necessary for the purposes described in this Privacy Policy, while we have a legitimate business need to do so in connection with your account, or as required by law (e.g., for tax, legal, accounting or other purposes), whichever is longer.

Your Choices

In general, you may browse the Site without providing Personal Information. However, if you choose not to provide certain Personal Information through our Site, we may not be able to provide certain services or process certain of your requests. You will not be able to become an Investor or use all of the features and products that we offer through this Site or our Services. Depending on the functionality associated with the Site feature you are using, you may be able to update or delete certain of your Personal Information on the Site. Accordingly, at your request, we will take reasonable steps to remove your Personal Information from our databases. However, please note that:

we may not be permitted to delete your Personal Information completely, due to IRS and regulatory reporting requirements, investments on the platform and the rights thereof, and data backups and records of deletions;

if you request deletion of your Personal Information, you may be unable to use certain features of the Site and any associated Services;

certain of your Personal Information may remain in our databases following the deletion of your account; and

we may not be able to remove de-identified, anonymous, or aggregate data from our databases. Any deletion requests may be sent to sewing@investwithroots.com.

Opt out of marketing communications

If you no longer wish to receive marketing emails from us, you can opt out of these communications by contacting us at sewing@investwithroots.com. Please understand that you will not be allowed to opt-out of transactional notices or other legal and related notices concerning your relationship to the Site or your account.

Online tracking opt-out

There are a number of ways to opt out of having online activity and device data collected through our Services, which we have summarized below:

Blocking browser cookies

Most browsers let users remove or reject cookies, including cookies used for interest-based advertising. To do this, follow the instructions in the browser settings. Many browsers accept cookies by default until users change their settings. For more information about cookies, including how to see what cookies and other technologies have been set on a device and how to manage and delete them, visit allaboutcookies.org or http://preferences- mgr.truste.com.

Blocking advertising ID use in mobile settings

Mobile device settings may provide functionality to limit use of the advertising ID associated with the mobile device for interest-based advertising purposes.

Using privacy plug-ins or browsers

Another way to block our Services from setting cookies used for interest-based ads is by using a browser with privacy features, like Brave, or installing browser plugins like Privacy Badger, DuckDuckGo, Ghostery or uBlock Origin, and configuring them to block third party cookies/trackers. You can also install a browser add-on to opt out of Google Analytics.

Platform opt-outs

The following advertising partners offer features to control the use of Personal Information for interest-based advertising:

Google

Twitter

Facebook

Microsoft

Children’s Privacy

Our Site is not directed to children under the age of 18. We do not knowingly seek to collect or maintain Personal Information or other information from children under the age of 18. We will use commercially reasonable efforts to delete any Personal Information or other information later determined to be provided by a child under the age of 18. Use of the Site by children under the age of 18 is not permitted. If you become aware that a minor has provided Personal Information through our Site, please email us at sewing@investwithroots.com.

Changes to This Privacy Policy

We reserve the right to alter, modify, update, add to, subtract from or otherwise change this Privacy Policy at any time, which will become effective as of posting on the Site. We encourage you to periodically review this Privacy Policy to stay informed about how we collect, use, and share Personal Information.

Additional Notice to California Residents

We are required by the California Consumer Privacy Act of 2018 (“CCPA”) to provide this CCPA notice (“CCPA Notice”) to California residents to explain how we collect, use, and share their Personal Information, and the rights and choices we offer California residents regarding our handling of their Personal Information.

CCPA Scope And Exclusions

This CCPA Notice, including the description of our privacy practices and California residents’ privacy rights, apply only to California residents whose interactions with us are limited to:

visiting our consumer websites;

signing up for email alerts; and

applying for our job openings on our websites (however, note that the CCPA limits some of the privacy rights for job applicants).

This CCPA Notice does not apply to the Personal Information we collect, use, or
disclose about:

consumers who initiate or complete the process of becoming an investor through Seed. This is because this information is subject to the federal Gramm-Leach-Bliley Act and implementing regulations, or the California Financial Information Privacy Act; or

representatives of businesses that seek to obtain our products or services, or to provide products or services to us.

Privacy Rights

The CCPA grants California residents the following rights:

Information. California residents can request information about how we have collected, used and shared their Personal Information during the past 12 months. We have made this information available to California residents without having to request it by including it in this Privacy Policy.

Access. California residents can request a copy of the Personal Information that we maintain about them.

Deletion. California residents can ask us to delete the Personal Information that we collected or maintain about them.

Opt out of sale of Personal Information. We do not sell Personal Information. Like many businesses, we use services that display interest-based ads to users around the web. We offer instructions on how to limit online tracking in the “Your Choices” section above.

Please note that the CCPA limits these rights by, for example, prohibiting us from providing certain sensitive information in response to an access request and limiting the circumstances in which we must comply with a deletion request. We will also respond to requests for information and access only to the extent we are able to associate with a reasonable effort the information we maintain with the identifying details in a request. If we deny a request, we will communicate our decision to the requester. California residents are entitled to exercise the rights described above free from discrimination.

How California Residents Can Submit A Request

California residents may submit a request for information, access, or deletion, by contacting us at
sewing@investwithroots.com or at the mailing address in the “Contact Us” section of this Privacy Policy. To opt out of the sale of Personal Information we offer California residents instructions on how to limit online tracking in the “Your Choices” section above.

Extension

We will make an effort to fulfill verified requests within 45 days of receipt. However, the period for responding to verified request may be extended, based on the complexity and the number of requests received. If this extension is required, we will communicate the extension and the reason(s) for the delay within 45 days of receiving the request.

Identity Verification

We will need to confirm the identity of the requester and their California residency in order to process requests to exercise the above rights. We cannot process requests if we are not provided with sufficient detail to allow us to understand and respond to it.

Authorized Agents

California residents can empower an “authorized agent” to submit requests on their behalf. We will require the authorized agent to have a written authorization confirming that authority.

“Shine the Light” Law

California law permits users who are California residents to request and obtain from us once a year, free of charge, a list of the third parties to whom we have disclosed their Personal Information (if any) for such third parties’ direct marketing purposes in the prior calendar year, as well as the type of Personal Information disclosed to those parties. However, Seed does not share your Personal Information with third parties for their direct marketing purposes.

How We Respond to “Do Not Track” Signals

Our Site currently does not respond to “Do Not Track” (DNT) signals and operates as described in this Privacy Policy whether or not a DNT signal is received. If we do so in the future, we will describe how we do so in this Privacy Policy.

Contact Us

If you have any questions about this Privacy Policy, the practices of our Site or Services, or your dealings with our Site or Services, please contact us at: invest@investwithroots.com

You may contact us, for any reason, by email as follows: invest@investwithroots.com You may contact us by mail as follows: Seed InvestCo, LLC 1344 La France, Atlanta, Georgia 30317.