Terms and Conditions

THESE TERMS AND CONDITIONS CONTAIN A PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 18. YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE SITE AND USE OF THE SERVICE IS SUBJECT TO THE ARBITRATION CLAUSE HEREIN, AND THAT YOU HAVE RECEIVED, READ, AND UNDERSTAND ITS TERMS.

1. Acceptance of These Terms & Conditions; Incorporation of Related Terms

These terms of service govern your access to and use of the Raveum Inc. (a Delaware corporation) website located at www.raveum.com and all other online services, and applications, including mobile applications, and any content therein (herein referred to as the “Website,” “Site,” or “Platform”), and the Services (as defined below) provided by Raveum Inc. or any of its affiliates (collectively “Raveum”, “Company,” “we,” or “us”). We provide a variety of services, including without limitation certain technology, software, information, educational materials, financial tools, investment information, webinars, administrative solutions, technology, software, investment opportunities in special purpose acquisition companies (each a “SPAC”) formed for the purpose of acquiring certain residential or commercial real estate, which SPACs are managed by Raveum and funded by Raveum’s Qualified Users, (each a “Service” and collectively, the “Services”). A “Qualified User” is a User whom Raveum has accepted as an “Accredited Investor” (as that term is defined in Rule 501(a)(3) of Regulation D, promulgated by the Securities and Exchange Commission under the Securities Act of 1933) based upon information submitted to Raveum by the User. Each person or entity that accesses or uses the Platform or the Service (“you”) in any way, whether or not you register or make an investment in any SPAC, agrees that you have read, understand and agree to be bound by these terms of service (“Terms of Service”) and the Privacy Policy, and any other agreements, operating rules, and/or policies and procedures that may be, from time-to-time, required, delivered, or published on the Platform by us, each of which is incorporated by reference and each of which we may update from time to time without notice to you. These Terms of Service are in addition to any agreements between you and us or you and you and any issuer of securities offered through the Platform, including without limitation subscription agreements and operating agreements, unless otherwise specified.

Your compliance with these Terms of Service is a condition of your access to and use of the Platform and Service. Please read these Terms of Service carefully before accessing or using the Platform or using any Service. If you violate any of these Terms of Service, or otherwise violate an agreement between you and us, we may, in addition to any other remedies available to us, delete your profile and any content or information that you have posted on or otherwise made available through the Site and/or prohibit you from accessing or using the Platform or using any Service (or any portion, aspect or feature of the Platform or the Service), at any time in Raveum’s discretion, with or without notice, other than the minimum services required to assure compliance with applicable laws and regulations and the terms of any subscription agreement or operating agreement in which Raveum is a named Manager, party, or agent. These Terms of Service are a binding contract between you and us.

In addition to these Terms of Service, you may enter into other agreements with us or others that will govern your use of the Service or related services offered by us. If there is any contradiction between these Terms of Service and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies. “User” means any individual or entity who accesses and/or uses the Site and/or who receives, uses, or accesses any of the Services, including without limitation all unaffiliated third parties, including any third-party vendors providing services to Raveum.


2. Changes to these Terms of Service; Notice Requirements

We may make changes to these Terms of Service from time to time. If we do this, we will post the changed Terms of Service on the Platform and will indicate the date the Terms of Service were last revised. You understand and agree that your continued use of the Service or the Platform after we have made any such changes constitutes your acceptance of the new Terms of Service. Except for changes made by us pursuant to the provisions forth herein, no other amendment or modification of these Terms of Service will be effective unless in writing and accepted by both you and us.


3. Eligibility

We may make By accessing or using the Platform or using any Service, you acknowledge and represent that (a) if a natural person, you have attained the age of majority and have legal capacity to, or (b) if a legal entity, including without limitation a corporation, partnership, limited liability company, estate, or trust (“Entity”), you have all necessary power and authority to, enter into and execute, make all representations and acknowledgements, and perform all obligations required under these Terms of Service. Furthermore, if you are an Entity, you represent that execution and performance under these Terms of Service will not cause you to violate any provision in your charter, by-laws, partnership agreement, trust agreement, constituent agreement, or instrument. You understand and agree that these Terms of Service, as may be amended or updated from time-to-time, are a legal, valid, and binding obligation, enforceable against you in accordance with its terms. Any registration by, access to or use of Platform or the Service by a User not meeting such requirements is unauthorized, unlicensed, and in violation of these Terms of Service. By using the Service or the Platform, you represent and warrant that you meet these eligibility requirements and that you agree to and abide by all the terms and conditions of these Terms of Service. If you violate any of these Terms of Service, or otherwise violate an agreement between you and us, or for any other reason, we may delete your profile and any content or information that you have posted on or otherwise made available through the Site and/or prohibit you from using or accessing the Service or the Site (or any portion, aspect or feature of the Service or the Site), at any time in its sole discretion, with or without notice, including if it believes that you do not meet the foregoing eligibility requirements. You agree that we will not be liable to you or any third-party for any such termination.

The portion of the Service related to the viewing of actual investment opportunities or to making investments in the securities offered therein are available only to users who meet certain qualifications, are registered Users of the Site, and who have been accepted by us as a Qualified User. Such portions of the Service and the Platform are not available in all jurisdictions or to all Users

4. License to Access and Use the Platform and Service

Subject to your compliance with and adherence to these Terms of Service, we hereby grant you a limited personal license to access and use the Platform and Service as set forth in this Agreement by the means described in this Agreement. We reserve all other rights in the Platform and Service. Any breach or violation of these Terms of Service by you will immediately, automatically, and with no further action on the part of us, revoke all licenses to the Platform and the Service granted hereunder, except as otherwise provided herein.

5. Prohibited Conduct; Non-Circumvention Restriction; Confidentiality

A. Non-Circumvention. By using the Site, you agree that we expended significant time and effort developing relationships with SPACs and third-parties, including real estate agents and sellers, related general partners or managers, borrowers, and/or other third parties that may be introduced to you by the Company, through the Site. You acknowledge and agree that, for a period through and until two (2) years following any termination of your account, you may not solicit, initiate, encourage, or engage in discussions or negotiations with any such third-parties, or otherwise attempt to find out about any such third parties and/or such third parties’ project(s), without our express written permission. This provision shall survive any termination of these Terms of Service.

B. Confidentiality. The Platform contains confidential information (“Confidential Information”), much of which pertains to the investments listed on the Platform and some of which is accessible only to Qualified Users. Confidential Information includes all technical and non-technical data. You agree to hold all Confidential Information in confidence and that you will only use the Confidential Information for the purposes for which it was disclosed. To the extent applicable, you will not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information unless otherwise specified in writing by us. These restrictions will not apply to Confidential Information to the extent it (i) was in the public domain at the time of disclosure; (ii) became publicly available after disclosure without breach of these Terms of Service; (iii) was lawfully received from a third party without such restrictions; (iv) was known to you without such restrictions prior to your access to it via the Site; (v) was independently developed by you without breach of these Terms of Service; (vi) was generally made available to third parties by Raveum without such restriction; or (vii) is required by applicable law.

C. Prohibited Conduct. You agree to use the Platform and Service only for purposes that are legal, proper and in accordance with these Terms of Service and any applicable law, rules, and regulations. You may not:

• use the Service in any manner that could reasonably be expected to damage, disable, overburden, interfere with or impair the Company, the Platform, Service, or any other party’s use and enjoyment of the Platform or Service;

• attempt to gain unauthorized access to the Platform, the Service, or the computer systems or networks connected to the Service through hacking, password mining, or any other means;

• create user accounts by automated means or under false or fraudulent pretenses, names, or identifiers;

• utilize any data provided on the Platform (including third-party provided data) for purposes other than evaluating listed investment opportunities;

• transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;

• provide Platform and/or Service access to any third-party, unless properly licensed to do so;

• reproduce, duplicate, modify, copy, sell, trade, lease, rent or resell the Platform or the Service;

• permit any third-party to benefit from the use or functionality of the Platform or the Service via a rental, lease, timesharing, service bureau, hosting service or other arrangement;

• decompile, disassemble, or reverse engineer the Platform or the Service or any part thereof;

• defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

• upload, post, email or transmit, or otherwise make available through the Platform or the Service any inappropriate, defamatory, infringing, obscene, or unlawful content;

• upload, post, email or transmit, or otherwise make available through the Platform or the Service any content that infringes any patent, trademark, copyright, trade secret, or other proprietary right of any party;

• upload, post, email or transmit, or otherwise make available through the Platform or the Service any materials that promote pyramid schemes, chain letters, or disruptive commercial messages or advertisements, or anything else prohibited by law, rule, or regulation;

• run Maillist, Listserv, or any form of auto-responder or “spam” on the Platform or the Service;

• use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Platform or Service, including engaging in the practices of “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining content or other information;

• interfere or attempt to interfere with the proper working of the Platform or the Service or any activities conducted on the Platform or the Service, including using framing techniques to enclose any content or other proprietary information, place pop-up windows over the Platform’s pages, or otherwise affect the display of the Platform’s pages;

• download any file posted by another user that you know, or reasonably should know, cannot be legally distributed in such manner;

• impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices, or proprietary designations or labels of the origin or source of any materials;

• remove any copyright, trademark, or other proprietary rights notices contained in or on the Platform or the Service;

• use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the Service or collect information about Users for any unauthorized purpose;

• submit content that falsely expresses or implies that such content is sponsored or endorsed by Raveum, any of its affiliates, or any third parties;

• use the Platform or the Service for any illegal or unauthorized purpose (including in violation of any United States federal and state securities or blue-sky laws or regulations, securities exchange or self-regulatory organization’s rules or regulations, or equivalent laws or regulations in foreign jurisdictions);

• promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;

• share or disclose with anyone any information obtained through the Platform or the Service about any investment offerings, except your attorney, accountant, tax advisor, or investment;

• use the Platform or the Service for any commercial purpose whatsoever other than for your personal use, including soliciting others for investments of any kind, offering, or selling any products or services of any kind, and making investment recommendations to others.
  
  8. User Information and Data; Account Security
• A. User Data. In consideration of your access and use of the Platform and the Service, you agree to provide accurate, current, and complete information about you as may be required by the Platform or the Service, including any registration or investment forms, questionnaires on the Platform, and the creation of User credentials, including User name, password, and any other identifiers or authentication information (“User Data”). User Data may include certain personal information, including without limitation, your name, address, telephone number, email address, date of birth, taxpayer identification number, financial information, government identification number, and scans of government-issued identity documents. In addition to providing this information, to facilitate compliance with regulatory requirements for data retention, you agree to permit us to keep a record of all such User Data for the entire duration of your registration with the Platform plus six (6) years beyond the termination of your registration with the Platform. You acknowledge and agree you are fully and solely responsible for all use of your User Data, and/or the access and use of the Platform or Service using our User Data, and for any actions that take place using your User Data.
• B. Data and Information Security. You are responsible for the confidentiality, security, and use of User Data. You will safeguard and take steps to prohibit any others from using your User Data. Use of User Data to take any action on the Platform or in connection with the Service, will constitute conclusive evidence that we may treat such action as authorized. You are responsible for all transactions entered using your credentials. We are not liable for loss or damages caused by any third party using your User Data. Unless we agree in writing executed by our Chief Executive Officer or General Counsel, you will not permit any third-party to use or access your User Data, including access to or take any action on the Platform or in connection with the Service. Furthermore, you agree to the following: (i) you will provide immediate notice to us of any theft or loss in connection with the Platform, Service, or your User Data; (ii) you will provide immediate notice to us of any unauthorized access to or use of your User Data, or any unauthorized access to the Platform using your User Data; (iii) any unauthorized access to the Platform or any other breach of security; and (iv) that you will exit and log out from the Platform at the end of each session when accessing the Platform or any Service.
• C. Updating User Data. You shall maintain and keep accurate, current, and complete all information you provide to us, including all User Data, and promptly update any changes to any such information or User Data you have provided. If there is any reasonable doubt that any information provided by you is wrong, untruthful, outdated, or incomplete, we may send you a notice to request corrections, remove relevant information directly and, as the case may be, terminate all or part of your access to and use of the Platform and the Service provided to you, and/or restrict your access to and use of the Platform and/or Service. Additionally, your failure to provide or keep updated any such information, or to authorize any such inquiries, may cause us to immediately discontinue your access to and use of the Platform and Service by preventing your access to the same, and/or restrict your access to and use of the Platform and/or Service.
• D. Inquiries. During your investment process, and prior to any User being permitted to invest in any securities, we will require that you provide information necessary to, among other things: verify a User’s status as an Accredited Investor, as that term is defined under SEC Regulation D, Rule 501(a); conduct satisfactory background information screening; perform identity verification; and screen for the detection of money laundering, terrorist financing, fraud, or any other financial crime. Additionally, you authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud, money laundering, terrorist financing or other financial crime, and to take any action we deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to identity verification, compliance data recordation, credit reference, fraud prevention, or financial crime agencies and that these agencies may respond to our inquiries in full. Additionally, your failure to authorize any such inquires will be cause for us to immediately discontinue your access to and use of the Platform and/or Service and/or restrict your access to and use of the Platform and/or Service.
• E. Take Precautionary Measures. You can take several precautions to protect the security of your computer and personal User Data. For instance, you can use a well-chosen password and restrict access to your email account. You can also install and regularly update antivirus and firewall software to protect your computer from external attacks by malicious users. As agreed to herein, when you are finished with a session on the Platform, be sure that you log out and close the browser window. You should also be aware of fraudulent attempts to gain access to your User Data and account information through “phishing,” whereby scammers try to bring unsuspecting people to a website by using a genuine-looking email purporting to be from a legitimate company. Sometimes, either in the email itself or on this fake site, scammers will ask for login information to gain access to people’s accounts and withdraw their money. We will never send you an email asking you for your login information. In general, you can protect yourself against phishing by never providing personal or login information via a link contained in an email; instead, go to the website directly. You might also make it a habit to check the URL of a website to be sure that it begins with the correct domain. In the case of Raveum, you should always ensure the URL begins with https://Raveum.com or https://www.raveum.com.
  
  9. User Content
• The Service may allow you and other Users to submit, post, transmit and share content with other Users. You are solely responsible for any such content (which may include photos, profiles, messages, notes, text, information (including personal information, credit data and other financial information), music, video, contact information for you or others, advertisements or other content) that you upload, publish, provide or display (hereinafter, “post”) on or through the Service or the Platform, or transmit to or share with other Users (collectively, the “User Content”). It is against these Terms of Service to contact third parties directly or to attempt to enter into any transactions with third parties outside of the Service where such third party had been introduced to you through the Service. We may, but are not obligated to, review and delete or remove (without notice) any User Content in our sole discretion, including User Content that in our sole judgment violates these Terms of Service, or otherwise might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, others, as determined by us in our sole discretion.
• By posting User Content to any part of the Platform, you thereby grant, and you represent and warrant that you have the right to grant to us an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Platform or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of any or all of the foregoing. If you choose to remove your User Content, the license granted above will not expire.
• The Company may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; and/or (d) protect the rights, property, or personal safety of the Company, Users, and the public. The technical processing and transmission of the Service, including User Content, may involve transmissions over various networks, and changes to conform and adapt to technical requirements of connecting networks or devices.
  
  10. Proprietary Rights in Platform Content
• All content on the Platform, including designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “Platform Content”), is our sole and exclusive property with all rights reserved. No Platform Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission. You may not republish any of the Platform Content on any internet, intranet, or extranet site, or otherwise incorporate any of the Platform Content in any other database or compilation, and any other use of the Platform Content is strictly prohibited. Any use of the Platform or the Platform Content other than as specifically authorized herein, without our prior written permission is strictly prohibited and will terminate the rights granted herein. We reserve all rights that are not granted to you herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The access and use rights granted herein may be terminated by us at any time without notice and with or without cause.
  
  11. Linked Sites
• The Platform may contain links to third party websites (“Linked Sites”). These links are provided only as a convenience. The inclusion of any link is not, and shall not be construed to imply, an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Raveum of any information, materials, products, or services contained in or accessible through any Linked Site. In no event shall Raveum be responsible for the information contained on any Linked Site or your use of or inability to use any Linked Site. Access and use of Linked Sites, including the information, material, products, and services on Linked Sites or available through Linked Sites, is solely at your own risk. Your access and use of the Linked Sites is governed by the terms of use and privacy policies of such Linked Sites, and we encourage you to carefully review all such terms and policies.
  
  12. Copyright Complaints
• If you believe that any material on the Platform infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below: Name of Agent Designated to Receive Notification of Claimed Infringement: Attn: DMCA Agent, 1705 Acacia Bud Dr, Austin, TX 78733; E-Mail Address of Designated Agent: legal@raveum.com. To meet the notice requirements under the Digital Millennium Copyright Act (“DMCA”), the notification must be a written communication that includes the following: (i) the signature of the copyright owner or an authorized agent; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple works are on a single site, a representative list of such works; (iii) identification of the infringing material or activity (or the reference or link to such material) and information reasonably sufficient to permit the DMCA Agent to locate the material (or the reference or link); (iv) contact information for the copyright owner or authorized agent; (v) a statement that the person sending the notice has 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 (vi) a statement that the information in the notice is accurate, and under penalty of perjury, that the person sending the notice is authorized to act on behalf of the copyright owner. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the registrations of Users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Platform and/or terminate the registrations of any Users who infringe, misappropriate, or violate any intellectual property rights of others, whether there is any repeat infringement, misappropriation, or violation.