Off Mkts Brokerage & Agency Disclosure

1. Purpose of This Disclosure

This Disclosure explains the relationship between Off Mkts LLC (“Off Mkts,” “we,” “our,” or “us”) and Users of the Platform.

This Disclosure is intended to reduce confusion regarding the nature of marketplace participation and to clarify that many activities occurring through the Platform do not independently create legal representation relationships.

2. Marketplace Status

Off Mkts operates a technology-enabled marketplace.

The facilitation of marketplace activity does not, by itself, create brokerage representation, agency relationships, fiduciary duties, professional advisory relationships, employment relationships, partnership relationships, joint venture relationships, or similar legal relationships.

Users acknowledge that the Platform primarily functions as a marketplace and communication platform and that many activities occurring through the Platform may occur without creation of a representation relationship.

3. No Automatic Agency Relationship

Agency relationships may arise only where established through separate agreements, disclosures, acknowledgments, or other actions required by applicable law.

4. No Automatic Brokerage Representation

Creating an account, viewing opportunities, submitting inquiries, receiving referrals, communicating through the Platform, or participating in marketplace activities does not independently create brokerage representation.

Users should not assume that Platform participation creates representation by any brokerage, broker, agent, or affiliated professional. Users remain responsible for determining whether a brokerage relationship exists and for reviewing all applicable brokerage agreements and disclosures.

5. Separate Brokerage Agreements

Where brokerage services are provided, separate agreements, disclosures, acknowledgments, and consents may be required.

Users should carefully review all brokerage documents before entering any transaction. Nothing contained in this Disclosure modifies or supersedes separate brokerage agreements entered into by Users.

6. No Fiduciary Duties

Unless expressly established through a separate written agreement or required by applicable law, Off Mkts does not assume fiduciary duties solely because of Platform participation.

Users acknowledge that Platform participation alone does not create fiduciary obligations.

7. Marketplace Communications

The Platform may facilitate communications among Users, marketplace participants, brokers, agents, lenders, investors, vendors, service providers, referral partners, affiliated entities, and other authorized participants.

Users acknowledge that communications facilitated through the Platform may involve multiple participants with differing interests, objectives, business models, compensation structures, and contractual relationships.

Off Mkts does not guarantee the conduct, responsiveness, qualifications, licensing status, performance, professionalism, business practices, or outcomes associated with communications involving third parties. Users remain responsible for independently evaluating all counterparties, opportunities, communications, referrals, introductions, and transactions.

8. Referral Disclaimer

The Platform may provide, facilitate, display, route, prioritize, rank, recommend, match, or otherwise present referrals, introductions, opportunities, listings, professionals, service providers, vendors, lenders, investors, and marketplace participants.

Such referrals, recommendations, rankings, matches, introductions, and communications are provided for informational and marketplace facilitation purposes only.

Users remain solely responsible for conducting their own due diligence and evaluating any individual, business, opportunity, service provider, lender, investor, broker, agent, vendor, or transaction. Nothing contained in this Disclosure guarantees any business outcome, transaction outcome, referral value, financial outcome, investment result, or marketplace success.

9. Affiliated Brokerages and Professionals

The existence of an affiliation, referral relationship, strategic relationship, business relationship, or marketplace relationship does not automatically create agency, representation, fiduciary, employment, partnership, or joint venture relationships.

Users should independently evaluate the qualifications, licensing status, experience, capabilities, reputation, and suitability of any professional or business with whom they interact. Separate agreements, disclosures, acknowledgments, and consents may be required before professional services are provided.

10. Independent Contractor Status

Marketplace participants generally operate as independent businesses.

Users acknowledge that marketplace participants may operate independently and may maintain separate business practices, compensation structures, operational procedures, policies, and contractual arrangements. Off Mkts is not responsible for supervising, directing, controlling, or managing the day-to-day activities of independent marketplace participants unless otherwise required by law.

11. User Responsibility

Users remain solely responsible for their own decisions, actions, evaluations, transactions, and business activities.

Users acknowledge that they are not relying upon Off Mkts for legal, tax, accounting, investment, financial, regulatory, or professional advice unless expressly agreed in a separate written agreement.

12. Licensing Compliance

Off Mkts intends to operate in compliance with applicable licensing requirements. Nothing contained in the Platform is intended to provide brokerage services, agency services, or regulated professional services in any jurisdiction where required licensure has not been obtained.

Where brokerage services, agency services, or regulated professional services are offered, such services shall be provided only through appropriately licensed individuals or entities to the extent required by applicable law. Users acknowledge that licensing requirements may vary among jurisdictions and that certain Platform functionality may be modified, restricted, limited, or unavailable in particular locations to maintain compliance with applicable law.

13. Future Business Models

Off Mkts may expand, modify, restructure, reorganize, or otherwise evolve its business operations over time, and may operate through affiliates, subsidiaries, affiliated brokerages, strategic partnerships, joint ventures, referral networks, marketplace participants, successor entities, acquired entities, and other lawful business structures.

Future business models may involve different services, operational structures, compensation models, marketplace features, technologies, communication systems, Artificial Intelligence Systems, or participant relationships. Nothing contained in this Disclosure shall limit the ability of Off Mkts to modify its business operations, organizational structure, service offerings, marketplace functionality, or business relationships, subject to applicable law.

14. Applicable Law Savings Clause

Nothing contained in this Disclosure is intended to waive, eliminate, restrict, modify, supersede, or circumvent obligations imposed by applicable law.

To the extent applicable law imposes duties, obligations, disclosures, licensing requirements, agency requirements, brokerage requirements, fiduciary obligations, consumer protections, regulatory requirements, or other legal responsibilities, such obligations shall control.

If any provision of this Disclosure is determined to be inconsistent with applicable law, the applicable law shall govern solely to the extent necessary to resolve the inconsistency, and the remaining provisions shall remain in full force and effect.

Users acknowledge that brokerage, agency, licensing, disclosure, and fiduciary requirements may vary among jurisdictions and transaction types. Nothing contained in this Disclosure shall be interpreted as creating rights or obligations that cannot lawfully be modified, waived, limited, or expanded under applicable law.

15. Electronic Acknowledgment and Records

Users acknowledge and agree that acknowledgment of this Disclosure may be provided electronically.

Off Mkts may maintain records relating to accepted Disclosure versions, acceptance timestamps, account activity, Platform activity, IP addresses, device information, user agent information, communication preferences, compliance records, and related operational records. Users acknowledge that such records may be utilized to establish acceptance, acknowledgment, compliance, Platform activity, account activity, and related matters.

16. Business Transfers

Users acknowledge that this Disclosure and related records may be reviewed, disclosed, transferred, assigned, licensed, sold, conveyed, or otherwise transferred in connection with mergers, acquisitions, financings, reorganizations, asset sales, strategic transactions, joint ventures, business combinations, and successor entities.

Any successor entity may continue to rely upon and enforce this Disclosure to the fullest extent permitted by law.

17. Changes to This Disclosure

Off Mkts may modify, revise, replace, update, or otherwise change this Disclosure from time to time due to changes in Platform functionality, marketplace operations, brokerage operations, agency practices, Artificial Intelligence Systems, legal requirements, regulatory guidance, technology, or other business developments.

Updated versions may be communicated through website postings, account notifications, email communications, Platform messages, or other reasonable methods. The “Last Updated” date appearing at the beginning of this Disclosure shall reflect the effective date of the most recent revision.

Continued use of the Platform following an update constitutes acknowledgment of the revised Disclosure to the fullest extent permitted by law. Where required by law, Users may be required to provide renewed acknowledgment before certain Platform functionality remains available.

18. Contact Information

Questions, requests, concerns, or notices relating to this Disclosure may be directed to Off Mkts LLC using the contact information below.

User Acknowledgment