Off Mkts Terms of Use

1. Acceptance of Terms

These Terms of Use (“Terms”) constitute a legally binding agreement between Off Mkts LLC (“Off Mkts,” “we,” “our,” or “us”) and each User of the Platform.

By creating an account, clicking an acceptance button, checking an acceptance box, accessing the Platform, submitting information, communicating through the Platform, participating in marketplace activities, or otherwise using the Platform, you agree to be bound by these Terms and all incorporated documents.

Electronic acceptance of these Terms constitutes a legally binding electronic signature and agreement.

If you are acting on behalf of an entity, you represent and warrant that you possess authority to bind such entity to these Terms.

2. Definitions

For purposes of these Terms:

“Platform” means the Off Mkts website, applications, communications systems, databases, software, Artificial Intelligence Systems, marketplace technologies, and related services.

“User” means any individual or entity accessing, viewing, communicating through, participating in, or otherwise using the Platform.

“User Content” means any information, communications, listings, descriptions, photographs, videos, documents, files, opportunity information, submissions, or other content provided by a User.

“Marketplace Assets” means marketplace opportunities, referrals, introductions, communications, relationships, routing systems, goodwill, marketplace information, and related assets facilitated, developed, maintained, or protected by Off Mkts.

“Marketplace Intelligence Assets” means marketplace analytics, behavioral information, operational intelligence, relationship intelligence, opportunity intelligence, rankings, routing intelligence, insights, trends, and related information derived from Platform activity.

“Artificial Intelligence Systems” means machine learning systems, language models, recommendation systems, matching systems, routing systems, analytics systems, automated decision-support systems, and related technologies utilized by Off Mkts.

“Master Platform Agreement” means the Off Mkts Master Platform Agreement, as amended from time to time.

3. Incorporated Documents

By accepting these Terms, Users also acknowledge and agree to the incorporated documents.

The Master Platform Agreement governs matters including Marketplace Assets, Marketplace Intelligence Assets, Artificial Intelligence rights, intellectual property rights, opportunity protection rights, anti-circumvention obligations, data rights, and related enterprise governance matters.

To the extent permitted by law, the Master Platform Agreement shall control regarding matters specifically governed therein.

4. Eligibility

Off Mkts reserves the right to refuse service, suspend access, restrict functionality, investigate activity, or terminate accounts where reasonably necessary to protect Users, Marketplace Assets, Marketplace Intelligence Assets, Platform operations, or legal compliance.

5. Platform Purpose

Off Mkts operates a technology-enabled marketplace that facilitates opportunities, introductions, referrals, communications, lead routing, and related marketplace activities.

The Platform may facilitate real estate opportunities, investment opportunities, business opportunities, marketplace communications, relationship development, and related activities.

Off Mkts does not guarantee transactions, investments, referrals, introductions, financing, opportunities, listings, business relationships, or any particular outcome.

Users remain solely responsible for conducting independent due diligence and evaluating opportunities.

6. User Accounts

Certain Platform functionality may require account registration.

Accounts may not be sold, assigned, transferred, leased, shared, or otherwise provided to third parties without prior written authorization from Off Mkts.

Off Mkts may suspend, restrict, investigate, or terminate accounts in accordance with these Terms.

7. Marketplace Participation Standards

Users agree to participate in the Platform honestly, professionally, and in compliance with applicable law.

Users shall not scrape, harvest, copy, reverse engineer, systematically extract, or misuse Platform information, Marketplace Assets, or Marketplace Intelligence Assets without authorization.

Off Mkts reserves the right to investigate conduct that may compromise Platform integrity, marketplace integrity, user safety, Marketplace Assets, Marketplace Intelligence Assets, or legal compliance.

8. Opportunity Protection

Users acknowledge that opportunities, referrals, introductions, communications, relationships, and marketplace connections facilitated through the Platform may constitute valuable Marketplace Assets.

Off Mkts’ contractual protections relating to opportunities introduced, generated, matched, routed, communicated, or otherwise facilitated through the Platform.

Users acknowledge that Marketplace Assets may derive value from confidentiality, timing, relationships, introductions, and marketplace participation.

Users further acknowledge that additional Opportunity Protection and Anti-Circumvention obligations are contained within the Master Platform Agreement and are incorporated herein by reference.

Nothing in these Terms authorizes conduct prohibited by applicable law.

9. User Content License

Users retain ownership of User Content submitted through the Platform.

User Content in connection with Platform operations, Platform development, Artificial Intelligence Systems, analytics, marketplace services, compliance, security, business operations, and related lawful purposes.

Users waive any claim for compensation arising from lawful use of User Content under this license.

Users represent and warrant that they possess all rights necessary to grant the foregoing license.

Users remain solely responsible for User Content submitted through the Platform.

10. Communications Consent

By using the Platform, Users consent to communications as described in the Off Mkts Consent to Contact Disclosure.

Communications may relate to opportunities, referrals, marketplace participation, listings, customer support, transactions, legal notices, security matters, product updates, and Platform operations.

Off Mkts may maintain records of communication preferences, acceptance records, opt-in records, opt-out records, timestamps, IP addresses, device information, user agent information, and accepted document versions.

Additional communication terms are contained in the Off Mkts Consent to Contact Disclosure.

11. Artificial Intelligence Systems

Off Mkts may utilize Artificial Intelligence Systems in connection with Platform operations.

Artificial Intelligence Systems may utilize information generated through Platform participation to improve operational performance, marketplace functionality, analytics, recommendations, and related services.

Users acknowledge that Artificial Intelligence Systems may not always be accurate, complete, reliable, current, or error-free.

Users remain solely responsible for independently evaluating opportunities, referrals, recommendations, communications, investments, transactions, counterparties, and business decisions.

Nothing contained in these Terms guarantees the accuracy, reliability, completeness, or suitability of Artificial Intelligence System outputs.

12. Brokerage Disclosure

Communications, referrals, introductions, opportunity matching, lead routing, recommendations, marketplace participation, or Platform activity do not independently create brokerage, agency, fiduciary, advisory, employment, partnership, or joint venture relationships.

Users acknowledge that brokerage representation, where applicable, generally requires separate written agreements, disclosures, acknowledgments, and documentation as required by applicable law.

Additional information regarding brokerage and agency relationships is contained in the Off Mkts Brokerage & Agency Disclosure.

13. Account Suspension and Enforcement Rights

Users agree to cooperate with reasonable investigations involving alleged misconduct, fraud, abuse, security incidents, legal compliance concerns, Platform protection, or marketplace integrity.

Failure to cooperate may result in account restriction, suspension, or termination.

14. Platform Changes

Off Mkts reserves the right to modify, update, suspend, discontinue, replace, enhance, restrict, or remove any portion of the Platform at any time.

Off Mkts shall not be liable for modification, suspension, interruption, restriction, degradation, or discontinuation of Platform functionality.

Users acknowledge that Platform functionality may evolve as technology, legal requirements, marketplace conditions, and business operations change.

15. Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

USERS ASSUME ALL RISKS ASSOCIATED WITH PLATFORM USE.

16. No Reliance

Unless expressly contained in a separate written agreement executed by Off Mkts, no communication, recommendation, referral, ranking, introduction, opportunity listing, platform activity, or marketplace interaction shall constitute a guarantee, representation, warranty, or promise of future performance or results.

Users remain solely responsible for conducting independent due diligence and making independent decisions.

17. Limitation of Liability

THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

THE LIMITATIONS CONTAINED HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

CERTAIN JURISDICTIONS MAY NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY. IN SUCH CASES, THESE LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

18. Dispute Resolution

18.1 Informal Resolution

The parties shall attempt good-faith informal resolution for a minimum period of thirty (30) days.

18.2 Mediation

If informal resolution is unsuccessful, the parties agree to participate in confidential mediation before initiating arbitration, except where immediate equitable relief is reasonably necessary.

Unless otherwise agreed, mediation shall occur in Minnesota.

18.3 Binding Arbitration

shall be resolved through final and binding arbitration.

Arbitration shall be administered by the American Arbitration Association (“AAA”) under its applicable rules then in effect.

The Federal Arbitration Act shall govern interpretation and enforcement of this arbitration provision.

The arbitrator shall possess authority to award any remedy available under applicable law except where limited by these Terms.

The arbitrator’s decision shall be final and binding.

Judgment upon the arbitration award may be entered in any court having jurisdiction.

18.4 Venue

Unless prohibited by law, mediation and arbitration proceedings shall occur in Minnesota.

18.5 Injunctive Relief

18.6 Survival

This Dispute Resolution section survives termination of Platform participation.

19. Waiver of Jury Trial

Users acknowledge that they understand the consequences of this waiver.

20. Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, USERS AGREE THAT ALL CLAIMS SHALL BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY.

No arbitrator or court shall possess authority to consolidate claims of multiple parties except where required by applicable law.

If any portion of this Class Action Waiver is determined unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law.

21. Business Transfers

Users further acknowledge that information, contractual rights, Platform assets, Marketplace Assets, Marketplace Intelligence Assets, and related business assets may be reviewed, disclosed, transferred, licensed, assigned, or otherwise conveyed as part of such transactions, subject to applicable law.

Any successor entity may continue to enforce these Terms in accordance with applicable law.

22. Electronic Records

Electronic records shall be admissible to the fullest extent permitted by law and may be used in arbitration, litigation, mediation, regulatory proceedings, investigations, or other dispute-resolution processes.

Users agree that electronic signatures, click-through acceptances, electronic acknowledgments, and electronic communications satisfy any legal requirement for a signed writing to the fullest extent permitted by law.

23. Changes to Terms

Off Mkts may update or modify these Terms from time to time.

The “Last Updated” date appearing at the beginning of these Terms shall reflect the effective date of the most recent revision.

Where required by law, Users may be required to affirmatively accept updated Terms before continuing to access certain Platform functionality.

Continued use of the Platform following an update constitutes acceptance of the revised Terms to the fullest extent permitted by law.

24. Survival

Termination of an account does not eliminate obligations, liabilities, rights, protections, or remedies that accrued prior to termination.

25. Governing Law

These Terms shall be governed by and interpreted in accordance with the laws of the State of Minnesota, without regard to conflict-of-law principles.

Nothing contained in these Terms shall waive rights that cannot legally be waived under applicable law.

26. Force Majeure

During such events, Off Mkts may suspend, modify, restrict, or discontinue Platform functionality without liability.

27. Severability

If any provision of these Terms is determined to be invalid, illegal, unenforceable, or void, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

Any invalid or unenforceable provision shall be modified and enforced to the minimum extent necessary to achieve its intended purpose while preserving the enforceability of the remaining provisions.

28. No Waiver

The failure of Off Mkts to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

Any waiver shall be effective only if expressly made in writing by an authorized representative of Off Mkts.

No waiver of any breach shall constitute a waiver of any subsequent breach.

29. Assignment

Users may not assign, transfer, delegate, sublicense, or otherwise transfer any rights or obligations under these Terms without the prior written consent of Off Mkts.

Any attempted assignment in violation of this section shall be void.

Off Mkts may assign, transfer, delegate, or otherwise transfer its rights and obligations under these Terms without restriction in connection with any transaction described in Section 21.

30. Contact Information

Questions regarding these Terms may be directed to Off Mkts LLC using the contact information below.

31. User Acknowledgment

You further acknowledge that Off Mkts may maintain records of acceptance, accepted document versions, timestamps, IP addresses, device information, user agent information, communication preferences, Platform activity, and related records to demonstrate consent, compliance, and agreement to these Terms.