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Investor Portal Terms of Use
Last Updated: 10/13/2026
AT A GLANCE (PLAIN-ENGLISH SUMMARY)
This summary is for convenience only and does not replace the full Terms below, which control. Please read the full Terms.
By checking “I agree” and using the Portal, you are confirming and agreeing that:
You are an accredited investor, at least 18, and either investing for yourself or authorized to act for the entity or person you represent, and your status will be verified. We can decline, suspend, or revoke access.
Investments are high-risk and illiquid. You can lose some or all of your money, nothing is guaranteed, and numbers shown in the Portal are for convenience only and are not promises.
The actual deal documents control, not the Portal. Your real rights come from the offering, subscription, and operating documents you sign, not from these Terms or anything displayed on screen.
You will protect your login and verify wire instructions by phone. You are responsible for activity under your account, and wire-fraud losses from unverified instructions are your risk.
You agree to settle disputes by individual arbitration in Houston, Texas. You give up the right to a jury trial and to class actions, and claims must be brought within one year. Limited exceptions apply, and nothing waives rights you have under the securities laws.
Our liability to you is capped at $100, and you agree to a release and to cover certain losses you cause (indemnification).
You consent to electronic documents and signatures, to monitoring and recording of your Portal activity, and, if you give a phone number, to calls and texts (reply STOP to opt out of texts).
If you do not agree to all of the Terms below, do not check the box and do not use the Portal.
IMPORTANT NOTICE - PLEASE READ CAREFULLY. These Investor Portal Terms of Use (the “Terms”) form a binding legal agreement between you and AARO that governs your access to and use of the AARO investor portal (the “Portal”). They apply to prospective investors, investors, and their authorized representatives, advisors, co-investors, and beneficial owners, and they incorporate the Investor Portal Privacy Notice and any non-disclosure agreement you accept through the Portal. Capitalized terms have the meanings given in Section 1.
These Terms contain provisions that materially affect your legal rights and limit the rights and remedies you may have against AARO and the Covered Persons. Please read them carefully. Among other things, by accepting these Terms you:
agree that these Terms govern your use of the Portal only, and that any investment and the rights and obligations relating to it are governed solely by the applicable Investment Documents, which control (Section 2);
make representations regarding your age, eligibility, and accredited investor status, and agree your access is subject to verification and may be declined, suspended, or revoked (Sections 3 and 34);
are responsible for your account, credentials, and all activity under them (Section 4);
agree to confidentiality obligations covering Offering Materials and other Confidential Information, enforceable by injunction (Section 6);
consent to transact business and sign documents electronically, and to receive documents, tax forms, and notices electronically (Sections 7 and 8);
acknowledge that information displayed in the Portal is for convenience, is not guaranteed, and does not create any entitlement (Sections 9, 36, and 37);
make representations and covenants regarding the accuracy of your information and your sanctions, anti-money-laundering, and source-of-funds status (Section 10);
agree to broad disclaimers of warranties (Section 14) and to assume the risks of investment and of using the Portal (Section 15);
agree to a limitation of liability that caps the aggregate liability of the Covered Persons at one hundred U.S. dollars (Section 16), and to a release (Section 17) and an indemnification obligation (Section 18);
agree to a binding individual arbitration requirement, a class-action and representative-action waiver, a jury-trial waiver, and a one-year limitations period, subject to a pre-arbitration notice process and limited carve-outs (Section 20);
consent to wire and ACH fraud-prevention procedures, including a duty to independently verify payment instructions (Section 32);
consent to monitoring and recording of your Portal activity and communications (Section 42); and
agree to electronic, telephone, and text message communications, where you provide a telephone number (Sections 8 and 29).
These provisions are subject to the Reservation of Regulatory Rights in Section 21, which provides that nothing in these Terms waives any right or remedy that cannot be waived under applicable law, including the federal securities laws. You accept these Terms, and give the consents they contain, when you check the acceptance box presented at Portal sign-up together with the Investor Portal Privacy Notice, when you electronically sign or accept any document that references them, and each time you access or use the Portal. If you do not agree to these Terms, do not check the acceptance box and do not access or use the Portal. We recommend that you read these Terms in full and retain a copy for your records.
1. Definitions and Acceptance of Terms
(a) Definitions. In these Terms, the following capitalized terms have the meanings set forth below. Other capitalized terms are defined where they first appear. Definitions apply equally to the singular and plural forms, a defined term includes its correlative forms, and the words “including,” “includes,” and “such as” are deemed to be followed by “without limitation.” References to a Section are to a Section of these Terms unless otherwise stated, and Section headings are for convenience only and do not affect interpretation.
“AARO,” “we,” “us,” and “our” mean AARO Real Estate LLC, doing business as AARO Hospitality, together with its affiliates and subsidiaries, including AARO Hospitality Management, AARO Holdings, and AARO Construction Management, and any other entity now or in the future under common ownership or control with AARO.
“Affiliate” means, with respect to any person, any other person that directly or indirectly controls, is controlled by, or is under common control with that person, where “control” means the power to direct or cause the direction of the management or policies of a person, whether through ownership of voting interests, by contract, or otherwise.
“Confidential Information” has the meaning given in Section 6.
“Covered Persons” means AARO and each of the AARO entities described in the definition of “AARO” above, together with their respective past, present, and future officers, directors, members, managers, principals, partners, employees, contractors, agents, advisors, legal counsel, representatives, service providers and the Platform Provider acting on their behalf, successors, and assigns. Each Covered Person is an intended third-party beneficiary of these Terms, entitled to enforce and to rely on every right, protection, limitation, disclaimer, release, and indemnity afforded to AARO or to Covered Persons under these Terms as if named directly, and the protections afforded to Covered Persons are intended to be independent and cumulative.
“Investment Documents” means, with respect to any investment, the offering document, private placement memorandum, subscription agreement, investor questionnaire, operating agreement, limited partnership agreement, side letter, and any other definitive agreement, instrument, or document relating to that investment, in each case as amended, restated, supplemented, or otherwise modified from time to time.
“Offering Materials” has the meaning given in Section 5.
“Personal Information” has the meaning given in the Investor Portal Privacy Notice.
“Platform Provider” means Agora and any other third party that hosts, powers, operates, or provides the Portal or any material feature of it, and any successor to or assign of such provider.
“Portal” means the AARO investor portal hosted on the Platform Provider’s systems, together with all related investor marketing, onboarding, accreditation and identity verification, subscription, data room, funding, reporting, distribution, tax, and communication features, and any associated mobile application, in each case whether accessed by website, application, email, or otherwise.
“Privacy Notice” means the AARO Investor Portal Privacy Notice, as amended from time to time, which is incorporated into these Terms.
“you” and “your” mean the person accessing or using the Portal, and, if you access or use the Portal on behalf of an entity, trust, retirement account, or other person, both you individually and that person, each of whom is bound by these Terms and on whose behalf you represent and warrant you are authorized to act.
(b) Acceptance of Terms. These Investor Portal Terms of Use (“Terms”) govern your access to and use of the Portal, operated by AARO, and together with the Privacy Notice and any non-disclosure agreement you accept through the Portal are intended to be read as a single, integrated agreement. You accept these Terms, and give the consents and acknowledgments they contain, by any of the following, each of which is sufficient: checking the acceptance box presented at Portal sign-up by which you accept these Terms together with the Privacy Notice; electronically signing, clicking to accept, or otherwise assenting to any document, screen, or prompt that references or incorporates these Terms; and accessing or using the Portal. By doing so, you acknowledge that you have read, understood, and agree to be bound by these Terms and the Privacy Notice.
If you are accessing or using the Portal, or accepting these Terms, on behalf of an entity, trust, retirement account, or other person, you represent and warrant that you are authorized to do so and to bind that person, consistent with Sections 39 and 40, and “you” refers to both you individually and that person. AARO may record and retain evidence of your acceptance, including the version accepted and the date, time, and account associated with acceptance, and you agree that such records are valid and admissible evidence of your acceptance of, and agreement to be bound by, these Terms. If you do not agree to these Terms, you must not check the acceptance box and must not access or use the Portal. Your continued access to or use of the Portal after any revised Terms take effect constitutes acceptance as provided in Section 25.
2. Relationship to Offering and Subscription Documents
These Terms, together with the Investor Portal Privacy Notice and any non-disclosure agreement you accept through the Portal, govern your access to and use of the Portal. They are not, and do not constitute, modify, amend, waive, supersede, or form part of, any offering document, private placement memorandum, subscription agreement, investor questionnaire, operating agreement, limited partnership agreement, side letter, or other definitive agreement or document relating to any investment (collectively, “Investment Documents”). The Portal, and these Terms, serve only as a means of marketing to eligible investors, delivering information and documents, administering onboarding and subscriptions, and reporting; they are an administrative and informational layer and not a source of any investment right or obligation.
Your rights and obligations with respect to any investment, and the rights and obligations of AARO and any issuer, sponsor, general partner, manager, or affiliate, are established solely by the applicable Investment Documents and not by these Terms, the Privacy Notice, or anything made available through the Portal. In the event of any conflict or inconsistency between these Terms and any Investment Document with respect to an investment, the Investment Document controls, consistent with the order of precedence in Section 27. No provision of these Terms limits, reduces, or modifies any obligation AARO or any other party expressly undertakes in an Investment Document.
Nothing displayed, generated, stored, or made available in or through the Portal, including any dashboard, account balance, valuation, performance figure, projected or target return, capital-account statement, summary, chart, label, description, or document reproduction, creates, alters, supplements, amends, or waives any term of any investment or any Investment Document, or creates any entitlement, representation, warranty, or guarantee. Any such information is provided for convenience only, may be unaudited, estimated, preliminary, incomplete, or subject to change, and is qualified in its entirety by the Investment Documents and AARO’s official books and records, which control in the event of any difference, as further provided in Sections 9, 36, and 37. To the extent an Investment Document for a given investment contains its own provisions governing electronic delivery, electronic signatures, confidentiality, notices, dispute resolution, or similar matters, those provisions govern that investment, and these Terms apply to your use of the Portal itself.
3. Eligibility; Accredited Investors
To access or use the Portal, you must be at least 18 years of age, of legal age to form a binding contract in your jurisdiction, and legally capable of entering into and performing these Terms, and you must not be a person barred from using the Portal or from investing under applicable law, including any person subject to U.S. economic sanctions or appearing on any government watchlist described in Sections 10 and 34. By accessing or using the Portal, you represent and warrant that you meet these requirements.
Access to investment opportunities, offering materials, and data rooms through the Portal is limited to persons who qualify as “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, and who satisfy any additional eligibility, suitability, identity, sanctions, anti-money-laundering, and verification requirements that AARO, any issuer, or any verification provider may impose for a given investment or for the Portal generally. Additional or different eligibility criteria may apply to a specific investment under its Investment Documents, which control as provided in Section 2, and may include qualified purchaser, qualified client, or other status.
Any eligibility, accreditation, qualification, or suitability status you assert, whether through the Portal, an acknowledgment, a questionnaire, or otherwise, is your representation, is not a determination or acceptance by AARO, and is subject to independent verification as provided in Section 34 and in the Investor Portal Privacy Notice. You agree to provide the information and documentation reasonably required to establish and re-confirm your eligibility, to keep that information current, and to notify AARO promptly if you cease to qualify. AARO makes no representation that any investment is suitable or available to you, and nothing in the Portal is a solicitation of, or offer to, any person who does not qualify or in any jurisdiction where it would be unlawful.
AARO may, in its sole discretion and without liability, decline, condition, limit, suspend, revoke, or terminate your access to the Portal or to any investment opportunity, require re-verification, or refuse or unwind any subscription, at any time and for any reason or no reason, including based on eligibility or verification results, suspected inaccuracy, or legal or regulatory requirements, in each case as further provided in Sections 24 and 34. The determination of your eligibility and of whether to accept any subscription rests solely with AARO and the applicable issuer and is governed by the Investment Documents.
4. Account Registration and Security
To access certain features of the Portal, you must register for an account and provide accurate, current, and complete registration information, and you agree to maintain and promptly update that information so it remains accurate, current, and complete. You may not register for an account using false information, on behalf of any person you are not authorized to represent, or where you are barred from using the Portal under Section 3. AARO may accept or decline any registration in its sole discretion as provided in Sections 3 and 24.
You are responsible for maintaining the confidentiality and security of your account credentials, including any username, password, security question, token, one-time code, biometric key, or other authentication method, and for all devices and email accounts used to access the Portal. You agree to keep your credentials confidential, not to share, transfer, sell, or permit any other person to use them except an authorized representative acting on your behalf as provided in Sections 39 and 40, and to use reasonable measures to protect your account, including using any multi-factor authentication AARO makes available.
You are responsible for all activity that occurs under your account, and for all access, instructions, submissions, acceptances, and electronic signatures made using your credentials, whether or not authorized by you, and AARO and the Platform Provider are entitled to treat any such activity as authorized by and binding on you, subject to applicable law. You agree to notify AARO immediately at admin@aarorealestate.com of any actual or suspected unauthorized access to or use of your account, any loss, theft, or compromise of your credentials, and any other breach of security, and to cooperate with AARO in investigating and addressing it.
To the fullest extent permitted by applicable law, and except to the extent a loss results directly from AARO’s own failure to maintain the safeguards required of it by applicable law, AARO and the Covered Persons are not liable for any loss, damage, or liability arising out of or relating to any unauthorized access to or use of your account, any use of your credentials, or your failure to safeguard your credentials, devices, or email, or to verify instructions as provided in Section 32, and any such loss is subject to Sections 14, 15, and 16. AARO may suspend, restrict, or terminate access to your account, reset credentials, or require re-verification at any time, with or without notice, to protect the security or integrity of the Portal as provided in Section 24.
5. No Public Offer; Confidential Offering Materials
Any offering materials, investment summaries, data room contents, financial information, and related documents made available through the Portal (collectively, “Offering Materials”) are made available only to eligible, verified prospective investors who have satisfied the requirements of Sections 3 and 34, and are furnished solely for the limited purpose of enabling you to evaluate a potential investment. The availability of Offering Materials to you is not, and shall not be construed as, a public offering, a general solicitation or general advertising, or an offer or solicitation to any person other than you.
Any offer or sale of securities is made only through, and is governed solely by, the definitive Investment Documents furnished for that investment, as provided in Section 2, and the Portal, together with any Offering Materials, serves only as a secure means of marketing to eligible investors and of delivering, presenting, and administering those materials. No Offering Material modifies, supplements, or supersedes any Investment Document, and in the event of any difference the Investment Document and AARO’s official books and records control, as further provided in Sections 2, 9, 36, and 37. No summary or presentation of an investment in the Portal is complete, and any investment decision must be based solely on the complete Investment Documents and your own independent review.
Nothing displayed, provided, or made available in or through the Portal constitutes, or should be relied upon as, investment, legal, tax, accounting, or other professional advice, a recommendation or solicitation to make or refrain from any investment, or a representation, warranty, or guarantee of any result, return, or outcome. AARO does not, through the Portal, act as your adviser or fiduciary or assess the suitability of any investment for you, consistent with Section 44, and you are solely responsible for your own evaluation, due diligence, and decisions and for obtaining your own professional advice.
The making available of any Offering Material does not constitute an offer or solicitation in any jurisdiction, or to any person, in or to which such an offer or solicitation would be unlawful, and AARO may restrict access to Offering Materials by jurisdiction, investor status, or otherwise. Your access to Offering Materials is subject to the confidentiality obligations in Section 6 and any non-disclosure agreement you accept through the Portal, and is granted only for your evaluation and administration of a potential or actual investment and for no other purpose.
6. Confidentiality
All non-public information made available to or obtained by you through or in connection with the Portal, including Offering Materials, private placement memoranda and other Investment Documents, financial statements and projections, property-level and portfolio data, valuations and performance information, rent rolls, budgets and models, investor and co-investor information, data room contents, and the existence and terms of any proposed or actual investment or negotiation (collectively, “Confidential Information”), is confidential and proprietary to AARO, its Affiliates, or the applicable issuer, and is provided to you solely to evaluate, make, and administer a potential or actual investment. Confidential Information does not include information that you can demonstrate by written records was already lawfully in your possession without a duty of confidentiality before disclosure through the Portal, is or becomes generally available to the public other than through your act or omission, or is lawfully obtained by you from a third party not bound by a duty of confidentiality.
You agree to: hold all Confidential Information in strict confidence and protect it with at least the degree of care you use for your own confidential information and no less than reasonable care; not disclose it to any person other than your own professional advisors, and, for an entity, trust, or retirement-account investor, those of your directors, officers, members, managers, partners, employees, trustees, and authorized representatives, in each case who have a need to know it for the permitted purpose and who are bound by confidentiality obligations at least as protective as these; and not use it for any purpose other than evaluating, making, or administering your investment. You are responsible for any breach of this Section by any person to whom you disclose Confidential Information. You agree not to reproduce, copy, download, screenshot, photograph, distribute, forward, publish, or post any Confidential Information, in whole or in part, without AARO’s prior written consent, except copies reasonably necessary for the permitted purpose, which remain subject to this Section.
You further agree not to use any Confidential Information to compete with AARO or any issuer, to solicit or transact with any investor, counterparty, lender, or property owner identified through the Portal, or in connection with the purchase, sale, or trading of any security, and you acknowledge that Confidential Information may constitute material non-public information, the misuse of which may violate applicable securities laws, consistent with Section 21.
These obligations are in addition to, and do not replace, limit, or waive, any separate non-disclosure agreement you accept through the Portal or otherwise, which remains in effect in accordance with its terms and, as to the confidential information and obligations it covers, controls as provided in Section 27. You acknowledge and agree that any unauthorized disclosure or use of Confidential Information may cause AARO irreparable harm for which monetary damages would be inadequate, and that AARO and any affected issuer are entitled to seek injunctive and other equitable relief, without the necessity of posting a bond, in addition to any other remedy available at law or in equity, as provided in Section 20.
Materials made available through the Portal may be individually watermarked, traced, and access-logged, and we may use such measures to identify the source of any unauthorized disclosure. Upon AARO’s request or upon the termination of your access or your relevant investment, you will promptly cease all use of, and return or destroy (and, if requested, certify the destruction of) all Confidential Information in your possession or control, except that you may retain copies to the extent required by law or your bona fide internal document-retention policies, in each case subject to your continuing confidentiality obligations. Your obligations under this Section survive termination of your access to the Portal and any investment and continue for so long as the information remains confidential.
7. Electronic Signatures and Records
You consent to transact business with AARO electronically through the Portal, and you agree that your use of the Portal to review, complete, sign, accept, and submit documents and information is intended to have the same legal effect as doing so on paper. You agree that your electronic signature, mark, click-to-accept, check-box, typed name, or other electronic indication of assent on or to any document, agreement, questionnaire, acknowledgment, consent, or instruction made through the Portal, including any subscription agreement and any Investment Document executed through the Portal, constitutes your signature, is the legal equivalent of your manual, handwritten signature, and is valid, binding, and enforceable against you to the same extent as a manual signature.
You agree that these Terms, the Privacy Notice, each document you sign or accept through the Portal, and the related consents and disclosures may be entered into, formed, and evidenced electronically, and that each satisfies, and you waive any right to assert that it does not satisfy, any requirement that a contract, record, signature, consent, or disclosure be in writing, be signed, or be retained in non-electronic form, in each case under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA) as adopted in Texas, and any other applicable law. You represent that you have the authority to sign electronically as provided in Sections 39 and 40, and that your electronic signature is your own or that of a person you are authorized to bind.
You confirm that you are able to access, view, and retain electronic records, including documents in common formats such as PDF, through the Portal or by email, and you agree to maintain valid contact and access information as provided in Sections 4 and 43. You agree that records of your access, acceptances, signatures, instructions, and transactions maintained by AARO or the Platform Provider, including associated metadata, time stamps, and audit trails, are accurate, authentic, admissible in any proceeding, and constitute the authoritative and complete record of the applicable transaction, and you waive any objection to their admissibility on the basis that they are electronic. With respect to any specific investment, any electronic-signature or records provisions in the applicable Investment Documents also apply as provided in Section 2.
You may withdraw your consent to transact electronically, or request a paper copy of any document, by contacting AARO at admin@aarorealestate.com, in each case as further provided in Section 8. Withdrawing consent may prevent you from accessing or using the Portal, completing onboarding or verification, or making or maintaining an investment, and AARO may, where electronic transacting is no longer consented to, suspend or terminate your access as provided in Section 24. Any withdrawal is effective only prospectively, applies only after AARO has had a reasonable opportunity to act on it, and does not affect the validity, binding effect, or enforceability of any document, signature, consent, or transaction made electronically before the withdrawal takes effect.
8. Electronic Delivery of Documents
You consent to receive electronically, through the Portal or by email to the address associated with your account, all documents, notices, disclosures, statements, and communications relating to your use of the Portal, your account, and your investments (collectively, “Communications”), including Offering Materials and other Investment Documents, subscription documents, capital call and distribution notices, account and capital-account statements, investor reports and updates, tax documents including IRS Schedule K-1 and related forms, consents and acknowledgments, amendments to these Terms and the Privacy Notice, privacy and security notices, and legal and regulatory notices. You agree that delivery of any Communication by posting it to the Portal, by emailing it to you, or by emailing you notice that it is available in the Portal, constitutes delivery to you, and that such electronic delivery satisfies any legal or contractual requirement that the Communication be delivered, provided, or made available in writing.
You agree that a Communication is deemed received by, and effective as to, you when AARO sends it to the email address associated with your account, when AARO posts it to the Portal, or, where AARO emails notice that a Communication is available in the Portal, when that notice is sent, in each case whether or not you actually access or open it, and subject to any different delivery or effectiveness provision in an applicable Investment Document, which controls for that investment as provided in Section 2. You acknowledge that certain Communications are time-sensitive and that failure to review them promptly may adversely affect your rights, and you are responsible for regularly accessing the Portal and monitoring the associated email account.
To receive Communications electronically, you must maintain a valid email address and access to the internet and to equipment and software capable of accessing the Portal and viewing, printing, and retaining documents in common formats such as PDF, as provided in Section 7. You are responsible for keeping your email address and other contact information current, and for notifying AARO promptly of any change, through the Portal or at admin@aarorealestate.com, and AARO is not responsible for any Communication not received because your contact information was inaccurate, outdated, or incapable of receiving it, or because a Communication was filtered, blocked, or diverted by your systems, consistent with Sections 16 and 43 and Section 19 of the Privacy Notice.
You may request a paper copy of any Communication, or withdraw your consent to electronic delivery, by contacting AARO at admin@aarorealestate.com; AARO may provide paper copies by mail and may charge a reasonable fee for them except where prohibited by law. Withdrawing consent to electronic delivery, or an inability to receive Communications electronically, may delay delivery, limit or prevent your access to or use of the Portal, and limit your ability to complete or maintain an investment, and AARO may suspend or terminate access as provided in Section 24. Any withdrawal is effective only prospectively, after AARO has had a reasonable opportunity to act on it, and does not affect the validity or effectiveness of any Communication delivered electronically before the withdrawal takes effect. This consent remains in effect for so long as you use the Portal or maintain an investment and until withdrawn as provided in this Section.
9. No Reliance; Accuracy of Portal Information
All information displayed, generated, or made available in or through the Portal, including account and capital-account balances, contributions and distributions, valuations and net asset values, performance figures, internal rates of return, equity multiples, yields, occupancy and revenue figures, projected or target returns, dashboards, charts, summaries, and property and portfolio data, is provided for your convenience and general information only. Such information may be unaudited, estimated, preliminary, incomplete, rounded, as of a prior date, or subject to revision, adjustment, true-up, or change without notice, and may be derived from or dependent on information provided by third parties, including the Platform Provider, property managers, lenders, administrators, and valuation sources, which AARO does not independently verify and for which AARO is not responsible beyond its arrangements with those parties.
The information displayed in the Portal does not create any entitlement and is qualified in its entirety by, and in the event of any difference is superseded by, the applicable Investment Documents and AARO’s official books and records, which control, as provided in Sections 2, 36, and 37. A figure shown in the Portal is not a representation, warranty, or guarantee of any actual, current, or future value, balance, return, or distribution, is not an account statement or valuation except where a document is expressly designated as such and sourced from official records, and may differ from the amounts, values, or results ultimately determined under the Investment Documents.
Any statement in the Portal regarding targeted, projected, estimated, or anticipated returns, strategy, business plan, market outlook, pipeline, or performance, and any similar statement that is not purely historical, is a forward-looking statement based on assumptions and expectations that are inherently uncertain and subject to significant business, economic, market, financing, regulatory, and other risks and changes beyond AARO’s control. Forward-looking statements and any target or projected returns are hypothetical and illustrative, are not promises, guarantees, or predictions of future results, and actual results may differ materially. Past or current performance of any investment, property, or strategy is not indicative of, and provides no assurance regarding, future results, and no target or projection should be understood as a commitment that it will be achieved.
You acknowledge and agree that you will not rely, and are not entitled to rely, on any information or figure displayed in the Portal as a representation of actual or guaranteed value, performance, balance, or return, or as a basis for any investment or other decision, and that any investment decision must be based solely on the complete Investment Documents and your own independent investigation and the advice of your own professional advisors, consistent with Sections 5 and 15. To the fullest extent permitted by applicable law, and subject to Section 21, AARO and the Covered Persons have no liability arising from any inaccuracy, incompleteness, or change in, or your reliance on, any information displayed in the Portal, and any such matter is subject to Sections 14, 15, and 16.
10. Your Representations and Covenants
You represent, warrant, and covenant to AARO, as of the date you accept these Terms and each time you access or use the Portal, submit information, or make or fund an investment, that:
(a) all information and documentation you submit or make available through or in connection with the Portal, including identity, contact, eligibility, accreditation, suitability, financial, tax, beneficial-ownership, and funding information, is true, accurate, current, and complete, is your own or that of a person you are authorized to represent, and is not misleading, and you will promptly correct and update it if it changes or becomes inaccurate;
(b) you have the legal right, power, capacity, and authority to access and use the Portal, to accept these Terms, and to provide all information you submit, including any information about co-investors, joint holders, beneficial owners, equity owners, trustees, beneficiaries, authorized representatives, or advisors, and you have obtained any notice or consent required from those persons as provided in Section 12 of the Privacy Notice;
(c) you, and each person who directly or indirectly controls, is controlled by, or is under common control with you, and each of your beneficial owners, authorized representatives, and the sources of your funds, are not, and are not acting directly or indirectly on behalf of, a person or entity that is the target of, or with whom transactions are restricted or prohibited under, U.S. economic sanctions, anti-money-laundering, counter-terrorism-financing, or anti-corruption laws, including any person named on, or owned or controlled by a person named on, any list maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control or any other applicable governmental authority, and you are not located in or organized under the laws of a comprehensively sanctioned jurisdiction;
(d) all funds you contribute or transfer in connection with any investment are derived from legitimate sources and are not derived from, related to, or used in furtherance of any unlawful activity, including money laundering, terrorist financing, or any other activity prohibited by applicable law, and your participation does not and will not cause AARO or any issuer to violate any such law;
(e) you are acquiring, or evaluating acquiring, any interest for your own account or for the account of a person you are authorized to represent, for investment purposes, and not with a view to any distribution in violation of the securities laws, and your access to Offering Materials and Confidential Information complies with Sections 5 and 6;
(f) you have had the opportunity to obtain, and are relying solely on, your own legal, tax, financial, and investment advice, and you are not relying on AARO or any Covered Person for any such advice or for any assessment of suitability, consistent with Sections 5, 9, and 44; and
(g) your access to and use of the Portal, and your acceptance and performance of these Terms, do not and will not violate any law or any agreement or obligation binding on you.
You agree to provide promptly any information, documentation, or certification AARO or any verification provider reasonably requests to establish, verify, or re-confirm any of the foregoing, including for identity, sanctions, anti-money-laundering, know-your-customer, beneficial-ownership, accreditation, and tax purposes as provided in Section 34, and to notify AARO promptly if any representation in this Section becomes untrue or any information you provided changes. You acknowledge that AARO, the Covered Persons, and the applicable issuer are relying on these representations, warranties, and covenants, that they are a condition of your access to the Portal and to any investment, and that their breach may result in suspension or termination of access, rejection or unwinding of any subscription, and liability, in each case as provided in Sections 3, 18, 24, and 34. These representations, warranties, and covenants are in addition to, and not in limitation of, any made in any Investment Document, which govern the applicable investment as provided in Section 2.
11. Prohibited Conduct
You agree that you will not, and will not permit any person acting on your behalf or using your account to:
(a) use the Portal in violation of any applicable law, regulation, or these Terms, or for any unlawful, fraudulent, or unauthorized purpose;
(b) access or use, or attempt to access or use, any portion of the Portal, any account, data, or content that you are not authorized to access, or any server, system, or network connected to the Portal, or bypass, disable, or circumvent any authentication, access control, security, watermarking, access-logging, or usage-limiting measure of the Portal;
(c) share, transfer, sell, or disclose your credentials, or allow any other person to access or use the Portal under your account, except an authorized representative acting on your behalf as provided in Sections 39 and 40;
(d) introduce, upload, or transmit any virus, malware, ransomware, or other harmful, malicious, or disruptive code, file, or program, or take any action that imposes an unreasonable or disproportionately large load on the Portal or its infrastructure;
(e) use any robot, spider, scraper, crawler, or other automated means or process to access, copy, harvest, scrape, index, monitor, or extract any portion of the Portal or its content, or use any Portal content or data to train, develop, fine-tune, or provide input to any machine learning or artificial intelligence model or system, in each case without AARO’s prior written consent;
(f) access, disclose, reproduce, copy, download, screenshot, photograph, distribute, forward, publish, post, or use any Confidential Information except as expressly permitted in Section 6 and any applicable non-disclosure agreement;
(g) misrepresent your identity, age, eligibility, accreditation, affiliation, or authority, impersonate any person or entity, or submit or make available any false, inaccurate, misleading, or fraudulent information, in violation of Sections 3 and 10;
(h) interfere with, disrupt, degrade, or attempt to interfere with or disrupt the operation, availability, security, or integrity of the Portal, the Platform Provider’s systems, or any other user’s use of the Portal;
(i) reverse engineer, decompile, disassemble, or attempt to derive the source code, structure, or underlying ideas of the Portal or any of its software, except to the limited extent applicable law prohibits that restriction, or copy, modify, adapt, translate, or create derivative works of the Portal or its content;
(j) remove, obscure, or alter any copyright, trademark, confidentiality, or other proprietary notice, or any watermark or tracing or security feature, on or in the Portal or any content or materials; or
(k) use the Portal or any content or Confidential Information to compete with AARO or any issuer, to solicit or transact with any investor, counterparty, lender, or property owner identified through the Portal, or to offer, market, or facilitate any competing or other investment, except as expressly authorized by AARO in writing.
AARO may monitor use of the Portal for compliance with this Section as provided in Section 42, and may investigate any actual or suspected violation. AARO may take any action it considers appropriate in response, including warning you, removing or disabling content, restricting, suspending, or terminating your access as provided in Section 24, rejecting or unwinding any subscription, preserving and disclosing information, pursuing legal and equitable remedies including injunctive relief as provided in Section 20, and cooperating with and reporting to law enforcement, regulators, and other authorities, in each case without liability to you and without limiting any other right or remedy of AARO.
12. Intellectual Property
As between you and AARO, all content, software, code, design, layout, text, graphics, images, user interfaces, data, databases, compilations, reports, documents, templates, and other materials made available through or comprising the Portal, together with all trademarks, service marks, trade names, logos, trade dress, and the overall “look and feel” of the Portal (collectively, “Portal Content”), are owned by AARO, its Affiliates, the Platform Provider, or their respective licensors, and are protected by United States and international copyright, trademark, trade secret, and other intellectual property and proprietary rights laws. No title to or ownership of any Portal Content, and no intellectual property right, is transferred to you by these Terms or by your use of the Portal.
Subject to your compliance with these Terms, AARO grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, personal license to access and use the Portal and to view, and where a feature expressly permits, download or print, Portal Content, in each case solely for the permitted purpose of evaluating, making, and administering your own investment, and subject to the confidentiality obligations in Section 6. Any copy you are permitted to make remains the property of the applicable owner, must retain all proprietary notices, and remains subject to these Terms.
Except as expressly permitted in these Terms or with AARO’s prior written consent, you may not copy, reproduce, modify, adapt, translate, create derivative works from, distribute, publish, display, perform, transmit, license, sell, or otherwise use or exploit any Portal Content, and you may not use any AARO trademark, logo, or brand element. The “AARO,” “AARO Real Estate,” and “AARO Hospitality” names and related marks are trademarks and service marks of AARO, and all third-party names and marks appearing in the Portal are the property of their respective owners and are used as provided in Section 19 and any applicable Investment Documents. The license granted in this Section terminates automatically on the termination of your access to the Portal or your breach of these Terms, as provided in Section 24. All rights not expressly granted to you are reserved by AARO, its Affiliates, the Platform Provider, and their licensors.
If you provide AARO with any feedback, suggestion, or idea regarding the Portal, you grant AARO a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable right and license to use and exploit it for any purpose without restriction, attribution, or compensation to you, and you represent that you are entitled to provide it. This Section does not apply to your Personal Information, which is governed by the Privacy Notice, or to information you submit in connection with an investment, which is governed by Section 10 and the applicable Investment Documents.
13. Third-Party Platform and Service Providers
The Portal is hosted, powered, and operated through the Platform Provider’s systems and relies on third-party platforms, applications, and service providers to function, including identity and accredited investor verification providers, electronic signature providers, payment, banking, and ACH or wire processors, fund administration providers, tax document providers, and data storage, analytics, and communications providers. Your access to and use of the Portal, and of any such third-party platform or service, may also be subject to that third party’s own terms of service, acceptable-use terms, and privacy practices, which apply in addition to these Terms, and you agree to comply with them where applicable. The handling of your Personal Information by the Platform Provider and other providers is addressed in the Privacy Notice.
AARO does not control, and is not responsible or liable for, the acts, omissions, performance, availability, continuity, accuracy, security, or data or privacy practices of the Platform Provider or any other third-party platform, service, or provider, in each case beyond AARO’s own contractual arrangements with them, and AARO does not warrant or guarantee that any of them will be available, uninterrupted, secure, or error-free. Any third party that provides services in connection with the Portal does so, as to communications and data processed on AARO’s behalf, as AARO’s service provider or agent as described in Sections 42 of these Terms and 9 and 24 of the Privacy Notice, and, as to its own independent collection and use, under its own terms and notice as described in Section 24 of the Privacy Notice.
Where you interact or contract directly with a third-party provider, including completing a verification flow, signing through a signature provider, or submitting banking details to a payment processor, that interaction is governed by that provider’s own terms and practices, and any dispute regarding a provider’s own acts, omissions, or practices is between you and that provider. Your use of any third-party platform, service, or provider in connection with the Portal is at your own risk, and AARO’s liability relating to any of them is subject to Sections 14, 15, and 16 and the Reservation of Regulatory Rights in Section 21. AARO may change, add, or replace the Platform Provider or any service provider at any time without liability to you.
14. Disclaimer of Warranties
(a) “As is” and “as available.” THE PORTAL, ALL PORTAL CONTENT, AND ALL INFORMATION, MATERIALS, DOCUMENTS, DATA, FEATURES, FUNCTIONS, SERVICES, AND COMMUNICATIONS MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE PORTAL ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITH ALL DEFECTS AND ERRORS, AND WITHOUT WARRANTY, REPRESENTATION, GUARANTEE, OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. YOUR ACCESS TO AND USE OF THE PORTAL IS AT YOUR OWN RISK.
(b) Disclaimer of implied and other warranties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AARO AND THE COVERED PERSONS DISCLAIM, EXCLUDE, AND NEGATE ALL WARRANTIES, REPRESENTATIONS, GUARANTEES, AND CONDITIONS OF EVERY KIND WITH RESPECT TO THE PORTAL AND EVERYTHING MADE AVAILABLE THROUGH IT, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE, QUALITY, ACCURACY, QUIET ENJOYMENT, SYSTEM INTEGRATION, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY, REPRESENTATION, OR CONDITION ARISING OUT OF THE PROVISION OF, OR FAILURE OR DELAY IN PROVIDING, ANY INFORMATION, DOCUMENT, OR SERVICE, OR ARISING FROM THE USE, OPERATION, PERFORMANCE, OR AVAILABILITY OF THE PORTAL.
(c) No warranty as to operation, security, or content. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AARO AND THE COVERED PERSONS DO NOT WARRANT, GUARANTEE, OR REPRESENT THAT: (i) THE PORTAL WILL BE UNINTERRUPTED, TIMELY, AVAILABLE, ACCESSIBLE, SECURE, COMPLETE, OR ERROR-FREE, OR WILL OPERATE WITHOUT DELAY, DEFECT, OR FAILURE; (ii) ANY DEFECT, ERROR, OR MALFUNCTION WILL BE CORRECTED; (iii) THE PORTAL, PORTAL CONTENT, OR THE SERVERS, SYSTEMS, OR NETWORKS THAT MAKE THE PORTAL AVAILABLE ARE OR WILL BE FREE OF VIRUSES, MALWARE, RANSOMWARE, OR OTHER HARMFUL, DISRUPTIVE, OR DISABLING CODE OR COMPONENTS, OR FREE FROM UNAUTHORIZED ACCESS, INTERCEPTION, OR SECURITY INCIDENT; (iv) ANY DATA, FIGURE, DOCUMENT, OR CONTENT IS OR WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, OR FREE FROM ERROR OR OMISSION; (v) ANY COMMUNICATION, DOCUMENT, PAYMENT, OR INSTRUCTION WILL BE DELIVERED, RECEIVED, PROCESSED, STORED, OR RETAINED WITHOUT INTERRUPTION, DELAY, LOSS, ALTERATION, OR ERROR; OR (vi) THE PORTAL WILL MEET YOUR REQUIREMENTS, EXPECTATIONS, OR INTENDED USES, OR BE COMPATIBLE WITH YOUR DEVICES, SOFTWARE, OR SYSTEMS. YOU ACKNOWLEDGE THAT ACCESS TO THE PORTAL MAY BE SUSPENDED, LIMITED, DELAYED, OR UNAVAILABLE AS PROVIDED IN SECTIONS 22, 24, AND 38, THAT INTERNET AND ELECTRONIC TRANSMISSION ARE NOT SECURE AS PROVIDED IN SECTION 32 AND IN THE PRIVACY NOTICE, AND THAT INFORMATION DISPLAYED IN THE PORTAL IS FOR CONVENIENCE AND IS SUBJECT TO SECTION 9.
(d) Third parties and no collateral warranty. AARO AND THE COVERED PERSONS MAKE NO WARRANTY, REPRESENTATION, OR GUARANTEE REGARDING, AND ASSUME NO RESPONSIBILITY FOR, THE PLATFORM PROVIDER OR ANY OTHER THIRD-PARTY PLATFORM, SERVICE, PROVIDER, OR CONTENT, OR ANYTHING OUTSIDE AARO’S REASONABLE CONTROL, IN EACH CASE AS PROVIDED IN SECTIONS 13 AND 19. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM AARO, THE PLATFORM PROVIDER, OR ANY OTHER PERSON OR THROUGH THE PORTAL, CREATES ANY WARRANTY, REPRESENTATION, OR CONDITION NOT EXPRESSLY MADE IN THESE TERMS, AND YOU HAVE NOT RELIED ON ANY SUCH ADVICE OR INFORMATION, CONSISTENT WITH SECTION 27.
(e) Scope; relationship to investment disclaimers. THIS DISCLAIMER APPLIES TO THE PORTAL AND ITS OPERATION, AVAILABILITY, SECURITY, AND CONTENT. IT IS SEPARATE FROM, AND IN ADDITION TO, THE DISCLAIMERS AND RISK ALLOCATION REGARDING INVESTMENTS IN SECTIONS 9 AND 15, AND IT DOES NOT CREATE, ALTER, LIMIT, OR WAIVE ANY WARRANTY, REPRESENTATION, OR OBLIGATION EXPRESSLY MADE OR UNDERTAKEN BY AARO OR ANY ISSUER IN AN INVESTMENT DOCUMENT, WHICH GOVERNS THE APPLICABLE INVESTMENT AS PROVIDED IN SECTION 2.
(f) Statutory limits; savings. Some jurisdictions do not allow the exclusion of certain warranties, the exclusion of implied warranties, or the limitation of statutory or consumer rights, so some or all of the above exclusions and disclaimers may not apply to you, in which case such warranties, representations, and conditions are excluded, limited, and disclaimed to the greatest extent permitted by applicable law, and any warranty that cannot be disclaimed is limited in duration and scope to the minimum permitted by applicable law. Nothing in this Section limits, and this Section is expressly subject to, any right or remedy that cannot be limited, excluded, or disclaimed under applicable law, including as set forth in the Reservation of Regulatory Rights in Section 21.
15. No Guarantee of Results; Assumption of Risk
(a) Investments are speculative and high-risk. All investments offered, referenced, or administered through the Portal, including real estate and hospitality assets and interests in entities that own, operate, develop, or finance them, are speculative, illiquid, and involve a high degree of risk, and are suitable only for persons who can bear those risks as provided in Sections 31 and 37. These risks include the risk of partial or total loss of invested capital; the risk that distributions, cash flow, or returns may be delayed, reduced, suspended, or may never occur; the risk that projected or target returns will not be achieved; the risk of illiquidity and inability to transfer or exit; the risk of dilution, additional capital requirements, and loss of priority; the risk of leverage, refinancing, and default; and the market, economic, interest-rate, inflation, financing and credit, operational, management, construction and renovation, development, entitlement, environmental, casualty, tenant and occupancy, hospitality-industry, competitive, legal, tax, and regulatory risks, among others, in each case as more fully described in the applicable Investment Documents, which you should review and understand in full before making any investment.
(b) No guarantee of performance. AARO does not warrant, guarantee, represent, or assure the performance, profitability, cash flow, value, income, appreciation, return, liquidity, tax treatment, or success of any investment, property, entity, or strategy, and no target, projection, estimate, model, illustration, or forward-looking statement made available through the Portal is a promise, guarantee, or prediction of any result, is a representation that any assumption will prove correct, or should be relied upon as such, consistent with Section 9. Actual results may differ materially and adversely from any expectation, target, or projection.
(c) Third-party information not verified. Information and data made available through the Portal that is derived from or provided by third-party sources, including property managers, operators, lenders, servicers, fund administrators, brokers, appraisers, engineers, consultants, market-data providers, and government and industry sources, is believed to be from reliable sources but has not been independently investigated, audited, or verified by AARO, and AARO does not warrant, adopt, or assume responsibility for its accuracy, completeness, timeliness, or reliability beyond its contractual arrangements with those sources. Any investment and its performance remain subject to numerous risks and to events, conditions, and third-party acts and omissions beyond AARO’s control.
(d) Your responsibility; independent evaluation. You acknowledge and agree that you are solely responsible for conducting your own due diligence and independent investigation, for evaluating the merits, risks, and suitability of any investment, and for your own investment, business, legal, tax, accounting, and financial decisions, and that any such decision must be based solely on the complete Investment Documents and your own independent review and the advice of your own professional advisors, and not on the Portal, any Portal Content, or anything said or provided by AARO or any Covered Person through the Portal. You further acknowledge that neither AARO nor any Covered Person acts as your adviser, agent, or fiduciary through the Portal, assesses the suitability of any investment for you, or makes any recommendation to you, consistent with Sections 5, 9, 31, and 44.
(e) Assumption of risk; scope. To the fullest extent permitted by applicable law, you knowingly and voluntarily assume all risk arising out of or relating to any investment and to your access to or use of, or reliance on, the Portal and any Portal Content or information, and, subject to Section 21, neither AARO nor any Covered Person has any liability to you for any loss, damage, or decline in value arising from any investment or from any such use or reliance. This Section allocates investment and informational risk relating to your use of the Portal and is in addition to Sections 9, 14, and 16; it does not create, alter, limit, modify, or waive any representation, warranty, or obligation that AARO or any issuer expressly makes or undertakes in an Investment Document, which governs the applicable investment and controls as provided in Section 2, and it is subject to the Reservation of Regulatory Rights in Section 21, which preserves any right or remedy that cannot be waived under the securities laws.
16. Limitation of Liability
(a) Exclusion of indirect and consequential damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY COVERED PERSON BE LIABLE TO YOU OR TO ANY THIRD PARTY CLAIMING THROUGH OR ON BEHALF OF YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, ENHANCED, STATUTORY-MULTIPLIED, OR AGGRAVATED DAMAGES, OR FOR ANY LOSS OF OR DAMAGE TO PROFITS, REVENUE, BUSINESS, OPPORTUNITY, INVESTMENT OR INVESTMENT OPPORTUNITY, CAPITAL, EXPECTED OR ANTICIPATED RETURNS OR DISTRIBUTIONS, ANTICIPATED SAVINGS, DATA OR DATA USE, GOODWILL, REPUTATION, OR OTHER INTANGIBLE, SPECULATIVE, OR PURELY ECONOMIC LOSS, IN EACH CASE ARISING OUT OF OR RELATING TO THESE TERMS, THE PRIVACY NOTICE, THE PORTAL, OR YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE PORTAL, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE CHARACTERIZED AS DIRECT OR INDIRECT.
(b) Covered events. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY, WITHOUT LIMITATION, TO ANY LOSS, DAMAGE, OR LIABILITY ARISING OUT OF OR RELATING TO: ANY UNAVAILABILITY, INTERRUPTION, SUSPENSION, DELAY, DEGRADATION, OR FAILURE OF, OR ERROR OR DEFECT IN, THE PORTAL AS PROVIDED IN SECTIONS 22, 24, AND 38; ANY SECURITY INCIDENT, UNAUTHORIZED ACCESS, INTRUSION, DATA BREACH, PHISHING, SPOOFING, OR LOSS, THEFT, ALTERATION, OR CORRUPTION OF DATA OR FUNDS; ANY FRAUDULENT, ALTERED, INTERCEPTED, OR MISDIRECTED PAYMENT OR WIRE INSTRUCTION AS PROVIDED IN SECTION 32; ANY USE OF OR ACTIVITY UNDER YOUR ACCOUNT OR CREDENTIALS AS PROVIDED IN SECTION 4; ANY INACCURACY, INCOMPLETENESS, OR CHANGE IN, OR RELIANCE ON, ANY INFORMATION DISPLAYED IN THE PORTAL AS PROVIDED IN SECTION 9; AND ANY ACT, OMISSION, FAILURE, INSOLVENCY, OR NONPERFORMANCE OF THE PLATFORM PROVIDER, ANY VERIFICATION, SIGNATURE, PAYMENT, BANKING, OR ADMINISTRATION PROVIDER, OR ANY OTHER THIRD-PARTY PLATFORM OR SERVICE PROVIDER AS PROVIDED IN SECTIONS 13 AND 19.
(c) Regardless of theory or foreseeability. THE FOREGOING APPLIES WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND GROSS NEGLIGENCE TO THE EXTENT PERMITTED BY LAW), STRICT LIABILITY, STATUTE, WARRANTY, MISREPRESENTATION, RESTITUTION, OR ANY OTHER LEGAL OR EQUITABLE THEORY; WHETHER OR NOT ANY COVERED PERSON HAS BEEN ADVISED OF, KNEW OF, OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES; AND EVEN IF ANY LIMITED OR EXCLUSIVE REMEDY PROVIDED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY, RELEASE, OR EXCLUSION OF DAMAGES IS INTENDED TO BE, AND SHALL BE CONSTRUED AS, SEVERABLE AND INDEPENDENT OF EACH OTHER PROVISION AND ENFORCEABLE NOTWITHSTANDING THE FAILURE OR UNENFORCEABILITY OF ANY OTHER, CONSISTENT WITH SECTION 26.
(d) Aggregate liability cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL, CUMULATIVE, AGGREGATE LIABILITY OF THE COVERED PERSONS, TAKEN TOGETHER, ARISING OUT OF OR RELATING TO THESE TERMS, THE PRIVACY NOTICE, AND THE PORTAL, FROM AND ACROSS ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION COMBINED, AND FOR ALL EVENTS, OCCURRENCES, AND PERIODS, SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00) IN THE AGGREGATE. THIS SINGLE ONE HUNDRED DOLLAR ($100) CAP IS A SINGLE, COMBINED CAP THAT APPLIES COLLECTIVELY ACROSS THESE TERMS AND THE PRIVACY NOTICE, IS THE SAME CAP REFERENCED IN SECTION 28 OF THE PRIVACY NOTICE AND NOT AN ADDITIONAL OR SEPARATE AMOUNT, AND SHALL NOT BE INCREASED, STACKED, OR MULTIPLIED BY REASON OF THE NUMBER OF DOCUMENTS, THE NUMBER OF COVERED PERSONS, THE NUMBER OR TYPES OF CLAIMS OR THEORIES ASSERTED, OR THE NUMBER OF CLAIMANTS ACTING IN CONCERT OR THROUGH COORDINATED OR CONSOLIDATED PROCEEDINGS.
(e) Basis of the bargain; risk allocation. The exclusions and limitations in this Section apply to the fullest extent permitted by applicable law, reflect a reasonable and bargained-for allocation of risk between you and AARO in light of the Portal being made available to you without a separate fee and on these Terms, are a material inducement to and an essential basis of the bargain between you and AARO and a condition of your access to the Portal, would have caused AARO to make the Portal available on materially different terms or not at all if absent, and apply regardless of the nature, number, or form of any claim. The exclusions, limitations, and cap in this Section survive termination of your access to the Portal and any expiration or termination of your relationship with AARO.
(f) Carve-outs and savings. This Section does not limit, and does not apply to, liability arising under the Investment Documents, which is governed by and allocated in those documents as provided in Section 2. Some jurisdictions do not allow the exclusion or limitation of certain damages or the limitation of certain liabilities, so one or more of the above exclusions or limitations may not apply to you, in which case the liability of the Covered Persons is limited and excluded to the greatest extent permitted by applicable law. Nothing in this Section limits, excludes, or caps, and this Section is expressly subject to, any liability that cannot lawfully be limited, excluded, or capped under applicable law, including liability that cannot be limited under the Reservation of Regulatory Rights in Section 21, and nothing in this Section is intended to limit any right or remedy you have under the federal securities laws that cannot be waived.
17. Release
(a) Release of Portal-related claims. To the fullest extent permitted by applicable law, you, on behalf of yourself and your heirs, executors, administrators, successors, assigns, affiliates, representatives, and any person or entity claiming by, through, or under you, hereby release, waive, acquit, remise, and forever discharge each and all of the Covered Persons from, and covenant not to sue or assert against any Covered Person, any and all claims, demands, causes of action, suits, proceedings, obligations, controversies, debts, damages, losses, liabilities, costs, and expenses of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, foreseen or unforeseen, matured or unmatured, accrued or unaccrued, liquidated or contingent, and whether based in contract, tort (including negligence), strict liability, statute, warranty, restitution, or any other legal or equitable theory, in each case arising out of or relating to: your access to or use of, or inability to access or use, the Portal; any Portal Content, document, figure, or information displayed, delivered, or made available in or through the Portal, or your reliance on any of the foregoing, as provided in Sections 5, 9, and 15; the operation, availability, security, monitoring, or recording of the Portal, including any unavailability, interruption, security incident, or data loss as provided in Sections 22, 38, and 42; the acts, omissions, failures, or nonperformance of the Platform Provider or any other third-party service provider in connection with the Portal as provided in Sections 13 and 19; and any dispute between you and any other user, co-investor, joint holder, beneficial owner, authorized representative, advisor, or other third party relating to the Portal or the information you provide.
(b) Broad construction; waiver of unknown claims. This release is intended to be, and shall be construed as, as broad and complete as applicable law permits, and the inclusion of specific matters does not limit its generality. If you reside in, or the matter is governed by the law of, a jurisdiction that limits or prohibits a general release as to claims the releasing party does not know or suspect to exist in its favor, including California Civil Code Section 1542 and any similar statute, rule, or common-law doctrine of any jurisdiction, you expressly, knowingly, and voluntarily waive, to the fullest extent permitted by applicable law, the benefit and protection of every such law, and you acknowledge and agree that you understand and assume the risk that you may later discover claims, facts, or losses in addition to or different from those you now know or believe to exist, and that this release fully and finally settles and releases all such claims as described in subsection (a). California Civil Code Section 1542 provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
(c) Scope; carve-outs; savings. This release applies to claims relating to your use of the Portal and the matters described in subsection (a). It does not apply to, and nothing in it releases, waives, or discharges, any obligation of AARO or any issuer expressly undertaken in an Investment Document, or any claim arising under the Investment Documents, which are governed by and allocated in those documents as provided in Section 2. This release also does not apply to, and shall not be construed to release, waive, or limit, any liability, right, or remedy that cannot lawfully be released, waived, or limited under applicable law, including any non-waivable right or remedy preserved by the Reservation of Regulatory Rights in Section 21, which controls over this Section to the extent of any conflict. If any word, phrase, or portion of this release is held invalid or unenforceable, it shall be limited or severed and the remaining portions shall continue in full force and effect as provided in Section 26, and the release shall be enforced to the greatest extent permitted by applicable law.
18. Indemnification
(a) Your indemnity. To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless each and all of the Covered Persons from, and to reimburse them for, any and all claims, demands, actions, proceedings, investigations (governmental, regulatory, or private), arbitrations, liabilities, obligations, damages (including direct, indirect, consequential, exemplary, and punitive damages awarded to or claimed by a third party or a governmental authority), losses, judgments, awards, settlements, fines, penalties, assessments, interest, costs, and expenses of every kind and nature, including reasonable attorneys’ fees, expert and consultant fees, investigation costs, and court, arbitration, and administrative costs, in each case whether or not a third party is involved and whether arising from a third-party claim or from a claim or loss suffered directly by a Covered Person, that arise out of, result from, or relate to:
(a) your access to or use or misuse of the Portal, or any activity, access, instruction, submission, acceptance, signature, or transaction occurring under or through your account or credentials, whether or not authorized by you, as provided in Section 4;
(b) your breach or alleged breach of these Terms, the Privacy Notice, or any non-disclosure agreement you accept through the Portal, including the representations, warranties, and covenants in Section 10, the confidentiality obligations in Section 6, the payment-verification obligations in Section 32, and the authority representations in Sections 39 and 40;
(c) any information, representation, instruction, or document you submit or make available through or in connection with the Portal that is false, inaccurate, incomplete, outdated, misleading, unlawful, or infringing, or that you were not authorized to provide, including information about other persons as provided in Section 12 of the Privacy Notice;
(d) your violation or alleged violation of any applicable law or regulation, including the securities, sanctions, anti-money-laundering, counter-terrorism-financing, anti-corruption, tax, privacy, biometric, telemarketing, consumer-protection, export-control, and intellectual property laws, or of the rights of any third party;
(e) your funds or the source of your funds, or any sanctions, anti-money-laundering, know-your-customer, beneficial-ownership, or similar matter relating to you or any person on whose behalf you act;
(f) your infringement, misappropriation, or violation of any intellectual property, privacy, publicity, confidentiality, or other right of AARO or any third party;
(g) your negligence, willful misconduct, or fraud; or
(h) any dispute, claim, or demand between you and any co-investor, joint holder, beneficial owner, authorized representative, advisor, lender, counterparty, or other third party relating to your use of the Portal or the information you provide.
(b) Defense and control. AARO may, at its option and in its sole discretion and at your expense, assume and control the exclusive defense, settlement, and resolution of any matter otherwise subject to indemnification by you, with counsel of AARO’s choice, without relieving you of your indemnification obligations, and you agree to cooperate fully and in good faith with that defense, including by providing information, witnesses, and assistance AARO reasonably requests and by preserving relevant records. If AARO does not assume the defense, you shall defend the matter with counsel reasonably acceptable to AARO, keep AARO reasonably informed, and not conduct the defense in a manner prejudicial to any Covered Person. In all cases, you shall not consent to the entry of any judgment, or settle, compromise, or resolve any matter, in any manner that imposes any liability, obligation, payment, injunction, admission, finding, or restriction on, or requires any act or forbearance by, or that does not include an unconditional release of, any Covered Person, in each case without AARO’s prior written consent, which AARO may grant or withhold in its sole discretion.
(c) Payment; interest. Amounts owed by you under this Section are due within thirty days after AARO’s written demand, accompanied by reasonable supporting detail, and amounts not paid when due accrue interest at the lesser of one and one-half percent per month or the maximum rate permitted by law. AARO may, to the extent permitted by applicable law and the Investment Documents, set off any amount you owe under this Section against any amount otherwise payable to you.
(d) Survival; cumulative; carve-outs. This Section is in addition to, and does not limit, any other right or remedy of the Covered Persons, including the indemnification obligations in Section 18 of the Privacy Notice, with which it is cumulative, and the Covered Persons may pursue any combination of remedies. Your obligations under this Section survive termination or expiration of these Terms and of your access to the Portal and your relationship with AARO. This Section is subject to the Reservation of Regulatory Rights in Section 21 and to any limitation that applicable law places on a party’s ability to be indemnified for its own negligence, willful misconduct, or other conduct, and no Covered Person is entitled to indemnification under this Section for loss finally determined by a court or arbitrator of competent jurisdiction to have resulted from that Covered Person’s own fraud, willful misconduct, or gross negligence, in each case to the extent such a limitation is required by applicable law and cannot be waived.
19. Third-Party Links
The Portal, and communications and documents made available through it, may contain links to, integrations with, or content from third-party websites, platforms, applications, and resources, including the Platform Provider, verification, signature, and payment providers, hotel brand and franchisor sites, market-data sources, and other third parties, in each case provided for your convenience and information only. The inclusion of any link, integration, or third-party content does not constitute AARO’s endorsement, sponsorship, recommendation, verification, or approval of the third party or of its content, products, services, or views, and all third-party names, marks, and logos are the property of their respective owners.
AARO does not control and is not responsible or liable for the content, accuracy, availability, products, services, security, or privacy or data practices of any third-party website, platform, service, or resource, in each case beyond AARO’s own contractual arrangements with its service providers and as provided in Sections 13 and 42 and in the Privacy Notice. Your access to and use of any third-party website, platform, service, or resource, and any information you provide to it, is at your own risk and is governed by that third party’s own terms and policies, and any dispute regarding a third party’s own acts, omissions, or practices is between you and that third party. This Section is subject to Sections 14, 15, and 16 and the Reservation of Regulatory Rights in Section 21, and nothing in it limits any protection, limitation, or disclaimer afforded to any Covered Person elsewhere in these Terms.
20. Governing Law, Dispute Resolution, and Class Waiver
(a) Governing law. These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms, the Privacy Notice, or your access to or use of the Portal (a “Dispute”), are governed by the laws of the State of Texas and applicable federal law, without regard to conflict-of-law principles, and the Federal Arbitration Act governs the interpretation and enforcement of the agreement to arbitrate in this Section. This Section is subject to Section 21 and to the dispute-resolution terms of any Investment Document, which control for any dispute arising under that Investment Document.
(b) Pre-arbitration notice and informal resolution. Before initiating arbitration, the claiming party must send a written notice of dispute to admin@aarorealestate.com (or, for notice to you, to the contact information associated with your account) describing the claim and the specific relief sought, and the parties shall attempt in good faith to resolve the Dispute for sixty days after the notice is sent. This informal resolution process is a condition precedent to commencing arbitration, the applicable limitations period is tolled during it, and either party may seek to enjoin the other from arbitrating before it is satisfied.
(c) Binding individual arbitration. Except as provided in this Section, any Dispute shall be resolved exclusively through final and binding individual arbitration administered in Harris County, Texas, by the American Arbitration Association under its Commercial Arbitration Rules then in effect, before a single arbitrator, with each party bearing its own fees and costs except as the arbitrator may award or those rules require. The arbitrator’s award is final and binding, and judgment on it may be entered in any court of competent jurisdiction. A Dispute arising under an Investment Document is governed by the dispute-resolution provisions of that document, which control over this Section.
(d) Class and representative waiver. To the fullest extent permitted by applicable law, you and AARO each agree that any Dispute subject to this Section may be brought only in an individual capacity, and not as a plaintiff or class member in any class, collective, consolidated, mass, or representative proceeding, and the arbitrator shall have no authority to proceed on a class, collective, consolidated, mass, or representative basis or to consolidate the claims of more than one person.
(e) Delegation. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, scope, or formation of this arbitration agreement, including any claim that all or any part of it is void or voidable, except that a court of competent jurisdiction, and not the arbitrator, shall decide the enforceability of the class-and-representative-action waiver in subsection (d).
(f) Coordinated and mass filings. If twenty-five or more similar arbitration demands are filed by or with the coordination of the same or coordinated counsel, the demands shall be administered in staged batches of no more than fifty, with a single arbitrator per batch deciding a limited number of bellwether cases first, and the parties shall apply the outcomes and any resulting global resolution framework to the remaining demands before further filing fees accrue. The administrator shall hold any filing fees for undesignated demands in abeyance until the bellwether stage concludes. This batching provision is severable, and if it is held unenforceable the agreement to arbitrate otherwise remains in effect.
(g) Exceptions required by law. Nothing in this Section requires arbitration of any claim that applicable law prohibits from being subject to a pre-dispute arbitration agreement, including, at the election of the person alleging the conduct, claims of sexual assault or sexual harassment under the federal Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act.
(h) Court actions; forum. Notwithstanding the agreement to arbitrate, either party may bring an individual claim in a small-claims court of competent jurisdiction where the claim qualifies, and either party may bring an action in the state or federal courts located in Harris County, Texas, solely to seek temporary or preliminary injunctive or other equitable relief to protect its intellectual property or Confidential Information, or to compel arbitration or enforce an arbitration award. For any claim not subject to arbitration, the state and federal courts located in Harris County, Texas, shall have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there and waives any objection to that forum, including on grounds of inconvenient forum.
(i) Limitations period; jury waiver. To the extent permitted by applicable law, any Dispute must be commenced within one year after the event giving rise to it, failing which it is permanently barred. To the fullest extent permitted by applicable law, each party waives any right to a trial by jury in any proceeding arising out of or relating to these Terms, the Privacy Notice, or the Portal.
(j) Severability of this Section. This Section is subject to Section 26 and Section 21. If the class-and-representative-action waiver in subsection (d) is held unenforceable as to any particular claim or form of relief, that claim or request for relief, and only that one, shall proceed in the courts identified in subsection (h), while all other claims remain subject to individual arbitration.
21. Reservation of Regulatory Rights
Nothing in these Terms is intended to, and nothing in these Terms shall, waive, limit, disclaim, abrogate, or require you to forgo any right, protection, or remedy that cannot lawfully be waived, limited, disclaimed, or abrogated under applicable law. Without limiting the foregoing, this reservation applies to rights, protections, and remedies arising under the federal securities laws, including the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Advisers Act of 1940, and the rules and regulations thereunder, applicable state securities or “blue sky” laws including the Texas Securities Act, and any other federal, state, or local law conferring rights or remedies that may not be waived by agreement.
Nothing in these Terms shall be construed as a waiver of compliance with, or as an attempt to contract around, any provision of the federal securities laws or the rules and regulations thereunder, or any other non-waivable law. No provision of these Terms that limits or excludes liability, caps damages, disclaims warranties, releases or waives claims, requires arbitration, waives a jury trial or class or representative proceeding, obtains consent, shifts responsibility or risk, or imposes a limitations period or any condition precedent shall apply to, or be given effect in, any instance to the extent that such application is prohibited by, or would be unenforceable or unconscionable under, any such law. In any such instance, the affected provision shall be limited, reformed, or applied only to the extent permitted by applicable law in accordance with Section 26, and shall remain in full force and effect in all other respects and as to all other claims, persons, and circumstances.
This Section is a rule of construction and priority: it controls over, and operates as an exception to, any other provision of these Terms that conflicts with it, and it applies notwithstanding any choice-of-law, arbitration, limitation of liability, release, or other provision of these Terms. The inclusion of this Section is not, and shall not be construed as, an admission that any provision of these Terms is in fact contrary to, prohibited by, or unenforceable under any law, and this Section shall not be used as evidence that any such provision is invalid; its sole purpose is to preserve the enforceability of these Terms and to confirm that AARO does not seek, through these Terms, to limit any right or remedy that cannot lawfully be limited.
22. Force Majeure
(a) No liability for events beyond reasonable control. Neither AARO nor any Covered Person shall be liable or responsible to you, nor be deemed to have breached, defaulted under, or failed to perform under these Terms, for any failure, delay, interruption, suspension, limitation, degradation, or unavailability in the operation, availability, accessibility, functionality, performance, security, or integrity of the Portal, or in the performance or observance of any obligation under these Terms, in each case to the extent arising out of, caused by, or resulting from any cause, event, or condition beyond AARO’s reasonable control (each, a “Force Majeure Event”), whether or not foreseen or foreseeable and whether or not similar to the examples listed below.
(b) Scope of Force Majeure Events. A Force Majeure Event includes, without limitation: acts of God; fire, flood, earthquake, hurricane, tornado, storm, severe or extreme weather, and other natural disasters or elements; epidemics, pandemics, outbreaks, quarantines, and public health emergencies, and governmental or institutional responses to them; war, invasion, hostilities, armed conflict, terrorism or threats of terrorism, insurrection, riot, civil unrest or commotion, sabotage, vandalism, and looting; acts, orders, moratoria, embargoes, sanctions, directives, injunctions, or interventions of any government, court, regulator, or other authority, and any change in, or change in the interpretation or enforcement of, any law or regulation; failures, interruptions, outages, surges, or shortages of power, electricity, utilities, fuel, heating or cooling, water, or other essential services; failures, interruptions, outages, congestion, latency, or degradation of the internet, telecommunications networks, cloud or hosting infrastructure, data centers, domain name systems, certificate authorities, or other communications or information technology systems or services, in each case whether or not operated by AARO; any failure, interruption, suspension, discontinuation, insolvency, or nonperformance of the Platform Provider, any verification, signature, payment, banking, administration, hosting, or other third-party service provider, or any of their respective systems or subproviders; cyberattacks, distributed denial-of-service attacks, ransomware, malware, computer viruses, intrusions, data breaches, credential compromise, and other malicious, criminal, or unauthorized acts of third parties; strikes, lockouts, labor disputes, slowdowns, work stoppages, and labor or personnel shortages, including those affecting AARO’s suppliers or service providers; unavailability, shortage, or delay of materials, equipment, supplies, components, or transportation; and the acts, omissions, defaults, or delays of any third party not under AARO’s reasonable control, including any supplier, contractor, counterparty, or governmental or quasi-governmental entity.
(c) Effect on performance. Upon the occurrence of a Force Majeure Event, AARO’s obligations under these Terms affected by the event are suspended for the duration of the event and its effects, AARO’s time for performance is extended accordingly, and the existence of the event does not give rise to any claim against AARO or any Covered Person for damages, refund, credit, compensation, or other remedy for the affected failure, delay, or nonperformance. AARO shall not be required to use any particular effort, incur any particular expense, or take any particular step to prevent, avoid, remove, or mitigate any Force Majeure Event or its effects, except to the extent, if any, required by applicable law, and AARO may determine in its discretion the manner and priority in which it restores or resumes operation of the Portal.
(d) Suspension and protective measures. Without limiting Sections 24 and 38, AARO may, during or in anticipation of a Force Majeure Event, suspend, restrict, limit, or modify access to or the operation of the Portal, take the Portal or any feature offline, implement maintenance, security, or protective measures, and take any other action it considers appropriate to protect the Portal, AARO, the Covered Persons, investors, or data, in each case without notice and without liability to you, and any such action does not constitute a breach of these Terms.
(e) No excuse of certain obligations; interaction with other documents. Nothing in this Section excuses, suspends, or delays any payment or funding obligation, or any other obligation, that you owe under an Investment Document, which is governed solely by that Investment Document as provided in Section 2, and nothing in this Section limits, modifies, or excuses any obligation that AARO or any issuer expressly undertakes in an Investment Document. This Section addresses only the operation and availability of the Portal and performance under these Terms, is in addition to and does not limit the disclaimers in Section 14, the no-liability-for-downtime provision in Section 38, and the limitation of liability in Section 16, and is subject to the Reservation of Regulatory Rights in Section 21. No Force Majeure Event affects the validity, binding effect, or enforceability of any waiver, release, limitation, disclaimer, or other protection afforded to AARO or any Covered Person under these Terms, all of which continue in full force and effect.
23. Assignment
(a) No assignment by you. These Terms, and your rights, licenses, consents, and obligations under them, are personal to you and may not be assigned, transferred, delegated, sublicensed, pledged, encumbered, or otherwise disposed of by you, in whole or in part, whether voluntarily or involuntarily, directly or indirectly, by operation of law, by merger, consolidation, reorganization, sale of equity or assets, change of control, or otherwise, in each case without AARO’s prior written consent, which AARO may grant, condition, or withhold in its sole discretion. For purposes of this Section, a direct or indirect change of control of an entity, trust, or other person that has accepted these Terms is deemed an assignment by that person. Any purported assignment, transfer, delegation, or other disposition in violation of this Section is null and void from the outset and of no force or effect, and AARO is not required to recognize or give effect to it. No assignment consented to by AARO relieves you of any obligation or liability accrued before the assignment unless AARO expressly agrees in writing, and any permitted assignee or successor is bound by these Terms.
(b) Assignment by AARO. AARO may freely assign, transfer, or delegate these Terms, and any of its rights or obligations under them, in whole or in part, at any time and without notice to or consent from you, including to any Affiliate and in connection with any merger, acquisition, financing, reorganization, change of control, or sale of assets, and AARO may delegate performance of any of its obligations to a service provider or the Platform Provider without such delegation being deemed an assignment. Upon any assignment by AARO under which the assignee assumes AARO’s obligations, AARO is released from those obligations.
(c) Transfer of investments is separate. This Section governs only these Terms and your use of the Portal. The transfer, assignment, or pledge of any investment, interest, or right under an Investment Document is governed solely by the applicable Investment Documents and the transfer restrictions described in Section 37, and not by this Section, as provided in Section 2.
(d) Binding effect. Subject to this Section, these Terms bind and inure to the benefit of the parties and their respective permitted successors and assigns. The Covered Persons are intended third-party beneficiaries of these Terms as provided in Section 1, and nothing in this Section limits their rights.
24. Termination and Survival
(a) Suspension or termination by AARO. AARO may, in its sole discretion and to the fullest extent permitted by applicable law, suspend, restrict, limit, condition, disable, or terminate your access to or use of the Portal, any account, or any feature, in whole or in part, at any time, with or without notice and with or without cause, including based on any actual or suspected violation of these Terms, the Privacy Notice, or any non-disclosure agreement, any actual or suspected unauthorized, fraudulent, or unlawful activity, any failure to satisfy or maintain eligibility or verification as provided in Sections 3 and 34, any inaccuracy in your information, any risk to the security, integrity, or operation of the Portal, any Force Majeure Event, or any legal, regulatory, or risk-management reason. AARO is not liable to you for any suspension, restriction, or termination of access undertaken in accordance with these Terms, and any such action is subject to Sections 16 and 38.
(b) Termination by you. You may stop using the Portal at any time, and may request closure of your account by contacting AARO at admin@aarorealestate.com, subject to the completion of any pending transaction and to AARO’s retention and legal obligations. Termination of access does not entitle you to any refund except as required by applicable law or an Investment Document.
(c) Effect of termination. Upon suspension or termination of your access, the license granted to you in Section 12 and your right to access the Portal and Portal Content immediately cease to the extent of the suspension or termination, and you must stop using, and comply with Section 6 regarding, any Confidential Information. AARO may, but is not required to, make your records or documents available to you for a period after termination, and may delete or retain information as provided in Section 17 of the Privacy Notice and applicable law.
(d) Investments unaffected. Suspension or termination of your access to the Portal does not affect, alter, accelerate, or terminate your rights or obligations under any Investment Document, which continue to be governed solely by that Investment Document as provided in Section 2, and does not affect any investment you hold. AARO will provide a reasonable alternative means of receiving required communications relating to an investment where your Portal access has been terminated but your investment continues, to the extent required by the Investment Documents or applicable law.
(e) Survival. Termination or expiration of these Terms or of your access to the Portal does not affect any right, obligation, or liability that accrued before it, and all provisions of these Terms that by their nature should survive shall survive, including Sections 1, 2, 5, 6, 7, 9, 10, 12, and 14 through 45, together with all accrued payment and indemnification obligations and all definitions and interpretive provisions necessary to give them effect.
25. Changes to the Portal and These Terms
(a) Changes to the Portal. AARO may, at any time and in its sole discretion, modify, update, enhance, suspend, limit, discontinue, or remove the Portal or any feature, function, content, or availability of it, in whole or in part, with or without notice, and without liability to you, as further provided in Sections 22, 24, and 38. AARO is under no obligation to maintain, support, update, or continue to offer the Portal or any feature, and may impose or change limits on the use of the Portal at any time.
(b) Changes to these Terms. AARO may revise, amend, update, or replace these Terms at any time in its sole discretion. AARO will indicate the effective date of the current version by the “Last Updated” date at the top, and will make the revised Terms available by posting them through the Portal and, for material changes, may provide additional notice, such as by email, by an in-Portal notice, or by requiring renewed acceptance at log-in. The revised Terms are effective when posted or on any later effective date stated, except that, where applicable law requires advance notice or consent for a particular change, that change takes effect only as, and when, that law permits.
(c) Your acceptance of revised Terms. Your continued access to or use of the Portal after the revised Terms take effect, or your acceptance of the revised Terms through an acceptance prompt, constitutes your acceptance of and agreement to be bound by them. If you do not agree to the revised Terms, you must stop accessing and using the Portal, and your sole and exclusive remedy is to discontinue use; discontinuing use does not affect any right, obligation, or liability accrued before you did so, or any provision that survives under Section 24. Revisions apply prospectively and do not, by themselves, alter the version of these Terms that governed a completed transaction or that you previously accepted, evidence of which AARO may retain as provided in Section 1.
(d) Changes do not alter Investment Documents. No change to the Portal or to these Terms modifies, amends, or supersedes any Investment Document or any term of any investment, which are governed and amended solely as provided in the applicable Investment Documents and in Section 2. This Section is subject to the Reservation of Regulatory Rights in Section 21.
26. Severability, Savings, and No Waiver
(a) Severability and reformation. If any provision of these Terms, or the application of any provision to any person or circumstance, is held invalid, void, unenforceable, or unconscionable by a court or arbitrator of competent jurisdiction, that provision shall be modified and reformed to the minimum extent necessary to render it valid and enforceable while preserving, to the maximum extent possible, its intent and economic effect, and if it cannot be so modified, it shall be severed. In either case, the invalidity or unenforceability of that provision, or of its application to a particular person or circumstance, shall not affect the validity or enforceability of any other provision of these Terms, or of that same provision as applied to any other person or circumstance, and all remaining provisions shall continue in full force and effect.
(b) Blue pencil; enforcement in AARO’s favor. Where a provision is held overbroad, it is the express intent of the parties that the court or arbitrator apply the “blue pencil” doctrine and narrow the provision to the greatest scope that is enforceable, rather than voiding it, and the parties request such reformation as the preferred remedy. These Terms shall be construed to give the maximum protection to AARO and the Covered Persons permitted by applicable law, and no provision shall be struck in its entirety where a narrowing construction or reformation is legally available, in each case subject to the Reservation of Regulatory Rights in Section 21.
(c) Class and representative action waiver. If the class-and-representative-action waiver in Section 20(d) is held unenforceable as to any particular claim or any particular form of relief, that claim or request for that relief, and only that claim or request, shall proceed in the courts identified in Section 20(h), while all other claims and all other requests for relief shall remain subject to individual arbitration as provided in Section 20. The class-and-representative-action waiver is not severable from the agreement to arbitrate with respect to any claim required to be arbitrated, except as expressly provided in this subsection and in Section 20.
(d) Survival of core protections. The disclaimers, limitation of liability, release, indemnification, and risk-allocation provisions, the Reservation of Regulatory Rights, and the dispute-resolution provisions of these Terms are each intended to be independent and severable, and if any one is limited or held unenforceable in whole or in part, the others, and any enforceable remainder of that one, shall continue in full force and effect.
(e) No waiver. No failure or delay by AARO in exercising or enforcing any right, power, or provision under these Terms shall operate as a waiver of it or of any other right, power, or provision, and no single or partial exercise of any right shall preclude any further exercise of it or of any other right. No waiver by AARO is effective unless in a writing signed by an authorized representative of AARO, and any waiver applies only to the specific instance and purpose for which it is given and does not constitute a waiver of any subsequent breach or of any other provision. AARO’s acceptance of, or failure to act upon, any information, payment, or performance does not waive any right or any provision of these Terms.
27. Entire Agreement
(a) Entire agreement. These Terms, together with the Privacy Notice and any non-disclosure agreement you accept through the Portal, constitute the entire agreement and understanding between you and AARO regarding your access to and use of the Portal, and supersede all prior and contemporaneous agreements, understandings, representations, warranties, and communications, whether written or oral, relating to that subject matter. You acknowledge that, in accepting these Terms and using the Portal, you have not relied on any statement, representation, or assurance not expressly set forth in these Terms, the Privacy Notice, or, with respect to an investment, the applicable Investment Documents, and no such extrinsic statement has any force or effect. These Terms may be amended only as provided in Section 25, and not by any oral statement or course of dealing.
(b) Order of precedence. In the event of a conflict or inconsistency, the following order of precedence governs, in each case only to the extent of the conflict: (i) with respect to any specific investment, the applicable Investment Documents control over these Terms, the Privacy Notice, and any non-disclosure agreement, as provided in Section 2; (ii) with respect to the collection, use, disclosure, retention, and protection of Personal Information, the Privacy Notice controls over these Terms and any non-disclosure agreement; (iii) with respect to the specific confidential information and obligations it covers, a non-disclosure agreement you accept through the Portal controls over these Terms and the Privacy Notice, except as to the treatment of Personal Information, which is governed by the Privacy Notice; and (iv) with respect to all other matters, including access to and use of the Portal, dispute resolution, limitation of liability, release, and indemnification, these Terms control over the Privacy Notice and any non-disclosure agreement.
(c) Reservation and cumulative protections control. Notwithstanding the order of precedence, the Reservation of Regulatory Rights in Section 21 controls over any conflicting provision as provided in that Section, and no order of precedence shall be construed to reduce, waive, or limit any right, protection, limitation of liability, release, indemnity, or disclaimer afforded to AARO or any Covered Person under these Terms, the Privacy Notice, any non-disclosure agreement, the Investment Documents, or AARO’s other governing documents, all of which are cumulative and independent. The resolution of a conflict under this Section applies only to the conflicting provisions and only to the extent of the conflict, and all other provisions of each document remain in full force and effect.
28. Mobile Application License
(a) License grant. If you access the Portal through a mobile application made available by AARO or the Platform Provider (the “App”), AARO grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, personal license to install and use the App on a mobile device that you own or control, solely to access and use the Portal in accordance with these Terms and for the permitted purposes described in Sections 5 and 12. This license is part of, and subject to, these Terms, including the intellectual property provisions of Section 12, and all rights not expressly granted are reserved.
(b) Restrictions. You shall not, and shall not permit any other person to: (a) decompile, reverse engineer, disassemble, decrypt, or attempt to derive the source code, structure, or underlying ideas or algorithms of the App, except to the limited extent applicable law prohibits that restriction; (b) modify, adapt, translate, or create derivative works of the App; (c) remove, alter, or obscure any copyright, trademark, proprietary, or other notice in or on the App; (d) rent, lease, lend, sell, sublicense, distribute, or use the App for any revenue-generating activity, service bureau, or competitive purpose; (e) make the App available over a network where it could be accessed or used by multiple devices or users at the same time; or (f) use the App in violation of these Terms or any applicable law, or use it with any unauthorized, modified, jailbroken, or rooted device or operating system in a manner that compromises security.
(c) Updates and availability. The App may automatically download and install updates, upgrades, or new versions, and may cease to function or be supported, in each case without liability to you, and your continued use may require you to accept updated terms. AARO and the Platform Provider are under no obligation to provide maintenance, support, updates, or any particular version of the App.
(d) App store terms and beneficiaries. Your access to and use of the App may also be subject to the terms, usage rules, and policies of the applicable application store or distribution platform through which you obtain it (an “App Store”), which apply in addition to these Terms, and you agree to comply with them. As between AARO and the App Store, AARO is responsible for the App to the extent required by applicable law; the App Store has no obligation to furnish any maintenance or support for the App and no warranty obligation with respect to it except as required by applicable law. You acknowledge that the applicable App Store provider, and its subsidiaries, are third-party beneficiaries of this Section and may enforce it against you as a third-party beneficiary.
(e) Export and sanctions compliance. You represent and warrant that you are not located in, under the control of, or a national or resident of, any country or territory subject to a comprehensive U.S. embargo or sanctions, and that you are not identified on any U.S. government restricted-party, denied-party, or sanctions list, consistent with Sections 3 and 10. You agree to comply with all applicable export control and sanctions laws in connection with your use of the App and the Portal.
29. Telephone and SMS Consent
By providing a telephone number to AARO or through the Portal, you represent that you are the subscriber or customary user of that number and are authorized to provide it, and you consent to receive calls and text (SMS or MMS) messages from AARO and its Affiliates and service providers acting on its behalf at that number, including messages sent using an automatic telephone dialing system, an autodialer, or prerecorded or artificial voice technology, and including calls and messages regarding your account, onboarding and verification, investments, transactions, security, servicing, and your relationship with AARO. Your consent to automated or prerecorded marketing calls or texts is not a condition of accessing the Portal or of making or maintaining any investment, and you may receive transactional, relationship, and servicing communications regardless of marketing consent.
Message frequency may vary, and message and data rates may apply according to your mobile plan and carrier, for which you are responsible. Carriers are not liable for delayed or undelivered messages. You may opt out of text messages at any time by replying STOP to any message, after which you may receive a single confirmation, and you may request help by replying HELP. You may revoke your consent to automated calls or messages at any time by any reasonable means, including by contacting AARO at admin@aarorealestate.com, and AARO will honor your opt-out or revocation as required by, and within the time permitted by, applicable law, including the Telephone Consumer Protection Act and applicable state law. Opting out of marketing or automated communications does not stop non-marketing transactional, servicing, security, legal, or tax communications necessary to your account or investments, which are addressed in Section 8 and in the Privacy Notice, and you must maintain current contact information as provided in Sections 4 and 43. Records of your consent, communications, and opt-out are retained and used as provided in Section 42 and in the Privacy Notice.
30. California Users and Residents
This Section applies to you if you are a California resident. Under California Civil Code Section 1789.3, California residents are entitled to the following consumer rights notice. The Portal is provided by AARO Real Estate LLC, 10050 Northwest Freeway, Suite 105, Houston, TX 77092. The Portal is an investor-facing financial services platform made available at no monetary charge to eligible investors, and AARO does not charge a fee for access to the Portal itself; any fees, expenses, or other amounts relating to an investment are governed solely by the applicable Investment Documents as provided in Section 2.
If you are a California resident and have a complaint regarding the Portal, or wish to receive further information regarding use of the Portal, that is not satisfactorily resolved by contacting AARO at admin@aarorealestate.com, you may contact in writing the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or (916) 445-1254. The treatment of your Personal Information, and any California privacy rights you may have, are addressed in the Privacy Notice, and nothing in this Section limits the Reservation of Regulatory Rights in Section 21.
31. Investor Suitability, Sophistication, and Ability to Bear Loss
By using the Portal in connection with any investment, and in connection with any subscription you make, you represent, warrant, and acknowledge that: (a) you have such knowledge, sophistication, and experience in financial, investment, real estate, and business matters that you are capable of independently evaluating the merits, risks, and suitability of a prospective investment, and of protecting your own interests in connection with it, or you have engaged advisors who are; (b) you are able to bear the economic risk of the investment for an indefinite period, including the risk of a total loss of your invested capital and the risk of illiquidity described in Section 37, and you could afford a complete loss of the investment without a material change to your standard of living; (c) you have had the opportunity to review the complete Investment Documents, to ask questions of and receive answers from AARO and the issuer, and to obtain any additional information you consider necessary to evaluate the investment; and (d) you have had the opportunity to consult, and have relied solely on, your own legal, tax, financial, accounting, and investment advisors to the extent you consider appropriate.
You further acknowledge and agree that neither AARO nor any Covered Person is acting as your adviser or fiduciary, is assessing or has assessed the suitability or appropriateness of any investment for you, or is making any recommendation to you, in each case through the Portal and consistent with Sections 5, 9, 15, and 44, and that the decision to make, retain, or dispose of any investment, and the determination of its suitability for you, rests solely with you. These representations are in addition to, and not in limitation of, any representations in the applicable Investment Documents, which govern the investment and your eligibility as provided in Section 2, and are subject to the Reservation of Regulatory Rights in Section 21, which preserves any right or remedy that cannot be waived under the securities laws.
32. Funds Transfers; ACH and Wire Authorization; Fraud Prevention
(a) Account information and authorization. To fund an investment, pay any amount, or receive distributions or other payments, you may be required to provide bank account, routing, and related payment information and to authorize ACH, wire, or other electronic funds transfers through the Portal or a payment provider. You represent that you are authorized to use and provide information for any account you designate, and you are solely responsible for the accuracy and completeness of the account, routing, beneficiary, and instruction information you provide. AARO and any payment provider are entitled to rely on that information, and AARO is not responsible for any loss, delay, return, or misdirection resulting from information that is inaccurate, incomplete, or outdated, or from your designation of an account you are not authorized to use.
(b) Inherent risks; wire fraud. You acknowledge that electronic funds transfers, and email and electronic communications relating to them, carry inherent risks, including the risk of fraud, business email compromise, spoofing, phishing, interception, alteration, and misdirected payment, and that wire and ACH fraud targeting investment transactions is common and can result in irreversible loss.
(c) Verification protocol; you must call to confirm. AARO will not request or communicate a change to payment, wire, or distribution instructions by email alone. You agree that, before transmitting any funds and before acting on any payment or wire instruction purportedly from AARO or in connection with the Portal or an investment, you will independently verify the instruction and the beneficiary account by calling AARO at a known, previously verified telephone number that you obtain independently and not from the instruction, email, text, or message itself, and that you will not rely on, and will treat as unverified, any wire or payment instruction, or any change to one, received by email, text, pop-up, link, or other unverified channel. You agree to treat any unexpected, last-minute, or changed instruction as a fraud risk and to confirm it by telephone before acting.
(d) Allocation of risk. To the fullest extent permitted by applicable law, and subject to Section 21, AARO and the Covered Persons shall have no liability for, and you assume the risk of, any loss, damage, or liability arising out of or relating to any fraudulent, altered, spoofed, intercepted, duplicated, or misdirected payment or wire instruction, your reliance on any instruction you did not verify by telephone as required by subsection (c), any instruction or transaction initiated through your account or credentials as provided in Section 4, or any inaccurate or unauthorized account information you provide, in each case except to the extent a loss results directly from AARO’s own failure to maintain the safeguards required of it by applicable law. Any such liability is further subject to Sections 15 and 16.
(e) Notice of suspected fraud. You agree to notify AARO immediately at admin@aarorealestate.com, and by telephone, of any suspected fraud, phishing, spoofing, unauthorized transaction, or compromise relating to your account or any payment, and to cooperate with AARO and any payment provider or financial institution in investigating and attempting to recover from it, recognizing that recovery may not be possible. Payment processing is performed by third-party providers and financial institutions as described in Section 13, and the terms of those providers and of the applicable Investment Documents govern the mechanics, timing, and reversibility of transfers, with the Investment Documents controlling as provided in Section 2.
33. Reliance on Investor Information
AARO, the Platform Provider, and the Covered Persons are entitled to rely, conclusively and without any duty of independent investigation or verification, on all information, representations, certifications, instructions, authorizations, signatures, and documents that you, or any person reasonably appearing to act on your behalf or using your account or credentials, submit or give through or in connection with the Portal, and to treat each as genuine, accurate, current, complete, and duly authorized by you. AARO may act, or decline to act, on any such information or instruction without liability, and is not obligated to question, investigate, or confirm the authority, identity, or genuineness of any person using your account or credentials, in each case as provided in Sections 4 and 32, and subject to any verification AARO elects or is required to perform under Section 34.
You are responsible for the accuracy, completeness, and currency of all information and instructions you provide, and for promptly correcting and updating them as provided in Section 10, and you bear the risk of any error, omission, or lack of authorization in what you submit. To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless the Covered Persons, as provided in and subject to Section 18, from and against any loss, liability, or expense arising out of or relating to any information, representation, instruction, or document you provide, or that is provided through your account, that is false, inaccurate, incomplete, outdated, unauthorized, or misleading, or AARO’s reliance on it. This Section is subject to the Reservation of Regulatory Rights in Section 21 and does not require AARO to rely on anything it has reason to believe is fraudulent or unauthorized.
34. Identity Verification and Third-Party Verification Providers
(a) Verification as a condition. Access to and participation in investments through the Portal is conditioned on verification, which may include verification of your identity, verification of your accredited investor or other eligibility status, screening against government sanctions and watchlists, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, anti-money-laundering and know-your-customer checks, and, for entity, trust, or retirement-account investors, verification of authority, good standing, and beneficial ownership, in each case as further described in Sections 3 and 10. Verification may be required before access, before acceptance of any subscription, and on an ongoing or recurring basis, including when your information changes or an accreditation or verification letter expires.
(b) Who performs verification; your consent and authorization. Verification may be performed by AARO, by the Platform Provider, or by one or more third-party verification providers, including the accreditation verification provider integrated with the Portal. You consent to the collection, use, processing, and disclosure of your information, including government-issued identification, taxpayer identification number, financial documentation, and, where a provider’s process uses it, any biometric information, by AARO and such providers for these purposes, and you authorize AARO to transmit your information to them, authorize them to obtain and verify information from consumer reporting agencies, financial institutions, government databases, and other lawful sources, and authorize them to prepare and share their determinations and supporting records, including any accreditation verification letter, with AARO. The collection and handling of this information is further described in the Privacy Notice, including the biometric provisions of its Section 10.
(c) Reliance and responsibility. AARO is entitled to rely, without independent investigation, on the determinations of a verification provider as to your identity or status, as provided in Section 33. AARO does not control, and is not responsible or liable for, the acts, omissions, systems, methods, determinations, retention, or security of any third-party verification provider beyond AARO’s contractual arrangements with it, as provided in Section 13, and a provider’s own collection and use of your information is governed by its own notice as described in the Privacy Notice. You agree to provide the information and documentation AARO or a provider reasonably requests and to keep it current as provided in Section 10.
(d) No acceptance; AARO’s discretion. The initiation, completion, or failure of any verification does not constitute acceptance of any subscription or a commitment by AARO or any issuer to accept any investment, which in all cases remains subject to, and is governed by, the applicable Investment Documents as provided in Section 2. AARO may decline, condition, limit, suspend, or revoke access or participation, require re-verification, or reject or unwind any subscription based on verification results or any inaccuracy or legal or regulatory requirement, in each case as provided in Sections 3 and 24 and subject to the Reservation of Regulatory Rights in Section 21.
35. No Tax, Legal, or Investment Advice; Tax Matters
Nothing provided, displayed, or made available through or in connection with the Portal, including any document, summary, figure, estimate, projection, or communication, constitutes or should be relied upon as tax, legal, accounting, or investment advice, a tax opinion, or a recommendation, and no such advice is given by AARO or any Covered Person through the Portal, consistent with Sections 5, 9, 15, and 44. You are solely responsible for obtaining your own independent tax, legal, accounting, and financial advice regarding any investment and its consequences for you, and for your own tax position.
AARO does not warrant, guarantee, or represent any particular tax treatment, characterization, result, or benefit of any investment, and tax treatment depends on your individual circumstances, the applicable Investment Documents, and applicable law, which may change, possibly with retroactive effect. You acknowledge that tax documents, including IRS Schedule K-1 and related forms, may be delivered after the start of a tax filing season, may require you to obtain an extension of time to file, and may be amended, restated, or corrected after delivery, and that AARO does not guarantee the timing of their delivery. You are solely responsible for your own tax reporting, elections, filings, extensions, estimated payments, and liabilities, and for reviewing your tax documents and raising any question about them promptly.
Any tax-related figure, estimate, allocation, or projection provided through the Portal is preliminary, is for general informational purposes only, may be unaudited or subject to change as provided in Section 9, and is not a representation, warranty, or guarantee of the actual tax consequences to you, which are governed by your final tax documents, the Investment Documents as provided in Section 2, and applicable law. This Section is subject to the Reservation of Regulatory Rights in Section 21.
36. Distributions, Capital Calls, and Clawback
Distributions and any other payments in respect of an investment, if any, are made solely in the amounts, at the times, in the priority, and subject to the conditions set forth in the applicable Investment Documents, are not guaranteed, and depend on the performance of the investment and on available cash and reserves. Distributions may be reduced, withheld, offset, delayed, suspended, adjusted, or, after being made, recalled, clawed back, or required to be returned, in each case as and to the extent provided in the Investment Documents or required by law, including to satisfy obligations, liabilities, reserves, indemnities, tax withholding, or a general partner or manager giveback. No distribution schedule, target, or projection is a promise or guarantee that any distribution will be made or made at any particular time or amount, consistent with Sections 9 and 15.
You acknowledge that you may be subject to capital calls, additional or follow-on funding obligations, default remedies for failure to fund, tax and other withholding, and clawback, giveback, or return-of-distribution obligations, in each case only as, and to the extent, set forth in the applicable Investment Documents, which govern those matters and control as provided in Section 2. These Terms and the Portal do not create, increase, reduce, or waive any such obligation or any distribution right.
The display in the Portal of any account or capital-account balance, contribution, distribution, projected or target distribution or return, valuation, or other figure is provided for convenience only, is subject to Section 9, creates no entitlement, right, or obligation, and does not constitute a declaration, approval, or guarantee of any distribution. In the event of any difference between a figure displayed in the Portal and the applicable Investment Documents or AARO’s official books and records, the Investment Documents and AARO’s official books and records control. This Section is subject to the Reservation of Regulatory Rights in Section 21.
37. Transfer Restrictions; No Secondary Market; Illiquidity
Any securities, interests, or investments offered, referenced, or administered through the Portal have not been and will not be registered under the Securities Act of 1933 or any state securities laws, are offered in reliance on exemptions from registration, and are subject to substantial restrictions on transfer under applicable federal and state securities laws and under the applicable Investment Documents. Accordingly, such securities or interests generally may not be sold, assigned, transferred, pledged, hypothecated, encumbered, gifted, or otherwise disposed of, directly or indirectly, except in compliance with those laws and the Investment Documents, which may require, among other things, registration or an available exemption, an opinion of counsel, satisfaction of eligibility and suitability conditions, and the prior written consent of the issuer, general partner, or manager, which may be granted or withheld as provided in the Investment Documents. Any transfer in violation of those restrictions may be void and may not be recognized.
The Portal is a private, investor-facing administrative and informational platform. It is not, and does not operate as, a securities exchange, broker-dealer, alternative trading system, matching service, or secondary market, it does not facilitate, solicit, or effect the resale, transfer, or trading of any interest, and it does not provide or assure any market, liquidity, price, buyer, redemption, repurchase, or ability to exit. The display, listing, or administration of any investment in the Portal does not imply any liquidity, transferability, redemption right, or ability to sell or exit, and any such right exists only if and as expressly provided in the Investment Documents.
You acknowledge and agree that any investment is illiquid, may need to be held for an indefinite period and possibly until the investment’s termination, and may not be readily valued or disposed of, and that you must be able to bear the economic risk and illiquidity of the investment for an indefinite period as provided in Section 31. The transfer, assignment, or pledge of any investment is governed solely by the applicable Investment Documents, which control as provided in Section 2, and not by Section 23, which governs only these Terms. This Section is subject to the Reservation of Regulatory Rights in Section 21.
38. System Availability; Maintenance; No Liability for Downtime
AARO does not warrant, guarantee, or represent that the Portal will be available, accessible, uninterrupted, timely, secure, complete, or error-free, or that it will operate without delay, defect, or failure, consistent with Section 14. The Portal, or any feature, document, or function of it, may be unavailable, suspended, limited, delayed, or degraded from time to time, with or without notice, due to scheduled or emergency maintenance, upgrades, repairs, migrations, security or protective measures, capacity constraints, technical or system issues, acts or failures of the Platform Provider or other third-party platforms or service providers, or any Force Majeure Event as provided in Section 22, and AARO may suspend or restrict access as provided in Section 24.
To the fullest extent permitted by applicable law, and subject to Section 21, AARO and the Covered Persons shall have no liability for any loss, damage, cost, or liability arising out of or relating to any unavailability, interruption, delay, suspension, limitation, degradation, or failure of, or any inability to access or use, the Portal, including any resulting inability to access documents or information, submit, sign, or complete any document or transaction, make or receive any payment or distribution, act on any instruction, or meet any deadline or time-sensitive obligation. You are responsible for anticipating the possibility of such unavailability and for maintaining alternative means of meeting any deadline or time-sensitive obligation, including by contacting AARO at admin@aarorealestate.com sufficiently in advance, and AARO is under no obligation to extend any deadline by reason of Portal unavailability except as expressly provided in the applicable Investment Documents or required by applicable law. Any liability relating to the Portal remains subject to Sections 15 and 16.
39. Authority; Entity, Trust, and Retirement Account Investors
If you access or use the Portal, accept these Terms, submit information, or make or fund a subscription on behalf of an entity, trust, retirement account, custodial or similar arrangement, or any other person (each, a “Principal”), you represent and warrant, as of each such time, that: (a) the Principal is duly organized or established, validly existing, and in good standing, and has the power and authority to make the investment and to enter into these Terms and any document you execute through the Portal; (b) you are duly authorized to act for, and to bind, the Principal to these Terms, the Privacy Notice, and any document, acknowledgment, consent, or instruction you execute, accept, or give through the Portal; (c) all consents, approvals, and authorizations required under the Principal’s governing or constitutive documents and under applicable law for the Principal to access the Portal and to make and hold the investment have been obtained and remain in effect; and (d) your acceptance and performance, and the Principal’s investment, do not violate the Principal’s governing documents, any applicable law, or any agreement or obligation binding on you or the Principal.
AARO, the Platform Provider, and the Covered Persons are entitled to rely, conclusively and without further inquiry, on your authority and apparent authority to act for and bind the Principal, and on any information or instruction you give on the Principal’s behalf, as provided in Sections 32 and 33, and are not responsible for any lack or excess of authority. Both you individually and the Principal are bound by these Terms, and “you” and “your” include the Principal and any person on whose behalf you act, as defined in Section 1. You agree to provide the organizational, authority, beneficial-ownership, and other documentation AARO or a verification provider reasonably requests under Sections 10 and 34, and you, individually and on behalf of the Principal, are responsible for the accuracy of all such information and subject to the indemnification obligations in Section 18. This Section is in addition to any authority representations in the applicable Investment Documents, which govern the investment as provided in Section 2.
40. Joint Holders and Authorized Representatives
If an account or investment is held jointly or by or for more than one person, each such person is jointly and severally bound by these Terms and jointly and severally responsible for all obligations under them, and each representation, warranty, covenant, consent, and authorization in these Terms is made by each such person. Unless and except to the extent otherwise required by the applicable Investment Documents or by applicable law, AARO, the Platform Provider, and the Covered Persons may accept, rely on, and act upon any instruction, acceptance, authorization, signature, or communication given by any one holder as binding on all holders, may provide documents, notices, and communications to any one holder as effective notice to all, and are not required to obtain the consent or signature of, or to give separate notice to, every holder, in each case without liability and as provided in Sections 33 and 43. The acts, omissions, and knowledge of one holder may be attributed to all holders for purposes of these Terms.
You are responsible for the acts and omissions of, and for all activity conducted by, any person you authorize to access your account, hold your credentials, or act on your behalf, including any advisor, representative, agent, or authorized user, as provided in Section 4, and AARO may rely, conclusively and without further inquiry, on the instructions, acceptances, and communications of any such person as authorized by and binding on you, as provided in Sections 33 and 39. You are responsible for promptly notifying AARO of any change in, or revocation of, a person’s authority, and AARO may continue to rely on prior authority until it has received that notice and had a reasonable opportunity to act on it. This Section is subject to the applicable Investment Documents, which control as provided in Section 2, and to the Reservation of Regulatory Rights in Section 21.
41. Incorporation of Privacy Notice; Consent to Data Processing
Your access to and use of the Portal, and AARO’s collection, use, storage, disclosure, and protection of your information in connection with the Portal, are governed by the AARO Investor Portal Privacy Notice (the “Privacy Notice”), which is incorporated into these Terms by reference and forms part of your agreement with AARO. You should read the Privacy Notice carefully; it describes, among other things, the Personal Information AARO collects, how and why it is used and shared, the GLBA financial privacy practices, identity and biometric verification, monitoring and recording, data retention and security, your privacy choices and state-specific rights, and the limitations, consents, and dispute-resolution and liability provisions that apply to Personal Information.
By accepting these Terms and the Privacy Notice at sign-up, and by accessing or using the Portal, you consent to AARO’s collection, use, processing, storage, disclosure, and retention of your information, including nonpublic personal and financial information and, where applicable, information about other persons you provide, as described in the Privacy Notice and as necessary to operate the Portal, administer your account and investments, verify your identity and eligibility, and comply with applicable law. In the event of a conflict between these Terms and the Privacy Notice, the order of precedence in Section 27 applies, under which the Privacy Notice controls with respect to the collection, use, disclosure, and protection of Personal Information. This Section is subject to the Reservation of Regulatory Rights in Section 21.
42. Monitoring and Recording
AARO, the Platform Provider, and other service providers acting on AARO’s behalf may access, monitor, record, capture, log, store, and retain activity on the Portal and communications and interactions made through or in connection with it, including messages and correspondence, chat and support interactions, document uploads, views, and downloads, electronic signature and acceptance events, log-in and account activity, and technical and usage information, in each case for security, authentication, fraud prevention, compliance, verification, recordkeeping, quality assurance, service improvement, training, and dispute-resolution purposes, and to establish, exercise, or defend legal claims, in each case to the extent permitted by applicable law.
By accepting these Terms and the Privacy Notice at sign-up, and by accessing, communicating through, or otherwise using the Portal, you expressly consent, in advance, to such access, monitoring, recording, logging, storage, and retention by AARO and by its service providers acting on its behalf. You acknowledge and agree that AARO is a party to each communication and interaction you make through or in connection with the Portal, and that any Platform Provider or other service provider that enables, processes, or records it does so solely as a provider of tools and services to AARO and as AARO’s agent or extension, and not as an independent third party intercepting the communication for its own purposes. To the extent your consent is required, you consent to any recording or monitoring in which the consent of more than one party may be required under applicable law, and this consent applies in all jurisdictions, including those requiring all-party consent. If you do not consent, you must not access, communicate through, or use the Portal.
You agree that records of your access, acceptances, signatures, instructions, communications, and activity maintained by AARO or the Platform Provider, including associated metadata, time stamps, and audit trails, are accurate, authentic, admissible in any proceeding, and may be used as evidence of the matters they record, and you waive any objection to their admissibility on the basis that they are electronic. Such records are retained and used as provided in Section 17 of the Privacy Notice, and this Section is consistent with, and further addressed in, Sections 8 and 9 of the Privacy Notice. This Section is subject to the Reservation of Regulatory Rights in Section 21.
43. Notices
Unless otherwise required by the applicable Investment Documents or by applicable law, AARO may give you any notice, disclosure, or communication under or relating to these Terms, your account, or your use of the Portal by posting it to the Portal, by emailing it to the email address associated with your account, or by emailing you notice that it is available in the Portal, consistent with the electronic delivery provisions of Section 8. Any such notice is deemed given and received by, and effective as to, you when AARO sends it to that email address or posts it to the Portal, or, where AARO emails notice that a communication is available in the Portal, when that notice is sent, in each case whether or not you actually access or open it.
You are responsible for maintaining a current and valid email address and contact information associated with your account, for ensuring your systems can receive AARO’s communications, and for regularly accessing the Portal and the associated email account to review notices, as provided in Sections 4 and 8. AARO is not responsible for any notice not received because your contact information was inaccurate or outdated or because a communication was filtered, blocked, or diverted by your systems, as provided in Section 38 and Section 19 of the Privacy Notice.
You may give notice to AARO under these Terms by email to admin@aarorealestate.com or by mail to AARO Real Estate LLC, 10050 Northwest Freeway, Suite 105, Houston, TX 77092, and any such notice is effective only upon AARO’s actual receipt. Notices required to be given in a particular manner by an Investment Document, or the dispute notice required by Section 20, must be given as provided there. This Section governs notices relating to Portal use and these Terms; notices relating to a specific investment are governed by the applicable Investment Documents, which control as provided in Section 2.
44. No Partnership or Agency
Nothing in these Terms, the Privacy Notice, or your access to or use of the Portal, and nothing in any information, communication, or material made available through the Portal, creates or shall be construed to create any partnership, joint venture, agency, employment, broker-dealer, investment-advisory, or fiduciary relationship between you and AARO or any Covered Person, or any duty of care, loyalty, disclosure, or other fiduciary or quasi-fiduciary duty owed by AARO or any Covered Person to you, except for the investment relationship, if any, that is expressly established by, and solely on the terms of, executed Investment Documents. AARO does not, through the Portal, act as your adviser, agent, or fiduciary, provide investment advice or recommendations, or assess the suitability of any investment for you, consistent with Sections 5, 9, 15, and 31.
You have no right or authority to act for, bind, create any obligation of, or make any representation on behalf of AARO or any Covered Person, and AARO has no right or authority to act for or bind you, in each case except as expressly set forth in a writing signed by the party to be bound. Any fiduciary, management, or similar duty that a general partner, manager, or issuer owes in connection with an investment arises, if at all, only under the applicable Investment Documents and applicable law, and is governed by those documents, which control as provided in Section 2, and not by these Terms. This Section is subject to the Reservation of Regulatory Rights in Section 21.
45. Construction and Interpretation
In these Terms: section and subsection headings and captions are for convenience of reference only, do not constitute part of these Terms, and do not affect their meaning or interpretation; the words “including,” “includes,” “such as,” and “for example” are deemed to be followed by “without limitation” and do not limit the generality of any preceding words; the words “herein,” “hereof,” “hereunder,” and similar words refer to these Terms as a whole and not to any particular section; “or” is not exclusive; and words in the singular include the plural and vice versa, and words of one gender include all genders. References to a “person” include individuals and entities, trusts, and other arrangements; references to a Section are to a Section of these Terms unless the reference is to the Privacy Notice, an Investment Document, or another document; and references to any law, agreement, or document are to it as amended, restated, supplemented, or modified from time to time.
These Terms are the product of arm’s-length dealing, are to be construed according to their fair meaning and not strictly for or against any party, and the rule of construction that ambiguities are resolved against the drafter shall not apply; accordingly, these Terms shall not be construed against AARO solely because AARO drafted them. Each party has had the opportunity to review these Terms and to consult its own advisors. Except where the context requires otherwise, a reference to AARO’s rights, protections, or discretion includes the Covered Persons to the extent provided in these Terms. This Section is a rule of interpretation only and does not limit, and is subject to, the Reservation of Regulatory Rights in Section 21 and the severability and savings provisions of Section 26.
46. Contact Us
Questions regarding these Terms may be directed to:
admin@aarorealestate.com
AARO Real Estate LLC, 10050 Northwest Freeway, Suite 105, Houston, TX 77092