Terms of Service

LIHTCX is a technology platform designed to help participants in the Low-Income Housing Tax Credit and affordable housing industries:

• identify opportunities
• publish and manage Deals
• connect with capital providers
• connect with professional service providers
• exchange information
• manage Closing Due Diligence workflows
• communicate
• coordinate transaction activity

LIHTCX provides technology and workflow tools.

Except where expressly stated in a separate written agreement, LIHTCX is not:

• a securities exchange
• a broker-dealer
• an investment adviser
• a placement agent
• a lender
• a bank
• a law firm
• an accounting firm
• a real estate brokerage
• a tax adviser
• a financial adviser

LIHTCX does not itself make investment, lending, tax, legal, underwriting, or professional-services decisions for users.

Information available through LIHTCX is provided for business and informational purposes.

Nothing on LIHTCX constitutes:

• investment advice
• an investment recommendation
• legal advice
• tax advice
• accounting advice
• lending advice
• underwriting approval
• a guarantee of financing
• a guarantee of tax credits
• a recommendation to enter into a transaction

Users must conduct their own analysis and obtain appropriate professional advice.

You agree to provide accurate account information and maintain the security of your account.

You may not:

• share credentials in an unauthorized manner
• impersonate another person
• use another person’s account without authorization
• circumvent security controls
• circumvent permissions
• create accounts for fraudulent purposes
• create accounts for unlawful purposes

You are responsible for activity conducted through your authorized account.

LIHTCX accounts may be associated with organizations.

Organizations may assign roles such as:

• Owner
• Editor
• Viewer

or other roles made available by the Services.

Company administrators are responsible for determining which individuals should have access to company information and for maintaining appropriate permissions.

A user’s ability to perform an action may depend on:

• company membership
• role
• license
• seat assignment
• Deal ownership
• Deal visibility
• access granted by another user
• other permissions established within LIHTCX

Certain LIHTCX functionality may require a free or paid license.

Applicable pricing, license scope, seat limits, and billing terms will be presented at purchase or in an applicable order.

If a subscription is identified as automatically renewing, it will renew according to the renewal terms presented at purchase unless canceled or changed in accordance with applicable account controls or agreement terms.

Fees are generally non-refundable except where:

• required by law
• expressly stated otherwise
• LIHTCX agrees otherwise in writing

Users are responsible for applicable taxes unless stated otherwise.

LIHTCX may restrict paid functionality when:

• payments are overdue
• licenses expire
• subscriptions lapse
• account terms are not satisfied

Developers and other authorized users may provide Deal information through LIHTCX.

The user or organization providing information is responsible for:

• accuracy
• completeness
• authorization to publish or share the information
• updating information when appropriate
• selecting appropriate visibility settings
• selecting appropriate confidentiality settings
• complying with applicable law

LIHTCX does not independently verify every:

• statement
• projection
• document
• financial assumption
• representation
• Deal term
• user-submitted claim

Users should independently verify information before relying upon it.

LIHTCX may permit Developers to control how Deal information is distributed.

Depending on available settings, information may be:

• public
• public with confidential or restricted components
• privately shared
• invitation-only

Users must respect the confidentiality and access restrictions applied to information.

Receiving access through LIHTCX does not grant a user ownership of or unrestricted rights to distribute information.

Syndicators, lenders, and other eligible capital providers may be able to submit:

• expressions of interest
• preliminary pricing
• letters of intent
• term sheets
• proposals
• financing responses
• other capital-related communications

Unless expressly stated otherwise in a separately executed agreement, a response submitted through LIHTCX does not itself create a binding:

• financing obligation
• investment obligation
• purchase obligation
• lending obligation
• commitment to close

Users are responsible for determining when communications or agreements become legally binding.

LIHTCX may allow Developers to identify and connect with professional service providers.

A connection, expression of interest, listing, profile, or introduction does not constitute:

• an endorsement by LIHTCX
• a hiring decision
• a professional engagement
• a contract
• a warranty of qualifications
• a guarantee of performance

Users are responsible for evaluating professionals and entering into appropriate engagement agreements.

LIHTCX may provide tools for:

• creating diligence requirements
• assigning diligence items
• tracking status
• reviewing submissions
• linking documents
• managing access
• maintaining workflow history

Completion indicators within LIHTCX reflect platform workflow status only.

They do not represent a legal, financial, underwriting, compliance, accounting, engineering, architectural, or professional conclusion that Due Diligence is complete or satisfactory.

LIHTCX may integrate with third-party services, including cloud-storage and document providers.

Documents may remain in customer-controlled external storage where supported.

LIHTCX may store:

• references
• metadata
• permissions
• workflow information
• review decisions
• audit history
• other information needed to provide the Services

Use of third-party services is also governed by the terms and policies of those providers.

LIHTCX may provide:

• messaging
• inquiries
• notifications
• access requests
• capital responses
• connection tools
• professional interest workflows

Users agree not to use those tools to:

• send spam
• harass others
• distribute malware
• conduct fraud
• unlawfully solicit transactions
• transmit unlawful content
• violate confidentiality obligations

Individual login email addresses are private account information and are not made public merely because users communicate through LIHTCX.

You may not use LIHTCX to:

• violate applicable law
• infringe intellectual property rights
• misrepresent your identity
• misrepresent your authority
• upload information you are not authorized to provide
• attempt unauthorized access
• interfere with system operation
• scrape or harvest information in violation of these Terms
• bypass security restrictions
• bypass usage restrictions
• distribute malicious code
• conduct fraudulent activity
• use automated means that materially burden the Services without authorization
• reverse engineer protected portions of the Services except where applicable law prohibits such a restriction

You retain ownership of content you submit to LIHTCX.

You grant LIHTCX a non-exclusive, worldwide, limited license to host, process, reproduce, transmit, display, and otherwise use submitted content only as reasonably necessary to:

• operate the Services
• provide requested features
• maintain backups
• maintain security
• comply with law
• support authorized sharing
• support collaboration
• provide technical support

You represent that you have the rights necessary to provide the content and permit LIHTCX to process it.

LIHTCX and its licensors own the Services, including applicable:

• software
• interfaces
• designs
• trademarks
• logos
• graphics
• documentation
• proprietary workflows
• technology

Except for rights expressly granted under these Terms, no ownership rights are transferred to users.

LIHTCX may provide artificial intelligence, automated analysis, search, summarization, recommendation, or assistant functionality.

Such features may produce information that is:

• incomplete
• inaccurate
• outdated
• inappropriate for a particular transaction

AI-generated or automated output:

• is not professional advice
• is not investment advice
• is not legal advice
• is not tax advice
• is not underwriting approval
• should not replace independent review
• should not be relied upon as the sole basis for a transaction, investment, financing, legal, tax, accounting, or professional decision

Users remain responsible for reviewing and validating output.

LIHTCX may rely upon, integrate with, or link to third-party services.

LIHTCX is not responsible for third-party services outside our control, including their:

• availability
• content
• security
• terms
• privacy practices
• performance

By using LIHTCX, you consent to receive electronic communications reasonably necessary to provide the Services, including:

• security notices
• account communications
• billing notices
• license notices
• invitations
• transaction-related communications
• Deal-related communications
• service notices

Optional marketing communications may be subject to separate preferences.

We aim to provide reliable Services but do not guarantee uninterrupted or error-free availability.

LIHTCX may:

• perform maintenance
• modify features
• suspend functionality
• address security issues
• make reasonable changes to the Services

LIHTCX may suspend or terminate access where reasonably necessary because of:

• violation of these Terms
• nonpayment
• security risk
• fraud
• misuse
• unlawful activity
• risk to other users
• risk to the Services

Users may stop using LIHTCX at any time, subject to applicable subscription and contractual obligations.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

LIHTCX DISCLAIMS WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY
• AVAILABILITY
• TRANSACTION SUCCESS

LIHTCX DOES NOT GUARANTEE:

• THAT A DEAL WILL RECEIVE CAPITAL
• THAT FINANCING WILL CLOSE
• THAT AN INVESTOR WILL INVEST
• THAT A LENDER WILL LEND
• THAT A PROFESSIONAL WILL BE ENGAGED
• THAT INFORMATION PROVIDED BY USERS IS ACCURATE
• THAT A TRANSACTION WILL CLOSE
• THAT TAX CREDITS WILL BE AWARDED
• THAT TAX CREDITS WILL BE DELIVERED
• THAT TAX CREDITS WILL BE PRESERVED
• THAT ANY PARTICULAR USER WILL RESPOND TO AN OPPORTUNITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LIHTC EXCHANGE, LLC AND ITS OWNERS, AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITIES, OR LOST TRANSACTIONS ARISING FROM OR RELATED TO THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE LIHTC EXCHANGE, LLC ARISING FROM OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF:

(A) THE AMOUNT YOU PAID TO THE LIHTC EXCHANGE, LLC DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(B) $100.

Some jurisdictions may not permit certain limitations, in which case applicable limitations will apply only to the extent permitted by law.

To the extent permitted by law, you agree to indemnify and hold harmless The LIHTC Exchange, LLC and its:

• affiliates
• owners
• officers
• employees
• representatives

from claims, liabilities, damages, losses, and reasonable expenses arising from:

• your violation of these Terms
• your unlawful use of the Services
• content you provide
• transactions you enter
• infringement caused by content you submit
• your violation of another person’s rights

LIHTCX facilitates connections and workflows but is not generally a party to transactions among users.

Users are solely responsible for:

• negotiating transaction terms
• conducting Due Diligence
• evaluating counterparties
• evaluating professionals
• documenting agreements
• obtaining professional advice
• complying with securities laws
• complying with lending laws
• complying with tax laws
• complying with housing laws
• complying with other applicable laws

We may update the Services and these Terms.

If changes are material, we may provide notice through:

• LIHTCX
• email
• another reasonable method

Continued use after an updated version becomes effective constitutes acceptance to the extent permitted by law.

These Terms are governed by the laws of the State of Kansas, without regard to its conflict-of-law principles.

Subject to any separate written agreement between the parties, any legal proceeding arising from or relating to these Terms or the Services shall be brought exclusively in:

• the state courts located in Johnson County, Kansas; or
• if federal jurisdiction exists, the United States District Court for the District of Kansas.

Each party consents to the personal jurisdiction and venue of those courts.

If any provision of these Terms is found unenforceable, the remaining provisions remain in effect.

Failure to enforce a provision does not waive that provision.

You may not assign these Terms without the consent of The LIHTC Exchange, LLC except as permitted by law.

The LIHTC Exchange, LLC may assign these Terms in connection with:

• corporate reorganization
• merger
• financing
• acquisition
• sale of assets
• similar transaction

These Terms, together with applicable:

• orders
• policies
• licenses
• written agreements

constitute the agreement concerning use of the Services.

Questions regarding these Terms may be directed to:

Email:

info@lihtcx.com