SUBSCRIBER AGREEMENT

GowerCrowd Content

The GowerCrowd Newsletter (the “Newsletter”) includes industry information and observations, a podcast, information about podcast guests and their projects, access to the GowerCrowd website and related websites, reviews and commentary, database information and analytics. All the foregoing, plus anything else we add in the future, is referred to as “Content.”

This Subscriber Agreement constitutes a legally binding contract between you and GowerCrowd. Please read it carefully before proceeding. If you have any questions about its meaning you should consult with an attorney before subscribing to the Newsletter or accessing any Content.

Acceptance of Terms; Changes in Terms

If you subscribe to the Newsletter, you will be deemed to have consented to the terms of this Agreement. We may also ask you to indicate your consent more formally by checking a box or otherwise taking an affirmative action.

GowerCrowd may, at its sole discretion, modify or replace this Subscriber Agreement by notifying you by email. Unless otherwise indicated by the Company, any changes will become effective on a prospective basis from the date of posting. If you continue listening to subscribe to the Newsletter following a change, you will be deemed to have consented to the change.

GowerCrowd may change, suspend, or discontinue the Newsletter or any of its features or Content at any time for any reason. GowerCrowd may also impose limits on certain features and services or restrict your access to parts or all of the Content without notice or liability.

Eligibility

To subscribe to the Newsletter you must be at last 18 years old and of legal age in your jurisdiction to form a binding contract.

We may, in our sole discretion, refuse to offer the Newsletter to any person or entity and/or change our eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Newsletter is revoked in those jurisdictions.

Registration

To subscribe, you will be required to register by choosing a username and password. You promise to provide accurate, complete, and updated registration information. GowerCrowd may refuse registration of or cancel a username.

You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password. We will treat anyone who uses your username and password as "you" for all purposes, and we will hold you responsible for the activities of the person using your password. You will never allow any other person to use your account, nor will you use the account of any other user. You will immediately notify GowerCrowd in writing of any unauthorized use of your account, or other known account-related security breach.

Subscriber Conduct

You will use the Newsletter only for the purpose intended. Among things, you will not:

• Make copies of any Newsletter
• Re-broadcast any Content, with or without consideration
• Modify any Content
• Charge for access to the Newsletter

Role of GowerCrowd

You acknowledge that GowerCrowd is a media and promotional company, paid by real estate sponsors to help advertise projects. GowerCrowd is not itself a real estate sponsor, nor an investment adviser or broker-dealer. GowerCrowd does not offer recommendations about real estate investments or even that you invest in real estate at all. You should not construe any Content as if Adam were recommending that you invest in a project. If you are interested in investing you should contact sponsors directly and perform your own due diligence, including but not limited to reading carefully all the offering materials.

Accuracy of Content

GowerCrowd does not verify any of the Content provided by any real estate sponsors appearing on his podcast. Accordingly, GowerCrowd is not responsible for the accuracy of any such information. Before pursuing or investing in a project you must verify the accuracy of any Content.

Investment Warnings

Investing in real estate is risky and unpredictable. You should invest in the real estate projects you hear about via the Newsletter only if you can afford to lose your investment and are willing to live with the ups and downs of the real estate industry.

The sponsor of a project appearing on the GowerCrowd podcast or otherwise in the Newsletter might provide financial projections showing the anticipated results of an investment. All these financial projections are only estimates based on current conditions and current assumptions and therefore subject to change. For example, real estate projects were offered and sold in February 2020 with no warning of the COVID-19 pandemic that was about to shake the world economy.

Ownership of Intellectual Property

GowerCrowd owns or has the legal right to use all of the intellectual property associated with the Newsletter. This includes, but is not limited to, our name, our trademarks and copyrights, our trade secrets, our business methods, any artwork, text, video, photographs, or audio used in the Newsletter, and our logos, tag lines, and trade dress.

If you make suggestions for the Newsletter that we incorporate, we will own any associated intellectual rights, even though you suggested the changes.

You have no interest in any of our intellectual property. You will not duplicate, publish, display, distribute, modify, create derivative works from, or exploit our intellectual property in any way.

Copyright Notifications

If you believe the Newsletter violates your copyright, please notify our copyright agent in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the Site, sufficient for the Company to locate the material;
• Your address, telephone number, and email address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our designated copyright agent for notice of alleged copyright infringement is:

Disclaimer of Warranties and Limitations of Liability

THE NEWSLETTER IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

IN NO EVENT SHALL GOWERCROWD, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE NEWSLETTER (I) FOR ANY LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF THE AGGREGATE AMOUNT THE SUBSCRIBER HAS PAID FOR THE SUBSCRIPTION. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity

You shall defend, indemnify, and hold harmless GowerCrowd, its affiliates, and each of its and its affiliates’ employees, contractors, directors, and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees and other legal costs, that arise from or relate to your use or misuse of, or access to, the Newsletter, violation of this Subscriber Agreement, or infringement of any intellectual property or other right of any person or entity. GowerCrowd reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of California and the United States, without giving effect to any principles of conflicts of law.

Mandatory Arbitration

You agree that:

• Any claim, dispute, or controversy arising out of, relating to, or connected in any way with the Newsletter that you may have against the Company, other than Excluded Claims (as defined below), shall be resolved exclusively by arbitration, rather than through the court system.
• Any claim we may have against you arising out of your activities with respect to the Newsletter, other than Excluded Claims (as defined below), shall similarly be resolved exclusively by arbitration.
• This arbitration shall be administered by the American Arbitration Association ("AAA") and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA ("Rules and Procedures") (available at http://www.adr.org).
• The arbitration shall be held in San Luis Obispo, California or at another location that you and we select by mutual agreement.
• There shall be no authority for any claims to be arbitrated on a class or representative basis. The arbitrator is authorized to decide only your or our individual claims; and he or she shall not consolidate or join the claims of other persons or parties who may be similarly situated (the "Individual-Claims-Only Requirement").

The term “Excluded Claims” means:

• A claim where we allege that you have infringed upon our intellectual property or the intellectual property of any third party.
• Claims explicitly covered by another agreement.
• Any claim of any nature, if the Individual-Claims-Only Requirement is determined to be invalid.

Excluded Claims may be subject to arbitration if, and only if, a separate agreement so provides. Otherwise, Excluded Claims shall be adjudicated through the court system.