Terms of Use

These Terms of Use (“Terms”) govern your access to and use of the website, digital platforms, investor portals, content, and services (collectively, the “Services”) operated by Sooch Capital (“Sooch Capital,” “we,” “our,” or “us”).

By accessing or using the Services, you agree to be legally bound by these Terms.
If you do not agree, you must not access or use the Services.

Nothing on the Services constitutes:

• An offer to sell securities
• A solicitation of an offer to buy securities
• Investment advice, legal advice, or tax advice

Any offering of securities by Sooch Capital will be made solely through definitive offering documents, including but not limited to a private placement memorandum (“PPM”), operating agreement, and subscription documents, and only to eligible investors in jurisdictions where lawful.

You represent and warrant that:

• You are at least 18 years of age
• You have the legal capacity to enter into binding agreements
• You will use the Services only for lawful purposes

We reserve the right to restrict or terminate access at our sole discretion.

You agree that any information you provide to Sooch Capital, including investor questionnaires, accreditation representations, and financial information, is true, complete, and accurate.

You acknowledge that Sooch Capital may rely on such information for compliance with securities laws and regulatory requirements.

Your use of the Services does not create:

• A fiduciary relationship
• An investment advisory relationship
• A brokerage relationship

Any fiduciary duties owed by Sooch Capital arise only from executed, written agreements.

The Services may contain forward-looking statements, projections, or expectations regarding real estate investments and market conditions.

These statements are:

• Based on assumptions
• Subject to risks and uncertainties
• Not guarantees of future performance

Actual results may differ materially.

You agree that:

• You will not rely solely on information provided on the Services
• You will conduct your own independent investigation
• You will consult your own legal, tax, and financial advisors

All investments involve risk, including the potential loss of principal. Past performance is not indicative of future results.

Private real estate investments offered by Sooch Capital are speculative, illiquid, and suitable only for investors who can afford to lose all or a substantial portion of their investment.

You acknowledge that you have been advised to conduct independent due diligence and to consult with legal, tax, and financial advisors before making any investment decision.

All content on the Services, including text, graphics, logos, designs, and software, is owned by or licensed to Sooch Capital and is protected by intellectual property laws.

You may not reproduce, distribute, modify, or exploit any content without prior written consent.

You agree not to:

• Use the Services for unlawful purposes
• Attempt to gain unauthorized access
• Interfere with security features
• Upload malicious code
• Misrepresent your identity or investor status

The Services may contain links to third-party websites.
Sooch Capital does not control and is not responsible for the content or practices of third parties.

Access is at your own risk.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

SOOCH CAPITAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Sooch Capital does not guarantee that the Services will be available at all times or without interruption. We may modify, suspend, or discontinue any portion of the Services at any time without notice or liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOOCH CAPITAL SHALL NOT BE LIABLE FOR:

• INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS OR INVESTMENT LOSSES
• DATA LOSS OR BUSINESS INTERRUPTION

OUR TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

Yes — that cap is intentional and aggressive. Courts routinely uphold it.

You agree to indemnify and hold harmless Sooch Capital and its affiliates, managers, members, officers, and agents from any claims, losses, or expenses arising out of:

• Your use of the Services
• Your violation of these Terms
• Your misrepresentations

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules.

The arbitration shall be conducted in New York, New York, unless the parties agree otherwise. Judgment on the arbitration award may be entered in any court having jurisdiction.

YOU AND SOOCH CAPITAL AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property or confidentiality rights.

These Terms shall be governed by the laws of the State of New York, without regard to conflict-of-law principles.

Where arbitration is not permitted, exclusive venue shall be state or federal courts located in New York.

By using the Services, you consent to receive electronic communications from Sooch Capital, including notices, disclosures, and updates.

We may suspend or terminate access to the Services at any time, with or without notice, for any reason.

We may update these Terms at any time.
Continued use of the Services constitutes acceptance of the revised Terms.

If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect.