CUSTOMER AGREEMENT

SECONDRE MARKETS LLC

1. Introduction. This Customer Agreement sets out the terms and conditions which governs the relationship between SecondRE Markets LLC (the “Firm”) and the Customer with respect to Customer’s access to the Firm’s platform (the “Platform”) for facilitating the private placement of interests in real estate holdings held by special purpose vehicles in the secondary market. Any capitalized terms not defined herein have the meaning ascribed to them in the Customer Terms of Use.

2. License. Subject to the terms and conditions of this Agreement, the Firm’s Privacy Policy (the “Privacy Policy”) and Customer Terms of Use (the “Terms”), the Firm grants to the Customer a revocable, non-exclusive, non-transferable and non-sublicensable license during the Term to access and use the Platform and its related software (the “Software”) for the purpose of viewing transaction and market information, placing Orders, completing transactions, and any other activities or functions contemplated by the Terms or otherwise made available through the Platform.

3. Platform Agreements. The Customer agrees to be bound by and comply with the terms of this Agreement, and with the Terms and the Privacy Policy (together, the “Platform Agreements”).

4. Customer Representatives. In the case of Customers which are entities, the Customer must submit to the Firm for the Firm’s approval, through the Platform or through a process or mechanism otherwise advised by the Firm, the names of any employees, agents or other representatives, that the Customer wishes to have direct access to the Platform (the “Customer Representative”), and specify for each Customer Representative whether that person will have full access to all functions or only certain functions of the Platform. The Firm may deny access to the Platform, or suspend, limit or terminate the access of any Customer Representative at any time. A Customer who appoints a Customer Representative is responsible for all actions taken by this Customer Representative on the Platform, and for ensuring that the Customer Representative complies with the Platform Agreements. No Customer may propose for appointment as a Customer Representative, and the Firm will not approve, a FINRA-registered broker-dealer or any other person or entity in the business of, or with the purpose of, intermediating investment or financial transactions in exchange for compensation.

5. Fees. The Customer agrees to pay the Transaction Fee and any other transaction fees set out in the Terms.

6. Termination. This Agreement commences on the day that the Customer executes this Agreement and continues until terminated as provided under and in accordance with the Terms or this Agreement. The Customer may terminate this Agreement at any time, by giving at least 30 days’ prior written notice to the Firm, and the Agreement will terminate as of the date that the Firm accepts the termination, or at the end of 30 days after the written notice is sent, whichever is earlier. The Firm may terminate this Agreement immediately at any time by providing notice to the Customer. Upon termination of this Agreement, the license granted hereunder will also terminate and the Firm will terminate the Credentials and access privileges of the Customer.

7. Survival. The termination of this Agreement does not relieve the Customer of its obligations (i) arising from or relating to its use of the Platform prior to such termination, (ii) in connection with any pending transaction initiated through the Platform, (iii) to pay any fees, costs, commissions, or charges incurred prior to such termination, (iv) to comply with any obligations that, by their nature, are intended to survive the termination or expiration of this Agreement. 

8. Entire Agreement. This Agreement and the Platform Agreements together constitute the entire understanding and agreement between the Firm and the Customer with respect to the subject matter hereof and supersedes all prior understandings or agreements between and among the parties with respect thereto, whether oral or written, express or implied.