Terms of Service

1. ACCEPTANCE OF TERMS

Welcome to A100 Arms ("Platform," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of the A100 Arms hospitality investment information platform. By accessing or using the Platform, you agree to be bound by these Terms and our Privacy Policy.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.

2. PLATFORM DESCRIPTION AND PURPOSE

2.1 Informational Matchmaking Service

A100 Arms is a technology platform that provides information about off-market hospitality investment opportunities. We connect accredited investors with hotel properties available for acquisition. The Platform is:

• An informational resource for investment property discovery
• A matchmaking service connecting qualified investors with property sellers
• A data aggregation tool presenting hospitality market opportunities
• NOT a securities offering, investment advisor, or financial planner

2.2 Professional Consultant Services Model

The individuals and entities operating this Platform include real estate industry professionals and consultants. Our team members hold various real estate licenses and professional certifications. However:

• Platform Use Does Not Create Brokerage Relationship: Simply accessing and using the Platform does not establish a broker-client, agent-principal, or fiduciary relationship between you and A100 Arms or its operators.
• Separate Engagement for Licensed Services: If you desire representation by a licensed real estate professional in connection with a property transaction, such services are available upon specific request and will be formalized through separate written agreements independent of Platform use.
• Consultancy vs. Agency: In your use of the Platform, our team acts as industry consultants and information providers, not as your exclusive agents or representatives.

2.3 No Investment Advice

The Platform does not provide investment advice, financial planning, or recommendations. All information is provided for informational purposes only. We do not:

• Recommend specific properties as suitable investments for your situation
• Provide tax, legal, or financial advice
• Guarantee investment returns or property performance
• Conduct suitability analysis for your investment portfolio
• Act as a registered investment advisor under federal or state securities laws

You are solely responsible for evaluating properties and making independent investment decisions.

3. ELIGIBILITY AND ACCESS

3.1 Invite-Only Platform

Access to the Platform is provided on an invite-only basis. We reserve the right to:

• Approve or deny access requests at our sole discretion
• Revoke access at any time for any reason
• Limit the number of active users
• Impose different access levels or restrictions

3.2 Qualified Investor Acknowledgment

By using this Platform, you represent and warrant that:

• You are a qualified, sophisticated investor with sufficient experience, knowledge, and financial resources to evaluate hotel investment opportunities independently
• You have the financial capacity to invest in hospitality real estate and understand the risks associated with such investments
• You are accessing the Platform for legitimate business purposes related to hotel investment evaluation
• You understand that the Platform provides information only and does not constitute investment advice or recommendations

This Platform does not offer or sell securities. Investment opportunities are presented for informational purposes only. Any actual investment transaction occurs directly between you and property owners pursuant to separate agreements.

3.3 User Account Responsibilities

You agree to:

• Provide accurate, current, and complete information during registration
• Maintain the confidentiality of your account credentials
• Notify us immediately of any unauthorized access to your account
• Accept responsibility for all activities under your account
• Not share your account with others or create multiple accounts

4. CONFIDENTIALITY AGREEMENTS

4.1 Required Confidentiality Agreement (CA)

To access detailed property information and financial data, you must execute our standard Confidentiality Agreement. By signing the CA, you agree to:

• Maintain strict confidentiality of all property information
• Use information solely for evaluating potential investment opportunities
• Not disclose property details to third parties without authorization
• Return or destroy confidential materials upon request
• Acknowledge that unauthorized disclosure may cause irreparable harm

4.2 Property-Specific Restrictions

Each property has unique confidentiality requirements. You may not:

• Identify properties publicly before purchase completion
• Share seller contact information or property addresses
• Disclose financial performance data or offering materials
• Attempt to circumvent our platform and contact sellers directly

5. ELECTRONIC SIGNATURES & ESIGN ACT COMPLIANCE

5.1 Electronic Signature Features

The Platform includes features for electronically signing documents, including Confidentiality Agreements (CAs) and Letters of Intent (LOIs). Your use of these features is subject to the U.S. Electronic Signatures in Global and National Commerce Act ("ESIGN Act," 15 U.S.C. § 7001 et seq.).

5.2 Consent to Electronic Records

By using the e-signature features, you consent to receive and conduct business electronically. Before you sign any document, we will provide you with clear disclosure regarding:

• Your right to receive records in non-electronic form (paper)
• Your right to withdraw consent to electronic transactions
• Hardware and software requirements for accessing and retaining electronic records
• Procedures for requesting paper copies
• Fees (if any) for paper copies

5.3 Intent to Sign

An affirmative act, such as clicking a button, checking a checkbox, or drawing a signature, is required to execute your signature. By completing this act, you confirm:

• Your intent to sign the document electronically
• Your agreement to be legally bound by the document's terms
• Your understanding that your electronic signature has the same legal effect as a handwritten signature

5.4 Record Integrity and Audit Trail

We maintain a secure, unalterable audit trail for all electronically signed documents, including:

• Signature Events: Timestamp, IP address, device information, and user agent for each signature
• Document Integrity: Cryptographic hash ensuring document has not been altered post-signature
• Session Data: Unique session identifier linking signature to authenticated user
• Disclosure Acknowledgments: Records confirming you reviewed required disclosures before signing

These records are retained for at least seven (7) years in accordance with federal requirements and may be used as evidence of agreement execution.

6. PROHIBITED ACTIVITIES

You agree NOT to:

6.1 Illegal or Harmful Use

• Use the Platform for any illegal purpose or in violation of any local, state, national, or international law
• Engage in fraudulent misrepresentation or deceptive practices
• Violate any person's rights of privacy or publicity
• Harass, threaten, or harm other users or Platform personnel

6.2 Technical Interference

• Reverse engineer, decompile, or disassemble any portion of the Platform
• Use any automated system (bots, scrapers, etc.) to access the Platform in a manner that sends more request messages than a human can reasonably produce
• Introduce viruses, malware, or other malicious code
• Attempt to gain unauthorized access to Platform systems or user accounts
• Interfere with or disrupt Platform operations or servers

6.3 Misrepresentation

• Impersonate any person or entity
• Falsely state or misrepresent your affiliation with any person or entity
• Provide false accredited investor certifications
• Submit fraudulent offers or letters of intent

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Platform Ownership

The Platform and all content, features, and functionality (including software, text, displays, images, audio, video, and design) are owned by A100 Arms LLC, its licensors, or other content providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

7.2 Limited License to Users

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your personal, internal business investment evaluation purposes.

7.3 Restrictions

You may NOT:

• Modify, copy, distribute, transmit, display, reproduce, or create derivative works from Platform content
• Sublicense, transfer, or sell access to the Platform
• Remove or alter any copyright, trademark, or other proprietary notices
• Frame or mirror any portion of the Platform
• Use Platform content outside the Platform without authorization

8. PROPERTY INFORMATION AND DISCLAIMERS

8.1 Information Accuracy

We strive to provide accurate property information but:

• No Guarantee of Accuracy: Property information is provided by third-party sellers and data sources. We do not independently verify all information and make no representations or warranties regarding accuracy, completeness, or currentness.
• Information Subject to Change: Property details, financial performance, pricing, and availability may change without notice.
• Errors and Omissions: Information may contain errors, inaccuracies, or omissions. We are not liable for decisions based on such errors.

8.2 Independent Due Diligence Required

YOU ARE SOLELY RESPONSIBLE for conducting your own independent due diligence, including:

• Property inspections and engineering assessments
• Environmental Phase I and Phase II assessments
• Title searches and title insurance
• Survey and zoning verification
• Financial statement verification and audit
• Legal review of purchase agreements and contracts
• Tax and accounting analysis
• Consultation with qualified professionals (attorneys, CPAs, engineers, consultants)

DO NOT RELY solely on information provided through the Platform. Verify all material facts independently before making investment decisions.

9. DISCLAIMERS OF WARRANTIES

9.1 "AS IS" and "AS AVAILABLE"

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY
• IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE
• IMPLIED WARRANTIES OF NON-INFRINGEMENT
• IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE

9.2 No Guarantee of Availability

We make no warranty that:

• The Platform will meet your requirements or expectations
• Platform operation will be uninterrupted, timely, secure, or error-free
• Results obtained from Platform use will be accurate or reliable
• Quality of any products, services, information, or other material obtained will meet your expectations
• Any errors in Platform software will be corrected

9.3 No Financial or Investment Advice

WE ARE NOT PROVIDING FINANCIAL, INVESTMENT, TAX, OR LEGAL ADVICE. Any content on the Platform is for general informational purposes only. You should consult qualified professionals regarding your specific situation.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, in no event shall A100 Arms LLC, its affiliates, members, managers, directors, employees, agents, licensors, or service providers be liable for:

• INDIRECT DAMAGES: Any indirect, incidental, special, consequential, or punitive damages
• LOST PROFITS: Loss of profits, revenue, data, use, goodwill, or other intangible losses
• INVESTMENT LOSSES: Losses resulting from investment decisions made based on Platform information
• PROPERTY ISSUES: Property condition issues, title defects, or misrepresentations by sellers
• THIRD-PARTY ACTIONS: Actions or omissions of property sellers, brokers, or other third parties
• SYSTEM ISSUES: Platform downtime, errors, bugs, viruses, or data loss

10.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, we shall not be liable for any damages arising from Platform use, except where prohibited by law.

10.3 Basis of the Bargain

The limitations in this section are fundamental elements of the bargain between you and A100 Arms. The Platform would not be provided without these limitations.

11. INDEMNIFICATION

11.1 Your Indemnification Obligation

You agree to indemnify, defend, and hold harmless A100 Arms LLC, its affiliates, members, managers, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or related to:

• Your access to or use of the Platform
• Your violation of these Terms or any applicable law or regulation
• Any content you submit, post, or transmit through the Platform
• Your infringement or violation of any intellectual property or other right of any third party
• Your breach of confidentiality obligations
• Your false or misleading representations
• Claims by third parties arising from investment decisions based on information you provided

12. DISPUTE RESOLUTION

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles.

12.2 Mandatory Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and A100 Arms agree that any dispute, claim, or controversy arising out of or relating to these Terms or Platform use shall be resolved by binding arbitration rather than in court, except as provided below.

Arbitration Rules:

• Administrator: Arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures
• Location: Arbitration shall take place in Wilmington, Delaware, or via remote videoconference if mutually agreed
• Arbitrator: Single arbitrator selected according to JAMS rules; arbitrator must be licensed attorney with expertise in commercial disputes
• Decision: Arbitrator's decision is final and binding

12.3 Class Action and Jury Trial Waiver

YOU AND A100 ARMS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE ACTION.

YOU AND A100 ARMS WAIVE ANY RIGHT TO A JURY TRIAL.

12.4 Shortened Limitations Period

NOTWITHSTANDING ANY STATUTE OF LIMITATIONS TO THE CONTRARY, you agree that any claim or cause of action arising from or related to Platform use or these Terms must be filed within ONE (1) YEAR after such claim or cause of action arose, or be forever barred.

13. CHANGES TO TERMS

We reserve the right, in our sole discretion, to change, modify, add, or remove portions of these Terms at any time. We will notify you of material changes by posting the updated Terms on the Platform with a new "Last Updated" date and sending notice to your registered email address.

Your continued use of the Platform after changes are posted constitutes your acceptance of the revised Terms. If you do not agree to the new Terms, you must stop using the Platform immediately.

14. TERMINATION

14.1 Termination by You

You may terminate your account at any time by sending written notice to support@a100arms.com or following account closure procedures in Platform settings.

14.2 Termination by Us

We may suspend or terminate your access to the Platform immediately upon violation of these Terms, without notice, or at any time, for any reason, at our sole discretion.

14.3 Effect of Termination

Upon termination:

• Your right to access and use the Platform immediately ceases
• All licenses and rights granted to you under these Terms terminate
• You must cease all use of Platform content and materials
• You must return or destroy all confidential information
• Confidentiality and indemnification obligations survive indefinitely

15. GENERAL PROVISIONS

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices or agreements posted on the Platform, constitute the entire agreement between you and A100 Arms regarding Platform use.

15.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

15.3 No Third-Party Beneficiaries

These Terms are for the benefit of you and A100 Arms only. No third party shall have any right to enforce any provision of these Terms.

15.4 Contact Information

For questions about these Terms, please contact us at:

A100 Arms LLC
Email: support@a100arms.com

16. STATE-SPECIFIC PROVISIONS

16.1 California Residents

Pursuant to California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

16.2 Other Jurisdictions

Residents of other states may have additional rights under applicable state consumer protection laws. Nothing in these Terms limits such rights.

17. ACKNOWLEDGMENT

BY CREATING AN ACCOUNT, ACCESSING, OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT:

• You have read and understand these Terms in their entirety
• You agree to be bound by these Terms
• You are a qualified, sophisticated investor with the experience and resources to evaluate hospitality investments
• You understand the Platform provides information only, not investment advice
• You will conduct independent due diligence before making investment decisions
• You agree to arbitration and waive class action rights
• You accept the disclaimers and limitations of liability
• You have had the opportunity to consult with legal counsel

IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM.