These Terms of Service (“Terms”) govern your access to and use of websites, investor portals, content, newsletters, webinars, and any other online services operated by MWN Capital LLC (“MWN Capital,” “we,” “us,” or “our”). By using our Services, you agree to these Terms. If you do not agree, do not use the Services.

1) Who We Are & What These Terms Cover
MWN Capital LLC is a multifamily real estate investment company. Our “Services” include our website(s), investor education and marketing content, deal portals and data rooms we host, and our communications (email/SMS/webinar platforms).
 
No legal, tax, or investment advice. Content is for informational and educational purposes only and is not personalized advice.

2) Eligibility
You must be 18 or older (or the age of majority in your jurisdiction) and able to enter a binding contract. Certain offerings may be available only to “accredited investors” or other qualified investors under applicable securities laws; eligibility may be verified.

3) No Offer, Solicitation, or Advice
Nothing on the Services is an offer to sell or a solicitation to buy any security. Any actual investment opportunity will be offered only through formal offering documents (e.g., private placement memorandum, subscription agreement, operating agreement) describing risks and terms in detail. Do not invest based solely on our website or marketing materials.

• No advisory or fiduciary relationship. We do not provide individualized investment, accounting, legal, or tax advice and do not act as your advisor or fiduciary.

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

• Forward-looking statements. Projections and forward-looking statements are subject to risks and uncertainties; actual results may differ.
   

4) Securities Law Disclosures (Private Offerings)
Private placements may be offered under exemptions (e.g., Regulation D). Participation is subject to investor qualification, subscription acceptance, and document execution. We may use third parties to verify accreditation where permitted.
4A) Reg CF / Reg A Disclosures (If and When Offered)

From time to time, we may make offerings available to a broader audience under Regulation Crowdfunding (Reg CF) or Regulation A (Reg A).

When we do:
Reg CF (Crowdfunding)

• Any Reg CF offering will be conducted exclusively through a registered intermediary (broker-dealer or funding portal) and the intermediary’s online platform.

• Investors should review the Form C offering statement and related disclosures on the intermediary’s site before investing.

• Investment limits apply to non-accredited investors as set by the SEC.

• Reg CF investments are typically illiquid, may have transfer restrictions, and carry a high risk of loss.

• Communications about Reg CF offerings will be limited to what the SEC permits (e.g., “tombstone” notices and communications directed to the intermediary’s platform).
   

Reg A (Tier 1 or Tier 2)

• Any Reg A offering will be made only after the SEC qualifies our offering statement (Form 1-A). The SEC’s “qualification” does not approve or endorse the securities.

• Prospective investors must read the offering circular and any supplements before investing.

• Tier 2 offerings generally preempt state “blue sky” registration, but investment limits may apply to non-accredited investors unless the securities are to be listed on a national exchange.

• Reg A securities may be thinly traded or not listed, and can be difficult to resell.

• Performance targets and distribution policies (if any) are not guaranteed and may change.
   

We may, at our discretion, withdraw, modify, or terminate any Reg CF or Reg A offering at any time as permitted by law.

5) Your Account
If you create an account (e.g., investor portal), you must: (a) provide accurate information, (b) safeguard your credentials, and (c) promptly update your info. You’re responsible for activity under your account. Notify us immediately of unauthorized access.

6) Acceptable Use
You agree not to:

• Violate any law or regulation;

• Infringe others’ intellectual-property, privacy, or publicity rights;

• Upload malicious code or attempt unauthorized access;

• Scrape, crawl, harvest, or systematically copy content except as allowed here;

• Use the Services for fraudulent, deceptive, or misleading activity.

We may suspend or terminate access for violations.

7) Intellectual Property
All content (text, graphics, logos, trademarks, data, video, code) is owned by or licensed to MWN Capital and protected by law. We grant you a limited, revocable, non-transferable license to access and use the Services for personal or internal business use. You may not reproduce or distribute content without our written consent.

User Content
If you submit content (e.g., questions, feedback), you grant MWN Capital a non-exclusive, worldwide, royalty-free license to use, reproduce, and display that content to operate, improve, and promote the Services. You represent you have rights to grant this license and that your content is lawful and accurate.

8) Third-Party Services & Links
We may integrate with or link to third-party sites (e.g., data rooms, payment processors, webinar platforms, accreditation services). We do not control and aren’t responsible for third-party content or practices. Your use of third-party services is governed by their terms and privacy policies.

9) Testimonials & Case Studies
Testimonials aren’t representative of all clients or investors; results vary. We disclose compensation where applicable. Any performance references reflect limited situations and are not guarantees.

10) Electronic Communications & E-Signatures
By using the Services, you consent to receive electronic communications (email, SMS, platform messages). Electronic signatures and records related to the Services have the same legal effect as written signatures and paper records, to the extent permitted by law. You may opt out of marketing emails via the unsubscribe link; transactional messages may still be sent.

11) Privacy
Our Privacy Policy explains how we collect, use, and share information. By using the Services, you consent to the practices described there.

12) Disclaimers
THE SERVICES AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, MWN CAPITAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not warrant the Services will be error-free, secure, or uninterrupted, or that defects will be corrected.

13) Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MWN CAPITAL AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

WHERE LIABILITY CANNOT BE EXCLUDED, OUR TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO US FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE PRIOR 12 MONTHS OR (B) $100.

14) Indemnification
You agree to defend, indemnify, and hold harmless MWN Capital and its affiliates, officers, directors, employees, and agents from claims, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Services, (b) your content, (c) your violation of these Terms, or (d) your violation of any law or third-party right.

15) Retirement Accounts & ERISA Disclosure
Investors using IRAs, 401(k)s, or other retirement/benefit-plan assets must consider additional risks and requirements:

• No fiduciary relationship. MWN Capital is not acting as an ERISA or investment fiduciary to any plan or IRA. You acknowledge you’re advised by an independent, qualified fiduciary (or are self-directed for an IRA).

• Plan-asset rule / 25% limit. Interests may be offered in a manner intended to avoid treatment of issuer assets as “plan assets” under the DOL plan-asset regulation (29 C.F.R. §2510.3-101 as modified by ERISA §3(42)). We may limit, reject, or redeem subscriptions to help ensure that benefit-plan investors do not exceed 25% of any class of equity interests, not counting interests held by persons with discretionary control.

• Prohibited transactions. You are responsible for ensuring your investment does not constitute a prohibited transaction under ERISA §406 or IRC §4975. Consult your advisor regarding exemptions (e.g., PTEs) and whether custodial/administrative arrangements satisfy applicable exemptions.

• UBTI/ECI. Tax-exempt investors (including IRAs) may be subject to unrelated business taxable income (UBTI), especially in structures involving leverage (debt-financed income). Consult a tax professional.

• Representations. By investing with plan or IRA assets, you represent that (i) the decision is made by an independent fiduciary, (ii) you are not relying on MWN Capital for impartial investment advice, and (iii) the investment complies with ERISA/Code requirements.
   

16) Changes to the Services and to these Terms
We may modify, suspend, or discontinue any part of the Services at any time. We may update these Terms from time to time. Changes are effective when posted with an updated “Effective Date.” Your continued use after changes means you accept the revised Terms.

17) Termination
We may suspend or terminate access at any time with or without notice for violations of these Terms or applicable law, or to protect the Services or other users. Sections that by their nature should survive (e.g., IP, disclaimers, limitations, indemnity) will survive termination.

18) Governing Law; Venue; Arbitration
These Terms are governed by the laws of the State of Florida, without regard to conflicts rules.
Binding Arbitration & Class-Action Waiver. Any dispute arising out of or related to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its applicable rules. The seat and venue of arbitration will be Jacksonville, Florida (Duval County), and proceedings may be conducted in person or by remote/virtual means as the arbitrator permits. You and MWN Capital waive any right to a jury trial and to participate in a class or representative action. Judgment on the award may be entered in any court of competent jurisdiction.

Opt-Out. You may opt out of arbitration within 30 days of first accepting these Terms by sending written notice to the address below; if you opt out, you agree to the exclusive jurisdiction and venue of the state and federal courts located in Duval County, Florida.

19) International Use
We operate from the United States and do not represent that the Services are appropriate or available elsewhere. You are responsible for compliance with local laws.

20) Notices; Contact Us
Notices to MWN Capital LLC (including arbitration opt-out) must be sent to:
MWN Capital LLC
Attn: Josh Roosen
125 Lincoln Street
St. Augustine, FL 32084
Email: Support@mwncapital.com
Phone: (810) 348-6689
 
For general questions about these Terms or the Services, use the contact info above.
 
21) Severability; Entire Agreement; Waiver
If any provision is found unenforceable, it will be modified to the minimum extent necessary or severed, and the rest remains in effect. These Terms are the entire agreement between you and MWN Capital regarding the Services and supersede prior agreements. Our failure to enforce any right is not a waiver.