Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Conley Chaos LLC, doing business as Adaptiv ("Adaptiv," "we," "us," or "our"), a California limited liability company. By accessing our website at tryadaptiv.com, engaging our services, or signing a service agreement, you agree to be bound by these Terms in their entirety.

If you are entering into these Terms on behalf of a business or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not have that authority, or if you do not agree to these Terms, you must not access or use our services.

These Terms are effective as of April 18, 2026 and supersede any prior agreements or understandings, whether written or oral, relating to the subject matter herein.

2. Services Description

Adaptiv provides custom software design, development, integration, and operational services to real estate syndicators and related private-capital firms ("Services"). The Services may include, without limitation: design and implementation of custom operating systems tailored to each firm's workflows; integration with existing customer relationship management (CRM), investor portal, accounting, property management, e-signature, and reporting tools; development and deployment of AI-powered agents that route tasks, generate documents, reconcile data across systems, and perform other automated work between platforms; ongoing operation, monitoring, and support of deployed systems; and related consulting and advisory services.

The specific Services to be provided to you, along with applicable fees, deliverables, integrations, data handling requirements, and timelines, will be described in a separate Statement of Work, Master Services Agreement, or proposal document (collectively, "Service Agreement") executed between you and Adaptiv. These Terms are incorporated by reference into any such Service Agreement. In the event of a conflict between these Terms and a fully executed Service Agreement, the Service Agreement shall control with respect to the specific Services described therein.

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with reasonable notice where practicable. We are not liable to you or any third party for any modification, suspension, or discontinuation of Services, except as expressly set forth in an executed Service Agreement.

3. Account Terms

To access certain Services — including client-portal features at tryadaptiv.com — you may be required to create an account or provide login credentials to third-party platforms on our behalf. You are responsible for maintaining the confidentiality of any account credentials, and you are fully responsible for all activities that occur under your account. You agree to notify us immediately at hello@tryadaptiv.com of any unauthorized use of your account or any other breach of security.

You represent and warrant that all information you provide to us is accurate, current, and complete, and that you will promptly update such information as necessary to keep it accurate, current, and complete. You agree not to impersonate any person or entity or misrepresent your affiliation with any person or entity.

We reserve the right to suspend or terminate your account and access to Services at our sole discretion, including if we reasonably believe you have violated these Terms. We will make reasonable efforts to provide notice before suspension or termination except where immediate action is necessary to protect us, our other clients, or third parties.

4. Payment Terms

Fees for Services are set forth in your Service Agreement. Unless otherwise specified, invoices are due within fifteen (15) days of the invoice date. Overdue balances may accrue interest at a rate of 1.5% per month (or the maximum rate permitted by law, whichever is less). We reserve the right to suspend Services for accounts more than thirty (30) days past due.

Payment processing for our Services is facilitated through third-party payment processors. Adaptiv does not directly process, store, or handle your credit card or bank account information except as specifically set forth in your Service Agreement. All payment information is transmitted directly to and stored by our payment processors in accordance with their respective terms of service and privacy policies. By providing payment information, you agree to those processors' terms.

All fees are non-refundable except as expressly stated in your Service Agreement or as required by applicable law. If you dispute any charge, you must notify us in writing at hello@tryadaptiv.com within thirty (30) days of the invoice date. Disputes not raised within this period are deemed waived.

5. Intellectual Property

As between you and Adaptiv, you retain all ownership rights in your pre-existing intellectual property, including trademarks, logos, brand assets, content, data, business information, investor lists, fund documents, and deal materials that you provide to us in connection with the Services ("Your IP"). You grant us a limited, non-exclusive, royalty-free license to use Your IP solely for the purpose of performing the Services during the term of our engagement.

Unless otherwise specified in a Service Agreement, all deliverables created by Adaptiv specifically for you and paid for in full — including the configured custom operating system, workflows built for your firm, and written work product created exclusively for your business ("Client Deliverables") — will be assigned to you upon receipt of full payment. However, Adaptiv retains ownership of all underlying tools, frameworks, platforms, AI agent architectures, methodologies, workflows templates, general-purpose software, and any improvements thereto that exist independent of, or are reusable beyond, your specific engagement ("Adaptiv IP"). Your use of any Adaptiv IP embedded in or delivered alongside Client Deliverables is licensed, not sold, and is conditioned on your continued compliance with these Terms and any applicable Service Agreement.

Nothing in these Terms transfers ownership of either party's pre-existing intellectual property to the other party. We reserve all rights not expressly granted herein.

6. Client Content License

You may provide us with text, images, data, documents, integration credentials, and other materials for use in connection with the Services ("Client Content"). Client Content may include confidential information such as investor records, fund documents, deal pipeline data, capital account information, and other materials subject to confidentiality obligations. You represent and warrant that you own or have all necessary rights, licenses, and permissions to provide Client Content to us and to grant us the rights described below, and that Client Content does not infringe or misappropriate any third-party intellectual property rights, violate any applicable law, or contain any unlawful material.

By providing Client Content, you grant Adaptiv a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, process, transmit, and store Client Content solely for the purpose of providing the Services to you. This license terminates when our engagement ends, except to the extent necessary to fulfill any outstanding obligations, comply with legal retention requirements, or as otherwise expressly permitted in your Service Agreement.

You are solely responsible for the accuracy, quality, and legality of Client Content. We reserve the right to refuse to use or remove any Client Content that we determine, in our sole discretion, violates these Terms or applicable law.

7. AI-Generated Output; No Investment, Legal, or Financial Advice

The Services include AI agents that generate content — including but not limited to drafts of investor communications, reports, analyses, reconciliations, document summaries, and checklists — and that execute automated workflows across connected systems ("AI Output"). AI Output is generated algorithmically and may contain inaccuracies, omissions, or errors. You are solely responsible for reviewing, verifying, and approving any AI Output before relying on it, communicating it to third parties (including investors), or taking any action in reliance on it. We make no warranty regarding the accuracy, completeness, or suitability of AI Output for any particular purpose.

Adaptiv is a software and services company. Adaptiv is not a broker-dealer, investment adviser, placement agent, attorney, accountant, or tax professional. Nothing in the Services — including any AI Output, dashboard, report, or communication generated by the Services — constitutes investment advice, legal advice, tax advice, accounting advice, or a recommendation to buy, sell, or hold any security or other financial instrument. The Services are operational infrastructure; you and your team remain solely responsible for all investment decisions, regulatory compliance (including under federal and state securities laws), disclosures to investors, and communications with limited partners. You agree not to represent or imply to third parties that Adaptiv is responsible for any investment decision, communication, disclosure, or regulatory filing.

8. Privacy

Your privacy is important to us. Our collection, use, and protection of your personal information and business data is governed by our Privacy Policy, available at tryadaptiv.com/privacy, which is incorporated by reference into these Terms. By using our Services, you consent to the data practices described in our Privacy Policy.

When we access or process data from your CRM, investor portal, accounting, property management, or other business systems on your behalf, we do so as a service provider acting at your direction. You are responsible for ensuring you have the necessary rights and permissions to share that data with us and for providing any disclosures required by applicable law to investors, employees, or other data subjects.

Engagements involving the processing of personal data on behalf of your firm may be subject to a separate data processing addendum ("DPA") executed between you and Adaptiv. In the event of a conflict between this Section and a fully executed DPA, the DPA shall control with respect to the processing activities it addresses.

9. Third-Party Services

The Services may involve the use of, or integration with, third-party software, platforms, APIs, and services, including but not limited to CRM systems, investor portals, accounting software, property management systems, e-signature providers, reporting tools, payment processors, hosting providers, and AI model providers (collectively, "Third-Party Services"). Your use of Third-Party Services is subject to those providers' own terms of service and privacy policies. We do not endorse and are not responsible or liable for the availability, accuracy, reliability, security, or content of any Third-Party Services.

We will use commercially reasonable efforts to notify you of material changes to Third-Party Services that may affect the Services we provide. However, Third-Party Services may change, become unavailable, or be discontinued at any time without notice to us, and we are not liable for any disruption to the Services resulting from such changes.

You authorize us to access and interact with Third-Party Services on your behalf as necessary to perform the Services. You are responsible for maintaining any required accounts, subscriptions, and access credentials for Third-Party Services used in connection with your engagement.

10. Acceptable Use

You agree not to use the Services to: (a) violate any applicable law, regulation, or third-party right; (b) transmit or store unlawful, infringing, defamatory, harassing, or fraudulent content; (c) interfere with or disrupt the Services or any infrastructure we use to provide them; (d) attempt to gain unauthorized access to any part of the Services, our systems, or the systems of our other clients; (e) reverse engineer, decompile, or attempt to derive the source code of any component of the Services except to the extent expressly permitted by applicable law; (f) use the Services to send unsolicited commercial communications in violation of applicable anti-spam laws; (g) misrepresent any investment, fund, security, or advisory relationship to any investor, counterparty, or regulator; or (h) use the Services in any way that could reasonably damage Adaptiv's reputation or subject Adaptiv to liability.

We reserve the right to investigate and take appropriate legal action, including termination of your account and cooperation with law enforcement authorities, against any violation of this Section.

11. WARRANTY DISCLAIMER

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CONLEY CHAOS LLC, DOING BUSINESS AS ADAPTIV, EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICES (INCLUDING ANY AI OUTPUT) WILL BE ACCURATE OR RELIABLE, OR THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT FULLY APPLY TO YOU.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CONLEY CHAOS LLC, DOING BUSINESS AS ADAPTIV, OR ITS MEMBERS, MANAGERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, LOST INVESTMENT OPPORTUNITIES, OR COST OF SUBSTITUTE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO ADAPTIV IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

The parties acknowledge that the limitations of liability set forth in this section are a fundamental element of the basis of the bargain between Adaptiv and you. Some jurisdictions do not allow certain limitations on liability, so the above limitations may not apply to the full extent in your jurisdiction.

13. Indemnification

You agree to defend, indemnify, and hold harmless Conley Chaos LLC, doing business as Adaptiv, and its members, managers, employees, agents, successors, and assigns from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) Client Content or Your IP; (c) your breach of these Terms or any Service Agreement; (d) your violation of any applicable law or regulation, including federal or state securities laws, investor-disclosure rules, anti-fraud rules, or anti-money-laundering rules; (e) your violation of any third-party rights; (f) any claim by any investor, limited partner, regulator, or other third party relating to information, communications, reports, or decisions you based in whole or in part on the Services or AI Output; or (g) any dispute between you and any third party.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. You shall not settle any claim without our prior written consent if such settlement imposes any obligation, restriction, or liability on us.

14. Term and Termination

These Terms remain in effect for as long as you use our Services or have an active Service Agreement with us. Either party may terminate an engagement by providing written notice as specified in the applicable Service Agreement. If no notice period is specified, thirty (30) days' written notice is required for either party to terminate.

We may terminate these Terms and any Service Agreement immediately, without prior notice or liability, if you materially breach these Terms and fail to cure such breach within ten (10) days of written notice, become insolvent or make an assignment for the benefit of creditors, or engage in any conduct that we reasonably determine poses a risk of harm to us, our other clients, or third parties.

Upon termination: (a) all licenses granted to us under these Terms immediately terminate; (b) you shall promptly pay all outstanding fees owed through the termination date; (c) each party will promptly return or, at the other party's election, securely destroy the other party's confidential information, except that Adaptiv may retain copies to the extent required by law or its standard backup practices; (d) we will provide a reasonable export of your data upon your written request, subject to the off-boarding provisions of your Service Agreement; and (e) any provisions of these Terms that by their nature should survive termination shall survive, including Sections 5, 7, 11, 12, 13, 15, and 16.

15. Dispute Resolution

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

Any dispute, controversy, or claim arising out of or relating to these Terms, any Service Agreement, or the Services, including any question regarding their existence, validity, or termination, shall be resolved by binding arbitration administered by JAMS (or its successor) in South Lake Tahoe, California, under its then-current rules for commercial disputes. Judgment on the arbitral award may be entered in any court of competent jurisdiction. The arbitrator shall have the authority to award any remedy available at law or in equity, except as limited by these Terms. The arbitration shall be conducted in English, and the arbitrator's decision shall be final and binding.

CLASS ACTION WAIVER: YOU AND ADAPTIV 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 OR REPRESENTATIVE ACTION. Unless both you and Adaptiv agree otherwise in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

Nothing in this section shall prevent either party from seeking emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration. For any claims that are not subject to mandatory arbitration under applicable law, or where arbitration is found unenforceable, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in El Dorado County, California.

16. Governing Law

These Terms and any dispute arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

17. Force Majeure

Neither party shall be liable to the other for any delay or failure to perform its obligations under these Terms to the extent such delay or failure is caused by circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil unrest, government action, power outages, internet service disruptions, cyberattacks, or failures of third-party services ("Force Majeure Event").

The party affected by a Force Majeure Event shall provide prompt written notice to the other party and shall use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Service Agreement upon written notice without further liability, except for payment of fees for Services rendered through the date of termination.

18. Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it shall be severed from these Terms, and the remaining provisions shall continue in full force and effect. The invalidity or unenforceability of any provision in one jurisdiction shall not affect the validity or enforceability of that provision in any other jurisdiction.

19. Assignment

You may not assign or transfer these Terms, any Service Agreement, or any rights or obligations hereunder, in whole or in part, without our prior written consent. We may assign these Terms and any Service Agreement, in whole or in part, to any successor entity or in connection with a merger, acquisition, reorganization, or sale of substantially all of our assets, without your consent. Any attempted assignment in violation of this section is void.

20. Modifications to These Terms

We reserve the right to modify these Terms at any time at our sole discretion. We will provide notice of material changes by posting the updated Terms on our website with a new effective date, and, where practicable, by sending an email notice to the primary contact on file for active clients. Your continued use of the Services after the effective date of any modifications constitutes your acceptance of the revised Terms.

If you do not agree to the modified Terms, you must stop using the Services and provide written notice of termination in accordance with Section 14. We encourage you to review these Terms periodically.

21. Entire Agreement

These Terms, together with any executed Service Agreement, any data processing addendum, any Privacy Policy incorporated by reference, and any other document expressly incorporated herein, constitute the entire agreement between you and Adaptiv regarding the subject matter hereof and supersede all prior and contemporaneous understandings, whether written or oral.

22. Contact Information

If you have any questions about these Terms, please contact us:

Email: hello@tryadaptiv.com Website: tryadaptiv.com Legal Entity: Conley Chaos LLC, doing business as Adaptiv State of Formation: California