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Legal

Terms of Service & Operations Policy

Real Estate Partnership Marketplace — Pairdex LLC

Effective Date: May 1, 2026 Version: 1.0 Governing Law: State of Indiana Questions: legal@pairdex.org
Attorney Review Notice: This document is a comprehensive legal framework for the Pairdex platform. It has been drafted to address the specific operational and legal risks of a real estate partnership marketplace. Before any material changes to these Terms, Pairdex engages licensed Indiana real estate and technology counsel for review.

Table of Contents

  1. Introduction & Acceptance of Terms
  2. Nature of the Platform
  3. User Accounts, Profiles & Verification
  4. Listings, Matching & Deal Rooms
  5. Fees, Subscriptions, Commissions & Refunds
  6. User Conduct & Prohibited Activities
  7. Intellectual Property
  8. Privacy & Data Protection
  9. Disclaimers & Limitations of Liability
  10. Dispute Resolution & Governing Law
  11. Termination
  12. General Provisions
  13. Contact Information

1. Introduction & Acceptance of Terms

Welcome to Pairdex. These Terms of Service ("Terms") govern your access to and use of the Pairdex website, mobile applications, and related services (collectively, the "Platform"), operated by Pairdex LLC ("Pairdex," "we," "us," or "our"), an Indiana limited liability company.

By accessing, browsing, registering for, or using the Platform in any way, you ("User," "you," or "your") agree to be legally bound by these Terms, our Privacy Policy, and any additional policies referenced herein. If you do not agree to these Terms in full, you must not access or use the Platform.

These Terms constitute a binding legal agreement between you and Pairdex LLC. If you are using the Platform on behalf of a business entity (such as an LLC, corporation, partnership, or trust), you represent that you have the authority to bind that entity, and "you" shall refer to that entity.

1.1 Eligibility

To use the Platform, you must:

  • Be at least eighteen (18) years of age and legally able to enter into binding contracts under the laws of your jurisdiction;
  • Provide truthful, accurate, and current information during registration and at all times thereafter;
  • Have the legal authority to list, invest in, or partner on the assets, capital, or business operations you represent on the Platform;
  • Not be barred from using the Platform under U.S. law, including any applicable sanctions or anti-money laundering regulations;
  • Not have been previously suspended or removed from the Platform.

1.2 Modifications to Terms

Pairdex reserves the right to modify these Terms at any time. We will provide notice of material changes by email and by posting an updated version with a new Effective Date. Your continued use of the Platform after such notice constitutes acceptance of the revised Terms. If you do not agree to any modification, your sole remedy is to stop using the Platform and request account deletion.

2. Nature of the Platform — What Pairdex Is and Is Not

2.1 Pairdex IS:

  • A neutral technology platform that allows Users to create profiles, list real estate assets, list investment capacity, list business operating intentions, and discover potentially compatible counterparties through algorithmic and manual matching;
  • A facilitation tool that provides communication features, document workspaces ("Deal Rooms"), informational templates, and scheduling tools to support User-led negotiations;
  • A directory and information service that permits the exchange of contact information among Users who have mutually agreed to connect.

2.2 Pairdex IS NOT:

  • Not a real estate broker. Pairdex does not represent any User in a real estate transaction. We do not negotiate on behalf of buyers, sellers, lessors, lessees, or partners. We do not list properties for sale, lease, or exchange in the manner of a licensed brokerage. We do not earn commissions on the sale or lease of real property.
  • Not a securities dealer or investment advisor. Pairdex does not offer, sell, recommend, or solicit the purchase or sale of securities. We do not provide investment advice. Users who structure deals that constitute securities offerings under federal or state law are solely responsible for compliance with the Securities Act of 1933, the Securities Exchange Act of 1934, applicable state Blue Sky laws, and any other relevant regulations.
  • Not a law firm or attorney. All legal templates, sample agreements, and informational materials provided on the Platform are for educational and informational purposes only. They are not legal advice and do not create an attorney-client relationship. You must consult a licensed attorney before signing any agreement.
  • Not an escrow agent or financial institution. Pairdex does not hold, transfer, or have access to User funds related to any deal. All capital movement between Users must occur through licensed third parties (banks, escrow companies, title companies, attorneys).
  • Not a fiduciary. Pairdex owes no fiduciary duty to any User. We do not represent your interests against another User's interests. You are responsible for your own due diligence and for protecting your own legal and financial position.
  • Not a guarantor of any deal, party, or outcome. Verification badges, compatibility scores, and platform-issued summaries are informational only. Pairdex makes no representation that any User will perform, that any asset is as described, or that any deal will be profitable, completed, or legally enforceable.

2.3 User Acknowledgment of Platform Role

By using the Platform, you expressly acknowledge and agree that:

  • Pairdex's role ends at the point of facilitation; all decisions to enter into, structure, or close any deal are made solely by you;
  • You will retain your own licensed real estate attorney, tax advisor, and financial advisor as appropriate for your situation;
  • You will not assert, in any forum, that Pairdex acted as your broker, agent, advisor, or fiduciary.

3. User Accounts, Profiles & Verification

3.1 Account Registration

To list assets, capital, or business intentions on the Platform, you must create a User account and select one or more of the following User roles:

  • Asset Owner — an individual or entity holding legal title to real property in the United States;
  • Capital Investor — an individual or entity with verifiable funds available for real estate investment;
  • Entrepreneur / Business Operator — an individual or entity with a business plan seeking commercial space or a partnership.

You are solely responsible for safeguarding your login credentials and for all activity that occurs under your account. You must notify Pairdex immediately of any unauthorized access. Pairdex is not liable for losses arising from your failure to secure your credentials.

3.2 Verification Process

Before a listing becomes visible to other Users, Pairdex may, at its sole discretion, conduct a verification review. Verification may include some or all of the following:

  • Review of government-issued identification;
  • Review of property ownership documentation (deed, title report) for Asset Owners;
  • Review of proof of funds (bank statement, lender letter) for Capital Investors;
  • Review of professional licensing or industry credentials for Entrepreneurs;
  • Review of entity formation documents for business Users.

A verification badge confirms only that we reviewed the documents available to us at the time of review. It does not guarantee identity, ongoing financial capacity, or future performance. Counterparties must conduct their own due diligence.

3.3 Right to Refuse, Suspend, or Terminate

Pairdex reserves the right, in its sole discretion and without prior notice, to refuse verification, suspend a listing, or terminate an account if we believe a User has:

  • Provided false, misleading, or incomplete information;
  • Violated these Terms or any applicable law;
  • Engaged in fraudulent, abusive, or harassing conduct toward other Users or Pairdex staff;
  • Attempted to circumvent Pairdex commissions, subscription fees, or any other Platform mechanism;
  • Posted content that is unlawful, defamatory, discriminatory, or otherwise inappropriate.

4. Listings, Matching & Deal Rooms

4.1 Accuracy of Listings

You are solely responsible for the accuracy, completeness, and lawfulness of every listing, profile, statement, and document you submit to the Platform. You represent and warrant that:

  • You hold all rights, title, interest, or authority necessary to make the listing;
  • All financial figures, valuations, and projections are made in good faith and based on reasonable belief;
  • You have disclosed all material facts that a reasonable counterparty would consider relevant, including liens, encumbrances, code violations, environmental issues, and pending litigation;
  • You are not subject to any restraining order, court order, or contractual provision that prohibits the listed transaction.

4.2 Matching Algorithm

The Platform uses an algorithmic and/or manual matching process to suggest potentially compatible counterparties. Compatibility scores are based on stated preferences and are informational suggestions only. A match does not constitute an endorsement, recommendation, or guarantee of suitability by Pairdex.

4.3 Deal Rooms

When two or three Users mutually agree to explore a partnership, Pairdex may open a private Deal Room to facilitate communication, document exchange, and template completion. Deal Rooms are tools, not legally binding negotiation environments. Communications and documents shared in a Deal Room are governed by the Mutual Non-Disclosure Agreement that Users are required to sign before substantive disclosures.

You acknowledge that Pairdex may, but is not obligated to, monitor Deal Room activity for the purpose of policy enforcement, fraud prevention, and platform integrity. Pairdex does not record or transcribe video calls, voice calls, or off-Platform communications among Users.

4.4 Off-Platform Circumvention

Once Pairdex has introduced you to a counterparty, you may not, for a period of twenty-four (24) months following the introduction, knowingly transact with that counterparty outside the Platform in a manner intended to avoid Pairdex commissions or fees. Off-platform circumvention is a material breach of these Terms and may result in account termination, recovery of unpaid Commissions, and reasonable attorneys' fees.

5. Fees, Subscriptions, Commissions & Refunds

5.1 Subscription Plans

Pairdex offers tiered subscription plans (e.g., Free, Pro, Premium) with pricing and features as described on the Platform. Subscription fees are billed in advance on a recurring basis (monthly or annually, as selected). By subscribing, you authorize Pairdex and its payment processor (currently Stripe) to charge your designated payment method on each renewal date until you cancel.

5.2 Deal Facilitation Commissions

Pairdex charges a deal facilitation fee ("Commission") when a Joint Venture Agreement, Letter of Intent, or equivalent binding partnership document is executed by Users introduced through the Platform. Commission rates are disclosed at the time of subscription and on the Platform's pricing page, and are typically calculated as a percentage of the total capital contribution to the deal.

The Commission obligation is shared between participating Users as agreed at the time of deal formation, and is invoiced at the moment of executed agreement. Failure to pay an invoiced Commission within thirty (30) days entitles Pairdex to suspend the User's account, refer the matter to collections, and seek recovery in court, including attorneys' fees and costs.

5.3 Value-Added Services

Optional services such as Fast-Track Verification, Attorney-Reviewed JV Agreement preparation, Featured Placement, 3-Party Deal Facilitation, and Market Reports are billed at the prices listed on the Platform at the time of purchase. These services are non-refundable once delivery has commenced, except as required by applicable consumer protection law.

5.4 Refund Policy

All fees are non-refundable except in the following limited circumstances:

  • Subscription fees may be cancelled at any time, with cancellation taking effect at the end of the current billing period; no prorated refunds will be issued for partial periods;
  • If Pairdex terminates your account without cause and without breach by you, we will refund the unused portion of any prepaid annual subscription;
  • Where required by Indiana law or the law of your state of residence, you may be entitled to additional refund rights, which these Terms do not waive.

5.5 Taxes

All fees are stated exclusive of applicable taxes. You are responsible for all sales taxes, use taxes, value-added taxes, and other taxes imposed on the services, except for taxes on Pairdex's net income.

5.6 No Holding of Deal Funds

Pairdex does not hold, escrow, or have any access to capital contributions, purchase prices, deposits, rent, profit distributions, or any other funds related to a deal among Users. All such funds must move through licensed banks, attorneys, title companies, or escrow agents engaged directly by the Users.

6. User Conduct & Prohibited Activities

You agree not to use the Platform to:

  • Violate any federal, state, or local law, including fair housing laws (Fair Housing Act, 42 U.S.C. § 3601 et seq.), anti-discrimination laws, securities laws, real estate licensing laws, anti-money laundering laws, or tax laws;
  • Discriminate against any person on the basis of race, color, religion, national origin, sex, familial status, disability, sexual orientation, gender identity, source of income, or any other protected characteristic;
  • Post false, misleading, or fraudulent listings or profile information;
  • Impersonate any person or entity, or misrepresent your affiliation with any person or entity;
  • Harvest or scrape data from the Platform, including User profiles, listings, or contact information;
  • Use any automated system, bot, or script to access, interact with, or extract data from the Platform without prior written consent from Pairdex;
  • Transmit any virus, malware, or harmful code;
  • Interfere with the security or integrity of the Platform or any other User's experience;
  • Engage in money laundering, terrorist financing, or any transaction with a sanctioned individual or entity;
  • Solicit Users for any purpose unrelated to a legitimate real estate partnership opportunity;
  • Harass, threaten, defame, or stalk any other User or Pairdex staff.

6.1 Fair Housing Compliance

Pairdex maintains a zero-tolerance policy for discriminatory listings, communications, or matching preferences. Any User found to be using the Platform in a manner that violates the Fair Housing Act or any state or local fair-housing or anti-discrimination law will be immediately suspended pending investigation, and may be reported to the appropriate enforcement authority.

7. Intellectual Property

7.1 Pairdex Property

The Platform, including its software, design, logos (including the Pairdex name and bowtie mark), trademarks, written content, templates, matching algorithms, and all underlying technology, is owned by Pairdex LLC or its licensors and is protected by U.S. and international intellectual property laws. Subject to your compliance with these Terms, Pairdex grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purpose.

You may not copy, modify, distribute, sell, lease, reverse-engineer, or create derivative works of any portion of the Platform without our prior written consent.

7.2 User-Submitted Content

You retain ownership of all content you submit to the Platform ("User Content"), including listings, photographs, documents, business plans, and communications. By submitting User Content, you grant Pairdex a worldwide, non-exclusive, royalty-free, sublicensable license to use, host, store, reproduce, modify (for formatting purposes only), display, and distribute the User Content for the purpose of operating, marketing, and improving the Platform.

You represent and warrant that you own or have all necessary rights to your User Content and that your User Content does not infringe the rights of any third party. You agree to indemnify Pairdex against any claim arising from your User Content.

7.3 Templates and Informational Materials

Legal templates, intake forms, deal closing packets, and other informational materials provided through the Platform are licensed for your personal or business use in connection with deals facilitated through the Platform. You may not redistribute, resell, or repackage these materials. They are templates only and must be reviewed and customized by a licensed attorney before use in any actual transaction.

7.4 Feedback

If you provide Pairdex with feedback, suggestions, or ideas, you grant Pairdex a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without compensation.

8. Privacy & Data Protection

Your use of the Platform is also governed by our Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy explains:

  • What personal and financial information we collect and why;
  • How we store, secure, and use that information;
  • When and how information is shared with other Users (only after mutual consent and NDA execution);
  • Your rights to access, correct, or delete your data;
  • Our use of cookies and analytics.

8.1 Confidentiality of Sensitive Documents

Documents uploaded to the Platform — including deeds, bank statements, business plans, and identity documents — are stored using industry-standard encryption (TLS in transit, AES-256 at rest) on secure cloud infrastructure. Access is limited to authorized Pairdex personnel for verification purposes and to the User who uploaded the document. Documents are never shared with another User without that User's explicit consent and an executed Mutual Non-Disclosure Agreement.

8.2 Data Retention

Pairdex retains User data for the duration of your account and for a reasonable period thereafter (typically seven years) to comply with legal, tax, and audit obligations. You may request deletion of your account and personal data at any time, subject to retention obligations imposed by law.

8.3 Third-Party Services

The Platform integrates with third-party services including, but not limited to, Stripe (payments), DocuSign (e-signatures), Google Workspace (email and storage), and Auth0 (identity). Your use of those services is governed by their respective terms and privacy policies, which we encourage you to review.

9. Disclaimers & Limitations of Liability

9.1 Platform Provided "As Is"

The Platform and all content, materials, matches, templates, and services are provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied. To the fullest extent permitted by law, Pairdex disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and title.

9.2 No Warranty of User Identity, Solvency, or Performance

Pairdex makes no representation or warranty regarding the identity, character, solvency, creditworthiness, business judgment, or future performance of any User. You acknowledge that you bear sole responsibility for evaluating each counterparty and each deal.

9.3 No Investment Outcome Guaranty

Real estate investing and joint ventures involve substantial risk, including risk of total loss of capital. Past performance is not indicative of future results. Pairdex does not promise that any User will earn a return, recover invested capital, or successfully exit a deal.

9.4 Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Pairdex LLC, its members, officers, employees, agents, or licensors be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, data, business opportunity, or goodwill, arising out of or relating to these Terms or your use of the Platform, regardless of the cause of action and whether or not Pairdex was advised of the possibility of such damages. Pairdex's aggregate liability for any direct damages shall not exceed the greater of (a) the total fees paid by you to Pairdex in the twelve (12) months preceding the claim, or (b) one hundred U.S. dollars ($100).

9.5 Indemnification

You agree to indemnify, defend, and hold harmless Pairdex LLC, its members, officers, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) your use of the Platform; (b) your User Content; (c) your violation of these Terms; (d) your violation of any law or third-party right; (e) any deal, agreement, or dispute between you and another User.

10. Dispute Resolution & Governing Law

10.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict-of-laws principles.

10.2 Informal Resolution

Before initiating any formal proceeding, you agree to first contact Pairdex at the email address provided below and attempt in good faith to resolve any dispute informally for a period of at least sixty (60) days.

10.3 Binding Arbitration

If informal resolution fails, you and Pairdex agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in Indianapolis, Indiana, and judgment on any award may be entered in any court of competent jurisdiction.

10.4 Class Action Waiver

You and Pairdex agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class proceeding.

10.5 Exceptions

Notwithstanding the foregoing, either party may bring an action in small claims court or seek injunctive or equitable relief in court for matters relating to intellectual property, unauthorized access, or breaches of confidentiality.

10.6 Disputes Among Users

Pairdex is not a party to any deal, agreement, or dispute among Users. If two or more Users have a dispute, they must resolve it directly or through a process specified in their own agreement (e.g., the Joint Venture Agreement). Pairdex may, at its sole discretion and without obligation, provide records of Platform-based communications upon valid legal request.

11. Termination

You may terminate your account at any time by following the instructions on the Platform. Pairdex may suspend or terminate your account at any time, with or without cause, with or without notice, and without liability.

Upon termination:

  • Your right to access the Platform ceases immediately;
  • Listings and profile content will be removed from public view (subject to retention for legal compliance);
  • Outstanding fees, including unpaid Commissions, remain due and payable;
  • Provisions that by their nature should survive termination (including intellectual property, indemnification, limitation of liability, dispute resolution, and circumvention) shall survive.

12. General Provisions

  • Entire Agreement. These Terms, the Privacy Policy, and any policies referenced herein constitute the entire agreement between you and Pairdex regarding the Platform.
  • Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
  • No Waiver. Failure to enforce any right or provision is not a waiver of that right or provision.
  • Assignment. You may not assign these Terms without Pairdex's prior written consent. Pairdex may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.
  • Force Majeure. Pairdex is not liable for any failure or delay caused by events beyond our reasonable control, including natural disasters, internet outages, cyberattacks, war, or government action.
  • Notices. Notices to Pairdex must be sent to the email address listed below. Notices to you may be sent to the email address on your account.
  • Headings. Section headings are for convenience only and have no legal effect.

13. Contact Information

Pairdex LLC

Indianapolis, Indiana

Legal: legal@pairdex.org

Support: support@pairdex.org

By clicking "I Agree," registering an account, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy.

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Indianapolis, IN

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