Terms of Use and Conditions

Effective Date: October 27, 2025

I. GENERAL

The following Terms of Use and Conditions ("Terms") are applicable to this website (the "Website"), any affiliated websites, applications, and services that are offered by Apex Commercial Exchange, LLC (and where necessary, its affiliates and any required sublicensees) (the "Company", "Us", "We" or "Our"). For the purposes of these Terms, a person who accesses, browses, or otherwise uses the Website or any of Our services (the "Services" or "Product") is referred to as a "User" or "You." Please review Our privacy policy (acexchange.com/privacy-policy) ("Privacy Policy") which is incorporated by reference into these Terms.

By using the Website and the Services, You consent to these Terms, and to any updates to such Terms, as may occur at the Company’s discretion. The website will, at all times, reflect the most updated version of these Terms and any of the Company’s other policies related to the Services. In the event that You do not agree with these Terms, or any other terms and conditions of use, Your sole recourse is to cease use of the Services.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWING, CREATING AN ACCOUNT, POSTING, OR DOWNLOADING CONTENT, OR OTHERWISE USING THE WEBSITE, THE SERVICES, OR ENTERING INTO ANY OTHER AGREEMENT WITH US, YOU ACKNOWLEDGE (ON BEHALF OF YOURSELF AND ANY ENTITY YOU REPRESENT) THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, DO NOT ACCESS BROWSE OR OTHERWISE USE THE WEBSITE OR THE SERVICES. BY BROWSING, ACCESSING, REGISTERING FOR/CREATING AN ACCOUNT, POSTING/DOWNLOADING CONTENT, OR OTHERWISE USING THE WEBSITE OR THE SERVICES OR ENTERING INTO ANY OTHER AGREEMENT WITH US, YOU ACKNOWLEDGE AND AGREE TO GIVE UP, AND YOU HEREBY WAIVE, ANY RIGHTS TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR REPRESENTATIVE ACTION WITH RESPECT TO ANY DISPUTES OR CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES.

II. LEGALLY BINDING CONTRACT

The Services are available only to Users that have the capacity and authority to form legally binding contracts. By using the Website, You represent that You (i) are over the age of eighteen (18), and (ii) have the authority and capacity to form legally-binding contracts.

III. ACCOUNT

Users are required to register and create an account to use certain Services provided on the Website. You agree to (1) provide only truthful and accurate information when registering and creating an account and (2) keep Your information accurate and up to date. You agree by using the Services or otherwise providing contact information that You may be contacted regarding notices, information about properties that may be of interest to You, promotional opportunities and marketing, and any other related information or notices. If you wish to opt out, please consult the Privacy Policy.

NOTE: You are solely responsible for Your own account including its maintenance and security. If You ever forget Your password or believe that someone has accessed Your account without Your permission, it is important to contact Us. We are not responsible for any loss or liability that any User incurs, or might incur, due to insufficient account security or a breach of User’s account.

IV. THE WEBSITE

The Website invites Your input of information, but you are solely responsible for your submissions. By providing feedback and/or uploading information, documents, and other materials to the Website, You agree to comply with these Terms, as well as other terms and conditions and/or policies governing the use of the Website.

You agree not to submit any content and/or materials that are offensive, pornographic, obscene, explicit, threatening, fraudulent, misleading, or otherwise objectionable (as determined by the Company in its sole and absolute discretion). Where submissions are made in violation of these Terms, or in violation of the laws of the United States and/or other applicable jurisdictions, We reserve the right to remove such content from the Website. We reserve the sole discretion to remove information, terminate User accounts, and/or ban certain Users from the Website, which shall not serve as cause for lawsuit, injunction, or any other remedies.

V. GRANT OF LIMITED LICENSE

By using the Website in accordance with these Terms, as well as all other policies and procedures governing the use of the Website and, where required, the registration and creation of an account, You are granted a limited license to access and use the Services that are provided on the Website; provided, however that We reserve the right to revoke any license at any time and for any reason and further reserve the right to revoke Your access to the Website, either temporarily or permanently, at any time, and for any reason. This license does not give You the permission to redistribute, share, lease, loan, sell, or otherwise distribute the Services. We reserve all rights, authority, and interest not otherwise granted under this license.

VI. INTELLECTUAL PROPERTY

All information, images, icons, graphics, looks, marks, slogans, and other materials provided on the Website, as well as the underlying software for the Website are copyrighted, licensed, and/or otherwise protected by intellectual property rights, unless otherwise provided. By using the Services, You agree to abide by any and all copyright and intellectual property protections.

Furthermore, You promise not to use Our logos, marks, copyrights, or other information in such a way that would create an impression that You own, have a right to license, or are associated with such items. All data and information that You obtain from the Website is intended solely for Your individual use and shall not be distributed or otherwise used for any other purpose.

In the event that You become aware of a violation of, or infringement upon, any of the Company’s intellectual property rights, licenses, or otherwise, You agree to notify Us immediately. The ownership of, and rights in, all of the Services, patents, trademarks, copyrights, and other rights and title shall be the sole and exclusive property of the Company.

By providing information through posting, inputting, submitting, or otherwise sharing, where such postings, inputs, submissions, or shares relate to the operation of the Website, or Our business, You grant to Us an irrevocable license to distribute, reproduce, edit, share, copy, and display Your submissions. You shall not upload any content and/or materials in violation of copyright, patent, or trademark laws. In the event that a third party copies, distributes, or otherwise uses content, submissions, and/or other materials that You have provided through, or in relation to, the Website without a license or grant of authority to do so, You grant Us the right to pursue appropriate legal action or other remedies.

VII. TECHNICAL AND USAGE RESTRICTIONS

(a) General Prohibition

You agree that you shall not engage in any of the following prohibited activities or otherwise use Our Website, platform, software, products, services, databases, listings, data, or related systems in any manner not expressly authorized in writing by the Company.

(b) Specific Restrictions

Without limiting the generality of the foregoing, you shall not, directly or indirectly:

Copy, distribute, or disclose any part of the Services or Product in any medium, including, without limitation, by any automated or non-automated “scraping.”
Use any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” or other devices, to access the Services or Product in a manner that sends more request messages to the Company’s servers than a human can reasonably produce in the same period of time by using a conventional online web browser.
Transmit spam, chain letters, or other unsolicited email or messages.
Attempt to interfere with, compromise, or disrupt the integrity or security of any system or network related to the Services or Product, or decipher any transmissions to or from the servers hosting the same.
Take any action that imposes, or may impose, in the Company’s sole discretion, an unreasonable or disproportionately large load on the Company’s infrastructure.
Upload, transmit, or otherwise introduce any invalid data, viruses, worms, or other harmful software agents through the Services or Product.
Collect, harvest, or attempt to obtain any personally identifiable information, including, without limitation, account names or user data, from the Services or Product.
Use the Services or Product for any commercial solicitation purpose, including using any data obtained therefrom to offer or provide services that compete, directly or indirectly, with the Company or its affiliates.
Impersonate another person or entity, misrepresent your affiliation with any person or entity, engage in fraudulent activity, or conceal or attempt to conceal your identity.
Interfere with or attempt to interfere with the proper working of the Services or Product, or access any content by any technology or means other than those provided or expressly authorized by the Company.
Reverse engineer, decompile, disassemble, modify, merge, or otherwise attempt to discover or derive the source code or structure of any portion of the Services or Product.
Circumvent, disable, or otherwise attempt to bypass any technological measures or access controls implemented by the Company to prevent or restrict access to the Services or Product, including features that prevent copying or enforce usage limitations.
Access, view, or use any audiovisual content that may be available on the Services for any purpose or in any manner other than streaming, unless explicitly permitted by the functionality of the Services. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Services to your device in such a manner that the data is intended solely for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by you.
Use any portion of the Product to create, directly or indirectly, any database, compilation, directory, or derivative product.
Access or use the Product if you are a direct or indirect competitor of the Company or its affiliates, or provide any portion of the Product to any direct or indirect competitor thereof.
Use any data mining, gathering, or extraction tool, or any robot, spider, scraper, or other automatic device or manual process, to monitor, harvest, or copy any portion of the Product or data generated from it.
Use, reproduce, publish, compile, or distribute any portion of the Product in connection with any other listing service, device, platform, or data-sharing arrangement.
Use any portion of the Services or Product in any manner that would violate any applicable law, regulation, rule, ordinance, or common-law principle, including, without limitation, those relating to real estate practice, competition, marketing, advertising, defamation, securities, spam, or privacy.
Use any portion of the Product, directly or indirectly, in connection with the offer or sale of securities, including in any securities offering materials, registration statement, prospectus, or other filing with the United States Securities and Exchange Commission or any other federal, provincial, state, local, or foreign governmental authority, without the Company’s express prior written consent.

(c) Enforcement

Any violation of this Section may result in immediate suspension or termination of your access to the Services or Product, at the Company’s sole discretion, and may subject you to legal action or liability under applicable law.

VIII. DMCA POLICY

We are committed to complying with U.S. copyright and related laws and expect all Users to do the same when using the Website and/or any of the Services. Toward this end, You may not store any material or content on, or access, share, or disseminate any material or content over, the Website and/or any of the Services that in any manner infringes third party intellectual property rights.

The Digital Millennium Copyright Act ("DMCA") provides copyright owners with a process for notifying service providers of alleged copyright infringements made by the service provider’s users. See 17 U.S.C. § 512. The following requirements are intended to comply with the Company’s rights and obligations under the DMCA, including 17 U.S.C. § 512(c) and (g), but do not constitute legal advice. It may be advisable to contact an attorney regarding any person’s rights and obligations under the DMCA and other applicable laws.

IX. NOTICE

In the event that a copyright owner (or a person authorized to act on behalf of a copyright owner) has a reasonable belief that infringement is occurring in relation to the Website and/or the Services, that copyright owner should submit a notification of claimed copyright infringement to the designated agent for the Company (the "Designated Agent") by emailing info@acexchange.com.

The Designated Agent is appointed solely for the purpose of receiving notices of claims alleging copyright infringement under 17 U.S.C. § 512, and no other communications should be sent to the Designated Agent.

Valid notification must be in writing, and include all of the below features:

A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
An electronic or physical signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
A statement providing that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted.

We will respond as soon as reasonably practicable to remove, or disable access to, the material that is claimed to be infringing or to be the subject of infringing activity once the Designated Agent receives a notice of claimed infringement that satisfies the requirements of the DMCA. In addition, we will notify the affected User if any of these actions are taken. We may provide any complaining party’s contact information, including the name and email address of the copyright owner, and/or other relevant details of the complaint to the User who posted the allegedly infringing content.

UNDER THE DMCA, ANYONE WHO KNOWINGLY MAKES MISREPRESENTATIONS REGARDING ALLEGED COPYRIGHT INFRINGEMENT MAY BE LIABLE TO THE COMPANY, THE ALLEGED INFRINGER, AND THE AFFECTED COPYRIGHT OWNER FOR ANY DAMAGES INCURRED IN CONNECTION WITH THE REMOVAL, BLOCKING, OR REPLACEMENT OF ALLEGEDLY INFRINGING MATERIAL. See 17 U.S.C. § 512(f).

Users expressly agree that the Company will NOT be a party to any disputes or lawsuits regarding alleged copyright infringement.

X. PROVIDING A VALID COUNTER-NOTIFICATION

If a notice of alleged copyright infringement under the DMCA has been wrongly filed against a User, that User may submit a counter notification to the Designated Agent using the contact information identified above. All counter-notifications must satisfy the requirements of § 512(g)(3) of the DMCA.

A valid DMCA counter-notification must be in writing and include all of the below features (a "Valid Counter-Notification"):

A statement under penalty of perjury that the User has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
User’s name, address, and telephone number, and a statement that User consents to the jurisdiction of the federal district court for the district in which the address is located, or if User’s address is outside of the U.S., for any jurisdiction in which the service provider may be found, and that User will accept service of process from the complainant;
A physical or electronic signature; and
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.

We will, upon receipt of a valid counter-notification, provide the person who provided such valid counter-notification with a copy of the counter-notification and inform such person that the Company will replace the removed material or cease disabling access to it within ten (10) business days. After such ten (10) business day period, We will replace the removed material and cease disabling access to it no less than ten (10), nor more than fourteen (14), business days following receipt of the counter notification, unless the Designated Agent first receives notice from the person who provided the notification under DMCA § 512(c)(1)(C) that such person has filed an action seeking a court order to restrain the User from engaging in infringing activity relating to the material on the Website and/or the Services.

XI. REPEAT COPYRIGHT INFRINGEMENT

It is Our policy to terminate the account of repeat copyright infringers in appropriate circumstances in accordance with the DMCA. We will treat as “repeat copyright infringers” any User account for which we receive multiple DMCA notifications from copyright owners. We reserve the right to identify a User as a repeat copyright infringer upon receiving more than one DMCA notification.

In determining whether to terminate repeat infringers, We may consider one or more of the following factors or any other circumstances or factors as We determine in our sole and absolute discretion:

How long a particular User’s account has been active.
The seriousness and nature of the allegations with respect to each notification (for example, evidence of how widespread such infringement is or was).
Whether the User submitted a valid counter-notification with respect to previous takedown notices.
The time period between multiple takedown notices.

We reserve the right to terminate Services at any time with or without notice for any affected User who We, in Our sole and absolute discretion, believe is infringing any copyright or other intellectual property rights.

XII. DISCLAIMER

YOU EXPRESSLY AGREE THAT USE OF OUR WEBSITE AND RELIANCE ON ITS CONTENT IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS-IS; AS-AVAILABLE” BASIS, AND THE COMPANY, THEIR AFFILIATES AND SUBSIDIARIES, AND ANY THIRD-PARTY SUPPLIERS AND/OR LICENSORS EXPRESSLY DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES. SUCH DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND MERCHANTABILITY.

We make no representations or warranties, express or implied, regarding the accuracy of information on the Website. Access to the Services may be delayed, unavailable, or otherwise restricted at any time, and We make no representations or warranties regarding the reliability and/or accessibility of the Services. We may elect at any time to suspend, alter, or stop the Services, and will not be liable to You for doing so. Where information on the Website has been submitted or provided by third parties, We accept no liability, responsibility, or otherwise for such content, or for actions that may arise as a result of such content. Furthermore, We make no warranties or representations regarding the utility, accuracy, or truthfulness of such content, and expressly disclaim the endorsement of the content, products, services, or links made available by such third parties.

XIII. LIMITATION OF LIABILITY

Unless otherwise required by law, You agree to hold harmless the sellers, real estate agents and brokers, and the Company and their respective employees, agents, principals, affiliates, directors, attorneys, advisors, and subsidiaries (“Representatives”) for any injuries or damages resulting from errors, omissions, failures of performance, interruption, delays, defects, connectivity issues, browser issues, or otherwise. These limitations and exclusions apply regardless of whether any damages or claims arise from breach of contract, negligence, or any other cause of action, unless such exclusions are otherwise prohibited by applicable law.

WE DISCLAIM ALL RESPONSIBILITY FOR ANY DAMAGES, LOSS, CLAIMS, OR OTHERWISE RESULTING FROM THE INABILITY TO USE THE SERVICES, OR FROM ANY ACTION TAKEN AS A RESULT OF USING THE SERVICES. WE ARE NOT LIABLE TO USER OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND ARISING FROM ALLEGED NEGLIGENCE, TORT, OR OTHERWISE, REGARDLESS OF WHETHER THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OR LIKELIHOOD OF DAMAGES.

XIV. INDEMNIFICATION

You agree to hold Us (and Our respective Representatives) harmless from any claim and/or demand, including a claim for attorneys’ fees, made by any third party, where such claim or demand arises from Your use of the Website and any breach of these Terms. Where such a claim or demand arises, You agree to permit Us to defend such claim. You acknowledge that, absent the express written consent of the Company, You have no right to settle or negotiate a claim for which We are named as a defendant or for which You have indemnity obligations.

XV. CLASS ACTION LAWSUIT WAIVER

As a condition of using the Services, You agree and acknowledge that any claims or causes of action arising out of or connected with these Terms shall be resolved individually, without resorting to a class or representative action. By continuing to access or use the Services, You explicitly consent to the waiver of such class and representative actions.

XVI. COMPLIANCE WITH LAW

Your continued access and use of the Services serves as acknowledgement that You will comply with all applicable laws, regulations, and ordinances, whether they be federal, state, local, or of another country and applicable to You regarding Your use of the Website, and Your bidding on, marketing, soliciting of offers to purchase, and selling of property.

By using the Services, You represent You (and, as applicable, any entity of which You are acting on behalf) have knowledge of, and are, in compliance with: (i) the export control laws of the United States administered by the United States government (including, but not limited to, the Departments of Commerce, State, Energy, and Agriculture); (ii) any applicable anti-bribery, anti-money laundering, or anti-corruption laws or regulations whether of the United States or of any other jurisdiction where You (or any entity of which You are acting on behalf) conducts business or has a legal presence; (iii) the economic sanctions laws of the United States administered by the Office of Foreign Assets Control, Department of the Treasury, and by the Department of State, and in this regard, You represent that (a) any entity of which You are acting on behalf is not 50% or more owned (directly or indirectly) by an individual or entity on Office of Foreign Assets Control’s List of Specially Designated Nationals and Blocked Persons (“SDN List”), and (b) neither You nor any entity of which You are acting on behalf owns 50% or more of an entity on the SDN List; (iv) the laws governing foreign investment in the United States administered by the Committee on Foreign Investment in the U.S., Department of Treasury, particularly as they apply to real estate transactions; (v) the anti-boycott laws administered by the United States Departments of Commerce and Treasury; and, (vi) all material laws in each jurisdiction where You (or any entity of which You are acting on behalf) conducts business or has a legal presence.

XVII. GOVERNING LAW

By using the Services, You agree that applicable federal law and the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these Terms and any dispute that might arise between You and the Company. You agree that the venue for any such disputes shall be located in the state and federal courts located in Wilmington and waive any right to claim that such forum is inconvenient.

XVIII. MISCELLANEOUS

(a) Titles and Subtitles

The titles and subtitles used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms or any part hereof.

(b) No Waiver

Our failure to enforce and/or exercise any provision of these Terms does not constitute a waiver of such provision.

These Terms constitute the full and entire understanding and agreement between You and Us with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between You and Us are expressly canceled. We may assign these Terms, in whole or in part, at any time. Such assignment is permitted regardless of whether or not We give notice to You of such assignment.

(d) Severability

The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

(e) Nonrefundable Fees

All fees paid in connection with this site are non-refundable. You agree to pay all such fees as are required for Your use of the site.