Legal

Legal2016-12-05T15:00:42+00:00

 

OneSourcebyPCS.com is an online lending and investor services platform (the “Platform”) operated by Southland Equities, LLC dba OneSource by PCS, a California limited liability company (the “Company”). The Company operates in California under California Finance Lender License #60DBO 48735 and DRE license #01930374. By accessing this site and any pages thereof, you agree to be bound by the Company’s Terms of Use and Privacy Policy. The Platform is intended only for accredited investors (for persons residing in the U.S.), and for persons residing abroad in jurisdictions where securities registration exemptions apply.

The Company does not make investment recommendations, and no communication through this website or in any other medium should be construed as such. Investment opportunities posted on this website are “private placements” of notes and securities that are not publicly traded, may subject to holding period and other significant requirements, are subject to limitations on transfer and assignment, and are intended for investors who do not need a liquid investment and are able to sustain investment losses.

Your private placement investments in the Company’s notes and securities are not bank deposits (and thus not insured by the FDIC or by any other federal governmental agency), are not guaranteed by the Company or its principals, and may lose value. Neither the Securities and Exchange Commission nor any federal or state securities commission or regulatory authority has recommended or approved any investment or the accuracy or completeness of any of the information or materials provided by or through the website. Investors must be able to afford the loss of their entire investment.

Any financial projections or returns shown on the website are illustrative examples only, and there can be no assurance that any valuations provided are accurate or in agreement with market or industry valuations. Any investment information contained herein has been secured from sources the Company believes are reliable, but we make no representations or warranties as to the accuracy of such information and accept no liability therefor. Offers to sell, or the solicitations of offers to buy, any note or security can only be made to qualified offerees through official offering documents that contain important information about risks, fees and expenses. Investors should conduct their own due diligence, not rely on the financial assumptions or estimates displayed on this website, and are encouraged to consult with a financial advisor, attorney, accountant, and any other professional that can help explain more fully the risks associated with any investment opportunity.

Private Offering to Accredited Investors

The securities offered on the OneSource by PCS online lending and investment services platform (the “Platform”) have not been registered under the Securities Act of 1933, in reliance on the exemptive provisions of Section 4(2) of the Securities Act and Regulation D and Rule 506, and/or Regulation S, promulgated thereunder.

Securities such as the notes and securities made available on the Platform are sold through private placements. They are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on the Platform.

The portion of the Platform which relates to investment opportunities offered therein are not available to the general public, nor are the investment opportunities offered to the general public. They are available only to certain qualified, registered and authorized users who are Accredited Investors.

As defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended, an individual Accredited Investor must have a net worth of more than $1 million (excluding their primary residence), or gross income for each of the last two years of at least $200,000 ($300,000 jointly with their spouse) with the expectation of a similarly qualifying income during the current year. In some cases, you or your advisors may be required to provide supporting documents to provide proof that you are an Accredited Investor. Such authorization may require completion of an Accredited Investor questionnaire and satisfactory background information screening. Your failure to provide any information and documentation requested to confirm your status as an Accredited Investor will be cause for the Company to immediately disqualify you from participating in any investments offered on the Platform and to discontinue your use of the Platform by preventing your access to it.

We are not an Investment Adviser

The Company is not a registered investment adviser and does not conduct any activity that would require such registration. We do not hold ourselves out as securities investment advisers or financial planners or otherwise accept advisory clients or provide advisory services with respect to securities.

Investment overviews on the Platform contain summaries of the purpose and principal business terms of the investment opportunities and other information related to the assets and activities of the Company. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to any such investment opportunity. The information contained in the Platform has been prepared by the Company entirely without reference to any particular user’s investment requirements or objectives, financial situation, portfolio or diversification strategy or objectives, or overall suitability. Thus, all potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.

We are not a Broker Dealer

The notes and securities offered to investors on the Platform are offered directly by the Company and/or its affiliates. We do not operate as a registered broker-dealer in any jurisdiction, nor do we believe that we are obligated to do so.

We are not an Investment Company

A company that is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading in securities may be deemed to be an investment company under the Investment Company Act of 1940, as amended (Investment Company Act). The Investment Company Act contains substantive legal requirements that regulate the manner in which “investment companies” are permitted to conduct their business activities. We believe we are conducting, have conducted, and we intend to continue to conduct, our business in a manner that does not result in us being characterized as an investment company.

Foreign

From time to time, non-U.S. residents may attempt to participate in our Platform investments. We are not experts with respect to all applicable laws in the various foreign jurisdictions, and we cannot be sure that we or you are complying with applicable foreign laws.

Privacy

The OneSource by PCS lending and investor services platform (“Platform”) was created by OneSource by PCS, LLC, a California limited liability company (the “Company”), to provide information about the Company, its activities, investments, services and potential investment opportunities (collectively, together with the Platform itself, the “Services”). We value the privacy of our visitors and investors, and in order to protect your personal information, we have implemented the following Privacy Policy.

If you have questions about our Privacy Policy, you may contact us at info@onesourcebypcs.com.

The Privacy Policy set forth below explains the nature of the information we collect and use, the options available to you regarding those uses, the use of your personal or personally identifiable information, and our Platform’s security policies.

Personal and Financial Data

The Company collects personal and financial information when you visit the Platform. Much of this information is collected during the registration and/or application process and, while some items are optional, most are required for legal or security purposes. You may choose to provide additional information during subsequent visits to the Platform; in some cases, this additional information will be required by us as a condition of your participation in the investments made available on the Platform or your continued use of the Services.

Generally, the type of information we collect includes, but is not limited to:

• Data required to verify your identity;

• Personal and financial data necessary to assess your eligibility to utilize the Services on the Platform; and

• Non-identifiable and aggregated personal data pertaining to your Platform visits that help the Company evaluate and maintain quality control with respect to the features, functionality and user experience of the Platform.

Personal Data

Investor registration pages and forms will require you to provide basic personal data. This typically includes your name, email address, home address and phone number, date of birth, social security number and/or tax identification number, employer, income, job title, and net worth. The Company uses this data to: (i) enable you to register with, log in and return to the Platform; (ii) establish your ability to view offering materials and to make investments through the Platform (for U.S. residents, such ability is restricted to “accredited investors” with a certain level of annual income or net worth); (iii) determine your qualification to avail yourself of the Services; (iv) verify your age; (v) guard against potential fraud; (vi) contact you if we have questions or concerns about; and (vii) maintain regular communications with you regarding investments you have made, current or pending investment opportunities, Company activities and other updates.

We also gather the names and email addresses of users and visitors who contact us through the Platform with questions about the Company, the Platform or the Services. We collect this information for the sole purpose of responding to such inquiries and improving the Platform and the Services; we generally do not store the contact information unless requested to do so, as in the case of job applicants who submit resumes.

Financial Data (for Investors)

When you subscribe to make an investment in one of our offerings on the Platform, you will again be asked for your personal data. You will also be required to provide financial data, such as your bank routing number and bank account number, to enable us to utilize your bank account to originate funds transfers and make subsequent investment disbursements to you.

Other Personal Data

Regardless of whether you register for an account or submit an application, the Company may send one or more “cookies” to your computer. Cookies are small text files placed on your web browser when you visit our Platform that store information on your computer, such as your Platform preferences. We use cookies when you sign in to keep track of your personal session, including some account identifiers to ensure that you are the only person making changes to your account. We also use cookies to track your activity on the Platform as a unique person. For security purposes, all of this information is stored in encrypted form. No personal information about you is stored.

You can set your web browser to inform you when cookies are set, or to prevent cookies from being set altogether. Please note, however, that if you decline to use cookies, you may experience reduced functionality and slower site response times. In some instances, declining to use our authentication-related cookies may prevent you from using the website entirely.

The Company and its service providers may also collect web surfing data related to your use of the Platform. Such information may include: your Internet Protocol (IP) address, browser type, and internet service provider (ISP); your operating system; which of our web pages you access and how frequently you access them; referral or exit pages; click stream data; and the dates and times that you visit the Platform. This data may be collected using cookies, web beacons, page tags or similar tools. As with cookies, the web surfing information is anonymous, “click stream” transactional data that is not associated with any users as individuals.

Web surfing data and similar information may be aggregated for administrative purposes. We may use this aggregated information in the administration of the Platform to improve its usability and to evaluate the success of particular marketing and advertising campaigns. We also use it to help optimize the Platform based on the needs of our users.

Sharing of Personal Information

We do not sell or rent personal information about our users for marketing purposes. We do, however, work with a number of trusted partners who perform vital functions as part of our operations.

Sharing of Investor Information

Your investment profile information may, in a generic way, be made publicly available for use on the “Statistics” page of the Platform or in other summaries of aggregate investment data or investment performance.

If you enter comments on the Platform, you should be aware that any personally identifiable information you submit there can be read, collected, or used by other users of the Platform. We are not responsible for the personally identifiable information you choose to include in comments which you post or submit.

Additional Sharing of Information

We also may work with (among others) providers of hosting services for the Platform, electronic signature providers, and electronic payment service providers. We may engage third parties to help us carry out certain other internal functions such as account processing, client services, or other data collection relevant to our business. Examples of third parties might include those that perform data processing, reporting, tax documentation, custody or escrow services. Information is shared with these third parties only to the extent necessary for us to process the transactions you initiate or perform other specific services, like collections. Our partners are legally required to keep your information private and secure.

We may share your information with law enforcement or other government agencies as required by law or for the purposes of limiting fraud. We reserve the right to disclose your personally identifiable information when we believe that disclosure is necessary to protect our rights or to comply with a judicial proceeding, court order or legal process. We further reserve the right to disclose any of your personal information that we believe, in good faith, appropriate or necessary to take precautions against liability, to investigate and defend against any third party claims or allegations, to assist government enforcement agencies, to protect the security or integrity of the Platform or our services, or to protect the rights, property or personal safety of the Company, its users, issuers, or others.

Notifications and Communications from Our Platform

The Company will send you email notifications from time to time. Some notifications are required elements of your transactions on our platform, such as confirmations of particular actions you have taken. These mandatory notices are sent typically to notify you of a change in status. For example, you will receive a notice when you are confirmed as an investor.

We also send out notices that are required for legal or security purposes. For example, certain notifications are sent for your own protection to ensure that another person cannot make a change to your account without your knowledge. In other cases, these notifications involve changes to various legal agreements or Platform policies. Generally, you may not opt out of such service-related emails.

When you register as an investor, you will receive emails that confirm specific actions you requested. These will include emails to which you must respond to complete your registration and notifications confirming your registration. Thereafter, you will receive emails when a new investment opportunity is offered, as well as updates concerning the progress of the funding of such offering and/or other relevant information. If you make an investment through the Platform, we will also send you confirmations of the investment as well as occasional updates as to the status of that investment and the timing of distributions relating to that investment.

We may also send you responses to emails you send us, if appropriate. From time to time, we will also send user surveys, requests for user feedback regarding user experience and Platform operations, or marketing offers from us or from us on behalf of our marketing partners. Completing these surveys, answering requests for feedback, or accepting any offer is strictly voluntary. If you do not wish to receive these surveys, user feedback emails, and/or marketing offers, please opt out in any offer email you receive from us.

Where You Can View and Correct Your Information

We urge you to review your information regularly to ensure that it is correct and complete. If you believe that any of your information is incorrect, or if you have any questions regarding this Privacy Policy, please contact us at info@onesourcebypcs.com

Links to Other Sites

If you follow any links that direct you away from the Platform, this privacy policy will not apply to your activity on the other websites you visit. We do not control the privacy policies or the privacy practices of any third parties.

International Users

The Platform may be accessed by users located outside the United States. If you choose to use the Service from the European Union or other regions of the world with laws governing data collection and use that may differ from U.S. law, then please note that you are transferring your personal information outside of those regions to the United States, and that by providing your personal information on or through the Platform then you consent to that transfer.

Security Policy

Access Limitations

We limit access to the personal information we have about you to those employees who have a legitimate business need to access such information. In keeping with industry standards and practices, we maintain appropriate physical, electronic and procedural safeguards and controls to protect your information. The Platform is built upon a secure infrastructure with multiple layers of protection, and we use industry-standard encryption technologies to safeguard your information.

Users are required to identify and authenticate themselves prior to accessing sensitive portions of the Platform. Generally, identification and authentication take place through the use of your username and a password and/or while logging in with one of our technical support staff.

Notifications of Security Systems Breach

If we learn of a security systems breach, then we may attempt to notify you electronically so that you can take appropriate protective steps. We may also post a notice on or through the Platform in the event of a security breach. Depending on where you live, you may have a legal right to receive notice of a security breach in writing.

Take Precautionary Measures

You can take several precautions to protect the security of your computer and personal information. For instance, you can use a strong password and restrict access to your email account. You can also install and regularly update antivirus and firewall software to protect your computer from external attacks by malicious users. When you are finished with a session on the Platform, be sure that you log out and close the browser window.

You should also be aware of fraudulent attempts to gain access to your account information through “phishing,” whereby scammers try to bring unsuspecting people to a website by using a genuine-looking email purporting to be from a legitimate company. Sometimes, either in the email itself or on this fake site, scammers will ask for login information to gain access to people’s accounts and withdraw their money.

We will never send you an email asking you for your login information. In general, you can protect yourself against phishing by never providing personal or login information via a link contained in an email; instead, go the website directly from your browser’s home page.

Terms of Use

Welcome to the OneSource by PCS platform (the “Platform”). The Platform is operated by OneSource by PCS, LLC, a California limited liability company (the “Company,” “we,” or “us”). By accessing or using the Platform “Platform”), you (the “User”) agree and acknowledge that you have read, understand and agree to be bound by these terms of service (“Terms of Service”), regardless of whether or not you are a registered member of the Service.

We operate a technology platform that, among other things, affords Accredited Investors (as defined below) and certain other persons to the opportunity to participate in certain investments directly or indirectly relating to the Company and/or the interests in real estate investments or real estate-secured loans acquired by the Company. These Terms of Service govern your access and use of the Platform and all content, services and/or products provided through the Platform (collectively, the “Platform Services”). Please read these Terms of Service carefully before using the Platform Services. If you violate any of these Terms of Service (which include by reference the Company’s Privacy Policy), or otherwise violate an agreement between you and us, the Company may terminate your registration, delete your profile and any content or information that you have posted on the Platform and/or prohibit you from using or accessing the Platform or the Platform Services (or any portion, aspect or feature thereof), at any time in our sole discretion, with or without notice.

In addition to these Terms of Service, you may enter into other agreements with us or others that will govern your use of the Platform Services or related services offered by us or others. If there is any contradiction between these Terms of Service and another agreement you enter into applicable to specific aspects of the Platform Services, the other agreement shall take precedence in relation to the specific aspects of the Platform Services to which it applies

Changes to our Terms of Service

We may make changes to our Terms of Service from time to time. If we do this, we will post the changed Terms of Service on the Platform and will indicate at the top of this page the date the Terms of Service were last revised. You understand and agree that your continued use of the Platform Services or the Platform after we have made any such changes constitutes your acceptance of the new Terms of Service.

Eligibility

This Platform is intended solely for Users who are eighteen (18) years of age or older, and any registration by, use of or access to the Platform by anyone under 18 is unauthorized, unlicensed and in violation of these Terms of Service. By using the Platform Services or the Platform, you represent and warrant that you are 18 or older and that you agree to and abide by all of the terms and conditions of these Terms of Service. If you violate any of these Terms of Use, or otherwise violate an agreement between you and us, or for any other reason, the Company may terminate your membership, delete your profile and any content or information that you have posted on the Platform and/or prohibit you from using or accessing the Platform Services or the Platform (or any portion, aspect or feature of the Platform Services or the Platform), at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 18. You agree that the Company will not be liable to you or any third party for any termination of your membership.

The portion of our Platform Services (and certain webpages contained therein) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein are available only to certain qualified, registered and authorized users. Such portions of our Platform Services and the Platform may thus not be available in all jurisdictions or to all Users.

For persons resident in the United States, only “accredited investors” as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), with a valid User ID and password, are authorized to access such services and web pages (such persons being (“Accredited Investors”)). In general, to qualify as an Accredited Investor, individuals must have a net worth of more than $1 million (excluding their primary residence), or gross income for each of the last two years of at least $200,000 ($300,000 jointly with their spouse) with the expectation of a similarly qualifying income during the current year. In some cases, you may be required to provide supporting documents to issuers that provide proof that you are an Accredited Investor. Such authorization may require completion of an Accredited Investor questionnaire and satisfactory background information screening. Your failure to provide any information and documentation requested to confirm your status as an Accredited Investor will be cause for The Company to immediately discontinue your use of the Service by preventing your access to the Website and the Service.

Persons who are resident outside of the United States are allowed access to such investment opportunities only if such access does not violate the laws of their country of residence. Our services (and certain pages of the Platform) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where we are not authorized to provide such information or services.

Securities Offerings; No Professional Advice Provided

The securities offered on the Website have not been registered under the Securities Act of 1933, in reliance on the exemptive provisions of Section 4(2) of the Securities Act and Regulation D and Rule 506, and/or Regulation S, promulgated thereunder. Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on the Platform.

The Company is not a registered broker-dealer, funding portal, or investment advisor and does not conduct any activity that would require such registration. We do not hold ourselves out as investment advisers or financial planners or otherwise accept advisory clients or provide advisory services.

Investment overviews on the Platform may contain summaries of the purpose and principal business terms of the investment opportunities, or the assets which directly or indirectly underlie them. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity. The information contained in the Platform has been prepared by the Company without reference to any particular user’s investment requirements or financial situation, and potential investors are encouraged to consult with their own professional tax, legal and financial advisors before making any investment.

You may not become a beneficial owner of 20% or more of any issuer’s outstanding voting equity securities (an “Issuer Covered Person”) without becoming subject to certain “bad actor” disqualifying events described in Rule 506(d) (a “Disqualifying Event”). You represent that you are not subject to a Disqualifying Event and that you will promptly notify The Company in writing should any Disqualifying Events be applicable to you. The Company is not liable or responsible for making Rule 506(e) disclosures, nor for determining whether any Issuer Covered Person is subject to a Disqualifying Event.

Prohibited Conduct (Including Non-Circumvention Restriction)

By using the Platform, you agree and acknowledge that we have expended significant time, effort and resources developing and populating the Platform, and in view thereof you agree that, for a period through and until two (2) years following any termination of your account, you may not solicit, initiate, encourage, or engage in discussions or negotiations with any sponsoring real estate operating company, its principals, or any other third party introduced to you by the Platform or the Company, without the express written permission of the Company or such other relevant party. This provision shall survive any termination of these Terms of Service.

Our Platform contains confidential information (“Confidential Information”), much of which pertains to the actual and/or potential investments listed, described or displayed on our Platform and the underlying assets or activities which are directly or indirectly related to them. Confidential Information includes all technical and non-technical data. You agree that all Confidential Information will be kept in confidence and that you will only use the Confidential Information for the purposes for which it was disclosed. To the extent applicable, you will not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information unless otherwise specified in writing by the disclosing party. These restrictions will not apply to Confidential Information to the extent it (a) was in the public domain at the time of disclosure; (b) became publically available after disclosure without breach of this agreement; (c) was lawfully received from a third party without such restrictions; (d) was known to you without such restrictions prior to your access to it via our Platform; (e) was independently developed by you without breach of this agreement; (f) was generally made available to third parties by The Company without such restriction; or (g) is required by applicable law.

You agree to use the Platform and the Platform Services only for purposes that are legal, proper and in accordance with these Terms of Service and any applicable law, rules or regulations. Without limiting the foregoing, you may not:

• use the Platform Services in any manner that could damage, disable, overburden, or impair the Platform Services, or interfere with any other User’s access, use and/or enjoyment of the Platform Services;

• attempt to gain unauthorized access to the Platform, the Platform Services, or the computer systems or networks connected to the Platform Services through hacking, password mining or any other means;

• create user accounts by automated means or under false or fraudulent pretenses;

• utilize any data provided on the Platform (including third-party provided data) for purposes other than evaluating and monitoring investment opportunities and related assets and activities;

• transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;

• defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

• upload, post, email or transmit, or otherwise make available through the Platform Services (a) any inappropriate, defamatory, infringing, obscene, or unlawful content; (b) any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party; (c) any disruptive commercial messages or advertisements; or (d) anything prohibited by law;

• run any form of auto-responder or “spam” on the Platform Services;

• use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Platform, including to engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;

• interfere or attempt to interfere with the proper working of the Platform Services or any activities conducted on the Platform Services, including to utilize framing techniques to enclose any Content or other proprietary information, place pop-up windows over the Platform’s pages, or otherwise affect the display of the Platform’s pages;

• download any file posted by another User that you know, or reasonably should know, cannot be legally distributed in such manner;

• impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;

• remove any copyright, trademark or other proprietary rights notices contained in or on the Platform Services;

• use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform Services or collect information about its Users for any unauthorized purpose;

• submit content that falsely expresses or implies that such content is sponsored or endorsed by the Company, any of its affiliates or any third parties;

• use the Platform Services for any illegal or unauthorized purpose (including, without limitation, in violation of any United States federal and state securities or blue sky laws or regulations, securities exchange or self-regulatory organization’s rules or regulations, or equivalent laws or regulations in foreign jurisdictions);

• share or disclose with anyone any information obtained through the Platform Services about any investment offerings; or

• use the Platform Services for any commercial purpose whatsoever other than for your personal use, including (without limitation) soliciting other Users for investments of any kind, offering or selling any products or services of any kind, and making investment recommendations to other Users.

Registration Data; Account Security

You hereby agree to (a) provide accurate, current and complete information about you as may be prompted by any registration pages or forms on the Platform (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update your Registration Data, and any other information you provide to us, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You agree to exit from your account at the end of each session when accessing the Platform Services. You agree and acknowledge that the Company will not be liable for any loss or damage arising from your failure to comply with these provisions.

Proprietary Rights in Platform Content; Limited License

All content on the Platform, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “Platform Content”), are our proprietary property with all rights reserved. No Platform Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission, except that, if you are eligible for use of the Platform, you are granted a limited license to access and use the Platform and to download or print a copy of any portion of the Platform Content solely for your personal use, provided that you keep such portions confidential and all copyright or other proprietary notices intact. You may not republish Platform Content on any internet, intranet or extranet Platform or incorporate the information in any other database or compilation, and any other use of the Platform Content is strictly prohibited. Any use of the Platform or the Platform Content other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.

Linked Sites

The Platform may from time to time contain links to third party websites. These links are provided only as a convenience to our Users. The inclusion of any link is not, and shall not be construed to imply, an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by the Company of any information, materials, products, or services contained in or accessible through any such website.

In no event shall the Company be responsible for the information contained on any third party website or your use of or inability to use it. Access and use of linked sites, including the information, material, products, and services on third party websites or available through websites, is solely at your own risk. Your access and use of any such sites are governed by their own terms of use and privacy policies, and we encourage you to carefully review all such terms and policies.

User Content

The Platform Services may allow you and other users to submit, post, transmit and share content with other Users. You are solely responsible for any such content that you post on or through the Platform Services or the Platform, or otherwise transmit to or share with other Users (collectively, the “User Content”). It is against the Terms of Use to contact sponsoring real estate operating companies, lenders or borrowers directly or to attempt to enter into any transactions with such persons or entities outside of the Platform Services. You understand and agree that the Company may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole judgment of the Company violates these Terms of Use, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.

By posting User Content to any part of the Platform, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Platform or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Platform at any time. If you choose to remove your User Content, the license granted above will not expire.

You may review personal information (including credit data) posted by other Users on the Platform, but you are not authorized to disclose or otherwise use such information for any purpose other than assessing the creditworthiness of other Users.

You acknowledge and agree that the Company may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Use; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of the Company, its Users and the public. You understand that the technical processing and transmission of the Platform Services, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Copyright Complaints

If you believe that any material on the Platform infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:

Name of Agent Designated to Receive Notification of Claimed Infringement: _____________

Full Address of Designated Agent to Which Notification should be Sent: _____________

Telephone Number of Designated Agent:_______________

E-Mail Address of Designated Agent: ________________________

To meet the notice requirements under the Digital Millennium Copyright Act (“DMCA”), the notification must be a written communication that includes the following: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) 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; (iii) 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 us to locate the material; (iv) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (v) 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; and (vi) a statement 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.

In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the registrations of Users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Platform and/or terminate the registrations of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Consent to Electronic Transactions and Disclosures

Because the Company operates largely on the Internet, it is necessary for you to consent to transact business with us online and electronically. Before you decide to do business electronically with us, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, such as Internet Explorer 5.0 or above and Netscape Navigator 6.0 or above, or the equivalent software; and hardware capable of running this software.

We generally receive all payments, and make all disbursements, through electronic funds transfers (ACH transfers) using the bank (or other financial institution) account information you provide to us. You authorize such bank or other financial account to pay any amounts described herein, and authorize us to make any and all investment disbursements, to such account. You agree to provide updated information regarding your bank or other account upon our request and at any time that the information earlier provided is no longer valid.

As part of doing business with us, you must also consent to our giving you certain disclosures electronically, either via our Platform or to the email address you provide to us. By agreeing to the Terms of Service, you agree to receive electronically all documents, communications, notices, contracts, and agreements, including any IRS Form 1099 or other tax forms, schedules or information statements, arising from or relating to your registration as an investor on our Platform, any investments you may make, your use of this Platform Services, and the servicing of any investment you may make (each, a “Disclosure”), from the Company or any service provider we may use. An IRS Form 1099 refers to any Form 1099 or other Form, Schedule or information statement, including corrections of such documents, required to be provided pursuant to the U.S. Internal Revenue Service rules and regulations and that may be provided electronically (each, an “IRS Form 1099”). The decision to do business with the Company electronically is yours. This document informs you of your rights concerning Disclosures.

Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and the Company. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.

You may not withdraw such consent as long as you have outstanding any investments made through the Platform or by way of the Platform Services. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.

You also expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.

If you are accessing our site and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device’s respective “app store”. If you do not have these capabilities on your mobile device, please access our site through a device that provides these capabilities.

Updates.

You must keep us informed of any change in your e-mail address, your home mailing address, or your telephone number so that we can maintain communications with you about your authorization as a registered User and so that you can continue to receive all Disclosures in a timely fashion. You can contact us by e-mail at info@onesourcebypcs.com or by calling us at (818) 663-7687. You may also reach us in writing to us at the following address:

OneSource by PCS
26901 Agoura Road
Suite 180
Calabasas, CA 91301.

User Disputes

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

Privacy

Please review the Platform’s Privacy Policy. By using the Platform or the Platform Services, you are consenting to have your personal data transferred to and processed in the United States.

Disclaimers

YOUR USE OF THE PLATFORM SERVICES IS AT YOUR SOLE RISK. THE PLATFORM SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

The Company does not guarantee the accuracy of any User Content or Third Party Content. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the Platform and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Platform or in connection with any User Content or Third Party Content. The Company is not responsible for the conduct, whether online or offline, of any User of the Platform or Platform Services. The Company cannot guarantee and does not promise any specific results (relating to investments or otherwise) from use of the Platform and/or the Platform Services.

The Platform and the Platform Services may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Platform or combination thereof, including injury or damage to Users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Platform Services. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone’s use of the Platform or the Platform Services, any User Content or Third Party Content posted on or through the Platform or the Platform Services or transmitted to Users, or any interactions between Users of the Platform, whether online or offline.

The Company reserves the right to change any and all content contained in the Platform and any Platform Services offered through the Platform at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the Company.

Limitation on Liability

EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAWS, IN NO EVENT WILL THE COMPANY OR ITS DIRECTORS, OFFICERS, STOCKHOLDERS, PARTNERS, MEMBERS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE PLATFORM OR THE PLATFORM SERVICES OR ANY OF THE PLATFORM CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE PLATFORM, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAW OR OTHER LAWS, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM ANY OF THE COMPANY OR ITS DIRECTORS, OFFICERS, STOCKHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES, REGARDLESS OF THE CAUSE OF ACTION.

CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Governing Law; Arbitration

By visiting or using the Platform and/or the Platform Services, you agree that the laws of the State of Delaware, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms of Service. By agreeing to the Terms and using the Platform and the Platform Services, you agree to submit to personal jurisdiction in Delaware for all purposes, and you agree to waive, to maximum extent permitted by law, any right to a trial by jury for any matter. Unless otherwise agreed in writing by you and us, any dispute arising out of or relating to the Terms, or any breach thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or such arbitration body as required by law, rule or regulation, and final judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the English language before a single arbitrator in Los Angeles, California. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Notwithstanding the foregoing, either The Company or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.

Indemnity

You agree to indemnify and hold the Company, its subsidiaries and affiliates, and each of their directors, officers, members, partners, agents, contractors, employees and representatives, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with your use of the Platform Services or the Platform, your conduct in connection with the Platform Services or the Platform or with other Users of the Platform Services or the Platform, or any violation of these Terms of Use or of any law or the rights of any third party, any of your User Content, and any Third Party Content you post or share on or through the Platform. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Investor Members: Securities Matters

Notwithstanding anything to the contrary in these Terms of Use, in no event shall anything in these Terms of Use be deemed to be a waiver, and we will not assert there has been a waiver, that would be permissible under Section 14 of the Securities Act of 1933, Section 29(a) of the Securities Exchange Act of 1934, or any other applicable provision of federal and state securities laws.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Platform or the Platform Services (“Submissions”), provided by you to Company are non-confidential and shall become the sole property of Company. Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgement or compensation to you.

Other

The failure of the Company to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Service is held invalid, the remainder of these Terms of Service shall continue in full force and effect. If any provision of these Terms of Service shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.

844 663 7687

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