Referral Agreement

December 2020

By participating in the Concreit Referral Program, you are agreeing to the following:

1. Definitions

When the following capitalized bold terms are used above or below in this Agreement, the following definitions apply:

  • Act means the Investment Advisers Act of 1940, as amended. The Act is in the U.S. Code at 15 U.S.C. §80b-1.
  • App, also referred to as the “Concreit App” or “Mobile Application”, means mobile application that is used to access the Platform.
  • Platform, also referred to as the “Concreit Platform”, means the software, tools, services and technology that is composed of the App, Site & APIs which Concreit provides to let you access your Concreit Investment Account using an internet-connected device that is compatible with the Platform.
  • Broker, refers to the broker of record overseeing ALL Concreit offerings.
  • Investor Shares, have the same meaning in this Agreement as they do in the Offering Circular.
  • Investment Account is the account you created on the Platform and that the Broker establishes and carries for you to hold your Investor Shares.
  • Potential New User means an individual (i) whom a Referring User, using social media or other functionality provided by Concreit in connection with a Referral, invites to become a new Concreit customer and opens a Concreit Investment Account and (ii) who has never subscribed to any Concreit products or services or opened a Concreit Investment Account before being invited by the Referring User.
  • Referred User means a Potential New User who has (i) an account in good standing and (ii) been accepted (and not rejected) by the Broker as a customer.
  • Referral means the invitation of a Potential New User to become a Concreit customer and open a Concreit Investment Account by a Referring User using the links Concreit provides in the Platform for Referrals.
  • Referring User means a Concreit customer with an Investment Account in good standing, and decides to make Referrals. In addition, this agreement uses the terms “you,” “your” or “yours” to mean a Referring User.
  • Reward Amount means the referral incentive amount as indicated in the relevant referral promotion.
  • Reward Date means the date when the Referring User’s Investment Account is awarded Reward Shares earned by a Referring User in accordance with the terms and conditions of this Agreement. Such date will be on or after the date that both the Referring User and Referred User meet the eligibility requirements of the applicable referral promotion.
  • Reward Shares mean Investor Shares awarded to your Investor Account. To receive Reward Shares, your Investment Account must be open and in good standing at the time the shares are awarded to your Investment Account. If your Investment Account is not open and in good standing, you forfeit the right to the Reward Shares.
  • Rules means the SEC’s rules under the Act. The SEC’s rules under the Act are in the Code of Federal Regulations at 17 C.F.R. Part 275.
  • Site refers to websites owned and operated by Concreit that are used in conjunction with the Platform.
  • Subscription Agreementmeans the Concreit Subscription Agreement related to the applicable Reward Shares.

The Concreit referral program is open to all United States legal residents or citizens that currently reside in the United States. Exceptions are made for active Armed Services personnel that maintain a U.S. address and are temporarily overseas in connection with their service.

This Agreement is by and among Concreit and each Referring User subject to the terms and conditions of this Agreement.

By participating in the Concreit Referral Program, you acknowledge and agree that you are a Referring User and that you will have the rights of a Referring User under this Agreement and be bound by the terms and conditions of this Agreement, including without limitation all of a Referring User’s obligations, duties, covenants, undertakings, representations and warranties below. THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN SECTION 9.

2. Reward Shares for Referrals

Your Concreit Investment Account will be awarded with Reward Shares only after the Referring User and the Referred User have met all eligibility requirements under the terms and conditions for the applicable referral promotion, which will vary by promotion. After each Referred User:

  1. Creates a Concreit Investor Account
  2. Connects their Concreit Investor Account to their bank account
  3. Completes a suitability questionnaire through the Concreit App
  4. Maintains an account in good standing, which includes our Broker having completed and approved KYC/AML checks.

Your Concreit Investment Account will be awarded with the amounts and types of Reward Shares that are available and collectively worth the Reward Amount at the time shares are awarded on the Reward Date. You acknowledge and agree that, notwithstanding anything else in this Agreement or the Subscription Agreement, you shall not be entitled to any Reward Shares for a Referral:

  1. unless and until the Potential New User is accepted as a Referred User;
  2. unless and until the Referred User meets the established eligibility requirements;
  3. if Concreit determines at its sole discretion that you have breached any term, condition, obligation, duty, covenant, undertaking, representation or warranty in this Agreement (see Section 3 below on Compliance;
  4. and unless you invite a User using the links Concreit provides in the Platform for Referrals.

Concreit, at its sole discretion, may make available certain promotions with different Reward Amounts to other Concreit users or prospective users. These promotions, unless offered to you, shall have no bearing whatsoever on your Agreement or relationship with Concreit.

3. Compliance

In connection with you participating in the Referral Program, you agree to the restrictions listed below.

  1. No spam - You agree that you will not “spam” anyone with Referrals to join Concreit either by mass emailing, use of automated systems, bots or automatic dialers, and to not post Referral links on websites or event or venue pages without express consent from the owner. You agree to not engage in any device or scheme that results in “spam.”
  2. No misrepresentations - You agree that you will not attempt to mislead anyone in connection with the Referral Program. This includes, but is not limited to, creating fake accounts, profiles, links or messages.
  3. No prohibited content - You agree that you will not use any defamatory, offensive, abusive or obscene content in connection with Concreit. This includes, but is not limited to, content that violates someone else’s privacy or harassing content.
  4. No fraudulent activity - You agree not defraud or abuse, or attempt to defraud or abuse, anyone in connection with the Referral Program. You agree to not engage in any activity that may be fraudulent, deceptive or manipulative.
  5. No misuse of Concreit’s content - You agree not to sell Concreit Referral links or create websites, email addresses or social media with Concreit’s name, images or content without Concreit’s express consent. Concreit’s content is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to law or regulation or which would subject Concreit or any of Concreit’s products or services to any authorization, registration, licensing or notification requirements within any jurisdictions outside those jurisdictions in which Concreit and its affiliates are licensed to operate.

Violation of any of these restrictions may result in termination of your eligibility to participate in the Referral Program and may deny you any Referrals earned in violation or suspected violation of these restrictions at Concreit’s sole discretion.

4. Legal and Regulatory History

You represent and warrant to Concreit that you are not a person: (A) subject to an SEC order issued under section 203(f) of the Act, or (B) convicted within the previous ten years of any felony or misdemeanor involving conduct described in section 203(e)(2)(A) through (D) of the Act, or (C) who has been found by the SEC to have engaged, or has been convicted of engaging, in any of the conduct specified in paragraphs (1), (5) or (6) of section 203(e) of the Act, or (D) is subject to an order, judgment or decree described in section 203(e)(4) of the Act.

5. Relationship to Subscription Agreement

You acknowledge and agree that all Reward Shares awarded to you under this Agreement for Referrals are subject to the terms and conditions of the Subscription Agreement relating to Reward Shares. Notwithstanding, to the limited extent the express terms and conditions of this Agreement and those of the Subscription Agreement directly conflict, this Agreement shall govern.

6. Dispute Resolution, including Pre-Dispute Arbitration Clause

The Arbitration provisions of the Subscription Agreement, which you, as a Referring User, have already entered into, shall apply to this Agreement to the same extent as they apply to the Subscription Agreement.

All controversies that may arise between you and Concreit or between you and the Broker concerning any subject matter, issue, or circumstance whatsoever (including controversies concerning any account, order, or transaction, or the continuation, performance, interpretation, or breach of this, the other Agreements, or any other agreement between you and Concreit or the Broker, whether entered into or arising before, on, or after the date this account is opened) shall be determined by binding arbitration through the American Arbitration Association (the “AAA”). You acknowledge that judgment upon any arbitration award may be entered in any court of competent jurisdiction.

No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Subscription Agreement except to the extent stated herein.

7. Termination

You may terminate this Agreement at any time by notifying Concreit in writing at that you no longer desire to make Referrals or to receive Reward Shares for Referrals. Upon termination you will no longer be a Referring User. Concreit may terminate this Agreement at any time by notifying you at the email you have provided to Concreit for your Concreit Investment Account. If Concreit terminates this Agreement and you have not breached this Agreement, your Investment Account will be awarded with any Reward Shares you have earned from Referrals in which the Referred User has, before we notified you that we terminated this Agreement with you, maintained an account in good standing meeting the eligibility requirements.

8. Miscellaneous

The Miscellaneous Provisions section of the Subscription Agreement, which you, as a Referring User, have already entered into, shall apply to this Agreement to the same extent as they apply to the Subscription Agreement.

By participating in the Concreit Referral Program, you undertake to perform your duties under this Agreement in a manner consistent with this Agreement, any and all of Concreit’s instructions to you and the provisions of the Act and the Rules. You agree to seek guidance promptly from Concreit if you are in doubt about what the Act or the Rules allow or do not allow you to say or do in connection with Referrals.

For the current promotion, please refer to our current referral promotion.

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