Terms of Service

These Terms of Service (“Terms”) govern access to and use of DST Atlas, a professional financial technology and information platform owned and operated by Lucas Financial Consulting, LLC (“Lucas Financial,” “Company,” “we,” “us,” or “our”), including DSTAtlas.com and all related websites, software, databases, applications, tools, reports, documents, communications, and services. DST Atlas may be referred to in these Terms as “Atlas” or the “Platform.” Atlas is not a separate legal entity. References in these Terms to Atlas taking an action, exercising discretion, or holding a right mean Lucas Financial acting as owner and operator of the Platform.

By registering for an account, clicking to accept these Terms, accessing the Platform, or using any Platform service, you agree to be bound by these Terms and any policies or supplemental terms incorporated by reference.

If you access or use the Platform on behalf of a broker-dealer, registered investment adviser, sponsor, employer, or other entity, you represent that you are authorized to do so. Your use may also be subject to agreements, policies, permissions, or restrictions established by that organization.

1. Professional-Only Platform

Atlas is a business-to-business financial technology, information, and workflow tool designed exclusively for approved professionals involved in Delaware statutory trusts (“DSTs”), Section 1031 exchanges, alternative investments, securities distribution, due diligence, investment advisory services, and related industries.

Access may be permitted to registered broker-dealers, registered investment advisers, registered representatives, investment adviser representatives, DST and alternative-investment sponsors, authorized administrative and support personnel, due-diligence firms, compliance firms, distribution organizations, and other industry participants or service providers approved by Atlas.

Eligibility within one of these categories does not create a right to access Atlas.

Atlas retains sole discretion to approve, decline, restrict, suspend, or terminate any user’s access to the Platform or to any particular feature of the Platform.

Atlas may consider, among other things, a person’s or firm’s licensing and registration status, supervisory relationship, firm affiliation, industry activity, professional responsibilities, intended use of the Platform, prior conduct, information-security considerations, competitive activity, and other factors Atlas considers relevant.

For example, Atlas may decline or discontinue access for a person who is no longer appropriately licensed or supervised, a firm that Atlas does not consider an active participant in the applicable industry, or a person or organization whose intended use of the Platform is inconsistent with Atlas’s business or compliance objectives.

Atlas may permit administrative or support personnel to use the Platform where Atlas determines that such individuals are appropriately associated with and supervised or authorized by an eligible organization or professional.

2. Registration and Account Security

You must provide complete and accurate information when registering for Atlas and must keep such information current.

You must register and maintain your account using a current company or business email address associated with your employer, firm, or approved professional practice. Personal consumer email addresses may not be used to register for or maintain access to the Platform unless Atlas provides prior written approval.

Atlas may require verification of your identity, professional status, employment, firm affiliation, registration, licensing, supervisory relationship, or business purpose.

Accounts are issued to individual users and may not be shared, transferred, sold, or used by another person without Atlas’s prior authorization.

You are responsible for maintaining the confidentiality and security of your credentials and for activity conducted through your account.

You must promptly notify Atlas if you believe your credentials have been compromised or your account has been accessed without authorization.

You must promptly update Atlas if your employment, licensing, registration, firm affiliation, supervisory status, or business email address changes in a manner that may affect your eligibility to access the Platform.

3. Platform Services

Atlas may provide services and functionality including, without limitation:

• offering information and availability;
• sponsor information;
• summarized or structured offering data derived from private placement memoranda and other materials;
• access to offering documents and due-diligence resources;
• Portfolio Builder and portfolio-allocation tools;
• Section 1031 identification-form generation;
• testing and educational services;
• sponsor analytics and Sponsor Insights;
• advertising and sponsored placements;
• document-generation tools;
• transaction and workflow tools;
• firm-level administrative controls;
• market information and analytics; and
• additional products or functionality introduced from time to time.

Features may differ depending upon your user type, firm, permissions, subscriptions, selling agreements, regulatory considerations, sponsor participation, or other Platform settings.

Atlas may add, modify, restrict, suspend, replace, or discontinue Platform functionality at any time.

4. Professional Use; Not an Investment Recommendation

The general Atlas Platform is strictly for approved professional users. Investors and clients are not eligible for independent accounts or direct access to the professional-only Platform.

The only portion of Atlas designed to potentially be displayed to a client or prospective client is the designated client-presentation functionality within Portfolio Builder. No other portion of the Platform is authorized for display to investors or clients unless Atlas expressly approves such display in writing.

Atlas is a financial technology, information, workflow, and data tool.

Unless expressly stated otherwise, Atlas does not act as a broker-dealer, investment adviser, qualified intermediary, tax adviser, accounting firm, law firm, due-diligence provider, transfer agent, or fiduciary by reason of providing the Platform.

The availability of an offering, sponsor, advertisement, test, document, report, calculation, data point, or other material through Atlas does not constitute an endorsement, recommendation, solicitation, investment advice, suitability determination, product approval, or representation concerning the merits of an investment.

Users and their firms remain responsible for all regulatory, supervisory, fiduciary, suitability, due-diligence, disclosure, securities-law, tax, legal, and professional obligations applicable to their activities, including independently reviewing and validating information before relying on it or providing it to a client. For the terms, risks, disclosures, and other matters addressed in an offering’s then-current private placement memorandum (the “PPM”), together with any supplements, amendments, and other official offering documents issued by or on behalf of the sponsor (collectively, the “Official Offering Documents”), users must rely on the Official Offering Documents and not on Atlas. If information displayed through Atlas differs from the Official Offering Documents, users must rely on the Official Offering Documents.

5. Firm Controls and Supervision

A user’s broker-dealer, registered investment adviser, sponsor, employer, or other authorized organization may establish controls governing that user’s access to Atlas.

Such controls may include enabling or disabling Platform functionality, restricting offerings or sponsors, limiting Portfolio Builder access, limiting offerings based upon selling agreements or firm approval status, controlling information displayed in client-facing environments, establishing default permissions, or overriding certain user-level settings.

For example, a firm may disable Portfolio Builder entirely, permit use only with sample properties, or restrict Portfolio Builder to offerings approved by that firm or covered by applicable selling agreements.

Users acknowledge that authorized firm administrators may have access to certain information regarding their account, permissions, testing activity, Platform usage, or other activity relating to the firm’s supervisory or administrative functions.

Atlas may rely upon information and instructions provided by authorized firm administrators.

6. Portfolio Builder and Client-Presentation Use

Portfolio Builder is a professional financial tool intended to assist authorized financial professionals in modeling, organizing, illustrating, and presenting potential replacement-property or portfolio allocations.

Portfolio Builder is the only portion of Atlas that includes functionality designed to potentially be shown to a client or prospective client. An authorized financial professional may display, print, download, or provide authorized Portfolio Builder reports and designated client-use materials to that professional’s own clients or prospective clients in connection with a bona fide professional relationship or client discussion, subject to applicable law, firm policies, offering restrictions, selling agreements, and Platform controls.

Reports and other client-use materials generated through Portfolio Builder are intended for use by the authorized user in connection with that user’s own clients, prospective clients, and professional activities. A user may not generate Portfolio Builder reports, portfolio materials, or other client-use outputs for or on behalf of another user, except when acting in an authorized administrative or support capacity for another professional within the same firm or organization and consistent with that firm’s supervisory policies, or when Atlas has provided prior written approval.

A client, investor, or other non-approved person may not receive credentials for, independently access, navigate, or otherwise use Atlas. Client viewing of an authorized Portfolio Builder presentation or report does not constitute Platform access.

Except with Atlas’s prior express written approval, no user or firm may display, demonstrate, present, broadcast, screen-share, or otherwise showcase Atlas or Portfolio Builder at a conference, trade show, seminar, webinar, public presentation, group marketing event, recruiting event, industry event, or other presentation to persons who are not the user’s individual clients or prospective clients. This restriction applies particularly where actual offering information could be displayed.

No user or firm may represent or imply that Atlas, Portfolio Builder, or any other Platform technology is owned by, proprietary to, developed by, or operated by that user or firm. Users may not remove, obscure, or alter Atlas ownership or branding except where Atlas expressly enables firm branding, report customization, or other customization within the Platform. Use of an expressly enabled firm logo or customized client report does not transfer ownership of the underlying Platform or technology.

Atlas may restrict or suppress particular information within Portfolio Builder’s client-presentation environment. Such restrictions may be based upon Platform settings, firm policies, selling agreements, offering exemptions, sponsor requirements, regulatory considerations, or user selections.

Portfolio Builder is a tool and is not an Official Offering Document. Information, summaries, calculations, or other outputs displayed or generated through Portfolio Builder may be derived from sponsor-supplied information or the PPM, but they must not be relied upon as a substitute for the Official Offering Documents.

Before presenting or providing offering-related information to a client or prospective client, the financial professional must independently review and validate the material information being presented. For offering terms, risks, disclosures, and other matters addressed in the Official Offering Documents, the professional must rely on the then-current Official Offering Documents and not on Atlas or Portfolio Builder. If information displayed through Atlas or Portfolio Builder differs from the Official Offering Documents, the professional must rely on the Official Offering Documents. Current availability and other time-sensitive information that may not be addressed in the Official Offering Documents must also be confirmed with the applicable sponsor or another authoritative current source before being communicated or relied upon.

The professional using Portfolio Builder remains responsible for determining whether particular information may appropriately and lawfully be shown or provided to a particular client.

7. Restricted Offerings and Rule 506(b)

Certain offerings available through Atlas may be conducted pursuant to Rule 506(b) of Regulation D or another exemption that restricts general solicitation, advertising, distribution, or access.

Atlas may employ technological measures designed to reduce unintended display or distribution of restricted information, including access restrictions, concealment of particular content, warning screens, affirmative acknowledgments, client-presentation controls, or firm-level restrictions.

For example, Atlas may conceal certain sponsored or offering-specific content within a page that could be displayed during a client discussion and require an affirmative action by an authorized professional before the content becomes visible.

Such measures are supplemental safeguards only and do not transfer responsibility for securities-law compliance to Atlas.

Sponsors, broker-dealers, investment advisers, registered representatives, investment adviser representatives, and other users remain responsible for complying with laws, offering restrictions, firm policies, and contractual obligations applicable to securities communications and distributions.

8. Offering Information, PPM Data, and Availability

Atlas obtains information from sponsors, broker-dealers, due-diligence providers, Official Offering Documents, users, service providers, and other third-party sources. Certain information is entered, maintained, or updated directly by sponsors or other third parties.

Atlas may organize, summarize, standardize, normalize, calculate from, categorize, or otherwise process this information for presentation through the Platform.

Although Atlas may take reasonable measures to improve data quality, information may contain errors, omissions, inconsistencies, delays, or changes, and Atlas does not independently verify every item of information submitted to or displayed through the Platform.

Atlas is a financial tool and is not an Official Offering Document. Users must not rely on Atlas for the terms, risks, disclosures, or other matters set forth in the Official Offering Documents. Before making or communicating an offering-related recommendation, analysis, or presentation, users must review and rely on the then-current Official Offering Documents. If information displayed through Atlas differs from the Official Offering Documents, users must disregard the inconsistent Atlas information and rely on the Official Offering Documents.

Summaries, structured data, calculations, and other information derived from a PPM or other Official Offering Document are provided solely as tools and conveniences. They are not the official offering terms and are not a substitute for reviewing and relying upon the then-current Official Offering Documents.

Offering availability can change rapidly and may be provided directly by sponsors or other third parties. Users are responsible for confirming current availability before relying on or communicating it.

An availability indication within Atlas does not constitute a reservation, allocation, subscription acceptance, commitment, or guarantee that securities remain available.

9. Due-Diligence Materials and Third-Party Resources

Atlas may provide access or links to due-diligence rooms, offering documents, third-party websites, document repositories, or other external resources.

Access to such resources may depend upon permissions granted by sponsors, broker-dealers, due-diligence providers, or other third parties.

Atlas does not represent that any collection of due-diligence materials is complete or that access to materials constitutes completion or satisfaction of a user’s or firm’s due-diligence obligations.

Third-party websites, systems, and materials remain subject to the applicable third party’s terms, availability, and controls.

10. Testing Services

Atlas may provide educational, product-specific, offering-specific, firm-specific, or other testing services.

Test completion or a passing test result does not constitute regulatory approval, broker-dealer approval, investment-adviser approval, product approval, a suitability determination, completion of due diligence, or a representation that every applicable supervisory or regulatory requirement has been satisfied.

Users and their firms remain responsible for determining how testing results may be used within their compliance and supervisory programs.

Atlas may maintain records of testing activity and may provide such records to the applicable user, sponsor, broker-dealer, registered investment adviser, or other authorized organization where consistent with the functionality of the service and applicable disclosures.

11. Identification Forms and Other Generated Documents

Atlas may provide tools that assist professionals in preparing Section 1031 identification forms or other transaction-related documents.

Such documents are administrative aids only.

Atlas does not determine whether an identification complies with Section 1031, applicable Treasury regulations, qualified-intermediary requirements, property-counting rules, deadlines, delivery requirements, or other legal or tax requirements.

Users are responsible for reviewing generated documents and confirming requirements with the applicable qualified intermediary, tax adviser, attorney, or other professional.

12. Sponsored Content and Advertising

Atlas may receive compensation from sponsors and other organizations for services including Sponsor Insights, Portfolio Builder coverage, testing, advertising, featured placement, offering-related services, and other products.

Sponsor payment may affect whether certain sponsor or offering information appears in particular paid features or placements.

Payment to Atlas does not constitute an endorsement, recommendation, due-diligence determination, investment opinion, or product approval by Atlas.

Sponsored or advertising content may be identified or presented differently from other Platform content where Atlas determines appropriate.

Sponsors and advertisers remain responsible for the legality, accuracy, authorization, and regulatory compliance of materials they provide.

13. Sponsor Content

Sponsors and other authorized parties may submit information, documents, photographs, videos, graphics, logos, trademarks, offering data, availability information, PPMs, fact sheets, due-diligence materials, biographies, advertising materials, hyperlinks, and other content (“Sponsor Content”).

The party submitting Sponsor Content represents and warrants that it has all rights, licenses, consents, permissions, and authority necessary to provide the Sponsor Content to Atlas and to grant the rights described in these Terms.

Without limiting the foregoing, a sponsor uploading a photograph, rendering, video, logo, trademark, or other protected material represents that it possesses sufficient rights to permit Atlas to use and display that material as contemplated by these Terms.

Sponsor Content must not knowingly contain materially false or misleading information or violate applicable law or the rights of another person.

The submitting party retains ownership of its underlying Sponsor Content.

By submitting Sponsor Content, however, the submitting party grants Atlas a worldwide, non-exclusive, royalty-free, fully paid, sublicensable license to host, store, reproduce, transmit, publish, display, format, resize, crop, create thumbnails or other technical adaptations from, distribute, organize, index, analyze, and otherwise process Sponsor Content in connection with operating, supporting, developing, improving, promoting, and marketing Atlas and its services.

This license permits Atlas to display Sponsor Content through offering pages, sponsor pages, Portfolio Builder, reports, dashboards, emails, presentations, advertisements, search results, analytics, and other Platform functionality, subject to applicable restrictions and confidentiality designations.

14. Sponsor Names, Logos, and Participation

Sponsors granting Atlas access to their name, trademarks, and logos authorize Atlas to display such materials in connection with their participation in the Platform and with Atlas’s operation, promotion, and marketing.

This may include use on Atlas websites, Platform pages, reports, presentations, emails, marketing materials, conference materials, advertisements, and similar communications.

Purchase-specific terms displayed and accepted through checkout, an order page, or another electronic purchasing process may provide additional rights or restrictions for a particular paid sponsor service and will apply to that purchase.

15. Selling Agreements and Other Restricted Sponsor Information

Sponsors may provide information regarding selling agreements, distribution relationships, broker-dealer approvals, or other non-public business relationships.

Atlas may use such information to administer access, filter offerings, support Portfolio Builder functionality, or provide appropriately restricted information to authorized users.

For example, where a sponsor indicates that a selling agreement exists with a particular broker-dealer, Atlas may use that designation to determine which offerings are displayed to users associated with that broker-dealer and may present consolidated eligibility or relationship information to appropriately authorized users of that firm.

Users may not redistribute, publish, extract, or use restricted selling-agreement information except for legitimate professional purposes authorized by Atlas and the applicable parties.

A designation within Atlas that a selling agreement or relationship exists is informational and should be independently confirmed where material.

16. User Content and Client Information

Users may enter names, portfolio information, transaction information, notes, allocation information, property information, or other data into Portfolio Builder or other Platform tools (“User Content”).

Users retain their rights in User Content.

By submitting User Content, users grant Atlas a non-exclusive license to host, store, reproduce, process, analyze, transmit, and otherwise use that information as reasonably necessary to provide, maintain, secure, support, and improve the Platform and fulfill the user’s requested functionality.

A user submitting information relating to another person represents that the user has authority or another lawful basis to provide and process such information through Atlas.

Atlas may apply additional privacy, confidentiality, or security restrictions to client or investor information based upon the nature of the service involved.

17. Investor Data and Subscription Documents

Atlas may in the future provide functionality that permits authorized professionals, investors, sponsors, broker-dealers, transfer agents, qualified intermediaries, or other parties to complete, transmit, process, or store subscription documents and related transaction information.

Such information may contain sensitive personal or financial information, including addresses, taxpayer identification numbers, entity information, financial information, suitability information, signatures, banking information, or other personally identifiable information (“Investor Data”).

Additional privacy notices, security requirements, contractual terms, data-processing provisions, or agreements may apply before such functionality is made available.

Investor Data will not be treated as Atlas proprietary data merely because it is processed through the Platform.

Atlas may use service providers and technology vendors to process or store Investor Data where reasonably necessary to provide the applicable service and subject to appropriate contractual, administrative, and technical safeguards.

Atlas may periodically obtain independent cybersecurity assessments, assurance reports, penetration tests, or other evaluations of its security controls.

18. Platform Data, Derived Data, and Atlas Intellectual Property

Atlas retains all right, title, and interest in and to the Platform and the proprietary elements developed or owned by Atlas.

This includes, without limitation, its software, source code, object code, interfaces, designs, workflows, database architecture, schemas, organization, classifications, taxonomies, calculations, analytics, testing methodologies, test questions, report designs, templates, Portfolio Builder functionality, normalization techniques, historical datasets, metadata, compilations, methodologies, and other intellectual property.

Atlas may organize, standardize, normalize, categorize, supplement, compare, calculate from, or otherwise process information received from sponsors, users, third parties, offering materials, or public sources.

As between Atlas and a user or sponsor, Atlas owns its proprietary compilation, organization, methodologies, calculations, analytics, metadata, and derived datasets created through these processes, while ownership of underlying source content remains with its applicable owner.

Atlas may create and use aggregated or de-identified information that does not reasonably identify an individual investor or user for analytics, benchmarking, market intelligence, product development, platform improvement, research, sponsor analytics, and other lawful business purposes.

Nothing in these Terms means that Atlas acquires ownership of an individual’s personal information merely because that information is processed through the Platform.

19. Privacy and Usage Information

Atlas may collect information relating to users and their use of the Platform, including name, email address, telephone number, company, firm affiliation, professional status, licensing or registration information, login information, IP address, device information, browser information, geographic information derived from technical data, pages viewed, offerings viewed, documents accessed or downloaded, searches, clicks, testing activity, Portfolio Builder activity, feature usage, and other interactions with the Platform.

Atlas may use such information to operate and improve the Platform, authenticate users, determine eligibility, administer permissions, provide support, understand usage, prevent fraud, enforce these Terms, protect Platform security, develop products and services, provide analytics, comply with law, and communicate with users.

Additional information concerning the collection and use of personal information will be provided in the Atlas Privacy Policy.

20. Communications

By creating and maintaining a Atlas account and providing contact information, you authorize Atlas to communicate with you regarding your account, security, access, testing, Platform functionality, offerings, services, transactions, policy changes, customer support, and other aspects of your relationship with Atlas.

Atlas may also send educational, event, product, sponsor, advertising, or marketing communications where permitted by law.

Where separate consent is required for automated or promotional telephone or text communications, Atlas may request such consent separately.

Users may opt out of applicable promotional communications using the mechanisms provided in those communications.

21. Prohibited Uses

You may use Atlas only for legitimate professional purposes authorized by Atlas.

You may not, directly or indirectly:

1. access or use the Platform, Platform information, Platform functionality, or knowledge obtained through the Platform for any purpose of developing, improving, marketing, supporting, benchmarking, or assisting a product or service that competes with Atlas;
2. scrape, crawl, harvest, mine, copy, index, download, collect, extract, capture, or systematically reproduce Platform information through automated or manual means except as expressly authorized by Atlas;
3. use robots, spiders, browser automation, scripts, bots, automated agents, APIs, scraping software, data-extraction tools, artificial-intelligence agents, or similar technology to access or extract information from Atlas without prior written authorization;
4. perform bulk downloads or systematically access offerings, sponsors, documents, availability information, selling-agreement information, reports, or other data for the purpose of reconstructing, replicating, or creating a database or other information product;
5. use Atlas Content, Platform Data, Derived Data, or information obtained through Atlas to create, train, populate, benchmark, replicate, improve, or support a competing database, application, artificial-intelligence system, technology platform, software product, or service without Atlas’s prior written consent;
6. reverse engineer, decompile, disassemble, decode, translate, discover, derive, or attempt to identify source code, object code, architecture, algorithms, database structure, business logic, workflows, methodologies, or other underlying components of the Platform;
7. copy or imitate the Platform’s design, organization, functionality, workflows, report structure, testing methodology, Portfolio Builder methodology, or other proprietary functionality for use in a competing product or service;
8. circumvent or attempt to circumvent authentication, permissions, access restrictions, rate limits, download restrictions, content shrouds, user-level restrictions, firm restrictions, security controls, monitoring systems, or other technical safeguards;
9. use multiple accounts, shared credentials, false identities, proxy users, IP-address manipulation, or other methods to conceal or facilitate prohibited activity;
10. permit an unauthorized person to access the Platform through your account;
11. generate Portfolio Builder reports, portfolio materials, or other client-use outputs for or on behalf of another user, except in an authorized administrative or support capacity within the same firm or organization as permitted by Section 6, or with Atlas’s prior written approval;
12. publish, redistribute, resell, license, sublicense, or commercially exploit Platform data or content except as expressly permitted;
13. use restricted information, including selling-agreement information, confidential sponsor information, or Rule 506(b) information, for unauthorized purposes;
14. display, demonstrate, present, broadcast, or screen-share Atlas or Portfolio Builder at a conference, trade show, seminar, webinar, group marketing event, public presentation, recruiting event, or similar event without Atlas’s prior express written approval;
15. represent or imply that Atlas, Portfolio Builder, or other Platform technology is your proprietary, owned, developed, or operated technology, or remove or obscure Atlas ownership or branding except through customization expressly enabled or approved by Atlas;
16. upload material that you do not have authority to provide;
17. upload malicious software or interfere with the Platform’s operation, infrastructure, security, or availability;
18. attempt to gain unauthorized access to accounts, systems, databases, servers, or information;
19. misrepresent your identity, professional status, firm affiliation, licensing, supervision, company email address, or purpose for accessing the Platform;
20. use the Platform in violation of applicable law, regulation, contractual obligation, confidentiality obligation, intellectual-property right, firm policy, or supervisory requirement; or
21. assist, encourage, direct, or permit another person to engage in prohibited conduct.

Limited copying, downloading, printing, and sharing expressly enabled by Atlas for legitimate professional use-including authorized Portfolio Builder reports and documents provided to the user’s own clients or prospective clients as permitted by Section 6-is permitted subject to these Terms.

22. Monitoring and Detection of Platform Abuse

Atlas may monitor use of the Platform for security, compliance, product administration, fraud prevention, system performance, and enforcement of these Terms.

Such monitoring may include analysis of login activity, IP addresses, devices, user agents, session behavior, page views, search activity, request rates, downloads, document access, navigation patterns, account activity, and other technical or behavioral indicators.

Atlas may use automated and manual systems to identify activity that may indicate scraping, credential sharing, bulk extraction, unauthorized automation, circumvention of controls, competitive misuse, or other prohibited activity.

Users should not expect that activity conducted through Atlas is anonymous from Atlas.

23. Investigation, Suspension, and Enforcement

Atlas may investigate suspected violations of these Terms.

During an investigation, Atlas may restrict functionality, impose rate limits, block downloads, disable particular features, terminate sessions, block devices or network addresses, suspend accounts, require reverification, or take other measures Atlas reasonably determines appropriate.

Atlas may suspend or terminate access immediately and without prior notice where Atlas determines that activity presents a security, compliance, legal, intellectual-property, confidentiality, competitive, or business risk.

Atlas may preserve records and evidence relating to suspected prohibited activity and may provide information to its attorneys, professional advisers, regulators, law-enforcement authorities, service providers, affected parties, or other persons where legally permitted and reasonably appropriate.

Suspension or termination of an account does not limit Atlas’s right to pursue other available remedies.

Unauthorized scraping, extraction, copying, reverse engineering, circumvention, misuse of confidential information, or use of Atlas to create or assist a competing product may cause harm for which monetary damages alone may be inadequate.

To the extent permitted by law, Atlas may seek injunctive or other equitable relief, damages, and any other remedies available at law or in equity for actual or threatened violations of these Terms.

24. Confidential Information

Certain information available through Atlas may be confidential or restricted even though other Platform information is available broadly to approved professional users.

Confidential or restricted information may include selling-agreement information, private distribution relationships, non-public sponsor materials, non-public business information, investor or client information, security information, and information expressly identified as confidential.

Users receiving such information may use it only for authorized professional purposes and may not disclose it to unauthorized persons.

Nothing in these Terms requires Atlas to treat information as confidential where that information is publicly available, independently obtained without a confidentiality obligation, or aggregated or de-identified in a manner that does not disclose protected information.

25. Feedback

If you provide Atlas with suggestions, ideas, feature requests, comments, improvements, or other feedback relating to the Platform, you grant Atlas a perpetual, irrevocable, worldwide, royalty-free right to use that feedback for any lawful purpose without compensation or obligation to you.

26. Sponsor Services, Paid Services, and Purchase Terms

Approved sponsors may receive access to sponsor-facing functionality without a subscription fee (“Free Sponsor Services”). Free Sponsor Services are intended to allow approved sponsors to list, document, maintain, and distribute information about their offerings and to administer their presence on Atlas.

Free Sponsor Services may include, as made available by Atlas from time to time:

• listing and presenting offerings through the professional marketplace;
• uploading or linking brochures, PPMs, supplements, photographs, pro formas, property information, and other authorized offering materials;
• posting offering availability updates, status notes, and other offering information, including access to availability and change history;
• maintaining a sponsor profile and sponsor-directory presence, including company, executive, REIT, and other sponsor information;
• posting or viewing applicable industry-event information;
• tracking selling agreements, linking due-diligence resources, maintaining firm-level due-diligence access, and establishing offering-level or ongoing access permissions;
• administering sponsor-team users and firm-wide settings;
• accessing generally available market dashboards, market-availability information, the ID Form Generator, demonstration versions of Testing and Portfolio Builder, favorites, resource materials, and release information; and
• other no-fee sponsor functionality Atlas may make available from time to time.

Sponsor Insights is an annual, firm-level paid subscription that includes the Free Sponsor Services plus additional analytics, visibility, and sponsor-profile functionality. Sponsor Insights may include information regarding professional-user engagement with the sponsor’s offerings, such as offering views, portfolios being modeled that include the sponsor’s offerings, testing activity, and market analytics, subject to the Atlas Privacy Policy, applicable permissions, and applicable law. Sponsor Insights may also include supporting-sponsor logo placement, sponsor-posted industry events, eligibility to purchase advertising placements, a wholesaler coverage map, sponsor track-record information, a corporate overview or similar sponsor document, a custom sponsor document, and other Sponsor Insights features made available from time to time.

An active Sponsor Insights subscription is required to purchase an Offering Package unless Atlas expressly provides otherwise. Sponsor Insights subscription pricing, subscription period, renewal terms, and payment terms will be those displayed at checkout or on the applicable order page.

The Offering Package is an offering-level add-on purchased separately for each covered offering. Unless otherwise stated at checkout, the Offering Package is a one-time purchase for the applicable offering and does not automatically renew. An Offering Package may include:

• Reach - making the covered offering eligible for inclusion in Portfolio Builder and enabling an expanded offering page containing additional offering detail, photographs, property information, pro forma information, and other available fields;
• Educate - creation and availability of an offering-specific exam or testing experience; and
• Promote - a placement or advertising credit that may be applied to an eligible offering in accordance with Atlas’s then-current advertising rules and availability.

Portfolio Builder inclusion through an Offering Package does not guarantee that the covered offering will be displayed or available to every user or firm. Broker-dealer or RIA permissions, selling agreements, firm approvals, user permissions, offering status, regulatory considerations, and other Platform controls may limit or prevent display of an offering notwithstanding the sponsor’s purchase.

Testing Services may be based on information and materials supplied by the sponsor. The sponsor remains responsible for the accuracy, completeness, currency, authorization, and regulatory compliance of the underlying source materials and for reviewing sponsor-specific or custom testing content where Atlas requests such review.

Advertising and sponsored placements are purchased separately from an Offering Package except to the extent a placement credit is expressly included with the Offering Package. Sponsors with an active Sponsor Insights subscription may be eligible to purchase advertising placements. Advertising and sponsored placements are subject to Atlas’s approval, scheduling, technical specifications, inventory availability, access controls, and applicable offering restrictions. Atlas may reject, remove, conceal, restrict, or require modification of advertising or sponsored content when Atlas determines such action is appropriate. No advertising or promotional purchase guarantees impressions, clicks, leads, subscriptions, transactions, sales, or investment results.

Sponsor Insights and other sponsor analytics may include aggregated, normalized, derived, comparative, or professional-user activity information generated from Platform activity and Platform data. Sponsors may use such information only for their legitimate internal business purposes and may not scrape, redistribute, resell, or use such information to create, improve, or support a competing database, analytics service, technology product, or service.

Features identified by Atlas as “coming,” “planned,” “future,” “in development,” or similar language - including subscription-document functionality or offering-level announcements unless and until launched - are informational only, are not included in a purchased service unless expressly stated at the time of purchase, and do not create an obligation for Atlas to release a feature by any particular date or at all.

Unless Atlas expressly requires a separate written agreement for a particular transaction, a sponsor’s electronic acceptance of these Terms together with the pricing, selected services, applicable offering, subscription or service period, and other purchase details displayed at checkout or on the applicable order page constitutes the agreement for the purchased service. The exact features, price, duration, renewal terms, credits, placement periods, and other commercial details for a purchased service will be those displayed at the time of purchase or otherwise confirmed by Atlas.

Fees are due as stated at checkout or on the applicable order page, and the purchaser is responsible for applicable taxes except taxes imposed on Lucas Financial’s net income. Except as required by law or expressly stated at the time of purchase, fees are non-refundable once the applicable service has been activated, an Offering Package has been enabled, testing work has begun, an advertising or featured-placement period has been reserved or commenced, or Atlas has otherwise begun performance of the purchased service.

Payment for Sponsor Insights, an Offering Package, testing, advertising, or another sponsor service does not create ownership of Atlas technology or data, confer a right to control Atlas, guarantee user engagement or transaction volume, or constitute an endorsement, recommendation, due-diligence determination, or product approval by Atlas.

Atlas may suspend or terminate a paid sponsor service if the sponsor violates these Terms, fails to pay amounts when due, provides materially misleading or unlawful information, misuses the Platform, or creates a material compliance, security, legal, or reputational risk. Suspension or termination does not limit any other remedies available under these Terms.

27. Third-Party Services and Links

Atlas may integrate with or link to third-party services, websites, document repositories, authentication providers, payment processors, technology vendors, or other external systems.

Atlas does not control and is not responsible for third-party services, their availability, their security practices, or their content.

Use of third-party services may be subject to separate terms and privacy policies.

28. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL CONTENT, DATA, REPORTS, CALCULATIONS, DOCUMENTS, TESTS, ANALYTICS, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

ATLAS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND AVAILABILITY.

ATLAS DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION OR ERROR, THAT INFORMATION WILL ALWAYS BE CURRENT OR COMPLETE, OR THAT THIRD-PARTY DATA WILL BE ACCURATE.

USERS ARE RESPONSIBLE FOR INDEPENDENTLY VERIFYING INFORMATION MATERIAL TO THEIR PROFESSIONAL ACTIVITIES.

29. Indemnification

You agree to defend, indemnify, and hold harmless Atlas, Lucas Financial Consulting, LLC, and their respective owners, officers, employees, affiliates, contractors, licensors, service providers, and representatives from claims, liabilities, losses, damages, judgments, costs, and reasonable attorneys’ fees arising from or relating to:

• your violation of these Terms;
• your misuse of the Platform;
• your violation of applicable law;
• your infringement or violation of another person’s rights;
• content or information submitted by you;
• your unauthorized disclosure or use of confidential or restricted information; or
• your scraping, extraction, reverse engineering, competitive misuse, or other unauthorized use of Atlas.

A sponsor’s indemnification obligations include claims arising from sponsor-provided materials, including allegations that photographs, videos, trademarks, advertising, offering information, or other Sponsor Content infringes third-party rights, violates law, or contains materially false or misleading information.

30. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LUCAS FINANCIAL CONSULTING, LLC, AS OWNER AND OPERATOR OF ATLAS, AND ITS AFFILIATES, OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST BUSINESS, LOST DATA, INVESTMENT LOSSES, OR INTERRUPTION OF BUSINESS ARISING FROM OR RELATED TO THE PLATFORM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF LUCAS FINANCIAL CONSULTING, LLC AND THE FOREGOING PARTIES ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) $100 OR (B) THE FEES ACTUALLY PAID BY THE CLAIMANT TO LUCAS FINANCIAL FOR THE SPECIFIC ATLAS SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Nothing in these Terms limits liability to the extent such limitation is prohibited by applicable law.

31. Termination

Atlas may suspend, restrict, or terminate your access to all or any portion of the Platform at any time where permitted by law.

Access may be terminated because of loss of licensing or supervision, changed employment status, inaccurate information, security concerns, prohibited activity, misuse of Platform data, scraping, competitive misuse, violations of these Terms, firm instructions, regulatory considerations, inactivity, or any other reason Atlas determines warrants restriction.

Termination does not eliminate obligations that by their nature should survive, including confidentiality, intellectual-property, data-use restrictions, indemnification, limitation-of-liability provisions, and restrictions on unauthorized use of information previously obtained through Atlas.

32. Changes to These Terms

Atlas may modify these Terms as the Platform evolves.

For material changes, Atlas may provide notice through the Platform, by email, or by another reasonable method and may require users to accept revised Terms before continuing to access the Platform.

Continued use after revised Terms become effective constitutes acceptance to the extent permitted by law.

33. Governing Law and Venue

These Terms are governed by the laws of the State of Colorado, without regard to conflict-of-law principles.

Unless otherwise required by applicable law or a separate written agreement, disputes arising from or relating to these Terms or the Platform will be subject to the exclusive jurisdiction of the state and federal courts located in Denver, Colorado.

34. Miscellaneous

These Terms, together with the Atlas Privacy Policy and any applicable purchase details, checkout terms, order-page terms, or other terms expressly accepted in connection with a specific service, constitute the agreement governing your use of Atlas and any purchased services.

If a provision is held invalid or unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in effect.

Atlas’s failure to enforce a provision does not waive its right to enforce that provision later.

You may not assign your rights under these Terms without Atlas’s prior written consent. Lucas Financial may assign these Terms in connection with a merger, acquisition, restructuring, sale of assets, or other business transaction.

Nothing in these Terms creates a partnership, agency, joint venture, fiduciary relationship, employment relationship, brokerage relationship, or investment-advisory relationship between Lucas Financial, Atlas, and a user merely because the user accesses the Platform.