Terms of Use

Effective Date: January 1, 2025
Last Updated: November 28, 2025

Welcome to the online platforms of Uprise Living, LLC (“Uprise Living,” “we,” “us,” or “our”). We appreciate your interest in our firm and the investment strategies we provide in the U.S. senior-living sector.

These Terms of Use (“Terms”) govern your access to and use of all Uprise Living websites, investor portals, data rooms, online tools, and digital services (collectively, the “Sites”).
By using our Sites, you agree to these Terms. If you disdo not agree, please you must discontinue use immediately.

1. Scope of These Terms

These Terms apply to your use of all publicly accessible and investor-restricted Sites operated by Uprise Living, including:

  • Public company websites
  • Investor portals
  • Document-sharing and due diligence portals
  • Subscription, onboarding, and KYC/AML interfaces
  • Any online forms, applications, tools, or digital communication channels

Certain activities are governed by separate agreements, including but not limited to:

  • Subscription Agreements
  • Private Placement Memorandums (PPMs)
  • Investment Management Agreements
  • NDAs or confidentiality agreements
  • Side letters
  • Data room access agreements

If there is a conflict, the specific governing agreement will control for that activity or investment.

2. Informational Purposes Only – No Advice

The content on the Sites is provided solely for general informational purposes.

Nothing on the Sites constitutes, or should be interpreted as:

  • An offer to sell or solicitation of an offer to buy securities
  • Investment, financial, legal, or tax advice
  • A representation that any investment strategy is suitable for any investor
  • A guarantee of performance or future results

Any investment may only be made through the final executed version of the relevant offering documents, including a Private Placement Memorandum and Subscription Agreement.

3. Forward-Looking Statements

The Sites may contain forward-looking statements, including statements related to projections, expectations, strategies, market trends, anticipated results, or future performance. These statements involve risks and uncertainties and are based on assumptions that may not prove accurate.

Forward-looking statements are typically identified by words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects,” “may,” “will,” or similar expressions.

Actual results may differ materially. Uprise Living undertakes no obligation to update forward-looking statements.

4. Eligibility & Investor Qualifications

Some parts of the Sites, —including investment materials, —are available only to:

  • Accredited Investors under Regulation D
  • Qualified Purchasers (if applicable)
  • Individuals who have passed Uprise Living's compliance and verification requirements

You agree not to misrepresent your investor status and not to provide access to any restricted areas or documents to unauthorized persons.

5. Acceptable Use

By using the Sites, you agree that you will not:

  • Engage in unlawful, fraudulent, or harmful activities
  • Attempt to gain unauthorized access to restricted areas, systems, or accounts
  • Interfere with Site functionality or security
  • Upload viruses, malware, or harmful code
  • Scrape, harvest, or mine data without express written permission
  • Misrepresent your identity or affiliation
  • Use the Sites to distribute unsolicited or commercial messages
  • Copy, reproduce, or distribute proprietary investment materials without authorization

We may suspend or terminate access for any violation.

6. User Accounts & Access Credentials

Certain services require an account or login credentials.

You agree to:

  • Provide true and accurate information
  • Maintain the confidentiality of your credentials
  • Notify us of any unauthorized access or security concerns
  • Not share credentials or access with third parties

You are responsible for all activityactivities conducted under your credentials.

7. Intellectual Property

All content and materials on the Sites, —including text, data, analysis, graphics, logos, trademarks, videos, proprietary investment materials, and other content, —are owned or licensed by Uprise Living and protected by U.S. and international intellectual property laws.

Except where expressly permitted in writing, you may not:

  • Copy, reproduce, modify, or distribute materials
  • Create derivative works
  • Use trademarks, trade names, or branding
  • Publish or disclose proprietary materials

Personal, non-commercial viewing is permitted solely for evaluating potential participation in an Uprise Living investment.

8. Confidentiality of Investment Materials

By accessing any investor portal, data room, offering materials, or performance reports, you agree:

  • All such materials are confidential
  • You will not copy, disclose, forward, or publish them
  • You will use them solely for evaluating a potential or existing investment
  • You will comply with any NDAs or confidentiality terms governing your access

Unauthorized disclosure is strictly prohibited.

9. Third-Party Links and Tools

The Sites may contain links to external platforms, service providers, custodians, analytics tools, or third-party resources.

Uprise Living is not responsible for:

  • Content on third-party websites
  • Accuracy or completeness of external information
  • Third-party privacy or data-handling practices
  • Any transactions or interactions conducted with third parties

Accessing third-party sites is done at your own risk.

10. Privacy and Cookies

Our Privacy Policy and Cookie Notice explain how we collect, use, store, and protect information. Your use of the Sites signifies your consent to those policies.

11. No Warranty

The Sites and all content provided through them are made available “as is” and “as available,” without warranties of any kind, either express or implied.

Uprise Living does not guarantee that:

  • The Sites will be uninterrupted, secure, or error-free
  • Content is complete, accurate, or up to date
  • Defects will be corrected
  • Forward-looking statements or projections will materialize

You use the Sites at your own risk.

12. Limitation of Liability

To the fullest extent permitted by law, Uprise Capital, its affiliates, officers, employees, and partners shall not be liable for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or relating to:

  • Use or inability to use the Sites
  • Reliance on any content or forward-looking statements
  • Unauthorized access, cyber incidents, or data loss
  • Interruption, delay, or technical failures
  • Errors or omissions in content

Your exclusive remedy is to discontinue use of the Sites.

13. Indemnification

You agree to indemnify, defend, and hold harmless Uprise Living, its principals, employees, and affiliates from any claims, losses, damages, liabilities, and expenses arising out of:

  • Your use of the Sites
  • Your breach of these Terms
  • Your violation of applicable law or third-party rights
  • Any misuse of confidential or proprietary materials

14. Securities Law Compliance

You acknowledge that:

  • Any securities described may be offered only through proper offering documents.
  • Interests may be offered pursuant to exemptions from registration under the Securities Act of 1933.
  • No securities are offered on the Sites unless expressly stated and accompanied by required offering documents.
  • Transfer of securities is restricted by law and by contract.
  • Past performance is not indicative of future results.

Nothing on the Sites constitutes general solicitation unless expressly stated in connection with a Regulation D 506(c) offering.

15. Copyright Complaints (DMCA)

If you believe copyrighted material has been used on the Sites without authorization, send a written notice containing:

  • Identification of the copyrighted work
  • Location of the allegedly infringing material
  • Your contact information
  • A statement of good-faith belief
  • A statement that the information is accurate and you are authorized to act
  • Your electronic or physical signature

DMCA Contact:
Email: legal@upriseliving.com

16. Changes to These Terms

We may update these Terms periodically to reflect:

  • Changes in law
  • Updates to our services
  • Modifications to Site functionality

The “Last Updated” date indicates the most recent revision. Continued use of the Sites after any update constitutes acceptance of the revised Terms.

17. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Texas, without regard to conflicts of law principles.

You agree that all disputes shall be resolved exclusively in state or federal courts located in Texas.

18. Contact Information

For questions regarding these Terms, please contact:

Uprise living – Legal & Compliance
Email: legal@living.com

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