Terms of Use & Legal Disclosures

Legal Entity & Contact

BRiX Financial Technologies Holding Corp. d/b/a BRXXR

(collectively referred to as "BRXXR" or "we")

8400 NW 33rd Street, Suite BRIX

Doral, FL 33122

Email: support@brxxr.com

1. Acceptance of Terms

By accessing, browsing, registering for, or using the BRXXR platform, website, mobile applications, APIs, or any associated services (collectively, the "Platform"), you ("User," "Member," "Subscriber," or "You") unconditionally agree to be legally bound by these Terms of Use (the "Terms"), our Privacy Policy, and all other policies, guidelines, or rules referenced herein. These Terms constitute a legally binding agreement between you and BRiX Financial Technologies Holding Corp. If you do not agree to any provision of these Terms, you must immediately discontinue all use of the Platform and delete your account. Your continued use of the Platform after any modification to these Terms constitutes your irrevocable acceptance of such modifications. It is your sole responsibility to review these Terms regularly for updates.

2. Operating Company

Operator.

The Platform is operated by BRiX Financial Technologies Holding Corp. d/b/a BRXXR.

What BRXXR Is.

BRXXR is a real estate marketplace that lets homeowners and landlords place a home into its own property company and sell shares to investors, lets tenants get priority to buy shares in the home they live in, lets investors (called BRXXRs) review and, where eligible, invest in individual properties, and lets realtors and brokers bring client properties to the marketplace. BRXXR is not a broker-dealer, is not a national securities exchange, and is not a bank. BRXXR does not provide investment, legal, or tax advice.

Regulated Offerings.

Each property is offered through its own SEC-qualified Regulation A offering. Offerings are conducted through Texture Capital, a FINRA-member broker-dealer partner. BRXXR does not hold more than 5% of any property. Before a Regulation A offering is qualified, BRXXR may collect non-binding indications of interest during a "Test-the-Waters" period, as permitted under Regulation A.

Current Status.

Some features described on the Platform, including live investing and secondary trading, become available only once the applicable property offering is SEC-qualified and the required broker-dealer and licensing arrangements are in place. Until then, certain activities on the Platform are for informational and educational purposes, including gauging non-binding interest through Test-the-Waters.

3. Nature of the Platform

IMPORTANT NOTICE

BRXXR is a real estate marketplace platform. It is NOT a broker-dealer, investment adviser, funding portal, or securities exchange. Securities are offered only through Texture Capital, a FINRA-member broker-dealer, under SEC-qualified Regulation A offerings.

Test-the-Waters.

Before a property's Regulation A offering is qualified by the SEC, BRXXR may show the property to investors and collect non-binding indications of interest under a Test-the-Waters process. Indicating interest during Test-the-Waters is not an investment, is not binding, and does not guarantee an allocation once the offering is qualified.

No Actual Securities Transactions Prior to Qualification.

Listings, projected distributions, and property information displayed before an offering is SEC-qualified do not constitute, and shall not be construed as, offers to sell, solicitations of offers to buy, or recommendations to purchase any securities, real estate interests, or financial instruments.

Pending Regulatory Steps.

Each property offering must be qualified by the SEC under Regulation A before real investments can be made. There is no guarantee that any given property will be qualified, or that a qualified offering will fully fund.

No Guarantee of Future Results.

Projected returns, distributions, and any other forward-looking statements displayed on the Platform are estimates only and are not guarantees, predictions, or promises of future results. Distributions and returns may vary and are not guaranteed. All investments carry inherent risks, including the possible loss of principal, and actual results may differ materially from any projections or estimates.

No Professional Advice.

Nothing on the Platform constitutes legal, financial, tax, accounting, or investment advice. You should consult qualified professionals, including attorneys, certified public accountants, and registered investment advisors, before making any investment or financial decisions. BRXXR expressly disclaims any responsibility for decisions made based on information presented on the Platform.

4. Eligibility

You must be at least 18 years of age (or the age of legal majority in your jurisdiction, whichever is greater) and legally capable of entering into a binding agreement under applicable law.

Your use of the Platform must comply with all applicable local, state, national, and international laws, regulations, and sanctions requirements, including but not limited to anti-money laundering (AML), know-your-customer (KYC), and Office of Foreign Assets Control (OFAC) requirements.

You represent and warrant that you are not located in, a national of, or a resident of any country or territory that is subject to comprehensive U.S. sanctions, and that you are not a Specially Designated National (SDN) or otherwise on any U.S. government prohibited parties list.

You represent that all information provided during registration and at any time thereafter is accurate, complete, and current, and you agree to promptly update such information if it changes.

BRXXR reserves the right to refuse service, terminate accounts, or restrict access to the Platform at its sole discretion and without obligation to provide a reason.

5. Joining BRXXR

Joining BRXXR as an investor (a "BRXXR"), tenant, homeowner, or realtor partner is free. There is no subscription fee to create an account or browse properties, and BRXXRs pay no trading fees on the secondary market. Pricing details for any optional services will be published before launch.

Any fees that do apply to a specific offering — such as broker-dealer fees charged by Texture Capital, or third-party transfer agent or custody fees — are disclosed in that offering's documents.

6. Property Applications & Offerings

Applying.

Homeowners, landlords, and realtors can apply to bring a property to BRXXR online. Applications go through AI-assisted document review and a specialist review call before moving forward.

Test-the-Waters.

Once a property passes initial review, BRXXR may open a Test-the-Waters period to gauge non-binding investor interest ahead of a formal offering.

Fractionalization.

Once indicated interest reaches the mortgage payoff, the property moves into fractionalization: our partner completes title, lien and inspection review, the property's own legal entity (series) is formed, the owner agreement is signed, and the series is added to the offering statement for SEC qualification.

SEC-Qualified Offering.

Each property is offered as its own Regulation A series once qualified by the SEC. Only after qualification can investors make binding investments through Texture Capital.

There can be no assurance, representation, or guarantee that any property shown on the Platform will receive SEC qualification, or that any investment will generate returns, preserve capital, or achieve any particular outcome.

Users are solely and exclusively responsible for conducting their own independent due diligence, obtaining professional legal, financial, tax, and accounting advice, and making their own informed decisions. BRXXR expressly disclaims any and all liability for investment losses, financial harm, or adverse outcomes of any kind.

7. User Responsibilities & Prohibited Conduct

You agree and represent that you will:

Provide accurate, current, complete, and truthful information when creating, updating, or maintaining your account, and promptly update such information if it changes.

Maintain the strict confidentiality of your login credentials, passwords, and API keys, and promptly notify BRXXR of any unauthorized access, use, or suspected breach of your account security.

Use the Platform solely for lawful purposes and strictly in accordance with these Terms, all applicable laws, and all posted Platform guidelines and marketplace standards.

Accept sole responsibility for all activities that occur under your account, whether or not authorized by you.

Not share, transfer, sell, or provide access to your account credentials to any third party.

Prohibited activities include, but are not limited to:

Attempting to gain unauthorized access to the Platform, related systems, servers, networks, databases, or other users' accounts through hacking, password mining, brute force attacks, social engineering, or any other unauthorized means.

Reverse-engineering, decompiling, disassembling, copying, reproducing, distributing, modifying, selling, licensing, creating derivative works from, or commercially exploiting any part of the Platform, its source code, algorithms, databases, or Content.

Uploading, transmitting, distributing, or storing any malicious code, viruses, worms, Trojan horses, ransomware, spyware, adware, spam, phishing content, defamatory material, obscene material, or any content that infringes upon the rights of others.

Using automated systems, scripts, bots, crawlers, scrapers, data miners, or similar technologies to access, interact with, or extract data from the Platform without BRXXR's express prior written consent.

Impersonating any person or entity, falsely claiming affiliation with any person or entity, or creating fake accounts for deceptive purposes.

Engaging in any activity that interferes with, disrupts, damages, or imposes an unreasonable burden on the Platform's infrastructure, servers, networks, or performance.

Circumventing, disabling, or otherwise interfering with any security, access control, rate-limiting, or authentication features of the Platform.

Using the Platform to facilitate or promote any illegal activity, including fraud, money laundering, terrorist financing, or sanctions evasion.

Violation of any of the foregoing may result in immediate and permanent termination of your account, referral to law enforcement authorities, and pursuit of all available civil and criminal remedies, including recovery of damages, legal fees, and costs.

8. Financial Projections & Analytical Tools

Any ROI calculators, yield projections, cash flow models, appreciation forecasts, graphs, charts, comparative analyses, and other analytical tools or financial visualizations provided on the Platform are estimates only, illustrative, and based on assumptions that may not reflect actual market conditions, economic factors, or property performance.

In compliance with FINRA Rule 2214 (Requirements for the Use of Investment Analysis Tools), all methodologies, assumptions, inputs, limitations, and material factors used in any projection or calculation are disclosed where applicable. However, these disclosures do not constitute a guarantee, warranty, or assurance of accuracy, completeness, or future performance.

You acknowledge and agree that: (a) projections are inherently uncertain; (b) actual results may differ materially and adversely from any projected outcomes; (c) BRXXR bears no responsibility for any losses, damages, or financial harm arising from your reliance on any projections, tools, or analyses provided on the Platform; and (d) you should independently verify all information and consult qualified professionals before making any financial decisions.

9. Risk Disclosures

RISK WARNING

Real estate investments, securities, and related financial products involve substantial and inherent risks, including but not limited to: market volatility and economic downturns; illiquidity and limited ability to sell or exit positions; loss of part or all of invested principal; changes in interest rates, tax laws, and regulations; environmental liabilities and natural disasters; tenant defaults and vacancy risks; management failures and operational risks; and currency fluctuation risks for international participants.

There is no guarantee that a secondary market for any offering will develop or continue. Any trading that does occur may be limited, may occur only after a holding period, and may be subject to trading restrictions.

Users are solely and exclusively responsible for conducting their own independent due diligence, obtaining professional legal, financial, tax, and accounting advice, and making their own informed decisions. BRXXR expressly disclaims any and all liability for investment losses, financial harm, or adverse outcomes of any kind.

10. Intellectual Property & Proprietary Rights

All text, graphics, logos, icons, images, audio clips, video content, software, source code, object code, algorithms, machine learning models, databases, data compilations, trademarks, trade dress, trade secrets, proprietary methodologies, user interface designs, and other content and materials (collectively, "Content") displayed on or accessible through the Platform are the exclusive property of BRiX Financial Technologies Holding Corp., its affiliates, or its licensors, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws and treaties.

You are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your personal, non-commercial use in accordance with these Terms. This license does not include any right to: (a) copy, reproduce, modify, adapt, translate, or create derivative works from any Content; (b) distribute, publicly display, publicly perform, broadcast, or transmit any Content; (c) sell, license, sublicense, rent, lease, or commercially exploit any Content; (d) use any data mining, robots, or similar data gathering or extraction methods; or (e) remove, alter, or obscure any copyright, trademark, or other proprietary notices.

Any unauthorized use, reproduction, modification, distribution, or exploitation of the Content may violate copyright, trademark, patent, and other applicable laws, and may subject you to civil liability and criminal penalties, including statutory damages, injunctive relief, and recovery of attorney's fees.

11. Payments & Fees

Creating an account and browsing BRXXR is free. Any fees associated with a specific investment, such as broker-dealer fees charged by Texture Capital, are disclosed in that offering's documents. BRXXRs pay no trading fees on the secondary market once trading is available for a given offering.

Where any optional paid service is offered, payment terms will be disclosed at the time of purchase, together with applicable refund and cancellation policies for that service.

12. Indemnification & Hold Harmless

You agree to fully and unconditionally indemnify, defend, and hold harmless BRiX Financial Technologies Holding Corp., its parent companies, subsidiaries, affiliates, officers, directors, members, managers, employees, contractors, agents, licensors, suppliers, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, judgments, settlements, fines, penalties, expenses, and costs of any kind (including reasonable attorney's fees, expert witness fees, court costs, and costs of investigation and litigation) arising out of or in any way related to:

Your access to or use (or misuse) of the Platform, including any actions taken through your account by any person;

Your breach or alleged breach of any provision of these Terms, including any representations and warranties;

Your violation or alleged violation of any applicable law, regulation, rule, or order;

Your infringement or alleged infringement of any intellectual property, privacy, publicity, or other rights of any third party;

Any content, materials, or information you submit, post, transmit, or make available through the Platform;

Any dispute between you and any other user of the Platform; or

Any tax liability, penalties, or interest arising from your use of the Platform or any transaction.

This indemnification obligation shall survive the termination or expiration of these Terms and your use of the Platform.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

BRiX Financial Technologies Holding Corp. AND ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AFFILIATES, CONTRACTORS, AGENTS, LICENSORS, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOST DATA, LOSS OF GOODWILL, COST OF SUBSTITUTE SERVICES, BUSINESS INTERRUPTION, PERSONAL INJURY, EMOTIONAL DISTRESS, OR PROPERTY DAMAGE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF BRXXR HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL BRXXR'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE LESSER OF: (A) THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO BRXXR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD).

THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER THE CLAIM ARISES FROM THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

14. Dispute Resolution, Mandatory Binding Arbitration & Class Action Waiver

Any and all disputes, claims, controversies, or causes of action arising out of, relating to, or in connection with these Terms, the Platform, or your use of the Platform (each, a "Dispute") shall be exclusively resolved through final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, as amended, in Miami-Dade County, Florida, United States of America.

YOU EXPRESSLY, KNOWINGLY, AND VOLUNTARILY WAIVE YOUR RIGHT TO A TRIAL BY JURY.

YOU EXPRESSLY WAIVE YOUR RIGHT TO PARTICIPATE IN, INITIATE, OR BE A MEMBER OF ANY CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. ALL DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY ONLY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

The arbitrator shall have exclusive authority to resolve all Disputes, including threshold questions of arbitrability. The arbitrator's award shall be final, binding, and enforceable in any court of competent jurisdiction. Each party shall bear its own costs and attorney's fees unless the arbitrator determines otherwise. The prevailing party shall be entitled to recover reasonable attorney's fees and costs from the non-prevailing party.

Notwithstanding the foregoing, BRXXR retains the right to seek injunctive relief, temporary restraining orders, or other equitable remedies in any court of competent jurisdiction to protect its intellectual property rights, trade secrets, or confidential information.

15. Privacy, Data Security & Regulatory Compliance

BRXXR collects, processes, stores, and uses personal data in accordance with our Privacy Policy, which is incorporated herein by reference. By using the Platform, you consent to the collection and use of your information as described in the Privacy Policy.

We implement commercially reasonable administrative, technical, physical, and organizational safeguards designed to protect your personal information from unauthorized access, disclosure, alteration, loss, or destruction. However, no method of transmission over the Internet or electronic storage is 100% secure, and we cannot guarantee absolute security.

In connection with investments made through Texture Capital, we and our partners comply with all applicable Anti-Money Laundering (AML) and Know Your Customer (KYC) regulations, SEC Regulation S-P (Privacy of Consumer Financial Information), SEC Regulation S-ID (Identity Theft Red Flags), the Bank Secrecy Act (BSA), the USA PATRIOT Act, the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR) where applicable, and all other applicable data protection and privacy laws.

You acknowledge and agree that BRXXR may share your information with regulatory authorities, law enforcement agencies, and third-party service providers as required by law or as necessary to comply with legal obligations, prevent fraud, or protect the rights and safety of BRXXR and its users.

16. Regulatory Disclosures

BRXXR offerings are made under Regulation A of the Securities Act, through Texture Capital, a FINRA-member broker-dealer. These Terms are updated from time to time to reflect, among other things:

Investor eligibility requirements and suitability standards applicable under Regulation A;

Required SEC/FINRA disclosures, including Form CRS (Customer Relationship Summary) where applicable;

Cross-border participation rules, foreign tax compliance, and FATCA/CRS reporting requirements, where applicable;

Risk disclosures, suitability questionnaires, and investment concentration limits;

Custody, clearing, and settlement procedures;

Complaint handling and dispute resolution procedures in compliance with FINRA Rule 4513; and

Additional regulatory compliance statements as required by applicable law.

17. Suspension & Termination

BRXXR may, in its sole and absolute discretion, suspend, restrict, limit, or permanently terminate your access to the Platform and your account at any time, with or without prior notice, and with or without cause, including but not limited to: violation of these Terms or any Platform policies; suspected fraudulent, abusive, or illegal activity; requests from law enforcement or government agencies; or for any other reason that BRXXR deems necessary to protect the Platform, its users, or its business interests.

Upon termination or suspension for any reason: (a) all rights and licenses granted to you hereunder shall immediately cease; (b) all data, content, and information associated with your account may be deleted at BRXXR's discretion, subject to any records BRXXR or its partners must retain by law; and (c) any securities you hold through Texture Capital remain governed by the applicable offering documents and are not affected by termination of your Platform account.

The provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 10 (Intellectual Property), 11 (Payments), 12 (Indemnification), 13 (Limitation of Liability), 14 (Dispute Resolution), and 18 (Governing Law).

18. Governing Law & Jurisdiction

These Terms and any Dispute arising out of or relating to these Terms or the Platform shall be exclusively governed by, construed, and enforced in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of law provisions, choice of law rules, or principles. To the extent that any judicial proceeding is permitted hereunder, you irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida, and you waive any objection to such jurisdiction or venue on the grounds of inconvenient forum or otherwise.

19. Severability, Waiver & Modifications

If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. BRXXR's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

BRXXR reserves the absolute right to modify, amend, update, replace, or supplement these Terms at any time and for any reason, in its sole discretion. Material changes will be indicated by updating the "Last Updated" date and, where practicable, by posting a notice on the Platform. Your continued access to or use of the Platform after the posting of any modifications constitutes your binding acceptance of the modified Terms. If you do not agree to the modified Terms, your sole remedy is to discontinue use of the Platform and close your account.

20. Force Majeure

BRXXR shall not be liable for any failure or delay in performance of its obligations under these Terms resulting from events beyond its reasonable control, including but not limited to: acts of God; natural disasters; pandemics or epidemics; war, terrorism, or civil unrest; government actions, sanctions, embargoes, or regulatory changes; power failures, internet outages, or telecommunications failures; cyberattacks, denial-of-service attacks, or data breaches caused by third parties; labor disputes or strikes; supply chain disruptions; or any other event that is unforeseeable or beyond BRXXR's reasonable control. During any such event, BRXXR's obligations shall be suspended for the duration of the event, and BRXXR shall use commercially reasonable efforts to resume performance as soon as practicable.

21. Entire Agreement

These Terms, together with the Privacy Policy, any applicable offering documents, and all other policies, guidelines, and rules posted on the Platform and incorporated herein by reference, constitute the entire agreement between you and BRiX Financial Technologies Holding Corp. with respect to the subject matter hereof and supersede all prior or contemporaneous communications, proposals, negotiations, representations, understandings, and agreements, whether oral or written, between you and BRXXR relating to such subject matter. No oral or written statement, representation, or promise not contained in these Terms shall be binding on BRXXR.

22. Electronic Communications Consent

By creating an account or using the Platform, you consent to receive electronic communications from BRXXR, including but not limited to: account notifications, transaction confirmations, service updates, marketing communications, legal notices, and other information relating to your use of the Platform. These communications may be sent via email, push notifications, SMS/text messages, or in-platform messaging. You agree that all notices, agreements, disclosures, and other communications that BRXXR provides to you electronically satisfy any legal requirement that such communications be in writing. You may opt out of marketing communications at any time, but you may not opt out of transactional or legal communications while maintaining an active account.

Contact for Legal or Compliance Matters

BRiX Financial Technologies Holding Corp. d/b/a BRXXR

8400 NW 33rd Street, Suite BRIX

Doral, FL 33122

Email: support@brxxr.com

By using the BRXXR Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use in their entirety. These Terms were last reviewed and updated on January 1, 2025. © 2026 BRiX Financial Technologies Holding Corp. All rights reserved.