Updated June 1, 2022

You are viewing the website for WHSE Partners, LLC, a California limited liability company established in 2020 (“WHSE Partners”). WHSE Partners manages private commercial real estate investments where qualified investors can invest in available opportunities. WHSEPartners.com (the “Website”) lists offerings intended only for accredited investors as defined in the Terms and Conditions.

WHSE Partners is not a registered broker-dealer or investment advisor and no communication from WHSE Partners through the website or otherwise is intended to be or should be construed as investment, tax, financial, accounting or legal advice.

Investment opportunities displayed on the Website are generally, but not exclusively, offered under Rule 506 of Regulation D and are only suitable for, intended for and available to “accredited investors” as defined under Rule 501 of Regulation D who are registered with WHSE Partners. Information on the website (including information regarding targeted returns or investment performance) is subject to change. Forward-looking statements, hypothetical information or calculations, financial estimates and targeted returns are inherently uncertain. Nothing posted or shown on the should in any way be construed to represent an indication of or imply future performance of any product or service of WHSE Partners.  Such information should not be used as a primary basis for an investor’s decision to invest. Investments in private placement are speculative and involve a high degree of risk.  Investments in private placements are also highly illiquid. You should not invest in these offerings unless you are willing to accept the risks associated with private investments and are able to bear the loss of your entire investment. WHSE Partners recommends that you consult with a financial advisor, attorney, accountant, and any other professional that can help you to understand and assess the risks associated with any investment opportunity.

EACH TIME YOU USE THE WEBSITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE THESE TERMS AND CONDITIONS IN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED HEREIN, DO NOT USE THE WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OF USE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE.

YOUR COMPLIANCE WITH THESE TERMS AND CONDITIONS OF USE IS A CONDITION TO YOUR RIGHT TO ACCESS THE WEBSITE. YOUR BREACH OF ANY PROVISION OF THESE TERMS AND CONDITIONS OF USE WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE WEBSITE AND YOU WILL BE FULLY LIABLE FOR CONVERSION, MISAPPROPRIATION, TRESPASS TO CHATTELS AND ALL OTHER CLAIMS AND CAUSES, REGARDLESS OF THE IDENTITY OF CLAIMANT OR INJURED PARTY, ARISING FROM OR RELATING TO YOUR CONTINUED USE OF THE WEBSITE AFTER SUCH BREACH.

General

WHSE Partners grants you a limited right to use the Website. The individual user shall not use the Website in any way that is fraudulent or unlawful. Your right to use the Website is subject to your agreement to abide by the Terms and Conditions of Use in their entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Website. At any time and for any reason WHSE Partners may revoke your right to use all or any portion of the Website. WHSE Partners reserves the right to make changes to the Website and the Terms and Conditions of Use at any time without prior notice to you. For this reason, each time you use the Website, you should visit and review the then-current Terms and Conditions of Use that apply to your use of the Website. The Website and the Content is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. As a condition of your use of the Website, you agree to indemnify and hold WHSE Partners and its Associates (defined below) harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to attorney’s fees), as incurred, arising from your use of the Website or related services or from your violation of the Terms and Conditions of Use.

If you choose to invest in an investment made available on the Website, you will be required to execute various documentation regarding the investments (the “Investment Documents”).  In all events, the commercial transactions which are the subject of the Investment Documents will be governed by such Investment Documents and not these terms, and in the event of any conflict between the terms of the Investment Documents and these terms, the Investment Documents will control.

Direct and indirect purchase of real property involves significant risks, including without limitation market risks, risk related to sale of land and risks specific to a given property. The securities offerings posted on the Website are speculative, are NOT insured by the FDIC or by any other Federal Government Agency, are NOT Bank deposits, are NOT guaranteed by WHSE Partners, and MAY lose value. Investments can and do lose money and you should be prepared to lose your entire investment in any investment made available on the Website. Neither the SEC nor any federal or state securities commission or regulatory authority has recommended or approved any investment or reviewed the accuracy or completeness of any of the information or materials posted on the website. Neither WHSE Partners nor any of its directors, officers, employees, representatives, affiliates or agents shall have any liability whatsoever arising, for any error or incompleteness of fact or opinion in, or lack of care in the preparation or publication, of the materials and communication herein or the or that the valuation of any securities offering is appropriate. Prior performance and/or results are not indicative of future performance.  Any performance information, including “forward looking statements”, is for informational purposes only and should not be relied upon as a basis for investment. Investors must make their own determination of whether or not to make any investment, based on their own independent evaluation of the investment and their risk tolerance. Furthermore, investors should consult their tax advisors regarding the consequences of any investment.

Articles or information from third-party media outside of this domain may discuss WHSE Partners, but WHSE Partners does not approve and is not responsible for any such content. Hyperlinks to third-party sites, or reproduction of third-party articles, do not constitute an approval or endorsement by WHSE Partners of the linked or reproduced content.

No Offers or Reliance

The Information has been prepared solely for purposes of information. The Information is in summary form for convenience of presentation and under no circumstances should the Information be used or considered as an offer to sell or the invitation or solicitation of an offer to buy any product or service offered by WHSE Partners. No such offer or invitation or solicitation will be made prior to the delivery of definitive documentation relating to the specific securities being offered. Before making an investment decision with respect to any investment, potential investors are advised to carefully read the related final documentation and offering memorandum documents (the “Documents”). Further, WHSE Partners does not give or offer any business advice, investment advice, tax or legal advice to anyone using this Website, accordingly, potential investors are advised to consult with their tax, legal and financial advisors with respect to any investment.

Past Performance / Forward-Looking Statements

Nothing herein shall be relied upon as a promise or representation as to past or future performance. The Website may contain forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “targeted,” “projected,” “underwritten,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements concerning the company, property, risk factors, plans and projections. Forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. WHSE Partners undertakes no obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. None of WHSE Partners, the issuer nor any other person or entity assumes responsibility for the accuracy and completeness of forward-looking statements. Investors should conduct their own due diligence and not rely on the financial assumptions or estimates that are displayed on the Website. Investments displayed on the Website are not bank deposits, are not insured by the FDIC or by any other Federal government agency, are not guaranteed by WHSE Partners, and may lose value. Investment opportunities posted on this website are “private placements” of securities that are not publicly traded, are subject to holding period requirements, and are intended for investors who do not need a liquid investment.

NO WARRANTY; LIMITATION ON LIABILITY

BY USING THE WEBSITE, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. THE WEBSITE AND RELATED SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. NEITHER WHSE PARTNERS NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE (COLLECTIVELY, “ASSOCIATES”) WARRANT THAT USE OF THE WEBSITE OR RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER WHSE PARTNERS NOR ITS ASSOCIATES WARRANT THE ACCURACY, INTEGRITY, COMPLETENESS, AVAILABILITY OR TIMELINESS OF THE CONTENT PROVIDED IN THE WEBSITE OR THE MATERIALS OR SERVICES OFFERED IN THE WEBSITE NOW OR IN THE FUTURE. WHSE PARTNERS AND ITS ASSOCIATES SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE WEBSITE, INFORMATION ON THE WEBSITE OR THE RESULTS OBTAINED FROM USE OF THE WEBSITE OR RELATED SERVICES. WHSE PARTNERS AND ITS ASSOCIATES ACCEPTS NO RESPONSIBILITY FOR UPDATING ANY PARTY OF THE WEBSITE OR THE CONTENT THEREIN.

UNDER NO CIRCUMSTANCES WILL WHSE PARTNERS OR ITS ASSOCIATES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, UNAUTHORIZED ACCESS, SYSTEMS FAILURE, COMMUNICATIONS LINE FAILURE, INTERNET FAILURE OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF THE WEBSITE, CONTENT, INCONVENIENCE OR DELAY. THIS IS TRUE EVEN IF WHSE PARTNERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

Any Content downloaded or otherwise obtained through the Website is done at your own discretion and risk and you are solely responsible for any damage to your computer or other electronic system or loss of data that results from the download of any such Content. The foregoing limitation of liability will apply in any action, whether in contract, tort or any other claim, even if an authorized representative of WHSE Partners has been advised of or should have knowledge of the possibility of such damages.

The information and opinions are subject to change without notice and does not purport to be complete.

Updated June 1, 2022

Welcome and thank you for your interest in the WHSE Partners website (the “Website”) owned and operated by WHSE Partners, Inc. (“WHSE Partners”, “We”, “Our”, or “Us”). The Website is home to information about Us, Our services, and Our available private placement real estate offerings. By accessing the Website, the pages contained on it, and the information and material contained or described herein (together the “Information”) you acknowledge your agreement to be bound by, and understanding and acceptance of, these Terms and Conditions of Use, our Privacy Policy and our User Confidentiality Policy.

These Terms of Service govern your access and use of the Website and all publicly available content, services and/or products provided through the Website (collectively, the “Services”). Visitors to the Website and users of the Services are referred to herein individually as “User” and collectively as “Users”. You acknowledge that WHSE Partners is not a registered broker-dealer, investment advisor or crowdfunding portal and does not engage in any conduct that would require such registration. The Services are offered to you subject to your acceptance without modification of all the terms and conditions contained herein and all other operating rules, policies (including without limitation WHSE Partners’ Privacy Policy), any future modifications that may be published from time to time without notice to you or liability for such change on the Website or otherwise provided to you, and any additional terms and conditions to which you have agreed in connection with specific features, applications, products, or services provided by the Website or the Services (collectively, the “Terms”). BY ACCESSING, BROWSING, AND/OR OTHERWISE USING THE WEBSITE OR THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF SERVICE AND ALL OTHER POLICIES AND PROCEDURES POSTED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY SUCH AGREEMENTS, THEN YOU MUST IMMEDIATELY CEASE ACCESS, BROWSING OR OTHERWISE USE THE WEBSITE OR THE SERVICES.

Changes to the Terms

Your use of the Website and the Services is governed by the then-current version of the Terms in effect on the date of such use. WHSE Partners may, at its sole discretion, modify the Terms and/or other policies and procedures governing the Service at any time without notice or liability by posting the modified Terms, policies or procedures to the Website and revising the “Updated” date. Your continued use of the Services after modified Terms have been posted or otherwise provided to you constitutes your agreement to be bound by the then-current Terms.

Privacy

WHSE Partners takes the privacy of its Users very seriously. Please read WHSE Partners’ Privacy Policy, which is hereby incorporated into these Terms by reference, for information relating to our collection, use and disclosure of your personal information.

Certain Reserved Rights

WHSE Partners reserves the right, in its sole discretion and without notice, to change, delete, improve or correct any information, content, materials and descriptions provided on the Website and to suspend and/or deny access to the Services at any time, including but not limited to, for scheduled or unscheduled maintenance, upgrades, improvements or corrections. WHSE Partners may discontinue or change any product or service described in or offered on or through the Services at any time. Upon termination of these Terms of Use or your access to the Website for any reason or no reason, you will continue to be bound by these Terms of Use which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability. The information and materials on the Website may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and WHSE Partners does not undertake any obligation or responsibility to update or amend any such information. You agree that WHSE Partners and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

Prohibited Conduct

You agree that you are responsible for your own conduct while using the Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms and any applicable law, rules or regulations (including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, (each as amended ) any applicable state “Blue Sky” laws, any other applicable United States federal or state securities laws, regulations and rules, any securities exchange or self-regulatory organization’s rules or regulations, and any applicable foreign laws). Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. By way of example, and not as a limitation, you agree that you may not:

• Use the Services in any manner that could damage, disable, overburden, or impair the Services, or interfere with any other party’s use and enjoyment of the Services;
• Attempt to gain unauthorized access to the Website, the Services, any other WHSE Partners website or service, or the computer systems or networks connected to the Services through hacking, password mining or any other means;
• Create user accounts by automated means or under false or fraudulent pretenses;
• Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;
• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
• Upload, post, email or transmit, or otherwise make available through the Services any inappropriate, defamatory, infringing, obscene, or unlawful content;
• Upload, post, email or transmit, or otherwise make available through the Services any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
• Upload, post, email or transmit, or otherwise make available through the Services any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law, the Terms;
• Impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
• Remove any copyright, trademark or other proprietary rights notices contained in or on the Services;
• Use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or collect information about its Users for any unauthorized purpose;
• Promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;
• Share with or disclose to anyone any information obtained through the Services about any investment offerings;

Accredited Investor

The securities offered on this Website, except where otherwise indicated, may only be purchased by Accredited Investors, as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended. Federal law and regulations restrict investment in any of the securities offerings by non-accredited investors. Before you can invest in any securities offerings on the Website, you must register with WHSE Partners and qualify as an “Accredited Investor. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify your status as an accredited investor. You acknowledge and agree that all information you provide for the registration is complete and accurate. An Accredited Investor shall fall within at least one of the following categories:

• A natural person who has individual net worth,
• Or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of your primary residence;
• Explanation: In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence unless the liability exceed the fair market value of your primary residence).
• A natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
• A bank, insurance company, registered investment company, business development company, or small business investment company;
• An employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
• A charitable organization, corporation, or partnership with assets exceeding $5 million;
• A business in which all the equity owners are accredited investors; or
• A trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
• YOU MUST MEET ONE OF THE ABOVE CRITERIA TO INVEST IN ANY OFFERING POSTED ON WHSE PARTNERS AND PROVIDE THIRD PARTY VERIFICATION. WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS. You agree that, should any material changes occur that might affect your status as an Accredited Investor, you shall immediately provide the WHSE Partners with such information in writing.

Proprietary Rights

WHSE Partners, its affiliates, and its licensors own all right, title and interest in the Website and the Services, including but not limited to (i) the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel” organization, compilation of the content, code, and data, and (ii) all content on the Website, including, without limitation, all articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any user comments (collectively, the “WHSE Partners Materials”). The WHSE Partners Materials do not include User Content (as defined below). You agree to comply with all applicable laws by not copying or using proprietary content, except as allowed by these Terms or by written consent of the owner of the proprietary rights. WHSE Partners hereby grants you a non-exclusive, non-transferable license to download and print the WHSE Partners Materials for your personal, non-commercial use only, provided that you retain all copyright and proprietary notices that are contained in such portion of the WHSE Partners Materials. You may not modify, distribute, share, disclose, transmit, display, reproduce, publish, license, create derivative works from, transfer, or otherwise use the WHSE Partners Materials in any other way, except with the prior written permission of WHSE Partners. You agree that you will not develop or assist anyone else with developing a website or materials that are substantially similar to or based in substantial part on the WHSE Partners Materials. Your access to or use of the Website does not grant or transfer to you ownership interest or any rights in the WHSE Partners Materials other than those rights expressly granted in these Terms.

Feedback

If you provide WHSE Partners with any comments, bug reports, feedback, or proposed modifications for the Services (“Feedback”), WHSE Partners shall have the right to use the Feedback at its discretion, including, but not limited to the incorporation of suggested changes into the Services. You hereby grant WHSE Partners a perpetual, irrevocable, nonexclusive license to incorporate and use your Feedback for any purpose.

Linked Sites

The Website may contain links to third party websites (“Linked Sites”). These links are provided only as a convenience. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by WHSE Partners of any information, materials, products, or services contained in or accessible through any Linked Site. In no event shall WHSE Partners be responsible for the information contained on any Linked Site or your use of or inability to use any Linked Site. When you access Linked Sites, you do so at your own risk, and subject to the Linked Site’s terms and policies.

Securities Products; No Professional Advice Provided

The securities offered on the Website are only suitable for investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of your investment. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless registered with the SEC. Additionally, securities may be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and there is no bank guarantee. All information contained in the Services has been prepared without reference to any particular User’s investment requirements or financial situation. The Services are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority, regulatory or self-regulatory organization or clearing organization, or where WHSE Partners is not authorized to provide such information or services. Some Services may not be available in all jurisdictions or to all clients. The Services and all content, services and features available through the Services are intended for informational purposes only. They are not intended to substitute for professional investment, financial or legal advice. YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON WHSE PARTNERS OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES IN MAKING AN INVESTMENT DECISION. ALWAYS CONSIDER SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR BUSINESS AND/OR INVESTMENTS. The securities being offered have not been registered under the Securities Act, in reliance, among other exemptions, on the exemptive provisions of Regulation D under the Securities Act. Issuers represent and warrant that each offering is structured to qualify as an exempt investment entity under Section 3(c)(1) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), which provides an exemption from registration for a private investment company. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of exemptive provisions from registration due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. No governmental agency has reviewed the offerings posted on this Website and no state or federal agency has passed upon either the adequacy of the disclosure contained herein or the fairness of the terms of any offering. These risks are non-exhaustive and are intended to highlight certain risks associated with investing in securities that are not registered with the SEC. We strongly advise you to consult a legal, tax and financial professional before investing, and carefully review all the specific risk disclosures provided as part of any offering materials AND ASK THE ISSUER ANY QUESTIONS YOU MAY HAVE OR REQUEST ADDITIONAL INFORMATION. WHSE Partners is not a registered broker-dealer, funding portal, investment adviser or investment manager, and does not offer investment advice or advise on the raising of capital through securities offerings.

No Warranties

THE SERVICES, THE WEBSITE, THE WHSE PARTNERS MATERIALS, USER CONTENT, AND ANY OTHER INFORMATION AND MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE OR THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WHEN AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WHSE PARTNERS DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPLIANCE WITH LAWS, CORRECTNESS, ACCURACY, AND RELIABILITY. WITHOUT LIMITING THE FOREGOING, WHSE PARTNERS MAKES NO REPRESENTATION OR WARRANTY THAT USE OF THE SERVICES AND WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Without limiting the generality of the foregoing, WHSE Partners makes no warranty or representation as to the completeness or accuracy of the information provided on the Website, nor as to any Issuer’s compliance with the Investment Company Act, the Investment Advisers Act or the Securities Act. To the maximum extent permissible under law, WHSE Partners assumes no liability or responsibility for any errors or omissions in the content of the Website. WHSE Partners shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Website is at your sole risk. WHSE Partners has not reviewed all of the links provided on the Website and is not responsible for the content of any off-Website pages. Clicking on hyperlinks and visiting any off-Website pages is solely done at your own risk. All representations and warranties made by a Portfolio Company to an issuer pursuant to the securities offering are hereby incorporated by reference.

Indemnification

To the fullest extent permissible by law, you agree to defend, indemnify, and hold WHSE Partners and its directors, officers, employees, and agents harmless from any claim, demand, loss, damage, liability, or expense, including attorney fees and costs, however incurred, including those incurred at trial, in any bankruptcy proceeding, on appeal, and on any petition for review (collective, “Damages”) to the extent that Damages result directly or indirectly from your use of the Services or the Website. WHSE Partners reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with WHSE Partners in the defense of any such claim, action, settlement or compromise negotiations, as requested by WHSE Partners.

Notice

Except as explicitly stated otherwise, legal notices to WHSE Partners should be emailed to info@WHSEPartners.com. Legal notices to you will be provided either to the email or mail address you provide to WHSE Partners during the account registration process or posted on the Website. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Notice will be deemed given three days after the date of mailing or posting on the Website, as applicable. You agree that all notices and other communications that WHSE Partners provides to you electronically (by email or by posting on the Website) satisfies any legal requirement that such notice or communication be in writing.

Third-Party Sites

The Website may contain links to third party websites (“Third-Party Sites”). These links are provided only as a convenience to you. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by WHSE Partners of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event shall WHSE Partners be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that WHSE Partners shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any third-party website or resource. YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION. Your access and use of the Third-Party Sites are governed by the Terms of Use and Privacy Policies of these Third-Party Sites. We strongly encourage you to carefully review the Terms of Use and the Privacy Policies of any Third Party Services from which you access through our Website.

U.S. Jurisdiction

If you are located outside of the United States, you use or access the Website solely at your own risk and initiative. The Service is controlled and operated from facilities within the United States. WHSE Partners makes no representations that the Service is appropriate or available for use in any other jurisdictions. Accessing the Service is prohibited from territories where the Content is prohibited. Securities offerings are only directed at, or intended for purchase or investment by investors in jurisdictions that permit general solicitation of unregistered securities. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. Subscriptions to invest in any offering referred to on this Website must only be made on the basis of the offering document relating to the specific investment and through a registered entity. The content, material and information contained on the Website does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Website can only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content provided on this Website does not constitute an offer or solicitation to sell securities referred to on this Website, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. Applications to invest in any offering referred to on this Website must only be made on the basis of the offering document relating to the specific investment and through a registered entity. This Website is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you. You should satisfy yourself before accessing the Website that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside.

Entire Agreement

The Terms (including the documents and instruments referred to in the Terms) constitute the entire agreement and understanding of the parties with respect to the subject matter of the Terms, and supersede all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter.

Updated June 1, 2022

Your Privacy is Important to Us

WHSE Partners, LLC (“WHSE Partners”, “We”, “Our”, or “Us”) values the privacy of the visitors to its website (“Website) and the users of the services provided thereon (individually, “User” or “you”, and collectively, “Users”), and makes it a priority to protect any personally identifiable information it obtains from its Users. This Privacy Policy explains WHSE Partners’ collection, use, and protection of your personal information on and in connection with the WHSE Partners.com website (“Website”) and all content, services and/or products provided through the Website (collectively, the “Services”). If you have any questions that this policy does not address, please contact us info@WHSEPartners.com. By accessing the Services, registering as a user, using our Service or by otherwise submitting your personal information to us, you give your consent to the collection and use of personal information as explained in this policy. The term “personal information” refers to non-public information that personally relates to or identifies you (such as your name, password, age, gender, email address, postal mailing address, zip code, home/mobile telephone number, Social Security number and/or taxpayer identification number, investment objectives, investment experience, assets and income, and other similar information). Non-personally identifiable information collected on the Website may include, without limitation, website pages viewed, sites visited before visiting the Site, frequency of visits, clickstream data, browser type, operating system, organization name, articles, internet connection speed, presentations viewed, time spent viewing pages of our website or using certain features of our website, demographic data such as server locations, clickstream data, location services, server location, cookies existing on your computer, search criteria used and results, date and time of access or visits to our website, frequency of visits to our website, connection speed, and other information which does not specifically identify you.

Our Pledge to You

We are required by law and regulatory bodies to ask for certain information in order to provide our Services to you. WHSE Partners makes commercially reasonable best efforts to maintain the confidentiality, integrity and security of our clients’ personal information. Keeping client information secure and using it only as our Users want us to, are matters of principle for all of us at WHSE Partners. With this in mind, here is our commitment to each and every User: Except as you may otherwise expressly approve, we will limit the collection and use of client and user information to what we believe would be useful to service your accounts, administer our business, or to tell you about our Services;

• We will restrict employee access to client and user information to those who need to know in order to provide Services to you.
• We will educate our employees according to our internal policies to reinforce the importance of confidentiality and client and user privacy.
• We will maintain commercially reasonable and customary security standards and procedures to protect information about you.

Updates and Changes to Privacy Policy

In the event of a change in this policy, a revised Privacy Policy will promptly be posted to our Website, and the “Updated” date will be changed. If the revised Privacy Policy contains a material change to how we collect or use personal information, notice of the change will be emailed to you or posted on the Website’s home page. Please revisit this page to familiarize yourself with changes to the Privacy Policy. You agree to accept posting of a revised Privacy Policy as described herein as actual notice to you of such revised Privacy Policy. Your continued use of the Services after such posting constitute to the collection and use of your information as described in the then-current Privacy Policy.

How and Why WHSE Partners Discloses Your Information to Third Parties

We limit the sharing of personal information outside WHSE Partners. We do not sell, license, lease, or otherwise disclose your personal information to third parties, except as noted below: We may disclose your personal information when such disclosure is legally required or appropriate pursuant any court orders, subpoenas or any regulations, including responding to court orders and subpoenas, cooperating with government agencies, other regulatory bodies, and law enforcement officials, performing background checks, resolving disputes or performing risk-management functions. To help us improve our Services, we may engage third parties to help us to carry out certain internal functions. Examples of the types of outside companies with which we may share information include administrative and accounting companies that perform services for us, such as data processing, and companies that perform reporting, tax documentation, custody, title or escrow services on our behalf. Use of any personal information we share with these third parties is limited to the performance of the task we request. The third parties with which we share personal information are required to protect it in a manner similar to the way we protect your personal information. We may make certain automatically collected information about your interactions and activities on the Services, such as the business or investment areas of interest to you or that you have invested in, and your past activities, projects or proposals. We further reserve the right to disclose any of your personal information as we believe appropriate or necessary to take precautions against liability, to investigate and defend against any third party claims or allegations, to assist government enforcement agencies, to protect the security or integrity of the Services, or to protect the rights, property or personal safety of WHSE Partners, its Users, Issuers, or others. WHSE Partners may also use and disclose personally identifiable information and non-personally identifiable information: to investigate and help prevent potentially unlawful activity or activities that threaten the integrity of our website or network; to protect and defend our rights or property or the rights or property of others; as required by courts or administrative agencies; and in connection with a financing, sale, merger, or reorganization of WHSE Partners’ business or assets. Any successor in interest to our business would acquire the information we maintain, including personally identifiable. The Website and the offerings therein are intended only for accredited investors (for persons residing in the U.S.), and for persons residing abroad in jurisdictions where securities registration exemptions apply. ie information, and may alter the terms of this Privacy Notice. WHSE Partners does not and will not sell any of your information, including non-personally identifiable or personally identifiable information, to any third party for purposes of advertising, soliciting, or telemarketing.

Our Privacy Policy Does Not Apply to Third-Party Activities or Sites

The Website may provide links to third-party websites for your convenience and information. If you access those links, you will leave the WHSE Partners Website. Any information submitted by you to a third party, including Issuers, will be controlled by that third party’s privacy policy, which may differ from WHSE Partners’. This Privacy Policy does not cover the collection of information by cookies or other methods by such third-party services or other third parties, such as our business partners. We do not control how these third-party services, or third parties collect information or by what means such third-party services, or third parties may use their own cookies to collect information about you. We do not endorse, screen, or approve, and are not responsible for the privacy practices or the content of, other websites or services. We encourage you to review the privacy policy of any company before submitting your personal information.

Keeping Information Safe

We limit access to your personal information to those employees who have a legitimate business need to access such information to provide you with the Services. In keeping with industry standards and practices, we maintain commercially reasonable physical, electronic and procedural safeguards and controls to protect your information. The Website is built upon a secure infrastructure with multiple layers of protection and we use industry standard encryption technologies to safeguard your information. Users are required to identify and authenticate themselves prior to accessing restricted portions of the Services. Generally, identification and authentication take place through the use of your username and a password. You are responsible for keeping your password confidential. We have security standards and procedures in place designed to prevent unauthorized access to your accounts and personal information. A key part of this process helps ensure that all information we have about you is accurate and up to date. If you ever discover inaccuracies in our data or if your personal information changes, notify us at info@whsepartners.com immediately. The transmission of information via the Internet is not completely secure, and for this reason we cannot guarantee the security of information sent to us electronically. If we learn of a security systems breach, we may attempt to notify you electronically so that you can take appropriate protective steps. We may also post a notice on or through the Website and the Services in the event of a security breach. Depending on where you live, you may have a legal right to receive notice of a security breach in writing.

Opt-out Policy

We may at times send you e-mail communications with marketing or promotional materials. If you prefer not to receive such marketing or promotional e-mails from us, you may unsubscribe completely by emailing us at: info@whsepartners.com. Please note that opt-out requests may take up to one (1) week to process. Please also note that at times we may need to send you e-mail communications that are transactional in nature such as service or termination announcements or payment confirmations which are communications you will not be able to opt-out of.

An Ongoing Commitment to Your Privacy

We are committed to protecting the privacy of our former clients as well as our current clients. If you choose to become an inactive client, you will continue to be protected by the policies and principles described in this Privacy Policy for as long as your personal information is retained by us. Should you close your account with us, we will only retain your personal information for as long as necessary to comply with any applicable legal or regulatory requirements.

Children’s Privacy Policy

The WHSE Partners website is not intended for use by children, especially those under eighteen (18) years of age. No one under eighteen (18) years of age is allowed to use the website, provide any personal information or receive our email distributions. We do not knowingly solicit or collect Personally Identifiable Information from children under the age of thirteen (13) or anyone under eighteen years of age. If you believe that a minor has disclosed Personally Identifiable Information to WHSE Partners, please report this to us immediately by emailing us at: info@WHSEPartners.com.

Applicable Law and Jurisdiction

The Website is maintained in the United States of America. By accessing the WHSE Partners website, you consent to and authorize the export of Personally Identifiable Information to the United States of America and its storage and use as specified in this Privacy Notice. This Privacy Notice shall be governed by, construed and entered in accordance with the laws of the State of California applicable to contracts deemed to be made within such state, without regard to choice of law or conflict of law provisions thereof. All disputes with respect to this Privacy Notice shall be brought and heard either in the California State Courts located in Portland, Oregon, or the federal district court for Portland, Oregon. You consent to the in-person jurisdiction and venue of such courts.

YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW.

WHSE Partners Confidentiality Agreement

WHSEPartners.com (the “Website”) is a private, confidential website intended solely for the limited use for which you (and, if applicable, your organization) have been given access. By accessing the Website, the pages contained on it, and the content, information and materials contained or described herein (together the “Information”), you agree that the Website and the Information are of a confidential nature, that you will hold and treat it in the strictest confidence, and that you will not disclose the Information to any other person or entity without the prior written authorization of WHSE Partners, nor will you use the Information in any fashion or manner detrimental to the interest of WHSE Partners (as defined in the Terms and Conditions of Use) or any deal sponsors that have listed investment opportunities on the Website (WHSE Partners and such deal sponsors, each, a “Disclosing Party”). You agree to promptly notify WHSE Partners of any unauthorized use or disclosure of any Information, and you shall be responsible for any breach of your confidentiality obligations as set forth in this User Confidentiality Policy by your employees and agents. Due to the unique nature of the Information, you agree that any breach or threatened breach of this User Confidentiality Policy will cause not only financial harm to the Disclosing Parties, but also irreparable harm for which money damages will not be an adequate remedy. Therefore, any Disclosing Party shall be entitled, in addition to any other legal or equitable remedies, to an injunction or similar equitable relief against any such breach or threatened breach of this User Confidentiality Policy without the necessity of posting any bond.

Contact Information

Please contact WHSE Partners with any questions or comments about this Privacy Policy, your personal information, or your choices with regards to our collection and use of your personal information, by completing our contact form or email at info@WHSEPartners.com