Investors Circle Terms & Conditions

Effective Date: September 21, 2026

Version: 1.0

These Terms and Conditions govern participation in the Investor’s Circle program offered by Shafritz & Dean, LLC (“S&D,” “we,” “us,” or “our”). By selecting “I Agree,” submitting your email address, or continuing to participate in Investor’s Circle after receiving notice of updated Terms, you acknowledge that you have read, understood, and agreed to these Terms.

1. Purpose of Investor’s Circle

Investor’s Circle is a voluntary, private information-sharing program intended to allow participating real-estate investors, property owners, and holders of contractual rights concerning real estate to circulate information about properties or assignable contractual interests that may be available for acquisition for investment or other business purposes.

S&D’s role is limited to receiving property information from a submitting participant and electronically distributing that information to other participants. Unless expressly agreed otherwise in a separate written agreement, Investor’s Circle is not a multiple-listing service, brokerage platform, auction, exchange, or public marketplace operated on behalf of any buyer or seller.

Participation does not guarantee that any property will be accepted or circulated, that any participant will respond, or that any transaction will result.

2. Investor-Only Program

Investor’s Circle is intended exclusively for bona fide real-estate investors acquiring property primarily for one or more of the following purposes:

1. rental or other income-producing use;
2. rehabilitation, renovation, or improvement;
3. resale;
4. development or redevelopment;
5. construction;
6. commercial or business use;
7. investment appreciation; or
8. another legitimate business or investment purpose approved by S&D.

Investor’s Circle is not intended for persons seeking to purchase:

• a primary residence;
• a second or vacation home for personal or family use;
• property primarily for personal, family, or household purposes; or
• property with consumer-purpose financing inconsistent with the intended commercial nature of the program.

By joining Investor’s Circle and each time a participant responds to or pursues a property opportunity, the participant represents that the participant is acting for a bona fide business or investment purpose and not primarily for a personal, family, or household purpose.

Acquisition through a limited liability company, corporation, partnership, trust, or other entity does not by itself establish a business purpose. The participant’s representation must be consistent with the participant’s actual intended use of the property and the actual purpose of any financing.

A participant must notify S&D promptly and before entering into a purchase agreement if:

1. the participant or a related person may occupy the property as a primary residence, second home, or vacation home;
2. the participant intends to obtain consumer-purpose financing;
3. the intended use changes from an investment or business purpose to a personal, family, or household purpose; or
4. any statement previously made concerning the participant’s intended use or financing becomes inaccurate.

S&D may decline to distribute an opportunity to a participant, impose additional terms, require a transaction-specific certification, suspend participation, or remove a participant if S&D determines that a proposed acquisition may not qualify as a bona fide investment or business-purpose transaction.

3. Eligibility and Participation

Participation is limited to persons and entities approved by S&D. Participants must be at least 18 years old, capable of entering legally binding contracts, and engaged or interested in bona fide real-estate investment activities.

S&D may require information reasonably necessary to confirm a participant’s identity, authority, investment status, intended use of a property, or compliance with these Terms. Such information may include:

• the participant’s individual and entity names;
• business contact information;
• the nature of the participant’s investment activities;
• intended property uses;
• anticipated sources and purposes of financing; and
• confirmation that the participant is not seeking a primary residence or consumer-purpose second home.

Each participant shall provide accurate and complete information and promptly update that information when it changes.

An individual accepting these Terms on behalf of a company, limited liability company, partnership, trust, or other entity represents that the individual has authority to bind that entity.

S&D may approve, reject, suspend, limit, or terminate participation at any time, with or without cause or prior notice. Participation is personal to the approved participant and may not be transferred or shared with another person or entity without S&D’s consent.

4. Submission of Property or Contract-Assignment Opportunities

A participant submitting an opportunity through Investor’s Circle (“Submitting Participant”) may submit either:

1. a property owned by the Submitting Participant or by a person who has authorized the submission; or
2. the Submitting Participant’s contractual right to acquire a property, where the Submitting Participant intends to assign that right to another investor.

Each submission must clearly and accurately identify whether the opportunity involves:

• a direct purchase from the property owner;
• an assignment of a purchase and sale agreement or other contractual interest;
• a double or simultaneous closing;
• an option or other contractual right to acquire the property; or
• another transaction structure, which must be accurately described.

A Submitting Participant shall not state or imply that the participant owns, is listing, or is selling the real property if the participant owns only contractual rights concerning the property.

1. Property Owned by or Marketed With Authority of the Owner

If the submission concerns a direct sale of the property, the Submitting Participant represents and warrants that:

1. the participant owns the property, is authorized by the owner to submit the information, or is a properly licensed real-estate professional authorized to market the property;
2. the submission and its distribution do not violate any listing agreement, marketing agreement, confidentiality obligation, court order, law, regulation, or third-party right; and
3. all necessary owner, broker, lender, court, association, or other consents have been obtained.

1. Assignment of Contractual Rights

If the submission concerns an assignment of contractual rights, the Submitting Participant represents and warrants that:

1. the Submitting Participant is a named purchaser, assignee, option holder, or other holder of enforceable contractual rights relating to the property;
2. the underlying agreement has been executed by the necessary parties and, to the Submitting Participant’s knowledge, remains valid and in effect;
3. the Submitting Participant has not terminated, assigned, released, or otherwise relinquished the contractual rights being offered;
4. the underlying agreement permits assignment, or all consent required for the proposed assignment has been or will be obtained before the assignment becomes effective;
5. marketing or offering the contractual rights does not violate the underlying agreement, any confidentiality provision, applicable law, or any third-party right;
6. the Submitting Participant is not in default under the underlying agreement and has timely paid any required earnest money or other consideration, except as expressly disclosed;
7. all material deadlines, contingencies, closing dates, extension rights, assignment restrictions, seller-consent requirements, and known defaults affecting the contractual interest have been accurately disclosed;
8. the proposed assignment fee or other compensation payable to the Submitting Participant will be separately and accurately disclosed to the prospective assignee before the assignee becomes obligated;
9. the Submitting Participant will not represent that S&D has reviewed, approved, verified, or guaranteed the underlying agreement or the assignability or enforceability of the contractual rights; and
10. the Submitting Participant will promptly notify S&D if the underlying agreement is amended, extended, terminated, disputed, assigned to another person, placed in default, or otherwise becomes unavailable.

S&D may require the Submitting Participant to provide a copy of the underlying agreement and relevant amendments, notices, or consents before circulating an assignment opportunity. S&D’s receipt or review of those documents for program-administration purposes does not constitute a legal opinion that the agreement is valid, enforceable, assignable, or suitable for the proposed transaction.

Unless expressly stated in a separate written legal engagement, S&D does not represent either the Submitting Participant or a prospective assignee concerning the proposed assignment.

1. Information and Distribution Rights

For every submission, the Submitting Participant further represents and warrants that:

1. all information submitted is accurate to the participant’s knowledge and is not materially false, incomplete, or misleading;
2. all required consents and permissions have been obtained for the distribution of photographs, documents, names, contact information, and other submitted materials;
3. the opportunity is being offered only to bona fide investors for investment or business purposes;
4. the Submitting Participant has disclosed all material information reasonably necessary to prevent the submission from being misleading;
5. the Submitting Participant will promptly notify S&D if the property or contractual interest is placed under contract, assigned, withdrawn, sold, terminated, or otherwise becomes unavailable; and
6. the Submitting Participant will comply with all laws applicable to the transaction and to the marketing, sale, or assignment of the applicable property or contractual interest.

The Submitting Participant grants S&D a nonexclusive, royalty-free license to reproduce, format, and distribute the submitted information and materials for Investor’s Circle purposes.

S&D may refuse, edit for format or length, postpone, limit, or discontinue any circulation. S&D is not obligated to independently verify submitted information, determine whether a contract is assignable or enforceable, or explain a decision not to distribute an opportunity.

5. Transaction-Specific Investment Certification

S&D may require a participant pursuing a particular property to certify, before receiving additional information, submitting an offer, entering into a contract, or closing, that:

1. the property is being acquired primarily for a bona fide investment, rental, rehabilitation, development, resale, commercial, or other business purpose;
2. neither the participant nor a related person presently intends to use the property as a primary residence, personal second home, or vacation home;
3. any financing obtained will be consistent with the represented investment or business purpose;
4. all statements made to S&D, a seller, lender, broker, title insurer, or other transaction participant concerning occupancy, use, and financing will be accurate and complete;
5. the participant will promptly disclose any change in intended occupancy, use, or financing; and
6. S&D may decline to participate in or conduct the transaction if S&D determines that the transaction is inconsistent with Investor’s Circle requirements or presents legal, ethical, underwriting, or compliance concerns.

S&D may rely upon a participant’s certifications without independently investigating them. A false or misleading certification constitutes a material breach of these Terms and grounds for immediate removal from Investor’s Circle.

Nothing in these Terms determines whether a transaction or extension of credit legally qualifies as business-purpose or consumer-purpose. That determination depends upon the actual facts and applicable law and may be made independently by lenders, regulators, courts, or other parties.

6. No Verification or Recommendation

All property information is supplied by third parties. S&D does not independently verify and makes no representation or warranty concerning:

• ownership or authority to sell;
• title, liens, taxes, zoning, utilities, access, surveys, boundaries, acreage, environmental conditions, or code compliance;
• physical condition or needed repairs;
• rents, leases, occupancy, expenses, income, valuation, after-repair value, or investment returns;
• the availability, classification, or terms of financing;
• whether financing or a transaction qualifies as business-purpose or is exempt from any consumer-protection law;
• the suitability of a property for any investment strategy;
• the enforceability of proposed transaction terms; or
• the completeness, accuracy, timeliness, or continued availability of any opportunity.

Distribution through Investor’s Circle is not an endorsement or recommendation of the property, seller, buyer, broker, contractor, lender, investment strategy, or proposed transaction.

Each participant must conduct independent legal, financial, tax, title, environmental, physical-condition, financing, and investment due diligence using professionals of the participant’s own choosing.

Each participant is solely responsible for determining whether a property and transaction are appropriate for the participant’s objectives, experience, financial circumstances, and risk tolerance.

7. No Investment, Tax, or Financial Advice

Neither S&D nor Investor’s Circle provides investment, securities, accounting, tax, lending, financial-planning, valuation, construction, property-management, or business advice through the program.

Any estimates of value, repair costs, rent, income, expenses, capitalization rates, resale proceeds, or anticipated returns contained in a property submission are supplied by third parties and have not been verified by S&D.

Participants should consult their own attorneys, accountants, lenders, financial advisers, contractors, inspectors, and other professionals before making an investment decision.

8. No Brokerage Services

Unless S&D expressly agrees otherwise in a separate written agreement permitted by applicable law, S&D is not acting as a real-estate broker, salesperson, agent, finder, or fiduciary for any participant.

S&D will not through Investor’s Circle:

• represent a buyer or seller as a real-estate broker;
• determine or advise concerning price or transaction terms;
• negotiate or transmit negotiations on behalf of a party;
• show property;
• prepare or procure offers as a broker;
• recommend that a participant purchase or sell a property; or
• undertake duties customarily performed by a real-estate broker.

Interested participants must communicate directly with the Submitting Participant or the licensed real-estate professional identified in the property notice.

No participant may state or imply that S&D is listing, marketing as broker, recommending, approving, or guaranteeing a property or transaction.

9. No Attorney-Client Relationship

Participation in Investor’s Circle, submission or receipt of property information, and communications concerning the program do not create an attorney-client relationship between S&D and any participant.

Information distributed through the program is not legal advice. S&D has no duty to protect a participant’s interests, monitor deadlines, identify legal issues, disclose information concerning another participant, or take action regarding a property or transaction unless S&D separately agrees in writing to provide legal services.

An attorney-client relationship with S&D arises only through a separate written engagement or other express written confirmation from an authorized S&D attorney. These Terms are not an engagement letter.

Participants should obtain independent counsel whenever their interests may conflict with those of another participant or when S&D cannot represent them.

10. No Confidentiality

Property submissions and ordinary Investor’s Circle communications are intended for distribution and are not confidential or privileged.

Participants must not submit confidential, privileged, proprietary, personally identifying, or sensitive information unless S&D has expressly requested it through a secure method. S&D is not responsible for subsequent copying, forwarding, publication, or use of information distributed to participants.

Participants shall not use membership lists, email addresses, or contact information obtained through Investor’s Circle for unrelated solicitation, resale, mass marketing, or distribution to third parties.

11. Direct Dealings Between Participants

Any discussion, offer, contract, inspection, deposit, financing arrangement, or transaction is solely between the applicable buyer, seller, and their respective representatives.

S&D is not responsible for:

• the conduct, solvency, authority, identity, or performance of any participant;
• disputes between participants;
• deposits or funds delivered outside an S&D closing;
• circumvention, confidentiality, commission, referral, or procuring-cause claims;
• the classification of a transaction or loan as business-purpose or consumer-purpose; or
• losses arising from reliance on information distributed through the program.

Participants are responsible for documenting their own agreements and protecting their own legal rights.

12. Selection of Closing and Other Service Providers

Participants are free to select their own brokers, lenders, inspectors, contractors, accountants, financial advisers, and other professionals, subject to applicable law and any valid contractual or lender requirements.

S&D may be available to provide closing, title, or legal services if separately requested or designated and if S&D determines that it may ethically and legally accept the engagement.

Participation in Investor’s Circle does not itself create a closing or legal-services engagement. Any services provided by S&D in connection with a transaction will be governed by separate disclosures, engagement terms, closing documents, and fees.

S&D may decline or withdraw from a closing or legal engagement because of a conflict of interest, lender requirement, title or underwriting issue, inaccurate participant certification, capacity limitation, legal or ethical concern, or other good-faith reason.

13. Participant Conduct

Participants shall not:

• submit false, deceptive, unlawful, discriminatory, or materially incomplete information;
• misrepresent their identity, authority, financial capacity, intended occupancy, intended use, financing purpose, or relationship with S&D;
• characterize a personal, family, or household acquisition as a business-purpose transaction;
• use Investor’s Circle to acquire a primary residence or consumer-purpose second home without S&D’s prior written approval;
• make inconsistent representations concerning occupancy or purpose to S&D, a seller, lender, broker, insurer, governmental authority, or other transaction participant;
• use the program to engage in fraud, harassment, unlawful discrimination, collusion, price-fixing, or other unlawful conduct;
• transmit malware or attempt unauthorized access to systems or information;
• redistribute a property notice in violation of the sender’s stated restrictions;
• send unsolicited bulk communications to other participants;
• claim that Investor’s Circle membership constitutes approval, certification, or endorsement by S&D; or
• use S&D’s name, logo, or marks without written permission.

Each participant must comply with all applicable licensing, advertising, fair-housing, privacy, securities, lending, consumer-protection, and real-estate laws.

14. Email Communications and Withdrawal

By joining Investor’s Circle, a participant consents to receive property opportunities, program notices, administrative communications, and related communications from S&D at the email address provided.

A participant may unsubscribe through the link included in an email or by contacting [email protected]. Unsubscribing terminates or suspends participation but does not affect obligations arising before withdrawal.

Participants may not remove or alter required sender identification, disclaimers, or unsubscribe information when forwarding an Investor’s Circle communication.

15. No Guarantee of Delivery or Availability

S&D does not guarantee that a communication will be delivered, received, opened, or acted upon. Opportunities may be distributed at different times, may be withdrawn without notice, and may already be under discussion or contract when received.

S&D has no obligation to distribute opportunities in any particular order or to provide every participant identical access or notice.

16. Disclaimer of Warranties

INVESTOR’S CIRCLE AND ALL INFORMATION DISTRIBUTED THROUGH IT ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, S&D DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, PROFITABILITY, INVESTMENT PERFORMANCE, AND AVAILABILITY.

S&D DOES NOT WARRANT THAT ANY PROPERTY, TRANSACTION, OR FINANCING WILL QUALIFY AS BUSINESS-PURPOSE OR WILL BE EXEMPT FROM ANY PARTICULAR FEDERAL OR STATE LAW.

17. Limitation of Liability

To the maximum extent permitted by law, S&D and its members, attorneys, employees, and agents shall not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, lost profits, lost opportunities, loss of data, or damages arising from dealings between participants.

Nothing in these Terms limits liability that cannot lawfully be limited or modifies duties arising under a separate attorney-client engagement.

18. Indemnification

Each participant agrees to defend, indemnify, and hold harmless S&D and its members, attorneys, employees, and agents from claims, liabilities, damages, costs, and reasonable attorneys’ fees arising out of:

• information or materials submitted by that participant;
• the participant’s breach of these Terms;
• a false or misleading representation concerning investment purpose, occupancy, property use, financing, or authority;
• the participant’s violation of law or third-party rights; or
• the participant’s dealings with another participant,

except to the extent finally determined to have resulted from conduct by S&D for which indemnification is prohibited by law or applicable professional-conduct rules.

19. Suspension and Termination

S&D may remove a participant, suspend communications, reject submissions, or terminate Investor’s Circle at any time.

Grounds for suspension or removal include:

• suspected misconduct;
• repeated inaccurate submissions;
• misuse of participant information;
• complaints from other participants;
• violation of law or these Terms;
• failure to provide a requested investment-purpose certification;
• proposed owner occupancy or consumer-purpose use;
• false or inconsistent representations concerning occupancy, use, financing, or investment purpose;
• legal, ethical, underwriting, or compliance concerns; or
• conduct inconsistent with the intended professional and commercial nature of Investor’s Circle.

Termination does not affect provisions that by their nature should survive, including confidentiality restrictions, disclaimers, limitations of liability, indemnification, and governing-law provisions.

20. Changes to the Program or Terms

S&D may modify Investor’s Circle or these Terms. Material changes will be communicated by email or displayed when a participant next accesses or uses the program.

When legally appropriate, continued participation after the effective date of revised Terms constitutes acceptance. S&D may require affirmative acceptance of revised Terms before further participation.

21. Electronic Records and Signatures

The participant consents to conducting Investor’s Circle enrollment and program communications electronically.

The participant agrees that selecting “I Agree,” checking an acceptance box, submitting an electronic enrollment form, or providing another electronic indication of assent constitutes the participant’s electronic signature and has the same force and effect as a handwritten signature.

S&D may retain the participant’s name, email address, acceptance date and time, internet protocol address, accepted version number, and other electronic records reasonably associated with the participant’s acceptance.

The participant may request a copy of the then-current Terms by contacting S&D.

22. Governing Law and Venue

These Terms are governed by Georgia law, without regard to conflict-of-law principles.

Any action arising from Investor’s Circle or these Terms shall be brought in a court of competent jurisdiction in FULTON County, Georgia, except where applicable law requires otherwise.

23. General Provisions

These Terms constitute the entire agreement concerning participation in Investor’s Circle and supersede prior program-related communications. They do not supersede a separate legal-services engagement, purchase agreement, closing agreement, brokerage agreement, or other transaction document.

If any provision is held unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions will remain effective. A failure to enforce a provision is not a waiver.

A participant may not assign membership without S&D’s written consent.

These Terms do not create a partnership, joint venture, agency, fiduciary relationship, attorney-client relationship, or third-party beneficiary relationship.

Headings are provided for convenience and do not limit the meaning of any provision.

24. Contact

Questions, submissions, withdrawal requests, disclosures concerning intended occupancy or financing, and other notices regarding Investor’s Circle should be sent to:

Shafritz & Dean, LLC
5825 Glenridge Dr NE #2-102, Atlanta GA 30328
[email protected]
404-255-8183

ACCEPTANCE

By checking the box below and submitting my enrollment information, I confirm that:

• I have read and agree to the Investor’s Circle Terms and Conditions;
• I am at least 18 years old and have authority to accept these Terms individually and, if applicable, on behalf of the identified entity;
• I am participating as a bona fide real-estate investor;
• properties pursued through Investor’s Circle will be acquired primarily for investment, rental, rehabilitation, development, resale, commercial, or another legitimate business purpose;
• I am not using Investor’s Circle to acquire a primary residence or consumer-purpose second home;
• I will disclose any proposed owner occupancy, personal use, consumer-purpose financing, or change in intended use;
• I understand that forming or using an entity does not by itself establish a business purpose;
• I understand that Investor’s Circle does not provide brokerage, investment, tax, financial, or legal advice;
• I understand that participation does not create an attorney-client relationship; and
• I consent to receive Investor’s Circle communications and conduct program enrollment electronically.