Terms of Use

1. Definitions

• “Platform” means the website, application, software, dashboard, communications tools, document tools, and related services operated by 1st Finance.
• “Opportunity” means a real-estate, development, financing, ownership, rental, partnership, or other opportunity displayed or promoted through the Platform.
• “Developer” means the property developer, project sponsor, seller, borrower, lender, broker, title company, law firm, escrow provider, or other third party responsible for an Opportunity.
• “User,” “you,” or “your” means any person accessing or using the Platform.
• “Offering Documents” means the purchase agreement, subscription agreement, disclosure document, reservation agreement, investment memorandum, risk disclosure, privacy notice, payment instructions, and other documents applicable to an Opportunity.

2. Eligibility

You may use the Platform only if:

• You are at least 18 years old;
• You have legal capacity to enter into binding agreements;
• You are not prohibited from using the Platform under applicable law;
• All information you provide is accurate and complete; and
• You satisfy any project-specific eligibility, residency, investor-status, accreditation, suitability, or identity-verification requirements.

An Opportunity may be unavailable in certain provinces, territories, states, countries, or to certain categories of persons.

3. Nature of the Platform

1st Finance provides technology, administrative, marketing, communications, education, document-workflow services. 1st Finance can act by the law as: real-estate broker, dealer, salesperson, agent, investment dealer, portfolio manager, investment adviser, mortgage broker, escrow agent, title company, trustee, fiduciary, bank, money-services business, payment processor, remittance provider, or financial institution.

Where an Opportunity requires a regulated intermediary, funds must be delivered directly to the specified Authorized company, subject to the applicable Offering Documents.

4. Payment and Funds

You must follow only payment instructions contained in the applicable Offering Documents or issued by the authorized recipient. Before sending money, you should independently verify payment instructions by contacting your account manager, seller, or official support channel.

1st Finance is not responsible for losses caused by:

• Fraudulent or altered payment instructions;
• Payments sent to the wrong account;
• Bank delays, rejected transfers, or currency conversion;
• Incorrect information supplied by you or a third party; or
• A Developer’s or authorized recipient’s misuse, loss, freezing, or non-return of funds.

5. Currency and Cross-Border Transactions

Some Opportunities may involve the United States or another jurisdiction. You are responsible for understanding:

• Currency-exchange risk;
• Bank charges and transfer fees;
• Canadian and foreign tax obligations;
• Reporting requirements;
• Withholding taxes, including any applicable U.S. withholding;
• FIRPTA or other U.S. real-estate tax rules, where applicable;
• Foreign-exchange controls;
• Securities, investment, and consumer-protection laws; and
• The legal consequences of signing documents governed by foreign law.

6. Accounts and Security

• You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.
• You must immediately notify us at support@1st.finance if you suspect unauthorized access, fraud, identity theft, or compromise of your account.
• We may suspend or terminate accounts where we reasonably suspect fraud, unlawful conduct, inaccurate information, sanctions concerns, identity issues, or breach of these Terms.

7. Electronic Communications and Signatures

• You consent to receive notices, disclosures, agreements, updates, and other communications electronically at the email address or other contact information associated with your account.
• You agree that electronic signatures, electronic records, click-through acceptance, and electronic communications may satisfy legal writing and signature requirements to the extent permitted by applicable law.
• You agree that your calls with 1st Finance Managers, Account Managers, Sales agents, Legal team representatives and so on, are recorded for purpose of verbal confirmations, discussions, and training purposes.
• You may withdraw consent to electronic communications by contacting legal@1st.finance, but doing so may prevent you from using some or all Platform services.

8. Intellectual Property

The Platform and its content, software, designs, trademarks, logos, text, graphics, databases, and systems are owned by or licensed to 1st Finance and are protected by applicable intellectual-property laws. We grant you a limited, revocable, non-exclusive, non-transferable licence to use the Platform for lawful personal or business purposes in accordance with these Terms.

You must not:

• Copy, modify, reverse-engineer, scrape, distribute, sell, or exploit the Platform;
• Use automated systems without our written permission;
• Remove proprietary notices;
• Upload malicious code;
• Impersonate another person or entity; or
• Use the Platform for unlawful, fraudulent, misleading, or unauthorized purposes.

9. User Content

If you submit reviews, comments, documents, photographs, data, or other materials, you represent that you have the necessary rights to submit them. You grant 1st Finance a worldwide, royalty-free, non-exclusive licence to host, reproduce, display, process, and use that content to operate, improve, secure, and promote the Platform, subject to our Privacy Policy and any applicable confidentiality obligations.

10. Third-Party Services and Links

The Platform may contain links to or integrations with third-party websites, banks, payment providers, Developers, law firms, title companies, escrow providers, identity-verification providers, and other services. Those third parties operate under their own terms and privacy policies. 1st Finance does not control or guarantee them and is not responsible for their acts, omissions, content, security, services, or availability.

11. Disclaimers

To the maximum extent permitted by law, the Platform and its content are provided “as is” and “as available.” 1st Finance does not warrant that:

• The Platform will be uninterrupted, secure and error free;
• Information will be current, accurate, complete, and suitable;
• An Opportunity will be available or completed;
• Any return, income, appreciation, distribution, repayment, or profit will occur; or
• A Developer or transaction will perform as expected.

12. Limitation of Liability

To the maximum extent permitted by applicable law, 1st Finance’s total aggregate liability for all claims arising out of or relating to the Platform will not exceed the greater of: (a) the total fees you paid directly to 1st Finance during the one-month period immediately preceding the event giving rise to the claim; or (b) USD $1,000.

13. Indemnity

You agree to indemnify and hold harmless 1st Finance and its representatives from claims, losses, liabilities, costs, and expenses, including reasonable legal fees, arising from:

• Your breach of these Terms;
• Your unlawful or negligent conduct;
• Information you submit;
• Your dealings with a Developer or third party;
• Your misuse of the Platform; or
• Your violation of another person’s rights or applicable law.

14. Suspension and Termination

We may suspend or terminate access to the Platform at any time where reasonably necessary for security, legal, regulatory, commercial, or operational reasons. Termination does not affect rights or obligations that accrued before termination, including payment obligations, confidentiality, disclaimers, limitations of liability, indemnities, and dispute provisions.

15. Governing Law and Disputes

These Terms are governed by the laws of Illinois, and the federal laws of USA applicable there, without regard to conflict-of-law rules. The courts located in Ontario will have exclusive jurisdiction, subject to any mandatory consumer-protection or other statutory rights. Alternative arbitration clause, if counsel approves: Any dispute will be resolved by confidential arbitration, except that either party may seek urgent injunctive relief from a court of competent jurisdiction.

16. General

These Terms, together with documents incorporated by reference, constitute the agreement between you and 1st Finance regarding the Platform. If any provision is invalid, it will be modified or severed to the minimum extent necessary, and the remainder will continue in effect. You may not assign these Terms without our written consent. We may assign them in connection with a reorganization, financing, sale, or transfer of the Platform.

19. Contact

Legal entity: Crescendo Capital LLC (operating as 1st Finance; manager of the Nirvana Fund) Address: 11905 S. Lawndale Avenue, Unit 1, Alsip, Illinois 60803, United States Phone: +1 (201) 277-2113, Ext. 800 Email: hq@1st.finance Privacy contact: legal@1st.finance