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Sale Event Terms and Conditions

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Scope

These Sale Event Terms and Conditions (these "Terms") apply to each sale event (each, a "Sale Event") conducted for real property, mortgage notes, mezzanine notes or any other type of property or assets (each, a "Property") on RealINSIGHT Marketplace ("RIM"), which are being sold on behalf of the owners of such Properties (each, an "Owner"). "Bidder" means an entity or individual who registers to participate in a Sale Event and "Bid" means the amount a Bidder submits as an offer to purchase a Property. "Buyer" means the Bidder that submits a Bid during a Sale Event that is accepted by Owner in the manner provided in these Terms. Where appropriate, the terms Buyer, Bidder, and Owner also refer to their respective Representatives (as defined herein).

CWFS-REDS LLC ("CW REDS") holds an exclusive license to use and maintain RIM from CWFS Insight LLC ("RI"). CW REDS, together with its retained brokers, auctioneers and auction firms, shall be referred to as "REDS".


In addition to these Terms, the Terms of Use, the Privacy Terms (the "Privacy Terms") and the Frequently Asked Questions (the "RIM FAQs"), together with all other rules, policies and other requirements relating to RIM, any changes to the foregoing, as may be implemented by REDS from time to time, and any other agreement between REDS and Bidder/Buyer with respect to such Bidder's/Buyer's use of RIM (individually and collectively, the "Additional Terms") are incorporated into these Terms by reference and shall apply to any usage of RIM by a Bidder/Buyer. By using RIM and any related services, each Bidder/Buyer agrees to be bound by these Terms (including, without limitation, any Additional Terms). By submitting a Bid on any Property, each Bidder/Buyer further agrees to any additional terms and conditions included on the Property Webpage (as defined herein) at the time of the Bid and such additional terms shall be deemed to be part of these Terms.

CW REDS may update these Terms and any Additional Terms in its sole discretion at any time by posting the updated Terms and/or updated Additional Terms on RIM and any such update shall be effective immediately when posted. The use or continued use of RIM or any related services by Bidder/Buyer at any time after an update is posted on RIM constitutes Bidder's/Buyer's acceptance of any updated Terms and/or updated Additional Terms. In the event that a Bidder/Buyer does not agree with these Terms or any Additional Terms, such Bidder's/Buyer's sole recourse is to cease use of RIM and any related services.

Eligibility

The services offered on RIM are available only to individuals and entities that have the capacity and authority to form legally binding contracts and that are actively registered on RIM. If Bidder is an individual, by using RIM, Bidder represents and warrants that Bidder (i) is over the age of eighteen (18) and (ii) has the authority and capacity to form legally binding contracts. If Bidder is an entity, by using RIM, the individual placing the Bid on such entity's behalf represents and warrants that (i) he or she is authorized to place such Bid, (ii) he or she has the authority to execute and deliver the Purchase Agreement (as defined herein) and (iii) such Purchase Agreement will be binding upon Bidder.

Registration

Only registered Bidders may participate in a Sale Event. To register, each Bidder must provide the following:

  • Full name;
  • Address;
  • Phone number;
  • Confirmation that the registered Bidder is a natural person and is over the age of eighteen (18);
  • Certain billing and financial information; and
  • Current email address


CW REDS reserves the right to accept a registration, waive registration requirements, require additional registration information or the satisfaction of additional conditions or reject or terminate any registration of any party at any time in its sole and absolute discretion or at the request of an Owner. For information regarding the disclosure and use of the information that Bidders provide through registration, please consult the Privacy Terms. The RIM FAQs also provide important information about the registration process.

No registration fee is required to use RIM; however, CW REDS reserves the right to change this policy as it may determine in its sole discretion.

Bidding and Buying

(a) Bidding Conduct


By using RIM, Bidder agrees to conduct himself, herself or itself fairly, honestly, and in good faith. If CW REDS determines in its sole discretion that a Bidder is using RIM for such Bidder's own benefit, as a marketing platform, in bad faith or in such a way that would violate any applicable rules, laws, or regulations, such use will constitute a Breach (as defined herein) and CW REDS may revoke Bidder's RIM registration permanently. By using RIM, Bidder agrees to refrain from submitting any harmful, misleading, fraudulent, or otherwise unlawful materials.

Owner may place a Bid on its own Property (an "Owner Bid") directly or through a broker or other authorized person unless making an Owner Bid is prohibited by applicable law. No Owner Bid will be disclosed to Bidders unless required by applicable law, in which case such Owner Bid shall be disclosed in accordance with such law(s). Owner Bids may not exceed the Reserve Price (as defined herein).

Notwithstanding anything contained in these Terms, each of CW REDS and Owner reserves the right, each in his, her or its respective sole and absolute discretion, to accept any Bid, regardless of whether or not such Bid is the highest Bid for the applicable Property.


(b) Review of Sale Event Documents on Property Webpages; Due Diligence


Each Bidder is responsible for reviewing the form of purchase agreement, any addenda related to such purchase agreement and other related documents (including any linked webpages containing additional information) (such documents, collectively, the "Purchase Agreement") accessible on each Property webpage (each, a "Property Webpage") prior to placing a Bid. If after reviewing the posted form of Purchase Agreement on a Property Webpage, Bidder would like to propose revisions to such Purchase Agreement, then such Bidder must submit in writing to CW REDS a detailed explanation of such Bidder's concern about the Purchase Agreement, together with any proposed revisions thereto. Such explanation and any such proposed revisions must be submitted to CW REDS at least thirty (30) days prior to the start of the Sale Event. Any such proposed revisions that are accepted by Owner will be posted to the Property Webpage prior to the end of the Sale Event. No proposed revisions to the terms of the Purchase Agreement will be considered if submitted less than thirty (30) days before the start of the Sale Event. By placing a Bid on any Property, Bidder agrees that, if Bidder receives a Purchase Agreement, Bidder will execute and deliver the Purchase Agreement without modification. CW REDS and Owner each reserves the right to make changes to the Purchase Agreement prior to the end of the Sale Event.

A Property Webpage may include documents and statements relating to the condition of the Property (collectively, the "Property Information"), such as the environmental and structural conditions of the Property and the type of encumbrances that may exist on the Property. Each Bidder is responsible for reviewing the Property Information and conducting his, her or its own due diligence and inspections of the Property. Any Bidder that wishes to inspect a Property must make the request to Owner through the listing broker (if any) provided on the Property Webpage. Bidder must coordinate all inspections with the listing broker for the Property or, if there is no listing broker, with the Owner. Bidder acknowledges that, in some instances, Owner may be unable to provide physical access to a Property for inspections. For the avoidance of doubt, each Property listed for sale on RIM is sold as-is and neither REDS nor any Owner makes any representations or warranties with respect to any repairs, improvements, conditions or otherwise with respect to a Property. Each Bidder/Buyer is responsible for (and assumes the risk of) any claim, loss, injury, liability, damage or expense, directly or indirectly arising out of or related to Bidder's/Buyer's inspection of, visit to or other investigation of the Property (whether in-person or otherwise). REDS does not assume any liability or responsibility for any inspections or the outcomes thereof.

If a Property is a mortgage note or mezzanine note, then Bidder shall not (i) contact the owner of the real property securing such mortgage note or mezzanine note (the "Collateral") or any other obligors in connection with such mortgage note or mezzanine note, (ii) visit the Collateral, or (iii) contact any of the parties providing services to the Collateral including, without limitation, any receivers. Bidder shall not contact property managers or any tenants with respect to any Property or any Collateral. All Bids should be based solely on Bidder's independent due diligence as well as Bidder's review of the Purchase Agreement and the Property Information. Any Bid(s) made by a Bidder are submitted at his, her or its own risk.

The Property Information available on RIM has not been verified by REDS in any manner and REDS MAKES NO REPRESENTATIONS WHATSOEVER ABOUT THE ACCURACY OR COMPLETENESS OF ANY PROPERTY INFORMATION OR ANY PROPERTY WEBPAGE. All Bidders are encouraged to seek advice and guidance from independent professionals prior to making any bidding decision with respect to any Property.

Bidder acknowledges and agrees that Bidder will be bidding on the Property pursuant to Bidder's independent examination, study, inspection and knowledge of the Property, and Bidder is relying upon his, her or its own determination of the value and condition of the Property and not on any information provided or to be provided by REDS. Bidder is relying solely upon his, her or its own inspections, investigations, research and analyses in entering into the Purchase Agreement and is not relying in any way upon any representations or warranties, statements, plans, specifications, cost estimates, studies, reports, descriptions, guidelines or other information or material furnished by Owner, REDS or any of their respective Representatives to Bidder or his, her or its representatives, whether oral or written, express or implied, or of any nature whatsoever regarding any such matters.


(c) Intent to Purchase


Bidder agrees that, by placing a Bid on any Property, Bidder is confirming his, her or its intention to purchase such Property and his, her or its ability to pay the full amount of the Purchase Price (as defined herein) of such Property, including the Earnest Money Deposit (as defined herein), in the manner set forth in the Purchase Agreement and within the time frames provided herein or otherwise requested by CW REDS and/or Owner. Except as otherwise set forth on the applicable Property Webpage, each placed Bid during a Sale Event is IRREVOCABLE, final upon submission and constitutes a legally binding commitment to purchase such Property in accordance with these Terms in the event that such Bid is chosen by Owner.

By placing a Bid during a Sale Event, each Bidder agrees to be available to be contacted by CW REDS during and after the conclusion of any such Sale Event. Unless the bidding information for a particular Property provides different time frames, or either CW REDS or Owner provides different time frames, a Bidder must (i) respond to any attempt by CW REDS to contact such Bidder during and/or after a Sale Event for which Bidder has placed a Bid within thirty (30) minutes of CW REDS's first such attempt; (ii) to the extent Bidder receives a Purchase Agreement from CW REDS, execute and deliver a Purchase Agreement within two (2) hours after such Bidder receives a copy of the Purchase Agreement for execution; and (iii) pay the amount of the Earnest Money Deposit to the escrow agent in the manner and time frame set forth in the Purchase Agreement.

Owner and CW REDS each reserves the right to require any Bidder/Buyer to provide satisfactory evidence that demonstrates such Bidder's/Buyer's ability to enter into the Purchase Agreement, to pay the amount of any required deposits and to consummate the purchase of a Property and pay the amount of the Bid placed by such Bidder/Buyer (the "Purchase Price") and any associated fees should Owner choose Bidder's Bid. Bidder/Buyer agrees to provide such evidence within the time frame requested by Owner and/or CW REDS. If Bidder/Buyer fails to provide the requested evidence within the required time frame, CW REDS may deem such Bidder/Buyer to be in Breach and Owner and/or CW REDS may reject Bidder's Bid and/or a Purchase Agreement sent to and/or executed by any prospective Buyer.


(d) Sale Event Timing


During a Sale Event, Bidder's screen will display a countdown clock, the current Bid and the amount of the minimum bidding increment (the "Bid Increment"). The countdown clock on RIM constitutes an official "timekeeper" for each Sale Event.

CW REDS reserves the right, exercisable in its sole and absolute discretion, to extend the time period during which bidding is open and to change the amount of the Bid Increment. The countdown clock will automatically reset to three (3) minutes when the countdown clock has two (2) minutes or less remaining before the end of the Sale Event if (i) a Bid is submitted, (ii) the Bid Increment changes, or (iii) the Reserve Price is met. Bidder understands and acknowledges that such resets may not occur at all or may occur one or more times during the course of a Sale Event.

BIDDER UNDERSTANDS THAT VARYING CONNECTION SPEEDS, LOSS OF CONNECTION, PROCESSOR SPEEDS AND MANY OTHER FACTORS MAY DELAY OR CAUSE THE LOSS OF THE COUNTDOWN CLOCK INTERFACE AS IT APPEARS ON BIDDER'S SCREEN. EACH BIDDER IS SOLELY RESPONSIBLE FOR MAINTAINING ADEQUATE INTERNET CONNECTIVITY AND ADEQUATE TECHNOLOGY RESOURCES TO PARTICIPATE IN THE BIDDING PROCESS AND EACH SALE EVENT AND UNDER NO CIRCUMSTANCES WILL REDS AND/OR ITS REPRESENTATIVES BE RESPONSIBLE FOR PLACING A BID ON BIDDER'S BEHALF OR LEAVING THE BIDDING OPEN BEYOND THE SALE EVENT END TIME.


(e) Conclusion of Bidding; Purchase Agreement


Once the Sale Event has concluded and the potential Buyer has been selected, CW REDS will distribute to such potential Buyer an electronic copy of the Purchase Agreement and instructions for electronic execution thereof (the "Email Instructions") to the email address provided in such potential Buyer's registered account(s). The Email Instructions are part of these Terms and the prospective Buyer must execute the Purchase Agreement in accordance with such Email Instructions and within the time frame provided therein. Failure to execute the Purchase Agreement in accordance with the Email Instructions, to provide requested information or to pay any required Earnest Money Deposit will constitute a "Purchase Failure" and a Breach and may result in the rejection of the prospective Buyer's Bid, in which event Owner may decline to consider the prospective Buyer's executed Purchase Agreement. A PURCHASE FAILURE MAY RESULT IN A CLAIM FOR LIQUIDATED DAMAGES AS SET FORTH HEREIN. Furthermore, nothing contained herein precludes Owner and/or CW REDS from rejecting a Bid either prior to or after distribution of the Purchase Agreement to a prospective Buyer or after execution and delivery of the Purchase Agreement by a prospective Buyer, unless and until Owner accepts the Bid pursuant to paragraph (f), nor does anything contained herein require Owner and/or CW REDS to distribute a copy of the Purchase Agreement to any Bidder or prospective Buyer.

Once the potential Buyer has executed and delivered the Purchase Agreement pursuant to the Email Instructions, the executed Purchase Agreement will be sent to Owner and/or CW REDS for consideration.


(f) Selection of Buyer


A Bidder shall be designated as Buyer and Owner shall be deemed to have accepted a Bid only when Owner executes and delivers the Purchase Agreement to such Bidder at the conclusion of a Sale Event and any required Earnest Money Deposit has been paid by Bidder; provided, however, that if a Sale Event is designated as "Subject to Seller Approval" (as further described in paragraph (i) below), then Owner shall be deemed to have accepted a Bid only at the conclusion of the relevant "Subject To Period".

Each Bidder further understands and agrees that (i) no Owner is under any obligation to enter into a Purchase Agreement with any Bidder, regardless of whether a Bidder submits the highest Bid for a Property, (ii) each Owner and/or CW REDS reserves the right, exercisable in such Owner's and/or CW REDS's (as applicable) sole and absolute discretion, to reject or accept a Bid for any reason (regardless of whether such Bid is the highest Bid), and (iii) Bidder's execution of the Purchase Agreement only entitles such Bidder to have his, her or its Bid considered by Owner, and does not require Owner to sell the relevant Property to such Bidder.


(g) Earnest Money Deposits


The Purchase Agreement may require a prospective Buyer to pay a deposit to the escrow agent designated in such Purchase Agreement (each, an "Earnest Money Deposit"). Such Earnest Money Deposit must be received by the escrow agent designated in the Purchase Agreement, and in the time frame provided for in the Purchase Agreement. Failure to provide such Earnest Money Deposit in the required time frame may result in a Purchase Failure and a Breach of these Terms and/or the Purchase Agreement. In the event that Owner fails to consummate the transaction through no fault of Bidder/Buyer, the Earnest Money Deposit should be returned promptly by the escrow agent or Owner (to the extent the Earnest Money Deposit was released to Owner pursuant to the terms of the Purchase Agreement).


(h) Platform Fee


Certain Property Webpages may specify that a Buyer must pay a "Platform Fee" at closing. Any required Platform Fee is in addition to the Purchase Price and is due at closing along with the amount of the Purchase Price for the Property (as provided in the Purchase Agreement).


(i) Certain Sale Event Terms


Except as provided herein, each Property being sold as part of a Sale Event will have an unpublished minimum selling price that Owner is willing to accept for such Property (a "Reserve Price"). If the highest Bid is below the Reserve Price, then Owner is under no obligation to sell the Property to any Bidder; provided, however, that Owner, in his, her or its sole and absolute discretion, may elect to sell a Property to a Bidder who or which submits a Bid that is below the Reserve Price. Notwithstanding the foregoing, and only where permitted by applicable law, CW REDS and/or Owner may elect for certain Properties to be sold on RIM without a Reserve Price. If a Property is being sold without a Reserve Price, then the Property Webpage will specifically state that the Property is being sold without a Reserve Price and specific provisions may be provided if necessary regarding the conduct of the Sale Event for such Property.

Certain Sale Events may be designated as "Subject to Seller Approval" regardless of whether a particular Bid is below, at or above the Reserve Price. Where a Sale Event is so designated, Owner has the unilateral right to terminate the Purchase Agreement in accordance with the terms and conditions contained therein, and any Bidder should closely review the form of Purchase Agreement for any such Sale Events before placing a Bid. If Owner elects to terminate the Purchase Agreement through no fault of the relevant prospective Buyer, then such prospective Buyer shall be entitled to the return of any fees or deposits paid in connection with the pending purchase of the Property.

Residential Sale Event Terms and Conditions

Without limiting any other provisions of these Terms or any additional disclaimers which may be provided on the relevant Property Webpage, the following additional terms and conditions shall apply solely with respect to any Property described as a residential Property on the relevant Property Webpage (each, a "Residential Property").


(a) Proxy Bidding


Except where prohibited by applicable law, and solely with respect to a Residential Property, proxy Bids may be placed on behalf of a Bidder by an independent and duly licensed real estate agent or broker engaged by such Bidder.


(b) Property Status


Each Bidder/Buyer acknowledges and agrees that, unless required by applicable law, each Residential Property listed for sale on RIM is listed without any express or implied guarantees, representations, warranties, promises, covenants or agreements of any kind from any party. With respect to any Residential Property listed for sale on RIM, each of REDS, RI, Owners, the brokers, the auctioneers and/or their respective Representatives specifically disclaim any representations or warranties with respect to any of the following: (i) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Residential Property; (ii) the Residential Property's value, nature, quality or condition, and the potential for any income to be derived from the Residential Property; (iii) any matter affecting the stability or integrity of the land or any buildings, structures or improvements situated on the Residential Property; (iv) the suitability of the Residential Property for any and all purposes, activities and uses; (v) the Residential Property's compliance with any laws, rules, codes or ordinances applicable thereto (including, without limitation, any zoning, land use, environmental, health or building laws, rules, codes or ordinances); (vi) the quality and state of repair of the Residential Property or the quality of any materials used on or incorporated into the Residential Property; (vii) the conformity of the improvements to any plans or specifications for the Residential Property that may be provided to any Bidder/Buyer; (viii) whether the Residential Property is located in any hazard zones or special studies zones; (ix) whether the Residential Property is occupied other than by a tenant pursuant to a valid written lease; and/or (x) any other matter with respect to the Residential Property. Each Bidder/Buyer understands and agrees that, by placing a Bid on a Residential Property, he, she or it is confirming his, her or its intention to purchase such Residential Property in its current state, including with respect to all defects (whether patent or latent).

Operating Business Sale Event Terms and Conditions

If the Property being sold is designated as an operating business on the applicable Property Webpage (each such Property, an "Operating Business"), the following additional terms and conditions shall apply.


Each Bidder/Buyer acknowledges and agrees that, unless required by applicable law, each Operating Business listed for sale on RIM is listed without any express or implied guarantees, representations, warranties, promises, covenants or agreements of any kind from any party. With respect to any Operating Business and the assets included therein listed for sale on RIM, each of REDS, RI, Owners, the brokers, the auctioneers and/or their respective Representatives specifically disclaim any representations or warranties with respect to any of the following: (i) the merchantability, marketability, profitability or fitness for a particular purpose of the Operating Business and/or any assets included therein; (ii) the value, nature, saleability, quality or condition of the Operating Business (and the assets included therein), and the potential for any income to be derived from the Operating Business; (iii) any matter affecting the stability or integrity of the land or any buildings, structures or improvements on which the Operating Business operates; (iv) the suitability of the Operating Business and the assets included therein for any and all purposes, activities and uses; (v) whether the assets constitute all assets necessary to operate the Operating Business; (vi) the Operating Business' compliance with any laws, rules, codes or ordinances applicable thereto (including, without limitation, any employment, tax, labor, benefits, environmental, health, zoning, or building laws, rules, codes or ordinances); (vii) the quality and state of repair of the assets used in the Operating Business; (viii) the ownership of or right to use any of the intellectual property used in the Operating Business or whether any of the intellectual property used in the Operating Business infringes on the rights of others; (ix) whether the Operating Business occupies the property on which it operates pursuant to valid written lease or has any necessary contracts, permits or approvals; (x) whether the Operating Business (and the assets included therein) is subject to any liens, debts or encumbrances of any nature whatsoever or is subject to any litigation or proceeding; (xi) the accuracy and/or completeness of any financial information concerning the Operating Business; and/or (xii) any other matter with respect to the Operating Business. Each Bidder/Buyer understands and agrees that, by placing a Bid on an Operating Business, he, she or it is confirming his, her or its intention to purchase such Operating Business and the assets included therein in its current state, including with respect to all defects (whether patent or latent).

Other Terms and Conditions

(a) Disclaimer; Release


NONE OF CW REDS, RI, OWNERS, THE BROKERS, THE AUCTIONEERS AND/OR THEIR RESPECTIVE EMPLOYEES, AGENTS, REPRESENTATIVES, PRINCIPALS, AFFILIATES, DIRECTORS, MANAGERS, ATTORNEYS, ADVISORS AND SUBSIDIARIES ("REPRESENTATIVES") MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY PROPERTY, INFORMATION RELATED TO ANY PROPERTY, OR THE SUFFICIENCY OF ANY INFORMATION AND/OR DOCUMENTS ON RIM OR AFFILIATED WITH ANY SALE EVENT. EACH BIDDER/BUYER RELEASES CW REDS, RI, OWNERS, THE BROKERS, THE AUCTIONEERS AND/OR THEIR RESPECTIVE REPRESENTATIVES FROM ANY AND ALL CLAIMS, WHETHER CURRENT OR FUTURE, AGAINST CW REDS, RI, ANY OWNER, ANY BROKER, ANY AUCTIONEER AND/OR ANY OF THEIR RESPECTIVE REPRESENTATIVES. THIS WAIVER IS INCLUSIVE OF ANY AND ALL CLAIMS OF WHICH BIDDER/BUYER IS CURRENTLY UNAWARE, REGARDLESS OF WHETHER SUCH CLAIMS WOULD AFFECT BIDDER'S/BUYER'S RELEASE OF CW REDS, RI, ANY OWNER, ANY BROKER, ANY AUCTIONEER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES.

EACH BIDDER/BUYER WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SUBSTANTIALLY SIMILAR STATE STATUTES IN OTHER JURISDICTIONS), WHICH PROVIDES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."


(b) Additional Bidder/Buyer Representations and Warranties


Any Bidder placing a Bid on any Property hereby represents and warrants that Bidder (i) is a sophisticated purchaser with knowledge and experience in financial and business matters, particularly with respect to matters relating to the purchase, financing, sale, origination, or ownership of real property or other Properties, as applicable, (ii) can evaluate the merits and risks of investment in such Property and can bear the risks of purchasing such Property, whether economic or otherwise, (iii) has reviewed the Purchase Agreement and the Property Information and will independently make his, her or its own investment analysis of such Property and decision about whether to submit a Bid for such Property based on Bidder's own findings and conclusions, with such other due diligence and investigations as Bidder may choose to perform (subject to the terms hereof), (iv) if such Bidder's Bid is chosen by Owner, is able to execute and deliver the Purchase Agreement, deliver the Earnest Money Deposit and provide any additional requested or required information within the time frame(s) requested by CW REDS and/or Owner, or otherwise provided herein, and (v) will be available to be contacted by CW REDS during and after the conclusion of any Sale Event for which Bidder placed one or more Bids.

If bidding on a Property that is a mortgage note or mezzanine note, Bidder further represents and warrants that Bidder is an "accredited investor", a representative of an institution that qualifies as an "accredited investor", or a "qualified institutional buyer", as each of those terms are defined by the Securities Act of 1933.


(c) Bidder/Buyer Breach, Indemnification, Liquidated Damages


In the event that any Bidder/Buyer breaches or fails to comply with any of the representations, warranties, covenants or agreements set forth in these Terms or in any Additional Terms (each, a "Breach"), each such Bidder/Buyer hereby covenants and agrees to indemnify, defend and hold harmless CW REDS, RI, each Owner, each broker, each auctioneer and/or their respective Representatives (collectively, the "Indemnitees") for, from and against any losses of any nature whatsoever incurred by such Indemnitees (including, without limitation, any attorneys' fees and costs) ("Losses"), with respect to each and every such Breach. Further, each Bidder/Buyer agrees to indemnify, defend and hold harmless each and every Indemnitee for any Losses incurred by such Indemnitee with respect to any claim brought by any such Bidder/Buyer and any of such Bidder/Buyer's agents, brokers, or representatives which arises from these Terms, the Additional Terms, the Purchase Agreement and/or the conduct of any Sale Event.

In the event that any claims are brought by any Indemnitee against any Bidder/Buyer, which arise from these Terms, the Additional Terms, the Purchase Agreement and/or the conduct of any Sale Event, each such Bidder/Buyer agrees to reimburse the Indemnitees for any Losses incurred by such Indemnitees with respect to any such claims.

CW REDS, AT ITS SOLE OPTION, MAY REQUIRE A BIDDER/BUYER IN BREACH OF THESE TERMS BY REASON OF A PURCHASE FAILURE TO PAY TO CW REDS LIQUIDATED DAMAGES IN THE AMOUNT EQUAL TO THE AMOUNT OF ANY EARNEST MONEY DEPOSIT OR IF NO EARNEST MONEY DEPOSIT WAS REQUIRED OR PAID, AN AMOUNT EQUAL TO TWO PERCENT (2%) OF BIDDER/BUYER'S BID FOR THE PROPERTY IN QUESTION. IF BIDDER/BUYER PAID ANY EARNEST MONEY DEPOSIT BY CREDIT CARD, CW REDS RESERVES THE RIGHT IN ITS SOLE AND ABSOLUTE DISCRETION TO CHARGE SUCH CREDIT CARD IN THE AMOUNT EQUAL TO THE REQUISITE LIQUIDATED DAMAGES AS SET FORTH HEREIN. BIDDER/BUYER RECOGNIZES THE DIFFICULTY OF ESTIMATING THE ACTUAL LIQUIDATED DAMAGES TO WHICH CW REDS WOULD BE ENTITLED IN THE EVENT OF A BREACH, AND THEREFORE AGREES THAT THE PRE-DETERMINED VALUE OF LIQUIDATED DAMAGES SET FORTH HEREIN DOES NOT REPRESENT A FORFEITURE OR PENALTY.


(d) Online Venue


RIM is a website used by real estate brokers, auctioneers, and auction firms to host the bidding on, and transfer of, Properties during Sale Events and to list Properties for sale (each, a "Listing"). RIM itself does not function as an Owner, real estate broker, auctioneer, auction firm or agent of any of the foregoing.


(e) Refusal of Service; Cancellation of Sale Events or Listings


CW REDS reserves the right in its sole and absolute discretion to (i) terminate and/or reject a Bid, revoke any registration or approval to Bid and/or refuse service to any individual or entity, at any time; (ii) impose conditions on submitting Bids or accessing RIM; (iii) combine, group together or separate any Properties for sale within a Sale Event, at any time; (iv) cancel or postpone any Sale Event or the sale of any Property within a Sale Event at any time, whether or not such Sale Event is already in progress and whether or not bidding on any Property has started or has been completed; or (v) prohibit any Listing or terminate any existing Listing.


(f) Forum; Choice of Law


These Terms shall be governed and construed in accordance with the laws of the State of Delaware and any disputes arising under these Terms shall be adjudicated in the state and federal courts located in Maryland with the exception of disputes arising from, or in relation to, Properties located in the State of California, in which case such disputes shall be governed and construed in accordance with the laws of the State of California.


(g) Marketing; No Offer to Solicit or Sell


From time to time, REDS may provide marketing materials, including digital advertisements, emails, flyers, and postcards. These materials, and any information posted on websites, shall not constitute an offer to sell any Property, nor shall they constitute a solicitation of Bids.


(h) Waiver of Class Action


Any suit brought by an individual and/or entity against CW REDS, RI, any Owner, any broker, any auctioneer and/or any of their respective Representatives must be brought in that individual's or entity's sole capacity. Use of RIM and any associated services with respect to RIM constitutes a waiver of any class action proceedings.


(i) Intellectual Property


Any and all logos, images and other marks displayed on RIM are the sole property of CW REDS or RI and may not be transferred to, or used or displayed by, any person without the prior written consent of CW REDS and RI.


(j) Compliance with Laws and Regulations


Bidder/Buyer and any of his, her or its associated broker(s) are responsible for compliance with all applicable laws and regulations. Bids submitted during a Sale Event are void where such Bids are prohibited by law. In the event that any Sale Event or sale of Property requires registration under any state securities law, such registration must be completed and verified by the applicable Owner in such Owner's sole and absolute discretion prior to consummating any sale.

By using RIM, Bidder/Buyer represents it has knowledge of, and is in compliance with: (1) any applicable anti-bribery, anti-money laundering, or anti-corruption laws or regulations whether of the United States ("U.S.") or of any other jurisdiction where Bidder/Buyer conducts business or has a legal presence; (2) the export control laws of the U.S. administered by the U.S. government (including, but not limited to, the Departments of Commerce, State, Energy and Agriculture); (3) the economic sanctions laws of the U.S. administered by the Office of Foreign Assets Control ("OFAC"), Department of the Treasury, and by the Department of State, and in this regard, Bidder/Buyer represents that it is neither 50% or more owned (directly or indirectly) by an individual or entity on OFAC's List of Specially Designated Nationals and Blocked Persons ("SDN List"), nor owns 50% or more of an entity on the SDN List; (4) the laws governing foreign investment in the U.S. administered by the Committee on Foreign Investment in the U.S. ("CFIUS"), Department of the Treasury, particularly as they apply to real estate and other asset transactions; (5) the anti-boycott laws administered by the U.S. Departments of Commerce and Treasury; and, (6) all material laws in each jurisdiction where it conducts business or has a legal presence.


(k) Licensure


Any brokers or Owners that add any Property to RIM or sell any such Property/Properties shall indemnify the Indemnitees for all damages and costs directly or indirectly arising out of or related to the advertisement and marketing of such Property/Properties on RIM.


(l) Cooperating Broker Fees


Certain Sale Events may offer a commission for cooperating brokers, so long as (i) the cooperating broker has registered on RIM as a broker, (ii) the cooperating broker is identified by the Bidder with whom or which it is associated, and (iii) the Bidder represented by such cooperating broker actually purchases the Property if Owner accepts the Bid from such Bidder in accordance with the terms hereof. A cooperating broker may only be entitled to a commission if such broker meets the following conditions: (i) the broker agrees to these Terms and all other terms and conditions posted on the applicable Property Webpage(s); (ii) the broker is not a family member or an affiliate of the Bidder such broker represents; (iii) the broker is properly licensed in the state(s) in which the applicable Property or Properties is or are located; (iv) the broker identifies the Bidder such broker is representing prior to the start of the Sale Event (the timing of which shall be determined in CW REDS' sole and absolute discretion); and (v) the broker is identified by the Bidder at the time that such Bidder registers on RIM.

Each Bidder/Buyer agrees to indemnify, defend and hold each of the Indemnitees, free and harmless from any claims of any broker(s), representative(s), employee(s), agent(s) or other intermediary(ies) claiming to have represented Owner, Buyer and/or Bidder, respectively, or otherwise to be entitled to compensation, including a cooperating broker fee, directly or indirectly arising out of or relating to the Purchase Agreement or the sale of the Property. This indemnity shall survive both the closing and any termination of the applicable Purchase Agreement.


(m) Bidder Privacy Terms and Conditions


Use of RIM and participation in any Sale Event may require that Bidder register and disclose certain Personally Identifiable Information ("PII"), including financial information, credit card data, and other payment information, through RIM. CW REDS will only store Bidders' PII to the extent necessary for each Bidder's participation in the Sale Event(s). Once such Sale Event(s) has/have concluded and the Buyer has been selected, CW REDS will only retain sufficient PII from each Buyer as is necessary to associate each Buyer with such Buyer's purchase.