Parvis Secondary Market

Terms & Conditions 

The Parvis Secondary Market (“Secondary Market”) matches buyers and sellers of private investments, including real estate investments. Our Secondary Market offers attractive opportunities to investors, while sellers get unprecedented access to potential liquidity. Our Secondary Market operates as a bulletin board that provides our users with the flexibility to buy and sell units in high-quality, private equity or private real estate at a time that suits your own investment horizon.

These Secondary Market Terms & Conditions constitute a legal agreement between you, as the user of the Parvis Secondary Market, and Parvis Invest Inc., (“Parvis”) as the owner of the Secondary Market. Throughout these Terms & Conditions we will refer to you as “you”, and we will refer to Parvis as “we”, “us”, or “Parvis”. You should read these terms carefully before agreeing to them. Please contact info@parvisinvest.com if you have any questions about these Terms & Conditions.

1.  Application

2.  Relationship to other Agreements

3.  Use of Secondary Market

4.  Platform Restrictions

5.  Selling Shares

6.  Buying Shares

7.  Our Fees

8.  Our Secondary Market Fees

9.  Personal Data

10. Tax

11. Liability

12. Severability

13. No Waiver

14. Communication

15. Revisions

16. Jurisdiction

17. Compliance with laws

18. Important Disclosures

1.  Application

These Terms & Conditions set out the general terms and conditions governing your use of the Secondary Market. They apply to you as soon as you first use the Secondary Market, and you are deemed to have agreed to be bound by them upon your first use of the Secondary Market or by clicking that you agree to the Terms and Conditions which has the same legal effect as signing a paper version. If you do not wish to be bound by these Terms & Conditions, please do not use the Secondary Market.

2.    Relationship to Other Agreements

In addition to these Terms & Conditions, you and we may enter into several other agreements. For example, by using the Parvis Platform or the Secondary Market, you are deemed to have agreed to our Terms of Service.  Our Privacy Policy also sets out details of how your personal data will be used. These and other agreements you may enter into, and notices you are provided with, in connection with your use of our Platform are intended to be consistent with each other and should be read and interpreted together.

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3.    Use of the Secondary Market

To participate in the Secondary Market, you must be authenticated – either by logging into the Parvis Platform if you already have a user account, or creating a user account.  You can buy Shares or sell Shares on the Secondary Market at any time or, at our discretion, during any liquidity windows established for particular investments, on the Platform. Please note that you are solely responsible for making decisions to sell or buy Shares on the Secondary Market. Parvis will have absolute discretion as to who is permitted to use the Secondary Market, and reserves the rights to cancel trades at any time.

a) Completion of Transaction: An order becomes a completed transaction when it is matched (either fully or partially) with a corresponding order, payment is settled, and relevant ownership interests have been transferred. By submitting a Buy Order or Sell Order, you agree to be bound by these Terms and Conditions. We may change the terms of the Secondary Market at any time at our discretion.

b) Transfer of Owner Agreement: A Buy Order or a Sell Order does not create a legally binding right or obligation. Each trade will require the execution of a Transfer of Owner Agreement, after which the share purchase price paid by the buyer will be transferred to the seller (net of fees) and we will register the new ownership of the Shares within the Parvis primary market.

c) No Exempt Market Dealer Services: Our Secondary Market operates as a bulletin board that provides our users with the flexibility to buy and sell units in high-quality, private equity or private real estate. By using our Secondary Market, you understand that Parvis is providing a marketplace software service and not an exempt market dealer service as it does at the initial purchase of securities. You agree that by using our Secondary Market, Parvis is merely a facilitator of a private assignment to a third party.

4. Platform Restrictions

a) Insider: If you are an individual with close links to an issuer whose Shares are eligible to be traded on the Secondary Market, including but not limited to if you have links to representatives of the issuer, their family, and friends, you should not sell Shares in that business. You agreed not to use the Secondary Market to sell Shares on the basis of negative material non-public information. Any derogation from this restriction requires prior approval by Parvis.

b) Trading Cycle: You should only use the Parvis Secondary Market as authorised, which is by using the Platform pursuant to its Terms and Conditions and these Secondary Market Terms & Conditions. Any unauthorised use of our Secondary Market may result in you losing access to the Secondary Market, your ability to invest on the Parvis platform, or other restrictive action by Parvis. You will not be permitted to request to sell Shares on the Secondary Market if you already purchased the Shares from another seller during the same trading cycle which is the period during which the Shares or units are made available for secondary trading (“Trading Cycle”). We suggest that you read the Secondary Market FAQs.

5. Selling Shares

You may request to sell ownership interests typically in the form of Shares or units (“Share” or Shares”) from your Account at any time. No requests to sell will be accepted by email or any other way. Your Account will indicate which of your Shares are eligible for the Secondary Market and when making the request, you will need to accept the terms set out in the Transfer of Ownership Agreement provided, as well as these Secondary Market Terms & Conditions. You may request to sell Shares at the price you choose as permitted by Parvis under s.7 below, but your request to sell is not guaranteed to result in the Shares being made available on the Secondary Market, and will be subject to eligibility checks that will be completed prior to the trade approval.

Eligibility will be determined at Parvis’ absolute discretion and, if the eligibility of the Shares changes during the Trading Cycle, Parvis reserves its right to cancel the transaction request at any time. Even if Shares are eligible to be traded on the Secondary Market, your ability to sell Shares will depend on buyer demand. It can be difficult to find a buyer and you should not assume that you will be able to sell your Shares on the Secondary Market. The status of your share sale requests may be tracked through your Account.

If a buyer requests to buy your Shares on the Secondary Market, you will be required to sign the final version of the Transfer of Ownership Agreement directly with the buyer. In the event you cancel a share sale after a buyer has requested to buy your Shares but before you have signed the final version of the Transfer of Ownership Agreement, you will not be permitted to make any additional requests to sell Shares in the same investment or issuance.  You are not permitted to cancel a share sale after you sign the Transfer of Ownership Agreement. After we have been notified that the Transfer of Ownership Agreement has been agreed to, we will register ownership of the Shares in the buyer’s name, and the sale proceeds will be deposited in your investment account, less the seller transaction fee pursuant to s. 7 herein. At that time, all rights to future returns from the sold units or Shares will be passed to the buyer.

6. Buying Shares

You may request to buy investment Shares accessible on the Secondary Market.  To make a request to buy Shares, you must (i) select the Shares you wish to buy, (ii) accept the terms of the Transfer of Ownership Agreement with the Seller as well as these Terms & Conditions, and (iii) commit to pay for the Shares and the applicable Parvis fees. Requests will be submitted on a “first come first served” basis, meaning that if you were the first to make a request, you will have priority to buy the Shares from the seller. If the seller accepts your request to buy Shares, he or she will also be required to accept the Transfer of Ownership Agreement.

If we are notified prior to or during the Trading Cycle that the Transfer of Ownership Agreement has been agreed between you and the seller, and the Shares are still eligible to be traded on the Secondary Market, the trade will be completed in the same Trading Cycle. The share purchase price will be transferred to the seller (less any Parvis fees owed by the seller), and we will register ownership of the Shares in your name. Please note that no trades will be completed outside the Trading Cycle. If the Transfer of Ownership Agreement is not agreed between you and the seller, the Shares may be made available to another buyer who has expressed an interest.

Important Disclaimer:

a) Due Diligence: Parvis does not perform due diligence in respect of trades on the Secondary Market. Parvis will make available the initial investment documents (such as a limited partnership agreement, offering memorandum and related documents) relied upon by the Seller at the time of the initial purchase as well as any investment updates to ensure that the buyer can conduct his or her own due diligence. Access to a particular investment structure will be made available to you which includes “updates” and “discussions” sections on the Platform where you review information from, the issuers or other investors. The information provided by Parvis to buyers on the Secondary Market is on the Secondary Market webpage, and buyers should obtain sufficient other information before making decisions to buy Shares.  Parvis takes no responsibility for any other information you obtain to make your decision to buy Shares on the Secondary Market, from the relevant issuer or developer’s website, in social media profiles, news articles, third party providers or elsewhere.  This includes information made available through the Platform by other users. Parvis does not accept liability for any claims, losses, or damages you suffer as a result of not undertaking your own reasonable due diligence.

b) No Exempt Market Dealer: Exempt Market Dealers (“EMD”) are registered securities dealers in the business of distributing prospectus exempt securities to qualified investors. It is possible that Parvis Investment Services Inc., an affiliate of Parvis that is licensed as an EMD in Canada, has acted as an EMD for the seller in the context of an initial trade on our primary market. The Parvis Secondary Market matches buyers and sellers of private investments, including real estate investments. Parvis does not act as an EMD in its Secondary Market. It is up to you to determine if the contemplated purchase is suitable for you as Parvis does not make investment recommendations in the Secondary Market.  

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7. Valuation

Parvis does not set the price of transactions on its Secondary Market. The price per Share on the Secondary Market is set by those placing sell orders. When a seller determines the sell price, it may be informed by, among other things, independent third-party valuations for the asset, recent property transactions in the local market, changes in leasing activity for the asset and current supply and demand for investment.  

Sellers must set a price per share or unit that they are willing to dispose of their Shares for, that is within the sell price range (“Valuation Limit”). The sell price is set by the seller at their discretion within this range. Parvis may change the specified range of an acceptable sell price at any time at our discretion. However, sellers have the ability to sell their Shares at a specified discount or premium (+/- 20%) to the initial transaction price for their respective investment.  

Example: If the initial share or unit price was $100.00 when initially purchased and the Valuation Limit is fixed at 20%, then you could submit buy or sell orders for the Shares or units in the range of $80.00 to $120.00.

You may not sell fractional Shares. Additionally, only full liquidation of your position is allowed at the outset i.e. no partial sales. All Parvis qualified investors are able to buy Shares on the Secondary Market, subject to any restrictions set out in these Secondary Market Terms & Conditions.

8. Our Secondary Market Fees

We currently charge no fees for purchase orders on the Secondary Market. We only charge a fee for successful transactions. We will only charge a fee for the units or Shares that you sell. We currently charge a fee of 2% of the total value of any completed Sell Order on the Secondary Market. We will deduct this fee from the funds used to settle the transaction, prior to depositing settlement funds into your account.

Example: If you sell 1,500 Shares at a price of $100 for a total transaction of $150,000 the Parvis fee will be $3,000 and $147,000 will be deposited into your account. 

9. Personal Data

This paragraph supplements the terms of our Privacy Policy. In order for you to trade Shares on the Parvis Secondary Market, we may be required to share certain of your personal data (name, address, email address and account number) with the other party to the trade.

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10. Tax

Trades on the Secondary Market may result in a change to your tax position, which may include but not be limited to capital gains tax. Tax treatment depends on individual circumstances and may change in future. If you are buying Shares on the Secondary Market, you may not be able to claim certain tax relief in respect of those Shares or units and we shall bear no responsibility whatsoever in respect of any tax repercussion as a result of a transaction.

Tax treatment of your investment may affect the investment rate of return (“IRR”). The non-tax adjusted IRR figure does not take into consideration any tax reliefs or liabilities that may be associated with an investment. Parvis does not provide tax advice of any kind. If you have any questions with respect to tax matters relevant to your interactions with Parvis, you should consult a professional adviser.

11. Liability

Nothing in these Terms & Conditions shall limit our liability for personal injury or death, fraud or any other liability the exclusion or limitation of which is not permitted by applicable law or regulation. We will not be liable to you for any indirect, consequential, special or punitive loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of business, or loss of reputation. To the extent permitted by law, under no circumstances will our total liability of any kind arising out of or related to these Terms & Conditions, regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the total amount of fees you pay to us with respect to the relevant transaction pursuant to these Terms & Conditions.

12. Severability

In the event that any of these provisions are found to be unlawful, invalid or otherwise unenforceable, that provision is to be deemed severed from these Secondary Market Terms & Conditions and shall not affect the validity and enforceability of the remaining Secondary Market Terms & Conditions.

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13. No Waiver

In the event that either you or we fail to exercise any right or remedy contained in these Secondary Market Terms & Conditions, that does not mean you or we (as applicable) have waived that right or remedy and so shall not be construed as a waiver.

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14. Communications

If you wish to communicate with us about anything related to these Secondary Market Terms & Conditions, you may do so by sending an email to transactions@parvisinvest.com.

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15. Revisions

From time to time we may update these Secondary Market Terms & Conditions to take account of changes in the law or for any other reason. If we update these Secondary Market Terms & Conditions, we will post a new version on the Platform, and as soon as you use the Secondary Market after they are posted, you will be deemed to have agreed to the updated version, but you will still be bound by the terms of any previous versions to which you have agreed or been deemed to agree. If there is a conflict between two versions of the Secondary Market Terms & Conditions to which you have agreed or been deemed to agree, the more recent version shall take precedence unless it is expressly stated otherwise.

16.   Jurisdiction

These Terms & Conditions, and the relationship between you and Parvis created by it, shall be governed by and construed in accordance with the laws applicable in the Province of British Columbia and the laws of Canada applicable therein. You agree to submit to the exclusive jurisdiction of the courts of Vancouver, British Columbia.  

17.   Compliance with laws

As a condition of your access to or continued use of the Secondary Market or the Platform, we will require you or any person connected to you (such connection determined by us at our discretion) to answer, provide or otherwise confirm the truth and accuracy of any information or document we may request, at our discretion, for the purpose of our compliance with any law, including without limitation, the Proceeds of Crime (Money Laundering and Terrorist Financing Act. We may, at our discretion, immediately and indefinitely refuse your access to the Secondary Market or the Platform, without prior notice, if we have reason to believe that any communication, information or document you or any person connected to you has provided or procured the provision of, is not materially true or accurate or is no longer materially true or accurate.

18. Important Disclosures

The Secondary Market portion of the Parvis Platform is managed by Parvis Investment Services Inc., an affiliate of Parvis Invest Inc, that is authorised and regulated as an EMD in all Canadian provinces. It is not intended to be a promotion of any individual investment opportunity and is not an offer to the public. Any investment decision should be made on the basis of the full document review.  Further, nothing on this Platform shall be considered an offer to sell, or a solicitation of an offer to buy, any security to any person in any jurisdiction to whom or in which such offer, solicitation or sale is unlawful.

Private Securities: Investing involves risks, including loss of capital, illiquidity, lack of dividends and dilution, and should be done only as part of a diversified portfolio. Private Securities are high-risk and illiquid investments. No securities commission or regulatory authority has recommended or approved any investment or the accuracy or completeness of any of the information or materials provided by or through us. Please refer to the investment opportunity and memorandum for additional information, disclosures, and a more detailed explanation of expenses and risks. Interests are being offered only to persons who are qualified investors under the Securities Act. Any securities offering is private, and you may be required to verify your status to participate.The Parvis Secondary Market matches buyers and sellers of private investments, including real estate investments. Parvis does not act as an EMD in its Secondary Market. It is up to you to determine if the contemplated purchase is suitable for you as Parvis does not make investment recommendations in the Secondary Market.  

Not Advice: Parvis does not make investment recommendations to you. No communications from Parvis, through this Platform or any other medium, should be construed as an investment recommendation. This communication is not to be construed as investment, tax, or legal advice in relation to the relevant subject matter; investors must seek their own legal or other professional advice before making any investment to determine whether an investment is suitable for them.

Performance Not Guaranteed: Past performance is no guarantee of future results. Any historical returns, expected returns, or probability projections are not guaranteed and may not reflect actual future performance.

Risk of Loss:  All investments involve a high degree of risk and may result in partial or total loss of your investment.

Liquidity Not Guaranteed: Investments offered by Parvis are illiquid and there is never any guarantee that you will be able to exit your investments on the Secondary Market or at what price an exit (if any) will be achieved.

Not a Public Exchange: The Parvis Secondary Market is NOT a stock exchange or public securities exchange, there is no guarantee of liquidity and no guarantee that the Parvis Secondary Market will continue to operate or remain available to investors. Shares sold and purchased on the Parvis Secondary Market are not considered securities being considered to be traded on a “public market” for the purposes of the Income Tax Act (Canada). Please consult your tax advisor. 

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‍Standards of conduct

At Parvis, we’ve adopted policies and procedures identifying the professional and ethical standards with which our employees or representatives (“Representatives”) must comply with. Representatives are to always conduct themselves in a manner that serves the best interest of our clients and maintains the good reputation of Parvis. Representatives must be honest and candid when advising clients. Our Policies and Procedures Manual as well as this Conflict of Interest Policy (“Policy”) and our Relationship Disclosure Document set out how Parvis requires its Representatives to observe and comply with standards of conduct. This Policy includes Parvis’ commitment, among other things, to fair dealings with clients, disclosing material conflicts of interest, maintaining independence and objectivity, and placing clients’ interests before our own.

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1. General

The obligation to identify and to appropriately respond to conflicts of interest is one of the most fundamental obligations of a registered firm and registered individuals under Canadian securities legislation. Parvis is a real estate investment company and a securities dealer registered as an Exempt Market Dealer (“EMD”) in each of the Canadian provinces. As such, Parvis has measures in place to identify conflicts that may arise between itself and its clients while providing its services or conducting its activities.

This Policy aims to ensure that Parvis and its Dealing Representatives put client interest first when making investment recommendations. It is provided to Parvis clients to ensure transparency and reasonably foreseeability regarding potential material conflicts of interest that may affect your interests as a client of Parvis. This Policy will also be provided to all new clients during account opening on the Parvis Platform at www.parvisinvest.com.   

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2.Purpose

The purpose of this Policy, and its related procedures, is to ensure compliance with Part 13, Division 2 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, and S.6 of the Parvis Policies & Procedures Manual. It is based on the fundamental concept that Parvis and its Dealing Representatives should put client interests first when making investment recommendations. To do so, Parvis has implemented this Policy, related procedures, and controls to address material conflicts of interest in the best interests of our clients. 

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3. Conflict of Interest 

Situation that may be considered to give rise to a conflict of interest, and consider a “conflict of interest” are any circumstance in which: 

1. the interests of different parties, such as the interests of a client and those of Parvis (or its Dealing Representative), are inconsistent or divergent;  
2. Parvis (or its Dealing Representative) may be influenced to put their interests ahead of the client’s interests; or iii) monetary or non-monetary benefits available to Parvis (or its Dealing Representative), or potential detriments to which Parvis (or its Dealing Representative) may be subject, may compromise the trust that a reasonable client has in their EMD. 

Parvis reasonable steps to identify and respond to each potential and actual material conflict of interest, determine the level of risk that a conflict of interest raises and respond appropriately to conflicts of interest.  A conflict of interest, could be expected to arise between and among:  

1. Parvis, including each individual acting on Parvis’ behalf, and an investor; 
2. Parvis, including each individual acting on Parvis’ behalf, and an issuer; 
3. issuers and/or investors in the issuers; and
4. within Parvis and  with other entities. 

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4. Procedures 

Parvis must address all material conflicts of interest between a client and itself, including the individuals acting on its behalf, in the best interest of their clients and must avoid any material conflicts of interest, if the conflict is not or cannot be, otherwise addressed in the best interest of such clients. When a material conflict of interest is identified, Parvis including the individuals acting on its behalf, shall address such conflicts through various policies and procedures and follow the following principles:  

1. Act in the client’s best interest in any financial transaction. 
2. Identify existing or potential material conflicts of interest between a client and Parvis or its Dealing Representative. 
3. If a Dealing Representative finds a material conflict of interest, they are required to address it in the client’s best interest and disclose it to the client in a timely manner. 
4. If Dealing Representatives cannot address a conflict in the client’s best interest, they are required to avoid it. 

Parvis or its Dealing Representative must not engage in any trading or advising activity in connection with a material conflict of interest identified unless the conflict has been addressed in the best interest of the client and Parvis has given its consent to proceed with the activity.  Parvis typically follows a three-pronged procedure to deal with conflicts of interest are: 

• Avoidance: Parvis will first determine if it should avoid the conflict of interest because it is sufficiently contrary to the best interests of a client, it is prohibited by law, or if there can be no other reasonable response to the conflict. Parvis’ policy is to avoid any material conflicts of interest between a client and the registrant if the conflict cannot be otherwise sufficiently addressed in the best interest of the client or until such time that Parvis has fully implemented sufficient controls to address the conflict in favour of the client.

• Control: If Parvis does not avoid the conflict of interest, it will consider what internal structures or policies and procedures it should have to reasonably address the conflict.  For example, Parvis may assign a different representative to provide a service to a particular client, create a committee to review, develop or approve a response to the conflict, monitor activity or use information walls for certain communication. Parvis will consider whether effective disclosure of material conflicts of interest is being provided to clients and determine what, if any, additional controls are required to sufficiently address the conflict.

• Disclosure:  Should Parvis not be able to avoid the conflict of interest, it must consider if it is required to disclose the conflict. Parvis will consider the appropriate timing and method of disclosing the conflict.  Parvis will then provide prior written disclosure of a conflict to the affected issuers that are promoted on the Parvis Platform and to investors in such issuers when there is a reasonable likelihood that the investor would consider the conflict important when entering into a transaction.  The disclosure will be prominent, specific, clear and meaningful to the client and explain the nature and extent of the conflict of interest, the potential impact on and risk that the conflict of interest could pose to the client and how the conflict of interest has been or will be addressed. Parvis will provide affected clients with written disclosure of all material conflicts of interest prior to or when a transaction is recommended, if applicable, or in a timely manner if the conflict is identified at a later date, if a reasonable person would expect to be informed of such conflicts. 

Parvis’s Chief Compliance Officer will consult the applicable regulations and will determine the steps taken by Parvis regarding methods of controlling conflicts of interest, timing of disclosure and determining when disclosure is appropriate. 

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5. Compensation Practices 

Parvis Representatives’ compensation involves commissions based on sales volume, fund retention periods, and achievements. In addition, executive compensation may be tied to the firm’s overall sales or revenue generation or to the Representatives they supervise. Parvis Representatives and supervisory staff may be perceived to be financially motivated to make recommendations that provide them better compensation. To address this conflict by having policies and procedures on compensation practices, and providing training to our representatives on their obligations to act fairly, honestly, and in good faith, and to resolve all material conflicts of interest in your best interest.  We also conduct a suitability assessment for each trade that we recommend to our clients. 

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6. Outside Activities 

Parvis  representatives may, at times, participate in outside activities such as serving on a board of directors, participating in community events, pursuing personal outside interests, or selling insurance products at other financial institutions. The outside activity may raise a perception that our Representatives favour their own interests over those of our clients. We address this conflict by adopting policies and procedures that require our Representatives to notify us of any proposed outside activity prior to engaging in the activity. Representatives cannot engage in outside activity unless it has been approved and determined that it can be resolved in the best interest of our clients. 

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7. Personal Trading & Non-Public Information

As an affiliate of a public company, Parvis has internal guidelines to control transactions involving its securities by its directors, officers, employees and consultants to ensure they are aware of and comply with their legal obligations and Parvis policies with respect to insider trading. Parvis may be privy to certain confidential or material non-public information which we are prohibited by securities law from using for the benefit of Parvis or its clients.  Parvis has adopted the Insider Trading, Blackout Period and Disclosure Policy for this purpose. 

Also, our representatives may invest in our funds, which may create an appearance or actual conflict of interest that the Representative may benefit from opportunities at the expense of our clients or the funds. We address this conflict by policies and procedures, including our Policies and Procedures Manual that are designed to ensure that our Representatives act in accordance with applicable laws and that they do not engage in personal securities transactions that are prohibited, such as insider trading. Parvis also has internal information barriers designed to ensure that confidential or undisclosed material information is not shared outside certain areas. Our policies also require that Representatives put client interests ahead of their own personal self-interests.

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8. Investment in Related and Connected Issuers

The only investment fund securities sold by Parvis are securities of the Parvis Direct Access Trust and the Parvis Direct Access Limited Partnership (“Parvis Funds”), each of which are a related/connected issuer for purposes of National Instrument 33-105, Underwriting Conflicts, as each Parvis Fund is managed by Parvis.  Parvis receives a management fee for its services as manager of the Parvis Funds.  Parvis’ relationship with the Parvis Funds may cause Parvis to perform due diligence on the products that it offers with a less independent view. We may also be considered to have an added incentive to sell the securities of the Parvis Funds, including that the judgment of our Representatives, management and supervisory staff may be affected by this relationship. While we do have policies and procedures in place to assess a purchase as suitable for a client, a client may wish to get independent advice from a trusted professional before you consider purchasing securities of Parvis Funds through Parvis. 

Listing of “related or connected issuer” products offered by us which are offered to permitted clients as defined in NI 31-103 and accredited investors as defined in NI 45-106 by way of an offering memorandum and subscription document include:

• Parvis Direct Access Trust
• Parvis Direct Access LP

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9. Gifts, Entertainment, and Purchasing Services or Assets from Clients

Parvis and its Representatives may be offered, or receive, gifts or entertainment, or purchase services or assets from clients, which may create an appearance that the activity influenced our decisions or recommendations. We address this conflict by implementing policies and procedures on these activities, which includes a requirement that representatives report such activities to our compliance department.

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10. Marketing & Promotion 

The use of social media websites creates the potential for compliance and supervisor challenges for Parvis. Our Policy and Procedures Manual, along with our platform Terms and Conditions  establishes standards of business conduct related to Representative use of marketing or social media. The use by a Representative of any personal or unauthorized social media web sites, chat rooms or social blogs on any device for the purpose of promoting, marketing or advertising Parvis  services is strictly prohibited. While Parvis maintains a social media presence that includes our website and company managed social media accounts, content management of these social media accounts is restricted to authorized Representatives, with all content reviewed before posting.

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11. Changes  

We may change this Conflicts of Interest Policy from time to time. For example, we may later consider we have another material conflict that we have not previously disclosed to you, or we may change how we address the conflict in your best interest. You can obtain the current version of this Policy at any time by logging into your account at www.parvisinvest.com.

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About Parvis

Parvis is a technology-driven real estate investing platform. Focused on supporting capital raising efforts by issuers and broadening access to institutional quality real estate investment opportunities, Parvis promotes greater access in this historically inaccessible and illiquid asset class. Enabled by blockchain technology, Parvis makes finding, tracking, and maximizing investments an experience that is both frictionless and empowering. Parvis Investment Services Inc., a wholly owned subsidiary of Parvis, is registered as an Exempt Market Dealer in all Canadian Provinces. Parvis, headquartered in Vancouver, employs experts in Toronto, Vancouver, Kelowna and Montreal. Additional information about Parvis is available at www.parvisinvest.com and on SEDAR at www.sedar.com.

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For further information, please contact:

David Michaud, Founder & CEO, Parvis Invest Inc.  

david@parvisinvest.com

844.487.4866

CONTEST

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OFFICIAL RULES AND REGULATIONS

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(the “Rules”)

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1. The Parvis Invest contest (the “ Contest ”) starts at 7:00 a.m. on 27 September, 2024 and closes at 11.59 p.m. on 29 September, 2024, based on Eastern Standard Time (NYC/Toronto)  (the “ Contest Period ”). No purchase necessary. Void where prohibited. The Contest will be administered by Parvis Invest Inc. (The “Company”).

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2. To enter and to be eligible to win, entrants must be a legal resident of Canada and have reached the age of majority in their place of residence. 

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Employees of Parvis, its agents, parent, affiliated or related companies, subsidiaries, divisions, prize sponsors, promotional and advertising agencies or of any other entity involved in the development, production, administration, or fulfillment of the Contest, as well as the parents, siblings and children of any such employees and any person domiciled with such employees, are ineligible to enter. 

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3. HOW TO ENTER THE CONTEST:  During the Contest Period, complete the contest entry form (the “Form”).  Click on the Contest Link or use the QR code and complete and submit your entry by following the instructions found on the Form. All entries must be submitted during the Contest Period. If you fully complete and submit your entry during the Contest Period, you will receive one (1) entry into the Contest. Entries must include your name, postal code, email address and ten-digit telephone number. Limit of one (1) Entry per individual.

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Entry to the contest and completing the Form allows Parvis to contact you about future investment opportunities over phone, email and SMS. You may opt out of receiving further communications at any time.

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PRIZES. There is one prize, a $200 Air Canada gift certificate. 

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The prizes must be accepted as awarded. The prizes may not be sold or transferred. The prize will be delivered by email.

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4.The winner accepts the Prize as offered and releases the Company from any and all liability of any kind arising out of the potential winner's participation in this Contest and receipt and use of the Prize. In the event that a potential winner does not comply with all the provisions as contemplated in these Rules,the Company shall have the right to disqualify the potential winner, and draw an alternate potential winner, and the Company shall be fully and completely released and discharged from any liability or responsibility in this regard.

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5. By entering this Contest, the entrants and participants automatically agree to accept and abide by these Rules. All decisions with respect to any aspect of this Contest, including without limitation the eligibility of Entries, are final and binding on all entrants in all matters as they relate to this Contest. 

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6. All Entries become property of Parvis who assumes no responsibility for garbled, lost, late, delayed, destroyed or misdirected Entries, mail, voice messages, e-mail or any computer errors or malfunctions . The sole determinant of the time for the purposes of this Contest will be the Contest server machine(s) and related-timekeeping systems of the company. No correspondence will be entered into except with incoming requesting Rules by mail or requesting the names of the Prize winners (for which a self-addressed, postage paid envelope must be included). Parvis does not assume any responsibility for incorrect or inaccurate capture of entry information, technical malfunctions, human or technical error, seeding or printing errors, lost, delayed or garbled data or transmissions, omission, interruption, deletion, defect or failures of any telephone or computer line or network, computer equipment, software or any combination thereof. Entry materials or data that have been tampered with or altered are void. If for any reason, in the opinion of the company, in its sole discretion, the Contest is not capable of running as originally planned, or if the administration, security, fairness, integrity or the proper conduct of the Contest is corrupted or adversely affected, including by reason of infection by computer virus, bugs,tampering, unauthorized intervention, fraud, technical failures or any other causes beyond its control, the company reserves the right (subject only to the consent of the Régie des alcools, des courses et des jeux) to cancel, terminate, modify, amend, extend or suspend the Contest, and select a winner from previously received eligible Entries. Contest Sponsor reserves its right (subject only to the consent of the Régie des alcools, des courses et des jeux) to modify the Rules without materially affecting the terms and conditions hereof. The company reserves its right in its sole discretion to disqualify any individual it finds to be tampering with the entry process or the operation of the Contest or to be acting in violation of the Rules or otherwise in a disruptive manner. Any attempts to deliberately damage the Contest website or to undermine the legitimate operation of this Contest is a violation of criminal and civil laws and should such an attempt be made the company reserves its right to seek remedies and damages to the fullest extent of the law . The company shall not be held responsible for any errors or negligence that may arise or occur in connection with the Contest including any damage to an entrant's computer equipment, system, software or any combination thereof, as a result of their participation in this Contest or from downloading any material from the Contest website. 

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7. For Quebec residents, any litigation respecting the conduct or organization of this Contest may be submitted to the Régie des alcools, des courses et des jeux du Québec for a ruling. Any litigation respecting the awarding of a prize may be submitted to the Régie only for the purpose of helping the parties reach a settlement.

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8.Contest is subject to all applicable federal, provincial and municipal laws and regulations.  By entering this Contest each entrant consents to the collection, use and distribution of their personal information (information that identifies an entrant as an individual, such as phone number, email, name) by the company for the purposes of implementing, administering and fulfilling this Contest. Contest Sponsor will not sell or transmit this information to third parties except for the purposes of administering this Contest. By entering the Contest, entrants consent to the manner of collection, use and disclosure of personal information as set out in the company’s Privacy Policy, which is available at  https://www.parvisinvest.com/legal/privacy-and-cookies. Any inquiry concerning the personal information held by the company should be addressed to Parvis Invest Inc. at 410 W Georgia St. 3rd Floor Vancouver, BC  V6B 1Z3.

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9.In the event of any discrepancy or inconsistency between the terms and conditions of the Rules and disclosures or other statements contained in any Contest related materials, including but not limited to the Contest entry form, or point of sale, television, print or online advertising, the terms and conditions of the Rules shall prevail, govern and control. In the event of any discrepancy or inconsistency between the English and French version of the Rules, the English version shall prevail.

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10. All intellectual property, including but not limited to trade-marks, trade-names, logos, designs, promotional materials, web pages, source codes, drawings, illustrations, slogans and representations are owned by the company and/or its affiliates. All rights are reserved. Unauthorised copying or use of any copyrighted material or intellectual property without the express written consent of its owner is strictly prohibited.

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Limitation of liability

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The information or data contained on this website (“Site”)are provided exclusively for information purposes and must not be taken to be comprehensive advice that applies to your financial situation or as specific advice of a financial, legal, accounting, tax or investment nature. Please consult your personal financial advisor with regard to your financial position.

The information contained on this Site is reputed to be accurate and reliable at the time of publication on the site; however, we cannot guarantee that it will remain accurate, reliable, complete or up-to-date. This information may be modified. We assume no responsibility for any losses incurred due to the use of this Site or to the unavailability of this Site. Unless noted to the contrary, the information is not verified and is provided “as is.” We make no claims that this Site will not experience interruptions or be free of errors, that such flaws will be corrected, that the site or the server that hosts it is free of viruses or other harmful elements.

You agree that in no event will Parvis or any related entities or their respective trustees, partners, shareholders, directors, officers, employees, agents or other representatives (collectively “Parvis Representatives”) have any responsibility or liability in connection with this Site, the content, or the investments offered on this Site for any losses or damages whatsoever, whether based on contract, tort or other legal or equitable basis, including without limitation direct, indirect, special, punitive, exemplary or consequential damages (including without limitation damages for harm to business, loss of information or data, loss of profit, loss of savings or revenue, loss of goodwill or other economic loss) arising from or in connection with or relating to the use of or access to, or any inconvenience, delay or loss of use of or access to, this Site, its content, the investments or any content of any linked website, or failure of such websites, even if Parvis or any Parvis Representatives have been advised of the possibility of such damage or loss or if such damage or loss was foreseeable.

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Security

Sections of this Site are protected and may not be used except with an identification number and password. You are solely responsible for the security of your identification number and password to ensure that no one uses them without your permission. You are responsible for any fraud or liability arising from the use of your identification number and your password. Parvis is not obliged to confirm the identity or right to use of any person whatsoever who uses your identification number and your password. Please contact us as soon as possible if you discover that your identification number and your password have been stolen or fraudulently used.

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Copyright

All information contained on this Site of Parvis is protected by applicable copyright laws. It is prohibited to copy, distribute, modify, post or use any text, image, video clip, program code or user interface design or logo. Any unauthorized use or reproduction of these brands and names is strictly prohibited. Parvis will remove infringing materials in accordance with applicable legislation if properly notified that content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify Parvis in writing.

Users of this Site may be permitted to create, submit, or share certain information through this Site (“Posts”).

• By posting, uploading, or sharing any Post, you grant us a non-exclusive, sub-licensable, royalty-free, worldwide, and perpetual license to access, use, host, store, reproduce, modify, create derivative works, communicate, transmit, publish, publicly perform, publicly display and distribute your Post in our sole discretion. This licence continues even if you stop using the Site.
• In submitting any Posts, you agree that you are solely responsible for your Posts, and that you will comply with all laws that apply or may apply to your use of or activities on this Site. Parvis may investigate occurrences which may involve violations of such laws and co-operate with law enforcement authorities in prosecuting users who are involved in such violations. You also agree not to post any Posts that are illegal or otherwise are in breach of these Terms, including where the Posts disclose any private or Personal Information about any person without that person's permission; or infringe the intellectual property rights of any person.
• Comments or opinions expressed in each Post are those of their respective contributors, and do not represent the views of Parvis. Parvis has no obligation to screen or censor any of the Posts, although Parvis reserves the right to do so from time to time. As a result, Parvis has no control over, and disclaims any responsibility and liability for, the content, truth, accuracy, or completeness of any Post, or the quality, safety or legality of the subject of the Post. Each person making a Post is solely responsible for the form, content and accuracy of such Post.
• Because user authentication on the Internet is difficult, Parvis cannot and does not confirm that each user is who they claim to be. As a result, you acknowledge there may be, and you assume all, risks associated with dealing with other users with whom you come in contact through this Site and Service.

Hypertext links

Reference on this Site to the products or services of third parties does not signify that Parvis endorses or approves such products or services and is provided only for convenience. Parvis neither endorses nor approves links to other websites, third parties, or their products or services, and is not responsible for any incompatibility, inconvenience, contamination by computer viruses or worms, Trojan horses or any other destructive agent originating from these sites. Linking to other sites is at your own risk and Parvis will not be held liable for any damage caused by such links.

If you link to this Site to another website, you agree that the other website shall not (a) alter the visual presentation of this Site; (b) imply that Parvis is endorsing you or any other person, or your or such other person's products or services; (c) imply an affiliation between you or any other person, or your or such other person's products or services, and Parvis without our prior written consent; (d) misrepresent the relationship of you or any other person with Parvis or present false, misleading or otherwise damaging information about Parvis or any of its products or services; or (e) contain materials that may be illegal or interpreted as distasteful, harmful, offensive, or inaccurate.

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General waiver of responsibility

The returns shown are overall annual historic yields and past results do not guarantee results in the future. The information presented consists of projections and forecasts based upon information, including forward-looking assumptions and estimates of what might be achieved, that was provided to Parvis by the issuer(s) without any assurance whatsoever as to their attainability. There can be no assurance whatsoever that these projections and forecasts will be achieved, and information and projections may change without notice.

No investment offered on this Site is secured by any collateral or guaranteed or insured by any third party unless expressly stated and agreed otherwise. No securities regulatory authority has approved or expressed an opinion about any of the securities offered on the Parvis Site. The Investor may lose some or all of his or her investments in any of the securities because securities offered on this Site are risky and speculative.

The information contained in this site is subject to change without notice and Parvis cannot be held responsible for any inaccuracies in the information provided. The information contained on this Site does not constitute specific advice of a financial, legal, accounting, tax or investment nature. Please consult your personal advisor before making any investment decisions.

You are advised that accessing or using this Site from locations where its contents are illegal is prohibited. If you access this Site from locations other than Canada or the United States, then you do so on your own initiative and you are solely responsible for compliance with all applicable laws, including securities laws and regulations, and intellectual property laws of other countries.

You acknowledge and agree that this Site (including without limitation the content or information provided in respect of the Investments) are provided on an “as is” and “as available” basis and that any use of or reliance on this Site shall be at your sole risk.

The content is not a substitute for the skill, judgment and experience of the user, its management, employees, advisors and/or clients when making investment and other business decisions. We are not liable or responsible for any reliance placed on such information by you or anyone who you may inform of any of its contents.

Parvis and its affiliates do not make any, and expressly disclaim all, representations, warranties, covenants and conditions, express or implied, by operation of law or otherwise, including without limitation any implied warranties and conditions of merchantable quality, or fitness for any particular purpose, or non-infringement, or those arising out of course of performance, course of dealing or usage of trade with respect to this Site (which includes the content of all documentation related to the Investments). For greater certainly, Parvis does not warrant that this Site will a) meet your requirements, b) be compatible with your computer or mobile devise or any related equipment, c) be reliable, accurate, authentic, current or complete, d) continue to operate, e) operate without interruptions, or f) be free of any errors.

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Terms and Conditions

Acceptance of Terms: “Parvis”, “we”, “us” or “our” means Parvis Invest Inc. or Parvis Investment Services Inc, (when applicable) and the “Investor,” “you” or “your” means a user of the website or registered investor. These Terms and Conditions (“Terms”) are effective as of the first day you agree to them (the “Effective Date”).

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The Terms govern the use of the website at www.parvisinvest.com and the Investor Platform (the “Site” or the “Platform”). Please read these Terms set out herein carefully before using the Site as these Terms govern your access to and use of the Site and the Services or any aspect thereof. These Terms exempt Parvis and others from liability and/or limit our and their liability and contain other important provisions that apply to your use of this Site.

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The Site provides information regarding potential investments and allows users to evaluate, and commit to participate in, certain investment activities. These Terms are a contract between you and Parvis and its affiliated entities governing your use of services available by means of this Site (“Services”). The contents of the Site include, without limitation, all information, data, products, materials, Services, software applications and tools, design elements, text, images, photographs, illustrations, audio and video contents, artwork, graphics contained therein or otherwise made available to you in connection therewith (collectively the “Contents”) and, unless the context clearly requires otherwise, or we explicitly say so in writing, the term “Site” includes all of the Contents. By registering on our Site, you acknowledge receiving benefits by being able to access this Site and you accept the legally binding Terms set forth below, as well as the terms of our Privacy Policy. We may also ask you to indicate your consent more formally by checking a box or otherwise taking an affirmative action. By visiting this Site, you accept to comply with the Terms, which may be modified from time to time without notice by changes to this document. By using any Service, you acknowledge and accept our Privacy Policy and consent to the collection and use of your data in accordance with the Privacy Policy. This is a legally binding contract between you and Parvis. If you have any questions about its meaning you should consult with a lawyer before using the Site. Please read this document carefully before you access or use the Site. By accessing or registering at the site, you agree to be bound by the terms and conditions set forth below. If you do not wish to be bound by these terms and conditions, please do not access our site or register for our Platform.

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Parvis may, at its sole discretion, modify or replace these Terms by posting the updated Terms on the Site. Unless otherwise indicated by Parvis, any changes will become effective on a prospective basis from the date of posting. It is your responsibility to check the Terms periodically for changes. Your continued use of the Service following the posting of any changes to the Terms constitutes acceptance of those changes. The Site will notify you by email when there have been changes to the Terms and Parvis reserves the right to change, suspend, or discontinue the Service or any of its features at any time for any reason. Parvis may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. Clicking that you agree to the Terms and Conditions or continuing to use the Site has the same legal effect as signing a paper version.

Summary of Service: Parvis is a Canadian Corporation, registered as an exempt market dealer pursuant to National Instrument 31-103 (Registration Requirements and Exemptions). The Platform is a marketplace for real estate projects, funds and investors seeking to invest directly in alternative investments such as real estate with an attention on community and social impact projects with the potential for financial return. Parvis is currently only offering investments privately offered and are transactions exempt from prospectus and registration requirements (“Investment”). Parvis is currently preparing the necessary regulatory applications to be registered under applicable securities and mortgage laws where it intends to operate. An investor may retain Parvis to perform one or more of the following services:

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a) To provide investors with investment opportunities and to facilitate investments by the investor into real estate properties or development projects via its Platform (“Property Offering”).

b) To facilitate every step of the investment process such as document signing (“Offering Agreements”), investment fund transfer and facilitating the opportunity to trade investments on the Platform’s Secondary Market.  Offering Agreements includes any subscription agreement, offering disclosure form, or any other agreement entered into related to the sale or distribution of a security.

c) To act as an intermediary broker for property owners and developers (“Property Issuer”) and you (“Services”). A Property Issuer means an entity that requested financing or offered to indirectly sell securities through our Platform.

Registration: You may browse the Site without registering, but to review Investment opportunities you must register. By registering, you represent and warrant to Parvis that you will provide accurate, complete, and updated registration information, and you agree to immediately provide corrected information if any of the submitted information is no longer accurate, complete and current. You further represent and warrant that your use of the Site and the Services does not violate any applicable laws, rules or regulations.

We are legally required to verify your identity for you to use our Services and to subscribe to Property Offerings.  Therefore, you acknowledge and agree to disclose certain personal and financial information and that we may share your information with third parties to confirm your eligibility and to verify your identity information. You authorize us to collect and, in applicable instances, submit certain personal information to the securities regulators on your behalf and on behalf of Parvis. This information is being collected on behalf of and used by the applicable securities regulator.

When registering, you shall not use as a User ID any name or term that i) is the name of another person, with the intent to impersonate that person; ii) is subject to any rights of another person, without appropriate authorization; or iii) is offensive, vulgar, or obscene. Parvis reserves the right in its sole discretion to refuse registration of or cancel a User ID. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Site. We will treat anyone who uses your User ID and password as "you" for all purposes, and we will hold you responsible for the activities of the person using your password. You will never allow any other person to use your account, nor will you use the account of any other User. You will immediately notify Parvis in writing of any unauthorized use of your account, or other known account related security breach.

a) The Platform means all information, functionality, and otherwise related to the Parvis Web site and app, any Parvis emails, any Parvis Social Media sites or channels, and any related communications. An Investor is a registered user of the Platform, including any corporate entity, registered as an Investor for the purpose of viewing opportunities on the Parvis Platform, providing financing or buying securities from a Property Issuer.

b) To register as a Parvis Investor, you will be required to provide new account client information.  This includes Know Your Client Information (KYC), Anti-Money Laundering Information (AML) and accredited or eligible investor (“Qualified Investor”) information.  Your account information also includes financial information, tax information and any other information required to confirm your suitability as an investor and to be able to provide you the Services.

c) You are registering as an Investor on our Platform to be eligible to use our Platform and subscribe to Property Offerings. Only registered Investors can see all the information provided in the Property Offerings and make an investment.

d) In order to register as an Investor you must have i) a full legal capacity to enter into, execute, and perform our Terms in your jurisdiction of residence, ii) or on behalf of a business in your jurisdiction of residence for which financing or a purchase of security is being offered and be able to qualify as a Qualified Investor or iii) under some other exception where the prospectus requirement does not apply to a distribution of a security.

e) In most instances, in order to qualify as a Qualified Investor and participate as an Investor on our Platform, you must have at least $1,000,000 in net assets, or must have personal annual net income greater than $75,000, or an annual net income of $100,000 when combined with a spouse’s income. If you want to invest as a non-individual, then you must qualify as a Qualified Investor as defined in the National Instrument 45-106 – Prospectus and Registration Exemptions.

f) If you do not qualify as a Qualified Investor, another option may be available to you, subject to determination and approval by Parvis. You acknowledge, warrant, and agree that you will provide accurate and complete information to Parvis for the accurate determination of whether you qualify as a Qualified Investor and if you can participate as an Investor on our Platform.  

Communications: You consent to receive from Parvis all communications including notices, agreements, legally required disclosures, or other information in connection with the Services electronically. Parvis may provide the electronic notices by posting them on the Site and/or emailing you that there has been an update. You agree that Parvis may send communications to you via your mailing address, email, or telephone provided by you in your Account. You agree to notify us of any changes in your address or contact details. Parvis may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means.

You are obligated to review the Parvis Services periodically for changes and modifications and agree not to contest the admissibility or enforceability of the Site's electronically stored copy of these Terms in any proceeding arising out of these Terms. Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Parvis shall have a reasonable period to effect such a change and Parvis may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address, and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.

Investment Offerings: Parvis makes certain speculative Investment offerings available on this Site, and these Investments are only suitable for sophisticated users who are familiar with and willing to accept the high risk associated with these types of Investments. In order to invest through this Site, users must have high risk tolerance, low liquidity concerns and be comfortable with making long-term commitments. Users of this Site must be able to afford to lose their entire investment. Offerings have not been reviewed or approved in any way by a securities regulatory authority or regulator in any jurisdiction. Any information provided by Parvis is not intended to provide legal, securities, accounting or tax advice and should not be relied upon in that respect. You should not act or rely on any information on the Site without seeking the advice of a professional. This Site and any information provided in respect of an Investment is neither an offer to sell nor a solicitation of an offer to purchase any security or Investment. Parvis conducts certain vetting and due diligence on issuers who list Investments offers through the Site as required by applicable law. However, Parvis does not guarantee the performance of any Investment. The accuracy of any information in respect of an Investment is solely the responsibility of the applicable issuer, and you must proceed directly against such issuer in the event of any claim you may have about an Investment. You may receive limited ongoing information about an issuer, a potential Investment or an Investment already made. Parvis' listing of an Investment and any annotation provided by Parvis in respect of such Investment does not amount to recommendations to purchase, hold, or sell any securities or to make any investment decisions, and do not address the suitability of any security. All information you receive from Parvis in respect of an Investment is confidential (“Confidential Information”). You agree to use any Confidential Information solely for the purpose of considering and/or completing an investment through the Site, and not for any other purpose, including for any third party's benefit. You agree to keep strictly confidential and not to disclose to or disseminate any of the Confidential Information to anyone without the express written consent of the issuer of an offered Investment except that you may disclose the Confidential Information to your employees, advisors and capital providers who are required to have the information in order to evaluate or engage in discussions regarding an Investment but only after such persons have agreed in writing to confidentiality obligations at least as restrictive as the ones set forth in these Terms. You must ensure that those persons comply with the obligations imposed on you under these Terms and you agree to be liable for any such person's failure to abide by these restrictions. You agree you will not directly or indirectly communicate with or solicit any party making an Investment offer.

Investor Representations and Warranties: The Investor acknowledges, represents, and warrants to Parvis and agrees with Parvis as follows:

a) You have the requisite legal capacity, authority, and power to execute, deliver and perform your obligations under our Terms that become enforceable against you. Your execution of this Agreement and the performance of your obligations hereunder do not conflict with or violate any obligations by which you are bound, whether arising by contract, operation of law, or otherwise.

b) If the Investor is an entity, the trustee, agent, representative or nominee (the “Investor Representative”) accepting our Terms on your behalf has the requisite legal capacity, authority, and power to execute, deliver and perform such execution and the obligations under these Terms, as applicable. You will promptly notify Parvis of any change in such authority, including any changes to the Investor's organizational, delegation or formation documents that change the information the Investor provides to Parvis on opening the Investor’s account.

  i) For Entity Clients: If the Investor Representative is accepting our Terms, the Investor and its Investor Representative understand and agree that the representations, warranties, and agreements made herein are made by the Investor both with respect to the Investor and its Investor Representative.

  ii) For Joint Investors: If Investors are accepting our Terms jointly, the Investor understands and agrees that the representations, warranties, and agreements made herein are made on behalf of all of the joint account holders and further agrees that each (a) is an Investor; (b) has the authority to act on behalf of the account and that Parvis will accept such instructions from any one investor; (c) is jointly and severally liable per the Terms; and (d) that in the case of death of any of the joint account holders, interest in the investment shall vest in the surviving account holder(s) (in most Provinces) under the same Terms and the surviving Investor(s) shall promptly provide Parvis with written notice thereof and provide any estate documentation reasonably requested by Parvis.

c) You qualify as an accredited or eligible investor under the investor exemptions as defined under Canadian Securities regulators’ National Instrument 45-106.

d)  Securities laws provide you as an Investor a right of action or a right of rescission against an issuer of securities, if there is a misrepresentation in the Offering Agreements. You acknowledge that you will carefully review all the documents and timely assert your rights if there is any misrepresentation or false information provided to you. You also acknowledge that no relief will be available if you invest with knowledge of the misrepresentation.

e)  No securities regulatory authority has approved or expressed an opinion about any Property Offering or any security, which may be offered on the Parvis Platform.

f)  Each Property Offering you choose to consider is a unique security and may not be a suitable investment to you; and that Parvis does not provide investment advice or recommendations to you concerning your proposed investment. You hereby acknowledge that you alone are responsible for your decision to offer financing to a particular security or to buy any particular security.

Restricted Activities:  We may in our sole discretion, with or without cause and with or without notice, restrict your access to the Platform. You hereby agree to immediately notify Parvis if you identify any fraudulent activity in connection with our Platform. You agree that you will not do the following in connection with any of our Services, Platform and investment offerings.

1. misrepresent your identity, or describe, present or portray yourself as a person or entity other than yourself

2. represent yourself to any person, as a representative, employee, or agent of Parvis or any of its affiliates or subsidiaries, or purport to speak to any person on behalf of Parvis or any of its affiliates or subsidiaries;

3. contact property issuers in ways other than as authorized by Parvis;

4. publish, share or otherwise disclose any information, business secrets, images, or otherwise from any investment offering to any other person, entity, or party except for the purposes of making an investment decision with respect to the offering investment in question;

5. publish, share or otherwise disclose your password to others;

6. post, upload, publish, display, transmit, share, store or otherwise make or attempt to make publicly available on our Platform or on any other Web site, or in any email, blog, forum or other communication of any kind, any private or Personal Information of any other investor, visitor or other third parties, whether or not such private or personal information is displayed on or ascertainable from the Platform, or obtained or obtainable from sources unrelated to our Platform;

7. post, upload, publish, display, transmit, share, store or otherwise make or attempt to make available on the Platform any material that: i) infringes on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; ii) violates any applicable laws; iii) is defamatory or libelous; iv) is lewd, hateful, violent, pornographic or obscene; v) violates any laws regarding unfair competition, anti discrimination or false advertising; vi) promotes violence or contains hate speech; vii) contains viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful programs;

8. violate any laws including but not limited to, the Criminal Code, federal and provincial privacy laws and regulations; and

9. share or otherwise fail to secure your username, email, or password.‍

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Use of the Platform: Parvis is not responsible for any damage (direct, indirect, special, economic, consecutive, exemplary, or punitive) incurred following use or unavailability of this Site, its content, or any action or decision taken by you or another person based on the website, its content or any other unauthorized use or reproduction of the Site or its contents. Parvis takes precautions to protect client information on our website. In certain sections, Parvis uses encryption protocol to protect data transmission. When you are in a protected zone, the lock icon of Web browsers is locked.
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User Content: You agree not to post, upload or transmit content that violates any privacy right, publicity right, patent, trademark, contract right, copyright, or other right of any party or other person. Please ensure your activities are appropriate and relevant to the members of this community and contribute positively to the content and conversation herein. Parvis may remove any comments, photos, videos, discussion posts, wall posts and any other visitor or third party posted content that contains confidential information, profanity, illegal material, spam or is otherwise deemed to be inappropriate. Parvis reserves the right to ban from this site any commenters that violate these parameters. Please avoid specific mention or discussions about investment advice, products, or specific securities. Visitors to this page must avoid posting positive reviews of their experiences with the adviser or its services as such testimonials are prohibited under applicable law and may not reflect the experience of all Parvis clients.  

The entire content of the site, including third party posts, is archived by Parvis to comply with applicable laws and regulations. Parvis maintains a presence on certain social media sites, currently LinkedIn, Instagram and Facebook, but is not affiliated with these sites and has no control over how third-party sites will use the information shared on the site. Please read and understand the privacy policies and terms of service for each social media site you participate in and understand how your information can be displayed and used throughout the site as well as other third-party sites that may be linked to by such third-party sites. The information and opinions are subject to change without notice and do not purport to be complete. If you have questions about our business, you can contact us at info@parvisinvest.com.

Social Media: Information posted on Parvis's social media sites should not be construed as personalized advice or recommendation of any security or investment strategy by Parvis or any of its affiliates or as an offer to sell or solicitation of an offer to buy any securities. If you are a Parvis client and have questions or concerns that are specific to your account(s), please contact us directly. You should never post personal, account or transaction information anywhere on any social media site. Any opinions expressed by Parvis or its employees on its social media accounts are as of the date of publication and are subject to change. Information that Parvis posts on its social media sites is taken from sources that Parvis believes to be reliable but is not guaranteed by Parvis as to accuracy or completeness. Parvis social media sites may contain links to articles or other information that are contained on a third-party website. Parvis does not endorse or accept responsibility for the content, or the use, of the website. Parvis assumes no liability for any inaccuracies, errors or omissions in or from any data or other information provided on the pages. Parvis does not review content, advertisements, activities, or any other information posted on sites linked by third parties. Any opinions or statements posted by third parties are their own and may not be representative of the experience of others or indicative of future performance or success.

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Third Party Sites: The Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. Those other websites are not under Parvis's control, and you acknowledge that Parvis is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with Parvis. You further acknowledge and agree that Parvis shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.

Third Party Agreements: Parvis uses third-party service providers for various services it provides to you as part of its Services. These services include suitability screening, electronic document signing and payment services. By investing on our Site, you agree to be bound by our Privacy Policy and Terms of Service. You hereby consent and authorize Parvis to share any information and payments instructions you provide with the Services Providers to the minimum extent required to complete your transactions and offer the Services to you.

Payment: Any fees or expenses payable in connection with an Investment will be set out in the information and documents provided in respect of such Investment. It is your responsibility to carefully review such documents, and by participating in an Investment you agree that, if any fees or charges are payable by you, you are responsible for and agree to pay promptly, all such fees and charges, including applicable taxes.

Legal, Accounting or Tax Advice: Parvis does not provide legal, accounting or tax advice. Any representation or implication to the contrary is expressly disclaimed. You should consult your own legal, accounting and tax professionals.

‍Currency: Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement will be in lawful money of Canada.‍

Limitation of Liability: In no event except for our suitability obligation and other obligations under securities law shall either you or we be liable to one another for any lost profits including special, exemplary, consequential or punitive damages, even if informed of the possibility of such damages. You further agree that in no event shall Parvis be liable or responsible in any manner for any direct, indirect, special, incidental or consequential damages, however caused, resulting from any investment you made in any Property Offering promoted on our Platform. You hereby agree that Parvis’ total liability under or arising out of this Agreement shall be limited to the aggregate amounts paid or due and owing by you to us hereunder.

Indemnification & Risk of Loss: Parvis shall not be obligated to indemnify you against any claims, losses, liability or expense (including, without limitation, costs, charges, legal fees and disbursements) that you may suffer or incur as the result of or based upon any negligent act or omission, willful misconduct or fraudulent action on your part. To the extent permitted under applicable law, you understand and agree that Parvis will not be liable to you for any losses incurred by you that arise out of or are in any way connected with any Property Offering transaction or other act or failure to act of Parvis under our Terms, including, but not limited to, any tax liability asserted against you by any federal, provincial or local authority with respect to the Property Offering, so long as such act or failure to act does not constitute a breach of Parvis’ fiduciary duty to you. You shall indemnify and defend Parvis and its directors, officers, shareholders, employees and affiliates and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, by reason of any act or omission of you or any custodian, broker, agent or other third party selected by Parvis in a commercially reasonable manner or selected by you. In addition to the above indemnities, for entities, the Investor Representative shall further indemnify and defend Parvis and its directors, officers, shareholders, employees and affiliates and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, resulting from or in connection to your assertion of Investor Representative’s lack of proper authorization from you to subscribe to our Terms.

Cancellation: We do not warrant or guarantee that your investment will be accepted by Parvis and that a Property Offering will not be canceled before the investment is to be transferred to the Property Issuer. Parvis cannot guarantee that the Property Offering will perform as agreed. If you do not have any investment agreement in the process of being executed or funds to transfer with respect to an investment offering, you may cancel your account registration at any time. When you enter into any investment agreement, you can terminate such agreement pursuant to its terms. Any investment offering you have entered into prior to the effective date of cancellation shall remain in full force and effect in accordance with their terms.

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‍Assignment: You may not assign, transfer, sublicense or otherwise delegate your rights hereunder to another person.

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Non-Canadian investors: This Site and its contents should not be considered an offer to sell or a solicitation to buy securities to any person residing in the United States of America or in any other jurisdiction in which such an offer or solicitation is unlawful, or to any other person to whom it is unlawful to make a solicitation. Investors should contact their financial advisors for further details.‍

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English Language: You agree that these Terms of Use any correspondence in connection therewith will be drawn up in English only. Vous convenez que ces Conditions d’utilisation et toute correspondance connexe seront rédigés en anglais seulement.

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Governing Law: Should any dispute arise from the use of the Platform, the Terms applicable should be governed in accordance with the laws applicable in the Province of British Columbia and the laws of Canada applicable therein regardless of the laws that might otherwise govern under applicable British Columbia principles of conflicts of law.

In consideration of the mutual covenants herein, the Client and Parvis agree as follows:

• These Terms are available on the Parvis Website at ParvisInvest.com where it will be periodically updated.  It can be accessed at any time by logging in to our Platform. Any amendment shall be effective upon posting our amended Terms on the Platform or otherwise delivered to you.
• You understand and agree that your continued use of the Platform or our Services after we have posted any amended Terms constitutes your acceptance of the amended Terms. It is your responsibility to consult the Platform for changes or new versions of these Terms.
• To become an Investor on this Platform, you must read and consider our Terms carefully and contact Parvis should you have any questions before entering into it.
• You agree that any electronic transmission or posting of our Terms on our Platform shall constitute an original and legally binding document.
• Your eligibility to participate and use the Platform is subject to final approval by Parvis.
• The Platform’s Disclosures, Disclaimer, and Privacy Policy are incorporated by reference and form part of these Terms. You agree to accept all Terms and clicking that you agree to these Terms has the same legal effect as signing a paper version.
• Our Relationship Disclosure Document, made available on our Platform, is incorporated by reference and forms part of this Agreement.

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Privacy Policy

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The purpose of this Privacy Policy is to inform you about the types of Personal Information that Parvis Invest Inc. (“Parvis,” “we,” or “us”) collects, uses and discloses in connection with the Parvisinvest.com website and the Parvis service (collectively, the “Site”). It explains how we use and disclose that information, the choices you have regarding such use and disclosure, and how you may correct that information. By accessing the Site, you agree to the terms of this Privacy Policy.

We are committed to your privacy, by complying with the applicable privacy laws and regulations in Canada.From time to time, we may make changes to this Privacy Statement. The Privacy Statement is current as of the “last update” date which appears at the top of this page. We will treat Personal Information in a manner consistent with the Privacy Statement under which it was collected, unless we have your consent to treat it differently. This Privacy Statement applies to any information we collect or receive about you, from any source.This Privacy Statement applies only to the collections, uses and disclosures of Personal Information by Parvis and not to other web sites that we have linked to the Site.

Parvis needs to collect Personal Information from our clients and prospective clients in order to properly fulfill its duties. Understanding a client’s needs and wants, financial position and family issues helps ensure that investment recommendations are suitable (when applicable) and that Parvis can offer, provide and enhance its Services to meet client needs. Parvis is committed to protecting the confidentiality of Personal Information in its possession.

“Personal Information” is any information that is identifiable with you. This information may include but is not limited to your name, mailing address, phone number, email address, birthday, age, address, social insurance number, educational and/or employment history, banking information, investment objectives, and investment experience. Personal Information, however, does not include your name, business title or business address and business telephone number in your capacity as an employee of an organization.

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Parvis is committed to protecting Personal Information

Personal Information provided to Parvis is protected against loss, theft, unauthorized access, use, disclosure, copying, or modification by safeguards appropriate for sensitive information. Personal Information is retained in a designated secure area or electronic database. All Parvis personnel are responsible for ensuring the confidentiality, appropriate use and protection of all Personal Information to which they have access as a result of their relationship with Parvis and for compliance with Parvis’s Privacy Policy. The Chief Compliance Officer (“CCO”) is responsible for Parvis’s overall compliance with any applicable laws and standards governing Personal Information in its possession. All inquiries or concerns regarding the use of Personal Information, including information that has been transferred by Parvis to a third party, must be directed to the CCO.

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Parvis will explain why it needs Personal Information

The purposes for which Personal Information is collected, used and shared by Parvis will be disclosed to clients at or before the time their information is collected, either through this Privacy Policy, in documents such as account opening forms and subscription agreements, or orally. Parvis will collect, use, disclose and retain Personal Information to the extent necessary to fulfil the purpose for which the information was collected, and any new purpose that has been disclosed to clients. In general, Personal Information will only be used and disclosed for the purposes for which it was collected or as permitted or required by law. Parvis transfers Personal Information to service providers under contract to Parvis that provide accounting, legal and similar services. Parvis requires its service providers to protect Personal Information to the same degree as information in the possession of Parvis. Personal Information will be retained for seven years following the end of the client relationship or longer where permitted or required by law. When Personal Information is no longer required, all documentation will be destroyed in a manner commensurate with its sensitivity.

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Parvis will seek consent before handling Personal Information

Parvis will make reasonable efforts to ensure that clients understand the nature, purpose and consequences of the collection, use and disclosure of their Personal Information. Parvis will generally seek express consent, but where appropriate Parvis may rely on implied consent of clients to the collection, use and disclosure of their Personal Information. Subject to legal requirements and reasonable notice, clients may withdraw their consent to the collection, use and disclosure of their Personal Information. However, this may prevent Parvis from continuing to provide services to the clients. In some cases, Parvis may collect, use or disclose Personal Information without a client’s consent, such as to investigate a breach of law or contract, to prevent fraud or financial abuse, to comply with legal obligations and regulatory requirements, or to enforce its legal rights.

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Contacting Parvis about Personal Information

Parvis strives to keep client information as accurate as necessary for the purposes for which it is used. Clients are welcome to contact Parvis in writing to update or request the correction of Personal Information held by Parvis. In addition, clients may make written requests for access to Personal Information held by Parvis and a description of how the information is used or disclosed. In some cases, Parvis may not provide the access requested, such as where it would reveal third party Personal Information, confidential commercial information, or legally privileged information, or where the access could threaten the interests of Parvis or third parties. In other cases, Parvis may charge a fee to provide the requested access to Personal Information. Clients with questions about the handling of their Personal Information are invited to contact the CCO at info@parvisinvest.ca.

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Cookies

In order to better understand your needs and improve our Site as a result, by offering a better and more personalized service, remembering your preferences, and generally improving your experience, we collect information such as the number of hits on our site, the pages most frequently accessed and information about access to our secure Site. This information comes from Web server log files from which we compile overall statistics in order to improve our site and the services we provide to our clients. Cookies are small text files that are placed on your computer by websites that you visit. Cookies can be categorized in accordance as set out below:

Strictly necessary cookies – these cookies are essential in order to enable you to move around a website and use its features and enable services you have specifically asked for. Consent is not generally required for these cookies.
Performance cookies – these collect information about how visitors use a website, for example, by recording which pages users go to most often (usually on an anonymous basis).
Functionality cookies – these cookies allow a website to remember the choices a user makes, such as a username or language preference.
Targeting or advertising cookies – these collect information about a user’s browsing habits and are generally placed by advertising networks with the website operator’s permission.
Most browsers are initially set to accept cookies. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies as soon as you visit our site. You may refuse to accept cookies by activating the setting on your browser which allows you to refuse the setting of cookies. If you wish to withdraw your consent at any time, you will need to delete your cookies using your internet browser settings. The “options” or “preferences” options in your internet settings function within your browser should tell you how.

Please consult google.com/intl/en-GB/policies/technologies/cookies for information or useful advice on managing your cookie settings. For information on how to do this on the browser of your mobile phone you will need to refer to your handset manual. Also, you can access more information about cookies at allaboutcookies.org and youronlinechoices.eu.

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Providing your consent

Please be aware that if you select to restrict cookies you may be unable to access certain parts of Parvis’s Site. You may delete or block cookies, but parts of the Site may not work. By continuing to use our Site, you are agreeing to our placing cookies on your computer or mobile device in order to analyse the way you use our Site. Please read this cookie policy carefully for more details about the information we collect when you use this site. If you do not wish to accept cookies in connection with your use of this Site, you must stop using our site.