Terms of Service

Effective Date: January 1, 2026

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “Investor,” “you,” or “your”) and Next Fraga Investments LLC, a limited liability company organized under the laws of the State of Florida (“Company,” “we,” “us,” or “our”). These Terms govern your access to and use of the Company’s website, digital interfaces, communications, services, and investment-related materials (collectively, the “Platform”).

BY ACCESSING, BROWSING, OR USING THE PLATFORM, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND ARE LEGALLY BOUND BY THESE TERMS.

1. NATURE, PURPOSE, AND STRUCTURE OF THE PLATFORM

The Platform is a private, invitation-based ecosystem designed to provide curated access to real estate investment, acquisition, and development opportunities, primarily focused on land, estate, and structured development assets located within Central Florida and other select markets.

The Company operates as an integrated real estate platform combining:

  1. Strategic land sourcing and acquisition
  2. Development planning, entitlement, and execution
  3. Capital structuring and investor alignment
  4. Access to off-market and pre-development opportunities

 

The Platform is not a marketplace open to the general public. It is a controlled environment intended for sophisticated participants capable of evaluating complex real estate transactions.

Under no circumstances shall any content on the Platform be construed as:

  1. A public offering of securities within the meaning of U.S. federal or state securities laws
  2. A general solicitation or advertisement for investment opportunities
  3. A broker-dealer activity unless expressly stated and legally compliant
  4. Financial, legal, tax, or fiduciary advice

 

All opportunities are subject to selective access, qualification, and formal documentation.

The Company is not registered as an investment company under the Investment Company Act of 1940 and does not intend to operate as such. The Platform is structured to comply with applicable exemptions.

2. ELIGIBILITY, INVESTOR QUALIFICATION, AND ACCESS CONTROL

Access to the Platform, and particularly to investment-related materials, is strictly limited.

By accessing or using the Platform, you represent and warrant that:

  1. You are at least eighteen (18) years of age and possess full legal capacity
  2. You are accessing the Platform for legitimate, lawful purposes
  3. You are not subject to any legal or regulatory restriction that would prohibit participation
  4. Where applicable, you qualify as an “accredited investor,” “qualified purchaser,” or similarly defined investor under applicable securities laws

 

The Company reserves absolute and unilateral discretion to:

  1. Approve, deny, or revoke access to any User
  2. Require submission of financial, identity, or accreditation verification
  3. Limit access to specific materials or opportunities
  4. Impose jurisdiction-based restrictions

 

No User has a right to access the Platform or any offering contained therein.

3. NO OFFER, SOLICITATION, OR ADVISORY RELATIONSHIP

All information provided through the Platform is for informational and preliminary discussion purposes only.
Nothing on the Platform constitutes a public offering or general solicitation.

To the extent any content may be deemed an offer of securities, such offer is made solely to persons who are verified as accredited investors or otherwise qualified under applicable securities laws and pursuant to applicable exemptions.

Any investment opportunity referenced will be governed exclusively by definitive legal agreements (e.g., subscription agreements, operating agreements, joint venture agreements), may only be offered in compliance with applicable securities laws and exemptions, and requires independent evaluation and due diligence by the User
The Company does not act as your financial advisor, investment advisor, broker, or fiduciary.
The Company is not acting as a registered broker-dealer, funding portal, or investment adviser, and does not receive transaction-based compensation unless explicitly disclosed and in compliance with applicable law

4. RISK DISCLOSURE

You expressly acknowledge that investments in real estate and development projects involve substantial and multifaceted risk, including but not limited to:

A. Market and Economic Risk

  1. Fluctuations in property values
  2. Changes in macroeconomic conditions
  3. Interest rate volatility

B. Execution and Development Risk

  1. Delays in entitlement, zoning, or permitting
  2. Construction cost overruns
  3. Contractor or vendor performance failures

C. Regulatory and Legal Risk

  1. Changes in land use regulations
  2. Environmental compliance requirements
  3. Governmental approvals and restrictions

C. Regulatory and Legal Risk

  1. Changes in land use regulations
  2. Environmental compliance requirements
  3. Governmental approvals and restrictions

D. Financial Risk

  1. Illiquidity and lack of secondary markets
  2. Capital call obligations
  3. Leverage-related risks

E. Operational Risk

  1. Misalignment between stakeholders
  2. Management inefficiencies
  3. Unexpected liabilities

You understand and accept that:

  1. Loss of capital, including total loss, is possible
  2. Returns are not guaranteed
  3. Projections are inherently uncertain

You assume full responsibility for all investment decisions.

5. USER CONDUCT, PLATFORM INTEGRITY, AND PROHIBITED ACTIVITIES

You agree to use the Platform in strict compliance with applicable laws and these Terms.

You shall not:

      A.  Provide false, misleading, or incomplete information

      B.  Misrepresent your identity, financial status, or qualifications

      C.  Attempt to bypass security or access controls

      D.  Reverse engineer, scrape, or extract data from the Platform

      E.  Use the Platform for unlawful, fraudulent, or abusive purposes

The Company reserves the right to:

      A.  Monitor usage and activity

      B.  Investigate suspected violations

      C.  Suspend, restrict, or terminate access without notice

6. CONFIDENTIALITY, NON-DISCLOSURE, AND INFORMATION CONTROL

The Platform contains proprietary, sensitive, and non-public information.

By accessing the Platform, you agree:

      A.  To maintain strict confidentiality of all materials

      B.  Not to disclose or distribute information to third parties

      C.  Not to reproduce or replicate any content

      D.  To use information solely for internal evaluation purposes

 

You agree to maintain the confidentiality of all non-public, proprietary information obtained through the Platform.

This obligation shall not apply to information that:

      A.  Is or becomes publicly available without breach 

      B.  Is independently obtained without use of Platform materials 

These obligations shall survive for a period of five (5) years, or longer where required by law or the nature of the information.

7. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

All content, materials, structures, and methodologies presented on the Platform are the exclusive property of the Company or its licensors.

This includes, without limitation:

Investment frameworks and deal structures

      A.  Written content, branding, and design

      B.  Analytical models and strategic approaches

You are granted a limited, revocable, non-transferable license to access the Platform solely for personal evaluation purposes.

Any unauthorized use constitutes a material breach and may result in legal action.

8. THIRD-PARTY RELATIONSHIPS AND INDEPENDENT PARTIES

The Company operates within a network of independent third-party professionals, including but not limited to:

      A.  Attorneys and legal advisors

      B.  Financial institutions and lenders

      C.  Engineers, contractors, and consultants

The Company:

      A.  Does not control third-party conduct

      B.  Does not guarantee third-party performance

      C.  Is not responsible for third-party agreements or outcomes

Any engagement with third parties is undertaken at your own risk.

9. INTERNATIONAL USE AND CROSS-BORDER CONSIDERATIONS

Users accessing the Platform from outside the United States do so at their own initiative.

You acknowledge that:

      A.  Cross-border investments involve complex legal and tax implications

      B.  You are solely responsible for compliance with local laws

      C.  The Company makes no representation regarding international regulatory compliance

10. DISCLAIMERS AND LIMITATION OF WARRANTIES

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:
      A.  MERCHANTABILITY
      B.  FITNESS FOR A PARTICULAR PURPOSE
      C.  NON-INFRINGEMENT

The Company makes no representations regarding:

      A.  Accuracy, completeness, or reliability of content

      B.  Availability or uninterrupted access

      C.Suitability of any opportunity

11. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, the Company shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, capital, or opportunity.

Nothing in these Terms shall limit or exclude liability to the extent prohibited by applicable law, including liability for fraud, willful misconduct, or gross negligence.

12. INDEMNIFICATION AND HOLD HARMLESS

You agree to indemnify, defend, and hold harmless the Company and its affiliates from and against any claims, liabilities, damages, losses, or expenses arising from:

      A.  Your use of the Platform

      B.  Your violation of these Terms

      C.  Your breach of any law or third-party rights

This obligation survives termination of these Terms.

13. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles.

You agree that:

      A.  Exclusive jurisdiction shall lie in Florida courts

      B.  Venue shall be proper in the applicable county within Florida

The Company reserves the right to seek injunctive or equitable relief in any jurisdiction as necessary.
Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) in the State of Florida.

The arbitration shall be conducted by a single arbitrator and conducted in English.

You waive any right to participate in a class action, collective action, or representative proceeding.
Each party shall bear its own legal fees unless otherwise determined by the arbitrator.

14. MODIFICATIONS AND CONTINUED USE

The Company may modify these Terms at any time in its sole discretion.

Updated Terms will be posted on the Platform with a revised effective date.

Your continued use constitutes binding acceptance of any modifications.

15. TERMINATION AND ACCESS REVOCATION

The Company reserves the right to suspend or terminate your access at any time, with or without cause or notice.

Upon termination:

      A.  Your right to access the Platform ceases immediately

      B.  Confidentiality obligations remain in effect

16. ENTIRE AGREEMENT AND SEVERABILITY

These Terms constitute the entire agreement between you and the Company regarding the Platform.

If any provision is deemed invalid or unenforceable:

      A.   The remaining provisions shall remain in full force

      B.  The invalid provision shall be interpreted to reflect original intent as closely as possible

17. SECURITIES LAW COMPLIANCE AND PRIVATE OFFERINGS

The Platform may reference or provide access to investment opportunities that qualify as “securities” under applicable U.S. federal and state laws.

Such opportunities, if any, are:

      A.  Offered pursuant to exemptions from registration (including, but not limited to, Regulation 

             D under the Securities Act of 1933)

       B.  Not registered with the U.S. Securities and Exchange Commission (SEC)

       D.  Subject to restrictions on transferability and resale

No offering shall be deemed made until formal documentation is executed.

The Company makes no representation that any User is eligible to participate in any offering.

18. ACCREDITED INVESTOR REPRESENTATIONS

Where required, you represent, warrant, and covenant that:

      A.  You qualify as an “accredited investor” as defined under Rule 501 of Regulation 

      B.  You possess sufficient knowledge and experience in financial and business matters to evaluate

             investments.

The Company may require:

      A.  Third-party verification

      B.  Financial documentation

      C.  Written certifications

Failure to meet such requirements may result in denial of access.

19. NO FIDUCIARY DUTY

 You expressly acknowledge that:

      A.  The Company is not acting as a fiduciary

      B.  No fiduciary, advisory, or agency relationship is created

      C.  The Company may have economic interests that differ from yours

All decisions are made on an arm’s-length basis.

20. FORWARD-LOOKING STATEMENTS

The Platform may contain forward-looking statements, projections, and estimates.

These are inherently uncertain and based on assumptions that may not materialize.

Actual results may differ materially due to:

      A.  Market conditions

      B.  Regulatory changes

      C.  Execution variables

You agree not to rely on such statements as guarantees of performance.

21. ELECTRONIC COMMUNICATIONS AND CONSENT

By using the Platform, you consent to receive communications electronically, including:

      A.  Notices

      B.  Disclosures

      C.  Agreements

Such communications satisfy any legal requirement that they be in writing under applicable laws, including the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN).

22. DATA USAGE AND PRIVACY INTERACTION

Your use of the Platform is also governed by the Company’s Privacy Policy.

You acknowledge that:

      A.  Data may be collected, processed, and stored

       B.  Information may be used for compliance, verification, and operational purposes

       C.  Data may be shared with third parties where necessary for transactions

23. ANTI-MONEY LAUNDERING (AML) AND COMPLIANCE

You agree to comply with all applicable AML, KYC, and sanctions laws.
The Company may require verification of identity, source of funds, and investor status as a condition of access or continued participation.

Failure to provide requested information may result in immediate suspension or termination and may be reported to regulatory authorities where required by law.

24. FORCE MAJEURE

The Company shall not be liable for any delay or failure resulting from events beyond its reasonable control, including but not limited to:

      A.  Natural disasters

      B.  Acts of government

      C.  Market disruptions

      D.  Infrastructure failures

25. ASSIGNMENT

You may not assign or transfer your rights under these Terms without prior written consent.

The Company may assign these Terms without restriction.

26. WAIVER

Failure by the Company to enforce any provision shall not constitute a waiver of future enforcement.

27. SURVIVAL

The following provisions shall survive termination:

      A.  Confidentiality

      B.  Limitation of liability

      C.  Indemnification

      D.  Governing law

      E.  Risk disclosures

28. INTERPRETATION

These Terms shall be interpreted:

      A.  Without presumption against the drafting party

      B.  In accordance with their commercial intent

      C.  To maximize enforceability under applicable law

29. HEADINGS

Section headings are for convenience only and shall not affect interpretation.

30. LANGUAGE

These Terms are drafted in English and shall control in all interpretations.

31. RELATIONSHIP OF PARTIES

Nothing in these Terms shall be deemed to create:

      A.  A partnership

      B.  Joint venture

      C.  Agency relationship

32. NO RELIANCE

You acknowledge that you have not relied on any representation not expressly set forth in these Terms or formal agreements.

33. ACKNOWLEDGMENT AND ASSUMPTION OF RISK

By using the Platform, you acknowledge and affirm that:s.

      A.  You understand the nature of private real estate investment.

      B.  You possess the financial sophistication to evaluate risk.

      C.  You accept full responsibility for all decisions and outcomes.

      D.  You acknowledge that you are solely responsible for conducting independent due diligence 

             and have not relied on the Company for legal, tax, financial, or investment advice.

      E.  You have had the opportunity to consult with independent professional advisors prior

             to making any decision.

      F.  You agree to be legally bound by these Terms.

Approved by:
Next Fraga Investments LLC Management