Waitlist Terms

======================================================= divieight, LLC — WAITLIST TERMS & PLATFORM DISCLAIMERS Pre-Launch Program Terms — Revision 9 — 1 October 2026 ======================================================= DRAFT — NOT YET FINAL. Counsel review is outstanding. Revision 9 reflects the tier settlement of 1 October 2026. It is a substantial revision of the commercial sections and leaves the legal sections unchanged. In summary: Buyer tiers. Two, not three. Renamed and repriced. The credit toward the platform use fee is withdrawn at every tier and the former Section 6 is deleted in consequence. Marketplace preview is withdrawn and the former Section 6.1 is deleted. Priority Activation Notice now has a section of its own and states the enrollment window it carries. The video learning library. Revision 8 withdrew a $20 education tier from this program. The library comes back, but not as a waitlist tier — it is sold separately, outside these Terms, and is governed by its own terms. It is also included at every buyer tier and at every agent tier, so no participant under these Terms needs to purchase it. Section 1 states this. Agent tiers. Three, not four. Renamed and repriced. The buyer-facing directory listing, pre-release environment access, first-in-market onboarding and the brokerage tier are withdrawn, and the former Sections 8.5 and 11 change in consequence. Refunds. Section 8 is rewritten. Agent windows become sixty days, uniform. A new Section 8.4 adds a market activation backstop on both sides of the program: a full refund right that revives by operation of the calendar where a declared market has not activated within twelve months. Section 8.3 is qualified accordingly. Section 3. The statement that contributions are "not segregated" is replaced. The word is ambiguous as between a fiduciary arrangement and an internal control, and the substance is stated directly instead: contributions are not insured, not held in trust, and not held for the participant or in any fiduciary capacity, and no participant acquires a right to or an interest in any particular funds. ------------------------------------------------------ 1. About These Terms -------------------- These Waitlist Terms govern participation in the divieight, LLC pre-launch waitlist program. By making a waitlist contribution or registering an interest, you accept these Terms. If you do not accept them, do not participate. These Terms apply to the pre-launch period only. Use of the divieight platform following launch is governed by separate platform Terms and Conditions, which you will be presented with and asked to accept at that time. Those platform Terms are a different agreement covering a different relationship; accepting these Waitlist Terms does not bind you to them. These Terms do not govern the standalone purchase of the video learning library. That purchase is a separate transaction under separate terms presented at the time of purchase. The library is included as a benefit at every tier described in Section 5, so no participant under these Terms is asked to purchase it separately. 2. What divieight Is and Is Not ------------------------------- divieight, LLC operates a software platform and technology engine that facilitates co-ownership matching, buyer education, and workflow automation for fractional residential real estate. divieight, LLC is not a licensed real estate broker, real estate agent, title company, escrow agent, mortgage lender, mortgage broker, investment adviser, or broker-dealer. divieight does not conduct closing settlement services, does not provide legal, tax, accounting, or investment advice, and does not hold client or escrow funds in connection with any real estate transaction. All real estate brokerage and settlement services are provided independently by licensed third-party professionals. 3. What a Waitlist Contribution Is — and Is Not ----------------------------------------------- A waitlist contribution is a prepayment for pre-launch services: education, market information, program access, and scheduled sessions. It purchases those services and nothing else. Your waitlist contribution is not the platform use fee. The platform use fee is a separate charge, in a different amount, payable when you enroll on the divieight platform after your target market opens. Paying a waitlist contribution does not pay, reduce, or satisfy any part of the platform use fee, and carries no credit against it. A waitlist contribution is not: • An escrow deposit, earnest money, or any payment toward the acquisition of real estate • A purchase, reservation, or option on any property, or on any fractional share of any property • An equity interest, membership interest, profit interest, or any ownership stake in divieight, LLC or in any property-holding entity • A security, investment contract, or investment of any kind • A loan to, or an extension of credit to or from, divieight, LLC • Payment of the platform use fee, in whole or in part, or a credit against it Waitlist contributions are held as unearned funds. They are not insured, are not held in trust, and are not held for you, on your behalf, or in any fiduciary capacity. Any account arrangement divieight maintains in respect of unearned contributions is an internal financial control over divieight's own funds and gives no participant a right to, or an interest in, any particular funds. Contributions are refundable as set out in Section 8. 4. Eligibility -------------- Participation is open to legal residents of the fifty United States and the District of Columbia who are eighteen years of age or older. Void where prohibited. Professional tiers additionally require an active, unencumbered license in good standing in the applicable jurisdiction, verified by divieight before any credential is issued. 5. Tier Benefits ---------------- Buyer tiers are as follows. Each tier includes everything in the tier below it. • Tier 1 — Market Pass — $40. Declaration of a target market; that market's development report within the market development newsletter; the video learning library; founder briefings. • Tier 2 — Charter Member — $50. Plus video community access; open question-and-answer sessions; a custom market cost worksheet; a small-group orientation session; priority activation notice for the participant's declared target market as described in Section 6. divieight may substitute a benefit of comparable value where a described benefit becomes impractical to deliver, and will notify affected participants in advance. A participant who does not accept a substitution may request a full refund under Section 8. Founding Agent tiers are as follows. Each tier includes everything in the tiers below it. Agent tiers are open only to licensed real estate professionals. No designation issues until divieight has verified the participant's license under Section 4. • Tier 1 — Certified Specialist — $60. Co-ownership certification course and assessment; the Certified Co-Ownership Specialist designation, issued by divieight on completion of the assessment and not on payment; license verification; the video learning library; the market intelligence newsletter; the participant's declared market development report within it. • Tier 2 — Launch Agent — $95. Plus co-branded marketing materials, cleared through content compliance review: a buyer presentation deck, a one-page leave-behind, and a seller-facing insert for listing presentations. • Tier 3 — Founding Market Agent — $150. Plus founder briefings for agents, and question-and-answer sessions. Agent tiers are sold to individual licensed professionals. A brokerage or team wishing to participate purchases individual memberships; each participating agent completes license verification and the certification assessment individually. The designation reflects completion of a course and an assessment. It is not a license, an accreditation, or a certification issued by any governmental authority, licensing body, or professional association, and it does not indicate legal, tax, financial, or investment expertise. No tier confers any preference in the platform's assignment of buyers to agents. See Section 14. 5.1 Upgrades ------------ An account holds one tier at a time. Upgrading charges the difference between the tier held and the tier selected, and replaces the prior tier's benefits with those of the higher tier. Upgrades are unavailable once the participant's declared target market has activated. Where a participant who has upgraded requests a refund, the refund repays the total amount paid across the original contribution and any upgrades. An upgrade payment restarts the refund window in Section 8 at the length associated with the new tier, measured from the date of the upgrade payment. It likewise restarts the twelve-month period in Section 8.4. 6. Priority Activation Notice ----------------------------- Priority activation notice is available to buyer participants at Tier 2. Where a participant's declared target market activates, divieight notifies that participant in advance of the general announcement and opens enrollment to them for three (3) days before enrollment opens to the wider waitlist in that market. Priority activation notice is a notification benefit only. It confers no Priority Rank, no seniority in use-calendar selection, no preference in the assignment of buyers to agents, and no entitlement to any property or to participation in any buyer pod. See Section 14. Priority activation notice depends on the activation of a market. No market is guaranteed to activate. See Sections 9 and 10. 7. Scheduled Sessions --------------------- Founder briefings, question-and-answer sessions, and small-group orientation sessions are offered on a schedule published by divieight. Seats are limited and claimed on a first-come basis. No participant is entitled to a private session, to a session on any particular date, or to a session at any particular frequency. Sessions may be recorded and made available to participants who could not attend. 8. Refunds ---------- Waitlist contributions are fully refundable on request, for any reason, within a window measured from the date of the most recent payment on the account, including any upgrade payment. Buyer tiers: • Tier 1 — Market Pass — forty-five (45) days • Tier 2 — Charter Member — sixty (60) days Founding Agent tiers: • All tiers — sixty (60) days The buyer windows differ because those tiers differ in what is delivered and when. The agent window is uniform across tiers. There are no partial refunds and no forfeiture provisions. A refund repays the total amount paid across the original contribution and any upgrades. The window in this Section does not depend on activation of any market. A participant may request a refund within the applicable window whether or not the participant's declared target market has activated, and the window is not shortened by activation. Section 8.4 provides a further refund right, available after this window has closed, where a declared target market has not activated within twelve months. 8.1 How to request a refund --------------------------- Refund requests must be made in writing through the refund request form available in the member portal, in the participant's confirmation email, and in the site footer. The form requires the participant's name, the email address associated with the account, and the declared target market. A reason is invited but not required. Requests submitted by any other means may be honored at divieight's discretion but are not guaranteed to be processed. Written submission through the form is what creates the record. The same form is used to exercise the right in Section 8.4. 8.2 Processing -------------- Refunds are processed to the original payment method within ten (10) business days of a completed request. The time for funds to appear depends on the participant's card issuer and is outside divieight's control. Upon refund: tier benefits and portal access terminate, and any content the participant uploaded is deleted. A designation already issued under Section 5 is not revoked on refund. 8.3 After the window closes --------------------------- After the window in Section 8 closes, the contribution is non-refundable except as provided in Section 8.4. The pre-launch services a contribution purchases — education, market reporting, scheduled sessions, community access, and for agent tiers the certification course and the designation — are delivered within the window and do not depend on the activation of any market. Participants receive notice in advance of the close of their window. 8.4 Market Activation Backstop ------------------------------ This Section applies to every tier, buyer and agent alike. Where a participant's declared target market has not activated within twelve (12) months of the most recent payment on the account, the participant's contribution becomes fully refundable again on the twelve-month anniversary of that payment. This right: • revives by operation of the calendar and the fact that the market has not activated. It does not depend on any decision, determination, assessment, notice, or other act by divieight, and divieight cannot defer, shorten, condition, or waive it; • repays the total amount paid across the original contribution and any upgrades, without deduction; • is exercised by written request under Section 8.1, in the same manner as any other refund; • remains available for so long as the declared target market has not activated, and ends thirty (30) days after that market activates. "Activated" has the meaning given in Section 10. Eligibility for activation is not activation. This right is in addition to, and does not shorten, the window in Section 8. A participant whose market activates during the window in Section 8 retains that window in full. Benefits already delivered are not recovered on a refund under this Section. A designation issued under Section 5 remains the participant's own. So that this right does not go unnoticed, divieight states the applicable date within the market section of the market development newsletter sent to that participant. 8.5 Substituted benefits ------------------------ Where divieight substitutes a benefit under Section 5, a participant who does not accept the substitution may request a full refund, whether or not the applicable window has closed. Notice of substitution states the period within which such a request may be made, which is not less than thirty (30) days from the date of notice. 9. No Guarantee of Launch, Timing, or Availability -------------------------------------------------- divieight makes no representation or warranty that the platform will launch, that it will launch in any particular market, or that it will launch by any particular date. Development timelines, regulatory review, and network activation thresholds may delay or prevent launch in any market. divieight further makes no representation that any property will be available in any market, that any participant will be matched to a co-ownership group, or that any transaction will be completed. Participation creates no entitlement to any property or to participation in any buyer pod. 10. Regional Market Activation ------------------------------ A market is activated not by calendar date but by administrative decision following the achievement of minimum network thresholds within a designated MLS market or target zip code. A market becomes eligible for activation when all three of the following are met: • Buyer Interest: a minimum of twenty verified buyer profiles on the waitlist within the target zone • Agent Network: a minimum of eight licensed agents onboarded within the local MLS market, each holding an active license in good standing in the target jurisdiction • Settlement Capacity: a minimum of two title or escrow firms registered on the platform, each actively licensed to perform settlement services in the target jurisdiction Meeting all three thresholds makes a market eligible for activation. It does not activate the market. Reaching them flags the market for administrative review, and activation follows only from a decision by divieight. divieight may defer or decline activation of a market that has met its thresholds. No participant acquires a right to the activation of any market, and neither the achievement of thresholds nor the passage of time creates an entitlement to activation. Because activation is a decision divieight makes, Section 8.4 provides a refund right that does not depend on it. Title and escrow registration is free and creates no business relationship. The presence of registered settlement firms indicates operational readiness only; it does not indicate that any firm will receive or has been promised any order. Upon activation, divieight issues a market-live notification to local waitlist participants and enables live routing, property curation, and pod matching in that market. Thresholds are indicative of operational readiness and may be adjusted; adjustment does not create an entitlement to refund beyond Section 8. 11. Pre-Launch Property Listing ------------------------------- No property appears on the public marketplace until the property's seller has completed onboarding, executed the platform's Listing Agreement, the designated Listing Agent has approved the listing content, and the content has cleared pre-publication compliance review. Nothing in the waitlist program authorizes the public display of any MLS listing, and any such display is subject to the applicable MLS's IDX or VOW licensing requirements. No tier in this program confers early access to any marketplace, any pre-release environment, or any property information. 12. Title & Escrow Registration ------------------------------- Registration by title and escrow professionals is free. Registration creates no partnership, joint venture, agency, preferred-provider, or default-provider relationship; confers no exclusivity or territorial right; and does not obligate divieight or any platform participant to direct any title order, escrow file, or other settlement business to any registrant. Any future business relationship would require a separate written agreement. 13. Descriptive Terminology --------------------------- Terms such as "Partner," "Founding Agent," "Charter Member," "Specialist," or similar designations used within tier descriptions or promotional materials are descriptive commercial titles designating participation levels within the divieight network. They do not create a legal partnership, joint venture, agency, fiduciary relationship, employment, or franchise arrangement. Participating professionals operate as independent third parties. This Section describes intent and does not override the substance of any actual relationship. 14. No Priority Rank or Transaction Preference ---------------------------------------------- Waitlist tier, queue position, referral activity, and registration date confer no Priority Rank, no seniority in use-calendar selection, and no preference in the platform's assignment of buyers to agents. Buyer-to-agent assignment follows the platform's published selection logic and the buyer's right to designate an agent of their choosing. Agent tier participation confers no preference of any kind in that assignment, no advantage in any queue, and no accrual of platform tenure. Payment under this program confers no professional status on the platform. 15. Referral Links ------------------ Participants may receive a personal referral link. Referral activity may advance a participant's position in the waitlist queue for notification purposes only. Queue position carries none of the consequences disclaimed in Section 14. Referral rewards are void where the referral is generated through automated means, false accounts, incentivized clicking, or misrepresentation of the platform. divieight may withhold rewards and terminate participation for abuse. 16. Communications Consent -------------------------- Electronic records. By participating, you consent to receive these Terms, tier materials, receipts, and notices electronically. You may withdraw this consent by contacting divieight, in which case participation ends and Section 8 applies. Email. You consent to receive program email, including the market development newsletter and market reports that are stated tier benefits. Every commercial message includes an unsubscribe mechanism honored within ten business days. Withdrawing consent to program email may prevent divieight from delivering benefits you have purchased, and may prevent you from receiving the date stated under Section 8.4. Text messages. divieight does not currently send text messages. If SMS is introduced, consent will be separately obtained, will not be a condition of participation, and will satisfy the express written consent requirements of the Telephone Consumer Protection Act. 17. Privacy and Data -------------------- Information collected during waitlist participation is handled under the divieight Privacy Policy at https://divieight.com/privacy, incorporated here by reference. Depending on residency, participants may have rights to access, correct, delete, or restrict processing of their personal information, and to opt out of its sale or sharing. divieight does not sell participant personal information. Aggregate, de-identified market data may be shared with prospective partners; personally identifiable information is not shared without separate, explicit consent obtained at the point of sharing. 18. Participant Content and Conduct ----------------------------------- Participants are responsible for information they submit and represent that it is accurate and that they hold the rights to submit it. divieight may remove content and terminate participation for content that is unlawful, misleading, infringing, or that misrepresents the platform. Participants may not represent themselves as agents, employees, or authorized representatives of divieight, or make representations about investment return, appreciation, or income from co- ownership. Video community. Participants at eligible tiers may post a short video introduction. Posting is voluntary and requires a separate consent covering public display. The video community carries no search, filtering, favoriting, ranking, or member-to-member contact, and no video is used in, or connected to, any matching decision on the divieight platform. Videos may be deleted at any time, are deleted automatically on refund, and are reviewed before publication. 19. Intellectual Property ------------------------- The platform, its content, marketing materials, education library, and marks — including "divieight" — are the property of divieight, LLC. Materials provided at any tier are licensed for the participant's own business or personal use during participation and may not be resold, redistributed, or publicly published without written permission. 20. Changes to These Terms -------------------------- divieight may modify these Terms. Material changes will be notified in advance to active participants, who may request a refund under Section 8 if they do not accept the change. A participant is bound by the version of these Terms they accepted; the version accepted is recorded at the time of acceptance. 21. Limitation of Liability --------------------------- To the maximum extent permitted by law, divieight's aggregate liability arising from waitlist participation is limited to the amount the participant contributed. divieight is not liable for indirect, incidental, consequential, or punitive damages, or for lost profits or lost opportunity. Nothing here limits liability that cannot be limited by law. 22. Disputes — Mandatory Arbitration and Class Action Waiver ------------------------------------------------------ PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND divieight TO RESOLVE DISPUTES BY BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. SUBSECTION 22.9 PROVIDES A 30-DAY RIGHT TO OPT OUT. 22.1 Agreement to Arbitrate --------------------------- You and divieight agree that any dispute, claim, or controversy arising out of or relating to these Waitlist Terms, the waitlist program, or the relationship between you and divieight (each, a "Dispute") shall be resolved exclusively by binding individual arbitration administered by the American Arbitration Association (the "AAA") in accordance with its Consumer Arbitration Rules then in effect. The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., governs the interpretation and enforcement of this Section 22. 22.2 Scope ---------- This agreement to arbitrate applies to all Disputes between you and divieight, including without limitation claims arising out of or relating to: any aspect of your participation in the waitlist program; the formation, breach, performance, enforcement, interpretation, or validity of these Terms; the Privacy Policy; communications between you and divieight; statutory claims including consumer-protection claims; common-law claims; and tort claims. 22.3 Carve-Outs --------------- Notwithstanding subsection 22.1, either party may (i) bring an individual claim in small claims court for a Dispute within that court's jurisdiction, and (ii) seek injunctive or equitable relief in court to protect intellectual property rights. 22.4 Location ------------- Arbitration shall take place in Salt Lake County, Utah, unless you and divieight mutually agree otherwise. Hearings may be conducted by video conference at the request of either party. 22.5 Class Action Waiver ------------------------ YOU AND divieight EACH WAIVE THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, PRIVATE-ATTORNEY-GENERAL ACTION, OR CONSOLIDATED PROCEEDING WITH RESPECT TO ANY DISPUTE. The arbitrator shall not have the authority to consolidate or join the claims of more than one party or to preside over any form of class, collective, or representative proceeding. 22.6 Severability of the Class Action Waiver -------------------------------------------- If any portion of subsection 22.5 is found unenforceable as to a particular claim or remedy, including where applicable a request for public injunctive relief, that portion shall be severed and the affected claim or remedy shall be litigated in a court of competent jurisdiction, while the remainder of this Section 22 remains in full force and effect for all other Disputes. 22.7 Jury Trial Waiver ---------------------- YOU AND divieight EACH WAIVE THE RIGHT TO A JURY TRIAL ON ANY DISPUTE, EXCEPT FOR ANY MATTER LITIGATED IN COURT UNDER SUBSECTION 22.3 OR 22.6. 22.8 Delegation --------------- The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute over the scope, interpretation, applicability, enforceability, or formation of this Section 22, including any claim that all or part of this Section 22 is void or voidable. 22.9 Opt-Out ------------ You may opt out of this Section 22 by sending written notice of your decision to opt out to legal@divieight.com within thirty (30) days after you first accept these Terms. Your notice must include your full name, the email address associated with your participation, and a clear statement that you wish to opt out of arbitration. Opting out will not adversely affect your participation in the waitlist program. If you do not opt out within the 30-day period, you and divieight are bound to arbitrate Disputes under this Section 22. 22.10 Notice of Dispute and Informal Resolution ----------------------------------------------- Before initiating arbitration, the party asserting a Dispute must send a written Notice of Dispute to the other party describing the nature and basis of the Dispute and the relief sought. For Disputes initiated by you, send the Notice to legal@divieight.com. The parties shall attempt in good faith to resolve the Dispute informally for at least sixty (60) days after the Notice is received. Either party may commence arbitration only after the 60-day period expires without resolution. 22.11 Survival -------------- This Section 22 survives any termination or expiration of these Terms or of your participation in the waitlist program. 23. Governing Law and Severability ---------------------------------- These Terms are governed by the laws of the State of Utah without regard to conflict-of-laws principles. If any part of these Terms is found unenforceable, that part will be limited to the minimum extent necessary and the remainder will remain in full force and effect. Failure to enforce any provision does not waive the right to enforce it later. 24. Contact ----------- divieight, LLC — PO Box 688, Lehi, UT 84043-4080. Questions, refund requests, and privacy requests: support@divieight.com. Notices under Section 22: legal@divieight.com. ------------------------------------------------------ END OF REVISION 9 — working draft, not legal advice. Counsel review is outstanding. Not for distribution outside testing. ------------------------------------------------------