Terms of Service

Effective Date: August 18th, 2025

These Terms of Service ("Terms") govern your use of the Sussex Capital website and services. By accessing our website or engaging our services, you agree to be bound by these Terms.

1. Services Description

Commercial Real Estate Capital Advisory Sussex Capital provides commercial real estate financing advisory services, including:

• Arranging debt and equity financing for commercial properties
• Connecting borrowers with institutional lenders and investors
• Structuring financing solutions for complex transactions
• Providing market intelligence and advisory services

No Guarantee of Financing We do not guarantee that financing will be obtained. Our role is to present opportunities to potential lenders and investors who make independent decisions regarding loan approval and terms.

2. Client Responsibilities

Accurate Information You agree to provide complete, accurate, and current information regarding:

• Financial statements and tax returns
• Property details and documentation
• Business plans and projections
• Any material changes affecting your financing request

Document Submission You are responsible for providing all requested documentation in a timely manner, including:

• Property appraisals and inspections
• Lease agreements and rent rolls
• Environmental reports
• Legal and title documentation

Exclusive Representation During the engagement period, you agree not to work with other capital advisors on the same transaction without our written consent.

3. Fees and Payment Terms

Fee Structure Our fees are typically structured as success-based commissions paid upon successful loan closing. Specific fee arrangements will be outlined in a separate engagement letter.

Payment Terms

• Fees are due upon loan funding
• Payment is typically made through loan proceeds
• Late payments may incur interest charges
• You remain responsible for fees even if the loan is subsequently paid off early

Expenses You may be responsible for certain out-of-pocket expenses, including:

• Third-party reports and appraisals
• Legal and due diligence costs
• Travel expenses for property inspections
• Marketing and presentation materials

4. Confidentiality

Mutual Confidentiality Both parties agree to maintain confidentiality of all non-public information shared during the engagement, including:

• Financial information and business plans
• Property details and transaction terms
• Lender relationships and pricing
• Strategic business information

Permitted Disclosures We may disclose information as necessary to:

• Present opportunities to potential lenders
• Comply with legal and regulatory requirements
• Protect our rights and interests
• Fulfill our advisory obligations

5. Limitations and Disclaimers

No Fiduciary Relationship Our engagement does not create a fiduciary relationship. We may represent multiple clients and have business relationships with lenders.

Market Dependencies Financing availability and terms depend on market conditions, lender policies, and economic factors beyond our control.

Independent Lender Decisions Lenders make independent decisions regarding loan approval, terms, and conditions. We cannot control or guarantee lender decisions.

No Legal or Tax Advice We do not provide legal, tax, or accounting advice. You should consult appropriate professionals for such guidance.

6. Intellectual Property

Website Content All website content, including text, graphics, logos, and software, is owned by Sussex Capital and protected by intellectual property laws.

‍Limited License You are granted a limited, non-exclusive license to access and use our website for business purposes related to our services.

‍Restrictions You may not:

• Copy, modify, or distribute website content
• Use our trademarks or logos without permission
• Reverse engineer or attempt to access source code
• Use automated systems to access our website

7. Prohibited Uses

You agree not to use our services or website to:

• Violate any applicable laws or regulations
• Transmit harmful or malicious code
• Impersonate another person or entity
• Interfere with website operation or security
• Engage in fraudulent or deceptive practices

8. Termination

Termination Rights Either party may terminate the engagement:

• With written notice as specified in the engagement letter
• Immediately for material breach of these Terms
• For convenience with appropriate notice

Effect of Termination Upon termination:

• Confidentiality obligations survive
• You remain responsible for fees earned prior to termination
• We will return your confidential documents
• Ongoing transactions may be completed at our discretion

9. Limitation of Liability

Disclaimer of Warranties Our services are provided "as is" without warranties of any kind, express or implied.

‍Limitation of Damages Our liability is limited to the fees paid for our services. We are not liable for:

• Indirect, consequential, or punitive damages
• Lost profits or business opportunities
• Damages resulting from lender decisions
• Third-party actions or market conditions

Maximum Liability Our total liability shall not exceed the fees paid to us for the specific transaction.

10. Indemnification

You agree to indemnify and hold harmless Sussex Capital from claims arising from:

• Your breach of these Terms
• Inaccurate or incomplete information provided
• Your violation of applicable laws
• Third-party claims related to your property or business

11. Dispute Resolution

Governing Law These Terms are governed by Tennessee law without regard to conflict of law principles.

‍Arbitration Disputes shall be resolved through binding arbitration under the rules of the American Arbitration Association.

‍Venue Any legal proceedings shall be conducted in Memphis, TN.

12. General Provisions

Entire Agreement These Terms, together with any engagement letter, constitute the entire agreement between the parties.

‍Modifications These Terms may only be modified in writing signed by both parties.

‍Severability If any provision is deemed unenforceable, the remainder of these Terms shall remain in effect.

‍Assignment You may not assign your rights under these Terms without our written consent.

‍Force Majeure Neither party is liable for delays or failures due to circumstances beyond their reasonable control.

13. Privacy and Data Protection

Your privacy is important to us. Please review our Privacy Policy, which governs the collection and use of your information.

14. Website Terms

Availability We do not guarantee continuous website availability and may suspend access for maintenance or updates.

‍User Conduct You agree to use our website responsibly and in compliance with all applicable laws.

‍Third-Party Links Our website may contain links to third-party sites. We are not responsible for their content or practices.

15. Professional Standards

We maintain professional standards and may be subject to regulatory oversight. We reserve the right to decline engagements that do not meet our professional standards.

16. Updates to Terms

We may update these Terms from time to time. Continued use of our services after updates constitutes acceptance of the revised Terms.

17. Contact Information

Questions about these Terms should be directed to:

Sussex Capital

Phone Number: 917-715-2001

Email Address: info@sussexcap.com

18. Acknowledgment

By engaging our services or using our website, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.