This User Agreement Policy ("Agreement") governs your access to and use of the Vestra platform, including its websites, mobile applications, and services (collectively, the "Platform"). The Platform is operated by Vestra Inc. ("Vestra," "we," "us," or "our"), with its registered office at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. This Agreement constitutes a legally binding contract between you ("User" or "you") and Vestra. By accessing, browsing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by all the terms and conditions contained herein, as well as our Privacy Policy, Terms of Service, and any other policies or guidelines referenced or incorporated by reference. If you do not agree to these terms, you must not use the Platform.

Vestra is a cutting-edge Fractional Real Estate Investment System designed for both novice and seasoned investors. Built on advanced PHP Laravel technology, it offers a comprehensive suite of tools for property management, transaction oversight, and portfolio tracking. Key features include automated and manual deposit management, user management with social logins, multi-level referrals, and a dynamic KYC form. Investors can purchase fractional real estate shares from the project. Investors gain access to a robust and sophisticated real estate investment platform that offers unparalleled opportunities for growth and profitability.

The U.S. Securities and Exchange Commission (SEC) plays a crucial role in regulating investment platforms and ensuring investor protection. For platforms dealing with fractional ownership of real estate, especially those that might be considered securities, compliance with federal securities laws, such as the Securities Act of 1933 and the Investment Company Act of 1940, is paramount. Companies like Millrose Properties, Inc., which engage in real estate financing and development, are subject to rigorous SEC oversight, including filing registration statements (e.g., Form S-11) to disclose comprehensive information about their business, financial condition, and risks to potential investors. This includes details about their operational models, such as Millrose's Homesite Option Purchase Platform (HOPP'R), and their intent to qualify as a Real Estate Investment Trust (REIT) for tax purposes. The SEC's regulations aim to ensure transparency and prevent fraud, requiring companies to provide clear and accurate information to the public.

1. Acceptance of Agreement

1.1. Binding Agreement: By creating an account, accessing, or using any part of the Vestra Platform, you explicitly agree to be legally bound by this User Agreement Policy, the Vestra Terms of Service, the Vestra Privacy Policy, and all other policies, guidelines, and disclaimers posted on the Platform or otherwise communicated to you. These documents collectively form the entire agreement between you and Vestra.

1.2. Amendments: Vestra reserves the unilateral right to modify, amend, or update this Agreement, the Terms of Service, the Privacy Policy, or any other Platform policies at any time, with or without prior notice. Such modifications shall be effective immediately upon posting on the Platform. Your continued use of the Platform after any such changes constitutes your unequivocal acceptance of the revised terms. It is your sole responsibility to regularly review these documents to stay informed of any updates. If you do not agree to any modified terms, your sole recourse is to cease using the Platform and terminate your account.

2. Eligibility and Account Registration

2.1. Legal Capacity: To register an account and utilize the investment features of the Platform, you must be at least 18 years of age and possess the full legal capacity to enter into binding contracts in your jurisdiction. By using the Platform, you represent and warrant that you meet these stringent eligibility requirements. Vestra reserves the right to request proof of age and identity at any time.

2.2. Accurate Information: During the account registration process, you are required to provide accurate, current, and complete information as prompted by the registration forms. This includes, but is not limited to, your full legal name, date of birth, residential address, email address, and valid identification documents. You covenant to promptly update your account information to ensure its accuracy and completeness at all times. Providing false, misleading, or incomplete information constitutes a material breach of this Agreement and may result in immediate account suspension or termination.

2.3. Account Security: You are solely and exclusively responsible for maintaining the confidentiality and security of your account credentials, including your username and password. You must implement robust security measures to prevent unauthorized access to your account. You are entirely responsible for all activities that occur under your account, whether or not authorized by you. You must notify Vestra immediately, without undue delay, of any suspected or actual unauthorized use of your account, any breach of security, or any loss, theft, or unauthorized disclosure of your account credentials. Vestra will not be liable for any loss or damage arising from your failure to comply with this security obligation.

2.4. Prohibited Accounts: Vestra reserves the absolute right, in its sole and unfettered discretion, to refuse registration, suspend, or terminate any account, or restrict access to the Platform, particularly in cases of suspected fraudulent activity, misrepresentation, identity theft, violation of these terms, or any activity deemed detrimental to the Platform's integrity or other users.

2.5. KYC/KYB Verification: As part of our commitment to regulatory compliance and security, Vestra implements a dynamic Know Your Customer (KYC) and, where applicable, Know Your Business (KYB) verification system. You agree to fully cooperate with Vestra in completing all required verification procedures, which may include submitting government-issued identification, proof of address, financial statements, and other relevant documentation. Failure to complete KYC/KYB verification to Vestra's satisfaction may result in restrictions on your account, including limitations on investment, withdrawal capabilities, or account termination.

3. Investment Principles and Risks

3.1. Fractional Ownership: Vestra facilitates the fractional ownership of real estate properties. When you invest through the Platform, you are purchasing shares in a specific property schema, which represents a proportional interest in the property's performance and potential profits, not the entire underlying asset. You do not acquire direct legal title to the physical property. 

3.2. Property Schemas: Each investment opportunity on the Platform is presented as a "property schema," which contains critical and comprehensive information about the specific real estate asset. This includes, but is not limited to, the property's location, detailed description, share price, profit distribution schedule (e.g., weekly, monthly, yearly), investment duration, projected returns, associated fees, and specific terms and conditions. It is your paramount responsibility to meticulously review and understand each property schema before making any investment decision. Vestra strongly advises against investing in any property schema that you do not fully comprehend.

3.3. Inherent Investment Risks: You expressly acknowledge and understand that all investments, including fractional real estate investments, carry inherent and significant risks. The value of real estate can fluctuate due to various market, economic, and geopolitical factors, and there is no guarantee of profit, return on investment, or preservation of capital. Past performance is not indicative of future results. Vestra employs rigorous vetting processes, property insurance (where applicable), and transparent disclosures to mitigate certain risks, but these measures do not eliminate all risks. You should carefully consider your financial situation, investment objectives, and risk tolerance before committing any funds. You could lose all or a substantial portion of your investment.

3.4. No Investment Advice: Vestra is a technology platform that facilitates fractional real estate investments. Vestra does not provide financial, investment, legal, tax, or accounting advice. All information provided on the Platform, including property descriptions, projected returns, and market analyses, is for informational purposes only and should not be construed as a recommendation, endorsement, or solicitation to buy, sell, or hold any security or investment. You are strongly advised to consult with independent, qualified financial, legal, and tax professionals before making any investment decisions.

3.5. Profit Distribution: Profits, if any, will be distributed to your designated Vestra wallet or a linked external wallet according to the payout schedule specified in the respective property schema. The profit percentage and frequency are determined by the specific investment terms. You acknowledge that profit distributions are contingent upon the performance of the underlying property and may vary.

3.6. Cancellation and Exit Options: The ability to cancel an investment or sell shares early is strictly governed by the specific terms of the property schema. Some schemas may permit cancellation within a very limited timeframe (e.g., "Cancel In 15 Minutes" for Equinix Silicon Valley Data Center (SV10) or "Cancel In 59 Minutes" for Zillow), while others may explicitly prohibit early cancellation. For early exits, Vestra may, at its sole discretion, offer a secondary market, but its availability and terms are subject to the specific schema and market conditions. You are unequivocally advised to review each property's exit options and liquidity provisions before investing.

3.7. No Profit Holidays: Certain property schemas may specify "No Profit Holidays," indicating periods during which profits will not be accrued or distributed. Examples include specific dates such as 2025-12-10, 2025-08-19, 2025-12-25, and 2026-01-01, depending on the property. You are responsible for reviewing these terms within each property schema. 

4. Seller Obligations and Property Listing

4.1. Verified Sellers: Only verified property owners or licensed real estate agents are permitted to list properties for fractional sale on the Vestra Platform. All sellers must undergo a stringent verification process.

4.2. Documentation Requirements: Sellers are required to provide all necessary and authentic documentation, including, but not limited to, proof of ownership (e.g., title deeds), legal property valuations from accredited appraisers, property surveys, insurance policies, and any other information deemed necessary by Vestra to meet its listing criteria, regulatory compliance standards, and due diligence requirements.

4.3. Due Diligence: Vestra conducts extensive due diligence on every property submitted for listing on the Platform to ensure compliance with applicable investment and real estate regulations in relevant jurisdictions. This process may involve third-party verification, legal reviews, and financial assessments.

4.4. Accuracy of Information: Sellers bear the sole and absolute responsibility for the accuracy, completeness, and truthfulness of all information provided in their property schemas and any related marketing materials. Any misrepresentation, omission of material facts, or fraudulent activity by a seller will result in immediate account termination, forfeiture of any pending payouts, and potential legal action.

4.5. Payouts to Sellers: Payouts to sellers are processed transparently and are contingent upon buyer confirmations, successful completion of transactions, and full compliance with all documentation requirements. Vestra reserves the right to withhold payouts in cases of suspected fraud, non-compliance, or disputes.

5. Payments, Withdrawals, and Fees

5.1. Deposit Methods: Vestra supports a variety of payment methods for depositing funds into your account, including but not limited to, credit/debit cards, digital wallets, mobile money, cryptocurrencies, and bank transfers. Both manual and automated processing options may be available, subject to regional availability and Vestra's discretion. 

5.2. Withdrawals: Funds, including profits, can be withdrawn from your Vestra wallet, subject to the specific terms of the property schema, any applicable processing times, minimum withdrawal amounts, and successful completion of all required KYC/AML checks. Vestra reserves the right to impose withdrawal limits or delays for security or regulatory reasons.

5.3. Currency: All transactions on the Platform are conducted in United States Dollars (USD) unless explicitly stated otherwise for specific investment opportunities or payment methods. Currency conversion fees may apply for transactions involving other currencies.

5.4. Fees: Vestra may charge various fees for its services, including, but not limited to, transaction fees, withdrawal fees, management fees, performance fees, and administrative charges. Any applicable fees will be clearly disclosed to you before you initiate a transaction or investment. By using the Platform, you expressly agree to pay all such fees. Vestra reserves the right to modify its fee structure at any time, with such changes becoming effective upon posting on the Platform.

6. User Conduct and Prohibited Activities

6.1. Lawful Use: You covenant to use the Vestra Platform strictly for lawful purposes and in full compliance with this Agreement, the Terms of Service, and all applicable local, national, and international laws, regulations, and governmental orders.

6.2. Strictly Prohibited Activities: You are expressly and strictly prohibited from engaging in any of the following activities:
* Violation of Laws: Engaging in any activity that violates any applicable local, national, or international law, statute, ordinance, regulation, or governmental order, including but not limited to anti-money laundering (AML) laws, counter-terrorist financing (CTF) laws, securities laws, and consumer protection laws.
* Infringement: Infringing upon the intellectual property rights, privacy rights, or any other proprietary rights of Vestra or any third party.
* Fraud and Deception: Engaging in any form of fraud, misrepresentation, deception, manipulation, or other dishonest practices, including but not limited to providing false information, creating multiple accounts to circumvent limits, or engaging in market manipulation.
* Malicious Software: Transmitting, uploading, or distributing any viruses, worms, Trojan horses, logic bombs, or other malicious or technologically harmful material that could damage, disable, overburden, or impair the Platform or interfere with any other party's use of the Platform.
* System Interference: Disrupting, interfering with, or circumventing the proper functioning, security features, or integrity of the Platform, its servers, networks, or any connected systems. This includes, but is not limited to, denial-of-service attacks, brute-force attacks, or attempting to overload the system.
* Unauthorized Access: Attempting to gain unauthorized access to any part of the Platform, other user accounts, computer systems, or networks connected to the Platform through hacking, password mining, or any other illicit means.
* Automated Access: Using any automated means, such as bots, spiders, crawlers, scrapers, or data mining tools, to access, monitor, copy, or interact with the Platform or its content, except as expressly permitted by Vestra in writing.
* Commercial Exploitation: Selling, licensing, leasing, assigning, transferring, pledging, or otherwise commercially exploiting any of your rights under this Agreement or any part of the Platform to any third party without Vestra's explicit prior written consent.
* Reverse Engineering: Copying, modifying, translating, reverse engineering, decompiling, disassembling, or attempting to discover the source code, algorithms, or underlying ideas of the Platform or any software available on it.
* Harassment and Abuse: Engaging in any form of harassment, abuse, intimidation, or discriminatory behavior towards other users, Vestra personnel, or any third party.
* Spamming: Sending unsolicited communications, promotions, or advertisements ("spam") to other users or through the Platform.

6.3. Enforcement: Vestra reserves the absolute right to investigate and take appropriate legal action against anyone who, in Vestra's sole discretion, violates this provision, including, without limitation, reporting you to law enforcement authorities. Vestra may also, at its sole discretion, suspend or terminate your access to the Platform immediately and without notice if you violate any of these prohibitions.

7. Intellectual Property Rights

7.1. Ownership: All content, features, and functionality on the Vestra Platform, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, and the compilation thereof, are the exclusive property of Vestra Inc., its licensors, or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

7.2. Limited License: Subject to your strict compliance with this Agreement, Vestra grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform solely for your personal, non-commercial investment activities as permitted by the Platform's functionality.

7.3. Restrictions: You are expressly prohibited from reproducing, distributing, modifying, creating derivative works of, publicly displaying, publicly performing, republishing, downloading, storing, or transmitting any of the material on our Platform, except as generally permitted by the Platform's functionality for your personal use. You must not:
* Modify copies of any materials from this site.
* Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
* Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
* Access or use for any commercial purposes any part of the Platform or any services or materials available through the Platform.

7.4. Trademarks: The Vestra name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Vestra Inc. or its affiliates or licensors. You must not use such marks without the prior written permission of Vestra. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners.

8. Disclaimers and Limitation of Liability

8.1. "As Is" and "As Available": THE VESTRA PLATFORM AND ALL ITS CONTENT, SERVICES, AND FEATURES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. VESTRA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

8.2. No Guarantees: VESTRA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. VESTRA DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION ON THE PLATFORM, NOR DOES IT ENDORSE ANY OPINIONS EXPRESSED ON THE PLATFORM. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE PLATFORM.

8.3. Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VESTRA INC., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: * (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PLATFORM; * (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PLATFORM; * (III) ANY CONTENT OBTAINED FROM THE PLATFORM; * (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; * (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY; * (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE PLATFORM; * (VII) THE FAILURE OF THE PLATFORM TO PERFORM AS REPRESENTED OR EXPECTED; WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

8.4. Maximum Liability: NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, VESTRA'S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE AMOUNT PAID, IF ANY, BY YOU TO VESTRA FOR THE PLATFORM DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE OF THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

9. Indemnification

You agree to defend, indemnify, and hold harmless Vestra Inc., its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:
* Your violation of this Agreement or any other Vestra policy.
* Your use of the Platform, including, but not limited to, your User Contributions, any use of the Platform's content, services, and products other than as expressly authorized in this Agreement.
* Your use of any information obtained from the Platform.
* Your negligence, willful misconduct, or fraud.
* Your violation of any applicable law or the rights of a third party.

10. Governing Law and Dispute Resolution

10.1. Governing Law: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

10.2. Mandatory Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, the Terms of Service, the Privacy Policy, or the breach, termination, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and, if applicable, the Supplementary Procedures for Consumer-Related Disputes (collectively, "AAA Rules"). The arbitration shall be conducted by a single arbitrator appointed in accordance with the AAA Rules. The seat of the arbitration shall be Wilmington, Delaware. The language of the arbitration shall be English.

10.3. Waiver of Class Action: YOU AND VESTRA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and Vestra agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.

10.4. Confidentiality: The arbitration proceedings and all information exchanged during the course of the arbitration shall be kept strictly confidential, except as required by law or for the purpose of enforcing the arbitration award.

10.5. Injunctive Relief: Notwithstanding the foregoing, Vestra reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

11. Miscellaneous Provisions

11.1. Entire Agreement: This Agreement, together with the Vestra Terms of Service, Privacy Policy, and any other legal notices published by Vestra on the Platform, constitutes the entire and exclusive agreement between you and Vestra regarding your use of the Platform and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

11.2. Severability: If any provision of this Agreement is found by a court of competent jurisdiction or an arbitrator to be invalid, illegal, or unenforceable for any reason, such provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions of this Agreement will continue in full force and effect.

11.3. Waiver: No waiver by Vestra of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Vestra to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

11.4. Assignment: You may not assign or transfer your rights or obligations under this Agreement without Vestra's explicit prior written consent. Any attempted assignment or transfer in violation of this provision shall be null and void. Vestra may assign its rights and obligations under this Agreement without restriction or notice to you.

11.5. Force Majeure: Vestra shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor, or materials.

11.6. Electronic Communications: By using the Platform, you consent to receive electronic communications from Vestra. These communications may include notices about your account, transactional information, and marketing materials. You agree that any notices, agreements, disclosures, or other communications that Vestra sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

11.7. Headings: The headings in this Agreement are for convenience only and shall not affect its interpretation.

11.8. Contact Information: If you have any questions, concerns, or complaints regarding this User Agreement Policy or the Vestra Platform, please contact us through the following channels: * Live Chat: Available on the Vestra website. * Email: support@vestra.club * WhatsApp: +63 946 449 8012

By clicking "I Agree," "Sign Up," or by otherwise accessing or using the Vestra Platform, you acknowledge that you have read, understood, and agree to be bound by this User Agreement Policy.