Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you and orca lmp, Inc. ("orca lmp", "we", "our", or "us") governing your access to and use of the orca lmp platform (the "Platform"), including all content, features, and services offered through it.

By creating an account, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not access or use the Platform.

If you are using the Platform on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms, and "you" refers to both you and the entity.

You must meet all of the following criteria to use the Platform:

• You are at least 18 years of age.
• You are a legal entity or individual acting in a professional capacity in the affordable housing, real estate investment, or real estate finance industry.
• You have a valid beta access code (during the beta period).
• You are not barred from receiving services under applicable law.
• Your use will not violate any applicable laws or regulations.

To use the Platform, you must register an account. You agree to provide accurate, current, and complete information and to keep your account information updated. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

You must notify us immediately at support@orcalmp.com if you suspect unauthorized use of your account. We are not liable for any loss or damage arising from your failure to maintain account security.

We reserve the right to suspend or terminate accounts that are found to contain inaccurate information or that violate these Terms.

orca lmp is a B2B marketplace designed to facilitate Low-Income Housing Tax Credit (LIHTC) deal origination and capital formation. The Platform supports three primary user roles:

• Developers: Real estate developers who post LIHTC deal opportunities, set equity and debt capital goals, manage deal visibility, and evaluate offers from Investors and Lenders.
• Investors: Equity investors who browse available deals, submit equity offers (Letters of Intent), and participate in deal communication.
• Lenders: Debt providers (construction and permanent lenders) who browse available deals, submit debt offers (Letters of Intent), and participate in deal communication.

Employees of a company may be invited by the company owner and inherit that company's role. Access to deals and communications is governed by role, deal visibility settings, and accepted offers.

If you are a Developer using the Platform to post deals, you agree that:

• All deal information you submit is accurate, complete, and not misleading.
• You have the legal right and authority to post the deal and solicit capital for the project described.
• Deal financial figures (Total Development Cost, Debt, Equity, Construction Loan, Permanent Loan) must be internally consistent. The Platform enforces validation rules; circumventing these is prohibited.
• AMI mix unit allocations must match the project's total unit count when publishing a deal.
• Documents and images you upload do not infringe on any third-party intellectual property rights and do not contain confidential information of a third party shared without authorization.
• You will not post deals that are fictitious, duplicative, or designed to mislead investors or lenders.
• MSA designations must correspond to OMB-defined Metropolitan Statistical Areas. The Platform provides a standardized list for your reference.

orca lmp is a technology platform — not a broker-dealer, investment adviser, placement agent, or registered securities intermediary. Nothing on the Platform constitutes investment advice, a solicitation to buy or sell securities, or a recommendation of any investment. All deal information is provided by Developers and has not been verified by orca lmp.

Participation in any deal opportunity through the Platform is subject to applicable federal and state securities laws. Users are solely responsible for compliance with all applicable laws and regulations, including any required disclosures, accreditation requirements, and licensing obligations. You should consult your own legal, financial, and tax advisers before participating in any transaction.

orca lmp does not guarantee the accuracy of any deal information, the financial viability of any project, or the completion of any transaction. Offers submitted through the Platform are non-binding unless separately documented in a signed agreement between the parties.

Access to the Platform during the beta period is provided at no charge or at the rates communicated to you at registration. We reserve the right to introduce subscription plans and fees after the beta period, with at least 30 days' advance notice.

If we introduce paid features, your continued use after the notice period constitutes acceptance of the new pricing. You may cancel your account at any time before any paid subscription term begins.

8.1 orca lmp Content

The Platform, including its design, code, text, graphics, and features, is owned byorca lmp, Inc. and is protected by copyright, trademark, and other intellectual property laws. You may not copy, reproduce, distribute, or create derivative works from any part of the Platform without our prior written consent.

8.2 User Content

You retain ownership of content you submit to the Platform (deal documents, images, messages). By submitting content, you grant orca lmp a non-exclusive, worldwide, royalty- free license to host, display, and transmit that content solely for the purpose of operating and providing the Platform services. We do not use your deal data for any marketing or commercial purpose outside the Platform.

8.3 Feedback

If you provide feedback, suggestions, or ideas about the Platform, you grant us a perpetual, irrevocable, royalty-free right to use and incorporate such feedback without any obligation to compensate you.

You agree not to:

• Use the Platform for any unlawful purpose or in violation of these Terms.
• Post false, misleading, or fraudulent deal information.
• Impersonate another person, company, or entity.
• Attempt to gain unauthorized access to other accounts, systems, or networks.
• Introduce malware, viruses, or other harmful code.
• Scrape, harvest, or extract data from the Platform without our written permission.
• Circumvent or interfere with security features, authentication mechanisms, or access controls.
• Use the Platform to harass, threaten, or harm other users.
• Violate any applicable law or regulation, including securities laws.
• Engage in any activity that disrupts, degrades, or impairs the Platform's performance.

Your use of the Platform is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review it carefully.

We may suspend or terminate your access to the Platform at any time, with or without notice, for any reason, including violation of these Terms, fraud, or inactivity. You may also close your account at any time by contacting us at support@orcalmp.com.

Upon termination, your right to access the Platform ceases immediately. Provisions that by their nature should survive termination (including Sections 6, 8, 12, 13, 14, and 15) will survive.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR THAT ANY DEFECTS WILL BE CORRECTED.

WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY DEAL INFORMATION, USER-SUBMITTED CONTENT, OR THIRD-PARTY DATA ON THE PLATFORM.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ORCA LMP AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE TWELVE MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED DOLLARS ($100).

You agree to indemnify, defend, and hold harmless orca lmp and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) any content you submit to the Platform.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute arising out of or related to these Terms or the Platform that cannot be resolved informally shall be submitted to binding arbitration under the rules of the American Arbitration Association, conducted in English in Delaware. The arbitrator's decision shall be final and binding. You waive any right to participate in a class action lawsuit or class-wide arbitration.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights.

We reserve the right to modify these Terms at any time. Material changes will be announced by updating the effective date and, where appropriate, by notifying you via email or a notice within the Platform. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the revised Terms.

• Entire Agreement: These Terms and the Privacy Policy constitute the entire agreement between you and orca lmp regarding the Platform.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force.
• No Waiver: Failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights freely.
• Force Majeure: We are not liable for failure to perform due to circumstances beyond our reasonable control.

For questions about these Terms, please contact us at: