Terms of Service

These Terms of Service ("Terms") are a legally binding agreement between you ("you" or "user") and Golden State Capital Management ("Golden State," "we," "us," or "our") governing your access to and use of goldenstatecap.com, related web pages, and the investor portal (collectively, the "Platform").

By creating an account, clicking "I agree," signing in (including with Google), submitting information, or otherwise using the Platform, you agree to these Terms and to our Privacy Policy. If you are located in Mexico or we process your personal data in connection with Mexico, you also acknowledge our Aviso de Privacidad.

If you use the Platform on behalf of an entity, you represent that you have authority to bind that entity, and "you" includes that entity.

Golden State Capital Management is a real estate investment sponsor and operator focused on opportunities in California and the California–Mexico corridor. Our office is located at 401 B Street, Suite 1850, San Diego, CA 92101, United States.

Project information, projected returns, timelines, and track-record figures on the Platform are informational and illustrative. They are not a commitment to admit you to any offering or to achieve any result. See our Legal Disclosures.

You must be at least 18 years old (or the age of majority in your jurisdiction, if higher) to create an account. The Platform is intended for persons who can lawfully use it in their country of residence.

Creating an account, completing a profile, or starting accreditation is not an offer to sell securities, not an invitation to invest, and not a guarantee of access to any opportunity. We may approve, delay, limit, or deny accounts or accreditation in our discretion, including where we cannot complete verification or where an offering is not available to you.

You agree to provide accurate, current, and complete information and to keep it updated. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us promptly at investors@goldenstatecap.com if you believe your account has been compromised.

We may require identity verification, accredited-investor documentation, and other information before you can view certain materials or request to invest. Our review of documents grants or withholds platform access. It is not a legal opinion, tax advice, or a determination by any regulator.

You consent to receive communications from us electronically, including by email, through the Platform, and (where you initiate or agree to it) messaging applications such as WhatsApp. Electronic notices satisfy any legal requirement that communications be in writing, to the extent permitted by applicable law (including the U.S. Electronic Signatures in Global and National Commerce Act).

You agree that clicking to accept, checking a box, or otherwise indicating assent on the Platform may constitute your electronic signature. Offering documents may require additional wet-ink or e-sign procedures; those procedures control for the investment itself.

It is your responsibility to keep your email address current and to monitor that inbox, including spam folders.

Nothing on the Platform constitutes an offer to sell, or a solicitation of an offer to buy, any security, except where a definitive offering document expressly states otherwise and is delivered in compliance with applicable securities laws.

Private investment opportunities, when available, are generally offered only to accredited investors (as defined under U.S. federal securities laws, including Regulation D under the Securities Act of 1933) or to persons who qualify under an applicable local equivalent, and only in jurisdictions where the offering may lawfully be made.

Whether a particular offering relies on an exemption that permits or restricts general solicitation is determined solely by that offering's documents and applicable law. We may restrict access to materials, require additional verification, or decline to discuss an offering with you.

Final terms of any investment are governed exclusively by the private placement memorandum, operating or trust agreement, subscription documents, and related agreements (the "Offering Documents"), not by website copy, emails, calls, or WhatsApp messages.

Where you certify that you are an accredited investor (or local equivalent), you represent that the certification is true, complete, and not misleading. Providing false information may have legal consequences and may result in immediate termination of access.

You authorize us to review government identification, proof of income or net worth, and other documents you upload for onboarding, anti-fraud, and securities-law compliance. Storage and use of those materials is described in our Privacy Policy.

Approval of accredited status on the Platform is an internal access decision. It does not mean a regulator has determined that you are accredited, that an investment is suitable for you, or that you should invest.

After accreditation, you may request to invest in a live opportunity. Submitting a request, opening WhatsApp, or scheduling a conversation does not by itself reserve an allocation, accept a subscription, or confirm an investment.

• Opening WhatsApp or another messaging channel does not confirm that a meeting is scheduled. Our team tracks meetings separately.
• Bank and wire instructions are shared only on a call or in person. We will not display wire details in the app or send them by email. Treat any unsolicited message that asks you to wire funds as suspicious and contact us only through channels listed on our Contact page.
• You are responsible for confirming beneficiary details with our team before you send funds and for any fees charged by your bank.
• Deposit confirmation on the Platform is an operational record that our team has matched your transfer to a project. It is not investment advice and does not modify the Offering Documents.

We do not process card payments or automated ACH through the Platform. Funding is by bank transfer with manual confirmation. Timing of confirmation depends on banking rails and our operations review.

The investor dashboard may show holdings, projected or historical figures, deposit requests, distribution history, cash-out requests, and reinvestment requests. Those displays are tools for communication and record-keeping. They are not a brokerage account, deposit account, or guarantee of liquidity.

• Distributions occur if and when a project generates distributable proceeds under its Offering Documents. Timing and amounts are not guaranteed.
• Cash-out requests are requests only. They are subject to project liquidity, governing documents, tax or legal holds, and our operational approval. Submitting a request does not create a right to immediate withdrawal.
• Reinvestment is optional and, if offered, requires a new or amended commitment under applicable Offering Documents.
• Figures labeled as estimates, projections, or illustrated returns are not promises of performance. See Legal Disclosures.

You retain any rights you have in identification documents, financial statements, deposit receipts, and other files you upload. You grant Golden State a limited license to host, review, copy, and share those materials as needed to operate the Platform, complete onboarding, confirm deposits, comply with law, and communicate with you.

You represent that you have the right to submit the materials, that they are authentic, and that they do not infringe others' rights. Do not upload documents that belong to someone else without authority, or malware, or content that is unlawful.

Investor documents are stored privately and are not published as public URLs. Preview and download are limited to you (as owner) and authorized administrators, as described in the Privacy Policy.

We may require government-issued identification, proof of address, source-of-funds information, and other due diligence before accepting a relationship or a transfer. We may decline, delay, or reverse operational confirmation of a deposit where information is incomplete, inconsistent, or raises compliance concerns.

You agree to cooperate with reasonable requests and not to use the Platform for money laundering, terrorist financing, sanctions evasion, fraud, or any other unlawful purpose. We may file reports with authorities where required or permitted by law, without notice to you to the extent notice is legally restricted.

You agree not to:

• Use the Platform in violation of applicable law, including securities, privacy, export, and sanctions laws.
• Attempt to gain unauthorized access to accounts, systems, or non-public offering materials.
• Scrape, harvest, or bulk-download content except as allowed by ordinary browser use or with our written consent.
• Interfere with the Platform's operation, including by introducing malware or imposing unreasonable load.
• Impersonate any person, misrepresent your accreditation, or submit forged documents.
• Use the Platform to send unsolicited promotional messages or to collect personal data of other users.
• Republish non-public project documents or investor data.

The Platform may use or link to third parties, including:

• Google for optional sign-in. Google's terms and privacy policy apply to your Google account. We receive limited profile information needed to create or authenticate your Golden State account.
• WhatsApp (Meta) when you choose to message our team. WhatsApp is a separate service; your use is governed by WhatsApp's terms. Opening WhatsApp from our site does not make Meta or WhatsApp a party to your investment.
• Cloudflare and other hosting, storage, email, and analytics providers that help us operate the Platform. See the Privacy Policy and Cookie Policy.
• Scheduling tools or maps linked from the Contact page.

We are not responsible for third-party sites or apps, their availability, or their handling of your data once you leave the Platform, except as required by law.

The Platform, including text, graphics, logos, photographs, models, and software, is owned by Golden State or its licensors and is protected by intellectual-property laws. We grant you a limited, revocable, non-transferable license to access the Platform for your personal, non-commercial use in evaluating a potential or existing relationship with us.

You may not copy, modify, distribute, or create derivative works from Platform content except as we expressly permit. Offering Documents remain subject to their own confidentiality and use restrictions.

Submissions through Work with us are employment or collaboration inquiries, not investment applications. We are an equal-opportunity employer and consider applicants without regard to race, color, religion, sex, national origin, age, disability, veteran status, or any other status protected by applicable law.

Sending a résumé or message does not create an employment contract. We may retain candidate information as described in the Privacy Policy.

Content on the Platform, including FAQs, calls, emails, and WhatsApp messages, is for general information. It is not legal, tax, accounting, or investment advice, and it is not a recommendation that you buy, sell, or hold any security or property interest.

You should obtain independent legal, tax, and financial advice, including advice on cross-border investing between the United States and Mexico, before making any decision.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Platform will be uninterrupted, secure, or error-free; that projected returns, timelines, or occupancy figures will be achieved; or that any particular offering will remain open or be suitable for you.

Past performance, including completed-deal highlights and marketing statistics, is not indicative of future results and does not guarantee similar outcomes. All investing involves risk, including possible loss of principal.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GOLDEN STATE AND ITS OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE PLATFORM OR THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF THE PLATFORM OR THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100). THIS LIMITATION DOES NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WHERE SUCH A LIMITATION IS PROHIBITED.

These limitations apply to use of the Platform. Your rights and remedies with respect to an actual investment are governed by the Offering Documents and applicable law, which may provide different standards.

You agree to indemnify, defend, and hold harmless Golden State and its officers, directors, partners, employees, and agents from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Platform; (b) your breach of these Terms; (c) your violation of law; or (d) information or documents you submit that are inaccurate, misleading, or unauthorized.

We may suspend or terminate your access at any time, including if we believe you have violated these Terms, failed verification, created risk for other investors or the firm, or if we discontinue the Platform. You may stop using the Platform at any time.

Termination of Platform access does not automatically terminate any investment you have made. Those relationships continue under the Offering Documents. Provisions that by their nature should survive (including intellectual property, disclaimers, limitation of liability, indemnity, and governing law) will survive termination.

We may update these Terms from time to time. The "Last updated" date at the top of this page will change when we do. Material changes may also be notified by email or a notice on the Platform. Continued use after the effective date constitutes acceptance of the updated Terms, except where applicable law requires additional consent.

These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules, except that U.S. federal securities laws apply to the extent they govern a particular offering.

Except where prohibited by law, you and Golden State agree that the state and federal courts located in San Diego County, California, will have exclusive jurisdiction over disputes arising out of or relating to the Platform or these Terms, and you consent to personal jurisdiction and venue there.

If you are a consumer resident of a jurisdiction that does not allow the foregoing venue selection, mandatory provisions of your local law may apply to your use of the website. Offering Documents may specify different governing law for a particular investment.

• Entire agreement. These Terms, together with the Privacy Policy, Cookie Policy, Legal Disclosures, and (where applicable) the Aviso de Privacidad, are the entire agreement between you and us regarding the Platform and supersede prior discussions about Platform use. They do not supersede Offering Documents.
• Severability. If a provision is held unenforceable, the remaining provisions remain in effect.
• No waiver. Failure to enforce a provision is not a waiver of the right to do so later.
• Assignment. You may not assign these Terms without our consent. We may assign them in connection with a reorganization, merger, or sale of assets.
• Headings. Headings are for convenience only.
• Language. We provide these Terms in English and Spanish. If there is a conflict regarding Platform use, the English version controls, except where applicable Mexican law requires otherwise for Mexican data subjects (in which case the Aviso de Privacidad controls for privacy matters addressed there).

Questions about these Terms: Golden State Capital Management, 401 B Street, Suite 1850, San Diego, CA 92101, United States. Email: investors@goldenstatecap.com. Phone: +1 (619) 769-4155. Additional channels are listed on our Contact page.