Terms of Service

1. Who these Terms apply to

These Terms apply to anyone who accesses the Services, including:

• visitors to the Site, regardless of whether they create an account;
• subscribers to our newsletters, podcasts, whitepapers, or events;
• registered users of the investor portal, including prospective and current co-owners and their authorized representatives; and
• affiliates participating in our referral or affiliate program.

Where a transaction with us is governed by a separate written agreement - such as a subscription agreement, co-ownership agreement, limited partnership agreement, or property-use agreement - that agreement governs that transaction. To the extent these Terms conflict with a transaction-specific agreement, the transaction-specific agreement controls for that transaction, and these Terms apply to everything else.

2. Eligibility

By using the Services, you represent and warrant that:

• you are at least 18 years old (or the age of majority in your jurisdiction, if higher);
• you have full legal capacity to enter into a binding contract;
• you are not barred from receiving the Services under the laws of Canada, your country of residence, or any other applicable jurisdiction; and
• if you act on behalf of an entity, you have authority to bind that entity, in which case "you" includes both you and that entity.

Co-ownership and other investment opportunities are offered only to investors who meet the eligibility criteria of the relevant offering, including, where applicable, accredited-investor or equivalent status under Canadian, U.S., or other applicable securities laws. We may decline to provide, or may discontinue, access to investment-related portions of the Services at our discretion.

The Services are not directed to children under 18. If you believe a child has provided us with personal information, contact privacy@luxara.ca (see the Privacy Policy).

3. Accounts and registration

To access certain parts of the Services - including the investor portal - you must register for an account. When you register, you agree to:

• provide accurate, current, and complete information;
• keep your information up to date;
• maintain the confidentiality of your credentials;
• enable any multi-factor authentication we make available; and
• promptly notify us at security@luxara.ca of any unauthorized use of your account or any other breach of security.

You are responsible for all activity that occurs under your account, except where you have notified us of unauthorized access and we have had a reasonable opportunity to act. We may refuse registration, suspend, or terminate accounts at our discretion, including where we suspect fraud, breach of these Terms, or risk to the Services or other users.

4. Important investor and securities disclaimers

Information only. The Site and most of the Services provide general information about Luxara and its co-ownership offerings. The information on the Site is not an offer to sell, or a solicitation of an offer to buy, any security in any jurisdiction in which such offer or solicitation would be unlawful. Any actual offer of securities will be made only by means of a private placement memorandum, subscription agreement, or other offering document that has been delivered to qualified investors and that complies with applicable securities laws.

Accredited investors and exempt offerings. Where Luxara offers securities, those offerings are typically conducted in reliance on private-placement and accredited-investor or equivalent exemptions under Canadian securities laws (including National Instrument 45-106) and corresponding rules in other jurisdictions. Participation may be restricted to investors who meet the relevant criteria, who provide the certifications and documentation required, and whose subscription is accepted by Luxara in its discretion.

Risk. All investments involve risk, including the loss of principal. Co-ownership of real estate carries additional risks, including illiquidity, property-specific risk, regulatory risk, currency risk for cross-border properties, and the risk that anticipated tax or financial benefits will not be realized. You should not invest unless you can sustain the loss of your entire investment. Past performance is not a reliable indicator of future results.

No guarantees. Any projections, target returns, occupancy estimates, appreciation forecasts, or comparable figures shown on the Site or in marketing materials are illustrative only and are subject to assumptions that may not be realized. Luxara makes no guarantee that any investment will achieve its targets or any specific return.

Jurisdiction. Co-ownership opportunities are not available in every jurisdiction. The availability of an offering to you depends on where you reside and the laws applicable to you. By using the Services, you confirm that your access does not violate any applicable law or regulation in your jurisdiction.

No investment advice. Information on the Site does not constitute, and should not be construed as, an investment recommendation or advice about whether any particular investment is suitable for you. Suitability depends on your personal circumstances, and you should consult your own advisors before investing.

5. No professional advice

Nothing on the Services constitutes legal, tax, accounting, financial, regulatory, or other professional advice. Calculators, quizzes, whitepapers, podcast content, market insights, and similar resources are provided for information only and may not reflect your particular circumstances. You should consult your own qualified advisors before making any decision based on information you obtain from the Services.

6. Forward-looking statements

The Services may contain forward-looking statements - statements about our plans, expectations, intentions, projections, and beliefs about future events. These statements use words such as "expect," "intend," "anticipate," "estimate," "project," "target," "may," "will," "should," "could," and similar terms. Forward-looking statements involve known and unknown risks and uncertainties, including those described in our offering documents and elsewhere on the Services. Actual results may differ materially from those expressed or implied by forward-looking statements. Except as required by law, we undertake no obligation to update any forward-looking statement.

7. Investor portal, transactions, and co-ownership

If you become an investor through Luxara, your rights and obligations regarding your co-ownership interest, capital contributions, voting, distributions, transfers, and related matters are governed by the specific subscription, co-ownership, limited partnership, trust, or other transaction agreements you sign. In addition:

• Verification. You authorize us and our service providers to verify your identity, accreditation status, and eligibility to invest, including by conducting KYC/AML checks and sanctions and politically-exposed-person screening, in accordance with our Privacy Policy.
• Acceptance discretion. We may accept, reject, or partially fill any subscription in our sole discretion, including based on regulatory, suitability, or operational considerations.
• Documents prevail. Where there is a conflict between summaries on the Site (including marketing materials, target returns, or process descriptions) and the actual transaction documents you sign, the transaction documents prevail.
• Tax matters. Tax outcomes depend on your circumstances and jurisdiction. We do not provide tax advice. You are responsible for your own tax filings and obligations.

8. Property use, bookings, and guest conduct

If you hold a co-ownership interest, your right to use a property is governed by the relevant co-ownership and house-rules documents. Without limiting those documents:

• bookings are made through the investor portal subject to availability and the points or allocation rules for the property;
• you are responsible for the conduct of your guests and authorized users while on the property;
• you may not use a property in violation of law, in a manner that disturbs neighbours or other co-owners, for commercial short-term rental other than as expressly permitted, or in any way that places the property or other co-owners at risk; and
• you are responsible for damages caused by you or your guests beyond ordinary wear and tear, as set out in the relevant co-ownership and house-rules documents.

9. Communications and electronic delivery

By using the Services, you consent to receive communications from us electronically, including transactional notices, account communications, statements, regulatory documents, capital-call notices, and other information that the law would otherwise require us to provide in writing. We may deliver these communications by email, through the investor portal, or through other electronic means.

You may withdraw consent to electronic delivery of any document that the law allows you to receive on paper by contacting info@luxara.ca, in which case we will make alternative arrangements consistent with applicable law. Withdrawing consent to electronic communications may slow our ability to deliver time-sensitive information.

10. Intellectual property

The Services and their content - including text, graphics, photos, video, audio, software, designs, names, logos, trademarks, and the overall look and feel - are owned by Luxara or its licensors and are protected by Canadian and international intellectual-property laws. Subject to your compliance with these Terms, Luxara grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services for your personal, non-commercial purposes, and for evaluating and participating in our co-ownership offerings.

You may not, except with our prior written consent:

• copy, modify, distribute, sell, lease, rent, or create derivative works of any part of the Services;
• reverse-engineer or attempt to extract source code;
• use any data-mining, scraping, robot, or similar data-gathering tools;
• remove or alter any proprietary notices; or
• use Luxara's name, trademarks, or branding in a manner likely to cause confusion or to suggest endorsement.

We respect intellectual-property rights. If you believe content on the Services infringes a copyright you own, contact legal@luxara.ca with sufficient information to identify the work, the infringing material, your contact details, a statement made under penalty of perjury that the information is accurate, and a statement of good-faith belief that the use is not authorized.

11. User content

You may have the opportunity to upload or post content through the Services - for example, reviews, photos, testimonials, comments, or feedback ("User Content"). You retain ownership of your User Content. By submitting User Content, you grant Luxara a worldwide, royalty-free, sublicensable, transferable licence to host, store, reproduce, modify (for formatting and display), distribute, publicly display, perform, and otherwise use the User Content in connection with operating, promoting, and improving the Services. This licence survives termination to the extent necessary for archival and legal compliance.

You represent and warrant that you own or have the necessary rights to your User Content, that it does not violate any law or any person's rights (including privacy and publicity rights), and that it complies with Section 12 (Acceptable use). We may, but are not obligated to, review, moderate, or remove User Content. You should not upload content you are not comfortable being made public.

12. Acceptable use and prohibited conduct

You agree not to use the Services to:

• violate any law, regulation, or rule, including securities, anti-money-laundering, sanctions, tax, privacy, or consumer-protection laws;
• impersonate any person or misrepresent your affiliation with any person or entity;
• provide information that is false, inaccurate, or misleading, including in any KYC, accreditation, or other due-diligence process;
• transmit malware, spyware, or other harmful code, or interfere with the security, integrity, or availability of the Services;
• circumvent or attempt to circumvent any access controls, rate limits, or authentication mechanisms;
• scrape, harvest, index, or otherwise collect data from the Services other than through interfaces we make available for that purpose;
• access the Services from a country, or in a manner, prohibited by applicable export controls or sanctions;
• send unsolicited commercial messages or spam through any communication features of the Services;
• post content that is defamatory, harassing, threatening, hateful, sexually explicit, or otherwise objectionable; or
• use the Services to compete with Luxara, including by gathering information to build, or contribute to, a competing product.

We may investigate and respond to suspected violations, including by suspending access, removing content, and cooperating with law-enforcement and regulatory authorities.

13. Third-party services and links

The Services may link to or integrate with third-party websites, applications, or services that we do not operate (for example, property-management portals, payment processors, financing providers, e-signature platforms, and social-media platforms). Your use of those third-party services is governed by their own terms and privacy notices. We are not responsible for, and do not endorse, the content, products, or practices of third parties. You access third-party services at your own risk.

14. Disclaimer of warranties

The Services are provided "as is" and "as available," with all faults. To the maximum extent permitted by applicable law, Luxara and its affiliates, officers, directors, employees, agents, licensors, and service providers disclaim all warranties, conditions, and representations - express, implied, statutory, or otherwise - including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, completeness, currency, security, and that the Services will be uninterrupted or error-free.

Without limiting the foregoing, we do not warrant that information on the Services is accurate, complete, or current, that any property booking will be available, that any forecast, projection, or target will be achieved, or that the Services will meet your requirements.

Some jurisdictions do not allow the exclusion of certain warranties or conditions; in those jurisdictions, the disclaimers above apply to the maximum extent permitted by law.

15. Limitation of liability and indemnification

Limitation of liability. To the maximum extent permitted by applicable law:

• Luxara and its affiliates, officers, directors, employees, agents, licensors, and service providers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, business, opportunity, goodwill, data, or use, even if advised of the possibility of such damages and even if a remedy fails of its essential purpose;
• our aggregate liability arising out of or relating to your use of the Services or these Terms will not exceed the greater of (i) the fees you paid to Luxara for the portion of the Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) one hundred Canadian dollars (CAD $100); and
• the foregoing limitations apply to all claims, whether based on contract, tort (including negligence), warranty, statute, or any other legal theory.

Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under applicable law - including, in some jurisdictions, liability for fraud, fraudulent misrepresentation, gross negligence, or willful misconduct, or any liability for death or personal injury caused by negligence. These limitations do not affect the rights or obligations created by any transaction agreement you sign with us, which governs your investment in accordance with its own terms.

Indemnification. You agree to defend, indemnify, and hold harmless Luxara and its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any claim, demand, action, loss, damage, liability, cost, or expense (including reasonable legal fees) arising out of or relating to (i) your breach of these Terms; (ii) your User Content; (iii) your violation of any law or any person's rights; or (iv) your use of the Services. We may, at our option, assume the exclusive defence and control of any matter subject to indemnification, in which case you will cooperate with us.

16. Governing law, dispute resolution, and class-action waiver

Governing law. These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the Province of Alberta and the federal laws of Canada applicable in Alberta, without giving effect to any choice-of-law principles that would require the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution first. Before filing any claim, you agree to try to resolve the dispute informally by contacting legal@luxara.ca with a written description of the dispute and the relief you seek. We will work in good faith to resolve the dispute within thirty (30) days of receipt.

Binding arbitration (where permitted). Except for disputes that cannot be arbitrated under applicable law and except as set out in the next paragraph, any dispute that cannot be resolved informally will be resolved by final and binding arbitration administered in Calgary, Alberta, by a single arbitrator under the Arbitration Act (Alberta) and the rules of the ADR Institute of Canada (or another internationally recognized arbitration body the parties agree on). The arbitration will be conducted in English. The arbitrator's award may be entered as a judgment in any court of competent jurisdiction.

Court alternative for small claims and injunctive relief. Either party may bring an individual action in a small-claims court of competent jurisdiction instead of arbitration, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual-property rights or confidential information.

Class-action waiver. To the maximum extent permitted by applicable law, you and Luxara agree that any dispute will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. If this class-action waiver is found unenforceable, the unenforceable portion will be severed and the remainder of this section will continue to apply. Nothing in this section limits any non-waivable right you have under applicable law.

Quebec residents. Nothing in this section affects rights that cannot be waived under Quebec law. Quebec residents may bring an action before the courts of Quebec where required by law.

17. Suspension and termination

We may suspend, limit, or terminate your access to the Services, in whole or in part, at any time, with or without notice and with or without cause, including if we suspect a violation of these Terms or any law, or to protect the Services, Luxara, or any other user. Sections that by their nature should survive termination - including Sections 4, 10, 11, 14, 15, 16, and 19 - will survive.

If you are an investor, termination of your account does not by itself terminate your co-ownership interest, which is governed by the relevant transaction documents.

18. Changes to these Terms

We may update these Terms from time to time. When we do, we will:

• update the "Last Updated" and version fields at the top of these Terms;
• post the revised Terms on the Site;
• where the changes are material, notify you in advance - typically thirty (30) days where feasible - by email or through a notice on the Site; and
• take any additional steps required by applicable law.

If you continue to use the Services after a change to these Terms takes effect, you accept the revised Terms. If you do not accept the revised Terms, you must stop using the Services. Where the change materially adversely affects your rights, we will provide a reasonable opportunity to discontinue use without penalty for periods you have already paid for, where applicable.

Prior versions of these Terms are available on request from legal@luxara.ca.

19. General

• Entire agreement. These Terms, together with the Privacy Policy and any transaction agreements you sign with us, constitute the entire agreement between you and Luxara concerning the Services and supersede any prior agreement on the subject.
• Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be reformed to the minimum extent necessary to be valid and enforceable.
• No waiver. Our failure to enforce any right or provision will not be a waiver of that right or provision. A waiver is effective only if in writing and signed by an authorized representative.
• Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law.
• Force majeure. Neither party is responsible for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, pandemics, acts of war or terrorism, civil unrest, government action, labour disputes, internet or utility outages, or other circumstances of force majeure. This does not excuse payment obligations that have accrued.
• Headings. Section headings are for convenience only and do not affect interpretation.
• Language. The parties have requested that these Terms and all documents related to them be drafted in English. Les parties ont demandé que la présente convention et tous les documents s'y rattachant soient rédigés en anglais.
• Notices. Notices to Luxara must be sent to legal@luxara.ca. Notices to you may be sent to the email or postal address associated with your account or, if none, posted on the Site.

20. Contact us

Questions about these Terms can be directed to: