Terms

These Terms & Conditions (the “Terms”) govern your access to and use of the website located at lockealliance.com and any related pages, content, forms, and services (collectively, the “Site”), operated by Asteroid Property Management, Inc. d/b/a Locke Alliance (“Locke Alliance,” “we,” “us,” or “our”). Please read these Terms carefully. They require most disputes to be brought in the state or federal courts located in Travis County, Texas and within one year (see Sections 14 and 15), and they limit our liability to you (see Sections 11 and 12).

1. Acceptance of the Terms

By accessing or using the Site, submitting information through the Site, or otherwise indicating your assent (for example, by clicking “I agree” or a similar control), you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, do not access or use the Site.

If you are using the Site on behalf of a company or other legal entity, you represent that you are authorized to bind that entity to these Terms, and “you” refers to both you individually and that entity.

2. Eligibility

You must be at least 18 years old and able to form a legally binding contract to use the Site. The Site is intended for business and professional users, including property management companies and their principals, evaluating a potential relationship with Locke Alliance. By using the Site, you represent and warrant that you meet these requirements and that all information you provide is accurate and current.

3. The Locke Alliance Platform

Locke Alliance operates an alliance platform that consolidates independent property management companies to centralize operations, reduce costs, provide access to growth capital, and offer shared technology and support, while allowing members to retain their own brand identity. The Site provides general information about Locke Alliance and this platform and allows prospective members to learn more and contact us.

Information on the Site is provided for general informational purposes only, is subject to change without notice, and does not create any partnership, membership, joint venture, agency, or other relationship between you and Locke Alliance. Any actual relationship, membership, financing, or transaction will be governed solely by separate definitive written agreements signed by the parties.

4. No Offer of Securities; No Investment or Financial Advice

The Site describes Locke Alliance’s platform, including references to growth capital, financing secured by management contracts, and equity opportunities. Nothing on the Site constitutes, or should be construed as, an offer to sell, or a solicitation of an offer to buy, any security, membership interest, loan, or other financial instrument, nor an offer to provide financing, in any jurisdiction where such offer or solicitation would be unlawful.

Any offer, sale, financing, or investment will be made only pursuant to definitive written agreements and applicable disclosure documents, and only to persons and in jurisdictions where lawful. Nothing on the Site is, or should be relied upon as, investment, legal, tax, accounting, or financial advice. You should consult your own professional advisors before making any decision based on information found on the Site. Any forward-looking statements, projections, or descriptions of potential benefits are illustrative only, are not guarantees of any outcome, and involve risks and uncertainties.

5. Registration and Account Security

Certain features of the Site may require you to submit contact details or register for an account. You agree to provide accurate, complete, and current information and to keep it updated. You are responsible for safeguarding any credentials associated with your use of the Site and for all activity that occurs under them. Notify us promptly at hello@lockealliance.com of any unauthorized use or suspected security breach. We are not liable for any loss arising from your failure to protect your credentials.

6. Acceptable Use

You agree not to, and not to permit any third party to:

• use the Site for any unlawful purpose or in violation of these Terms or any applicable law or regulation;

• submit false, misleading, or fraudulent information, or impersonate any person or entity;

• attempt to gain unauthorized access to, interfere with, disrupt, or damage the Site, its servers, or any connected systems or networks;

• introduce any virus, malware, or other harmful code, or use any robot, scraper, or automated means to access or collect data from the Site except as permitted by our published instructions (such as robots.txt);

• reverse engineer, decompile, or disassemble any part of the Site, except to the extent such restriction is prohibited by applicable law;

• copy, reproduce, republish, sell, or exploit any portion of the Site or its content without our prior written consent; or

• use the Site in any manner that could disable, overburden, or impair it, or interfere with any other party’s use of the Site.

We may investigate and take appropriate action against anyone who, in our sole discretion, violates this Section, including removing content, suspending or terminating access, and reporting to law enforcement.

7. User Submissions and Feedback

Any information, materials, or content you submit through the Site (other than your Confidential Information governed by Section 9) that is not personal data governed by our Privacy Policy is your responsibility, and you represent that you have the right to submit it. If you send us suggestions, ideas, or feedback about the Site or our platform (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that Feedback for any purpose without obligation or compensation to you.

8. Intellectual Property

The Site and its content, including text, graphics, logos, trademarks, service marks, images, software, and design, are owned by or licensed to Locke Alliance and are protected by intellectual property laws. The “Locke Alliance” name and logo are trademarks of Locke Alliance and its affiliates. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for your internal, non-commercial evaluation purposes, subject to these Terms. No other right or license is granted, and all rights not expressly granted are reserved.

9. Confidentiality

In connection with your use of the Site and any discussions, submissions, diligence materials, or business arrangements you enter into, or contemplate entering into, with Locke Alliance (the “Purpose”), you and Locke Alliance may each disclose or receive Confidential Information. This Section is mutual and applies equally to you and to Locke Alliance: each is a “party” and, together, the “parties,” and each acts both as the party disclosing Confidential Information (the “Disclosing Party”) and as the party receiving it (the “Receiving Party”).

9.1 Confidential Information.

“Confidential Information” means any and all information that is disclosed or otherwise made available by one party to the other, including, but not limited to, the existence, nature, terms, and/or conditions of the Purpose, technical platforms, portals, intellectual property, processes, specifications, designs, plans, drawings, software, data, internal processes, prototypes, customer and supplier lists and information (including any personally identifiable information), business plans or methodologies, financial statements or information, and/or other business and/or technical information, as well as any and all copies and derivatives containing such Confidential Information. Confidential Information may be in any form or medium, tangible or intangible, and may be communicated in writing, orally, or through visual observation, and shall be deemed Confidential Information of the Disclosing Party even if not so marked or identified, unless it is the subject of one of the exceptions in Section 9.2.

9.2 Exclusions.

Confidential Information does not include any information that:

• has become generally available to the public, other than through any action or inaction of the Receiving Party in violation of these Terms;

• was available to the Receiving Party on a non-confidential basis prior to its disclosure hereunder from a source other than the Disclosing Party that was not, to the Receiving Party’s knowledge (after due inquiry), subject to any duty or agreement to keep such information confidential;

• becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party that is not, to the Receiving Party’s knowledge (after due inquiry), subject to any duty or agreement to keep such information confidential; and/or

• was independently developed by or on behalf of the Receiving Party without reference to or use of any Confidential Information.

9.3 Obligations of the Receiving Party.

The Receiving Party shall:

• use the Disclosing Party’s Confidential Information only in connection with the Purpose;

• hold the Disclosing Party’s Confidential Information in confidence using the same degree of care as it normally exercises to protect its own Confidential Information, but not less than reasonable care, taking into account the nature of the Disclosing Party’s Confidential Information;

• grant access to the Disclosing Party’s Confidential Information only to its officers, directors, employees, investors, agents, consultants, contractors, attorneys, accountants, and other advisors who have a need to know such information for the Purpose and who are bound by confidentiality obligations no less protective than those set forth herein (such parties, “Representatives”);

• cause its Representatives to comply with the provisions of this Section applicable to the Receiving Party;

• reproduce the Disclosing Party’s Confidential Information only to the extent necessary and/or appropriate in connection with the Purpose; and

• not disclose the Disclosing Party’s Confidential Information to third parties, other than its Representatives.

For the avoidance of doubt, the Receiving Party is responsible for any breach or threatened breach of this Section caused by the action or inaction of any of its Representatives.

9.4 Return or Destruction.

Upon the Disclosing Party’s request, the Receiving Party shall, as promptly as practicable, at its option, either (a) return to the Disclosing Party all media containing the Disclosing Party’s Confidential Information or (b) destroy all media containing the Disclosing Party’s Confidential Information and certify such destruction to the Disclosing Party; provided, however, that (i) an archival copy of the Disclosing Party’s Confidential Information may be retained by the Receiving Party for purposes of complying with these Terms and/or applicable law and (ii) the Receiving Party shall not be required to delete any electronic back-up tapes.

9.5 No License or Transfer of Rights.

Nothing in this Section is intended to grant any rights to either party under any patent, mask work right, copyright, trade secret, or other intellectual property right of the other party, nor shall this Section grant any party any rights in or to the other party’s Confidential Information; all such Confidential Information shall remain the sole and exclusive property of the Disclosing Party.

9.6 No Obligation to Proceed.

Each party acknowledges that this Section does not obligate either party to enter into any further agreement or to proceed, participate, or continue to participate in the Purpose or any other transaction, or to refrain from entering into an agreement with any other party.

9.7 Assignment of Confidentiality Obligations.

Neither party may assign its rights or obligations under this Section without the prior written consent of the other party, except that either party may assign them, without consent, to an affiliate or in connection with a merger, consolidation, corporate reorganization, or sale of all or substantially all of its assets or the business to which this Section relates. This Section shall be binding upon and inure to the benefit of the permitted assigns and successors of each party.

9.8 Compelled Disclosure; No Reverse Engineering.

If the Receiving Party is required or compelled in a judicial, administrative, or governmental proceeding to disclose any of the Disclosing Party’s Confidential Information, it may do so, provided that it shall provide the Disclosing Party in advance with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate relief, and the Receiving Party shall reasonably cooperate and provide such assistance as the Disclosing Party may reasonably request so as to allow the Disclosing Party an opportunity to take appropriate protective measures. In such case, the Receiving Party may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose. Neither party shall reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody the other party’s Confidential Information and that are provided under this Section.

9.9 No Waiver.

No failure or delay by any party in exercising any right under this Section shall operate as a waiver of such right or any other right under this Section.

9.10 Term.

Each party’s obligations with respect to the Confidential Information of the other party shall expire on the two-year anniversary of the date on which the relevant Confidential Information is first disclosed; provided, however, that any such obligations with respect to Confidential Information that constitutes trade secret(s) shall not expire until such time as such trade secret(s) become generally available to the public through no action or inaction of the Receiving Party in violation of these Terms.

9.11 Equitable Relief; Governing Law.

Each party acknowledges that a breach or threatened breach of this Section may cause the Disclosing Party irreparable harm for which monetary damages would be an inadequate remedy, and that the Disclosing Party is entitled to seek injunctive and other equitable relief for any such breach, without the necessity of posting a bond, in addition to any other remedy available at law or in equity. The governing law, dispute resolution, venue, and severability provisions applicable to this Section are set forth in Sections 14, 15, and 18 of these Terms.

9.12 Entire Understanding; Precedence.

This Section constitutes the entire understanding of the parties with respect to Confidential Information and supersedes any and all previous agreements and understandings among the parties regarding that subject matter, whether written or oral. In the event of any conflict between this Section and the terms of any additional confidentiality requirements imposed by an offering memorandum, web-based database, or similar repository of Confidential Information to which the Receiving Party and/or its Representatives are granted access in connection with the evaluation, negotiation, or consummation of the Purpose, the terms of this Section shall supersede, govern, and control, notwithstanding the acceptance of an offering memorandum, submission of an electronic signature, “clicking” on an “I Agree” icon, or other indication of assent to such additional confidentiality requirements. Where you and Locke Alliance have signed, or later sign, a separate written non-disclosure agreement covering the same subject matter, that signed agreement shall control to the extent of any conflict with this Section.

10. Third-Party Links and Services

The Site may contain links to third-party websites or services that we do not own or control. We provide these links for convenience only and are not responsible for the content, policies, or practices of any third party. Your use of any third-party website or service is at your own risk and subject to that third party’s terms.

11. Disclaimers

THE SITE AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, LOCKE ALLIANCE DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY INFORMATION ON THE SITE IS ACCURATE, COMPLETE, OR CURRENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL LOCKE ALLIANCE OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE WILL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNTS YOU PAID TO US, IF ANY, IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (II) ONE HUNDRED U.S. DOLLARS (US$100). THESE LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

13. Indemnification

You agree to indemnify, defend, and hold harmless Locke Alliance and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with (a) your access to or use of the Site, (b) your violation of these Terms, (c) your violation of any applicable law or the rights of any third party, or (d) any information you submit through the Site. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

14. Dispute Resolution; Time to Bring Claims

14.1 Informal Resolution.

Before filing any claim, you agree to first contact us at hello@lockealliance.com and provide a written description of the dispute and your contact information, and to attempt in good faith to resolve the dispute informally for at least thirty (30) days.

14.2 Judicial Resolution.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Site that is not resolved informally will be brought and resolved exclusively in the state or federal courts located in Travis County, Texas, as set forth in Section 15. Each party may also seek injunctive or other equitable relief in those courts to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or the breach of the confidentiality obligations in Section 9, without the necessity of posting a bond.

14.3 Time to Bring Claims.

Any claim arising out of or relating to these Terms or the Site must be filed within one (1) year after the claim first accrued; otherwise, the claim is permanently barred, except where a longer period is required by applicable law.

15. Governing Law and Venue

These Terms and any dispute arising out of or relating to them or the Site are governed by the laws of the State of Texas, excluding its conflict-of-laws rules. You and Locke Alliance consent to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas, for all disputes arising out of or relating to these Terms or the Site, and waive any objection to such venue.

16. Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the “Last updated” date at the top of this page and, where required or appropriate, provide additional notice. Changes are effective when posted. Your continued use of the Site after changes become effective constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Site.

17. Term and Termination

These Terms remain in effect while you use the Site. We may suspend or terminate your access to the Site at any time, with or without notice, for any reason, including if we believe you have violated these Terms. Upon termination, the rights granted to you will cease, but any provisions that by their nature should survive — including Sections 4, 7, 8, 9, 11, 12, 13, 14, 15, and 18 — will survive.

18. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy and any definitive written agreements between you and Locke Alliance, constitute the entire agreement between you and Locke Alliance regarding the Site and supersede any prior agreements on that subject.

Severability. If any provision of these Terms is held to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

Waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction. These Terms bind and inure to the benefit of the parties’ permitted successors and assigns.

Force Majeure. We are not liable for any failure or delay in performance resulting from causes beyond our reasonable control.

Notices. We may provide notices to you by posting on the Site or by email. You may provide notices to us at the contact details in Section 19.

Relationship. Nothing in these Terms creates any partnership, joint venture, employment, or agency relationship between you and Locke Alliance.

19. Contact Us

Questions about these Terms, or notices under them, may be directed to:

Asteroid Property Management, Inc. d/b/a Locke Alliance
816 Congress Ave, Suite 700
Austin, TX 78701
Email: hello@lockealliance.com