Wellrogo — Alternative Real Estate Funding, Investments & Lending Platform

[Effective Date:07/28/2026]

1. Acceptance of Terms

These Terms of Use ("Terms") form a binding agreement between you ("User," "you," or "your") and Wellrogo, a Business of AlignChnace Financial, LLC.  together with its affiliates and subsidiaries ("Wellrogo," "we," "us," or "our"), governing your access to and use of the website located at wellrogo.com, any related mobile applications, and all associated content, tools, and services (collectively, the "Platform").

By creating an account, submitting an application, browsing investment opportunities, or otherwise using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, you must not access or use the Platform.

You must be at least 18 years old and capable of forming a legally binding contract to use the Platform. If you use the Platform on behalf of an entity, you represent that you have authority to bind that entity to these Terms.

2. Description of the Platform

Wellrogo operates a technology platform that connects (a) borrowers seeking commercial and residential real estate-related financing with third-party and/or affiliated lenders ("Lending Services"), and (b) investors seeking exposure to real estate-backed investment opportunities, including debt and equity interests offered by Wellrogo or by issuers using the Platform ("Investment Services").

Wellrogo is a facilitator and technology provider. Depending on the specific offering:

• Wellrogo may act as an originator, arranger, or servicer of loans, working with a network of third-party lending partners;
• Wellrogo or an affiliated special-purpose issuer may act as the issuer of an investment offering, or Wellrogo may host offerings sponsored by unaffiliated third-party issuers;
• Wellrogo itself does not act as a bank and is not FDIC-insured; funds invested or borrowed through the Platform are not deposits and are not insured by any governmental agency.

Wellrogo does not guarantee the funding of any loan application, the success of any investment offering, or any specific investment return.

3. Eligibility and Account Registration

3.1 Eligibility

You represent and warrant that: (a) you are legally permitted to use the Platform under the laws of your jurisdiction of residence; (b) all registration information you submit is accurate, current, and complete; (c) you will maintain the accuracy of such information; and (d) you are not located in, or a resident of, any country or region subject to U.S. government embargo or sanctions, and you are not listed on any U.S. government list of prohibited or restricted parties.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us immediately at info@wellrogo.com of any unauthorized use of your account.

3.3 Identity Verification

To comply with applicable law, including anti-money laundering (AML), Know Your Customer (KYC), and, where applicable, accredited investor verification requirements, we may require you to submit identity documents, proof of address, tax identification information, and financial documentation. We may use third-party services to verify this information and may suspend or terminate your account if verification cannot be completed.

4. Investment Services and Securities Disclosures

4.1 Nature of Offerings

Investment opportunities presented on the Platform may be offered under different exemptions from registration under the U.S. Securities Act of 1933, as amended, and applicable state securities laws, including without limitation Regulation D, Regulation A, Regulation Crowdfunding, or other applicable exemptions, or may be registered offerings, as indicated in the specific offering materials for each opportunity.

Some offerings are available only to "accredited investors" as defined in Rule 501(a) of Regulation D, and you may be required to certify and provide supporting documentation of your accredited investor status before you can view detailed offering terms or investment. Other offerings may be open to non-accredited investors subject to investment limits and other conditions imposed by the applicable exemption and disclosed in the specific offering materials.

You agree to review the specific private placement memorandum, offering circular, subscription agreement, or other offering documents ("Offering Documents") applicable to each investment opportunity, which control over these Terms with respect to that specific investment. In the event of a conflict between these Terms and an offering's Offering Documents, the Offering Documents govern that offering.

4.2 No Investment, Legal, or Tax Advice

Nothing on the Platform constitutes investment, legal, accounting, or tax advice, or a recommendation or solicitation to buy or sell any security. Wellrogo is not a registered broker-dealer, investment adviser, or bank, unless expressly stated otherwise for a specific affiliate in the applicable Offering Documents. You are solely responsible for evaluating the merits and risks of any investment and should consult your own financial, legal, and tax advisors before investing.

4.3 Risk of Loss

Investing in real estate-related debt or equity involves significant risk, including risk of total loss of principal. Real estate investments are illiquid, may be difficult to value, and past performance is not indicative of future results. You should not invest funds you cannot afford to lose.

4.4 Suitability and Investment Limits

Where required by the applicable exemption, we will collect information necessary to assess investment limits (e.g., net worth or income-based limits for non-accredited investors under Regulation Crowdfunding) and rely on your representations in good faith. You are responsible for the accuracy of information you provide regarding your investor status and investment limits.

5. Lending Services and Borrower Terms

5.1 Loan Applications

Submitting a loan application through WellRogo Platform does not guarantee approval or funding. All loans are subject to underwriting, due diligence, and approval by Wellrogo and/or its third-party lending partners, in their sole discretion.

5.2 Loan Terms

The specific terms of any loan, including interest rate, fees, repayment schedule, and collateral requirements, will be set forth in a separate loan agreement or term sheet, which is a binding contract independent of these Terms. In the event of a conflict, the loan agreement controls with respect to that loan.

5.3 Third-Party Lenders

Where a loan is originated, funded, or serviced by a third-party lender, that lender — not Wellrogo — is the party extending credit, and its terms, disclosures (including any required Truth in Lending Act or state-law disclosures), and privacy practices apply to that transaction. Wellrogo is not responsible for the acts or omissions of third-party lenders.

5.4 Credit Checks and Reporting

By submitting a loan application, you authorize Wellrogo and/or its lending partners to obtain credit reports and other information about you from consumer reporting agencies and other sources, in accordance with the Fair Credit Reporting Act and applicable law.

6. Fees

Wellrogo may charge servicing fees, platform fees, or other charges in connection with the Lending Services or Investment Services, as disclosed prior to your commitment to a specific transaction. All fees are non-refundable except as required by law or expressly stated in the applicable transaction documents.

7. User Conduct

You agree not to:

• provide false, misleading, or fraudulent information in any application, verification, or transaction;
• use the Platform for money laundering, terrorist financing, or any unlawful purpose;
• attempt to gain unauthorized access to the Platform, other users' accounts, or Wellrogo's systems;
• interfere with or disrupt the integrity or performance of the Platform, including through malware, scraping, or automated data collection without authorization;
• reproduce, resell, or exploit any portion of the Platform without our express written consent;
• circumvent or attempt to circumvent identity verification, accreditation, or investment-limit checks.

8. Intellectual Property

All content on the Platform, including text, graphics, logos, software, and design (the "Content"), is owned by Wellrogo a Business of AlignChance Financial or its licensors and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purpose. You may not copy, modify, distribute, sell, or lease any part of the Platform or Content without our prior written consent.

9. Third-Party Links and Services

The Platform may contain links to, or integrate with, third-party websites, lenders, issuers, payment processors, identity verification providers, and other services. Wellrogo does not control and is not responsible for the content, accuracy, or practices of any third party. Your use of third-party services is governed by that third party's own terms and privacy policy.

10. Disclaimers

THE PLATFORM AND ALL CONTENT, INCLUDING ANY INVESTMENT OPPORTUNITIES OR LOAN OFFERS, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. WELLROGO DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OFFERING MATERIALS, BORROWER INFORMATION, OR THIRD-PARTY CONTENT PROVIDED THROUGH THE PLATFORM.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, WELLROGO AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR INVESTMENT PRINCIPAL, ARISING OUT OF OR RELATING TO YOUR USE OF THE PLATFORM OR ANY TRANSACTION FACILITATED THROUGH IT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WELLROGO'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO WELLROGO IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

12. Indemnification

You agree to indemnify, defend, and hold harmless Wellrogo and its officers, directors, employees, and affiliates 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 Platform; (b) your breach of these Terms; (c) any false or misleading information you provide; or (d) your violation of any applicable law or the rights of a third party.

13. Dispute Resolution and Arbitration

The arbitration clause below is a significant legal provision that affects your right to sue in court and to participate in a class action. Enforceability and required carve-outs (e.g., for securities claims, small claims court) vary by state and by the nature of the offering.

Any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in [Seattle, Washington] or remotely, before a single arbitrator. Judgment on the arbitration award may be entered in any court of competent jurisdiction. YOU AND WELLROGO EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. Notwithstanding the foregoing, either party may bring an individual action in small claims court, and either party may seek injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

14. Governing Law

These Terms are governed by the laws of the State of Washington, without regard to its conflict-of-laws principles, except to the extent superseded by applicable U.S. federal securities or lending law, or by mandatory consumer-protection laws of your jurisdiction of residence that cannot be waived by contract.

15. Termination

We may suspend or terminate your account or access to the Platform at any time, with or without notice, including if we believe you have violated these Terms, applicable law, or pose a risk to Wellrogo or other users. You may close your account at any time by contacting us, subject to completion of any pending transactions and applicable regulatory record-retention requirements.

16. Changes to These Terms

We may modify these Terms from time to time. We will post the updated Terms on the Platform and update the "Effective Date" above. Material changes will be notified to registered users via email or an in-Platform notice. Your continued use of the Platform after changes take effect constitutes acceptance of the revised Terms.

17. Miscellaneous

These Terms, together with the Privacy Policy and any transaction-specific documents, constitute the entire agreement between you and Wellrogo regarding the Platform. If any provision is held unenforceable, the remaining provisions remain in full effect. Our failure to enforce any provision is not a waiver of that provision. You may not assign these Terms without our written consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets.

18. Contact Us

Questions about these Terms may be directed to:

Wellrogo

Email: info@wellrogo.com