Terms of Service

SoftDeposits helps buyers of commercial real estate fund the earnest money deposit required by a purchase agreement. For a deal we approve, we form a new limited liability company for that deal alone. That company signs the purchase agreement as buyer, we fund the earnest money deposit into escrow with the title or escrow company named in the agreement, and you hold an option to acquire the company. The exact structure and terms for your deal are the ones we set out in writing and you accept in the portal.

SoftDeposits is not a bank, a lender, a mortgage broker, a loan broker, or an advisor, and nothing on the Service is an offer, commitment, or solicitation to extend credit. We do not make loans, and the deposit funding described here is not a loan to you. Nothing on the Service is legal, tax, accounting, or investment advice. Talk to your own professionals before you sign a purchase agreement or accept a funding offer.

Our ability to fund deposits is supported by a credit facility provided to our affiliated group by Hutton Capital Management. That facility is a funding source for us, not a relationship between you and Hutton Capital Management, and it does not make any deal more likely to be approved.

The Service is for businesses and individuals acting for a business or investment purchase. It is not for personal, family, or household use. To use it you must:

• be at least 18 years old and able to enter a binding contract;
• be buying, or be authorized to act for a company that is buying, commercial real estate in the United States;
• give us accurate and complete information about yourself, your company, and its owners;
• not be, or be owned or controlled by, a person on a U.S. government sanctions or restricted-party list, or located in or organized under the laws of a country or region subject to comprehensive U.S. sanctions; and
• not be barred from using the Service by any law or by an earlier decision of ours.

We may decline to work with anyone, or end an account, at our discretion, subject to what we have already agreed in writing for a funded deal.

You need an account to submit a deal, and you must confirm your email address. Keep your password private, consider turning on two-step verification in Settings, and tell us right away at the address below if you think someone else has used your account. You are responsible for activity under your login. Owners of 25% or more of the purchasing entity receive their own link to verify their identity; do not complete another person’s verification.

If you act for a company, you confirm that you have authority to bind it. The company is bound by what you submit and accept. Every owner we ask you to list may need to verify their identity before a deposit is funded.

Submitting a deal, receiving a quote, or getting an account does not mean we will fund your deposit. We review each deal and may approve it, change the terms, ask for more information, or decline it. If we decline, we will tell you through the portal or by email, and you may ask us for the main reasons.

A deposit is funded only when we confirm approval in writing through the portal or by email and you have accepted the terms for that deal. Timing targets on our site are goals, not promises. Delays in verification, documents, title company steps, or banking can move them.

A funded deposit remains subject to your purchase agreement. What happens to it if the deal closes, is extended, or does not close depends on that agreement and on the terms you accepted with us. Read both carefully.

You promise that everything you submit is true, complete, and not misleading, including the property, price, parties, closing date, purchase agreement, ownership, and identity information. You also promise that:

• you have the right to share the documents and personal information you upload, including information about other people;
• the purchase agreement you upload is the real and current agreement, and you will tell us promptly if it is amended, extended, terminated, or assigned; and
• you will use funded deposits only for the deal they were approved for.

If we learn that information was wrong or withheld, we may suspend or cancel an approval, to the extent the terms for your deal allow, and report suspected fraud to the authorities.

The term of a deal is the number of days set out in your deal documents. The fees for a deal are disclosed to you in your account and portal before you submit it, and are set out in the deal documents you agree to. Fees are fully earned and non-refundable once a deal is funded, except as the deal documents provide. If we approve an extension, any extension fee is disclosed in the portal before you accept the extension and is set out in the deal documents. We are not obligated to approve any extension. A term or extension cannot run past the date the deposit becomes non-refundable under your purchase contract. You are not charged for getting an account or submitting a deal.

Your fees, due dates and the terms of any extension are shown in the portal before you accept a deal. Any figure you hear from a third party is not a quote. The deal terms you accept in the portal control if they differ from a general description on the site. If the portal and the signed deal documents differ, the signed deal documents control.

By creating an account or submitting a deal, you agree that we may contact you about your account and deals by email and through the portal. Service messages include status updates, document requests, verification links, and notices required by law.

Phone calls and text messages are separate. If you give us a phone number, we may call you about your account and deals. We do not send text messages or make autodialed or prerecorded calls today. If we add them, we will ask for your express consent first, consent will not be a condition of getting an account or having a deal reviewed, and you will be able to opt out at any time (for texts, by replying STOP). We do not share your number with third parties for their own marketing.

Marketing emails, such as our newsletter, are sent only if you sign up for them, and each one has an unsubscribe link. Opting out of marketing does not stop service messages about an active account or deal.

If we record a call, we will tell you at the start of the call, before recording begins, and you can ask us not to record it. Our website chat is an automated assistant that gives general information only. It is not an offer, approval or advice. Anything specific is answered by our team. Messages you send through the portal are answered by our team and kept with your account.

You agree to do business with us electronically. Clicking an agree or accept button, typing your name, or signing with an e-signature tool is your signature and has the same effect as a handwritten one, to the fullest extent the law allows, including under the federal E-SIGN Act and the New York Electronic Signatures and Records Act.

To use electronic records you need a device with a current web browser, an internet connection, an email address you can access, and the ability to open and save PDF files. We will give you notices, agreements, and records in electronic form, and you can download and keep copies from the portal. You can ask us for a paper copy at no charge, and you can withdraw your consent to electronic records by emailing Jack@softdeposits.com. Withdrawing consent does not affect the validity of anything you signed before, but we may then be unable to continue serving you. Keep your email address current in Settings.

You agree that we may provide deal documents, notices, and disclosures to you electronically, and that your electronic signature (including through DocuSign) has the same effect as a handwritten signature. You can request a paper copy of any signed document by emailing Jack@softdeposits.com. You may withdraw this consent by email, but we may then be unable to continue a pending deal.

The Service works with other companies, and some steps happen on their systems under their own terms.

• Identity verification. We use Didit Identity, Inc. to verify the identity of buyers and owners. By starting a verification you agree that Didit may collect and use your information as described in Didit’s Privacy Policy and our Privacy Policy. Didit asks for a photo of your government ID, a selfie and a short liveness video, and reads the details on your ID, such as your legal name, date of birth, address, and ID number. We receive the result of the check and the related details Didit returns to us, and we use them only to verify identity, prevent fraud, and meet legal duties. We do not receive or store your bank account login, and we never ask for it. Our collection and use of biometric information is described in the Biometric Information section of our Privacy Policy and requires your separate consent in the verification step.
• Title and escrow companies. Deposits are paid to the title or escrow company named in your purchase agreement. We do not control those companies, their hours, or their procedures, and we are not responsible for their acts or mistakes.
• Sign-in, email, hosting, and data providers. We use services such as Google sign-in and cloud hosting and email providers to run the Service. They are listed in our Privacy Policy.

We do not endorse any third party, and we are not responsible for their websites or services. Your use of them is at your own risk.

You agree not to:

• give false, stolen, or misleading information, or pretend to be someone else;
• submit a deal you do not intend to pursue, or a deal that involves fraud, money laundering, sanctions evasion, or any other unlawful purpose;
• use the Service for personal, family, or household purchases;
• probe, scan, or test the security of the Service, or bypass any access control;
• use bots, scrapers, or automated tools to collect data from the Service, or overload it;
• upload malware or content that you do not have the right to share;
• copy, resell, or build a competing product from the Service or our materials; or
• interfere with anyone else’s use of the Service.

We may suspend or end access, refuse or cancel a deal, and report conduct to the authorities if we believe you broke these rules or the law.

The Service, including its text, design, logos, software, and the name SoftDeposits, belongs to us or our licensors and is protected by law. We give you a limited, personal, revocable right to use the Service for its intended purpose. We keep all other rights.

You keep ownership of what you submit. You give us a non-exclusive, worldwide license to use, store, and process it to run the Service, review your deal, meet legal duties, and improve how the Service works. Feedback you send us may be used without payment or credit.

Our Privacy Policy explains what personal information we collect and how we use it. It is part of these terms.

The Service is provided “as is” and “as available.” To the fullest extent the law allows, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not promise that the Service will be uninterrupted, secure, or free of errors, that quotes or estimates will be exact, or that any deal will be approved, funded, or closed.

Property and market information, estimates, and general content are for convenience only and may be out of date. Figures on the site, including deposit ranges and the size of our credit facility, describe the Service generally and are not a commitment to any person or any deal. Getting an account, submitting a deal, or receiving a response is not an offer or approval of credit, a loan, or funding.

To the fullest extent the law allows, SoftDeposits, its parent and affiliates, and their officers, employees, and agents will not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost deals, lost opportunities, or loss of data, arising from or related to the Service, even if we were told they were possible.

Our total liability for any claim related to the Service will not be more than the greater of the fees you paid us in the twelve months before the claim arose or one hundred U.S. dollars. Some places do not allow these limits, so they may apply to you only as far as the law permits. Nothing in these terms limits liability that cannot be limited by law.

Indemnity. You agree to defend, indemnify, and hold harmless H1 Capital LLC (which operates SoftDeposits), its affiliates, and their officers, directors, employees, and agents from claims, losses, and reasonable legal fees arising out of your breach of these terms, the information or documents you submit, your misuse of the Service, or your violation of law or of another person’s rights. This does not require you to indemnify us for our own fraud, gross negligence, or willful misconduct, or where the law does not allow it.

These terms and any dispute related to them or the Service are governed by the laws of the State of New York, without regard to its conflict of laws rules, and by applicable federal law.

Talk to us first. Write to Jack@softdeposits.com with a short description of the problem and what you want. We will try in good faith to resolve it within 30 days.

If that does not work, any dispute that remains will be settled by binding arbitration on an individual basis, administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will take place in New York, New York, unless we agree otherwise, and the arbitrator’s decision may be entered in any court that has jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this section.

Claims may be brought only on an individual basis, not as a plaintiff or class member in any class or representative action. Either side may bring an individual claim in small claims court, or ask a court in New York County, New York for an order to protect its intellectual property or confidential information. For any court matter, you and we consent to the courts in New York County, New York, and waive trial by jury to the extent the law allows. If the class and representative action waiver is found unenforceable for a claim, that claim will be decided by a court in New York County and not in arbitration.

You may close your account at any time by messaging us from the portal or emailing Jack@softdeposits.com. Closing an account does not end deal terms you have already accepted. We may change, pause, or end any part of the Service at any time. We may update these terms from time to time. When we make a material change, we will post the new version with a new effective date and, if you have an account, notify you by email or in the portal.

If you keep using the Service after a change takes effect, you accept the new terms. A deal already approved stays subject to the terms you accepted for it.

These terms, together with the Privacy Policy and the deal terms you accept in the portal, are the whole agreement between you and us about the Service. If a part of these terms is found unenforceable, the rest stays in effect. If we do not enforce a right, we have not given it up. You may not transfer your rights under these terms without our written consent; we may transfer ours to an affiliate or a successor. Sections that by their nature should continue after these terms end will continue.

If these terms conflict with the signed or accepted documents for a specific deal, those deal documents control for that deal. Nothing in these terms creates a partnership, joint venture, agency, or fiduciary relationship between you and us. We are not responsible for delays or failures caused by events outside our reasonable control, such as bank, title company, or payment-system outages, natural disasters, or government action. We may give you notices by email to the address on your account or in the portal; you may give us notices by email to Jack@softdeposits.com, with a copy by mail to H1 Capital LLC, 725 Fifth Avenue, 16th Floor, New York, NY 10022.

SoftDeposits is operated by H1 Capital LLC, 725 Fifth Avenue, 16th Floor, New York, NY 10022.

General and legal questions: Jack@softdeposits.com. Deals and account help: Deals@SoftDeposits.com.