These Terms and Conditions (“Terms”) govern your access to and use of medplex-eb5.com (the “Site”), operated by MedPlex – Fry Road NCE LLC, MedPlex – Fry Road Management LLC, and their affiliates (collectively, “MedPlex,” “we,” “us,” or “our”). By accessing the Site, you agree to these Terms. If you do not agree, do not use the Site.

1. No Offer or Solicitation

The information on this Site is for general informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any securities. Any offer is made solely through the official Confidential Private Placement Memorandum (“PPM”) and related subscription documents provided directly to qualified prospective investors.

2. Regulation D Rule 506(c) Offering

This offering is conducted pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933 and is available only to verified accredited investors as defined under Rule 501(a) of Regulation D. You may not invest unless you complete accredited investor verification to our satisfaction.

3. EB-5 Program Disclosures

The investment opportunity is offered through State Wide EB-5 Regional Center, LLC, a USCIS-designated regional center for the State of Texas (designated March 27, 2015). EB-5 investments involve substantial risk, including:

– Risk of partial or total loss of invested capital

– Risk that USCIS may deny I-526E petitions, I-829 petitions, or related immigration benefits

– Risk that job creation requirements may not be satisfied

– Construction, market, regulatory, and operational risks affecting the project

– Illiquidity and lack of a public market for the securities

No guarantee of immigration outcomes, return of capital, or investment returns is made or implied. Past performance does not guarantee future results.

4. Not Legal, Tax, Immigration, or Financial Advice

Nothing on the Site constitutes legal, tax, immigration, accounting, or financial advice. MedPlex – Fry Road NCE LLC and MedPlex – Fry Road Management LLC are not law firms and do not provide legal or immigration advice. You must consult independent qualified advisors, including immigration counsel and financial advisors, before making any investment decision.

5. Forward-Looking Statements

Statements on the Site regarding projected returns, job creation, construction timelines, market conditions, or any future events are forward-looking and based on current assumptions. Actual results may differ materially. These statements are not guarantees and should not be relied upon as such.

6. Eligibility

To use the Site or invest, you must be at least 18 years old, have the legal capacity to enter into binding agreements, and meet all applicable regulatory requirements including accredited investor status, KYC, and AML clearance. Citizens or residents of jurisdictions where the offering or use of the Site would be unlawful are not eligible.

7. Acceptable Use

You agree not to:

– Use the Site for any unlawful purpose

– Misrepresent your identity, financial status, or accredited investor status

– Submit false, misleading, or fraudulent information

– Attempt to gain unauthorized access to the Site, its servers, or related systems

– Interfere with the security, integrity, or performance of the Site

– Use automated tools to scrape, harvest, or collect data from the Site

– Reproduce, distribute, or create derivative works from Site content without written permission

8. Intellectual Property

All content on the Site, including text, graphics, logos, images, project renderings, financial summaries, and the MedPlex name and brand, is the property of MedPlex or its licensors and is protected by United States and international intellectual property laws. You may not use, copy, or distribute any content without our prior written consent, except for personal, non-commercial review of the offering.

9. Confidentiality of Offering Materials

Any PPM, subscription agreement, financial projection, or related offering material provided to you is confidential. You agree not to share, reproduce, or distribute these materials to any third party other than your professional advisors bound by confidentiality obligations.

10. Third-Party Links and Content

The Site may contain links to third-party websites or reference third-party content. We do not endorse, control, or assume responsibility for any third-party content, websites, or services.

11. Disclaimer of Warranties

The Site and all content are provided “as is” and “as available” without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or availability. We do not warrant that the Site will be uninterrupted, secure, or error-free.

12. Limitation of Liability

To the maximum extent permitted by law, MedPlex and its affiliates, officers, directors, employees, agents, and representatives shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of capital, loss of immigration benefits, loss of profits, loss of data, or loss of goodwill, arising from or related to your use of the Site or any investment decision. Our total aggregate liability for any claim arising from or related to the Site shall not exceed one hundred dollars (USD $100).

13. Indemnification

You agree to indemnify, defend, and hold harmless MedPlex and its affiliates, officers, directors, employees, agents, and representatives from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from your use of the Site, your breach of these Terms, or your violation of any law or third-party right.

14. Governing Law

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. The federal securities laws of the United States also apply to the offering and the rights of investors thereunder.

15. Dispute Resolution

Any dispute, claim, or controversy arising out of or related to these Terms or the Site shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall take place in Houston, Texas, and judgment on the award may be entered in any court of competent jurisdiction. You waive any right to participate in a class action or class arbitration. This section does not limit any non-waivable rights under applicable securities laws.

16. Severability

If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect.

17. Entire Agreement

These Terms, together with the Privacy Policy and any subscription documents you sign, constitute the entire agreement between you and MedPlex regarding your use of the Site.

18. Changes to These Terms

We may update these Terms from time to time. Material changes will be communicated through the Site. Continued use of the Site after changes are posted constitutes acceptance of the revised Terms.

14. Contact Us

For privacy questions or to exercise your rights, contact:

Email: mike.butte@z-companies.com

Phone: +1 (832) 724-9987