TERMS OF USE

INTRODUCTION

Welcome to the Equiton website, owned and operated by Equiton Partners US Inc (“Equiton” or the “Company”).  Please read these Terms of Service (the “Terms”) carefully before using the services offered by Equiton. These Terms sets forth the legally binding terms and conditions for your use of the website at equiton.com/us/, all other sites owned and operated by Equiton that redirect to equiton.com/us/, and all subdomains (collectively, the “Site”), and the services provided by the Company (the “Services”). By accessing, visiting, browsing, or contributing to the Site, you agree to be bound by these Terms, the Privacy Policy, and all other operating rules, policies and procedures that may be published by Equiton from time to time on the Site (collectively, the “Published Information”), each of which is incorporated by reference and each of which may be updated by Equiton from time to time without notice to you. In order to access the Site and utilize any of the Services, you must accept these Terms, the Privacy Policy and any Published Information.

Your use of the Site and Services is governed by the then current version of these Terms in effect on the date of such use. Equiton may, at its sole discretion, modify and replace these Terms at any time and without prior notice to you by posting the updated Terms on the Site. By using and accessing the Site, you acknowledge and agree to review the then-current version of the Terms prior to each such use. Your continued use of the Site after any modifications to the Terms have been published on the Site, or otherwise provided to you, constitutes your acknowledgement of, and binding agreement to, the then-current Terms. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Equiton will be governed by the Terms in effect at the time of the events giving rise to such dispute. Equiton further reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the Site at any time and for any reason. You agree that Equiton and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.

Please also note that these Terms are in addition to any other agreements between you and Equiton, including any customer, account or marketing agreements, and any other agreements that govern your use of products, services, content, tools, and information available on the Site.  These terms do not alter in any way the terms or conditions of any other agreement you may have with Equiton, or its subsidiaries or affiliates, for the Service or otherwise. If you do not agree to all of these Terms, Equiton’s Privacy Policy and/or any Published Information, you are not eligible to participate in Equiton’s Services or otherwise use this Site.

USER REQUIREMENTS

The Services are available only to individuals who are at least 18 years old (and at least the legal age in the jurisdiction of such user’s domicile). You represent and warrant that if you are an individual, you are at least 18 years old and of legal age in your jurisdiction to form a binding contract, and that all registration information you submit is accurate and truthful. Equiton may, in its sole discretion, refuse to offer the Services to any person or entity. The Services are not available to any users suspended or removed from the Site or Services by Equiton. By accessing the Site and/or using the Services, you represent that you have not been previously suspended or removed from the Site or Services.

UNAUTHORIZED USE/PROHIBITED ACTIVITIES

Unauthorized use of the Site and/or the Services, including, but not limited to, unauthorized entry into Equiton’s systems, the misuse or sharing of passwords or misuse of any other information, is strictly prohibited. You may not use the Site in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services. You agree that you will not engage in any activities related to the Site that are contrary to applicable laws or regulations. You may be liable for any losses incurred by Equiton or others due to any unauthorized use of your account.

You agree that you are responsible for your own conduct while using the Site or Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms, the Equiton Privacy Policy, any Published Information, and any applicable law, rules or regulations. By way of example, and not as a limitation, you agree to not take any action that is listed below:

• Infringes Rights. You agree not to upload, post, email, transmit, submit, or otherwise make available through the Site or Services any material or content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content. You further agree to not take any action that infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract, including removing any copyright, trademark or other proprietary rights notices contained in or on the Site or Services.
• Distribution without Consent. You agree not to distribute in any medium any part of the Site or Services or any content available thereon without Equiton’s prior written authorization. The only exceptions are where Equiton makes available the means for such distribution through functionality offered by the Site.
• Alterations or Modifications. You agree not to alter or modify any part of the Site or Services.
• Submitting False, Defamatory or Harassing Information. You agree not to upload, post, email, transmit or submit or otherwise make available through the Site or Services any inappropriate, defamatory, infringing, obscene, false, misleading, inaccurate, harassing, threatening or unlawful material or content or imply that such content is sponsored or endorsed by Equiton, any of its affiliates or any third parties. You further agree not to take any action that would defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Unlawful Purposes. You agree not to use the Site or Services for any illegal or unauthorized purpose (including, without limitation, in violation of any United States federal and state securities or blue sky laws or regulations, securities exchange or self-regulatory organization’s rules or regulations, consumer protection, unfair competition, and anti-discrimination laws or regulations or equivalent laws or regulations in foreign jurisdictions).
• Non-Public Areas. You agree not to access, tamper with, or use non-public areas of the Site or Services or any other computer systems or networks connected to the Site or Services.
• Breach of Security Measures. You agree not to breach any of Equiton’s security or authentication measures.
• Unauthorized Access or Contact. You agree not to gain unauthorized access to the Site, Services, any other Equiton website or service, or the computer systems or networks connected to the Services through hacking, password mining or any other means. You further agree not to contact any party or user other than as allowed through the Site or Services.
• Generate Artificial Traffic. You agree not to use the Services to artificially generate traffic or page links to a website or for any other purpose not expressly allowed under these Terms.
• Disabling Security Features. You agree not to circumvent, disable or otherwise interfere with security-related features of the Services or any other computer systems or networks connected to the Services. You also agree not to circumvent, disable or otherwise interfere with features that prevent or restrict use or copying of any material or content or enforce Services or content use limitations.
• Impersonation. You agree not to impersonate any person or entity, including any employee or representative of Equiton, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the Equiton or source of any materials.
• Other. You agree not to: (i) use the Services or take any action that imposes or may impose (as determined by Equiton in its sole discretion) an unreasonable or disproportionately large load on Equiton’s or its third-party providers’ infrastructure or that could damage, disable, overburden, or impair the Services, or interfere with any other party’s use and enjoyment of the Services; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass any measures Equiton may use to prevent or restrict access to the Services (or other accounts, computer systems, or networks connected to the Services); (iv) run Maillist, Listserv, or any form of auto-responder or “spam” on the Services; (v) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or collect information about its users for any unauthorized purpose; or (vi) transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.

PROPRIETARY RIGHTS

All content on the Site, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “Site Content”), are Equiton’s proprietary property with all rights reserved.  No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Equiton’s prior written consent, except that, if you are eligible for use of the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Site Content solely for your personal use, provided that you keep such portions confidential and all copyright or other proprietary notices intact.  You may not republish Site Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited.  Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited and will terminate the license granted herein.  Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes.  Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.  Equiton may revoke this license at any time without notice and with or without cause.

USER CONTENT

The Services may allow you and other users to submit, post, transmit and share content with other users.  You are solely responsible for any such content (which may include photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content) that you upload, publish, provide or display (hereinafter, “post”) on or through the Services or the Site, or transmit to or share with other users (collectively, the “User Content”).  It is against these Terms to contact sponsoring real estate operating companies or borrowers directly or to attempt to enter into any transactions with such persons or entities outside of the Service.  You understand and agree that Equiton may, but is not obligated to, review and delete or remove (without notice) any User Content in Equiton’s sole discretion, including without limitation, User Content that in Equiton’s sole judgment violates these Terms, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.

By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant Equiton an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing.  You may remove your User Content from the Site at any time.  If you choose to remove your User Content, the license granted above will not expire.

You acknowledge and agree that Equiton may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Equiton, its Users and the public.  You understand that the technical processing and transmission of the Services, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

COPYRIGHT POLICY/COPYRIGHT COMPLAINTS

Equiton does not permit infringement of intellectual property rights on the Site or Services, and Equiton will remove copyright infringing activities or related User Content if Equiton is properly notified that such User Content infringes on another’s intellectual property rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or that any material on the Site violates these Terms or your intellectual property rights, please notify Equiton by sending an email to inquiries@equiton.com, or by sending written notification of such infringement to Equiton Partners US Inc, 325 North St. Paul Street, Dallas, TX 75201, with the following information pursuant to the Digital Millennium Copyright Act (“DMCA”): (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Equiton to locate the material; (iv) information reasonably sufficient to permit Equiton to contact you, such as an address, telephone number and, if available, an electronic mail address at which you may be contacted; (v) a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES

Because Equiton offers its Services on this Site and on the Internet, it is necessary for you to consent to transact business with Equiton online and electronically.  Before you decide to do business electronically with Equiton, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions; and hardware capable of running this software.

You also expressly consent to receiving messages, including emails (including SMS/text messages), and substantially similar messages widely distributed on telephone answering or voicemail systems from Equiton, Equiton’s affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers).  Your cellular or mobile telephone provider will charge you according to the type of plan you carry.  If you are accessing the Site and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process.  These applications can be found for most mobile devices in the device’s respective “app store.”  If you do not have these capabilities on your mobile device, please access the Site through a device that provides these capabilities.

Electronic Communication Privacy Act Notice (18 U.S.C. §§2701-2711): Equiton makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. Equiton will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on Equiton’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Services.

MODIFICATION

Equiton reserves the right, in its sole and absolute discretion and without any prior notice to you, to modify, correct or replace any of the terms of these Terms of Service, or change, suspend, or discontinue the Site or the Services (including without limitation, the availability of any feature, database or content) at any time. Such modification shall become a part of these Terms and is automatically effective once posted on the Site. These Terms may not be orally amended. Equiton may also impose limits on certain features and services or restrict your access to all or a part of the Site or Services without notice or liability. It is your responsibility to check these Terms periodically for changes. Your continued use of the Services following the posting of any changes to the Terms of Service constitutes your acceptance of those changes.

LINKED SITES

The Site may contain links to third party websites (“Linked Sites”).  Linked Sites are provided only as a convenience, and when you access Linked Sites, you do so at your own risk. Linked Sites are not under Equiton’s control, and you acknowledge that Equiton is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any Linked Site on the Site does not imply an affiliation, sponsorship, or endorsement by Equiton or any association with its operators. You further acknowledge and agree that Equiton shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any information, goods or services available on or through any Linked Site or resource. You should also be aware that the terms and conditions and privacy policy of each Linked Site may be different from these Terms applicable to the Site and Services.

TERMINATION

Equiton may terminate your access to all or any part of the Site and Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your account.  If you wish to terminate your account, you may do so by following the instructions on the Site.  All provisions of these Terms shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

LIMITATION OF LIABILITY

EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAWS, IN NO EVENT WILL EQUITON OR ANY OF ITS DIRECTORS, OFFICERS, EQUITYHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICES OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAW OR OTHER LAWS, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM EQUITON OF ITS DIRECTORS, OFFICERS, EQUITYHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES, REGARDLESS OF THE CAUSE OF ACTION.

THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THIS LIMITATION OF LIABILITY ALSO APPLIES WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY LINKED SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN EQUITON AND RECEIVED THROUGH THE SERVICES OR ANY LINKED SITES.

CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

DISCLAIMERS

You agree that your use of the site and services and any content, products, services, or features made in conjunction with or through the services shall be at your sole risk and unless otherwise expressly stated by Equiton, are provided “as is” and “as available”. To the fullest extent permitted by law, Equiton, its officers, directors, employees, and agents disclaim all warranties, express or implied, in connection with the site and the services and your use thereof, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement of proprietary rights, compliance with united states federal and state securities or blue sky laws or regulations, securities exchange or self-regulatory organization’s rules or regulations, and equivalent laws or regulations in foreign jurisdictions, correctness, accuracy and reliability.

Equiton does not guarantee the accuracy of any User Content or third party content.  Equiton does not control and is not responsible for what users post on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or third party content.  We are not responsible for the conduct, whether online or offline, of any user of the Site or Services.  

The Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons.  Equiton assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications.  Equiton is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof, including injury or damage to users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Internet and/or in connection with the Site or the Services.  Under no circumstances will Equiton be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone’s use of the Site or the Services, any User Content or third party content posted on or through the Site or the Services or transmitted to users, or any interactions between users of the Site, whether online or offline.

INDEMNIFICATION

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Equiton, its affiliates, officers, directors, employees, contractors, suppliers, representatives and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debts, and expenses (including but not limited to attorney’s fees) arising from or relating to: (i) your use or misuse of and access to the Site, Services, or any content thereon; (ii) your violation of any of these Terms of Service, Equiton’s Privacy Policy, or any Published Information; (iii) infringement by you or any third party using your account of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your User Content caused damage to a third party.

This defense and indemnification obligation will survive these Terms and your use of the Service. Equiton reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defenses.

If you are a California resident, you waive California Civil Code Section 1542, which says:  ”A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”  If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.  In addition, you hereby release any claims you may have against Equiton and any employee, officer, director or affiliate of Equiton that are in anyway related to your use of the Site or Services, including any referrals you may receive from Equiton as a result of your registration.  You are solely responsible for your use of the Site or Services, for any content you provide, and for any consequences thereof, including the use of your content by other users and third parties.

GOVERNING LAW

This Policy and any disputes arising out of or related to it are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. You agree to the exclusive jurisdiction of the state and federal courts located in Delaware.

OTHER

These Terms, together with Equiton’s Privacy Policy, Published Information, and any other legal notices published by Equiton on the Site, shall constitute the entire agreement between you and Equiton concerning the Services and supersedes all prior or contemporaneous communications, agreements and understandings between Equiton and you with respect to the subject matter hereof. To the extent these Terms conflict with the terms of Equiton’s Privacy Policy or the Published Information, these Terms will control. These Terms shall not be assignable by you, either in whole or in part. Equiton reserves the right to assign its rights and obligations under these Terms without restriction. The failure of Equiton to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of such right or provision may only become effective upon written agreement signed by a duly authorized representative of Equiton. The section titles in these Terms and the Privacy Policy are for convenience only and have no legal or contractual effect. If for any reason any provision of these Terms, or a portion thereof, shall be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect. If any provision of the Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from the Terms and will not affect the validity and enforceability of any remaining provisions. A printed version of these Terms shall be admissible in judicial or administrative proceedings.