INTRODUCTION
Thank you for visiting the BSH website, owned and operated by Blue Sphere Holdings Corporation. Please read these Terms of Use of this website (the “Agreement” or “Terms”) carefully before using our website. This Terms of Use sets forth a legally binding agreement, including the terms and conditions for your use of our website, all other domains and sites owned and operated by BSH and/or its affiliates (collectively, the “Site”) and all services offered by or through the Site. By accessing, browsing or using the Site in any manner, including, but not limited to, visiting or browsing the Site or contributing content, information, or other materials or services to the Site, you agree to be bound by this Agreement, the Privacy Policy (as amended from time to time and posted in the Site), and all policies and procedures that may be published by us 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 us from time to time without notice to you. If you access the Site, you will be deemed to have understood and accepted these Terms of Use.
Your use of the Site is governed by the then current Terms in effect on the date of such use. BSH may, at its sole discretion, modify and replace the 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 will be deemed to have accepted and will be legally bound to the updated Terms at the time of each use of the Site, whether or not you have reviewed such updated Terms. It is your responsibility to review the Terms to familiarize yourself with any updates. The resolution of any dispute that arises between you and BSH concerning your use of the Site will be governed by the Terms in effect at the time of your use of the Site and the events giving rise to the dispute. BSH 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 BSH and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance.
These Terms are in addition to any other agreements between you and BSH, 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. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with BSH or its subsidiaries or affiliates.
This Agreement applies to all users of the Site, including investment sponsors, investment managers, current and prospective investors, consultants of prospective or future investors, and visitors to the Site, who in any way use the Site. Nothing in these Terms shall be deemed to confer rights on Users or third parties.
AUTHORIZED USER
Anyone is permitted to access and view the public areas of our Site. However, the use of our Site for investment or any other purposes is intended only for those individuals who are at least 18 years old (and at least the legal age in your jurisdiction) acting in an individual capacity or who are legally authorized and acting on behalf of a legally and validly formed entity, who has provided to us personal information and/or created a profile and whose access has been authorized by us, but not suspended or removed (an “Authorized User”). By entering the Site through a user ID and password, you represent that you are the individual to whom the user ID and password have been authorized, you have not transferred to, or permitted access to the Site using your user ID and password by, any other person and your profile and other information provided in or through the Site is current, accurate, truthful and complete. Nevertheless, BSH may, in its sole discretion, refuse to permit access to the Site to any person. Access to the Site is not available to any user who has been suspended or removed from the Site. By accessing the Site, including entering a user ID and password, you represent that you are an Authorized User.
The password protected areas of our Site are available only to Authorized Users. We will confirm authorized access only to a person who is able to represent to us that he, she and/or the entity on whose behalf the individual user is legally authorized to represent, is an Accredited Investor as defined in Regulation D, Rule 501, adopted under the Securities Act of 1933, as amended (“Accredited Investor”). In order to confirm you as an Authorized User, we may first require that you complete an interview process and/or profile, including representations that you are an Accredited Investor and our completion of a background and credit information screening and/or identification and/or verification of your representations. We may also require you to provide to us tax returns, brokerage statements, bank statements, resumes and other private financial information deemed necessary by us to establish or verify your status as an Accredited Investor. Should you fail to provide to us requested information and/or documentation necessary to confirm and/or verify your status as an Accredited Investor, or we determine the information you have provided is not materially accurate or complete, we may delay, suspend, block or otherwise discontinue your status as an Authorized User. We may change our eligibility criteria at any time, for any reason, whether or not required by applicable law and without prior notice. In that event, we may delay, suspend, block or otherwise discontinue your access to the Site unless and until you have provided to us sufficient information and documentation necessary to demonstrate your meeting such changed eligibility criteria.
As part of the user authorization process, we require that you provide, among other things, a valid email address to which communications may be directed to. In providing your email address, you are consenting the use of electronic communications, including personally identifying and financial information, to the designated email address for all legal, notice and other purposes to you personally, and you acknowledge and agree that BSH bears no responsibility or liability for the failure of security, intrusions or other access to your designated email address.
INVESTMENT OPPORTUNITIES
Investment opportunities displayed in this Site are intended only for those authorized Accredited Investors who are capable of understanding and financially bearing the economic and investment risks. By using the Site, you represent that you have significant experience investing in investments of the type offered through the Site, including, without limitation, real estate, equities, notes and other securities, you understand that the investments offered through the Site are inherently very risky, you understand the risks associated with the investment, that there will be no market and you may be unable to sell, liquidate or transfer the investment for an indefinite period of time, and you are able to accept the risk of losing your entire investment. If you are using the Site on behalf of an entity, you represent and warrant that you are authorized to make and accept these Terms on such entity’s behalf, and you and such entity agree to indemnify us for losses or damages arising out any claim of your not having appropriate authority, misstatements or for violations of this Agreement.
The information provided as to any particular investment opportunity should not be relied on and BSH does not guarantee the performance of any investment opportunity presented and cannot reliably predict future events which can have a significate or catastrophic impact on your investment, including of expected performance and/or internal rates of return, for any investment offered through the Site. Investors must rely on their own examination of each investment opportunity, are expected to engage in their own due diligence and are accorded the opportunity to ask questions and receive answers to their satisfaction before making an investment.
The value of any investment and the income generated, if any, could fall as well as rise. Past performance is not a guarantee of future performance. The contents of this Site do not constitute investment, financial, legal, or tax advice. Investors are solely responsible for conducting their own due diligence review and consulting with such experts as he or she deems necessary and appropriate, including as to investment, financial, legal and tax matters. You acknowledge and agree that BSH is not a broker-dealer and member of the Financial Industry Regulatory Authority, and the investment opportunities displayed on the Site are not managed by a registered investment adviser and are not registered under the Investment Company Act of 1940. By investing through the Site you will not receive any of the protections afforded by such registrations and/or memberships. Investments offered through the Site are not guaranteed by any person, are not FDIC insured and you could lose your entire investment amount.
NO SOLICITATION, RECOMMENDATION OR ADVICE
None of the information contained in the Site constitutes a recommendation, solicitation or offer to buy or sell any securities, options or other financial instruments or other assets or the provision of investment advice. The information contained in the Site has been prepared without reference to any particular user’s investment requirements or financial situation. The Site is not intended for use by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations or where BSH is not authorized to provide such use. Some investment opportunities described on the Site may not be available in all jurisdictions or to all users.
You acknowledge that you are not relying on BSH or any of its affiliates, officers, directors, partners, agents or employees in making an investment decision. BSH does not endorse any investments and shall not be responsible in any way for any transactions you enter into with other users. You agree that BSH and its affiliates, officers, directors, partners, agents or employees will not be liable for, and you will indemnify such parties against, any losses or damages arising out of or incurred as a result of any interactions between you and other users.
Contains forward Looking Statements
BSH is including the following cautionary statement to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, BSH. Forward-looking statements include statements concerning plans, objectives, goals, projections, strategies, future events or performance, and underlying assumptions and other statements which are other than statements of historical facts. All such subsequent forward-looking statements, whether written or oral and whether made by or on behalf of BSH, are also expressly qualified by these cautionary statements. Certain statements contained herein, including, without limitation, those that are identified by the use of the words "anticipates," "estimates," "expects," "forecasts," "intends," "plans," "predicts," "projects," "believes," "seeks," "will," "may" and similar expressions, are "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. BSH’s expectations, beliefs and projections are expressed in good faith and are believed by BSH to have a reasonable basis, but there can be no assurance that management's expectations, beliefs or projections will result or be achieved or accomplished.
UNAUTHORIZED USE
Unauthorized use of the Site, including, but not limited to, unauthorized entry into our 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 operations of the Site or interfere with any other party’s use and enjoyment of the Site. 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 and may be required to indemnify for any losses or damages incurred by BSH or authorized users due to any unauthorized use of your user ID and Password.
You further agree that you are responsible for any unauthorized use of your user ID and Password that is made before you have notified us and we have had a reasonable opportunity to act on that notice. BSH reserves the right at its discretion to suspend or cancel your account and/or password, even without receiving such notice from you, if we suspect that it is being used in an unauthorized or fraudulent manner.
You are solely responsible for maintaining the confidentiality of your authorized access to the Site and you agree to promptly report any unauthorized or suspicious activity to us by email us
PROHIBITED ACTIVITIES
You agree that you are responsible for your own conduct while using the Site and for any consequences thereof. You agree to use the Site only for purposes that are legal, proper and in accordance with this Agreement, the BSH Privacy Policy, which is included in the Site, and any applicable laws, rules or regulations (including without limitation to the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, any applicable state “Blue Sky” laws, any other applicable United States federal or state securities laws, regulations and rules, any securities exchange or self-regulatory organization’s rules or regulations, any consumer protection, unfair competition, and anti-discrimination laws or regulations and any applicable foreign laws). By way of example, and not as a limitation, you agree to not take any action that is listed below:
ACCOUNT INFORMATION
If you create an account and become a registered user of the Site, you agree to (i) provide accurate, current and complete information about you as may be prompted at registration (“Account Information”); (ii) maintain the security of your password and identification; (iii) maintain and promptly update your Account Information, and any other information that you provide to BSH, to keep it accurate, current and complete; and (iv) accept all risks of unauthorized access to your personal and investment information and any other information you provide to BSH.
PROPRIETARY RIGHTS
The Site contains proprietary property/content of BSH (such as logos, copyrights, trademarks, technology, processes, etc.) (“BSH Proprietary Property”) which may be protected by copyright, trademark, patent, trade secret and other laws. BSH owns and retains all rights in and to the BSH Proprietary Property. BSH hereby grants you a limited, revocable, non-transferable license to review and/or utilize the BSH Proprietary Property solely for your use in connection with using the Site for the purposes authorized by these Terms. Except as explicitly permitted herein or unless you have received express, prior written permission, from BSH, you do not have the right to use the BSH Proprietary Property for any commercial use or to receive any monetary or other compensation in connection with the BSH Proprietary Property. Except as expressly provided by this Agreement, your use of BSH Proprietary Property is strictly prohibited.
The Site may contain proprietary property/content provided by one or more third parties, such as logos, copyrights, trademarks, etc. (“Third Party Proprietary Property”). BSH hereby grants you a limited, revocable, non-transferable license to review and/or utilize the Third Party Proprietary Property solely for your use in connection with using the Site for the purposes authorized by these Terms. You do not have the right to use the Third Party Proprietary Property for any commercial use or to receive any monetary or other compensation in connection with the Third Party Proprietary Property. Except as expressly provided by this Agreement, your use of the Third Party Proprietary Property is strictly prohibited.
Unless expressly permitted by these Terms or in the Site, you may not copy, modify, edit, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any BSH Proprietary Property, any Third Party Proprietary Property or any other content appearing on or through the Site. You acknowledge that BSH is not responsible for, does not control and makes no representation or warranty regarding the reliability, accuracy, usefulness, safety, legitimacy or quality of any content. BSH does not endorse any content on the Site or any statement, opinion, suggestion or advice contained therein, and BSH expressly disclaims any and all liability in connection therewith. You agree that you will bear any and all risk of reliance on the accuracy, validity or legitimacy of any content on the Site. You further understand and agree that in the course of your use of the Site, you may be exposed to content on the Site that is illegal, inaccurate, offensive, indecent or objectionable and you hereby waive, any legal or equitable rights or remedies you have or may have against BSH with respect thereto.
USER CONTENT
The Site may allow you and other users to submit, post, transmit and share content, which may include, without limitation, personal and representative profiles and information sheets on certain private companies or other issuers, streaming feeds articles, documents, brochures, presentations, pictures, images, audiovisual works, other information materials and any user comments or other unedited or third party content submitted by you and other users on or through the Site (collectively, “User Content”). With respect to such User Content submitted by you or any other person, you represent, warrant and affirm as follows:
COPYRIGHT POLICY
BSH does not permit infringement of intellectual property rights on the Site and BSH will remove copyright infringing activities or related User Content if BSH 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 us as soon as possible by sending an email to contact@BSHRealEstate.com, or by contacting BSH Agent (listed below), with the following information pursuant to the Digital Millennium Copyright Act (“DMCA”) (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information): (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Site, sufficient for BSH us to locate the material; (iv) your contact information, including your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Pursuant to Section 512(c)(2) of the DMCA, BSH designates the following agent to receive notifications of claimed infringement:
infringement@bluesphereholdings.us
For the avoidance of doubt, only DMCA notices should go to our Designated Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid. We reserve the right to remove User Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, BSH will terminate a user’s account if the user is determined to be a repeat infringer.
The Site may allow you to correspond or otherwise interact with other users who may provide you with investments, investment information, advice, services and/or events, or provide you with other information about various companies or organizations. You acknowledge that such other users are not affiliated with or controlled by BSH or its affiliates, and BSH cannot influence the investments, information, advice or services provided by them. Your correspondence or interaction with other users is solely between you and such other users. You agree that BSH and its affiliates will not be responsible or liable for any loss or damage of any sort incurred as the result of any interactions between you and other users. Furthermore, if you provide any investments, information, advice or services to other users through the Site, you acknowledge that you are not affiliated with, or controlled or influenced in any way by, BSH or its affiliates.
If you have a dispute with one or more users, you irrevocably and forever release BSH (and BSH’s affiliates, officers, investors, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. 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 or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
THIRD PARTY CONTENT
The Site may contain content from and links to third party websites or content that is not owned or controlled by BSH (collectively, “Third Party Content”). BSH does not control, endorse, investigate or adopt any Third Party Content, and assumes no responsibility for any Third Party Content, or the accuracy, availability, privacy policies, or practices of such content. In addition, BSH will not and cannot censor or edit such Third Party Content and makes no representations or warranties of any kind regarding the Third Party Content, including with respect to accuracy or completeness. By using the Site, YOU EXPRESSLY RELIEVE BSH FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY CONTENT. Accordingly, we encourage you to be aware when you leave the Site and to read the terms and conditions and privacy policy of every other website that you visit. Users use such Third Party Content at their own risk.
USE OF LINKS
The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under BSH’s control, and you acknowledge that BSH is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources, even if linked in some way to the Site. The inclusion of any such link does not imply an affiliation, sponsorship, or endorsement by BSH or any association with its operators. You further acknowledge and agree that BSH 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 such website or resource. You should also be aware that the terms and conditions and privacy policy of such sites may be different from those applicable to your use of the Site.
ACCOUNT TERMINATION
BSH reserves the right – without cause or notice to you – to terminate or suspend your access to some or all of the Site, effectively immediately, if you engage in activities that we conclude, in our discretion, breach these Terms or our Privacy Policy or for any other reason. Users should also understand that the Terms and Privacy Policy are based in many instances on principles of state and federal law. Users who violate these Terms and our Privacy Policy may be exposed under these state and federal laws to criminal charges, and civil liability to harmed parties for compensatory damages, attorney’s fees, and other sanctions. BSH reserves the right at all times to disclose information it deems necessary to satisfy any applicable law, regulation, legal process, or governmental request.
BSH reserves the right to decide whether User Content violates these Terms for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length. BSH may at any time, without prior notice and in its sole discretion, remove such User Content and/or terminate or suspend a user’s account for submitting such material in violation of these Terms our Privacy Policy or for any other reason. Additionally, if BSH determines, in our discretion, that it is necessary, we will disable or take other related action concerning accounts that in our view are using excessive bandwidth or other system resources. Upon any termination or expiration of your account and/or your access to the Site, whether by you or us, BSH may remove and discard all or any part of any User Content uploaded by you and such User Content may no longer be accessible by you. BSH will have no obligation to maintain any such information in its databases or to forward any such information to you or any third party.
Account termination 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 contacting BSH customer service at support@BlueSphereHoldings.us or by deleting your account and discontinuing your use of the Site. Any fees paid to us are non-refundable, unless otherwise specified and you shall remain obligated to pay all outstanding charges, if any, relating to your use of the Site prior to such termination. All provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
MODIFICATION OF AGREEMENT
BSH reserves the right, in its sole and absolute discretion and without any prior notice to you, to modify, correct or replace any of these Terms, or change, suspend, or discontinue the Site (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. This Agreement may not be orally amended. BSH may also impose limits on certain features and services or restrict your access to all or a part of the Site without notice or liability. It is your responsibility to check these Terms periodically for changes. Your continued use of the Site following the posting of any changes to the Terms constitutes your acceptance of those changes.
FEES AND PAYMENTS
BSH may now or in the future charge fees for the use of the Site or certain features thereof. You agree to pay to BSH all applicable fees for use of the Site or for investment or purchases made on or through the Site, at the then-current rates (including any applicable taxes). Unless otherwise communicated to you by BSH in writing, all fees and charges are nonrefundable. BSH may change its fees at any time. In the event of any change in fees, BSH may post a notice on the Site or send you a notice via email in advance of such change.
BSH will bill all applicable fee and charges through the payment method specified by you (e.g. a credit card or electronic funds transfer). If you pay any applicable fees with a credit card, BSH may seek pre-authorization of your credit card account to verify that the credit card is valid and has the necessary funds or credit available. You authorize such credit card account to pay any amounts described herein, and authorize BSH to charge all sums described herein to such credit card account. You agree to provide BSH updated information regarding your credit card upon BSH’s request and any time the earlier provided information is no longer valid.
WARRANTY DISCLAIMER
YOU AGREE THAT YOUR USE OF THE SITE AND ANY INVESTMENTS, CONTENT, PRODUCTS, SERVICES, OR FEATURES MADE IN CONJUNCTION WITH OR THROUGH THE SITE SHALL BE AT YOUR SOLE RISK AND UNLESS OTHERWISE EXPRESSLY STATED BY BSH, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, BSH, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE 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.
BSH HAS NO CONTROL OVER AND NO DUTY TO TAKE ANY ACTION REGARDING AND MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY:
BSH DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY OR ANY HYPERLINKED SERVICES AND BSH WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
BSH AND ITS AFFILIATES HAVE NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU AND WITHOUT LIMITING THE FOREGOING, MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE MERITS AND RISKS OF ANY INVESTMENTS MADE BY OR THROUGH THE SITE. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
BSH IS NOT RESPONSIBLE FOR VERIFYING THAT ANY INVESTOR OR USER IS AN ACCREDITED INVESTOR BEYOND REVIEWING INFORMATION SUBMITTED DIRECTLY TO BSH. BSH DOES NOT RECOMMEND ANY INVESTMENT OPPORTUNITIES SPECIFICALLY TO OR FOR ANY USER OR ENDORSE THEIR SUITABILITY FOR INVESTMENT BY ANY SPECIFIC USER.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
LIMITATION OF LIABILITY
IN NO EVENT SHALL BSH, ITS OFFICERS, INVESTORS, DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, CONTENT PROVIDERS OR AGENTS, BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SITE OR YOUR USE OF THE SITE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES.
THE FOREGOING LIMITATION 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 BSH AND RECEIVED THROUGH THE SITE OR ANY LINKED SITES.
IN NO EVENT WILL BSH OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, OR THIRD-PARTY PARTNERS’ OR SUPPLIERS’ LIABILITY TO YOU FOR DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, YOUR USE OF THE SITE OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESS TO OR USE OF THE SITE OR ANY PART THEREOF, OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, BSH’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
INDEMNIFICATION
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless BSH, its affiliates, officers, investors, 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, or any content thereon; (ii) your violation of any of the Terms or BSH’s Privacy Policy (iii) infringement by you or any third party using your access identification to the Site, 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 this Agreement and your use of the Site. BSH 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 us in asserting any available defenses.
INTERNATIONAL USE
Accessing the Site is prohibited from territories where the Site or any content thereon is illegal. If you access the Site from other locations, you do so at your own initiative and are responsible for compliance with local laws.
GOVERNING LAW; ARBITRATION
This Agreement (and any further rules, policies, or guidelines incorporated by reference) shall be governed by and construed and enforced in accordance with the laws of the State of Florida as they apply to agreements entered into and to be performed entirely within Florida between Florida residents, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. By your agreement to the Terms and your use of the Site, you agree to submit to personal jurisdiction in Duval County Florida for all purposes, and you agree to waive, to the maximum extent permitted by law, any right to a trial by jury for any matter.
Unless otherwise agreed in writing by you and BSH, any dispute arising out of or relating to the Terms, or any breach thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or such arbitration body as required by law, rule or regulation, and final judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the English language before a single arbitrator in Florida. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Judgment on any award entered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either BSH or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.
Any cause of action arising out of or related to the Site, and all products and services offered via the Site must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. You acknowledge and agree that you may bring claims against BSH only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
ELECTRONIC DELIVERY AND NOTICE POLICY
By using the Site, you consent to receive from BSH, or any of its affiliates, officers, directors, partners, agents, or employees, all communications, including notices, agreements, legally required disclosures, or other information in connection with the Site or investment offerings made available to you via the Site (collectively, “Notice Information”) electronically. BSH may provide the electronic Notice Information by posting it on the Site or sending the Notice Information to the email address you provided to us during the account registration process. If you desire to withdraw your consent to receive Notice Information electronically, you must discontinue your use of the Site. Except as explicitly stated otherwise, legal notices will be served, with respect to BSH and the Site to: LegalNotice@BlueSphereHoldings.us
Electronic Communication Privacy Act Notice (18usc 2701-2711): BSH makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. BSH 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 BSH’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Site.
MISCELLANEOUS TERMS
These Terms of Service together with the Privacy Policy and any other legal notices published by BSH on the website, shall constitute the entire agreement between you and BSH concerning the Site and your use thereof, and supersedes all prior or contemporaneous communications, agreements and understandings between BSH and you with respect to the subject matter hereof. To the extent these Terms conflict with the terms of our Privacy Policy, these Terms will control. These Terms shall not be assignable by you, either in whole or in part. BSH reserves the right to assign its rights and obligations under these Terms without restriction. The failure of BSH 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 BSH. The section titles in these Terms and in 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.
Location Selection: On every project sponsored by BSH, we look to become involved in excellent real estate locations “dirt”(location, location, location). Quality “dirt” underpins the future demand for the asset and therefore its future investment quality. A location can be good “dirt” and not being utilized to produce the highest return. Conversely, a location can be considered inferior if it’s being put to a non-optimal use; once this imbalance is corrected, it can become great or excellent “dirt”. BSH seeks
to find these situations in which we can correct this imbalance and create value for its partners.
Financial Analysis: Due Diligence is a critical stage in the acquisition process; professionals are brought in to assist on various phases of this process. Through investigation of the physical structure, environmental conditions, zoning allowances, deferred maintenance and capital component age/life remaining are each vital evaluations. Financial evaluation and to arrange the proper debt structure as well as amount of debt is just as important. A complete understanding of the current income and expenses as well as expected future income and expenses are the cornerstone of financial modeling. It is this modeling which aims to predict the future success of the project if acquired.
Implementation: Once the acquisition occurs the real work begins. Systems and personnel need to be applied for the disciplines of Property Management, Leasing, Asset Management and Accounting. Compile vendors for routine maintenance or needed physical repairs. An experienced team handles these functions seamlessly in doing so establishes a solid relationship foundation with tenants for responsive management going forward.
Long Term Operators: *** This is where BSH strategy differs from many others. Having the right long term operator is possibly the most critical factor in an investments success. This long view allows BSH to make decisions which are best to maximize cashflow for the long-term rather than a view from a 2-3 year prism. Very few short-term real estate investments in today’s market are available without an abnormal amount of investment risk. Having high quality well respected Long Term Operators is one of the most essential elements in any decision involving wealth accumulation.
Develop an Exit Strategy: There are times when a market is such that it just makes sense to divest - especially in peaking markets. Determining market rewards and penalty’s as well as financing options are key to analyzing if the time is near or at hand to sell or refinance. Developing an exit strategy can help insure successful outcomes for all partners.
