terms AND CONDITIONS
1. Acceptance of Terms
These Terms and Conditions govern your access and use of http://inceptionreit.com, including any content, functionality, software, databases, and services offered on or through http://inceptionreit.com (collectively, the “Website”). In these Terms and Conditions, Inception REIT, Inc. is referred to as the "Company", “I-REIT”, “our”, "we" or “us”; and any guest or user is referred to as “you” or “your”.
You represent and warrant that if you are an individual, you are of legal age to form a binding contract, are authorized to act on behalf of any entity you represent, and that all registration information you submit is accurate, complete, and truthful. We may, in our sole discretion, refuse to offer the Website to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Website is revoked in such jurisdictions.
This Website or its contents are not a solicitation of an offer to sell or a solicitation of an offer to buy any security in any state or other jurisdiction to any person to whom it is unlawful to make such offer or solicitation.
2. Modification of Terms and Conditions
We reserve the right, in our sole discretion, to modify or replace any of the Terms and Conditions, or change, suspend, or discontinue any element of the Website (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Website or by sending you an email. We may also impose limits on certain features and services or restrict your access to parts or all of the Website without notice or liability.
It is your responsibility to check the Terms and Conditions periodically for changes. Your continued use of the Website following the posting of any changes to the Terms and Conditions constitutes acceptance of those changes.
3. Links to Third Party Sites
The Website may permit you to link to other websites or resources on the Internet (for example, our service providers such as Katipult), and other websites or resources may contain links to the Website. When you access third party websites, you do so at your own risk. These other websites are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by us or any association with the third party site’s operators. You further acknowledge and agree that we 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 such content, goods or services available on or through any such third party website or resource.
4. Acceptable Use
As a condition of use, you promise to use the Website only for a lawful purpose that is expressly permitted by the Terms and Conditions. You are responsible for all of your activity in connection with the Website. By way of example, and not as a limitation, you shall not (and shall not permit any third party to) use the Website in any manner that:
a. infringes any patent, trade-mark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
b. you know is false, misleading, untruthful or inaccurate;
c. violates any federal, state, local or international law or regulation;
d. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
e. constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam or chain letters;
f. contains or introduces any software viruses, trojan horses, logic bombs, worms, or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of I-REIT or any third party;
g. impersonates any person or entity, including any employee or representative of I-REIT;
h. attacks the Website via a denial-of-service attack or a distributed denial-of-service attack, or otherwise attempts to interfere with the proper working of the Website; or
i. would render all or any part of any investment made hereunder non-receiptable by the issuer under applicable law; nor shall you take any other action that causes any of the foregoing.
Additionally, you shall not: (i) take any action that imposes or may impose (as we determine in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website; (iii) bypass any measures we may use to prevent or restrict access to the Website (or other accounts, computer systems or networks connected to the Website); (iv) run Maillist, Listserv, any form of auto-responder or "spam" on the Website; or (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Website.
You shall not: (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Website, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Website, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.
You shall abide by all applicable local, state/provincial, national and international laws and regulations.
You may browse the Website and view its content without registering, but as a condition to using certain aspects of the Website, you may be required to register with I-REIT and select a password and screen name ("User ID"). All information you provide to us shall be accurate, complete, truthful and up to date, including without limitation information related to your registration. Failure to do so is a breach of the Terms and Conditions, which may result in immediate termination of your account.
You shall not (i) select or use as a User ID or domain a name of another person with the intent to impersonate that person; (ii) use as a User ID or domain a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a User ID or domain a name that is otherwise offensive, vulgar or obscene. We reserve the right to refuse registration of, or cancel a User ID and domain in our sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password. You shall not use another user's account. You will immediately notify us in writing of any unauthorized use of your account.
6. Intellectual Property Rights
The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by I-REIT, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
These Terms and Conditions permit you to use the Website for your personal use only, and only for purposes specifically provided for in the Website. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except for temporary storing copies of such materials in RAM incidental to your accessing and viewing those materials, storing files automatically cached by your Web browser for display enhancement purposes, and printing or downloading a copy of a reasonable number of pages of the Website for your own personal use and not for further resale, reproduction, publication or distribution.
You may not modify copies of any materials from this Website, or delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this Website. You must not access or use for any commercial purposes (other than to the extent expressly permitted on this Website) any part of the Website or any services or materials available through the Website.
I-REIT’s Company name, the Company logo, and all related names, logos, product and service names, designs and slogans are property of I-REIT or of its affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
The Website provides you with the ability upload information about you and other content. You represent and warrant that you have all necessary rights and licenses to submit and upload such information and content to the Website, and to make it available to I-REIT for the purposes set forth in the Website. You hereby grant to I-REIT the worldwide, non-exclusive, royalty-free, right to use, and host information and content that you submit in connection with this Website for all purposes set forth in this Website.
7. Copyright Infringement
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Website infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following: (i) your physical or electronic signature; (ii) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works; (iii) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (iv) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (v) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (vi) a statement that the information in the written notice is accurate; and (vii) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. You must comply with all of the requirements of Section 512(c)(3) of the DMCA for your DMCA Notice to be effective.
If you believe that material you posted on the Website was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a "Counter-Notice") by submitting written notification to our copyright agent designated below. Pursuant to the DMCA, the Counter-Notice must include substantially the following: (i) your physical or electronic signature; (ii) an identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled; (iii) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (iv) a statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (v) a statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.
Our designated copyright agent to receive DMCA Notices and DMCA Counter-Notices is: Eric Clarke, whose email address is firstname.lastname@example.org.
If you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, or if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
I-REIT may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate your account, you may do so by following the instructions on the Website. Any fees paid hereunder are non-refundable. All provisions of the Terms and Conditions which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
9. Warranty Disclaimer
You are responsible for backing up your data, and for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Website for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OR UPLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER I-REIT NOR ANY PERSON ASSOCIATED WITH I-REIT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER I-REIT NOR ANYONE ASSOCIATED WITH I-REIT REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
I-REIT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify and hold harmless I-REIT, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms and Conditions or your use of the Website, including, but not limited to, any use of the Website's content, services and products other than as expressly authorized in these Terms and Conditions.
11. Limitation of Liability
IN NO EVENT WILL I-REIT, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
12. Geographic Restriction
Use of this Website is limited to residents of the United States. If you or your use of this Website are subject to the laws of any non-United States jurisdiction, you use this Website at your own initiative and are responsible for compliance with local laws. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States.
13. Electronic Delivery/Notice Policy and Your Consent
You consent to receive from any communications from I-REIT (including notices, agreements, legally required disclosures or other information in connection with the Website; collectively, "Contract Notices") electronically. I-REIT may provide such electronic Contract Notices by posting them on this Website. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Website.
14. Governing Law
All matters relating to the Website and these Terms and Conditions, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Maryland without giving effect to any choice or conflict of law provision or rule.
15. Integration and Severability
The Terms and Conditions (including provisions incorporated by reference) are the entire agreement between you and I-REIT with respect to the Website and use of the Website, and supersede all prior or contemporaneous communications, agreements and representations (whether oral, written or electronic) between you and I-REIT with respect to the Website. If any provision of the Terms and Conditions is held in a final non-appealable ruling to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms and Conditions will otherwise remain in full force and effect and enforceable.
No waiver by us of any term or condition set forth in these Terms and Conditions shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.
If you have any dispute, claim, or controversy against the I-REIT, before proceeding to arbitration or any other means of dispute resolution, you must first provide us with written notice of the nature and basis of your claim and a statement of the specific relief you are seeking. You must send this written notice to us at 345 N Maple Dr, Ste 298, Beverly Hills, CA 90210 or to email@example.com. You and I-REIT agree to use good faith efforts to resolve the issue within 30 days. However, if you and we cannot resolve the matter within 30 days, either you or we may proceed to arbitration.
You and I-REIT agree that any dispute, claim, or controversy between you and I-REIT arising in connection with or relating in any way to these Terms and Conditions or your relationship with I-REIT as a purchaser or user of any product or service offered through the Site (whether based in contract, tort, statute, regulation, fraud, misrepresentation, or any other legal theory, and regardless of when any such claim may arise) will be determined by mandatory binding individual (not class) arbitration. You and I-REIT agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of this agreement to arbitrate disputes or to whether any claim or counterclaim is arbitrable.
Arbitration is more informal way of resolving disputes than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow these Terms and Conditions and (subject to these Terms and Conditions) can award the same damages and relief as a court, except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the specific parties to the arbitration.
However, this agreement to arbitrate will not apply to the following: (a) disputes that qualify for resolution in small claims court cases; (b) proceedings that involve efforts to obtain user-identifying information; (c) any action sought by federal, state, or local government agencies; or (d) any action requesting provisional or equitable (non-monetary) relief, including pre-arbitral preliminary injunctions (it being agreed that seeking such equitable relief shall not be deemed incompatible with this agreement to arbitrate, nor a waiver of the right to have claims or disputes submitted to arbitration). Any litigation described in clauses (b), (c) or (d) must be brought in a California State or United States Federal court located in Los Angeles, California, and you and we consent to personal jurisdiction of such courts and waive any objection regarding venue or inconvenient forum. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS.
The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms and Conditions, and will be administered by the AAA. The AAA Rules and forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them from us. You and I-REIT must mutually agree upon an arbitrator from the AAA’s panel of neutrals who shall be a retired state or federal court judge. The arbitrator is bound by the terms of these Terms and Conditions. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms and Conditions. Unless I-REIT and you agree otherwise, any arbitration hearings will take place in Los Angeles, California. The payment of all filing, administration and arbitrator fees will be governed by the AAA Rules; provided, that if you file an arbitration proceeding and you are required to pay a filing fee, I-REIT will reimburse you for that filing fee, unless your claim is for greater than $25,000, in which case you will be responsible for the filing fee. I-REIT will pay any other arbitration fees, including your share of arbitrator compensation, unless otherwise required by AAA rules or court order. Each party shall pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.
YOU AND I-REIT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and I-REIT agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If this paragraph regarding class or representative proceedings is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms and Conditions shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in California State or United States Federal courts in Los Angeles, California. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS.
17. Limitation on Time to File Claims
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
I-REIT shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond I-REIT’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference).
The Terms and Conditions are personal to you, and are not assignable or transferable by you except with our prior written consent. I-REIT may assign, transfer, subcontract, or delegate any of its rights and obligations hereunder without consent.
No agency, partnership, joint venture, or employment relationship is created as a result of the Terms and Conditions. Neither you nor I-REIT has any authority of any kind to bind or create liabilities for the other in any respect. I-REIT has no special relationship with or fiduciary duty to you.