BRE reserves the right, in its sole discretion, without any obligation and without any notice requirement, to suspend and/or deny access to the Site for any reason. BRE may discontinue or change any securities offered and any other product or service described in or offered on the Site at any time.BRE may modify any of the terms and conditions of this Agreement, or any policy or guideline of the Site, at any time at its sole discretion. Any modifications will be posted on this page and will be effective immediately, so we suggest you review this page on a regular basis. Your continued use of the Site after any modification will mean that you agree to this Agreement as modified. If you do not agree to any amended terms, do not use the Site.
YOU MAY NOT USE THE SITE IF YOU ARE UNDER 18 OR IF YOU ARE NOT AN ACCREDITED INVESTOR. ANY REGISTRATION, USE OF, OR ACCESS TO THE SITE BY ANYONE UNDER 18 OR WHO IS NOT AN ACCREDITED INVESTOR IS UNAUTHORIZED, UNLICENSED AND IN VIOLATION OF THIS AGREEMENT.
By using the Site, you also agree to be bound by BRE’s Confidentiality Agreement email@example.com. Please read the Confidentiality Agreement carefully so you understand your obligations to maintain the confidentiality of information provided to you as a User of the Site.
Investor Qualifications and Verification of Accredited Investor Status
The Site is available only to potential investors who are at least 18 years old. Investments offered through the Site are only available to “Accredited Investors” as defined by SEC Regulation D Rule 501(a). Generally, an Accredited Investor fits into one of the following categories, although there are several more that apply to trusts and various institutional investors.
Individual Accreditation. The Investor, if an individual, has a net worth in excess of $1,000,000 (excluding the value of his or her primary residence) and/or has an individual income in each of the two most recent years in excess of $200,000.00 (or joint income with the Investor’s spouse of $300,000) and has a reasonable expectation of reaching the same level of income (or joint income with spouse) in the current year.
Entity Accreditation. The Investor, if an entity, has a net worth in excess of $5,000,000 and was not formed for the purposes of acquiring the Interest. Alternatively, if the Investor does not meet the requirements of the preceding sentence, each of its equity owners is an Accredited Investor. The person signing any Subscription Agreement on behalf of such entity must be duly authorized by such entity to do so.
Investors must satisfy BRE that they are Accredited Investors in a manner acceptable to BRE. This may require a letter from the Investor’s attorney, CPA, Certified Financial Planer, Investment Advisor, bank officer or the like.
The following defined terms are used throughout the remainder of this Agreement:
- “Code” means the Internal Revenue Code of 1986, as amended.
- “Content” means all text, images, marks, logos and other content contained on the Site, including, without limitation, all text, graphics, pictures, information, data, code, software, music, sound files, other files, and materials.
- “ERISA” means the Employee Retirement Security Act of 1974, as amended.
- “Interest” means a membership interest in a limited liability company, limited partnership interest in a limited partnership, or similar equity ownership interest in an Investment Entity.
- “Investment Entity” means an entity (usually a limited liability company or limited partnership) that is offering securities on the Site.
- “Manager” means the manager, managing member, general partner, or other person that is responsible for the management and control of an Investment Entity.
- “Member” means a member of a limited liability company or limited partner of a limited partnership that is an Investment Entity.
- “Plan” means any employee benefit plan (including a “Keogh” plan or an individual retirement account) that is subject to the fiduciary responsibility and prohibited transaction provisions of ERISA or the Code.
- “Securities Act” means the Securities Act of 1933, as amended.
- “Site Content” means the selection and arrangement of Content on the Site.
- “Site Offered Security” and “Site Offered Securities” means securities offered and sold by Investment Entities on the Site.
Certain other terms are defined within this Agreement.
Securities Law Notices
SECURITIES LISTED ON THIS SITE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES ACT AND ARE BEING OFFERED AND SOLD PURSUANT TO APPLICABLE EXEMPTIONS UNDER SUCH ACTS. ACCORDINGLY, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE INVESTMENT ENTITY OF AN OPINION OF COUNSEL SATISFACTORY TO THE MANAGER OF THE INVESTMENT ENTITY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE MANAGER OF THE INVESTMENT ENTITY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE MANAGER TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. ADDITIONALLY, THE TRANSFER OF ANY SECURITIES OFFERED ON THIS SITE WILL BE SUBJECT TO CERTAIN RESTRICTIONS THAT ARE SET FORTH IN THE OPERATING AGREEMENT OR LIMITED PARTNERSHIP AGREEMENT OF THE ENTITY OFFERING AND SELLING THE SECURITIES.
ADDITIONALLY, THE SITE USER/INVESTOR RECOGNIZES THAT HE/SHE HAS NO RIGHT TO REQUIRE THE INVESTMENT ENTITY OR THE MANAGER OF THE INVESTMENT ENTITY TO REGISTER THE INTEREST UNDER THE SECURITIES ACT OR RELEVANT STATE SECURITIES LAWS. THE INVESTOR FURTHER UNDERSTANDS THAT THE TRANSFER OF THE INTEREST WILL BE SUBSTANTIALLY RESTRICTED BY APPLICABLE SECURITIES LAWS AND BY THE ABSENCE OF A TRADING MARKET THEREFOR, AND THE TRANSFER OF THE INTEREST IS ADDITIONALLY RESTRICTED BY THE TERMS OF THE ENTITY’S AGREEMENT, THAT NO TRADING MARKET FOR THE INTEREST EXISTS AND NONE IS EXPECTED TO DEVELOP, AND THAT ANY SALE OR OTHER DISPOSITION OF THE INTEREST MAY RESULT IN UNFAVORABLE TAX CONSEQUENCES. THE INVESTOR ACKNOWLEDGES THAT THE RESTRICTIONS ON THE TRANSFERABILITY OF THE INTEREST ARE SUBSTANTIAL AND MAY REQUIRE THE INVESTOR TO HOLD THE INTEREST INDEFINITELY. THE INVESTOR HEREBY REPRESENTS AND WARRANTS THAT THE INVESTOR HAS ADEQUATE MEANS OF PROVIDING FOR THE INVESTOR’S CURRENT NEEDS AND POSSIBLE PERSONAL CONTINGENCIES AND HAS NO NEED FOR LIQUIDITY OF THE INTEREST. THE INVESTOR HEREBY ACKNOWLEDGES AND AGREES THAT THE INVESTMENT ENTITY MAY PLACE A LEGEND DENOTING THESE RESTRICTIONS ON ANY CERTIFICATES TO BE ISSUED EVIDENCING THE INTEREST.
Accordingly, postings on this Site are only suitable for Investors who are familiar with and willing to accept the high risk associated with private investments in securities. Securities sold through private placements are not publicly traded and therefore are less liquid. Additionally, restricted interests generally will be subject to holding period requirements. Investing in private placements requires high risk tolerance, low liquidity concerns and long term commitments. Investors must be able to afford to lose their entire investment.
The value of investments and the income from them can fall as well as rise. Past performance of investments by BRE is not a guarantee of future performance. The contents of this Site do not constitute financial, legal or tax advice and BRE does not provide such advice. Investors are responsible for conducting any legal, financial, accounting, tax or due diligence review of any listed offerings. You should obtain legal, investment, and tax advice from your advisers before deciding to invest. Investment products are not FDIC insured, may lose some or all of their value, and there is no bank guarantee.
The offering documents for Site Offered Securities as provided on the Site may contain forward-looking statements containing the words “believes,” “anticipates,” “expects” and words of similar import regarding the Manager’s plans and objectives for the future. Such forward-looking statements are estimates by the Manager, are not guaranteed figures and are materially dependent upon assumptions involving known and unknown risks, uncertainties and other factors that may cause the Investment Entity’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements and projections. Any such variance may be material and may be adverse to the Investment Entity and the Members of such Investment Entity. Given these uncertainties, prospective Investors are cautioned not to place undue reliance on such forward-looking statements and projections. BRE disclaims any obligation to update any such factors or to announce the result of any revisions to any of the forward looking statements or projections contained on the Site to reflect future events or developments.
An investment in any of the Investment Entities offered on the Site will involve a number of significant risk factors, including those relating to the structure and the investment objectives of the Investment Entity. In addition to the other information contained in a Confidential Offering Memorandum posted on the Site, prospective Investors should consider carefully the following factors before making an investment in any Investment Entity.
Risks Related to the Business
In General. Real estate investments are subject to varying degrees of risk. Where an investment is in an income producing property, its success will depend upon the amount of income generated and actual expenses incurred. If the project does not generate revenue sufficient to meet operating expenses, including debt service and capital expenditures, the Investment Entity’s cash flow will be adversely affected.
The value of the Investment Entity’s real estate investments may be adversely affected by a number of factors, including the national economic climate; the local economic climate; local real estate conditions; the perceptions of prospective tenants of the attractiveness of the property; and increased operating costs (including real estate taxes and utilities). Real estate values and income from properties are also affected by such factors as applicable laws, including tax laws, interest rate levels, and the availability of replacement financing. In addition, the real estate market has grown significantly in certain areas and the time that an investment is made might be at the high end of the investment cycle.
The Investment Entity may be a newly formed entity with no operating history upon which prospective Investors can evaluate its future performance. There can be no assurance that such Investment Entity will be successful in implementing its investment strategy or that it will be able to generate revenues sufficient to operate as a going concern or make distributions to its Members. The Investment Entity should be evaluated on the basis that there can be no assurance that the Manager’s assessment of the Investment Entity’s revenue and expenses will prove accurate or that the Investment Entity will achieve its investment objective.
Lack of diversity. Each Investment Entity will generally hold only one real estate property or project. Accordingly, Members of an Investment Entity will be subject to the risks associated with lack of diversity of that entity’s investment. For example, an Investment Entity’s profitability will depend upon the continued demand for the specific type of property in which the Investment Entity is invested in its local geographic markets. The Investment Entity’s revenue and the value of its property may be affected by a number of factors in its geographic market, including the local economic climate (which may be adversely impacted by business layoffs or downsizing, industry slowdowns, changing demographics and other factors) and local real estate conditions (such as oversupply of, or reduced demand for, competing projects).
Investments in real estate are illiquid, which may affect the Investment Entity’s ability to respond to changing economic, investment or financial conditions. The illiquidity of an Investment Entity’s property could significantly impede its ability to respond to adverse changes in the performance of the property, which could adversely impact the investment return. Because real estate related investments are relatively illiquid, the Investment Entity’s ability to promptly sell its project or to find conventional financing to refinance a mortgage loan in response to changing economic, financial and investment conditions will be limited. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates, supply and demand, and other factors that will be beyond the entity’s control. The Investment Entity also cannot predict the length of time needed to find a willing purchaser to buy the property or another lender to provide the requisite financing to refinance a mortgage loan. These factors and any others that would impede the Investment Entity’s ability to respond to adverse changes in the performance of its property could significantly and adversely affect its investment return.
Conflicts of Interest. An Investment Entity may be subject to various conflicts of interest arising out of its relationship with the Manager and its affiliates. Although the Manager and its affiliates will devote as much time as they deem necessary to the affairs of the Investment Entity, they may devote substantial portions of their time to the business of other ventures and affiliated companies which may or may not be competitive with the Investment Entity. The Manager and its Affiliates are and will continue to be actively engaged in a variety of other businesses and will not devote their full time to the affairs of a particular Investment Entity. Some of these other activities may involve conflicts of interest with the Investment Entity. The principals of the Manager may engage in, independently or with others, business activities that might be the same as or similar to the Investment Entity’s business and that may directly or indirectly compete with the Investment Entity’s business. Members of an Investment Entity will not be entitled to any profits or compensation received by the Manager or principals of the Manager in connection with their investment in or management of other ventures. Such potential profits and additional compensation may create a conflict of interest for certain principals of the Manager by creating an incentive to direct investment opportunities to other ventures (rather than the Investment Entity) for their own economic benefit.
Investors may be liable for a return of capital. Generally, Investors will not be required to contribute capital to the Investment Entity for any debts of the Investment Entity beyond their respective capital contributions. A Member, however, may be liable to the extent of any distributions it receives if, after such distribution, the remaining assets of the Investment Entity are not sufficient to pay its then-outstanding liabilities, exclusive of liabilities to Members on account of their capital contributions and liabilities, if any, to the Investment Entity. Pursuant to Michigan law, to the extent that a return of a Member’s capital contribution is deemed a distribution, a Member may be required under certain circumstances to return such distributions to the Investment Entity so that the Investment Entity can satisfy its liabilities to creditors who extended credit to the Investment Entity during the period such capital contribution was held by the Investment Entity.
The Investment Entity cannot accurately predict the results to an Investor from an investment in the Investment Entity.
There will be no public market for Interests and the transferability of the Interests will be highly restricted. Each Investor will be required to represent that it is acquiring Interests for investment and not with a view to distribution or resale, that such Investor understands the Interests are not freely transferable, and that such Investor must bear the economic risk of the investment for an indefinite period of time because the Interests (a) have not been registered under the Securities Act or applicable state securities laws, and (b) cannot be sold unless they are subsequently registered or an exemption from such registration is available and such Investor complies with the other applicable provisions of the Investment Entity’s operating agreement or limited partnership agreement. As a result, there will be no market for the Interests and Investors cannot expect to be able to liquidate their investment in case of an emergency.
Investors may incur tax liabilities without commensurate distributions of cash to meet such liabilities. BRE does not provide, and this Site is not intended to and does not provide, Investors with advice related to how the purchase, ownership, and disposition of Interests will be treated for federal, state, local, or foreign income tax purposes. We urge you to consult with your tax advisor for a detailed explanation of how your individual tax-related issues might affect or be affected by ownership of Interests offered and sold on the Site.
CERTAIN LEGAL AND TAX MATTERS
Employee Benefit Plan Regulations
Prospective members who are subject to ERISA should consult with their counsel and other advisors as to the provisions of ERISA applicable to an investment in the Investment Entity. In particular, the fiduciary of an ERISA Plan should consider whether an investment in the Investment Entity meets the prudence and diversification requirements of ERISA and is consistent with the terms of the Plan’s underlying documents. In addition, the fiduciary of an ERISA Plan should consider whether (a) an investment in the Investment Entity could result in a prohibited transaction under ERISA Section 406 and (b) how the plan asset rules of Department of Labor Regulations Section 2510.3-101 may apply to the Plan’s investment in the Investment Entity.
General Fiduciary Matters
ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan and prohibit certain transactions involving the assets of a Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any authority or control over the management or disposition of the assets of a Plan is generally considered to be a fiduciary of the Plan.
In considering an investment of a portion of the assets of any Plan in Site Offered Securities, a fiduciary should determine, in light of the high risks and lack of liquidity inherent in an investment in the Site Offered Security, whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA or similar law relating to a fiduciary’s duties to the Plan. In particular, under ERISA, a fiduciary to a Plan must:
- Discharge his or her duties with respect to the Plan (1) solely in the interest of the participants and beneficiaries, (2) for the exclusive purpose of providing benefits to participants and their beneficiaries and defraying reasonable expenses of the Plan (3) in accordance with a prudent-expert rule, that is “with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims,” (4) by diversifying the investments of the Plan so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so, (5) in accordance with the Plan’s governing Plan documents and investment policies, insofar as they are consistent with ERISA, and (6) in a manner not to result in a non-exempt prohibited transaction with a “party in interest” or “disqualified person” with respect to the Plan under ERISA or the Code.
- In determining whether a particular investment is appropriate for a Plan, he or she should consider, among other things, the role that the investment plays in the Plan’s portfolio, risk and return factors, the portfolio’s composition with respect to diversification, the liquidity and current return of the total portfolio relative to anticipated cash flow needs, and the projected return of the total portfolio relative to the Plan’s objectives.
Furthermore, absent an exemption, the fiduciary of a Plan should not cause the Plan to invest in the Site Offered Security if the Manager or any affiliate thereof is a fiduciary or other “party in interest” or “disqualified person” (collectively, a “party in interest”) with respect to the Plan or the investment would otherwise violate the prohibited transaction provisions of ERISA or the Code.
Under the Plan Asset Regulations of ERISA, when a Plan invests in an equity interest of an Investment Entity, “plan assets” include both the equity interest and the entity’s underlying assets. An entity such as the Investment Entity generally will be deemed to hold plan assets if “benefit plan investors” hold 25 percent or more of any class of such entity’s equity. “Benefit plan investors” are U.S. retirement plans covered by ERISA and individual retirement accounts, as well as any entity of which 25 percent or more of the value of any class of equity interests is held by employee benefit plans or other benefit plan investors. Foreign, governmental or “church” retirement plans are not considered “benefit plan investors” for purposes of the Plan Asset Regulations. If the Investment Entity is deemed to hold plan assets, it will be subject to ERISA’s fiduciary responsibility and prohibited transaction rules.
Plan Asset Consequence
If the assets of an Investment Entity were to be deemed to be plan assets under ERISA, (i) the prudence and other fiduciary responsibility standards of ERISA would extend to investments made by the Investment Entity, and (ii) certain transactions in which the Investment Entity might seek to engage could constitute “prohibited transactions” under ERISA and the Code. If a prohibited transaction occurs for which no exemption is available, the Manager and any other party in interest that has engaged in the prohibited transaction could be required (i) to restore to any investing Plan subject to ERISA any profit realized on the transaction and (ii) to reimburse the Plan for any losses suffered by the Plan as a result of the investment. In addition, each party in interest involved could be subject to an excise tax equal to 15 percent of the amount involved in the prohibited transaction for each year the transaction continues and, unless the transaction is corrected within statutorily required periods, to an additional tax of 100 percent. ERISA plan fiduciaries that decide to invest in the Investment Entity could, under certain circumstances, be liable for prohibited transactions or other violations as a result of their investment in the Investment Entity or as co-fiduciaries for actions taken by or on behalf of the Investment Entity or the Manager.
EACH PLAN FIDUCIARY SHOULD CONSULT ITS LEGAL ADVISOR CONCERNING THE CONSIDERATIONS DISCUSSED ABOVE BEFORE MAKING AN INVESTMENT IN A SITE OFFERED SECURITY.
Investment Company and Investment Advisers Regulation
None of the Investment Entities intends to register as an investment company under the Investment Company Act of 1940, as amended, and no Manager of an Investment Entity intends to register as an investment adviser under the Investment Advisers Act of 1940, as amended.
Federal Income Tax Matters
In compliance with IRS Circular 230, each prospective Investor is informed that (a) any discussion of United States federal tax issues on the Site is neither intended nor written to be relied upon, and cannot be relied upon, by any person for the purposes of avoiding penalties that may be imposed under the United States Internal Revenue Code, (b) such discussion is written in connection with the Investment Entity’s promotion or marketing of Interests in the Investment Entity, and (c) each prospective Investor should seek tax advice based on such prospective Investor’s particular circumstances from an independent tax advisor.
Confidentiality and Non-Use
You may not republish any of the deal information contained in the private or password-protected sections of the Site into any public forum or site. You acknowledge that such deal information contained in the Site, including the legal agreements and disclosure documents, is valuable to BRE. Accordingly, you agree to hold the same in strict confidence and not disclose it to any third party (other than your advisors and representatives who need to know the same for purposes of evaluating the investment opportunities listed on the Site and who have been directed to comply with this Agreement and the Confidentiality Agreement), and agree to use and reproduce such information for no purpose other than for evaluating the investment opportunities listed on the Site. The foregoing restrictions will not apply to information that you can demonstrate (a) was in the public domain at the time it was posted on the Site; (b) entered the public domain by rightful means subsequent to the time you accessed it through the Site, through no fault of yours; or (c) was in your possession free of any obligation of confidence at the time you accessed it through the Site.
Notwithstanding the above, you may disclose deal information posted on the Site, without violating the foregoing obligations, to the extent such disclosure is required by a valid order of a court or other governmental body, provided that you (to the extent legally allowed to do so) notify BRE prior to such disclosure so that BRE can, at its expense, obtain a protective order to prevent or limit the disclosure.
In addition, to the extent you receive information from BRE or other Investors with respect to any investment activity on the Site, you may not further disclose or otherwise provide such information to another party in any way that allows a personal identification of any person. You agree that BRE may, at its sole discretion and to the extent permitted by law, access, read, preserve and disclose your account information, usage history and submitted Content in order to (a) comply with any applicable law, regulation, legal process, or governmental request; (b) respond to claims that any Content violates the rights of third parties, including intellectual property rights; (c) enforce this Agreement and investigate potential violations thereof; (d) detect, prevent, or otherwise address fraud, security, or technical issues; (e) respond to your requests for customer service; or (f) protect the rights, property, or personal safety of BRE, other Users of the Site, and/or the public.
As described above, the Site is available only to Users and Investors who have been authorized by us to access the Site. Only Users of the Site with a valid User ID and password are authorized to access the password-protected sections of the Site. You agree to (a) provide accurate, current and complete information about you as may be prompted by the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update your Registration Data, and any other information you provide to BRE, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to BRE.
Unauthorized use of the Site including, but not limited to, 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 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 are fully responsible for all activities that occur under your account and password. You agree to immediately notify BRE of any unauthorized use of your password and account and any other breach of security of your account or the Site. You further agree that you are responsible for any unauthorized use of your password. BRE reserves the right at its discretion to suspend or cancel your password if we suspect that it is being used in an unauthorized or fraudulent manner.
Right to Discontinue Site
BRE reserves the right to discontinue the Site, any portion of the Site, any securities offered on the Site, or any other products or services offered on the Site at any time.
BRE may terminate your access to all or any part of the Site 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 use of the Site. If you wish to terminate your account, you may do so by following the instructions on the Site. All provisions of this Agreement will survive termination including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Advertisements and Promotions
BRE may run advertisements and promotions from third parties on the Site. Your business dealings or correspondence with, or participation in promotions of, advertisers other than BRE, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. BRE is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence or content of third-party advertisers’ advertisements and promotions on the Site.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY BRE, THE SITE, THE SERVICES AND THE SITE CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. BRE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE, SERVICES, INFORMATION, CONTENT, SITE CONTENT, AND OTHER MATERIALS ON THE SITE. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY BRE, BRE DOES NOT REPRESENT OR WARRANT THAT THE SITE, SITE CONTENT, MATERIALS IN THE SITE OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR PROPRIETARY CHARACTER OF THE SITE, THE SITE CONTENT OR ANY PORTION THEREOF.
BRE IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS. WHILE BRE ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SITE AND THE SERVICES SAFE, BRE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES.
You will defend, indemnify, and hold harmless BRE, its managers and affiliates, and each of its and its affiliates’ managers, employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Site, Content, Site Content, or otherwise from your User submissions, violation of the Agreement, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. BRE 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 BRE in asserting any available defenses
Limitation of Liability Regarding Use of the Site
YOU WAIVE AND COVENANT NOT TO ASSERT ANY CLAIMS OR ALLEGATIONS OF ANY NATURE WHATSOEVER AGAINST BRE, ITS MANAGERS AND AFFILIATES, OR THEIR MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS ARISING OUT OF OR IN ANY WAY RELATING TO YOUR USE OF THE SITE, THE SERVICES, THE SITE CONTENT, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSIBLE THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS OR ALLEGATIONS RELATING TO THE ALLEGED INFRINGEMENT OF PROPRIETARY RIGHTS, ALLEGED INACCURACY OF SITE CONTENT, OR ALLEGATIONS THAT BRE HAS OR SHOULD INDEMNIFY, DEFEND OR HOLD HARMLESS YOU OR ANY THIRD PARTY FROM ANY CLAIM OR ALLEGATION ARISING FROM YOUR USE OR OTHER EXPLOITATION OF THE SITE. YOU USE THE SITE AT YOUR OWN RISK.
IN NO EVENT WILL BRE, ITS MANAGERS AND AFFILIATES, OR THEIR MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, THE SERVICES, THE SITE CONTENT, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSIBLE THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON ANY SITE CONTENT OR OTHER INFORMATION OBTAINED FROM BRE, THE SITE OR ACCESSIBLE THROUGH THE SITE, OR THAT RESULT FROM MISTAKES, ERRORS, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO BRE’S SITE, RECORDS, PROGRAMS OR SERVICES.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF BRE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).
Some of the above limitations of liability may not apply to you. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. In such cases, BRE’s liability will be limited to the fullest extent permittedby the applicable law.
Any claims or disputes arising under this Agreement or the use of the Site must be decided exclusively through mandatory arbitration. See: Governing Law; Disputes below.
If you believe that material posted on the Site infringes upon any copyright that you own or control, or that any link on the Site directs users to another website that contains materials that infringes upon any copyright that you hold or control, you may file a notification of such infringement with our Designated Agent as set forth below:
Name of Agent Designated to Receive Notification of Claimed Infringement:
Mr. David Bleznak
Bleznak Real Estate Investment Group
260 East Brown Street, Suite 200
Birmingham, Michigan 48009
Telephone (248) 645-1111
Facsimile (248) 645-1101
Email: firstname.lastname@example.orgAny notification must include the following information:
- Identity of the copyrighted work that you claim has been infringed, or, if multiple works, a representative list of the copyrighted works that you claim have been infringed.
- Identification of the material that you claim is infringing and where it is located on the Site.
- Your street or mailing address, telephone number and email address.
- A statement by you that you have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner, or are authorized to act on the copyright owner’s behalf.
- Electronic or physical signature of the copyright owner or of a person authorized to act on the copyright owner’s behalf.
We may give notice of a claim of copyright infringement to our Users by means of a general notice on the Site, electronic mail to a User’s email address in our records, or by written communication sent by first-class mail to a User’s address in our records.
If you believe that any submissions submitted by you to the Site that we have taken down is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content, you may send a counter-notice containing the following information to the Designated Agent:
Your physical or electronic signature;
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement, under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in Oakland County, Michigan, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Designated Agent, BRE may send a copy of the counter-notice to the original complaining party informing that person that BRE may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at BRE’s sole discretion.
Repeat Infringer Policy
In accordance with the Digital Millennium Copyright Act and other applicable law, BRE has adopted a policy of terminating, in appropriate circumstances and at BRE’s sole discretion, Users or Investors who are deemed to be repeat infringers. BRE may also at its sole discretion limit access to the Site and/or terminate the accounts of any Users or Investors who infringe any intellectual property rights of others, whether or not there is any repeat infringement
Trademarks and Copyrights
BRE, BLEZNAK, the BRE logo and all other product or service names or slogans displayed on the Site are registered and/or common law trademarks of BRE and/or its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of BRE or the applicable trademark holder. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, are the service mark, trademark and/or trade dress of BRE and may not be copied, imitated or used, in whole or in part, without the prior written permission of BRE. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by BRE.
All Content and Site Content are the proprietary property of BRE and/or its licensors and are protected by U.S. and international copyright laws. The Site and all Site Content is © 2015 BRE, All Rights Reserved. You may not alter, modify, publish, distribute publicly display or sell any Content or other such proprietary information, or otherwise copy BRE proprietary information without the express written permission of BRE.
You will not make any communication that is intended or reasonably understood to disparage, criticize, condemn, or impugn the personal, professional, or business reputation of BRE, its affiliates, and their respective shareholders, members, directors, managers, officers, employees, licensors, attorneys, operators, affiliates, predecessors, successors, assigns, insurers and/or agents including without limitation, any communication that could have the effect of or the intention of which is to cause embarrassment, disparagement, damage or injury to the reputation, business, or standing in the community of any such parties and regardless of whether any such communication is or may be true or founded in facts.
The Site and materials on the Site may contain links to third-party websites (“Third-Party Sites”) and third-party content (“Third-Party Content”). You use links to Third-Party Sites, and any Third-Party Content therein, at your own risk. BRE does not monitor or have any control over, and makes no claim or representation regarding, Third-Party Content or Third-Party Sites. BRE provides these links only as a convenience, and a link to a Third-Party Site or Third-Party Content does not imply BRE’s endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content. BRE accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content, Third-Party Sites, or websites linking to the Site. You should review applicable terms and policies, including privacy policies and data gathering practices, of any Third-Party Site, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
Governing Law; Disputes
This Agreement (and any further rules, policies or guidelines incorporated by reference herein) will be governed by and construed in accordance with applicable Federal law and the laws of the State of Michigan, without regard to any conflicts of law principles. Any action arising out of or relating to this Agreement or your use of the Site or our services must be decided exclusively through mandatory arbitration pursuant to the procedures and policies of the American Arbitration Association unless other arbitration procedures are agreed upon in writing by BRE. Venue for such arbitration hearings shall be in Oakland County, Michigan. The cost of arbitration shall be split equally between the parties, except that each party shall bear its own attorneys’ fees. In no event shall any user of the Site have the right to participate in a class action against BRE or any of its affiliates arising out of the use of the Site or any of its contents.
Integration and Severability
This Agreement is the entire agreement between you and BRE with respect to use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and BRE with respect to the Site. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder.
No Agency Relationship.
The parties agree that no joint venture, partnership, employment or agency relationship exists between you and BRE as result of this Agreement or your use of the Site.
Questions and Comments
If you have any questions regarding this Agreement or your use of the Site, please submit them to us by emailing us at: email@example.com.