Terms of Use
By accessing, browsing, searching, downloading from or using this site (the "Site"), you are agreeing to comply with and be bound by the following Terms of Use ("Terms") and our Privacy Policy. Any person so accepting on behalf of a corporation or other user warrants that he or she has authority to bind such user. Please review the following Terms carefully. They do not alter in any way the terms or conditions of any other agreement you may have with American Landmark Properties Management LLC or any of its subsidiaries or affiliates (collectively, "ALP"). ALP reserves the right to change or modify these Terms at any time and in its sole discretion. Any changes or modifications will be effective upon the posting of the revisions on the Site. If you do not agree to these Terms or our Privacy Policy or any subsequent modification, do not access, search, download from, browse or otherwise use this Site. Your use of this Site will be deemed your conclusive acceptance of these terms.
This Site can be accessed from countries around the world other than the United States. ALP makes no representation that the content on this Site is appropriate or available for use in other locations, and accessing this Site from areas where its content is illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and their own risk and are responsible for compliance with local laws.
Disclaimer
THE SITE AND THE INFORMATION ACCESSED FROM OR THROUGH THIS SITE IS PROVIDED AS IS AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF TITLE, AND WARRANTY OF NON-INFRINGEMENT). THE SITE AND THE INFORMATION AVAILABLE THROUGH THE SITE MAY CONTAIN BUGS, ERRORS, PROBLEMS, OMISSIONS, INACCURACIES OR OTHER LIMITATIONS. ALP DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN OR ON THIS SITE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT HOSTS THE SITE WILL BE AVAILABLE AND FREE FROM ANY HARMFUL COMPONENTS, INCLUDING VIRUSES OR OTHER HARMFUL COMPONENTS. ALP HAS NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OBTAINED FROM THE SITE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, ALP, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ALP DIRECTLY OR INDIRECTLY THROUGH THE SITE (OR THROUGH CONTACT WITH ANY EMPLOYEE OF ALP WHOSE IDENTITY YOU ASCERTAINED THROUGH THE USE OF THE SITE) SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN ANY ELECTRONIC FILE CONTAINING ANY FORM OR DOCUMENT FROM THE SITE IS DISCLAIMED.
ALP DOES NOT WARRANT THAT THE CONTENT HEREIN IS ACCURATE, COMPLETE, OR CURRENT. IT IS YOUR RESPONSIBILITY TO VERIFY ANY INFORMATION BEFORE RELYING ON IT.
Limitation of Liability
IN NO EVENT WILL ALP, ITS AFFILIATES OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, OR OTHER THIRD PARTIES MENTIONED AT THIS SITE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION), ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS SITE, ANY WEBSITES LINKED TO THIS SITE, OR THE MATERIALS OR INFORMATION CONTAINED AT ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT FORESEEABLE OR WHETHER ALP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ALP’S LIABILITY TO YOU, OR ANY PARTY CLAIMING THROUGH YOU, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ALP FOR THE SERVICES IN THE THREE (3) MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
User Representations and Warranties
By using this Site, you are representing to ALP that you have the power and authority to accept these terms and agree to be bound by them, that you are capable of assuming, and do assume, any risks related to the use of this Site and its content, and that you understand and accept the terms, conditions and risks relating to your use. You may not use this Site or accept these Terms if you are not of a legal age to form a binding contract.
Intellectual Property/Restrictions
All content included on this Site (the "Site Content"), such as text, graphics, design, data compilation, name, logos, images, audio clips, database information selection, digital downloads and all other matters related to this Site, are the property of ALP and may be protected by US and international copyright laws or other proprietary rights. The Site Content may not be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, sold or exploited for any purpose in any form or by any means, in whole or in part, other than as expressly permitted by these Terms.
You acknowledge that you are expressly prohibited from transferring, assigning, leasing, distributing, renting, lending, publishing or making available all or any portion of this Site by whatever means to any other person or entity.
Links
This Site may contain links to third-party sites or content. Since these links may be to independent outside sources, ALP is not responsible for their content, products, services and/or promotions. ALP does not monitor or control the linked third party sites and makes no representations regarding them. If you choose to access any third-party sites, you do so at your own risk and you should be aware that our Terms and policies no longer govern. We encourage you to read the terms of use and privacy policies of these other sites. Any links available do not constitute or imply an endorsement, sponsorship, or recommendation by ALP.
Modification of Site
ALP will periodically edit, delete or modify the information, services and resources contained in this Site and reserves the right to make such changes without any obligation to notify past, current or prospective visitors. ALP encourages you to visit this Site frequently to stay informed.
Limited Right to Use
The viewing, printing or downloading of any content, graphic, form or document from this Site grants you only a limited, non-exclusive license for use solely by you for your own personal, non-commercial use. You will not in connection with your use of this Site: (a) violate any applicable local, state, national or international law, statute, ordinance, rule or regulation; (b) interfere with or disrupt the computer networks of ALP or use or access this Site in a manner that could damage, disable, overburden, or impair any ALP's server or the networks connected to any ALP server or attempt to do so; (c) upload, post, transmit, publish or distribute any material or information that constitutes or encourages conduct that would constitute a criminal offense, give rise to other liability, or otherwise violate applicable law; (d) interfere with the proper operation of the Site or any third party's use and enjoyment of this Site; or (e) attempt to gain unauthorized access to accounts, computer systems, or networks connected to any ALP server through hacking, password mining, or by any other means, or use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Site in a manner that sends more request messages to the Site servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Any unauthorized use of the Site will terminate the permission or license granted by these Terms and may violate applicable law.
Feedback
All comments, reviews, feedback, ideas, suggestions, and other submissions submitted to ALP on the Site (collectively, "Feedback") shall become ALP property. We will not be required to treat any Feedback as confidential, and will not be liable for any ideas for our business (including without limitation, product, or advertising ideas) and we will not incur any liability as a result of any similarities that may appear in future ALP operations. ALP shall have no obligation with respect to such Feedback and shall be free to reproduce, use, disclose, exhibit, dispose, transform, create derivative works and distribute the Feedback to others without limitation. ALP shall be free to (without charge or liability, whatsoever) use any ideas, concepts, suggestions, know-how or techniques contained in Feedback for any purpose whatsoever.
Information and Press Releases
The Site may contain information and press releases about ALP. While this information was believed to be accurate as of the date prepared, ALP disclaims any duty or obligation to update this information or any press release. Information about companies other than ALP contained in any press release or otherwise, should not be relied upon as being provided or endorsed by ALP. ALP does not assume any duty of disclosure beyond that which is required by law.
Indemnity
You agree to defend, indemnify, and hold harmless ALP, its officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Site and any material contained therein by you, any acts or omissions by you, or your breach of these Terms.
Jurisdiction
These Terms shall be treated as though they were executed and performed in Illinois, and shall be governed by and construed in accordance with the laws of the State of Illinois (without regard to conflict of law principles) and/or the federal laws of the United States of America. All legal proceedings arising out of or in connection with these Terms shall be brought solely in the courts located in Cook County, Illinois. You expressly submit to the exclusive jurisdiction of said courts and consent to extraterritorial service of process.
Termination
ALP shall have the right to terminate your access to, and use of, the Site and to block or prevent future access to and use of the Site, if, in its sole discretion, ALP believes that your conduct fails to conform with these Terms. ALP also reserves the right to investigate suspected violations of these Terms, including without limitation any violation arising from any submission or e-mails you make or send to the Site. Upon termination of these Terms, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue use of the Site.
Force Majeure
Neither party is liable for any default or delay in the performance of any of its obligations under these Terms if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.
Assignment; Successors
You may not assign or transfer these Terms or any of your rights or obligations hereunder, without the prior written consent of ALP. Any attempted assignment in violation of these Terms shall be null and void and of no force or effect whatsoever. ALP may assign our rights and obligations under these Terms, and may engage subcontractors or agents in performing our duties and exercising our rights hereunder, without the consent of user. These Terms shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Registration and Notice
In order to access certain features of the Site, you must create, and register for, an account (“Account”) with us. You hereby certify that all information you provide us with in order to complete the Account registration process is current, accurate and complete. When you choose a password and a user name, you are entirely responsible for maintaining the confidentiality of said password and all aspects of your account.
You agree to notify ALP immediately of any other breach of security or unauthorized use of your Account. You agree to not share your password, let anyone else access your Account, or do anything else that might jeopardize the safety and security of your Account. You will not transfer your Account to anyone without first getting written permission from ALP. You agree that your Account will be self-directed and that you are solely responsible for all purchases, orders, investment decisions and instructions placed in your Account. Although the Site may provide data, information or content provided by other parties relating to investment strategies and/or opportunities to buy and/or sell securities, you should not construe any such content as tax, legal, financial, or investment advice. Unless we provide you with specific advice that is clearly identified as an individualized recommendation specifically addressed to you, (which is NOT expected to take place), you represent that any decision to invest is based solely on your consideration of the risks involving a particular security or those of a third-party (i.e. your personal financial advisor) and is made at your own risk. All investments involve a degree of risk, and unless we provide you with individualized recommendation addressed to you, (which is NOT expected to take place), you acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions that may include the risk of complete loss of your investment and/or principal. ALP has no special relationship with, or fiduciary duty to, you. You agree and acknowledge that you are solely responsible for conducting legal, accounting or due diligence review on the companies and offerings listed on the Site. You are strongly advised to consult with a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice. The Site will merely provide you with the ability for you to make your own investment decision without any advice by the Site, ALP, or any of their respective agents or affiliates.
Registration Information – Accredited Investor:
The securities listed on this Site may only be purchased by “accredited investors” as defined by Rule 501 (17 C.F.R. 230.501; “Rule 501”) of the Securities Act of 1933 (the “Securities Act”). Only investors who qualify as “accredited investors” will be permitted to access certain (if not all) offering information with respect to, and will be permitted to participate in, the offerings posted on the Site. In order to qualify as an “accredited investor” you will need to represent and warrant that you come within at least one of the applicable categories under Rule 501, including: (a) a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of your primary residence; Explanation: In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence); (b) a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; (c) a business in which all the equity owners are accredited investors; or (d) a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
You MUST meet one or more of the above criteria before viewing and/or investing in any of the offerings listed on the site. In certain instances we may be entitled to rely solely upon your representation that you meet one or more of the above qualifying criteria. However, we reserve the right to request additional information from you to support, and/or to engage a third party to conduct an independent verification of, your qualification as an “accredited investor.” YOU FURTHER AGREE THAT YOU WILL IMMEDIATELY NOTIFY US OF ANY MATERIAL ADVERSE CHANGE IN ANY SUCH INFORMATION PROVIDE TO US AND/OR IF, FOR ANY REASON, YOU NO LONGER QUALIFY AS AN ACCREDITED INVESTOR.
You further acknowledge and agree that the foregoing provisions shall be automatically amended to match the definition of “accredited investors” pursuant to Rule 501 if such definition is amended after the date hereof.
Securities Matters
Notwithstanding anything to the contrary in these Terms, in no event shall anything in these Terms be deemed to be a waiver, and we will not assert there has been a waiver, that would not be permissible under Section 14 of the Securities Act (as defined above), Section 29(a) of the Act of 1934, or any other applicable provision of federal and state securities laws.
The securities offered on the Site have not been registered under the Securities Act, in reliance on the exemptive provisions of either Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, or Section 3(a)(11) of the Securities Act and Rule 147 promulgated thereunder, as well as applicable state law exemptive provisions (including without limitation, 815 ILCS 5/4(T)). Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on this Site.
Investment overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity. The information contained in the Site has been prepared by us without reference to any particular user’s investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.
This Site may contain statements, estimates or projections that constitute "forward-looking statements" as defined under U.S. federal securities laws. Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy. Future events and actual results, financial and otherwise, may differ materially from the results discussed or implied in the forward-looking statements. Risks and factors that could cause actual results to differ materially from those contained in a forward-looking statement include, but are not limited to, the risks identified in the respective investor document package and the respective Issuer’s Securities and Exchange Commission filings, if any ( including, but not limited to annual and quarterly reports on Forms 10-K and 10-Q). Further ALP assume no liability or responsibility to publicly update or revise any forward-looking statements.
You may not become a beneficial owner of 20% or more of any issuer’s outstanding voting equity securities (an “Issuer Covered Person”) without becoming subject to certain "bad actor” disqualifying events described in Rule 506(d) (each a “Disqualifying Event”). You represent that you are not subject to a Disqualifying Event and that you will promptly notify us, in writing, should any Disqualifying Events be applicable to you. We not liable or responsible for making Rule 506(e) disclosures, nor for determining whether any Issuer Covered Person is subject to a Disqualifying Event.
Notwithstanding anything contained herein or on the Site to the contrary:
THE INVESTMENT OPPORTUNITIES LISTED ON THE SITE ARE NOT INTENDED TO, AND DO NOT, CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED.
ONLY USERS WHO MEET THE SPECIFIED REQUIREMENTS (PURSUANT TO APPLICABLE STATE AND FEDERAL SECURITIES LAWS) TO PARTICIPATE IN A PARTICULAR OFFERING LISTED ON THE SITE MAY INVEST IN SUCH OFFERING AND THE OFFERING MATERIALS PROVIDED ON THE SITE ARE NOT INTENDED TO, AND DO NOT, CONSTITUTE AN OFFER OR SOLICITATION TO ANY PERSON WHO DOES NOT MEET SUCH SPECIFIED REQUIREMENTS.
WITHOUT LIMITING THE GENERALITY OF THE FORGOING, ONLY USERS WHO QUALIFY AS ”ACCREDITED INVESTORS” MAY PARTICIPATE IN ANY OFFERINGS LISTED ON THE SITE, WHICH IS CONDUCTED UNDER RULE 506 OF REGULATION D, AND THE OFFERING MATERIALS PROVIDED ON THE SITE WITH RESPECT TO SUCH OFFERINGS ARE NOT INTENDED TO, AND DO NOT, CONSTITUTE AN OFFER OR SOLICITATION TO ANY PERSON WHO DOES NOT MEET SUCH REQUIREMENTS.
No Representations or Warranties; Disclaimers; Acknowledgements
ALP MAKES NO REPRESENTATION AS TO THE COMPLETENESS OR ACCURACY OF ANY ISSUER INFORMATION PROVIDED ON THE SITE. ALP ALSO DOES NOT ENDORSE OR REPRESENT THE RELIABILITY OR ACCURACY OF ANY ISSUER OR OF ANY ISSUER CONTENT OR INFORMATION DISTRIBUTED THROUGH OR ACCESSED FROM THE SITE, AND DOES NOT PURPORT TO HAVE PERFORMED ANY INVESTIGATION INTO ANY ISSUER OR ANY ISSUER INFORMATION PROVIDED ON THE SITE.
THE SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE SITE, IS PROVIDED WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT;
By using this Site you hereby acknowledge and agree that:
Limitation on Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND AS SPECIFICALLY PROVIDED ABOVE IN THE SECTION TITLED “SECURITIES MATTERS”, IN NO EVENT WILL ALP (OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION: (A) FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SITE AND/OR ANY INVESTMENT DECISIONS MADE BY YOU BASED UPON INFORMATION PROVIDED ON THE SITE; (B) FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICES; OR (C) ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF ALP IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) AND YOU HEREBY FOREVER RELEASE AND DISCHARGE SUCH PERSONS/ENTITIES FROM ANY AND ALL CLAIMS YOU MAY NOW OR HEREAFTER HAVE WITH RESPECT TO ANY ONE OR MORE OF FOREGOING.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN (EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED, “SECURITIES MATTERS”), YOU HEREBY ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALP’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ALP FOR THE SERVICES DURING THE TERM OF MEMBERSHIP; PROVIDED THAT, IN NO CASE, (EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED) “SECURITIES MATTERS”, WILL ALP’S LIABILITY TO YOU EXCEED $1000. YOU FURTHER ACKNOWLEDGE AND AGREE THAT, IF NO FEES ARE PAID TO ALP FOR THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM ALP, REGARDLESS OF THE CAUSE OF ACTION.
IN ADDITION TO THE SPECIFIC SECURITIES LAWS PROVISIONS DESCRIBED ABOVE IN THE SECTION TITLED, “SECURITIES MATTERS”, CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
General