Terms of Use

Effective Date: December 20, 2017

This Terms of Use Agreement (the “Terms”) is between you and ACORE Capital, LLC (“ACORE Capital,” “we” or “us“) and governs your access to the ACORE Capital website at www.acorecapital.com (the “Site”). By using or accessing this Site, you agree to be bound by these Terms and to use this Site only in accordance with these Terms, our Privacy Policy, and any additional terms and conditions that may apply to specific sections of the Site or to products and services that may be made available to you through the use of the Site. “You” and “your” refers to you, as a user of the Site. If you do not agree with these Terms, do not access the Site or otherwise use the related services. This document affects your legal rights, including limiting your damages if you sue us, so please read it carefully.

We reserve the right, in our sole discretion, to change these Terms or to impose new conditions on the use of this Site, from time to time without prior notice to you. We will post the revised Terms on this Site and update the Effective Date to reflect the date of the changes. If the changes are material, we will provide you additional, prominent notice as appropriate under the circumstances. By continuing to use the Site after we post any such changes, you accept the Terms as modified.

Nothing in contained in these Terms is intended to modify or amend any other written agreement you may have with us (“Other Agreements”). In the event of any inconsistency between these Terms and any Other Agreement, the Other Agreement will govern.

Rights and Restrictions

This Site and all the materials and other content included on this Site, such as graphics, logos, articles and other materials (the “Contents”) are the property of ACORE Capital, its affiliates, licensors or others and are protected by copyright, trademark and other laws. All trademarks, service marks and logos displayed on this Site are the property of their respective owners, who may or may not be affiliated with ACORE Capital. Nothing on the Site shall be interpreted as granting any license or right to use any image, trademark, trade dress, logo or service mark on the Site, except as explicitly provided herein or permitted under applicable law. Anything transmitted by you to ACORE Capital on the Site may be used by ACORE Capital and its affiliates for any lawful purpose, without compensation to you.

Subject to your agreement to and continuing compliance with these Terms, ACORE Capital grants you a limited, non-transferable, non-exclusive, non-assignable, license to access and use our Site and the Contents for your personal and non-commercial purposes only.

You may not

use the Site or the Contents in a manner that constitutes an infringement of our rights or that has not been authorized by us;
modify, copy, reproduce, reverse engineer, republish, upload, post, transmit, translate, extract or scrape through web crawlers or bots, sell, create derivative works, or exploit the Site or any Contents or attempt to do any of the same;
remove any copyright or other proprietary notations from the Site or any of the Contents;
“mirror” the Site or any of the Contents on any other server;
use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with proper functioning of the Site, including making automated use of the Site or taking any action that we deem to impose or potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure; or
use the Site for any unlawful purpose or for the promotion of illegal activities.

Any unauthorized use of this Site will automatically terminate your permission to access the Site or any of the Contents.

Modifications to, or Discontinuation of, the Site

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site, or any portion thereof, with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or any portion thereof.

Disclaimers

This Site may display content provided by third parties, or links to other Internet sites maintained by third parties. These links are provided strictly for your convenience. In addition, third party websites may link to the Site, with or without our consent. We do not operate or control any information, products or services that third parties may provide on or through the Site or on websites linked to this Site. We make no warranty or representation regarding, do not endorse and do not accept any responsibility for any websites linked to or from the Site or the information appearing thereon or any of the products or services described thereon. You acknowledge and agree that use of third party websites is strictly at your own risk.

ALL INFORMATION, CONTENT, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SITE OR ANY OF THE FEATURES OR FUNCTIONS WITHIN THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR ANY COMPONENT OF THE SITE WILL BE AVAILABLE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OF MATERIALS ON THE SITE OR THIRD PARTY SITES IN TERMS OF ACCURACY, TIMELINESS, CORRECTNESS, RELIABILITY OR OTHERWISE.

No Offers, Reliance or Commitment to Lend

The information on our Site is provided for informational purposes only. Nothing on this Site shall be used or considered as an offer for specific transactions or as a commitment to lend, which can only be made where lawful under, and in compliance with, applicable law, and would be tailored for each transaction. Restrictions may apply, and some services are not available in each state.

This Site or the Contents do not constitute or form part of an offer to issue or sell, or of a solicitation of an offer to subscribe or buy, any securities or other financial instruments, nor does it constitute a financial promotion, investment advice or an inducement or incitement to participate in any produce, offering or investment. Any offer to purchase or buy securities or other financial instruments will only be made pursuant to an offering document and the subscription documents, which will be furnished to qualified investors on a confidential basis at their request for their consideration in connection with any such offering. Any investment decision in connection with a fund managed by ACORE Capital should be based on the information contained in the applicable private placement memorandum.

Forward Looking Statements

The information contained on our Site may contain certain comments or forward-looking statements that are based largely on ACORE Capital’s current expectations as of the date on which they are made, and are subject to certain risks, trends and uncertainties. ACORE Capital assumes no responsibility for updating or revising any forward-looking statements on the Site whether as a result of new information, future events or otherwise. Opinions and other content on the Site may be changed without notice.

This Site is not provided as investment or other advice, and no information or material on the Site is to be deemed a recommendation or is to be relied upon for the purpose of making or communicating investment or other decisions. In addition, no information, content or other materials contained on the Site should be construed or relied upon as investment, legal, accounting, tax or other professional advice. Any transactions listed on the Site are included as representative transactions and are not necessarily reflective of overall performance.

Limitations of Liability

ACORE CAPITAL, OUR AFFILIATES AND ALL OF OUR OR THEIR RESPECTIVE PARTNERS, STOCKHOLDERS, MEMBERS, MANAGERS, OFICERS, DIRECTORS, EMPLOYEES, RESPRESENTATIVES, LICENSORS AND AGENTS (collectively the “ACORE PARTIES”) SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS OR INJURY, INCLUDING BUT NOT LIMITED TO SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY THE ACORE PARTIES’ NEGLIGENT ACTS OR OMISSIONS IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING, OR DELIVERING ANY INFORMATION.

THE ACORE PARTIES ARE NOT RESPONSIBLE FOR ANY DAMAGES OR INJURY, INCLUDING BUT NOT LIMITED TO SPECIAL OR CONSEQUENTIAL DAMAGES, THAT RESULT FROM YOUR USE OF (OR INABILITY TO USE) THIS SITE, INCLUDING ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION, COMPUTER VIRUS, LINE FAILURE, OR OTHER COMPUTER MALFUNCTION. YOUR USE OF THIS SITE AND USE OR RELIANCE UPON ANY OF THE MATERIALS ON IT IS SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE RELATED TO USE OF THE SITE IS TO STOP USING THE SITE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF THE ACORE PARTIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Indemnification

As a condition of your use of the Site, you agree to indemnify and hold harmless the ACORE PARTIES from and against any and all losses, expenses, damages and costs, including reasonable attorney’s fees, that arise of your use of the Site or your violation of these Terms.

Notice of Copyright Infringement

If you are a copyright owner who believes your copyrighted material has been reproduced, posted or distributed via the Site in a manner that constitutes copyright infringement, please send an email to legal@acorecapital.com and include the following information in your notice: (1) a detailed description of the copyrighted work that is allegedly infringed upon or, if multiple works are covered by a single notification, a representative list of such works; (2) a description of the location of the allegedly infringing material on the Site; (3) your contact information, including your address, telephone number, and, if available, email address; (4) a statement by you indicating that you have a good-faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent, or the law; (5) a statement by you, made under penalty of perjury, affirming that the information in your notice is accurate and that you are authorized to act on the copyright owner’s behalf; and (6) an electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of copyright and to submit the statement.

Governing Law

You agree that your use of this Site, this Terms and Privacy Policy, and any disputes relating to any of them, shall be governed in all respects by the laws of the State of California without regard to any conflict of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Any dispute relating to the above must be submitted to and settled under binding arbitration in San Francisco, California, in accordance with the rules of the American Arbitration Association. Subject to the rules of the American Arbitration Association, the decisions of the arbitrators will be binding and conclusive upon all parties involved, and judgment upon any decision of an arbitrator may be entered in the highest court of any forum, federal or state, having jurisdiction. You hereby consent to the exclusive jurisdiction and venue of the courts, tribunals, agencies, and other dispute resolution organizations in San Francisco, California in all disputes not resolved by these arbitration rules that arise out of, relate to, or concern this Site, these Terms, or our Privacy Policy. You and ACORE Capital agree that any arbitration shall be limited to the dispute between ACORE Capital and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

You agree that regardless of any statute or law to the contrary, any claim or cause of action that you may have arising out of or related to use of the Site or these Terms must be filed by you within one year after such claim or cause of action arose or be forever barred.

Termination

We may at any time terminate these Terms and your access to the Site if we believe you have breached or attempted to breach any provision of these Terms or in our sole discretion for any reason. Your continued use of the Site following such termination may result in your liability for conversion, misappropriation, trespass to chattels and any other claims and causes arising from or relating to your continued use of the Site. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Site may be referred to the appropriate law enforcement authorities.

When these Terms are terminated, any of the legal rights, obligations and liabilities that by their nature should continue shall survive such termination.

Miscellaneous

This agreement constitutes the entire agreement between us and you with respect to the subject matter contained in this agreement and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

Indemnification

If you have any questions about our Terms of Use, our Privacy Policy or our Site, please contact us at legal@acorecapital.com.