TERMS AND CONDITIONS

Last updated March 18, 2016

These Terms and Conditions (“Terms”) explain the relationship between you and Eagle Rock Properties, LLC (“Eagle Rock” “us”,”our” or “we”) regarding your use of, and access to, our website located at www.eaglerockproperties.com (“Website”). These Terms, which include our Privacy Policy http://www.eaglerockproperties.com/privacy-policy, govern your access to and use of the Website and Content (as defined below), and constitute a binding legal agreement between you and Eagle Rock.

YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE WEBSITE, OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR THROUGH THE WEBSITE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS.

1. Service
The Website enables persons (“Users”) to access and browse the Website, which provides general information about our real estate products and services (the “Products”).

2. Disclaimer

Eagle Rock Properties LLC’s Website has been prepared for informational purposes only and does not constitute an offer or solicitation to sell shares or securities in the Company or any related or associated company. Any such offer or solicitation will be made only by means of an appropriate confidential Offering Memorandum and in accordance with the terms of all applicable securities and other laws. None of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended. Accordingly, nothing contained on this Website is intended to constitute investment, legal, tax,
accounting or other professional advice and you should not rely on information provided on or accessible through the use of the Website for making financial or investment decisions. You should consult with an appropriate professional for specific advice tailored to your situation and/or to verify the accuracy of the information provided herein. This Website does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in any connection with, any contract or commitment whatsoever. Eagle Rock Properties LLC expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) the use of this Website, (ii) reliance on any information contained herein, (iii) any error, omission or inaccuracy in any such information or (iv) any action resulting therefrom. The material contained in this Website does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which any person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation or offer.

3. License
Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable license to access and use the Website on a computer, tablet device or mobile phone that you own or control. All materials contained on, in, or available through the Website, including all information, data, text, sound, photographs, graphics, the selection and arrangement thereof, and all source code, software compilations, and other materials (“Content”) are protected by copyright and other intellectual property laws and may not be copied or imitated in whole or in part by you, unless as explicitly stated under these Terms. All trademarks, service marks, trade dress and other intellectual property rights, including but not limited to copyrights, and all derivative works thereof associated with the Content, whether registered or not, are our sole property. The Content may also be protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws. We do not convey, through allowing access to the Website, any ownership rights in the Content. These Terms will govern any upgrades provided by us that replace and/or supplement the original Website, unless such upgrade is accompanied by separate terms in which case such updated Terms will govern. You may not create, develop, license, install, use, or deploy any third party software or services to circumvent, enable, modify or provide access, permissions or rights to work around any technical limitations in the Website. You may not copy (except as expressly permitted by these Terms) or publish the Website for others to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, or modify, or create derivative works of the Website, or any updates, or part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open source components included with the Website, if any). Any attempt to do so is a violation of our rights. If you breach this restriction, you may be subject to prosecution and damages. You may not use the Website in any manner not specifically authorized hereunder or in any way that is against any applicable laws or regulations.

4. Eligibility
You represent and warrant that: (i) you are at least eighteen (18) years old, (ii) you have the right, capacity and authority to be bound by these Terms, and (iii) you will abide by all these Terms.

5. Contact Us Form
The Website provides email addresses and phone numbers by which you can contact Eagle Rock. Note that by emailing us, you consent to receiving communications from us via email in connection with your use of the Website. You may opt out of these messages by following the prompts in email messages; however, doing so may impact your use of the Website and our ability to contact you.
Should you choose to submit any materials or content to us, we do not claim ownership of any materials you provide us (including feedback and suggestions) (each a “Submission”). However, by providing or submitting your Submission to us, you are granting us and our agents permission to use your Submission in connection with our operation of the Website and our business, including without limitation, the right to copy, distribute, transmit, publicly display, reproduce, edit, translate and reformat your Submission, and to publish your name in connection with your Submission, all without the payment of compensation to you in respect of any such use of your Submission. Therefore, do not send us any content or information you deem to be confidential, as no Submission will be treated by us as confidential information. You represent and warrant that you own, or otherwise control, all of the rights to your Submission, including without limitation, the rights necessary for you to post, provide or submit your Submission.

6. Investor Login
In order to access certain features or areas of the Website, including the “Investor Login”, you may be required to provide personal and/or demographic information as part of a log-in process, which may take place or be located on a third party server and/or managed by a third party vendor. Eagle Rock has selected trusted third party service providers who maintain high standards with respect to privacy and only perform specific services on behalf of Eagle Rock in accordance with these Terms and our Privacy Policy.

You agree to provide true, accurate, current and complete information about yourself as prompted by the applicable log-in form, and you are responsible for keeping such information up-to-date (this includes your contact information, so that we can reliably contact you). The information you submit must describe you (you may not impersonate another person or entity), and you may not sell, share or otherwise transfer your account information.

You are responsible for all activity occurring when the Website is accessed through your log-in account, whether authorized by you or not. Therefore, if you create an account, be sure to protect the confidentiality of your account password. We are not liable for any loss or damage arising from your failure to protect your password or account information.

Eagle Rock takes reasonable measures – including administrative, technical, and physical measures – to safeguard your personal information against loss, theft, and misuse, as well as against unauthorized access, disclosure, alteration, and destruction. Although we will do our best to protect your personal information, we cannot guarantee the security of the data you transmit to us. Any transmission is at your own risk and we cannot be held liable. For more information about how we use and protect your information, please view our PRIVACY POLICY .

7. Jurisdiction
The Website is controlled and operated by Eagle Rock from the United States, and is not intended to subject Eagle Rock or its affiliates to the laws or jurisdiction of any state, country or territory other than that of the United States. Eagle Rock does not represent or warrant that the Website or any part thereof is appropriate or available for use in any jurisdiction other than the United States.


8. Access

There is no charge to access and browse the Website. However, charges for Internet or telecommunication use may apply at rates that are determined by the providers of such services. In order to access and browse the Website, you are required to have a compatible computer, tablet device or mobile telephone, internet access, mobile network access, and an Android or iOS operating system. The software for the Website may be upgraded from time to time to add support for new functions and services.


9. Rules of Conduct

In connection with your use of the Website, you will not: (i) transmit or communicate any data or information that is unlawful, harmful, false, misleading, threatening, abusive, harassing, stalking, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) upload or input to the Website any information which contains software viruses, or any computer code, files or programs designed to interrupt, destroy or limit the functionality of the Website, any computer software or hardware or telecommunications equipment; (iii) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (iv) use the Website for any unlawful or unsafe purposes; (v) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted to other users; (vi) violate any applicable local, state, federal or international law and any regulations requirements, procedures or policies; (vii) use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Website; (viii) transmit, access or communicate any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (ix) monitor traffic on the Website, obtain or accumulate personal information about other Users, or collect or store personal data about other Users; (x) modify, delete or damage any information contained on the mobile device or personal computer of any other Users; (xi) infringe on the rights of any third party, including but not limited to trademark, copyright or the rights of publicity; (xii) use the Website in any manner that in our sole judgment, adversely affects the performance or function of the Website or interferes with the ability of other users to access or utilize the Website; or (xiii) undertake any acts not expressly permitted under the Terms. You warrant and represent that you undertake to use the Website only for purposes that are in strict compliance with (a) the Terms and the license granted hereunder, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions and you shall take no actions which would cause us to be in violation of any applicable law, ruling or regulation.

 

10. Suspension
We reserve the right to suspend or cease providing the Website, with or without notice, and we shall have no liability or responsibility to you if we do so.


11. Third Party Websites and Content

The Website may contain links to other websites (“Third Party Websites”) and content, including articles, text, information, video, audio, graphics and photos (“Third Party Content”), which are owned or operated by third parties. Eagle Rock does not investigate or monitor Third Party Websites or Third Party Content for accuracy or completeness, and therefore is not responsible or liable for the same. You are advised that different terms of use and privacy policies may apply to your use and access of Third Party Websites. If you decide to leave the Website and access the Third Party Websites, you do so at your own risk and you should be aware that our Terms of Use and Privacy Policy no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Website to which you navigate from our Website.


12. Disclaimer of Warranties

THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, WE SPECIFICALLY DISCLAIM, FOR THE AVOIDANCE OF DOUBT (ON OUR BEHALF, OUR SUBSIDIARIES AND/OR OUR AFFILIATES) ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES: (i) CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, SECURITY, TIMELINESS, QUALITY, USEFULNESS, INTEROPERABILITY OR CONTENT OF THE WEBSITE; (ii) OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING THE WEBSITE; AND (iii) REGARDING THE PROVISION OF THE WEBSITE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY THE WEBSITE, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. WE DO NOT WARRANT OR GUARANTEE THAT THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT DEFECTS IN THE WEBSITE WILL BE CORRECTED. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE WEBSITE.


13. Limitation of Liability

IN NO EVENT WILL EAGLE ROCK OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SUCCESSORS OR ASSIGNS, BE LIABLE TO ANY PARTY (i) FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF INFORMATION, LOSS OF PROFITS AND THE LIKE), OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF ANY OTHER SOFTWARE OR OTHER CONTENT INCLUDED AS PART OF THE WEBSITE. GIVEN THAT SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES AND JURISDICTIONS, OUR LIABILITY (INCLUDING OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AND AFFILIATES) SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL EAGLE ROCK’S AGGREGATE LIABILITY (INCLUDING OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AND AFFILIATES) WITH RESPECT TO THE USE OF THE WEBSITE EXCEED THE AMOUNT OF $25.00 U.S. DOLLARS.


14. Indemnification

By using the Website, you agree to defend, indemnify and hold us, our affiliates, partners, officers, directors and employees harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Website or the creation, placement or transmission of any message, information, software or other materials through the Website by you or related to any violation of these Terms by you (collectively, “Indemnified Matters”). We shall control the defense of any Indemnified Matters through counsel of our choice.


15. Copyright Infringement

We respect the intellectual property rights of others, and require that people who use the Website do the same. It is our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. For more information, please see our DMCA Policy.


16. Arbitration

You agree with Eagle Rock that any dispute arising in connection with these Terms or the performance of any party under these Terms or otherwise relating to these Terms shall be shall be referred to binding arbitration in New York, New York, in accordance with the rules of the American Arbitration Association by a panel of three arbitrators. Each of the parties shall name one arbitrator. The third arbitrator shall be selected by the two named arbitrators from the list of the current active members of the American Arbitration Association. The arbitration shall be binding, final, not appealable, enforceable and in lieu of any right to sue or seek other arbitration in any court or tribunal. Notwithstanding the foregoing, either you or Eagle Rock shall be entitled to apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief, without breach of this arbitration provision.


17. Governing Law

Subject to Section 16 (Arbitration), you and Eagle Rock agree to submit to the non-exclusive jurisdiction and venue of the federal and state courts located in the State of New York, County of New York.


18. Entire Agreement

These Terms constitute the entire agreement between you and us with respect to the use of the Website, and supersede all discussions, communications, conversations and agreements concerning the subject matter hereof.


19. Assignment

We may transfer, assign, sublicense or pledge in any manner whatsoever, any of our rights and obligations under these Terms to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.


20. Amendment to Terms

Eagle Rock may update or amend these Terms from time to time. Amendments shall be effective upon posting on the Website. You are responsible for regularly reviewing these Terms. Your continued access to and use of the Website following such posting constitutes your consent to be bound by any amended Terms.

 

21. Electronic Communications
The communications between you and us via this Website use electronic means, whether you visit this Website or send us an email, or whether we post notices on this Website or communicate with you via email. For contractual purposes, you consent to receive communications from us in an electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.


22. General

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. In the event that any provision of these Terms is inoperative or unenforceable for any reason, such provision shall be enforced to the maximum extent permitted by law and the invalidity of such provision shall not affect the enforceability and validity of remaining provisions of the Terms. No independent contractor, partnership, joint venture or employer-employee relationship is intended or created. No action, regardless of form, which arises from or is related in any way whatsoever to these Terms, may be commenced by you more than twelve (12) months after such cause of action accrues. All notices and other communications under the Terms must be in writing and will be deemed to have been duly given when actually received. You may provide notices to us via email to info@eaglerockadv.com or by writing to us at Eagle Rock Properties, LLC, 125 Park Avenue, 7th Floor, New York, New York 10017.

If you have any questions regarding these Terms or the Website, please contact us at info@eaglerockadv.com.

Copyright © 2016 Eagle Rock Properties, LLC. All rights reserved.