Terms & Conditions
The sections below titled "binding arbitration" and "class action waiver" contain a binding arbitration agreement and class action waiver. They affect your legal rights. Please read them.
If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, "you" and "your" will refer and apply to that company or other legal entity.
1. Our Services and Our Users
Our Services have several types of users:
Visitors. Visitors to our Website (“Visitors”), as the term implies, are people who do not register for an Account, but want to explore the Website for informational purposes. No login is required for Visitors. Visitors can access all publicly-available content and features of the Website, and can contact us with questions about the Services.
Users. Users of the Services (each, a "User") will be real estate developers ("Real Estate Developer(s)") and investors in real estate projects ("Capital Provider(s)") who want to use the Platform. A User who is a Real Estate Developer may create a Profile and may provide us information about their background, development focus, process and information on select past or current real estate projects they are working on ("Project"), including any Projects they are actively seeking funding for. A User that is a Capital Provider may create a Profile and may provide us information detailing their investment process, criteria, and select prior investments.
Through our Platform, Users are able to request introductions to other Users they are interested in connecting with ("Introduction(s)"). After the Introduction is made, Users can connect with each other independently of the Platform.
2.No Professional Advice
You acknowledge and agree that commonplace does not provide you with tax, financial, legal, real-estate, or any other professional advice, and the services are not intended to provide users any such tax, financial, legal, real-estate, or any other professional advice. You acknowledge and agree that any discussions, agreements and investment decisions between users after an introduction is made is independent of commonplace, the services and the platform and commonplace is not liable for any and all issues that may arise between users after an introduction is made. No employee, agent or representative of Commonplace is authorized to provide any tax, financial, legal, real-estate, or other professional advice pursuant to this Agreement, and any such advice, if given, is in violation of our policies, is unauthorized, and should not be relied upon.
Commonplace's community, like any community, functions best when its users follow a few simple rules. By accessing the Services, you agree to comply with these community guidelines (the "Community Guidelines") and that:
You are 18 years or older. If you are 18 or older, but under the age of majority in your jurisdiction, you should review these Terms of Service with your parent or guardian to make sure that you and your parent or guardian understand it. If you are under the age of 18, you may use the Services only with the consent of your parent or guardian;
You will comply with all applicable laws in your use of the Services and will not use the Services for any unlawful purpose;
You will not access or use the Services to collect any market research for a competing business;
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
You will not interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Content (as defined below), data, files, or passwords related to the Services through hacking, password or data mining, or any other means;
You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Services;
You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Services;
You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the Content protections in the Services;
You will not use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express, written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Website for the sole purpose of, and solely to the extent necessary for, creating publicly-available searchable indices of the materials, but not caches or archives of such materials;
You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
You will not introduce, post, or upload to the Services any Harmful Code. As used herein, "Harmful Code" means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Services, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, "Trojan horses," "viruses," "worms," "time bombs," "time locks," "devices," "traps," "access codes," or "drop dead" or "trap door" devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Services to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Services.
If you find something that violates our Community Guidelines, please let us know, and we'll review it
4. Intellectual Property
The Services contain material, such as software, text, graphics, images, and other material, including Reports ("Content"). The Services and Content may be owned by us or third parties. The Services and Content are protected under both United States and foreign laws. Unauthorized use of the Services or Content may violate copyright, trademark, and other laws.
You may access and use the Services and view all Content for your own personal, non-commercial use, and no other use is permitted without the prior written consent of Commonplace. Commonplace and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Services and Content. You must retain all copyright and other proprietary notices contained in the original Content. You may not sell, transfer, assign, license, sublicense, or modify the Services or Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Services or Content in any way for any public or commercial purpose. Notwithstanding the forgoing, Registered Users may download or export Reports to share internally within their organization, but such Reports may not be transmitted disseminated, or otherwise transferred to third parties for a commercial purpose.
If you violate any part of this Agreement, your permission to access the Content and the Services automatically terminates and you must immediately destroy any copies you have made of the Content. We reserve the right to remove Content from our Services at any time for any reason without any notice to you.
The trademarks, service marks, and logos of Commonplace (the "Commonplace Trademarks") used and displayed on the Services are registered and unregistered trademarks or service marks of Commonplace. Other company, product, and service names located on the Services may be trademarks or service marks owned by others (the "Third-Party Trademarks," and, collectively with Commonplace Trademarks, the "Trademarks"). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Commonplace Trademarks inures to our benefit.
Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Materials may be retransmitted without our express, written consent for each and every instance.
5. Communications With and Submissions to Us
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, ratings, feedback, questions, comments, suggestions, and the like, we shall be free to use any ratings data, ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of the Services that incorporate such information without compensation or attribution to you.
6. No Warranties; Limitation of liability
The services and the content are provided "as is" and "as available." commonplace makes no, and hereby disclaims all, express, implied, or statutory warranties of any kind, including, without limitation any warranties with regard to performance, merchantability, satisfactory quality, non-infringement, fitness for any particular purpose, or any warranties arising from a course of dealing, course of performance, or usage of trade, and warranties of accuracy, completeness or timeliness of the information obtained through the services.
Commonplace provides the information through the services for informational purposes only. No information should be construed as tax, financial, legal, real-estate, or other professional advice. We shall not be liable for reliance on any information provided, or made available, through the services.
Commonplace does not guarantee that (1) that any portion of the services will be free of infection by viruses, worms, trojan horses or anything else manifesting contaminating or destructive properties, or (2) access to or use of the services will be uninterrupted or error-free or that defects in the services will be corrected. You are responsible for implementing procedures sufficient to satisfy your needs for data back up and security.
To the maximum extent permitted by applicable law, statutory or otherwise, and in connection with any warranty, contract, or common law tort claims: (I) in no event shall commonplace be liable for any special, incidental, exemplary, consequential, or indirect damages for loss of business profits, business interruption, loss of business information/data, or any other pecuniary loss of any kind arising out of the use or inability to use the services or the content, even if commonplace has been advised of the possibility of such damages, and (ii) commonplace's liability in the aggregate for any direct damages not attributable to personal injury shall in no event exceed one hundred united states dollars (us $100).
Some jurisdictions do not allow the exclusion of certain warranties as set forth above or the limitations of liability set forth in this section. Therefore, some of the above disclaimers of warranty and/or limitations on liability may not apply to you.
Nothing here shall affect any non-waivable statutory rights that apply to you.
You agree to indemnify and hold harmless Commonplace, for any claims made by a third party against Commonplace, or its related entities or affiliates, or any of their directors, officers, managers, employees, owners, donors, agents, or licensors from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (i) your use of the Services and Content, (ii) your violation of this Agreement, or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
8. Changes to the Agreement
These Terms of Service are effective as of the last updated date stated at the top. We may change these Terms of Service from time to time with or without notice to you. By accessing the Services after we make any such changes to these Terms of Service, you are deemed to have accepted such changes. Please refer back to these Terms of Service on a regular basis.
9. Termination of the Agreement
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and the Services, and your access to all or any part of the Services, at any time and for any reason without prior notice or liability. Sections 2, 4, 6-16 shall survive the termination of this Agreement.
10. External Sites
The Services may contain links to third-party websites ("External Sites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
11. Compliance with Applicable Laws
The Services are based in the United States. We make no claims concerning whether the Services or Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Services or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
12. Binding Arbitration
In the event of a dispute arising between you and Commonplace under or relating to this Agreement, the Content, or the Services (not a dispute between Users) (each, a "Dispute"), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act ("FAA"). Any election to arbitrate, at any time, shall be final and binding on the other party. NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT'S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS' Streamlined Arbitration Rules and Procedures. All applicable JAMS' rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator's award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 15 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
13. Class Action Waiver
You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually. To the full extent permitted by law, (I) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) 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 you may bring claims against us only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
14. Equitable Relief
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York for purposes of any such action by us.
15. Controlling Law
This Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.
Nothing in this Agreement shall be construed as making either party the partner, joint venturer, agent, legal representative, employer or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. No failure or delay by Commonplace in exercising any right or remedy under this Agreement will operate, or be deemed to operate, as a waiver of any such right or remedy. This Agreement constitutes the final and complete agreement between you and Commonplace regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations, or agreements between us, whether oral or written. This Agreement will be binding and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. If any provision of this Agreement should, for any reason, be held invalid, prohibited by law or unenforceable in any respect, such term will not apply. However, the remainder of this Agreement shall be enforced to the full extent permitted by law. Headings are for convenience only and shall not be used to limit or interpret the meaning of any of the provisions of the Agreement. Terms which by their nature are intended to survive indefinitely shall survive and shall apply to you even if you have canceled your account or stopped using the Services, including, without limitation, the limitations of liability, indemnity, and dispute resolution provisions.
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