Terms and Conditions relating to the use of the Bricksave Real Estate Crowdfunding platform.
Welcome to the crowdfunding platform of Bricksave (Diversified Real Estate Asset Management Ltd.), a limited corporation registered under the laws of the United Kingdom (“Bricksave”, the “Company”, “we”, “our” or “us”). Our services, which include investment, content and/or products provided through our Site (as defined below) (collectively the “Service”) are maintained by us. By accessing or using our crowdfunding technology platform at www.bricksave.com, including our subdomains (the “Site”), you (the “User” or “you”) signify that you have read, understood and agreed to be bound by these Terms and Conditions of service (“Terms and Conditions” or “Agreement”), regardless of whether you are registered with our Service or Site.
The Crowdfunding opportunities offered and sold on the Site through private placements are restricted and not publicly traded, and are therefore illiquid. No securities commission or other regulatory authorities have approved, passed upon or endorsed the merits of any offering on this Site. We are not a registered broker-dealer, funding portal or investment advisor and we do not conduct any activity that would require such registration.
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 terms and conditions contained in the investor document package relating to such investment opportunity. The information contained on the Site has been prepared by the Company 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.
The value of investments and the income from them can fall as well as rise. Past performance is not a guarantee of future performance. The content of this Site does not constitute financial, legal, or tax advice. Investors are solely responsible for conducting any legal, accounting, tax or other due diligence review. We may not have verified all information contained in offering materials on the Site. You should obtain investment and tax advice from your advisers before deciding to invest.
None of the information contained on the Site constitutes a recommendation, solicitation or offer to buy or sell any securities, options or other financial instruments or other assets or provide any investment advice or service. Not all Investors are granted access to all portions of the Site. The information and services provided on the Site are not provided to, and may not be used by, any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where the Company is not authorized to provide such information or services. Should Investor be a national or resident of a jurisdiction that establishes minimum capital or income requirements for Investor to be eligible to participate in any of the investment or services offered hereby: (i) It is Investor´s responsibility to ensure investor complies with said requirements; (ii) By executing these Terms and Conditions Investor represents to Company that Investor complies with such requirements; and, (iii) Company may justifiably rely upon said Investor representation of compliance to proceed with any investment transaction.
This Site is to be used solely for Users who are eighteen (18) years of age or older, and any registration by or use of the Site by anyone under 18 is unauthorized and in violation of these Terms and Conditions. By using the Service or the Site, you represent and warrant that you are 18 or older, of legal age to form a binding contract, that all registration information you submit is accurate and truthful and that you agree to and abide by all of the provisions of these Terms and Conditions. Bricksave may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. We must emphasize that if you violate these Terms and Conditions by any way or means, the Company may terminate your membership, delete your profile and any content or information that you have posted on the Site and/or prohibit you from using the Service or the Site, at any time in its sole discretion, with or without notice, including without limitation if the Company has reasonable suspicions that you are under 18. You agree that the Company will not be liable to you or any third party for any termination of your membership.
The Service (and certain pages of the Site) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein are available only to certain registered and authorized Users. Our Service and Site may thus not be available in all jurisdictions or to all Users.
In regard to our offers and sales, only the following requirements must be met in order to be authorized to access such Service and Site: (i) non-US or UK citizens, residents or taxpayers, (ii) if such person represents that his or her access does not violate the laws of his or her country of residence and (iii) have a valid User ID and password (such persons being “Authorized Investors”). Our Service (and certain pages of the Site) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein may not be used by any person or entity in any jurisdiction where the use of our Service or Site would be contrary to applicable laws, rules or regulations of any governmental authority or where we are not authorized to provide such information or services. Your use of the Service or the Site constitutes your affirmative acknowledgment that you are not a US or UK citizen, resident or taxpayer, are not in violation of the laws of your country of residence and waive the protection of any local laws.
Your failure to provide any information and documentation requested to confirm your status as an Authorized Investor will be cause for us to immediately discontinue your use of the Service by preventing your access to the Site and Service.
In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Data Registration, and any other information you provide to us, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. You agree to (i) immediately notify us of any unauthorized use of your password or account or any other breach of security and (ii) ensure that you exit from your account at the end of each session. We will not be liable for any loss or damage arising from your failure to comply with this Section.
The Service may allow you and other Users to submit, post, transmit and share content with other Users. You are solely responsible for such content (which may include photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content) that you upload, publish, provide or display on or through the Service or Site, or transmit to or share with other Users (collectively, the “User Content”). It is against these Terms and Conditions to contact sponsoring real estate operating companies or borrowers directly or to attempt to enter into any transactions with such persons or entities outside of the Service. You understand and agree that we may, but are not obligated to, review and delete or remove without notice any User Content at our sole discretion, including User Content that in our sole judgment violates these Terms and Conditions, might be offensive, illegal or violate the rights of, harm or threaten the safety of Users or others.
By posting User Content to our Site, you automatically grant, represent and warrant that you have the right to grant us an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license, to use, copy, perform, display, reformat, translate, excerpt and distribute such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of or incorporate into other works such User Content and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site at any time. However, if you choose to remove your User Content, the license granted above will not expire.
You may review personal information posted by other Users on the Site, but you are not authorized to disclose or otherwise use such information for any purpose other than assessing the creditworthiness of other Users.
You acknowledge and agree that we may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms and Conditions; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of the Company, its Users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
You must keep us informed of any change in your e-mail address, your home mailing address, or your telephone number so that we can maintain communications with you about your authorization as a registered User and so that you can continue to receive all Disclosures in a timely fashion. You can contact us by e-mail at [email protected] or by calling us at +44 (0)20 3936 3566. You may also reach us at the following address: Bricksave (Diversified Real Estate Asset Management Ltd.), 8A Lower Grosvenor Place, London, SW1W 0EN, United Kingdom.
All content on the Site, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “Site Content”), are our proprietary property with all rights reserved. No Site Content may be used, modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written consent, except that, if you are eligible for use of the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Site Content solely for your personal use, provided that you keep such portions confidential and all copyright or other proprietary notices intact. You may not republish Site Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of the Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms and Conditions shall be construed as conferring any license to intellectual property rights. This license is revocable by Us at any time without notice and with or without cause.
Because the Company mostly operates on the Internet, it is necessary for you to consent to do business with us online and electronically. Before you decide to transact business electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which supports secure sessions; and hardware capable of running this software.
We work with third-party escrow agents and administrators and use third-party bank accounts through which we receive all payments, and make all disbursements through electronic funds transfers using the bank (or other financial institution) account information you provide to us. You authorize such bank or other financial account to pay any amounts described herein, and authorize our agents to make any and all investment disbursements to such account. You agree to provide us with updated information regarding your bank or other account upon the Company’s request and at any time that the information earlier provided is no longer valid.
You must also consent to our giving you certain disclosures electronically, either through our Site or to the email address you provide to us. By agreeing to the Terms and Conditions, you agree to receive electronically all documents, communications, notices, contracts, agreements, forms, schedules or information statements, arising from or relating to your registration as an investor on our Site, any investments you may make, your use of this Service, and the servicing of any investment you may make (each, a “Disclosure”), from us or any service provider we may use.
Your consent to receive Disclosures and transact business electronically applies to any transactions to which such Disclosures relate between you and us. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.
You may not withdraw such consent as long as you have any outstanding investments made through the Site. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered User account with us.
You also expressly consent to receiving messages, including emails (including SMS/text messages), and substantially similar messages widely distributed on telephone answering or voicemail systems from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future.
If you are accessing our site and the Disclosures electronically via a mobile device, in addition to the above requirements, you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. If you do not have these capabilities on your mobile device, please access our site through a device that provides these capabilities.
By using the Bricksave Real Estate Crowdfunding platform you also agree to Lemon Way's Terms & Conditions.
The Site may contain links to third party websites (“Linked Sites”). These links are provided only as a convenience. The inclusion of any link is not, and shall not be construed to imply, an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by the Company of any information, materials, products, or services contained in or accessible through any Linked Site. In no event shall the Company be responsible for the information contained on any Linked Site or your use of or inability to use any Linked Site. Access and use of Linked Sites, including information, material, products and services on Linked Sites or available through Linked Sites, is solely at your own risk. Your access and use of the Linked Sites are governed by the terms and conditions and privacy policies of such Linked Sites, and we encourage you to carefully review all such terms and policies.
Our Site contains confidential information (“Confidential Information”), much of which pertains to the investments listed on our platform. Confidential Information includes all technical and non-technical data. You agree that all Confidential Information will be kept in confidence and that you will only use the Confidential Information for the limited purpose for which it was disclosed. To the extent applicable, you will not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information unless otherwise specified in writing by the disclosing party. These restrictions will not apply to Confidential Information if it (a) was in the public domain at the time of disclosure; (b) became publically available after disclosure without breach of this Agreement; (c) was lawfully received from a third party without such restrictions; (d) was known to you without such restrictions prior to your access to it through our Site; (e) was developed by you without breach of this agreement; (f) was generally made available to third parties by the Company without such restriction; or (g) was required by applicable law or a court order.
You agree to use the Site and Service only for purposes that are legal, proper and in accordance with these Terms and Conditions and any applicable law, rules or regulations. You may not:
If you believe that any material on the Site infringes any copyright which you own or control, you may send a written notification of such infringement to our designated agent at the address or email set forth below:
Bricksave Support Team
8A Lower Grosvenor Place, London, SW1W 0EN, United Kingdom
+41 79 308 56 68
The notification must be a written communication that includes the following: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Bricksave has adopted a policy of terminating at our sole discretion the registrations of Users who are deemed to be repeated infringers. We may also at our sole discretion limit access to the Site and/or terminate the registrations of any User who infringes any intellectual property rights of others, whether or not there is any repeat infringement.
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. If you have a dispute with other Users, you release us and hereby agree to indemnify us from any claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
Bricksave may terminate your access to all or any part of the Site and Service 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 membership. If you wish to terminate your account, you may do so by following the instructions on the Site. Any administrative or processing fees paid to Bricksave are non-refundable. All provisions of this Agreement shall survive termination, including ownership provisions, warranty disclaimers, indemnity and limitations of liability.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.
We do not guarantee the accuracy of any User Content or third party content. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or third party content. We are not responsible for the conduct of any User of the Site or Service. We cannot guarantee and do not promise any specific results from use of the Site and/or the Service.
The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof, including injury or damage to Users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will we be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone’s use of the Site or the Service, any User Content or third party content posted on or through the Site or the Service or transmitted to Users, or any interactions between Users of the Site, whether online or offline.
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAWS, IN NO EVENT WILL WE OR OUR DIRECTORS, OFFICERS, EQUITYHOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE (INCLUDING ANY INVESTMENTS MADE) OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAW OR OTHER LAWS, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US OR OUR DIRECTORS, OFFICERS, EQUITY HOLDERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES.
CERTAIN 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.
You agree to indemnify and hold the Company, its subsidiaries and affiliates, and each of its and their directors, officers, agents, contractors, employees and representatives, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with your use of the Service or the Site, your conduct in connection with the Service or the Site or with other Users of the Service or the Site, or any violation of these Terms and Conditions or of any law or the rights of any third party, any of your User Content, and any third party content you post or share on or through the Site. In addition, you hereby release any claims you may have against us and any employee, officer, director or affiliate of the Company that are in anyway related to your use of the Site or Service, including any recommendations or referrals you may receive as a result of your registration with us. You are solely responsible for your use of the Site or Service, for any content you provide, for any investment decisions you make and for any consequences thereof, including the use of your content by other Users and third parties.
By visiting or using the Site and/or the Service, you agree that the laws of the British Virgin Islands, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms and Conditions. By agreeing to the Terms and using the Site and the Service, you agree to submit to personal jurisdiction in the United Kingdom for all purposes, and you agree to waive, to the maximum extent permitted by law, any right to a trial by jury for any matter. Unless otherwise agreed in writing by you and us, any dispute arising out of or relating to the Terms and Conditions, or any breach thereof, shall be finally resolved by binding arbitration in the United Kingdom. The arbitration will be conducted in the English language before a single arbitrator in the United Kingdom. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Notwithstanding the foregoing, either we or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.
Each registered User represents and warrants that he or she:
The failure of the Company to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms and Conditions is held invalid, the remainder of these Terms and Conditions shall continue in full force and effect. If any provision of this Agreement is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed separable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions.
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