Terms of Use
IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN EACH VISITOR OR END USER (referenced herein as “you” or “user” or with “your”) AND SANTERIAN, LLC (“Santerian”) THAT APPLIES EACH TIME YOU ACCESS OR USE ANY SANTERIAN WEBSITE, SOCIAL MEDIA PAGE, ONLINE PORTAL, OR WEB APPLICATION (with any such portal referenced herein as the “Portal”, and any website, page, portal, or platform referenced collectively as the “Platform”). YOU SHOULD THEREFORE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF USE AGREEMENT (“TOU”) AS THEY GOVERN YOUR USE OF THE PLATFORM. IF YOU DO NOT AGREE WITH THIS TOU, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE PLATFORM AND ARE INSTRUCTED TO EXIT THE PLATFORM IMMEDIATELY.
PLEASE BE AWARE THAT THIS TOU ALSO INCLUDES A MANDATORY, BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT, AMONG OTHER THINGS, WAIVES YOUR RIGHT TO A COURT HEARING AND JURY TRIAL.
Santerian reserves the right to modify, terminate, and/or suspend the operation of the Platform, as well as the provision of any or all products or services via the Platform, without notice or liability, at any time and for any or no reason in its sole and absolute discretion.
License Grant. This TOU provides to you a personal, revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to access and use the Platform conditioned on your continued compliance with the terms and conditions of this TOU. You may print a single print copy or make a single screen shot of the materials and information from the Platform solely for your personal, noncommercial use, provided that all hard copies contain all trademark and other applicable notices contained in such materials and information. If you need additional rights to data or copies, please contact Santerian at [ info@santerian.com ].
No Additional Rights. Except as expressly provided herein, Santerian does not grant any other express or implied right to you or any other person. Accordingly, you may not modify, translate, decompile, reverse engineer, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove, or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use the Platform in any manner not expressly permitted herein.
User Obligations. You represent that you are at least 18 years of age, that you are not a competitor of Santerian and that you will, at all times, provide true, accurate, current, and complete information (for which you have all necessary rights, permission(s), or authority) when submitting information through the Platform, including, without limitation, when you provide information via the Portal registration or submission form. In addition, you are accessing the Platform of your own volition and are responsible for your reliance on any available information from the Platform and compliance with all applicable laws, rules, and regulations with respect to your use of the Platform (including use of any permitted copies of the Platform materials and information). You represent that the performance of your obligations under this TOU will not violate, conflict with, or result in a default under any other agreement, including, without limitation, confidentiality agreements between you and third parties. If you use the Platform in your capacity as an employee, owner, or otherwise as an agent of another person or entity, you agree on behalf of yourself and such person or entity, jointly and severally, to be bound by this TOU. Your consent to be bound to any consents, notices, disclosures, or other records or documents to be entered into between you and Santerian (“Electronic Contracts”), whether by typing your name, checking a box, pressing a button, clicking through a link, or otherwise demonstrating your intent to be bound to such Electronic Contract, shall create a legal, valid, and binding contract enforceable against you in accordance with its terms.
You agree that you will not: (a) access or use the Platform in any manner that could damage, disable, overburden, place an unreasonable load on, interfere or attempt to interfere with the proper working of, or impair the Platform, or the account of any other user; (b) impersonate another person or misrepresent your affiliation with another person or entity, such as by using another person’s username, password or other account information, or attempt to gain unauthorized access to any part of this Platform or any user accounts; (c) record, process, or mine information about other users, or access, retrieve, or index any portion of this Platform; or (d) assist, encourage, or enable others to do any of the preceding activities.
Privacy Policy. You understand, acknowledge, and agree that the operation of certain areas of the Platform may require or involve the submission, use, and dissemination of various personal information. Please see Santerian’s Privacy Policy at [ https://www.santerian.com/privacy-policy/ ] for a summary of Santerian’s personal information collection and use practices. Any information submitted by you through the Platform will be pursuant to Santerian’s Privacy Policy (and any related disclosure) and includes a right and license from you to allow Santerian to use such information in accordance therewith.
Proprietary Rights. This TOU provides only a limited license to access and use the Platform. The Platform (including its content or information) is owned by Santerian and/or its licensor(s). Accordingly, you expressly acknowledge and agree that Santerian transfers no ownership or intellectual property right, title, or interest in and to the Platform to you or anyone else. All trademarks, service marks, text, graphics, headers, icons, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including HTML, CSS, XML, and JavaScript code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Platform, unless otherwise indicated, are owned, controlled, and licensed by Santerian and/or its licensors.
Links to Third Parties. Santerian may provide links, in its sole discretion, to other Internet sites or networks (including social media networks) (collectively, “Third-Party Content”) for your convenience in locating or accessing related information and/or services. These other sites or networks are maintained by third parties over which Santerian exercises no control. Your correspondence or any other dealings with third parties are solely between you and such third party. Santerian does not endorse or take responsibility for any Third-Party Content. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided directly by Santerian, are solely the opinions and the responsibility of the person or entity providing those materials. You understand that Santerian has no obligation to, and does not, approve or monitor materials provided by third parties through this Platform. Your use of Third-Party Content is at your own risk.
If we provide links to social media platforms, such as Facebook or Twitter, and you choose to visit such platforms through our links, please note that the information you post, transmit, or make available on such platforms may be viewed by the public. Santerian is not responsible for any third party use of any information you post, transmit, or make available on such platforms.
Portal Specific Terms. In the event you use the Platform to access a Portal, the following additional terms, conditions, and obligations shall apply.
7.1 Account. In order to access the Portal, you are required to create an account (your “Account”) and provide certain personally identifiable information, such as your name, phone number, e-mail address, tax information, financial information, or other contact information (“Information”). Registration for access to and use of the Portal may also require access credentials, such as a username and a password, or adherence to other particular access requirements as designated by Santerian in its sole discretion from time to time. Each Account is for a single user only, unless otherwise expressly agreed upon by Santerian. Santerian reserves the right to refuse or reject any request to create an Account for any or no reason, at Santerian’s sole discretion. You hereby agree to consider your access credentials as confidential information and not to disclose such information to any third party, and not to provide any other person with access to any portion of the Portal using your Account or other information. Any access to or use of the Portal through your Account will be deemed as being accessed or used by you. You shall immediately notify Santerian at [ info@santerian.com ] if you suspect or become aware of any loss or theft of your password or any unauthorized use of your username. Santerian may disable your username, password, or other access credential identifier if at any time Santerian believes there has been unauthorized access to your Account.
7.2 Termination. You may terminate your Account at any time by emailing Santerian at [ info@santerian.com ]. Santerian may cancel, suspend, or terminate your Account (in addition to taking or reserving any other remedies) at any time for any reason, including if it has reason to suspect that you have breached this TOU or that any of your Information is not authorized, legitimate, correct, current, and complete. Santerian reserves the right to delete any or all of your Information from the Portal. You agree that Santerian will have no liability whatsoever to you or any other party as a result of a termination of your access to our Sites and to your account and/or as a result of the deletion or loss of any information, files or materials in or related to your account. In the event your Account is terminated, this TOU shall continue in full force and effect to the extent permitted by applicable law.
7.3 Confidentiality. Certain confidential information may be available on the Portal, including, without limitation, financial reports, offering memoranda, monthly operating reports, financial reports, tax information, K1s, leasing reports, construction updates and summaries, Operating Agreements, distribution information, return analysis, subscription documents, and Fund (as defined below) information (“Confidential Information”) that relates to Santerian, its affiliates, or affiliated investment funds (collectively, the “Disclosing Parties”). You understand that such Confidential Information constitutes trade secrets and that disclosure of it will cause substantial and irreparable competitive harm, as well as financial and strategic damage, to the Disclosing Parties, their affiliates, and/or the investment funds and opportunities managed by the Disclosing Parties or their affiliates (each a “Fund”).
You agree to maintain such Confidential Information in strict confidence and to only use it in connection with an evaluation or the monitoring of your investment in such Fund, subject to all other terms and conditions set forth herein. In addition, you agree that any Confidential Information on the Portal shall not be disclosed to any other person or entity, or reproduced in any manner (by print, by electronic means, or otherwise) without the express written authorization of the applicable Disclosing Party; provided, that such Confidential Information may be disclosed on a need-to-know basis to other employees of your organization and to your investment advisers (so long as: (i) they are bound by an obligation to maintain the confidentiality of such information that is at least as protective as your obligations under this TOU; and (ii) such other employees and investment advisers are not given your password to access this Portal) or as explicitly required by applicable law, subject to all other terms and conditions set forth herein. You are responsible for the consequences of use, disclosure, transmission, and/or any other dissemination of any information from the Portal by such employees, investment advisers, and any other party that accesses, uses, or receives such Confidential Information through you or your Portal access or Account (if applicable).
DISCLAIMER OF WARRANTIES. SANTERIAN DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL OPERATE ERROR-FREE (OR ON AN UNINTERRUPTED BASIS) OR THAT THE INFORMATION AVAILABLE FROM THE PLATFORM WILL ACHIEVE ANY RESULT OR INFORM (OR GUIDE) ANY THIRD PARTY. THE PLATFORM (INCLUDING ITS AVAILABLE INFORMATION) IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND SANTERIAN HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AS TO ACCURACY, COMPLETENESS, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, SANTERIAN EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY THIRD PARTY-PROVIDED MATERIALS, PROGRAMS, PRODUCTS, AND SERVICES SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE PLATFORM, AND YOU AGREE THAT SANTERIAN SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH DEALINGS BETWEEN YOU AND A THIRD PARTY.
LIMITATION OF LIABILITY. SANTERIAN SHALL NOT BE RESPONSIBLE FOR ANY CLAIM OF HARM OR LOSSES RESULTING FROM A CAUSE BEYOND SANTERIAN’S CONTROL, INCLUDING FROM ANY THIRD PARTY’S USE OF THE PLATFORM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SANTERIAN BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE PLATFORM OR FOR ANY INFORMATION AND MATERIALS AVAILABLE THROUGH THE PLATFORM, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF SANTERIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TOTAL LIABILITY OF SANTERIAN FOR ANY REASON WHATSOEVER RELATED TO USE OF THE PLATFORM SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR USE OF THE PLATFORM DURING THE LAST TWELVE (12) MONTHS OR TEN DOLLARS ($10 (US)), WHICHEVER IS GREATER.
Indemnification. You agree to indemnify, defend, and hold Santerian, as well as Santerian’s affiliates, suppliers, licensors, and partners, including the shareholders, officers, directors, members, managers, successors, assigns, employees, agents, and representatives of each of them (collectively, the “Santerian Parties”) harmless from and against any and all claims, allegations, demands, actions, causes of action, lawsuits, investigations, and proceedings (including any and all liability, damages, expenses and costs (including, but not limited to, attorneys’ fees and court costs), settlements, fines, penalties, and losses of any kind or nature whatsoever) resulting from any of the foregoing (collectively, “Claims”) arising out of or relating to your breach of this TOU.
Santerian reserves the right to, but is not obligated to, assume the exclusive defense and control of any Claims for which you are required to indemnify the Santerian Parties, and you agree to cooperate with Santerian’s defense of such Claims. You agree not to settle any Claim without Santerian’s prior written consent. Santerian will use reasonable efforts to notify you of any Claim when Santerian becomes aware of it. Each of the Santerian Parties is an express third party beneficiary of this indemnification provision, with full rights to enforce its terms.
Notice for California Users. Under California Civil Code Section 1789.3, California users of the Platform are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Governing Law. This TOU has been made in and will be construed and enforced in accordance with the laws of the State of Georgia.
Enforcing Security on the Platform. Santerian reserves the right to view, monitor, and record activity on the Platform without notice or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Platform as well as to disclosures required by or under applicable law or related government agency actions. Santerian will also comply with all court orders or subpoenas involving requests for such information.
Injunctive Relief. You acknowledge that any breach, threatened or actual, of this TOU, including, without limitation, with respect to unauthorized use of Santerian proprietary rights or assets, will cause irreparable injury to Santerian, such injury would not be quantifiable in monetary damages, and Santerian would not have an adequate remedy at law. You therefore agree that Santerian shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOU. Accordingly, you hereby waive any requirement that Santerian post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Santerian to enforce any provision of this TOU.
Feedback. Santerian welcomes your feedback and suggestions about Santerian’s products or services or with respect to how to improve the Platform. By transmitting any suggestions, information, material, or other content (collectively, “Feedback”) to Santerian, you represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to Santerian and enable Santerian to use such Feedback. In addition, any Feedback received by Santerian will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license from you for Santerian to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist therein, and you hereby waive any claim to the contrary.
Copyright and Trademark Issues. While we are not obligated to review content submitted for copyright or trademark infringement, we are committed to protecting copyrights and trademarks and expect users of our Sites to do the same. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. It is our policy, in appropriate circumstances, to terminate the accounts of users who are repeat infringers or are repeatedly charged with infringement.
DMCA Take-Down Notice. If you believe in good faith that any material used or displayed on or through our Sites infringes your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include all of the following information:
a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works);
identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on our Sites;
the name, address, telephone number and email address (if available) of the complaining party;
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 (e.g., as a fair use); and
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.
DMCA Counter-Notice. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov for details. A counter notice must include all of the following information:
Your signature, which may be provided electronically by typing your name;
Identification of the material that has been removed or to which access has been disabled. For listings, please provide the listing URL to each item before it was removed or disabled;
A statement made under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material;
Your name, address, telephone number, and email address; and
A statement that you consent to the jurisdiction of the Federal Court for the judicial district in which you are located, or if your address is located outside the United States, for any judicial district in the County of Chatham, State of Georgia, and that you will accept service of process from the person who provided the original notification or an agent of such person.
Misrepresentation. If you misrepresent that material is not infringing, you may be liable for damages (including costs and attorneys’ fees). If you are not sure whether or not the material is infringing, please contact an attorney before submitting a counter notice. Fraudulent or abusive counter notices or other misuse of our Intellectual Property Policy may result in account termination or other legal consequences. DMCA notices and counter-notices regarding our Sites, or notices concerning trademark use in our Sites, should be sent to:
Santerian, LLC
20 Towne Drive
Suite 350
Bluffton, SC 29910
Email: info@santerian.com
Term & Termination. This TOU will take effect (or re-take effect) at the moment you begin downloading, accessing, or using the Platform, whichever is earliest. Santerian reserves the right at any time and on any grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this TOU, to deny your access to the Platform or to any portion thereof. This TOU will terminate automatically if you fail to comply with its terms, subject to the survival rights of certain provisions identified below. Termination will be effective without prior notice and may impact (and prohibit) submission of any information. You may also terminate this TOU at any time by ceasing to use the Platform, but all applicable provisions of this TOU will survive termination, as identified below. Upon termination, you must destroy all copies of any aspect of the Platform in your possession. The provisions concerning Santerian’s Proprietary Rights, Feedback, DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY, Waiver & Severability, Entire Agreement, Injunctive Relief, and Governing Law will survive the termination of this TOU for any reason.
Waiver & Severability. Failure to insist on strict performance of any of the terms in this TOU will not operate as a waiver of any subsequent default or failure of performance. No waiver by Santerian of any right under this TOU will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. If any part of this TOU is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of this TOU shall continue in effect.
Geographic Restrictions. The Platform and all materials on the Platform (“Site Content”) are presented solely to provide information regarding Santerian’s services available in the United States. Santerian makes no representation that the Site Content is appropriate or available for use in other countries or jurisdictions. Access to the Platform may not be legal by certain persons or in certain countries. Any users who access the Platform from other countries or jurisdictions are solely responsible for compliance with local laws in that territory, if and to the extent such local laws are applicable.
Beneficiaries. Nothing in this TOU is intended to, nor will be deemed to, confer rights or remedies upon any third party except as provided in Section 10.
Headings. Headings are solely for reference and shall not affect the meaning of this TOU.
Notices. To send notices to Santerian, or if you have any questions regarding this TOU, please contact Santerian at [ info@santerian.com ] or at the address in Section 16.3.
Arbitration and Class Action Waiver. Any dispute, controversy, or claim arising out of or in connection with or relating to your use of this Platform or this TOU, or any breach or alleged breach of this TOU, shall be submitted to a single neutral arbitrator and settled by binding arbitration administered by the American Arbitration Association pursuant to its Commercial Arbitration Rules then in effect. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. The arbitration shall be conducted in Georgia. Judgment upon the award shall be binding and may be entered in any court of competent jurisdiction. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS TOU. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS TOU OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Entire Agreement. No joint venture, partnership, employment, affiliate, or agency relationship exists between you and Santerian as result of this TOU or your utilization of the Platform. This TOU and Santerian’s Privacy Policy represent the entire agreement between you and Santerian with respect to use of the Platform, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Santerian with respect to the Platform. You may not assign, delegate, or transfer any rights under this TOU without the prior written consent of Santerian. Please note that Santerian reserves the right to change the terms and conditions of this TOU by posting a revised TOU. In addition, Santerian may add, modify, or delete any aspect, program, or feature of the Platform (including any available information), but Santerian is not under any obligation to add any upgrade, enhancement, or modification. Your continued use of the Platform following any change will be conclusively deemed acceptance of such change to the terms and conditions of this TOU (and acceptance of the version of this TOU then in effect). Accordingly, please review the TOU found at this location on a periodic basis.