Terms and Conditions
BEHRINGER WEBSITE TERMS AND CONDITIONS
1. LICENSE TO THE CONTENT. Behringer grants you a limited, nonexclusive, nontransferable license during the Term (defined below) to access the Website solely to display the Content for informational purposes only and to print and/or save copies of the Content with or on your personal computer, solely for your use in obtaining information regarding the Behringer Entities or your existing investment in a Behringer Entity through your account with the Website, if any. Any other use of the Content or the Website is expressly prohibited. All other rights in the Content and the Website are reserved by Behringer and its licensors. Behringer reserves all rights in the Website and you agree these Terms and Conditions do not grant you any rights in or licenses to the Website, except for this express, limited license. You will not otherwise copy, transmit, distribute, sell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another Website, or in any other way exploit any of the Content or any other part of the Website or any derivative works thereof, in whole or in part for commercial or non-commercial purposes without the express prior written permission of Behringer. Without limiting the foregoing, you will not frame or display the Website (or any part of the Website) as part of any Website or any other work of authorship without the express prior written permission of Behringer.
2. PRODUCTS AND SERVICES. The information regarding the Behringer Entities provided on the Website may change at any time. In addition, eligibility or suitability requirements or the objective to create an account with the Website may apply for access to this information or any transaction with or regarding the Behringer Entities and they may not be available in all geographic areas.
3. WEBSITE ACCURACY. Although Behringer has tried to provide accurate and timely information on the Website, please be aware that the Website (including without limitation the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. The information published on the Website is provided for informational purposes only with expectation or warranty as to the accuracy thereof. If you need specific details about any information contained in this Website, you should contact Behringer as provided in the "Contact Us" section of the Website.
4. WEBSITE RESTRICTIONS. As a condition of your use of the Website, you represent and warrant that you shall not use the Website for any purpose that is unlawful or that is prohibited by these Terms and Conditions. You will not submit any false, misleading or inaccurate information to the Website. You will abide by all applicable local, state, national and international laws and regulations and you shall be solely responsible and liable for all of your acts or omissions that occur while you use the Website. By way of example, and not as a limitation, you will not use the Website to:
- Defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to,rights of privacy, publicity and intellectual property) of others;
- Publish, distribute or disseminate any harmful, inappropriate, profane, vulgar, infringing, obscene, tortious, indecent, immoral, or otherwise objectionable material or information;
- Transmit or upload any material to the Website that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;
- Interfere with or disrupt the Website networks or servers;
- Harvest or otherwise collect information from the Website about others, including, without limitation, e-mail addresses, without proper consent;
- Use the account, login identification, or password of another party to access the Website or any account on this Website;
- Otherwise attempt to gain unauthorized access to the Website, any Website account, other accounts, computer systems or networks connected to the Website, through password mining or any other means; or
- Interfere with another party's use or enjoyment of the Website.
Behringer has no obligation to monitor your use of the Website or retain the content of any of your sessions on the Website. By transmitting information through the Website, you accept the risk that such information, as well as any information that we transmit to you, may be intercepted by third parties. In addition, messages that you send to us by e-mail may not be secure. We recommend that you do not send any confidential information to us by e-mail. If you choose to send any confidential information to us via e-mail, you accept the risk that this information may be intercepted by a third party. Behringer reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request or as otherwise may be legally permissible.
5. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BEHRINGER AND THE OTHER BEHRINGER ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND IN RESPECT OF THIS WEBSITE, INCLUDING WITHOUT LIMITATION REGARDING ANY CONTENT OR OTHER INFORMATION ACCESSED THROUGH THIS WEBSITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. NO MATERIALS OR OTHER ADVICE OR INFORMATION, WHETHER ORAL, WRITTEN OR IN ANOTHER FORM, OBTAINED BY YOU THROUGH THIS WEBSITE OR OTHERWISE, WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OR FROM THIS WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR ANY APPLICATIONS THEREON OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED TO YOU "AS IS."
6. LINKS WITH OTHER WEBSITES. Behringer may provide links to other Websites or resources ("Linked Sites"). You acknowledge and agree that no Behringer Entity has control over and is not responsible for the Linked Sites. Any reference to or use of tangible or intangible property, a product, service, or process does not imply Behringer's recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. You agree that the Behringer Entities shall not be responsible or liable, directly or indirectly, for any damage or loss arising out of or relating to the Linked Sites, including, without limitation, content, property, goods or services available on the Linked Sites. Links to this Website are not permitted without the express prior permission of Behringer.
7. INDEMNIFICATION. You agree to defend, indemnify, and hold each of the Behringer Entities harmless from any and all damages, costs and expenses, including without limitation reasonable attorneys' fees, arising out of or relating to any and all third party claims, demands or allegations arising out of or relating to your use of this Website, including without limitation arising out of or relating to your violation of the Terms and Conditions, any applicable laws, or your violation of any rights of a third party.
8. MODIFICATIONS. Behringer may change the Terms and Conditions from time to time. Behringer will require your assent to the revised Terms and Conditions. If you do not provide such an assent, such as continuing to use this Website after such changes are made, clicking through the applicable "I Agree" or similar button, among other methods, then your use of the Website will terminate in accordance with Section 12 below. Behringer reserves the right to modify or temporarily discontinue your access to this Website or parts thereof, with or without notice to you. You agree that Behringer shall not be liable to you, your principal or any third-party for any modification to the Website or your access to the Website.
9. INTERNET ACCESS. To use the Website, you must at no cost to Behringer: (a) provide for your own access to the World Wide Web and pay any service fees associated with such access; and (b) provide all equipment necessary for you to make such connection to the World Wide Web, including, without limitation, a computer and modem or broadband Internet connection.
10. SECURITIES LAW AND OFFERINGS. Please consult your tax and/or your financial advisor for more information on how investment products of the type offered by Behringer may pertain to your particular investment strategy. This Website contains forward-looking statements relating to the business and financial outlook of Behringer programs that are based on our current expectations, estimates, forecasts, and projections and are not guarantees of future performance. Actual results may differ materially from those expressed in these forward-looking statements, and investors should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this Website. Such factors include those described in the "Risk Factors" section of the latest applicable prospectus or private placement memorandum for the offering of Behringer-sponsored investment programs. Forward-looking statements in this Website speak only as of the date on which such statements were made, and Behringer undertakes no obligation to update any such statements that may become untrue because of subsequent events. Diversification does not ensure a profit or guarantee against a loss. There can be no assurance that the investment objectives described for any particular investment program will be achieved.
Investments in Behringer-sponsored investment programs are subject to substantial risks. These risks include:
- Absence of a public market for the securities
- Limited operating history
- Lack of experience managing a registered closed-end fund
- Absence of investments identified for acquisition
- Limited transferability and lack of liquidity
- Reinvestment risk
- Risks related to failing to qualify as the desired business entity for U.S. federal income tax purposes
- Exposure to credit risk, interest rate risk and currency rate risk
- Possibility of substantial delay before distributions are made
- Risks associated with lending activities, including underlying borrower fraud
- Risks associated with investing in foreign securities
- No assurance that distributions will be made at any particular rate or frequency
- Until the proceeds from an offering are invested and generating cash flow from operating activities, some or all of the distributions will be paid from other sources, which could result in less proceeds to make investments.
- Reliance on and payment of significant fees to the program's advisor or general partner and its affiliates
- Potential conflicts of interest
- Lack of diversification in investment holdings
- Potential development risks and construction delays
- The potential inability to retain current tenants and attract new tenants
- Risk that a program's operating results will be negatively affected by economic and regulatory changes
- Risk that the program will not achieve all of its objectives if it does not complete its securities offerings
- Risks related to investments in distressed properties or and non-investment grade debt
- Risks typically associated with real estate and real estate-related debt securities
- Special risks associated with investing in commercial vessels, including changes in charter rates and overbuilding of ships
- Potential effect of international and foreign laws
- Inability of tenants to pay their leases
- Potential effect of environmental, regulatory, political and general market risks on the performance of energy companies
- Unforeseen increases in operating and capital expenses
- Possibility of decline in real estate values
- Risks associated with investing in small and middle market companies
- Lack of availability of due diligence information
- Inability to adequately value distressed assets
- Risks related to fluctuating supply and demand for energy products.
For more information about Behringer-sponsored investment programs, including investment policies, charges, and expenses, call us toll free at 800.655.3600. There can be no assurance that the objectives of any Behringer-sponsored investment program will be achieved. There is no guarantee that past performance will continue in future results. There is no assurance that a secondary market will exist for Behringer-sponsored investment program securities.
The material in this Website does not constitute an offer to sell, nor a solicitation of an offer to buy the securities described herein. Such an offering is made only by means of a prospectus or private placement memorandum. This material must be read in conjunction with the applicable prospectus or private placement memorandum in order to fully understand all the implications and risks of any offering of securities to which it relates.
11. NOT AN OFFER. This content posted on the Website is provided solely for informational purposes. The material in this Website does not constitute an offer to sell, nor a solicitation of an offer to buy, any securities. Such an offering is made only by means of applicable offering documents. Certain of the information contained in the Website relates to Behringer sponsored investment programs (the "Investment Programs"). Securities of these Investment Programs are offered by Behringer Securities LP, a Behringer affiliated entity, as dealer manager. Behringer Securities LP is a member of FINRA and SIPC. Certain of the properties that are identified as owned by an Investment Program may be partially owned by such program.
12. TERMINATION. Behringer may, in its sole discretion, immediately terminate your access to this Website should you fail to adhere to these Terms and Conditions. You agree that the Behringer Parties shall not be liable to you or any third party for termination of these Terms and Conditions. Should you object to any terms or conditions of these Terms and Conditions or any subsequent modifications to these Terms and Conditions or become dissatisfied with any part of the Website in any way, your sole and exclusive remedy is to immediately: (1) terminate use of the Website; and (2) notify Behringer in writing of your termination of your agreement to these Terms and Conditions. The period during which you are permitted to use this Website is referred to herein as the "Term." Upon expiration of the Term or termination of these Terms and Conditions, your license rights to the Website immediately cease. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, and 18 and any other provision of these Terms and Conditions that by their terms or necessary implication would survive after termination shall survive and remain in full force and effect after termination.
13. ARBITRATION. You agree with Behringer that any dispute arising in connection with these Terms and Conditions or the performance of any party under these Terms and Conditions or otherwise relating to these Terms and Conditions shall be referred to binding arbitration in Dallas, Texas, 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 any of the Behringer Entities 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.
14. EQUITABLE RELIEF. You acknowledge that any use or threatened use of this Website or Content in a manner inconsistent with these Terms and Conditions shall cause immediate irreparable harm to Behringer and/or the other Behringer Entities for which there is no adequate remedy at law. Accordingly, you acknowledge and agree that Behringer and the other Behringer Entities shall be entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of any such breach or threatened breach by you. You agree and stipulate that Behringer and the Behringer Entities shall be entitled to such injunctive relief without posting a bond or other security; provided however that if the posting of a bond is a prerequisite to obtaining injunctive relief, then a bond in the amount of $1,000 shall be sufficient. Nothing contained herein shall limit the right of Behringer or any other Behringer Entity to any remedies at law, including without limitation the recovery of damages from you for breach of these Terms and Conditions, as applicable.
15. ASSIGNMENT. YOU WILL NOT ASSIGN, INCLUDING WITHOUT LIMITATION BY OPERATION OF LAW, CHANGE OF CONTROL OR OTHERWISE, YOUR RIGHTS OR LICENSES TO THIS WEBSITE PROVIDED UNDER THESE TERMS AND CONDITIONS, EITHER IN WHOLE OR IN PART WITHOUT THE PRIOR WRITTEN CONSENT OF BEHRINGER. BEHRINGER SHALL HAVE THE RIGHT TO ASSIGN THESE TERMS AND CONDITIONS. ANY ATTEMPT TO ASSIGN THESE TERMS AND CONDITIONS CONTRARY TO THIS SECTION WILL BE VOID AND HAVE NO EFFECT.
16. COPYRIGHT AND TRADE NAMES. ALL OF THE INFORMATION ON THIS WEBSITE, INCLUDING TEXT, IMAGES, GRAPHICS AND SOFTWARE, IS THE PROPERTY OF STRATERA HOLDINGS, LLC, EXCEPT AS OTHERWISE INDICATED, AND IS PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. IN ADDITION, THE COLLECTION, ARRANGEMENT AND ASSEMBLY OF CONTENT ON THIS WEBSITE IS THE EXCLUSIVE PROPERTY OF STRATERA HOLDINGS, LLC AND IS LIKEWISE PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. YOU MAY VIEW, DOWNLOAD AND REPRINT INFORMATION AND MATERIALS CONTAINED ON THIS WEBSITE (I) SOLELY FOR INFORMATIONAL PURPOSES AND FOR NO OTHER PURPOSE, AND (II) PROVIDED THAT NEITHER THE MATERIALS, NOR ANY PROPRIETARY NOTICES THEREIN ARE MODIFIED OR ALTERED IN ANY WAY.
The Website is Copyright © 2017 Stratera Holdings, LLC. All rights reserved.
Pursuant to Section 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, Behringer designates an agent as described below, to receive notifications of claimed infringement:
Legal name and address of service provider:
Stratera Holdings, LLC
14675 Dallas Parkway, Suite 600
Dallas, TX 75254
Name under which service provider does business:
Behringer Harvard Holdings, LLC
Stanton P. Eigenbrodt
Designated agent's address:
Stanton P. Eigenbrodt
14675 Dallas Parkway, Suite 600
Dallas, TX 75254
Telephone, fax, and e-mail address of designated agent:
The Website features trade names, logos and other trademarks and service marks that are the property of, or are licensed to, Stratera Holdings, LLC or other Behringer Entities. The Website may also include trademarks or service marks of third parties. All of these trademarks are the property of their owners and you agree not to use or display them in any manner without the prior written permission of the applicable trademark owner. You also agree not to use, copy, modify or display any of these marks in any manner likely to cause confusion or in any manner that disparages or discredits any Behringer Entity. Without limitation the following are proprietary trade names of Behringer Entities owned by Behringer Harvard Holdings, LLC: Behringer, Behringer Harvard Funds, HPT, Behringer, Behringer Securities, Behringer Development, Behringer Harvard REIT, Behringer Harvard Mid-Term Value Enhancement Liquidating Trust, Behringer Harvard Short-Term Opportunity Liquidating Trust, Behringer Harvard Opportunity REIT, Behringer Harvard Multifamily REIT, Behringer Harvard Strategic Opportunity Fund, Investing in America's Commercial Real Estate and National Income Properties.
17. NOTICE. Any notice required or allowed under these Terms and Conditions shall be deemed properly given and effective upon (a) (i) actual delivery, if delivery is by hand; (ii) upon receipt by the transmitting party of confirmation or answer back, if delivery is by telex, telegram or facsimile; (iii) five (5) days after delivery into the regular mail, postage prepaid by registered or certified mail, return receipt-requested to the respective party at the following address; or (b) if you have provided an e-mail address, to you immediately upon transmittal of an e-mail to such e-mail address:
If to you:
Such notice will be sent to you based on the contact information you have submitted to Behringer.
If to Behringer:
14675 Dallas Parkway, Suite 600
Dallas, TX 75254
ATTENTION: Chief Legal Officer
or at such other address as the parties may designate by notice given pursuant to this clause.
18. GENERAL. THE TERMS AND CONDITIONS AND THE RELATIONSHIP BETWEEN YOU AND BEHRINGER AND THE OTHER BEHRINGER ENTITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. Subject to Section 13 (Arbitration), you and Behringer agree to submit to the non-exclusive jurisdiction of the courts located within the County of Dallas, State of Texas, provided that any lawsuits or other claims brought by you must be brought exclusively within the County of Dallas, State of Texas. You hereby consent and submit to the exclusive in personam jurisdiction of such courts, waive any objection based on forum non conveniens and waive any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above. The failure of Behringer to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the intentions thereof as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect. The section titles in the Terms and Conditions are for convenience only and have no legal or contractual effect. Behringer shall not be liable for delays or failure to make this Website (including without limitation the Content) available, whether or not due to any cause or conditions beyond Behringer's reasonable control. Behringer agrees to make this Website available hereunder as an independent contractor, and in no event shall the employees and/or agents of Behringer or any of the other Behringer Entities be deemed your employees and/or agents. Each party acknowledges that it is not entering into these Terms and Conditions on the basis of any representation not expressly contained in the Terms and Conditions. The Terms and Conditions constitutes the entire agreement between you and Behringer (and the other Behringer Entities) concerning subject matter of these Terms and Conditions, and supersedes and cancels any and all prior or contemporaneous agreements (including any prior terms and conditions) or contracts, whether written or oral.