Terms of Service
PRECIOUS TIMBER SA TERMS OF SERVICE
Last Revised: June 29, 2018
Welcome to Precious Timber, S.A. Please read these Terms of Service carefully before using the services offered by Precious Timber, S.A. (“Precious Timber”, “us”, “we”). These Terms of Service set forth the terms and conditions of our relationship and for your (“you”, “user”, “Investor”) use of the precioustimber.com website (the “Site”) and the services, features, content, applications, mobile device applications, apps, offered by Precious Timber (collectively, the “Services”).
You understand that by using the Site or Services, you are agreeing to comply with and be bound by the terms and conditions contained herein (“Terms of Service”).
Users of our Services who meet certain financial requirements (“Investors”) may use the Site to learn more about potential investment opportunities, and those who wish to invest in any such opportunities must qualify as Accredited Investors.
About the Services and our Role
Precious Timber provides the Site and the Services for the following purposes: (1) to disseminate information regarding Precious Timber’s investment opportunities in connection with its portfolio of Central and South American agricultural real estate concerns in which Precious Timber either already has an ownership stake or seeks to acquire such investment an ownership stake (the “Projects”); and (2) provide such information to potential Investors seeking investments in such businesses. All information provided in the Site and/or the Services is strictly for informational purposes only. Nothing contained herein shall constitute an offer to sell to or solicitation of an offer to purchase from any Investor in any jurisdiction. Nothing contained herein is intended to aid in or form the sole basis of any investment decision. Each Investor is expected to perform his/her own full due diligence and ask questions, receive answers, and obtain additional information and conduct their own due diligence review concerning a particular investment. Any investment undertaken must comply with all legal requirements in each jurisdiction in which it purchases, offers, or sells securities.
About Certain Securities Matters
The investment opportunities to purchase securities that may be offered only through the Site and/or Services have not been registered under the Securities Act of 1933 as amended (the “Securities Act”), based upon the reliance on the exemptions from registration provided under Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D promulgated thereunder.
You understand that securities (e.g., units, shares, or other equity instruments comprising opportunities that are made known through the Services) sold through private placements are restricted and not publicly traded and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on this Site.
To the extent that certain investment summaries and/or overviews made available on or through the Site and/or the Services contain summary information regarding the character of the investment opportunities and/or Projects, as well as their principal business terms, 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 discussions contained in the investor document package (including but not limited to a private placement memorandum or other offering circular or prospectus) relating to any such investment opportunity.
All potential Investors are strongly encouraged to consult with professional tax, legal and financial advisors before making any investment or investment decision.
Notwithstanding anything to the contrary in these Terms of Service, in no event shall anything in these Terms of Service be deemed to be a waiver, and Precious Timber will not assert there has been a waiver, that would not be permissible under Section 14 of the Securities Act, Section 29(a) of the Securities Exchange Act of 1934, or any other applicable provision of federal and state securities laws.
You are Responsible for Reviewing Changes to these Terms of Service
These Terms of Service apply to all users of the Site and the Services.
Precious Timber may make changes to these Terms of Service from time to time without specifically notifying you.
Precious Timber will post the latest Terms of Service on the Site and may post it on Precious Timber’s mobile device applications, but it is up to you to review it before using the Site or Services. We will endeavor to provide notices of any changes to these Terms of Service on the Site before those changes are effective. Nonetheless, you are responsible for checking the Site for possible changes to these Terms and for other important information about the Services.
If you continue to use the Site or Services after any of these changes, your continued use will mean that you have accepted any changes to these Terms of Service.
In addition, some services offered through the Site and the Services may be subject to additional terms and conditions specified by Precious Timber from time to time and your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.
You must be 18 or older to use the Precious Timber Site or Services and an Accredited Investor to be an Investor in any Project.
You understand that you may not use the Site or the Services where such use is prohibited.
You understand that the Site and the Services are intended solely for users who are eighteen (18) years of age or older.
You represent and warrant that you are 18 or older and that you agree to abide by all of the terms and conditions of these Terms of Service.
To qualify to invest in any Projects, you must be an Accredited Investor and provide identity verification information and Investor financial information described below.
An Accredited Investor is an Investor who has indicated, and we have made efforts to confirm, he or she has a net worth (individually or jointly) of at least $1,000,000 excluding the value of his or her primary residence or has individual income of at least $200,000 or has joint income of at least $300,000 for the past two years and reasonably expects to reach the same income level this year.
Investor Verification and Suitability Determination
You understand that each Investor must provide information designed to verify his or her identity. As a result, Precious Timber may request information including but not limited to: (i) a credit report; (ii) information from a successfully completed electronic check transaction; (iii) tax filing documents and materials; or (iv) other related information so as to enable Precious Timber to verify and confirm your identity and status as an Accredited Investor.
Investors must also provide other information sufficient to meet current regulatory “suitability” requirements for investing in a Project presented on or through the Site and/or Services.
Depending on the nature of the offering, this information may include, without limitation: (i) information concerning an Investor’s net worth and income; (ii) information concerning his or her residency; and (iii) other information we might request to determine whether an Investor qualifies for a particular investment.
For tax purposes, each Investor must provide a completed Internal Revenue Service Form W-9 which includes your Social Security Number (or other applicable Taxpayer Identification Number).
You understand that Precious Timber is required to verify Investors are in fact Accredited Investors prior to their investing in any Projects and you agree that we may collect additional information to fulfill our responsibility to verify your Accredited Investor status. As a result, Precious Timber may employ the following items without limitation, to verify such Accredited Investor status: publicly available information filed with a federal, state or local regulatory body, additional tax forms such as Forms W-2, Forms 1099, Schedule K-1 of Form 1065, filed Forms 1040, information disclosed in industry or trade publications, written confirmations from broker-dealers, licensed attorneys or certified public accountants, banking statements, brokerage statements, credit reports, certificates of deposit, tax assessments or appraisal reports issued by independent third parties.
Your Information Security
The following are your obligations when using the Site or the Services, and for maintaining the security of your personal information:
You understand you are responsible for any and all online activity and for safeguarding all your personal information while accessing any portion of the Site and Services. We are not liable for any use of the Site or Services by any unauthorized individuals.
If you so notify us, or if we suspect fraudulent or abusive activity, you agree to cooperate with us in any investigation and to use any preventive measures we prescribe.
Third Party Services
Precious Timber uses third-party services.
When using or accessing services offered through third party service providers, you will be subject to terms posted by these service providers. We also reserve the right to use any other third party to perform services of a similar nature top those outlined above, in our sole discretion.
Precious Timber may edit or modify anything on the Site or Services without notice.
Precious Timber is committed to delivering a positive user experience and you understand that Precious Timber reserves the right (but without undertaking any duty) to edit, monitor, review, delete, modify, or move any content or material provided or placed on or though the Site and the Services in its sole discretion, without notice.
You are Responsible for Accepting Updated Versions of the Site and Services
If Precious Timber provides updated versions of the Site and the Services and you do not accept these updated versions, you may not continue to use the most recent content, feature sets, and materials.
If you do not accept updated versions of the Site and Services, Precious Timber shall not bear any responsibility or liability for your decision.
Because Precious Timber wants to continue to improve the Site and the Services for the benefit of you, the user, we may monitor your activity on Precious Timber’s mobile device applications, as well as on the Site and Services.
By using any Precious Timber mobile device application or the Site and Services you specifically agree to Precious Timber monitoring you in this manner.
You understand, however, Precious Timber cannot and does not make any warranties or guarantees that: (i) any Precious Timber mobile device applications or the Site and Services, or any component thereof, will be made free from error or inaccuracy as a result of such monitoring or free from unauthorized and/or unacceptable use as a result of such monitoring; (ii) any statements or factual items presented by the Services will be free from error or authenticated; or (iii) Precious Timber will take any action in the event of any non-compliance with these Terms.
It Is Your Responsibility to Make Sure these Terms of Service and Your Use of the Site and Services Complies with All Laws Applicable to You
You understand Precious Timber may, in its sole discretion, refuse to offer the Site or the Services to any person or entity and change its eligibility criteria at any time.
You are solely responsible for ensuring that these Terms of Service complies with all laws, rules and regulations applicable to you.
You understand that your right to access the Site or Services will be revoked where these Terms of Service or use of the Site or the Services is prohibited and, if that is the case, you agree not to use or access the Site or the Services in any way.
Precious Timber May Terminate Your Use of the Site and/or Services without Reason or Notice to You
While Precious Timber respects its users, you agree that Precious Timber may terminate your use of the Site and/or the Services and prohibit you from accessing the Site and/or the Services, for any reason, or no reason, and with or without notice.
Electronic Messaging, Notices, and Disclosures
You understand that due to the fact Precious Timber and its affiliates (“Affiliates”), operates a significant portion of its business primarily by and through the Internet, it must ask for you to consent to transact business with Precious Timber online and electronically and to consent to Precious Timber’s request to provide you certain disclosures electronically, either via the Site and/or the Services, or to the email address you provide to Precious Timber.
Therefore, you understand, by agreeing to these Terms of Services, you agree to receive electronically all documents, communications, notices, contracts, and agreements (including any IRS Forms, including, without limitation, Form 1099 and Form K-1) arising from or relating to your use of the Site and Service, including any securities regarding any Projects you have purchased, and your use of this Service, from us, whether we are acting in the capacity as trustee or otherwise, or Precious Timber Affiliates (collectively, the “Electronic Materials”).
You understand that you have the right to make the decision to transact business with Precious Timber and its Affiliates electronically. These Terms of Service inform you of your rights concerning Electronic Materials.
Electronic Materials will be provided to you electronically through the Site or via electronic mail to the verified email address you provided. Precious Timber may discontinue electronic provision of Electronic Materials at any time in our sole discretion.
You understand that you must keep Precious Timber informed of any change in your email or home mailing address so that you can continue to receive all Electronic Materials in a timely fashion. If your registered email address changes, you must notify us of the change by sending an email to email@example.com.
You can contact us generally regarding Electronic Materials via email at firstname.lastname@example.org.
You may also reach us in writing to us at the following address:
Precious Timber, S.A., Ocean Business Plaza, Aqualina de la Guardiua, Panama City, 10000 Panama.
In order to access, read, print, and store Electronic Materials, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and attendant email client software; supported Web browsing software; and the necessary hardware on which to run this software. If you are accessing the Site and/or the Services, as well as the Electronic Materials via a mobile device (i.e., tablet, smart phone, etc.), in addition to the above requirements you must assure that you have the necessary software on your mobile device that allows you to access, read, print, and store the Electronic Materials.
You understand that the consent that you have provided under these Terms of Services shall 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 Electronic Materials relevant to transactions that occurred while you were a User have been made. You may not withdraw such consent as long as you have outstanding any investments or other transactions made by and through the Site and/or the Services.
Who Owns What and How You Can Use It
The Copyright to All Content the on the Site and Services Is Owned by the Provider of That Content
The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site and the Services (“Copyright Content”) are the property of Precious Timber or its content suppliers and are protected under applicable copyrights, trademarks and other proprietary rights.
You may not copy, redistribute, use or publish any part of the Site or the Services, except as allowed by these Terms of Service.
You do not acquire ownership rights to any content, document or other materials viewed through the Site or the Services.
You May Not Use Trademarks Appearing on the Site or Services in an Infringing Manner
You agree that precioustimber.com, and other Precious Timber graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Precious Timber or its affiliates (“Trademark Content”).
Precious Timber’s trademarks and trade dress may not be used in connection with any product or service that is not Precious Timber’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Precious Timber.
All other trademarks not owned by Precious Timber or its affiliates that may appear on this Site or the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Precious Timber or its affiliates.
You may use the Precious Timber Site and Services for Limited, Non-Commercial Purposes
Precious Timber grants you a limited license to access and make personal use of the Site and the Services.
Precious Timber does not grant you the right to download (other than page caching) or modify the Site and the Services, or any portion of the Site and the Services.
You understand Precious Timber does not grant you the right to resell or make commercial use (except as provided herein) of the Site and the Services or their contents; make any derivative use of the Site and the Services or their contents; any downloading or copying of account information for the benefit of a third party, or merchant; or any use of data mining, robots, or similar data gathering and extraction tools.
You understand the Site and the Services or any portion of Site and the Services may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose.
You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of Precious Timber and our affiliates without express written consent.
You may not use any meta tags or any other “hidden text” utilizing Precious Timber’s name or trademarks without the express written consent of Precious Timber. Any unauthorized use terminates the permission or license granted by Precious Timber.
You may not engage in the copying, reproduction, publication, rearrangement, redistribution, modification, revision, alteration, or reverse engineering, of the Services.
You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Precious Timber so long as the link does not portray Precious Timber, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter.
You may not use any Precious Timber logo or other proprietary graphic or trademark as part of the link without express written permission.
You Agree to Comply with Precious Timber’s Conduct Policies When Using the Site or Services
We do our best to keep the Site and the Services safe and operational, but we cannot guarantee it. We need your help to do that, which includes the following commitments:
You will not modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, sell, trade, or in any way exploit the Services or Site except as expressly authorized by Precious Timber;
You will not take any action that imposes or may impose (as determined by Precious Timber in its sole discretion) an unreasonable or disproportionately large load on Precious Timber’s (or its third-party providers’) infrastructure;
You will not decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services;
You will not interfere or attempt to interfere with the proper working of the Site and Services or any activities conducted on the Site and Services;
You will not bypass any measures Precious Timber may use to prevent or restrict access to the Site and Services (or other accounts, computer systems or networks connected to the Site and Services);
You will not run any form of auto-responder or “spam” on the Site and Services;
You will not use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
You will not harvest or scrape any content or materials from the Site and Services;
You will not copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;
You will not threaten, intimidate or harass another user;
You will not solicit passwords or personally identifying information (this includes, but is not limited to, someone else’s name, birth date, home address, IP address, social security number, or credit card number) for commercial or unlawful purposes;
You will not upload, post, transmit, share, store or otherwise make available any material that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
You will not upload, post, transmit, share, store or otherwise make available any content (such as a picture on a profile page) other than those of a personal nature that: (i) are of you, (ii) are taken by you, or (iii) are original content created by you;
You will not otherwise take any action in violation of Precious Timber’s guidelines and policies;
You will not threaten, intimidate, or harass another user or any parties on or through the Site or Services;
You will not solicit passwords or personally identifying information (this includes, but is not limited to, someone else’s name, birthdate, home address, IP address, social security number, or credit card number) for commercial or unlawful purposes;
You will not falsely represent your identity or impersonate a third party, nor will you falsify or mislead third parties regarding your affiliation with any entity;
You are solely responsible for all Submissions from your account. “Submissions” means anything that a user transmits to the Site and/or the Services in the course of using the Site and/or the Services. You shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality or validity of any statement or any other detail contained in the Submissions;
You will not use the Site and Services in any manner or transmit any Submission that: infringes (or results in the infringement of) Precious Timber’s or any third party’s intellectual property or other rights; is (or you reasonably believe to be) illegal, fraudulent, or unauthorized, or in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material; does not comply with all applicable laws, rules, or regulations, including obtaining all necessary permits, licenses, registrations, etc. In the case of any proposed or actual transaction, “applicable” refers to both your own location and to location(s) of all other parties to the transaction; or would cause Precious Timber to be in violation of any law or regulation, or to infringe any right of any third party;
You will not represent or portray the business or entity as being affiliated with Precious Timber in any capacity other than being a user of the Site or Service without Precious Timber’s prior written consent.
You use the Precious Timber Site and Services at Your Own Risk
Precious Timber has no obligation to review any content or material, including computer software, posted to or through the Site and the Services, and cannot therefore be responsible for such material or content.
By operating the Site and the Services, Precious Timber does not represent or imply that it endorses any content or material posted there, or that it believes such material to be accurate, useful or non-harmful.
You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
The Site or the Services may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors.
The Site or the Services may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated.
Precious Timber disclaims any responsibility for any harm resulting from the use by visitors of the Site or the Services, or from viewing or downloading by those visitors of content posted on the Site or the Services.
Precious Timber Is Not Responsible for What Happens outside of the Site and Services, Including on Third-Party Websites the Site or Affiliate Services Links
Precious Timber or its business partners may present advertisements or promotional materials via the Services.
Your dealings with, or participation in promotions of, any third-parties via the Services are solely between you and such third party and your participation is subject to the terms and conditions associated with that advertisement or promotion.
You agree that Precious Timber is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties via the Services.
You understand the Site and the Services may contain (or you may receive from Precious Timber, third parties or users) links to other web sites (“Third Party Sites”) or content posted, owned or originating from third parties such as, by way of example only, pictures, designs, photographs, graphics, text, sound, video, information, software, applications and any other content (“Third Party Content”).
You understand and agree that Precious Timber is not responsible for, and does not control, Third Party Sites and Third-Party Content. You also understand and agree that Precious Timber is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such Third-Party Sites and Third Party Content.
You acknowledge and agree that Precious Timber shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such Third-Party Site or Third Party Content.
Precious Timber Does Not Provide Professional Investment Advice
THE SECURITIES OFFERED ON THE SITE AND/OR THE SERVICES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE 506(c) OFFERINGS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERINGS.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE SPECIFIC TERMS OF EACH 506(c) OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED THEREIN. PARTICIPATION BY ANY INVESTOR IN ANY 506(c) OFFERING ON THE SITE AND/OR THE SERVICES REQUIRES THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THE HIGH RISK AND LACK OF LIQUIDITY INHERENT IN INVESTING IN ACTIVITIES OF THE TYPE IN WHICH THE PROSPECTIVE INVESTOR EXPECTS TO INVEST.
THE SECURITIES OFFERED THROUGH THE SITE AND/OR THE SERVICES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM, AND AS PERMITTED BY THE TERMS AND CONDITIONS SET FORTH IN THE SPECIFIC BORROWER DEPENDENT NOTES OF EACH OFFERING. THERE WILL BE NO PUBLIC MARKET FOR THE RESTRICTED SECURITIES PURCHASED. ACCORDINGLY, INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF ANY INVESTMENT MADE ON OR THROUGH THE SITE AND/OR THE SERVICES FOR AN INDEFINITE PERIOD OF TIME.
NONE OF THE INFORMATION OR PROJECT DETAILS CONTAINED ON THE SITE AND/OR THE SERVICES YOU SHALL CONSTITUTE A RECOMMENDATION, SOLICITATION OR OFFER TO BUY OR SELL ANY SECURITIES OR PROVIDE ANY INVESTMENT ADVICE OR LIKE SERVICE. INVESTMENT OVERVIEWS AND PROJECT DETAILS ON THE SITE MERELY CONTAIN SUMMARIES OF THE PRINCIPAL TERMS OF AN INVESTMENT OPPORTUNITY. ALL SUCH SUMMARIES AND PROJECT DETAILS ARE INTENDED SOLELY FOR INFORMATIONAL PURPOSES AND DO NOT PURPORT TO BE COMPLETE OR ADVISORY. PROJECT DETAILS LISTED ON THE PLATFORM WILL NEVER BE COMPLETE WITHOUT THE ACCOMPANYING INVESTOR DOCUMENT PACKETS, AGREEMENTS, AND OFFERING DISCLOSURES. ALL INFORMATION ON THE SITE HAS BEEN PREPARED BY THE COMPANY WITHOUT ANY PARTICULAR USER’S INVESTMENT PREFERENCES, NEEDS, OR FINANCIAL SITUATION IN MIND. ACCORDINGLY, ALL INVESTORS ARE STRONGLY ENCOURAGED TO CONSULT WITH PROFESSIONAL TAX, LEGAL, AND FINANCIAL ADVISORS BEFORE MAKING ANY INVESTMENT.
Precious Timber’s Liability Is Limited
Precious Timber is not responsible for any Third-Party Sites, Third Party Content, or any other content posted on the Site and the Services, whether caused by users of the Site and the Services, Precious Timber, third parties or by any of the equipment or programming associated with or utilized in the Site and the Services.
Precious Timber is not responsible for the conduct, whether online or offline, of any user of the Site or the Services.
Precious Timber assumes 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.
You understand that it is your duty to confirm and verify any information provided on or through the Site and Services, and that you bear the sole risk of relying on any such information, including but not limited to content, third-party content, links, or listings.
Precious Timber is not responsible for any problems or technical malfunction of any telephone network or lines, cellular data provider or network, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Services or Site, including injury or damage to users or to any other person’s computer, and/or mobile device.
Neither Precious Timber nor any of its affiliates, advertisers, promoters or distribution partners shall be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Site or the Services, any content posted on the Site or the Services or transmitted to users, or any interactions between users of the Site or the Services, whether online or offline.
WE TRY TO KEEP THE SITE AND SERVICES UP, BUG-FREE, AND SAFE, BUT YOU USE THEM AT YOUR OWN RISK. THE INFORMATION FROM OR THROUGH THE SITE AND THE SERVICES IS PROVIDED “AS IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. THE INFORMATION, SITE AND THE SERVICES MAY CONTAIN VIRUSES, BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. IN NO EVENT WILL PRECIOUS TIMBER OR ITS MANAGERS, DIRECTORS, EMPLOYEES OR AGENTS HAVE ANY LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE, OR THE SITE. EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS PROVIDED ABOVE IN THE SECTION TITLED, “ABOUT CERTAIN SECURITIES MATTERS”, WE ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US THROUGH THE SITE/SERVICE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
IN ADDITION TO THE SPECIFIC SECURITIES LAWS PROVISIONS DESCRIBED ABOVE IN THE SECTION TITLED, “ABOUT CERTAIN SECURITIES MATTERS”, CERTAIN FEDERAL AND STATE 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.
PRECIOUS TIMBER’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE FEES, IF ANY, PAID BY YOU TO US FOR THE SERVICE AND USE OF THE SITE, BUT IN NO CASE WILL OUR LIABILITY TO YOU EXCEED $50. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO US FOR THE SITE AND THE SERVICES, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM US, REGARDLESS OF THE CAUSE OF ACTION. IF ANY CLAIM OR MATTER RELATES TO MORE THAN ONE PARTY, THIS MAXIMUM LIABILITY WILL BE THE LARGEST AMOUNT PAID BY ANY ONE SUCH PARTY IN THE MOST RECENT PROCESSED TRANSACTION, REGARDLESS OF THE NUMBER, IDENTITY, OR STATUS OF THE CLAIMANTS. WHERE MORE THAN ONE ENTITY OR INDIVIDUAL RELATED TO US IS SUBJECT TO ANY CLAIM OR MATTER, THE RECOVERY OF THE CLAIMANT OR CLAIMANTS WILL BE LIMITED AS A GROUP AS PROVIDED BY THIS PARAGRAPH, AS IF ALL SUBJECTED PARTIES WERE A SINGLE ENTITY.
ANY INFORMATION OR ASSISTANCE ACCESSED OR OBTAINED THROUGH USE OF THE SITE AND/OR SERVICES IS PROVIDED SOLELY FOR EDUCATIONAL OR GENERAL INFORMATIONAL PURPOSES AND IS NOT PROFESSIONAL LEGAL, INVESTMENT, OR ACCOUNTING ADVICE OR COUNSEL. PRECIOUS TIMBER IS NOT A LEGAL FIRM, ACCOUNTING SERVICES FIRM, OR BANK. YOU SHOULD CONSULT LEGAL COUNSEL TO BETTER UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO ANY INVESTMENT OPPORTUNITY YOU BECOME AWARE OF, WE HEREBY EXPRESSLY DISCLAIM ANY IMPLIED OR EXPRESS WARRANTY AND ANY LIABILITY WITH RESPECT TO ANY SUCH INFORMATION OR ASSISTANCE.
Digital Millennium Copyright Act
If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (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 are covered by a single notification, a representative list of such works; (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) Your address, telephone number, and email address; (v) A statement that you have 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 you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Our designated Copyright Agent to receive notifications of claimed infringement is Ximena Idarraga; email: email@example.com. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
You Agree to Indemnify Precious Timber
You agree to indemnify, defend, and hold harmless Precious Timber, its contractors, licensors, subsidiaries and affiliates and their respective partners, directors, officers, employees and agents from and against any and all claims and expenses, including any and all losses, costs, liabilities, and attorneys’ fees, arising out of or in connection with: (i) your use of the Site and Services, (ii) any user Content, Third Party Content, Third Party Sites and any other content, (iii) your violation of these Terms of Service, or of any law or the rights of any third party, and (iv) your breach of these Terms of Service and/or any breach of your representations and warranties set forth herein; (v) your violation of any local, state or federal law, rule or regulation, (vi) your violation, or alleged violation, of any right of a third party, or (vii) your wrongful, improper, unlawful or unauthorized use of the Services.
Your General Representation and Warranty
You represent and warrant that:
You will use the Site and the Services so not to infringe or misappropriate the intellectual property rights of any third party.
You agree that, except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under these Terms of Service shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by arbitrators appointed in accordance with such rules.
The prevailing party in any action or proceeding to enforce these Terms of Service shall be entitled to costs and attorneys’ fees.
If any part of these Terms of Service is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect.
A waiver by either party of any term or condition of these Terms of Service or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
Precious Timber may assign its rights under these Terms of Service without condition.
These Terms of Service will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. The headings of the paragraphs of these Terms of Service are inserted for convenience only and shall not be deemed to constitute part of these Terms of Service or to affect the construction thereof.
Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS OF SERVICE, YOU AND PRECIOUS TIMBER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.