Date Last Updated: November 1, 2019
ParkSlope Capital LLC d/b/a ParkSlope Capital (“ParkSlope,” “us,” “our” or “we”) hosts a website (the “Site”) that permits investors and prospective investors to access information on the Site. By accessing the Site or using the services, website, applications and software provided through or in connection with the Site, including through a mobile device (the “Service”) in any manner, you become a ParkSlope Site user (“User”).
BY ACCESSING THE SITE OR USING THE SERVICE, YOU ACKNOWLEDGE THAT PARKSLOPE (a) IS NOT A REGISTERED BROKER–DEALER OR A FINANCIAL ADVISOR; (b) DOES NOT ENGAGE IN ANY CONDUCT THAT WOULD REQUIRE SUCH REGISTRATION; AND (c) DOES NOT PROVIDE INVESTMENT ADVICE OR MAKE RECOMMENDATIONS.
Acceptance of Terms
Change or Termination
Eligibility for Use of the Services
User Profile Registration
You agree that your Profile will be self-directed and that you are solely responsible for all information placed in your Profile. Although the Site may provide data, information or content provided by third parties or by us, you should not interpret any such content as tax, legal, financial, or investment advice by us or a recommendation by us to invest in any offering. Any decision to invest shall be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. You agree and acknowledge that you are responsible for conducting your own legal, accounting and other due diligence review of any investment opportunities posted on the Site. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Site does not provide any of the foregoing advice or recommendations.
Investor Requirements: Accredited Investor
The securities offerings referenced on this Site are only available to U.S. investors who are “accredited investors” as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), (“Accredited Investor”). Before you can invest in any of the offerings on the Site, you must qualify as an Accredited Investor. Prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify that you are qualified to invest.
The securities offered on the Site are only suitable for prospective investors who are familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss of their investment. Securities sold through private placements are not publicly traded and are therefore illiquid, unless registered with the SEC. Securities may in some cases be subject to restrictions on resale or transfer including holding period requirements. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Users must be able to afford to lose their entire investment. Investment products are not FDIC insured, may lose value, and are not protected by a bank guarantee.
No Offers or Reliance
No material available through the Site shall be used or considered as an offer to sell or a solicitation of any offer to buy the securities or services of any of our affiliated entities or of any fund or account managed by us. Offers can only be made where lawful under, and in compliance with, applicable law, and any offer of securities of a fund or account managed by ParkSlope will be made only by means of the delivery of a private placement memorandum or other offering materials, which will contain material information not included on this Site and shall supersede, amend and supplement the information available on this Site in its entirety. We are not utilizing the Site to provide investment or other advice, and no information or material available through the Site is to be relied upon for the purpose of making or communicating investment or other decisions. We do not advise on the tax consequences of any investment. To the extent that past performance is available through the Site, past performance is not indicative of future results, and no representation is being made that any investment will or is likely to achieve profits or losses similar to those achieved in the past, or that significant losses will be avoided. Investments in funds and accounts managed by ParkSlope may lose value. Investment results will fluctuate. Certain market and economic events having a positive impact on performance may not repeat themselves. Any description of past results may be based on unaudited, preliminary information and is subject to change.
Please remember that different types of investments involve varying degrees of risk, and there can be no assurance that the future performance of any specific investment or investment strategy (including those undertaken or recommended by ParkSlope), will be profitable or equal any historical performance level(s).
Investments discussed on the Site, if any, may not be suitable for you. You should make your own investment decisions based upon your own financial objectives and financial resources, and should obtain independent investment and tax advice before deciding to invest.
No Inside Information; No Guaranteed Results
ParkSlope obtains public information from a wide variety of publicly available sources, and obtains a limited amount of information from private sources concerning land developers that are not publicly traded companies. ParkSlope does not have, nor does it claim to have, a wide variety of sources of inside or private information. The recommendations developed by ParkSlope in connection with its services are based upon the professional judgment of ParkSlope and ParkSlope cannot and does not guarantee the results of any recommendations
In calculating targeted returns, ParkSlope utilizes certain mathematical models that require specific inputs that, in some cases, are estimated, and certain assumptions that ultimately may not hold true with respect to any particular investment. These estimates and assumptions may cause actual realized returns to deviate materially from modelled expectations. These models, including the estimates and assumptions, are prepared at a specific point in time and reflect conditions at such time. The targeted returns are premised on a number of factors including, without limitation, the opportunities that ParkSlope is currently seeing and/or expects to see in the future, which opportunities are uncertain and subject to numerous business, industry, market, regulatory, competitive and financial risks that are outside of ParkSlope’s control. There can be no assurance that the assumptions made in connection with the targeted returns will prove accurate, and actual results may differ materially, including the possibility that an investor will lose some or all of its invested capital. The Fund (defined below) itself has no history; however, no assurances can be made that targeted returns will correlate in any way to past results of similar investments by others, and no representation is made that results similar to those shown pertaining to the founding principals can be achieved. The inclusion of the targeted returns on this Site should not be regarded as an indication that ParkSlope considers the targeted returns to be a reliable prediction of future events, and the targeted returns should not be relied upon as such. Please contact ParkSlope at HYPERLINK “mailto:info@ParkSlopeCap.com” info@ParkSlopeCap.com for additional explanation concerning the models, including the estimates and assumptions used to calculate the targeted return.
Strategies May Change with Market Conditions
Notwithstanding the information presented on the Site, investors should understand that neither ParkSlope nor any fund or account managed by ParkSlope is limited with respect to the types of investment strategies they may employ or the markets or instruments in which they may invest, subject to the terms set forth in any offering and/or governance documents. Over time, markets change and ParkSlope seeks to capitalize on attractive opportunities wherever they might exist. Depending on conditions and trends in the capital markets and the economy, ParkSlope may pursue objectives or employ techniques it considers appropriate, which may differ from the objectives, techniques or investments described on this Site. No assurance can be given that investment objectives will be achieved.
Selected Transactions or Investments – Disclosures
Any investment examples that may be discussed on the Site with respect to ParkSlope Land Development Lending Fund I, LP (the “Fund”), do not represent all of the projects entered into by the founding principals of ParkSlope during the relevant period but were selected by ParkSlope as a sampling of historical projects with characteristics similar to those that fit with the intended investments of the Fund. Any examples that have been included are there to demonstrate the Fund’s investment strategy and investment process, and have been selected based on objective, non-performance-based criteria. Specifically, any project descriptions that represent land development projects overseen by Sunbelt Land Management LLC or one of its affiliates are projects that were after 1994 are (i) located in the Southeast of the U.S. or in Texas; (ii) dedicated to single-family homesites; (iii) not intended for student housing or senior housing; (iv) of a scope and size similar to projects that the Fund intends to target with respect to the number and size of the lots; and (v) located in areas with anticipated growth potential. Of all the land development projects from 1994 through 2008 overseen by Sunbelt Land Management, LLC or its affiliates, there were forty-one such projects with third-party financing representing seventy-one separate lines of credit and, of those seventy-one lines of credit, sixty-seven were paid out in full and on time. There were four out of the seventy-one that failed to meet the terms of the original loan, therefore requiring restructuring which resulted in a longer payout period. However, no project during this period was the subject of a foreclosure by any creditor or the subject of any investor lawsuit. From 2008 through mid-2018, there were no new land development projects of Sunbelt Land Management LLC or its affiliates with new, third-party financing, in consideration of the then-current tax and market conditions which did not fit the investment criteria. The investment examples may be ongoing investments of certain funds and accounts managed by ParkSlope and/or ParkSlope’s founding principals, and are not intended to be, and should not be construed as, investment advice or a recommendation to purchase or sell any particular investment. It should not be assumed that investments made by ParkSlope, including, without limitation, with respect to any fund or account managed by ParkSlope, will match the performance or character of the investments discussed herein, or that the returns of any funds or accounts managed by ParkSlope will equal the performance of the investments discussed herein. Investors may experience materially different results.
The Site contains certain “forward-looking statements,” which may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” “potential,” “targeted,” and other similar terms. Examples of forward-looking statements include, but are not limited to, estimates with respect to financial condition, results of operations, and the success or lack of success of ParkSlope’s investment process or strategy. All are subject to various factors, including, but not limited to general and local economic conditions, changing levels of competition within certain industries and markets, changes in interest rates, changes in legislation or regulation, and other economic, competitive, governmental, regulatory and technological factors affecting ParkSlope’s operations that could cause actual results to differ materially from projected results. All forward-looking statements included on this Site are based on information available on the date hereof and ParkSlope assumes no duty to update any forward-looking statement. Therefore, undue reliance should not be placed on such forward-looking statements.
User Conduct Guidelines
You represent and warrant that all information that you provide to ParkSlope or through the Site is accurate, complete and truthful. ParkSlope and its affiliates and agents are entitled to rely upon the information you provide as true, accurate and complete without independent verification. We reserve the right to suspend or terminate your Profile if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.
You are expressly prohibited from the following acts: (a) using the Site, or the Service and/or tools if you are temporarily, or indefinitely, suspended from using the Site, the Service or any tools; (b) collecting or posting personal information about other Users; (c) interfering with other Users; (d) posting false, inaccurate, misleading, defamatory, tortious, or libelous content on the Site; (e) collect any market research for any competing business; (f) upload, post, e-mail, transmit or otherwise make available any content that infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; (g) circumvent, remove, alter, deactivate, degrade, or thwart any of the protections of the Site; (h) use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Site, directly or indirectly, except for internet search engines and non-commercial public archives; (i) decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Site; (j) interfere with or attempt to interrupt the proper operation of the Site through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Site through hacking, password or data mining, or any other means; (k) use meta tags or any other “hidden text” utilizing a ParkSlope name, trademark, or product name without ParkSlope’s express written consent; and/or (l) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.
ParkSlope grants you a limited, revocable, non-exclusive, non-transferable license to view, copy and print content on the Site for personal, non-commercial purposes. ParkSlope grants the operators of public search engines a limited, non-exclusive, non-transferable license to copy materials from the Site for the purpose of creating publicly available, searchable indices of Site content.
We reserve the right to terminate or limit your access to the Site and/or the licenses granted herein for any reason and in our sole discretion. You agree not to modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the Site or the rights or use and enjoyment of the Site by any other person or entity in any manner.
You are prohibited from posting or transmitting any material on or through the Site that, in ParkSlope’s sole opinion, is or could be offensive, fraudulent, unlawful, threatening, disingenuous, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. ParkSlope will fully cooperate with any law enforcement authorities or court order requesting or directing ParkSlope to disclose the identity of anyone posting any such information or materials on the Site.
No Representations or Warranties
To the extent permissible under law, ParkSlope assumes no liability or responsibility for any errors or omissions in the content of the Site. ParkSlope does not endorse or represent the completeness, reliability or accuracy of any content or information distributed through or accessed from the Site, and has not performed any investigation into such information. The Site may contain technical inaccuracies or typographical errors or omissions. We are not responsible for any such typographical, technical errors listed on the Site. We reserve the right to make changes, corrections, and/or improvements to the Site at any time without notice. ParkSlope shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Site is at your sole risk. ParkSlope is entitled to rely upon the information provided by its Users.
The Site contain materials, such as software, text, graphics, images, sound recordings, audiovisual works, and other materials provided by or on behalf of ParkSlope (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the Content and the Site automatically terminates and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of ParkSlope (“ParkSlope Trademarks”) used and displayed on the Site are registered and unregistered trademarks or service marks of ParkSlope. Other company, product, and service names located on the Site may be trademarks or service marks owned by others (the “Third-Party Trademarks” and, collectively with the ParkSlope Trademarks, the “Trademarks”). Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the ParkSlope Trademarks inures to our benefit.
Elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be re-transmitted without our express, written consent for each and every instance.
You agree that ParkSlope may send communications to you via your mailing address, email, telephone or facsimile number provided by you on your Profile. You agree to notify us of any changes in your address or contact details.
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information of yours or any other party. With respect to all e-mails you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production and marketing of products and services that incorporate such information.
Disclaimer of Liability
Your use of the Site is solely at your own risk. To the fullest extent permissible by law, in no event shall ParkSlope, its affiliates, nor each of its affiliates’ directors, employees, managers, agents, contractors, partners, suppliers, or content providers, be liable for damages under contract, tort, strict liability, negligence, or any other legal or equitable theory arising out of your access to, or use of, the Site. WITHOUT LIMITING THE FOREGOING, EVERYTHING ON THE SITE IS PROVIDED TO YOU “AS IS,” “AS AVAILABLE,” AND “WHEN AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON–INFRINGEMENT OF THIRD–PARTY RIGHTS, AS WELL AS ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Please note that some jurisdictions may not allow the exclusion of implied warranties or limitation of incidental or consequential damages, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
ParkSlope assumes no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site. We do not, and cannot, guarantee that any Investor is actually an Accredited Investor (as defined above).
Although ParkSlope may from time to time monitor or review discussions, postings, transmissions, and the like on the Site, ParkSlope is under no obligation to do so and assumes no responsibility or liability arising from such content nor for any error, defamation, libel, slander, omission, falsehood, obscenity, profanity, danger or inaccuracy contained in any information within such locations on the Site. ParkSlope reserves the right to remove any content from the Site or to restrict access to the Site for any reason without notice.
Limitation on Liability
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SITE, OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SITE, OR THE CONTENT SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).
The Site may contain links to third party websites (“Third-Party Sites”). These links are provided only as a convenience to you and not as an endorsement by us of the content of such Third-Party Sites. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by ParkSlope of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event shall ParkSlope be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that ParkSlope shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any Third-Party Site or resource. YOU AGREE THAT ACCESS TO AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION.
You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you access linked, Third-Party Sites, you do so at your own risk.
U.S. Jurisdiction / No Non-U.S. Use of Site Permitted
If you are located outside of the United States, you are not permitted to use or access the Site; attempting to or doing so is at your own risk and initiative. The Site is controlled and operated from facilities within the United States. ParkSlope makes no representations that the Site is appropriate or available for use in any other jurisdictions. Accessing the Site or the Service is prohibited from territories where the content on the Site is prohibited. The Site is directed at, or intended for, investors in jurisdictions that permit general solicitation of unregistered securities.
You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. Subscriptions to invest in any offering referred to on this Site must only be made on the basis of the offering document relating to the specific investment.
The content, material and information contained on the Site does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation; (iii) if the person making the offer or solicitation is not qualified to do so; or (iv) if a full set of offering materials has not been made available to you. The offerings referred to on this Site can only be marketed in only in the United States.
THIS SITE IS NOT DIRECTED AT YOU IF YOU ARE NOT A UNITED STATES PERSON.
In the event of any claim, controversy or alleged dispute between you and ParkSlope, its members or affiliates (“Dispute”), you hereby agree to attempt in good faith to attempt to amicably resolve any Dispute at least thirty (30) days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence an arbitration proceeding pursuant to the rules of the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, before an independent arbitrator to be selected by the AAA. Any such arbitration may only be commenced within one year after the party requesting arbitration obtains knowledge of the cause of action forming the basis of the controversy or claim accrued.
The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as by law provided; provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof. You agree that all Disputes will be limited between you, individually, and ParkSlope. To the full extent allowable by law, you agree that no arbitration proceeding, court proceeding, or any other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis.
Notwithstanding the foregoing, you agree that the following matters shall not, at the election of ParkSlope, be subject to binding arbitration: (1) any Dispute related to or arising out of allegations of criminal activity; (2) any Disputes concerning ParkSlope’s intellectual property rights; and (3) any claim for injunctive relief. All arbitration proceedings will take place in the City, County and State of New York, United States of America and shall be in the English language. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within the City, County and State of New York. Each party hereby waives any claim that such venue is improper or inconvenient.
Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability of the Site’s electronically stored copy of this Agreement in any proceeding arising out of this Agreement.
Integration and Severability
Rev 2 as of November 1, 2019