Terms & Conditions of Use

Agreement to Terms of Use

Please read the following terms and conditions (“Terms of Use”) before using the Carmel (the “Firm”) portal (the “Portal”). Your access to and use of the Portal is subject to these Terms of Use and all applicable laws and regulations. The Terms of Use constitute a legal agreement between you and the Firm. The Portal is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Portal is not available to persons under age 18.

By clicking agree upon entering the Portal, you indicated that:

1. you are, or are authorized to act on behalf of, a current or prospective investor to which the ID and password you used to log in were assigned by Carmel;
2. the investor or prospective investor is: (i) an “accredited investor” as such term is defined in Role 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended; and (ii) a “qualified purchaser” within the meaning of section 3(c)(7) of the U.S. Investment Company Act of 1940, as amended, as defined in section 2(a)(51) of such Act;
3. you are not accessing the Portal from a jurisdiction in which a fund may not be lawfully marketed and under laws applicable to you where you are located, you are a person to whom information about interests in the fund may be lawfully communicated, and a person to whom such interests may be marketed, by means of this website;
4. you agree that the foregoing terms, conditions and obligations shall be deemed repeated and reaffirmed as of each time you access the Portal; and
5. you have reviewed and agree to abide by, without qualification, each of the terms set forth in the Terms of Use, which shall be legally binding on you.

If you do not approve and accept these Terms of Use without qualification, you should exit the Portal immediately.

Confidentiality

The information contained in this Portal, including any attachments (collectively, "Workspace Data") is confidential and proprietary. The Workspace Data is being provided to you subject to the terms of this confidentiality agreement and to the other applicable provisions of the agreements to which you are or may become party or any offering or other materials to which you may have access herein. By clicking agree, you acknowledged and agreed to strictly maintain the confidentiality of all Workspace Data, and agreed that the Workspace Data is provided to you on a strictly confidential basis, for informational purposes only, on the terms set out below and in reliance on the representations made by you.

The Workspace Data may not be disclosed, reproduced, used or distributed, in whole or in part, to any person in any way who is not directly involved with your review or evaluation of any investment vehicle sponsored by Carmel Management, LLC or any of its affiliates (together, “Carmel”) without the express prior written consent of Carmel. Your access to the Workspace Data may be revoked at any time without any reason.

You hereby acknowledge and agree that you will and will cause your representatives and advisors (a) to keep the Workspace Data strictly confidential and not disclose, disseminate, reproduce or redistribute any Workspace Data in any format without the express written approval of Carmel, (b) upon request of Carmel, to promptly return to Carmel any Workspace Data that you have downloaded or accessed, including any notes based on the Workspace Data and (c) in the event you or any of your representatives or advisors become legally required to disclose any Workspace Data, to promptly notify Carmel in writing of such requirement prior to any such disclosure and to use reasonable best efforts to obtain a protective order or other appropriate remedy (or, at Carmel’s request, assist it in seeking a protective order or other appropriate remedy) to prevent the disclosure of the Workspace Data. In the event that a protective order or other remedy is not obtained pursuant to clause (c) above, you agree to use reasonable best efforts to obtain assurance that confidential treatment will be accorded to the Workspace Data disclosed.

Not an Offer

You have been provided access to the Workspace Data for informational purposes only and the provision of such access does not constitute an offer to sell or a solicitation of an offer to buy interests in any fund sponsored by Carmel, including Carmel Partners U.S. Multifamily Property Fund, L.P. Any such offer or solicitation, if made, may be made only pursuant to the confidential private placement memorandum of the applicable fund (as amended and/or supplemented from time to time, and including, without limitation, any legends contained therein, the “Memorandum”) and such fund’s constituent documents, which will prevail in case of conflict. The Workspace Data is qualified in its entirety by reference to the Memorandum, which will contain information about the investment objectives, terms and conditions of an investment in the applicable fund, as well as certain tax information, risk disclosures and information about conflicts of interest, and should be read carefully before subscribing for interests in such fund.

No person has been authorized to make any statement concerning any fund sponsored by Carmel other than as set forth in the Memorandum, and any statements made that are not contained therein may not be relied upon.

Offers and sales of interests in any fund sponsored by Carmel will not be registered under the laws of any jurisdiction and will be made solely to persons that are both “qualified purchasers” and “accredited investors” as defined in Regulation D under the U.S. Securities Act of 1933, as amended.

None of the Workspace Data has been filed with the U.S. Securities and Exchange Commission, any securities administrator under any state securities laws or any other governmental or self-regulatory authority, subject to any disclosure to the contrary in the Memorandum. No governmental authority has passed on the merits of any Carmel fund offering or the adequacy of the Workspace Data. Any representation to the contrary is unlawful.

The Workspace Data is intended only for persons resident in jurisdictions where access would not be contrary to applicable laws or regulations. Interests in Carmel sponsored funds may not be eligible for sale in some states or countries. You should inform yourself as to the legal requirements and tax consequences of an investment in a Carmel sponsored fund within the countries of your citizenship, residence, domicile and place of business.

No Advice

No person should construe the Workspace Data as legal, tax, accounting, investment or other advice. Any decision to invest in a fund sponsored by Carmel should be made after reviewing such fund’s Memorandum and constituent documents, making your own inquiries, investigations and evaluations and consulting your own advisors as to the legal, tax, financial and investment implications of an investment in such fund in order to make an independent determination of the suitability and consequences of an investment in such fund. Carmel does not make any representation or warranty, express or implied, as to the accuracy or completeness of the Workspace Data. You should carefully review the detailed discussion in the risk factors and potential conflicts of interest section of the applicable fund’s Memorandum.

No Recommendation of Securities

References to investments in the Workspace Data are presented to illustrate the application of Carmel’s investment process only and should not be considered a recommendation, statement of opinion or endorsement.

Date of Materials; Information Sources

Unless otherwise indicated, the Workspace Data is dated as of date indicated therein and will not be updated or otherwise revised to reflect information that may subsequently become available or changes occurring after such date. The posting of Workspace Data does not imply that the information contained therein is correct as of any time subsequent to the date indicated thereon. In addition, certain information contained in the Workspace Data (which may include economic and market information) has been obtained from sources prepared by third parties and other publicly available sources, which in certain cases have not been updated. While such information is believed to be reliable, Carmel does not assume any responsibility for the accuracy or completeness of such information and such information has not been independently verified by Carmel.

Forward-Looking Information

Certain information contained in the Workspace Data may constitute “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” events or the actual performance of any fund may differ materially from those contemplated in such forward-looking statements. You should pay close attention to the assumptions underlying the analyses and forecasts (if any) contained in the Workspace Data. Although such assumptions are believed to be reasonable in light of the information presently available, they have been prepared based on analyses made by Carmel, which, by necessity contain hundreds of assumptions and forecasts of unknowable future events, including interest rates, capitalization rates, occupancy rates, market conditions and the ability to source and make acquisitions that meet the investment objectives of a fund. Such assumptions (and the analyses, targets and/or forecasts) may require modification as additional information becomes available and as economic and market developments warrant; Carmel is under no obligation to make such modifications. Nothing contained in the Workspace Data may be relied upon as a guarantee, promise, assurance or a representation as to the future.

Return Information

Information regarding investment returns in the Workspace Data may not reflect deductions of expenses, management fees and carried interest, which may be substantial. Financial information in the Workspace Data, including valuations and internal rates of return figures, have been produced using varying procedures, assumptions and methodologies. Gross returns do not reflect management/advisory fees, carried interest, taxes, transaction costs and other expenses that are borne by investors, which will reduce returns and, in the aggregate, are expected to be substantial. You should bear in mind that past or projected performance is not necessarily indicative of future results, and there can be no assurance that comparable results will be achieved, that target returns will be met or that any fund will be able to implement its investment strategies or achieve its investment objectives. While valuations of unrealized investments are based on assumptions considered reasonable under the circumstances, actual realized returns on unrealized investments will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may differ from the assumptions on which the valuations used in the prior performance data contained herein are based. Accordingly, the realized return on these unrealized investments may differ materially from the returns indicated herein.

Risk Factors

An investment in any fund will involve significant risks. Certain significant risks are described in the applicable fund’s Memorandum. For additional information, you are strongly encouraged to read the Memorandum of such fund and pay particular attention to the description of certain risk factors and potential conflicts of interest that are contained therein.

DISCLAIMERS AND LIMITATION OF LIABILITY

THE INFORMATION, SOFTWARE AND SERVICES PUBLISHED ON THIS PORTAL MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS, INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT SEQUENCING OF SUCH INFORMATION, SOFTWARE AND SERVICES AND THE RESULTS OBTAINED FROM THEIR USE ARE NOT GUARANTEED BY THE FIRM OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES.

THE FIRM AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE SITE AT ANY TIME WITHOUT NOTICE. THE PORTAL MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE, TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS.

YOUR USE OF THE PORTAL IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT FROM THE PORTAL. IN NO EVENT SHALL THE FIRM AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THIS PORTAL OR WITH THE DELAY OR INABILITY TO USE THIS PORTAL, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS PORTAL, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE FIRM OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE FIRM AND ANY PERSON CREATING OR TRANSMITTING THE INFORMATION ON THE SITE SHALL NOT BE LIABLE FOR ANY INFECTION BY VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF YOU ARE DISSATISFIED WITH THE INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE SITE OR WITH THE TERMS AND CONDITIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE PORTAL.

Ownership of Content

The Portal and all of its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations, icons, code and software (“Content”), are the property of the Firm and are protected by U.S. and international copyright laws, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names and other product and service names and logos displayed on the Website are proprietary to the Firm, including all registered and unregistered trademarks and service marks of the Firm. Your use of any Content without the Firm's express written permission is strictly prohibited except as otherwise expressly permitted in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of the Firm's copyrighted material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website, without the prior written permission of the Firm.

No Unlawful or Prohibited Use

As a condition to your use of the Portal, you represent and warrant to, and agree with, the Firm that you will not use the Portal for any purpose that is unlawful or prohibited by these Terms of Use.

General

You agree that no joint venture, partnership, employment or agency relationship exists between you and the Firm as a result of these Terms of Use or use of the Portal.

The Firm’s performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms of Use is in derogation of the Firm’s right to comply with law enforcement requests or requirements relating to your use of the Portal or information provided to or gathered by the Firm with respect to such use.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

By reviewing or using the information on the Portal after accessing the Portal, you represent and warrant that (a) you have the authority to enter into these Terms of Use and create a binding contractual obligation, (b) you understand and intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding, and (c) you will use the information on the Website in a manner consistent with applicable laws and regulations in accordance with these Terms of Use, as the Firm may amend them online or otherwise from time to time. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

These Terms of Use constitute the entire agreement between you and the Firm with respect to the Portal and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Firm with respect to the Portal.

You agree to be bound by any agreement or consent you transmit to or through the Website via any media or electronic device, including internet, telephone and wireless devices.

I Disagree